Category: Politics

  • MIL-OSI New Zealand: Government reduces Forestry ETS annual charge by 50 per cent

    Source: New Zealand Government

    The Government has today started consultation on a 50 per cent reduction to the annual charge for forest owners participating in the Forestry Emissions Trading Scheme (ETS) Registry, Forestry Minister Todd McClay announced.

    “Following an independent review released last week we are proposing to lower the per-hectare annual charge to $14.90. 

    “This is a 50 per cent reduction from Labour’s excessive charge announced just before the election of $30.25 per hectare per year.

    “It’s now clear that the previous Labour government made a number of decisions that drove up the cost of this Registry and they expected the forestry sector to pay for their mistakes. Cabinet has agreed that the sector should not bear the brunt of Labour’s previous decisions,” Mr McClay says.

    “The Ministry for Primary Industries has worked hard to find efficiencies and drive down costs over the last 10 months.  We’ve also been focused on improving service delivery to ensure the Registry meets the expectations of forestry users. As a result the annual charge has reduced significantly. 

    “Last week, we announced the formation of a Forestry Sector Reference Group to further improve outcomes for the ETS Registry and find greater cost savings over the next year. This is an opportunity for the forestry sector and government to partner to drive better outcomes for forestry.”

    The new annual charge would begin in the 2024/25 financial year and stay in place until a full review is conducted after the current emissions reporting period.

    “This proposal is part of the Government’s promise to rebuild confidence in the forestry sector and support its role in achieving New Zealand’s exporting and emissions targets.”

    Consultation on the new annual charge starts today (23 October 2024) and runs for three weeks. It covers the reduced annual charge and adjustments to the Climate Change (Forestry) Regulations 2022 for participants using the field measurement approach during the 2023–25 period.

    Following consultation, Cabinet will move quickly to finalise the regulations, giving participants clarity and certainty on charges. 

    MIL OSI New Zealand News

  • MIL-OSI USA: Reed Pushes for Improved Menopause Research, Training, & Awareness

    US Senate News:

    Source: United States Senator for Rhode Island Jack Reed
    PROVIDENCE, RI – In an effort to reduce stigma and boost research into a key area of women’s health that has been traditionally underfunded by Congress, U.S. Senator Jack Reed is urging passage of the Advancing Menopause Care and Mid-Life Women’s Health Act (S.4246).  This bipartisan legislation seeks to boost menopause research, training, and education and would, for the first time, coordinate the federal government’s existing programs related to menopause and mid-life women’s health. 
    Menopause is a natural process in a woman’s life that involves a significant hormone shift women go through in middle age, marking the end of menstrual cycles.
    Despite the fact that half the population in the U.S. will eventually experience menopause, menopause research has long been underinvested in and overlooked.  To date, there are few federally funded clinical trials on menopause and menopausal hormone therapy and very little menopause education for doctors—only 31.3 percent of U.S. residency programs offer a formal menopause curriculum according to a survey conducted by The Menopause Society, and 80 percent of OB-GYN residents believed more menopause educational resources were needed in their program.
    Today, Senator Reed joined Dr. Renee Eger, MD, director of the Midlife Center at Women & Infants Hospital and medical director of the Obstetrics and Gynecology Care Center at Women & Infants Hospital and Providence Community Health Centers president and CEO Merrill Thomas and Stephanie Avila, Certified Nurse Midwife for PCHC, Title X Clinical Program Coordinator, and other health experts to discuss efforts to increase federal research on menopause, and create a national public health awareness, education, and outreach program on menopause and mid-life women’s health.
    Senator Reed says it essential to have comprehensive research and data to develop effective policy to address the economic, social, and health impacts of menopause and perimenopause – which precedes it.
    Specifically, the Advancing Menopause and Mid-Life Women’s Health Act seeks to authorize $275 million over five years to strengthen and expand federal research on menopause, health care workforce training, awareness and education efforts, and public health promotion and prevention to better address menopause and mid-life women’s health issues. The federal funds would be set aside for clinical trials, public health, and medical research on menopause, as well as support for menopause detection and diagnosis and public outreach.
    “Menopause is a normal, natural life transition that has a major impact on women’s lives.  We need to talk about and stop the stigma. This legislation targets federal research dollars in a strategic way to improve women’s mid-life health.  Investing in menopause research will boost public health and can lead to the discovery of new treatments.  Importantly, this bill also expands training programs for health professionals,” said Senator Reed.  “For too long, menopause has been a stigmatized and overlooked issue.  This is a condition that happens to all women in mid-life, but federal research dollars have been severely lacking.  We need to change that by investing and changing the conversation to help more women lead healthier lives.”
    According to the women’s health advocacy nonprofit Let’s Talk Menopause, approximately 75 million women are in perimenopause, menopause, or post-menopause right now in the U.S.—with 6,000 more women reaching menopause each day.
    Dr. Eger stated: “You don’t think about menopause until you are IN menopause, or your mother, your wife, your sister, or your best friend is. It is wonderful to think that our government is financially acknowledging this. Thank you Senator Reed and the co-sponsors of this bill for making this a priority for all of our country.”
    “At Providence Community Health Centers, our patients face disproportionately greater challenges — they are poorer, sicker, and encounter significant barriers to receiving the care they need compared to the state’s average,” said Stephanie Avila, Certified Nurse Midwife and Title X Clinical Program Coordinator at Providence Community Health Centers. “Given the cardiovascular, bone density, brain health and mood implications, we have before us an opportunity to create broad, comprehensive health improvements by advancing research and training in this area. It is short sighted to see menopause as only a ‘GYN’ issue. This is an issue of much needed healthcare.”
    In March, the Biden-Harris Administration issued an Executive Order creating the White House Women’s Health Research Initiative to better address the long-standing gap of women’s issues in medical research.  It includes a call for greater investment in women’s mid-life and menopause research. 
    The first $500 million of that commitment was made last month, with the U.S. Department of Defense investing half a billion dollars to research medical issues that disproportionately affect women in military service and improve care for female service members, veterans, spouses, dependents and family caregivers.
    The Advancing Menopause Care and Mid-Life Women’s Health Act was introduced by U.S. Senator Patty Murray (D-WA), Chair of the Senate Appropriations Committee.  In addition to Murray and Reed, the bipartisan bill is also cosponsored by U.S. Senators Lisa Murkowski (R-AK), Tammy Baldwin (D-WI), Laphonza Butler (D-CA), Susan Collins (R-ME), Mazie Hirono (D-HI), Amy Klobuchar (D-MN), Shelley Moore Capito (R-WV), Maria Cantwell (D-WA), Catherine Cortez Masto (D-NV), Tammy Duckworth (D-IL), Kirsten Gillibrand (D-NY), Maggie Hassan (D-NH), Jacky Rosen (D-NV), Jeanne Shaheen (D-NH), Tina Smith (D-MN), Debbie Stabenow (D-MI), Kyrsten Sinema (I-AZ), Cory Booker (D-NJ) and John Hickenlooper (D-CO).

    MIL OSI USA News

  • MIL-OSI USA: Congressional Democrats File Amicus Brief Urging Ninth Circuit Court to Affirm that EMTALA Requires Hospitals to Provide Emergency Stabilizing Care Including Abortion Care, Preempts Idaho’s Draconian Abortion Ban

    US Senate News:

    Source: United States Senator for New Hampshire Maggie Hassan
    After the Supreme Court dismissed the case, returning it to the Ninth Circuit Court, 259 Members of Congress ask the Ninth Circuit to affirm district court decision that under EMTALA, hospitals participating in Medicare must provide emergency stabilizing treatment to patients, including abortion care when necessary
    In amicus brief—led by Sens. Schumer, Murray, Wyden, Durbin and Reps. Jeffries, Clark, Pallone, Neal, Nadler, DeGette, and Lee—lawmakers argue that congressional intent, text, and history of EMTALA make clear that covered hospitals must provide abortion care when it is the “necessary stabilizing treatment” for a patient’s “emergency medical condition,” and that EMTALA clearly preempts conflicting state law
    Members: “In this case, respecting the supremacy of federal law is about more than just protecting our system of government; it is about protecting people’s lives.”
    Washington, D.C. — Today, 259 Members of Congress—led by U.S. Senators Schumer, Murray, Wyden, and Durbin, and Representatives Jeffries, Clark, Pallone, Neal, Nadler, DeGette, and Lee—submitted an amicus brief to the U.S. Court of Appeals for the Ninth Circuit in Moyle v. United States and Idaho v. United States, two consolidated cases concerning the Emergency Medical Treatment and Labor Act (EMTALA) under consideration by the en banc Ninth Circuit. EMTALA is a federal law that requires hospitals that receive Medicare funding to provide necessary “stabilizing treatment” to patients experiencing medical emergencies, which can include abortion care.
    After the Dobbs decision in 2022, a draconian anti-abortion law in Idaho went into effect that makes it a felony for a doctor to terminate a patient’s pregnancy unless it is “necessary” to prevent the patient’s death. The United States sued the State of Idaho, arguing that the state’s law is preempted by EMTALA in those circumstances in which abortion may not be necessary to prevent imminent death, but still constitutes the necessary stabilizing treatment for a patient’s emergency medical condition. The district court agreed; it held that in those limited, but critically important situations, EMTALA requires Medicare-participating hospitals to provide abortion as an emergency medical treatment. Idaho Republicans appealed that ruling to the Supreme Court, which lifted the injunction and took the case in January—in March, 258 Members filed an amicus brief, asking the Supreme Court to affirm the district court decision. In June, the Supreme Court dismissed the case but without a ruling on the merits, sending the case back to the Ninth Circuit Court and reinstating the district court’s injunction.
    In their brief in support of the Justice Department, the lawmakers ask the Ninth Circuit to uphold the district court’s ruling. They argue that the congressional intent, text, and history of EMTALA make clear that covered hospitals must provide abortion care when it is the necessary stabilizing treatment for a patient’s emergency medical condition, and that EMTALA preempts Idaho’s abortion ban in emergency situations that present a serious threat to a patient’s health.
    “[T]he 99th Congress passed EMTALA to ensure that every person who visits a Medicare-funded hospital with an ‘emergency medical condition’ is offered stabilizing treatment,” the Members write in their amicus brief. “Congress chose broad language for that mandate, requiring hospitals that participate in the Medicare program to provide ‘such treatment as may be required to stabilize the medical condition.’… That text—untouched by Congress for the past three decades—makes clear that in situations in which a doctor determines that abortion constitutes the ‘[n]ecessary stabilizing treatment’ for a pregnant patient, federal law requires the hospital to offer it. Yet Idaho has made providing that care a felony, in direct contravention of EMTALA’s mandate.”
    Importantly, the Members note that in this case, “respecting the supremacy of federal law is about more than just protecting our system of government; it is about protecting people’s lives. If this Court allows Idaho’s near-total abortion ban to supersede federal law, pregnant patients in Idaho will continue to be denied appropriate medical treatment, placing them at heightened risk for medical complications and severe adverse health outcomes… And health care providers, unwilling to let Idaho’s law override their medical judgment regarding their patients’ best interests, will continue their exile from Idaho, creating maternity-care ‘deserts’ all over the state.” The Members point to numerous reports of OB/GYNs leaving Idaho en masse since the state’s abortion ban went into effect—Idaho has since lost fifty-five percent of its maternal-fetal medicine specialists and three rural hospitals have shut down maternity services altogether.
    “These are not hypothetical scenarios. Because Idaho’s abortion ban contains no clear exceptions for the “emergency medical conditions” covered by EMTALA, it forces physicians to wait until their patients are on the verge of death before providing abortion care. The result in other states with similar laws has been ‘significant maternal morbidity,’” write the Members, pointing to harrowing reports of pregnant women with severe health complications being denied necessary abortion care, including an Idaho woman who was flown to Utah for an abortion while hemorrhaging, leaking amniotic fluid, and terrified that she would not survive to care for her two other children. “Federal law does not allow Idaho to endanger the lives of its residents in this way.”
    In their brief, the Members also clarify that the references to “unborn child” in EMTALA were intended to expand hospitals’ obligations with respect to providing stabilizing treatment—not contract them or take away the obligation to provide abortion care in certain circumstances.
    The Members’ brief also counters an argument from Idaho and its amici that the Supremacy Clause does not apply in this case because EMTALA was passed using Spending Clause authority, and therefore acts only as a condition on Medicare funding. The Members make clear that all laws passed by Congress are entitled to preemption—regardless of their source of constitutional authority—and states cannot pass laws that make it impossible for private parties to accept federal funding, inhibiting the purpose of the federal law. 
    “EMTALA requires abortion when necessary to stabilize a patient with an emergency medical condition, Idaho’s near-total abortion ban is preempted to the extent that it prevents doctors from providing that care,” the Members write. “This Court should reject Appellants’ novel theory that EMTALA is not entitled to preemptive effect because it was enacted pursuant to Congress’s spending power.  Under the Supremacy Clause, all ‘the constitutional laws enacted by congress,’ constitute ‘the supreme Law of the Land,’. As the Supreme Court has repeatedly held, the principle of federal supremacy applies to laws passed pursuant to Congress’s spending authority no less than it does to laws effectuating other enumerated powers.”
    “In sum, EMTALA plainly requires hospitals that participate in the Medicare program to provide abortion care when, in a doctor’s medical judgment, it constitutes the ‘[n]ecessary stabilizing treatment’ for a patient’s ‘emergency medical condition.’”
    The lawmakers conclude by asking the Ninth Circuit to affirm the district court’s decision that EMTALA requires Medicare-participating hospitals to provide abortion care when it is necessary as emergency medical treatment.
    In the Senate, the amicus brief was signed by 48 U.S. Senators: Schumer, Murray, Wyden, Durbin, Baldwin, Bennet, Blumenthal, Booker, Brown, Butler, Cantwell, Cardin, Carper, Casey Jr., Coons, Cortez Masto, Duckworth, Gillibrand, Hassan, Heinrich, Helmy, Hickenlooper, Hirono, Kaine, Kelly, King Jr., Klobuchar, Luján, Markey, Merkley, Murphy, Padilla, Peters, Reed, Rosen, Sanders, Schatz, Shaheen, Sinema, Smith, Stabenow, Tester, Van Hollen, Warner, Warnock, Warren, Welch, Whitehouse.
    In the House, the brief was signed by 211 U.S. Representatives.
    The lawmakers’ amicus brief to the Supreme Court can be read in full HERE.

    MIL OSI USA News

  • MIL-OSI USA: ERO Boston arrests Guatemalan noncitizen charged with sex crimes, witness intimidation against Massachusetts resident

    Source: US Immigration and Customs Enforcement

    BOSTON — Enforcement and Removal Operations Boston apprehended an unlawfully present Guatemalan noncitizen charged with aggravated rape, witness intimidation and indecent assault and battery of a Massachusetts resident. Officers from ERO Boston arrested 49-year-old Elmer Perez Aug. 15 in North Dartmouth.

    “Elmer Perez unlawfully entered the United States before making his way to Massachusetts where he allegedly committed vile and disturbing crimes in our Massachusetts community,” said ERO Boston acting Field Office Director Patricia H. Hyde. “Perez posed a significant threat to our residents that we will not tolerate. ERO Boston will continue to prioritize public safety by apprehending and removing noncitizen offenders from our New England neighborhoods.”

    Perez unlawfully entered the United States on an unknown date, at an unknown location, without inspection, admission or parole by a U.S. immigration official.

    ERO Boston lodged an immigration detainer against Perez Dec. 20, 2019, with the Bristol County Superior Court

    The Bristol County Superior Court arraigned Perez Feb. 21, 2020, on charges of aggravated rape, rape, intimidation of a witness and two counts of indecent assault and battery on a person over 14 years of age.

    The Bristol County Superior Court notified ERO Boston that Perez would be released from custody Aug. 15. Authorities at the Bristol Superior Court detention facility honored ERO Boston’s immigration detainer and released Perez Aug. 15 into the custody of ERO Boston deportation officers. Perez remains in ERO custody.

    As part of its mission to identify and arrest removable noncitizens, ERO lodges immigration detainers against noncitizens who have been arrested for criminal activity and taken into custody by state or local law enforcement. An immigration detainer is a request from U.S. Immigration and Customs Enforcement to state or local law enforcement agencies to notify ICE as early as possible before a removable noncitizen is released from their custody. Detainers request that state or local law enforcement agencies maintain custody of the noncitizen for a period not to exceed 48 hours beyond the time the individual would otherwise be released, allowing ERO to assume custody for removal purposes in accordance with federal law.

    Detainers are critical public safety tools because they focus enforcement resources on removable noncitizens who have been arrested for criminal activity. Detainers increase the safety of all parties involved — ERO personnel, law enforcement officials, the removable noncitizens and the public — by allowing an arrest to be made in a secure and controlled custodial setting as opposed to at-large within the community. Since detainers result in the direct transfer of a noncitizen from state or local custody to ERO custody, they also minimize the potential that an individual will reoffend. Additionally, detainers conserve scarce government resources by allowing ERO to take criminal noncitizens into custody directly rather than expending resources locating these individuals at-large.

    ERO conducts removals of individuals without a lawful basis to remain in the United States, including at the order of immigration judges with the Justice Department’s Executive Office for Immigration Review. The Executive Office for Immigration Review is a separate entity from the Department of Homeland Security and ICE. Immigration judges in these courts make decisions based on the merits of each individual case, determining if a noncitizen is subject to a final order of removal or eligible for certain forms of relief from removal.

    As one of ICE’s three operational directorates, ERO is the principal federal law enforcement authority in charge of domestic immigration enforcement. ERO’s mission is to protect the homeland through the arrest and removal of those who undermine the safety of U.S. communities and the integrity of U.S. immigration laws, and its primary areas of focus are interior enforcement operations, management of the agency’s detained and non-detained populations, and repatriation of noncitizens who have received final orders of removal. ERO’s workforce consists of more than 7,700 law enforcement and non-law enforcement support personnel across 25 domestic field offices and 208 locations nationwide, 30 overseas postings, and multiple temporary duty travel assignments along the border.

    Members of the public can report crimes and suspicious activity by dialing 866-DHS-2-ICE (866-347-2423) or completing the online tip form.

    Learn more about ICE’s mission to increase public safety in our New England communities on X, formerly known as Twitter, at @EROBoston.

    MIL OSI USA News

  • MIL-OSI USA: Statement Regarding Administrative Proceedings against SolarWinds Customers

    Source: Securities and Exchange Commission

    According to the Government Accountability Office, the 2019-2020 cyberattacks against SolarWinds Corporation (“SolarWinds”) and its Orion software were “one of the most widespread and sophisticated hacking campaigns ever conducted against the federal government and the private sector.”[1] It was an attack against America.[2] How has the Commission responded? By first charging SolarWinds in district court[3] and, in today’s settled proceedings,[4] charging four customers of its Orion software, with violations of the federal securities laws. Today’s proceedings impose nearly $7 million in penalties against these victims of the cyberattacks.

    The four proceedings can be divided into two categories. Two of the companies – Avaya Holdings Corp. (“Avaya”) and Mimecast Limited (“Mimecast”) – disclosed information about the cyberattack.[5] However, the Commission finds that the disclosures omitted certain material information.[6] The other two companies – Check Point Software Technologies Ltd. (“Check Point”) and Unisys Corporation (“Unisys”) – did not update an existing risk factor in response to the cyberattack.[7] The Commission finds that those risk factors became materially misleading without disclosure that the Orion software in the companies’ respective network had been compromised.[8]

    The common theme across the four proceedings is the Commission playing Monday morning quarterback. Rather than focusing on whether the companies’ disclosure provided material information to investors, the Commission engages in a hindsight review to second-guess the disclosure and cites immaterial, undisclosed details to support its charges. Accordingly, we dissent.

    Avaya and Mimecast

    Avaya

    With respect to Avaya, the Commission highlights “the likely attribution of the [cyberattack] to a nation-state threat actor” as an example of omitted material information.[9] The Commission’s view that such information is material is troubling for a couple of reasons.

    First, in its 2023 rulemaking on cybersecurity incident disclosure (the “2023 Cybersecurity Rule”),[10] neither investors nor the Commission expressed a view that the identity of the threat actor is material information. When proposing the 2023 Cybersecurity Rule, the Commission sought public feedback on whether there were specific types of information that should be disclosed for a material cybersecurity incident.[11] Not a single one of the 150-plus comment letters submitted on the proposal requested disclosure of the identity of the threat actor.[12] Accordingly, it is highly unlikely that investors consider this information to be material. When adopting the 2023 Cybersecurity Rule, the Commission stated that disclosure of cybersecurity incidents should “focus…primarily on the impacts of…[the]…incident, rather than on…details regarding the incident itself.”[13] The identity of the threat actor, while an obvious “detail…regarding the incident,” lacks a clear link to the “impact” of the incident. By using a settled proceeding to convey the view that this information is material, the Commission regulates by enforcement.

    Second, by the time Avaya disclosed information about the cyberattack in February 2021, there had already been widespread media reports[14] and a joint statement by government agencies[15] that Russia was the likely threat actor. Although Avaya’s disclosure did not tie its incident to the SolarWinds cyberattack, it is unlikely that attribution of the incident to Russia would have “significantly altered the ‘total mix’ of information”[16] about Avaya to a reasonable investor in light of the existing public information about the cyberattack.

    The Commission’s other factors for why Avaya omitted material information are equally unconvincing. The Commission cites “the long-term unmonitored presence of the threat actor in Avaya’s systems, the access to at least 145 shared files some of which contained confidential and/or proprietary information, and the fact that the mailbox the threat actor accessed belong to one of Avaya’s cybersecurity personnel.”[17] These are the “details regarding the incident itself” – as opposed to the “impact” of incident – that the Commission has said do not need to be disclosed.[18]

    Mimecast

    Although the Form 8-K requirements for disclosing material cybersecurity incidents, which were adopted as part of the 2023 Cybersecurity Rule, did not yet apply to Mimecast, it filed three Form 8-Ks related to the intrusion of the Orion software on its network.[19] In the third Form 8-K, Mimecast filed its three-page incident report for the cyberattack as an exhibit.[20] Mimecast’s efforts to inform its investors would not be rewarded; the Commission finds fault with its disclosures, particularly regarding “the large number of impacted customers and the percentage of code exfiltrated by the threat actor.”[21]

    The Commission highlights Mimecast’s failure to disclose that “the threat actor had accessed a database containing encrypted credentials for approximately 31,000 [of 40,000] customers.”[22] Where the compromised information consists of a large percentage of customer credentials, disclosure of such fact can be material. In assessing materiality in the Commission’s case against SolarWinds, the court stated that “perspective and context are critical” to evaluating whether a Form 8-K is materially misleading and that a filing is not misleading if “[the] disclosure, read as a whole, captured the big picture.”[23]

    Mimecast disclosed, without providing a percentage or number, that encrypted customer credentials had been accessed.[24] It said that the company was “resetting the affected…credentials.”[25] Mimecast further disclosed that it found “no evidence that the threat actor accessed email or archive content held by [it] on behalf of [its] customers.”[26]

    In bringing charges against Mimecast, the Commission focuses on the detail of the threat actor accessing a database containing customer credentials, as opposed to the larger picture of the effects of the incident. Access to credentials, by itself, may not be material if the threat actor does not use the credentials to misappropriate customer information. Mimecast’s disclosure, read as a whole, conveys the complete story about the unauthorized access of credentials and the lack of misappropriated information.

    With respect to disclosure of exfiltrated source code, Mimecast stated in its incident report that the threat actor had downloaded a “limited number” of its source code repositories but the company believed that the downloaded code was “incomplete and would be insufficient to build and run any aspect of the Mimecast service.”[27] The Commission finds that these statements were materially misleading because Mimecast did not disclose that the threat actor had exfiltrated “58% of its exgestion source code, 50% of its M365 authentication source code, and 76% of its M365 interoperability source code, representing the majority of the source code for those three areas.”[28]

    By calling for disclosure of specific percentages and types of source code, the Commission ignores the reasonable investor standard embedded within the materiality concept and the types of information that such investor would consider important in making an investment decision. We are doubtful that a reasonable investor would understand how exfiltration of such precise percentages of those three types of source code affects Mimecast. Similar to the Avaya case, such information is “details regarding the incident itself”[29] that do not need to be disclosed. For us, the material disclosure by Mimecast is that the cyberattack did not result in modifications of the company’s source code or have effects on its products.[30] Notably, the Commission did not find that such statement was materially misleading.

    Effect on Form 8-K, Item 1.05 Disclosure

    In addition to our concerns about the charges against Avaya and Mimecast, we are also concerned about how the proceedings against them will shape disclosure provided pursuant to new Item 1.05 of Form 8-K, which was adopted as part of the 2023 Cybersecurity Rule. This item requires companies to disclose “the material aspects of the nature, scope, and timing” of a material cybersecurity incident.[31]

    Companies reviewing today’s proceedings[32] reasonably could conclude that the Commission will evaluate their Item 1.05 disclosure with a hunger for details that runs contrary to statements in the adopting release.[33] To avoid being second-guessed by the Commission, companies may fill their Item 1.05 disclosures with immaterial details about an incident, or worse, provide disclosure under the item about immaterial incidents. The Commission staff has already identified the latter practice as an issue,[34] and today’s proceedings may exacerbate the problem. As the Commission recognized when adopting the 2023 Cybersecurity Rule, immaterial disclosure about cybersecurity incidents may “divert investor attention” and result in “mispricing of securities.”[35] However, if the Commission’s enforcement actions have the practical effect of requiring immaterial disclosure, then the benefits and underlying rationale used to support the 2023 Cybersecurity Rule may be undermined.

    Check Point and Unisys

    The Commission’s proceedings against Check Point and Unisys both rest on a similar theory: the company failed to update its cybersecurity risk factor for the Orion software compromise and left its risk factor generic (in the case of Check Point)[36] or as a hypothetical (in the case of Unisys).[37]

    Check Point

    In the SolarWinds case, the Commission argued that the SolarWinds risk factor was “unacceptably boilerplate and generic” because of “the company’s internal recognition that its security systems were faulty.”[38] The court rejected the argument after a detailed review of SolarWinds’ risk disclosure and concluded that “[v]iewed in totality, [such] disclosure was sufficient to alert the investing public of the types and nature of cybersecurity risks SolarWinds faced and the grave consequences these could present for the company’s financial health and future.”[39]

    In its proceeding against Check Point, the Commission argues that the company’s risk disclosure was generic and should have been revised because its cybersecurity risk profile had materially changed.[40] This contention, however, merits cautious consideration in light of the SolarWinds court’s reasoning in dismissing portions of the Commission’s case against SolarWinds, which, as illustrated below, was based on arguably similar disclosures.

    Court’s reason for why SolarWinds risk disclosure was not generic[41]

    SolarWinds risk factor, as quoted by the court[42]

    Check Point risk factor[43]

    Disclosed specific risks the company faced given its business model

    [SolarWinds was] vulnerable to damage or interruption from… traditional computer “hackers,” malicious code (such as viruses and worms)…denial-of-service attacks[, and] sophisticated nation-state and nation-state-supported actors (including advanced persistent threat intrusions).

    We or our products are a frequent target of computer hackers and organizations that intend to sabotage, take control of, or otherwise corrupt our manufacturing or other processes and products. We are also a target of malicious attackers who attempt to gain access to our network or data centers or those of our customers or end users; steal proprietary information related to our business, products, employees, and customers; or interrupt our systems or those of our customers or others.

    Warned about the increasing frequency of attacks

    The risk of a security breach or disruption, particularly through cyberattacks or cyber intrusion, including by computer hacks, foreign governments, and cyber terrorists, has generally increased the number, intensity and sophistication of attempted attacks.

    We believe such attempts are increasing in number.

    Warned that the company might prove unable to anticipate, prevent, or detect attacks

    Because the techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period and, therefore, have a greater impact on the products we offer, the proprietary data contained therein, and ultimately on our business.

    While we seek to detect and investigate all unauthorized attempts and attacks against our network and products, and to prevent their recurrence where practicable through changes to our internal processes and tools and/or changes or patches to our products, we remain potentially vulnerable to additional known or unknown threats.

    Alerted investors to the potential for a security breach to have very damaging consequences to the company

    The foregoing security problems could result in, among other consequences, damage to our own systems or our customers’ IT infrastructure or the loss or theft of our customers’ proprietary or other sensitive information. The costs to us to eliminate or address the foregoing security problems and security vulnerabilities before or after a cyber incident could be significant. Our remediation efforts may not be successful and could result in interruptions, delays or cessation of service and loss of existing or potential customers that may impede sales of our products or other critical functions. We could lose existing or potential customers in connection with any actual or perceived security vulnerabilities in our websites or our products.

    Such incidents, whether successful or unsuccessful, could result in our incurring significant costs related to, for example, rebuilding internal systems, reduced inventory value, providing modifications to our products and services, defending against litigation, responding to regulatory inquiries or actions, paying damages, or taking other remedial steps with respect to third parties. Publicity about vulnerabilities and attempted or successful incursions could damage our reputation with customers or users and reduce demand for our products and services.

    Unisys

    The Commission’s case against Unisys[44] rests on the finding that Unisys’s risk factor framed cybersecurity events as hypothetical, even though a compromise of the Orion software on the company’s network already had occurred.[45]

    Risk factors are designed to warn investors about events that could occur and materially affect the company. To the extent that an event has occurred and has materially affected the company, it is generally required to be disclosed in another part of a filing, such as the description of the business, management’s discussion and analysis, or the financial statements and notes thereto. Whether risk factors need to be updated because certain hypothetical risks have materialized is not always a straightforward matter,[46] and the Commission should be judicious in bringing charges in this area. If the Commission does not exercise restraint, it could find a violation in every company’s risk disclosure because risk factors cover a wide range of topics and are inherently disclosure of hypothetical events. Aggressive enforcement by the Commission may cause companies to fill their risk disclosures with occurrences of immaterial events, for fear of being second-guessed by the Commission. Such a result would frustrate the Commission’s goal of preventing a lengthy risk factor section filled with immaterial disclosure.[47]

    In light of these considerations, the case against Unisys is one that did not need to be brought. The Commission advances three reasons for why the company’s cybersecurity risk profile changed materially and its risk factor should have been updated.[48]

    First, the Commission states that a “persistent and reportedly nation-state supported threat actor compromised the company’s environment.”[49] This factor does not show materiality because it merely says that a cybersecurity incident occurred, and not every incident is material.

    Second, the Commission finds that “the threat actor persisted in the environment unmonitored for a combined span of at least sixteen months.”[50] While this fact is concerning from an information security perspective, the Commission fails to elaborate on why it is material from a securities law perspective. Notably, the Commission did not find that Unisys’s financial results were adversely affected or its reputation had measurably declined, especially relative to its peers given the widespread nature of the SolarWinds cyberattack.

    Finally, the Commission says that “[Unisys]’s investigation of the activity suffered from gaps that prevented it from identifying the full scope of the compromise.”[51] It is unclear to us how an after-the-fact investigation of a cybersecurity incident affects the materiality of the incident itself. The Commission did not find that the unidentified aspect of the compromise materially affected Unisys. Similar to the second reason, the Commission fails to explain how a subpar investigation relates to adverse effects on the company.

    Because we are not persuaded by the Commission’s arguments on the materiality of Unisys’s cybersecurity incident, we do not support the charges against the company.

    Conclusion

    Cybersecurity incidents are one of a myriad of issues that most companies face. The Commission needs to start treating companies subject to cyberattacks as victims of a crime, rather than perpetrators of one. Yes, the Commission must protect investors by ensuring that companies disclose material incidents, but donning a Monday morning quarterback’s jersey to insist that immaterial information be disclosed — as the Commission did in today’s four proceedings — does not protect investors. It does the opposite.


    [3] The court recently dismissed most of the claims the Commission brought against SolarWinds. SEC v. SolarWinds Corp., 2024 WL 3461952 (S.D.N.Y. July 18, 2024).

    [4] In the Matter of Avaya Holdings Corp., Release No. 34-101398 (Oct. 22, 2024) (“Avaya Order”), available at https://www.sec.gov/files/litigation/admin/2024/33-11320.pdf; In the Matter of Check Point Software Technologies Ltd., Release No. 34-101399 (Oct. 22, 2024) (“Check Point Order”), available at https://www.sec.gov/files/litigation/admin/2024/33-11321.pdf; In the Matter of Mimecast Limited, Release No. 34-101400 (Oct. 22, 2024) (“Mimecast Order”), available at https://www.sec.gov/files/litigation/admin/2024/33-11322.pdf; and In the Matter of Unisys Corporation, Release No. 34-101401 (Oct. 22, 2024) (“Unisys Order”), available at https://www.sec.gov/files/litigation/admin/2024/33-11323.pdf.

    [5] Avaya Order at paragraph 10 and Mimecast Order at paragraphs 9-13 and 15-16.

    [6] Avaya Order at paragraph 10 and Mimecast Order at paragraphs 9, 14, and 16-17.

    [7] Check Point Order at paragraph 13 and Unisys Order at paragraph 19.

    [8] Check Point Order at paragraphs 15-16 and Unisys Order at paragraph 19.

    [9] Avaya Order at paragraph 10.

    [10] While the facts of the proceedings against Avaya and the other three companies predate the 2023 Cybersecurity Rule, the new requirements inform our analysis of, and dissent on, these proceedings.

    [16] TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976).

    [17] Avaya Order at paragraph 10. The Commission also takes issue with Avaya’s disclosure that there was “no current evidence” of access to its “other internal systems.” Id. The Commission acknowledges that the statement was facially accurate but finds that it was made misleading because Avaya did not disclose the threat actor’s access to 145 shared files in an external cloud environment. Id. For the same reason that we do not believe that disclosure about 145 files being accessed is material, we also do not believe that Avaya’s statement about its internal systems is materially misleading.

    [18] Note 13, supra.

    [19] Mimecast Order at paragraphs 10-13.

    [21] Mimecast Order at paragraphs 9, 14, and 16.

    [22] Mimecast Order at paragraphs 6 and 14. The Commission also finds that Mimecast’s disclosure was materially misleading because it failed to disclose that the threat actor accessed server and configuration information for approximately 17,000 customers. Mimecast Order at paragraph 14. Mimecast disclosed in its incident report that the threat actor accessed server information. Mimecast Incident Report at p.1 (“[T]he threat actor accessed certain Mimecast-issued certificates and related customer server connection information.”). The Commission fails to explain why the specific number of customers whose server and configuration information was accessed is material when the company had already disclosed that server information was accessed.

    [23] SolarWinds Corp., supra note 3, at 44, 46.

    [24] Mimecast Incident Report at p.1 (“The threat actor also accessed a subset of email addresses and other contact information, as well as encrypted and/or hashed and salted credentials.”).

    [28] Mimecast Order at paragraph 16.

    [29] Note 13, supra.

    [30] Mimecast Incident Report at p.1 (“[W]e found no evidence of any modifications to our source code nor do we believe there was any impact on our products.”).

    [31] Item 1.05(a) of Form 8-K.

    [32] Although the charges against Avaya stem from the company’s risk factor disclosure, at issue is disclosure about a cybersecurity incident and so these charges may inform how companies provide disclosure under Item 1.05.

    [33] See note 13, supra, and accompanying text.

    [35] 2023 Cybersecurity Adopting Release at 51929 (“Item 1.05 is thus expected to elicit more pertinent information to aid investor decision-making. Additionally, the materiality requirement should minimize immaterial incident disclosure that might divert investor attention, which should reduce mispricing of securities.”).

    [36] Check Point Order at paragraphs 13 and 15-16.

    [37] Unisys Order at paragraph 19.

    [38] SolarWinds Corp., supra note 3, at 35.

    [39] Id. at 35-36. The court also expressed the view that cautionary language, such as risk factors, do not need to be “articulated with maximum specificity” and that doing so “may backfire.” Id. at 36. Additionally, the SolarWinds court dismissed the Commission’s charges against SolarWinds for not updating its allegedly hypothetical risk factor for incidents that had materialized. Id. at 37-39.

    [40] Check Point Order at paragraphs 12-13 and 15-16.

    [41] SolarWinds Corp., supra note 3, at 35.

    [44] In addition to fraud and reporting violations, the Commission also finds that Unisys did not maintain disclosure controls and procedures, in violation of rule 13a-15(a) under the Securities Exchange Act of 1934. Unisys Order at paragraphs 26 and 31. While we disagree with that finding, we do not address the issue in this statement. However, we note that in discussing Unisys’s cooperation, the Commission states that “Unisys took certain steps to remediate its control deficiencies, including…augmenting its cybersecurity personnel and tools, both internally and externally, to strengthen its cybersecurity risk management and protections.” Unisys Order at paragraph 32. The Commission lacks authority to require the use of certain tools, to compel the adoption of specific risk management practices, or to dictate the personnel decisions of companies in connection with cybersecurity.

    [45] Unisys Order at paragraph 19.

    MIL OSI USA News

  • MIL-OSI Security: Morris County Man Charged with Sexually Exploiting Minor

    Source: Office of United States Attorneys

    NEWARK, N.J. – A Morris County, New Jersey, man has been charged with producing and possessing images of child sexual abuse and enticement of a minor, U.S. Attorney Philip R. Sellinger announced today.

    Carlos Xavier Urbina-Gutierrez, aka Luis Urbina-Gutierrez, 23, of Wharton, New Jersey, is charged by complaint with possessing and producing child pornography and enticing a minor to produce child pornography. Urbina-Gutierrez appeared today before U.S. Magistrate Judge Leda Dunn Wettre.

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

    In 2023, Urbina-Gutierrez, posing as a student at a high school in Morris County, New Jersey. Urbina-Gutierrez used a fake online female persona on social media to communicate online with minor male victims who were students at the high school. On Dec. 25, 2023, Urbina-Gutierrez used these social media accounts to solicit one of the minor victims to engage in sexually explicit behavior while participating in a video call. Urbina-Gutierrez then surreptitiously recorded the video call and saved it to his phone. A forensic search of Urbina-Gutierrez’s cell phone revealed an approximately one-minute video of the video call with the victim. 

    The charge of production of child pornography carries a mandatory minimum penalty of 15 years in prison and a maximum penalty of 30 years in prison. The charge of enticement of a minor carries a mandatory minimum penalty of 10 years and a maximum penalty of life in prison. The charge of possession of child pornography carries a maximum penalty of 10 years in prison. Each charge also includes a maximum fine of $250,000.

    U.S. Attorney Sellinger credited special agents and members of the Child Exploitation Group of the Newark Field Office of Homeland Security Investigations, under the direction of Acting Special Agent in Charge Spiros Karabinas; the Borough of Wharton Police Department, under the direction of Chief Dave Young; and the Morris County Prosecutor’s Office, under the direction of Prosecutor Robert J. Carroll, with the investigation leading to the charges and arrest.

    The government is represented by Assistant U.S. Attorney Michael A. Hardin of the U.S. Attorney’s Office Organized Crime and Gangs Unit in Newark.

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

    MIL Security OSI

  • MIL-OSI Security: Missoula man sentenced to 15 years in prison for meth, fentanyl trafficking

    Source: Office of United States Attorneys

    MISSOULA — A Missoula man convicted by a federal jury of trafficking methamphetamine and fentanyl in the community and possessing firearms in relation to drug dealing was sentenced today to 15 years in prison, to be followed by five years of supervised release, U.S. Attorney Jesse Laslovich said today.

    After a two-day trial in June, the jury found Keith Andre Green, 50, guilty of conspiracy to possess with intent to distribute controlled substances, possession with intent to distribute controlled substances and possession of firearms and ammunition in furtherance of a drug trafficking crimes as charged in an indictment.

    U.S. District Judge Donald W. Molloy presided. 

    “Green flooded the Missoula area with pounds of meth and thousands of fentanyl pills, poisoning an untold number of Montanans. But he was even more dangerous because he traded drugs in exchange for firearms. It’s the kind of danger we should not have on our streets and indeed, he won’t be after today’s significant sentence. For the next 15 years, Green will no longer be able to peddle drugs and guns, and we will continue to pursue those like him to ensure they end up in federal prison, too,” U.S. Attorney Laslovich said.

    In court documents and at trial, the government alleged that from about May 2022 until September 2023, Green and others trafficked methamphetamine and fentanyl in Missoula and Mineral counties and possessed firearms. Law enforcement received information that Green was a major drug distributor and that he went to Spokane, Washington, three to five days a week and received about one pound of meth and a boat of fentanyl, which is 1,000 pills, on each trip. Green also traded drugs for firearms. Law enforcement executed search warrants in February 2023 on Green’s vehicle and residence and another search warrant on his residence in September 2023. Officers seized a total of 4,205 fentanyl pills and approximately 2,204 grams, which is approximately 4.8 pounds, of meth. Officers located approximately six firearms and ammunition at his residence.

    The U.S. Attorney’s Office prosecuted the case. The Bureau of Alcohol, Tobacco, Firearms and Explosives, Drug Enforcement Administration, Missoula High Intensity Drug Trafficking Area Task Force, Montana Division of Criminal Investigation and Missoula County Attorney’s Office conducted the investigation.

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

    XXX

    MIL Security OSI

  • MIL-OSI Security: U.S. Attorney Announces Election Day 2024 Program

    Source: Office of United States Attorneys

    United States Attorney Ismail J. Ramsey announced today that Assistant United States Attorney (AUSA) Sarah Griswold will lead the efforts of his Office in connection with the Justice Department’s nationwide Election Day Program for the upcoming November 5, 2024, general election.  AUSA Griswold has been appointed to serve as the District Election Officer (DEO) for the Northern District of California, and in that capacity is responsible for overseeing the District’s handling of election day complaints of voting rights concerns, threats of violence to election officials or staff, and election fraud, in consultation with Justice Department Headquarters in Washington.

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

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

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

    United States Attorney Ramsey stated that: “The franchise is the cornerstone of American democracy.  We all must ensure that those who are entitled to the franchise can exercise it if they choose, and that those who seek to corrupt it are brought to justice.  In order to respond to complaints of voting rights concerns and election fraud during the upcoming election, and to ensure that such complaints are directed to the appropriate authorities, AUSA/DEO Griswold will be on duty in this District while the polls are open, with the assistance of AUSA Kimberly Hopkins and AUSA Katherine Lloyd-Lovett.  They can be reached by the public at the following telephone numbers: AUSA Griswold, (408) 535-5060; AUSA Hopkins, (415) 436-6991; AUSA Lloyd-Lovett, (510) 637-3932.”

    In addition, the FBI will have special agents available in each field office and resident agency throughout the country to receive allegations of election fraud and other election abuses on election day.  The local FBI field office can be reached by the public at (415) 553-7400.

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

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

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

    MIL Security OSI

  • MIL-OSI Security: Jefferson County Man Admits to Firearms Charge

    Source: Office of United States Attorneys

    MARTINSBURG, WEST VIRGINIA – Bradley Charles Reckert, Jr., 32, of Harpers Ferry, West Virginia, has admitted to the possession of a firearm by a prohibited person.

    According to court documents, Reckert possessed a privately manufactured AR-style pistol in his home. Reckert is prohibited from having firearms because of his use and abuse of drugs.

    The Bureau of Alcohol, Tobacco, Firearms and Explosives; the West Virginia State Police; the Berkeley County Sheriff’s Office; and the Loudoun County, Virginia, Sheriff’s Office investigated.

    Assistant U.S. Attorney Daniel Salem is prosecuting the case on behalf of the government.

    U.S. Magistrate Judge Robert W. Trumble presided.

    MIL Security OSI

  • MIL-OSI Economics: Transcript of World Economic Outlook October 2024 Press Briefing

    Source: International Monetary Fund

    October 22, 2024

    Speakers:
    Pierre‑Olivier Gourinchas, Director, Research Department, IMF
    Petya Koeva Brooks, Deputy Director, Research Department, IMF
    Jean‑Marc Natal, Division Chief, Research Department, IMF

    Moderator:
    Jose Luis De Haro, Communications Officer, IMF

    Mr. De Haro: OK. I think we can start. First of all, welcome, everyone. Good morning for those who are joining, as online. I am Jose Luis De Haro with the Communications Department here at the IMF. And once again, we are gathered here today for the release of our new World Economic Outlook, titled Policy Pivot Raising Threats. I hope that by this time, all of you have had access to a copy of the flagship. If not, I would encourage you to go to IMF.org. There, you’re going to find the document, but also, you’re going to find Pierre‑Olivier’s blog, the underlying data for the charts, videos, and other assets that I think are going to be very, very helpful for your reporting. And what’s best, that to discuss all the details of the World Economic Outlook that, to be joined here today by Pierre‑Olivier Gourinchas, the Economic Counsellor Chief Economist and the Director of the Research Department. Next to him are Petya Koeva Brooks. She is the Deputy Director of the Research Department. And also with us, Jean‑Marc Natal, the Division Chief at the Research Department. We are going to start with some opening remarks from Pierre‑Olivier, and then we will proceed to take your questions. I want to remind everyone that this press conference is on the record and that we will also be taking questions online.

    With no further ado, Pierre‑Olivier, the floor is yours.

    Mr. Gourinchas: Thank you, Jose, and good morning, everyone. Let me start with the good news. The battle against inflation is almost won. After peaking at 9.4 percent year on year in the third quarter of 2022, we now project headline inflation will fall to 3.5 percent by the end of next year, and in most countries, inflation is now hovering close to central bank targets.

    Now, inflation came down while the global economy remained resilient. Growth is projected to hold steady at 3.2 percent in 2024 and 2025. The United States is expected to cool down, while other advanced economies will rebound. Performance in emerging Asia remains robust, despite the slight downward revision for China to 4.8 percent in 2024. Low‑income countries have seen their growth revised downwards, some of it because of conflicts and climate shocks.

    Now, the decline in inflation without a global recession is a major achievement. Much of that disinflation can be attributed to the unwinding of the unique combination of supply and demand shocks that caused the inflation in the first place, together with improvements in labor supply due to immigration in many advanced countries. But monetary policy played a decisive role, keeping inflation expectations anchored.

    Now, despite the good news, on inflation, risks are now tilted to the downside. This downside risks include an escalation in regional conflicts, especially in the Middle East, which could cause serious risks for commodity markets. Policy shifts toward undesirable trade and industrial policies could also significantly lower output, a sharp reduction in migration into advanced economies, which can unwind some of the supply gains that helped ease inflation in recent quarters. This could trigger an abrupt tightening of global financial conditions that would further depress output. And together, these represent about a 1.6 percent of global output in 2026.

    Now, to mitigate these downside risks and to strengthen growth, policymakers now need to shift gears and implement a policy triple pivot.

    The first pivot on monetary policy is already underway. The decline in inflation paved the way for monetary easing across major central banks. This will support activity at a time when labor markets are showing signs of cooling, with rising unemployment rates. So far, however, this rise has been gradual and does not point to an imminent slowdown. Lower interest rates in major economies will also ease the pressure on emerging market economies. However, vigilance remains key. Inflation in services remains too elevated, almost double prepandemic levels, and a few emerging market economies are seeing rising price pressures, calling for higher policy rates. Furthermore, we have now entered a world dominated by supply shocks, from climate, health, and geopolitical tensions. And this makes the job of central banks harder.

    The second pivot is on fiscal policy. It is urgent to stabilize debt dynamics and rebuild much‑needed fiscal buffers. For the United States and China, current fiscal plans do not stabilize debt dynamics. For other countries, despite early improvements, there are increasing signs of slippage. The path is narrow. Delaying consolidation increases the risk of disorderly adjustments, while an excessively abrupt turn toward fiscal tightening could hurt economic activity. Success requires implementing, where necessary, and without delay, a sustained and credible multi‑year fiscal adjustment.

    The third pivot and the hardest is toward growth‑enhancing reform. This is the only way we can address many of the challenges we face. Many countries are implementing industrial and trade policy measures to protect domestic workers and industries. These measures can sometimes boost investment and activity in the short run, but they often lead to retaliation and ultimately fail to deliver sustained improvements in standards of living. They should be avoided when not carefully addressing well‑identified market failures or narrowly defined national security concerns.

    Economic growth must come, instead, from ambitious domestic reforms that boost innovation, increase human capital, improve competition and resource allocation. Growth‑enhancing reforms often face significant social resistance. Our report shows that information strategies can help improve support, but they only go so far. Building trust between governments and citizens and inclusion of proper compensation measures are essential features.

    Building trust is an important lesson that should also resonate when thinking about ways to further improve international cooperation to address common challenges in the year that we celebrate the 80th anniversary of the Bretton Woods Institutions. Thank you.

    Mr. De Haro: Thank you, Pierre‑Olivier. Before we open the floor for your questions, let’s remind some ground rules. First of all, if you have any question that it is related to a country program or a country negotiation, I would recommend not to formulate that question here. Basically, those questions can be formulated in the different regional press briefings that are going to happen later this week.

    Also, if you want to ask a question, just raise your hand, wait until I call you. Identify yourself and the outlet that you represent. And let’s try to keep it to just one question. I know that there are going to be many, many questions. We might not be able to take all of you. So please be patient. There are going to be many other opportunities to ask questions throughout the week.

    Let me start—how I am going to start. I am going to start in the center. A couple of questions here. Then I am going to go to my right, and then I am going to go there. I am going to start in the first row, the lady with the white jacket, thank you.

    QUESTION: Thank you, Jose, for taking my question. I am Moaling Xiong from Xinhua News Agency. I want to ask about the geopolitical tensions that was mentioned in the report. It says there are rising geopolitical tensions. So far, the impact has been limited. But further intensification of geopolitical rifts could weigh on trade, investment, and beyond. I wonder whether Pierre‑Olivier, could you talk a little bit about what are the economic impacts of growing geopolitical tensions? Thank you.

    Mr. Gourinchas: Thank you. This is, of course, a very important question. This is something that we are very concerned about, the rising geoeconomic fragmentation, trade tensions between countries, measures that are disrupting trade, disrupting cross‑border investment. This is something that we have looked at in our World Economic Outlook report. In Chapter 1, we have a box that evaluates the impact of various adverse measures, measures that could be taken by policymakers or various of shocks that would impact output. And when we look at the impact that rising trade tensions could have, there are two dimensions of this. One is, of course, you are increasing tariffs, for instance, between different blocs. That would disrupt trade. That will misallocate resources. That will weigh down on economic activity. But there is also an associated layer that comes from the uncertainty that increases related to future trade policy. And that will also depress investment, depress economic activity and consumption. When we put these two together, what we find is, we find an impact on world output that is on the order of about 0.5 percent of output levels in 2026. So it’s a quite sizable effect of both an increase in tariffs between different countries and an increase in trade policy uncertainty.

    Mr. De Haro: OK. I’m going to continue here in the center. We’re going to go to the gentleman on the third row. Yep. There. There, third row, there. Third row. Thank you.

    QUESTION: Hi. Thanks very much for taking my question. I just want to ask about the inflation side of the WEO. You mentioned just now inflation, you know, the battle is almost won. I am just wondering, there’s sort of a divergence between the advanced economies and emerging markets and developing economies. When do you expect inflation to sort of fall toward that 2 percent target in emerging markets and developing economies? Thanks.

    Mr. Gourinchas: Yes. So inflation, the progress on inflation has been more pronounced for advanced economies, and now we expect advanced economies to be back to their target sometime in 2025 for most of them. For emerging markets and developing economies, there is more variation, and we see an increase in dispersion of inflation, so a lot of countries have made a lot of progress. You look, for instance, at emerging Asia. There are inflation levels very similar to advanced economies for a number of them. You look at other regions—in the Middle East, for instance, or sub‑Saharan Africa—and you have countries that still have double‑digital inflation rates and will maybe take more time to converge back. So we see an increased divergence that reflects some of the shocks that are specific to some of these regions. Of course, conflict or climate‑related shocks can have an impact on inflation, and that’s what we’re seeing in these two regions I mentioned.

    Mr. De Haro: OK. Now I’m going to move to my right. The first row here, the lady with the red suit.

    QUESTION: Hello. This is Norah from Asharq Business with Bloomberg from Dubai.

    Pierre, you mentioned that the geopolitical tensions could account for 0.5 percent of output if things kind of get out of hand. To what extent is this a very optimistic number here? Because we’re talking about tensions not only in the Middle East. You have things going down in the Taiwan Strait. We have the Russian‑Ukraine war still ongoing. And there is a very big risk that shipping lines, straits might get disrupted. And this would affect very substantially the price of oil and other commodities. To what extent this would affect output—again, global output and inflation levels? Would inflation be a big risk again if major commodities prices increased substantially?

    Mr. Gourinchas: Yes. So you are absolutely right. The scenario I was referring to earlier is a scenario where we have increased trade disruptions, tariffs, and trade policy uncertainty. But one can think also about geopolitical tensions impacting commodity market or shipping. Now, this is not something that we looked at in this report. That’s something that we had looked at in our April report. And in April, when we looked at the potential for escalation in conflicts in the Middle East, the impact it could have on oil prices or on shipping costs, we found that this would very much be in the nature of adverse supply shock. It would negatively impact output, and it would increase inflation pressures. Now, the numbers we had when we did that exercise back in April, they’re still very relevant for the environment we’re in now. And that was one of the layers I showed today, is that it would reduce output by another about 0.4 percent by 2026 and would increase inflation by something on the order of 0.7 percent higher inflation in 2025. So this is something that is very much on top of the other tensions that I mentioned. This is why we are living in this world where there are multiple layers of risk that could be compounding each other.

    Mr. De Haro: I’m going to stay here. First row, here. Thank you.

    QUESTION: Thank you. My name is Simon Ateba. I am with Today News Africa Washington, D.C. I would like you to talk a little bit more about the situation in Africa. I know two years ago it was about COVID and then Ukraine. What do you see now? And what are some of the recommendations for sub‑Saharan Africa? Thank you.

    Mr. Gourinchas: So sub‑Saharan African region is one that is seeing growth rates that are fairly steady this year, compared to last year, at about 3.6 percent, and then expected to increase to about 4.2 percent next year. So we’re seeing some pickup in growth from this year to next year. But now, this is certainly a region that’s been adversely impacted by weather shocks and, in some cases, conflict. So the growth remains subdued and somewhat uneven, and that’s certainly something that we are concerned about.

    Let me turn it over to my colleague Jean‑Marc Natal to add some color.

    Mr. Natal: I would be happy to. Do you hear me? OK.

    So yes, so there has been over the last year, year and a half, there has been some progress in the region. You saw, you know, inflation stabilizing in some countries going down even. And reaching close—level close to the target. But half of them is still at distance, large distance from the target. And a third of them are still having double‑digital inflation.

    In terms of growth, as Pierre‑Olivier mentioned, it’s quite uneven, but it remains too low. The other issue is debt in the region. Obviously, it is still high. It has not increased. It has stopped increasing, and in some countries already starting to consolidate. But it’s still too high. And the debt service is correspondingly still high in the region. So the challenges are still there. There has been some progress. So in terms of the recommendation, in countries where inflation is very high, you would recommend, you know, tight monetary policy and in some cases, when possible, helped by consolidation on the fiscal side.

    It’s complicated. In many countries, you know, there are trade‑offs, and, you know, consolidating fiscal is difficult when you also have to provide for relief, like in Nigeria, for example, due to the flooding. So targeting the support to the poor and the vulnerable is part of the package when you consolidate. I will stop here.

    Mr. De Haro: OK. I am moving to my left. I am going to go to the gentleman in the first row.

    QUESTION: Thank you very much. Joel Hills from ITV News. We know that the chancellor in the United Kingdom is planning on changing the fiscal rule on debt to allow for—to borrow more for investment. Pierre‑Olivier, do you support this idea? And what, in your view, are the risks? And should the U.K. government continue to target a fall in debt of some description or a rise in public sector net worth?

    Mr. De Haro: Pierre‑Olivier, before you answer, are there any other questions on the U.K. in the room? I am going to take just two more from this group of U.K. reporters on my right that they are very eager. Just two questions more. We do not want to overwhelm—

    QUESTION: Alex Brummer from the Daily Mail in London. Again, around the chancellor’s upcoming budget. In your opening remarks, you referred to the possibility of abrupt changes in fiscal policy, disrupting what might happen to economies. U.K., according to your forecast, is in a quite good place in terms of growth heading upward. Do you fear that too strong a change in direction in fiscal policy in the U.K. could affect future growth?

    Mr. De Haro: Just one more question.

    QUESTION: Mehreen Khan from The Times. You mentioned that there are some countries at risk of fiscal slippage because governments have promised to do their consolidation have struggled to execute. Is the U.K. in that group? Also, the IMF has previously recommended that countries are under fiscal strain should—can keep sort of investment flowing if they do shift to measures like public sector net worth. Is that still a recommendation that you stand by in particular relevance for the U.K.?

    Mr. De Haro: And to give Pierre‑Olivier a little bit of time, I just want to remind everyone that we will have regional press briefings later this week, and some of these questions can be brought to all heads of departments that are going to be talking later on in the week. Pierre‑Olivier?

    Mr. Gourinchas: First, I will make three quick remarks. We are going to wait and see at the end of this month, on October 30, the details of the budget that will be announced by the U.K. government. And at that point, we’ll be able to evaluate and see the detail of the measures and how they will impact the U.K. economy.

    The broader question, I think, is relevant for many countries, not just the U.K. And it goes to the second pivot I mentioned, this narrow path in terms of fiscal consolidation. I think when countries have elevated debt levels, when interest rates are high, when growth is OK but not great, there is a risk that things could escalate or get out of control quickly. And so there is a need to bring debt levels down, stabilize them when they are not stabilized and rebuild fiscal buffers. That is true for many countries around the world. And if you are not doing that—and that is getting to the question that was asked by the gentleman on the right here—if you’re not doing that, that’s when you find yourself potentially later on at the mercy of market pressures that will force an adjustment that is uncontrolled to a large extent. At which point you have very few degrees of freedom, so you do not want to get in that position. And I think the effort to stabilize public debt has to be seen in that context.

    Now, the other side of the narrow path is, of course, if you try to do too much too quickly, you might have an adverse impact on growth. And you have to be careful there because we do have important—most countries have important needs when it comes to spending, whether it’s about central services, what we think about healthcare, or if we think about public investment and climate transition. So we need to protect also the type of spending that can be good for growth. So finding ways—and this is something that our colleagues in the Fiscal Monitor report emphasize, finding ways to consolidate by reducing expenditures where it’s needed. Maybe raising revenues. Often, it’s a combination of both but doing so in a way that is least impactful on growth. It’s country by country. There is no general formula. But that’s kind of the nature of the exercise.

    That pivot, that second pivot is absolutely essential. At the point we’re at again precisely because we’re in a world in which there will be more shocks and countries need to be prepared and need to have some room on the fiscal side to be able to build that.

    Mr. De Haro: OK. Last question on this side. Then I will go online, and then I will go around the room again. The gentleman in the second row.

    QUESTION: Thanks, Jose. Pierre‑Olivier, a question on Argentina. The IMF is maintaining its projections for the country for next year, improving GDP and inflation, 45 percent at the end of the year. Oh, yes. Sorry. Alam Md Hasanul from International.

    A question on Argentina. The IMF is maintaining its projections for next year, but I wanted to see if you could give us a little bit more detail on, where do you see the economy going. And if it’s accurate to say at this point that the worst of the crisis is in the past? Thanks.

    Mr. De Haro: We have received other questions regarding Argentina online from Lilliana Franco. Basically, she wants to know what’s behind our expectations for inflation for 2025. And I think that there are other Argentine reporters in the room. I see them in the back. Please, if somebody can get them the mic and we can get all the questions on Argentina and then move on to other regions. There. There. Those two, please. Try to keep it short.

    QUESTION: Hi. Patricia Valli from El Cronista. You mentioned the need to keep going with the reforms. And the government in Argentina is implementing a series of reforms. What’s the take of the IMF in terms of these? And if they are perhaps hurting the most vulnerable due to the increase of poverty numbers in Argentina in the past report?

    QUESTION: Hello. Juan Manuel Barca from Clarín Newspaper. I want to know if you raised your employment projection compared to the April—compared to the July forecast.

    Mr. Gourinchas: Yes. So let me first state at the outset that our projections for Argentina have not been updated since July, and the reason for this is because there are ongoing program discussions between the authorities and the Fund. And so while that process is going on, we did not update the projections for the October round.

    Now, to come to the question that was asked on the left. There are two things that are relevant for Argentina, two main things. One is what’s happening on the inflation side. Here, I think the progress has been very substantial. We are now seeing month‑on‑month inflation in Argentina close to 3.5 percent, and this is down from about 25 percent month on month back in December of last year. So very, very significant decline in the inflation rate. So that’s something to acknowledge. And the hope is, of course, that the measures in place will continue to improve the situation on that front.

    On the growth front, what we are saying is that activity has contracted substantially in the first half of the year, but there are signs that it’s starting to gradually recover. Now how much again, I cannot give you an update because we do not have it as of now. But there are signs that there is a recovery in real wages and in private credit and activity.

    Now, of course, this has been difficult for the Argentine economy, the decline in growth of that nature. And that’s something that, again, we are engaged in discussions with the authorities on the best way forward. I cannot comment more than that.

    Mr. De Haro: OK. Now I am going to get a question from our colleagues on WebEx. I think that Weier is there.

    QUESTION: I have a question on China. Given China’s recent implementation of various stimulus measures, such as support for the real estate—real sector and interest rate reductions and other economic incentives, we’ve already seen a major boost in its capital market. So how do you assess the potential impact of these developments on China’s economic recovery and growth perspective?

    Also, how the external effects, such as the Federal Reserve’s easing monetary path, will play a role here. Thank you.

    Mr. De Haro: Before you answer on the Federal Reserve, there’s other questions on China of a similar nature. Recent stimulus announced by the Governor and its effects.

    Mr. Gourinchas: OK. So China, as I mentioned in my opening remarks, we have a slight downward revision for its 2024 growth, compared to our July projections to 4.8 percent. And that’s a revision that’s coming largely due to a weaker second quarter of the year. And that weaker second quarter of the year is reflecting continued decline in confidence in the household and corporate sector and also the continued problems in the property sector in China.

    Now, this is something that, of course, is a top priority to address for the Chinese authorities. And we’ve seen a number of measures that have been announced since the end of last month. First measures, monetary and financial measures announced by the People’s Bank of China, and then some fiscal measures that were announced a few weeks ago.

    These measures in general go in the right direction, from our perspective. They are trying to improve the situation in the property sector. They’re trying to, for instance, lowering borrowing rates or trying to improve the balance sheet of the property developers.

    In our view, in our assessment, the measures announced at the end of last month by the PBOC, although they go in the right direction, are not sufficient to lift growth in a substantially material way. And that’s why our forecast is still at about 4.8 percent for 2024 and is unchanged for next year, at 4.5 percent.

    The new, more recent measures announced a few weeks ago by the Ministry of Finance are not incorporated in our forecast. We are waiting to see the details. I should mention, however, that since then, there has also been a release of the Q3 growth for China, and this has also been a little bit on the disappointing side. So I would say that what we’re seeing in terms of where the Chinese economy might be going is a little bit of a downward revision coming from the Q3 forecast and then potentially some measures that will help lift the economy going forward.

    Mr. De Haro: OK. So we have an additional question online. Basically, it comes from a reporter in Israel who wants to know how the current conflict is affecting the region and the global economy. Also, if there’s any other questions regarding the ongoing conflict, we can go here in the first row, please.

    QUESTION: Hi. Amir Goumma from Asharq with Bloomberg. With the GCC countries increasingly focusing and diversifying their economies away from oil now, how the IMF sees the progress and how you assess that with geopolitical tensions that may affect the attraction of the investment?

    Mr. Gourinchas: OK. So on the impact of the conflict in the Middle East on the countries in the region, and more broadly, let me ask my colleague Petya Koeva Brooks to come in.

    Ms. Koeva Brooks: Sure. Indeed, the conflict has inflicted a heavy toll on the region, and our hearts go to all who have been affected by it. We are monitoring the situation very closely. And what we could say at this stage is apart from the enormous uncertainty that we see is that the fallout has been the hardest in the countries in the region, at the epicenter of the conflict. We’ve seen significant declines in output in West Bank, in Gaza. Lebanon has also been hard hit. Now, we’ve also seen impact in the—on the economy in Israel, although there, I think the—so far at least, the impact has been smaller.

    Now, beyond that, there has also been an impact on commodity prices, on oil prices. We’ve seen quite a lot of volatility, though, as other factors have also come in, such as the concerns about global demand kind of have pushed prices in the opposite direction.

    Now, beyond that, when it comes to specific countries in the GCC region, when it comes to, for instance, Saudi Arabia, we’ve seen there, actually the non‑oil output has done very well, and we do have a small downward revision in the overall growth rate, but that is pretty much because of the voluntary oil cuts that have now been extended through November. Let me stop here. Thank you.

    Mr. De Haro: OK. We are coming here to the center of the room. I’m going to go way back. The gentleman in the blue shirt that I think is the third row from the back. Yep. There. He has—there, there, there. A little bit. Can you stand up? Yep. Perfect. And then I will go with you, with the lady.

    QUESTION: Thank you for doing this. Your alternative scenario about the trade war does not seem so far from reality. Indeed, especially if Trump wins the elections. So could you augment about that? Thank you.

    Mr. De Haro: We have a couple of questions similar to that nature.

    Mr. Gourinchas: Yes. So, I mean, of course, I will first preface by saying we are not commenting on elections or potential platforms here at the IMF. What we are seeing and when we’re looking at the world economy goes beyond what might be happening in a single country. This is why the scenario that we are looking at in Box 1.2 of our World Economic Outlook is one that focuses on, if you want, an escalation of trade tensions between different regions—whether the U.S., the European Union, or China. And the numbers I quoted earlier are reflecting our model estimates of the cumulative impact of this increase in tensions. So I think that this is something that we are very concerned about. We’ve seen a very sharp increase in a number of trade‑distorting measures implemented by countries since 2019, roughly. They’ve gone from 1,000 to 3,000, so tripling of trade‑distorting measures implemented by countries, and 2019 was not a low point. That was already something that was above what we were seeing in the 2010s. So there is definitely, you know, a direction of travel here that we are very concerned about because a lot of these trade‑distorting measures could reflect decisions by countries that are self‑centered but could be ultimately harmful not just to the global economy, but this is the benefits of doing a scenario analysis like the one we did. They are also hurtful for the countries that want to implement them, as well, because the impact on global trade also makes the residents of a country poorer.

    Mr. De Haro: OK. I’m going to take a question from WebEx and then I’m going to go to you. I think that we have a question on the U.S. Please go ahead.

    QUESTION: My question would be regarding the U.S. resilience toward inflation shock. I remember talks about this during the April meetings and the April report. And I wanted to ask you whether you’re still committed to this forecast of the U.S. resiliency, and whether we can still see the risk of recession in the U.S. since recent talks about the unemployment data, it has not always come to the expectations of what the bond market or the stock exchange thinks.

    So is the U.S. still as resilient as you saw it in April this year?

    Mr. Gourinchas: Yes. So, I mean, the news on the U.S. is good in a sense. We have had an upgrade in growth forecasts for 2024 and 2025. The historical numbers have also been revised, so even upgraded 2023, that is already sort of behind us. But the numbers came in, and they were stronger than what was realized. And that strong growth performance has been happening in a context of a continued disinflation. There have been some bumps in the road. The disinflation may not have been proceeding, especially earlier in the year, as quickly as was projected, but lately it has been quite substantial.

    So what accounts for this is two things that are really important there. One is, there is strong productivity growth that we see when we look at the U.S. That’s somewhat unlike other advanced economies, in fact. When we look around the world. And the second is also a very significant role that immigration has played, the increase in foreign‑born workers in the U.S. that have been integrated fairly quickly into the labor force. Now, the increase in unemployment that we’ve seen recently—I just showed it in my opening remarks—reflects to a large extent the fact that you have this increase in foreign‑born workers. And it takes—they have been integrated quickly in the labor force, but still there was an influx of them or there was an influx of them, and it’s taken a little bit of time to absorb them. And that’s what is reflected in the increased unemployment rate. So the labor market picture remains one that is fairly, fairly robust, even though it has cooled off but from very, very tight levels. Growth is solid. So I think the answer to the question that was posed, I think a risk of a recession in the U.S. in the absence of a very sharp shock would be somewhat diminished.

    Now, that is really what paved the way when you think about what the Federal Reserve is doing, seeing this inflation coming down a lot but noticing the increase in unemployment, pivoting away from just fighting inflation, that fight is almost done, and now being more concerned about, maybe what might be happening going forward with the labor market and wanting to make sure that that cooling off of the labor market does not turn into something that is more negative.

    Mr. De Haro: OK. The clock here says that I have seven minutes that I can push a little bit, but we go there. Then we will go to this side. And come back here and maybe end around here.

    QUESTION: Thank you very much. My name is Hope Moses‑Ashike from Business Day Nigeria. So I am right here in this room, in April, you projected the Nigeria economy to grow by 3.3 percent, and you cited improved oil sector, security, and then agriculture. So I want to understand, what has changed since then in terms of Nigeria’s growth and the factors you mentioned? Thank you.

    Mr. Gourinchas: Thank you. Jean‑Marc, do you want to comment on Nigeria?

    Mr. Natal: Yes. Rightly so. We revised growth for Nigeria in 2024 by .2 down. And, you know, things are volatile, I suppose, because the reason for the revision is precisely issues in agriculture related to flooding. And also issues in the production of oil related to security issues, and also maintenance issues that have pushed down the production of oil. So these two factors have played a role.

    Mr. De Haro: OK. We go to this side. I’m going to go to the front row, the lady with the white jacket. Thank you.

    QUESTION: Thank you. So this is still a follow‑up question since you just answered on Nigeria. What’s the IMF’s projection for the social impacts on full subsidy removal, especially when you—full subsidy removal and forex unification in terms of poverty, inequality, and food insecurity? And also, can give us your medium‑term projections for Nigeria’s growth? Thank you.

    Mr. Gourinchas: So I am afraid on this one I will have to go back and check because I do not have the number ready on the impact of the removal of the fuel subsidies specifically that you asked about. I do not know if my colleagues—

    Mr. De Haro: And I would encourage you to formulate this question in the press briefing for the regional outlook for the African Department. Probably there, you will get your answer, but reach out to us bilaterally and then we will get you the question.

    We are going to stay—we’re going to go to the gentleman in the back. Yep.

    QUESTION: Thanks very much. Andy Robinson of La Vanguardia, Barcelona, Spain. There seems to be a strange sort of divergence in the euro zone economy in which Spain—you have revised upwards Spain’s GDP growth forecast a whole point, percentage point, whilst Germany is languishing. Could I ask you, is Spain’s performance sustainable? And Germany’s in a recession?

    Also, one other question. You seem in your box on inflation and wage share and profit share, wage share you seem to be suggesting if there’s any danger of increasing inflation in the future, it’s more an excessive profit share than exactly wage? Could you tell me if that’s a correct interpretation? Thanks.

    Mr. Gourinchas: Yes. So just a few words on the euro area in general. And then I will let my colleague Petya come in on Spain. We do see some divergence across the different countries of the euro area. And one of the drivers is how reliant they are on manufacturing, as one of the key sectors in domestic production. And what you are seeing is, there is a general weakness in manufacturing and that’s heating countries like Germany. While countries that are maybe a bit more reliant on services, including tourism—and Spain is one of them—are seeing a better performance.

    Now, on the second part of your question, and I will turn it over to Petya, on the profit share and wages. We’re seeing now wage growth that is in excess of inflation. And sometimes people say, well, that’s a problem because that means, you know, maybe that cannot be sustained and therefore there will be more inflation. Well, not quite. That’s not the view we have here at the Fund. A lot of the increase in wages in excess of inflation right now—so that’s an improvement in real wages in standards of living—is reflecting a catchup phenomenon. It’s after years during which inflation was higher than wage inflation, wage increase. So real wages are catching up. They are covering lost ground.

    Now, during those years when inflation was higher than wages, profit margins somewhere were higher in the economy. And that is the profit margin that is being eroded back. So it’s not that we’re squeezing profits inordinately right now. It’s just they’re coming back more toward their historical level as real wages are catching up, and that’s not necessarily a concern in terms of inflation dynamics going forward. With this, let me turn it over to Petya.

    Ms. Koeva Brooks: Thank you. Indeed Spain does stand out as one of the countries with a substantial upward revision for this year. We’re now projecting growth to be 2.9, after last year, when it was 2.7. So what’s behind this revision is the positive surprises that we’ve already seen, especially in the second quarter, as well as some of the revisions to the back data.

    And then when we look at the composition of these surprises, again, it was net exports and the receipts from tourism that were a substantial contributor. But also, private consumption and investment also played a role, which may imply that some of the impact of the national recovery plan and the EU funds that are being used could—we could already be seeing the impact of that. And then when we move forward, we are expecting a slowdown in growth next year, but, again, if these—if this investment continues, of course, that would be a very positive factor behind the recovery. Thanks.

    Mr. De Haro: OK. I have time for just one question because literally, we have 15 seconds. So I’m going to go with the gentleman here.

    QUESTION: Thank you. Barry Wood, Hong Kong Radio. Mr. Gourinchas, in April you said likely we will see one rate cut in the United States. We’ve seen it. The data, as you just said, is very good. Would further rate cuts be counterproductive?

    Mr. Gourinchas: Well, in our projections, of course, we need to make some assumptions about what central banks, and this round of projection is no exception. So in our projections just released today, we’re assuming that there will be two more rate cuts by the Fed in 2024 and then four additional rate cuts in 2025. And that would bring the policy rate towards the terminal rate that is around 2.75, 3. Why do we see the additional rate cuts? Well, in part it’s the progress on inflation. And then as I mentioned earlier, as an answer to an earlier question, the fact that we’re seeing the labor markets cooling and therefore the concern for the Fed is now to make sure that that last part of the disinflation process is not one that is going to hit activity. In the Chapter 2 of our report, we describe how that last mile could be somewhat more costly because, as the supply constraints have eased and moved away, it becomes harder to bring down inflation in that last mile without hurting economic activity, so it’s important to also adjust the policy rate path in a direction of a little bit more easing, as the economy is smooth landing.

    Mr. De Haro: OK. As in life, all good things have to come to an end. But before that, I want to thank you all, on behalf of Pierre‑Olivier, Petya, and Jean‑Marc. Also, on behalf of the Communications Department and a couple of reminders for all of you, the Global Financial Stability Report press briefing is going to happen in this same room at around 10:15 a.m. Tomorrow morning, you have the press briefing for the Fiscal Monitor, and later on in the week, you will have the Managing Director’s press briefing and all the regional press briefings that we’ve been talking about. I want to encourage you to go to IMF.org, download the flagships, the World Economic Outlook, and if you have any questions, comments, feedback, everything to media at IMF.org. So have a great day.

    IMF Communications Department
    MEDIA RELATIONS

    PRESS OFFICER:

    Phone: +1 202 623-7100Email: MEDIA@IMF.org

    @IMFSpokesperson

    MIL OSI Economics

  • MIL-OSI: Peapack-Gladstone Financial Corporation Reports Third Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    BEDMINSTER, N.J., Oct. 22, 2024 (GLOBE NEWSWIRE) — Peapack-Gladstone Financial Corporation (NASDAQ Global Select Market: PGC) (the “Company”) announces its third quarter 2024 financial results.

    This earnings release should be read in conjunction with the Company’s Q3 2024 Investor Update, a copy of which is available on our website at http://www.pgbank.com and via a current report on Form 8-K on the website of the Securities and Exchange Commission at http://www.sec.gov.

    During the third quarter of 2024, deposits grew $279 million, to $5.9 billion, which represents an annualized growth rate of 20%. Nearly half of the deposit growth during the quarter was attributed to an increase in noninterest-bearing demand deposit balances which grew $130 million to $1.1 billion. Strong core relationship growth throughout 2024 has allowed the Company to repay all outstanding short-term borrowings and strengthen its liquidity position.  The Company also saw an increase in loan demand during the third quarter. Outstanding loan balances increased by $51 million to $5.3 billion as of September 30, 2024.

    The Company recorded net income of $7.6 million and diluted earnings per share (“EPS”) of $0.43 for the quarter ended September 30, 2024 compared to net income of $7.5 million and EPS of $0.42 for the quarter ended June 30, 2024.

    Net interest income increased $2.6 million, or 8%, on a linked quarter basis to $37.7 million during the third quarter of 2024 compared to $35.0 million in the second quarter.  The growth in net interest income was driven by continued improvement in the net interest margin. The net interest margin increased to 2.34% for the quarter ended September 30, 2024 compared to 2.25% for the quarter ended June 30, 2024 and 2.20% for the quarter ended March 31, 2024.

    Douglas L. Kennedy, President and CEO said, “Our expansion into the metro New York market, leading with our ‘Single Point of Contact’ private banking strategy, continues to deliver results ahead of plan. Our third quarter results reflect this success through strong core deposit growth, continued improvement in net interest income and enhanced liquidity profile. Our New York Commercial Private Banking initiative is currently managing over $730 million in customer relationship deposits, which includes 31% in noninterest-bearing demand deposits. We expect that our expansion will become accretive to earnings in early 2025.”

    Mr. Kennedy also noted, “During the third quarter of 2024, Moody’s reaffirmed our investment grade ratings with a stable outlook after a thorough analysis of our business model and balance sheet. We are fully aware of the headwinds created by the current interest rate environment, and we are confident in our ability to manage through any of these issues that may arise as we execute our private banking strategy, which over time will deliver shareholder value.”

    The following are select highlights for the period ended September 30, 2024:

    Wealth Management:

    • AUM/AUA in our Wealth Management Division totaled a record $12.1 billion at September 30, 2024 compared to $10.9 billion at December 31, 2023.
    • Gross new business inflows for Q3 2024 totaled $140 million ($130 million managed).
    • Wealth Management fee income was $15.2 million in Q3 2024, which amounted to 27% of total revenue for the quarter.

    Commercial Banking and Balance Sheet Management:

    • Year-to-date total deposits have increased by $661 million, to $5.9 billion at September 30, 2024 compared to $5.3 billion at December 31, 2023. The Company intentionally allowed $121 million in high cost, non-core relationship deposits to roll off during the first nine months of 2024. Excluding this deposit run-off, core relationship deposits have grown by $782 million during 2024.
    • The Company has repaid $404 million in short-term borrowings as of September 30, 2024.
    • Total loans declined $116 million to $5.3 billion at September 30, 2024 from $5.4 billion at December 31, 2023. However, outstanding loans increased by $51 million during the three-month period ended September 30, 2024 after experiencing contraction during the first six months of 2024.
    • Commercial and industrial lending (“C&I”) drove a majority of the growth during the third quarter. C&I balances represent 42% of the total loan portfolio at September 30, 2024. A strong pipeline of new business has been built heading into Q4.
    • Fee income on unused commercial lines of credit totaled $845,000 for Q3 2024.
    • The net interest margin (“NIM”) was 2.34% in Q3 2024, an increase of 9 basis points compared to 2.25% at Q2 2024.
    • Noninterest-bearing demand deposits increased by $130 million during the third quarter of 2024 and represented 18% of total deposits as of September 30, 2024.

    Capital Management:

    • Tangible book value per share increased 6% to $32.00 per share at September 30, 2024 compared to $30.31 at December 31, 2023. Book value per share increased 5% to $34.57 per share at September 30, 2024 compared to $32.90 at December 31, 2023.
    • During the third quarter, the Company repurchased 100,000 shares of common stock at a total cost of $2.6 million, or an average cost of $25.92 per share. During the first nine months of 2024, the Company repurchased 300,000 shares of common stock at a cost of $7.2 million. For the full year 2023, the Company repurchased 455,341 shares at a cost of $12.5 million.
    • At September 30, 2024, the Tier 1 Leverage Ratio stood at 10.99% for Peapack-Gladstone Bank (the “Bank”) and 9.33% for the Company. The Common Equity Tier 1 Ratio (to Risk-Weighted Assets) was 13.75% for the Bank and 11.67% for the Company at September 30, 2024. These ratios remain significantly above well capitalized standards, as capital continues to benefit from net income generation.

    SUMMARY INCOME STATEMENT DETAILS:

    The following tables summarize specified financial details for the periods shown.

    Nine Months Ended September 30, 2024 Year Compared to Nine Months Ended September 30, 2023

        Nine Months Ended     Nine Months Ended                
        September 30,     September 30,       Increase/  
    (Dollars in millions, except per share data) (unaudited)   2024     2023       (Decrease)  
    Net interest income   $ 107.10     $ 119.41       $ (12.31 )     (10 )%
    Wealth management fee income     45.98       41.99         3.99       10  
    Capital markets activity     2.30       2.45         (0.15 )     (6 )
    Other income     10.91       11.55         (0.64 )     (6 )
    Total other income     59.19       55.99         3.20       6  
                               
    Total Revenue     166.29       175.40         (9.11 )     (5 )%
                               
    Operating expenses     127.82       110.68         17.14       15  
    Pretax income before provision for credit losses     38.47       64.72         (26.25 )     (41 )
    Provision for credit losses     5.76       9.06         (3.30 )     (36 )
    Pretax income     32.71       55.66         (22.95 )     (41 )
    Income tax expense     8.96       15.40         (6.44 )     (42 )
    Net income   $ 23.75     $ 40.26       $ (16.51 )     (41 )%
    Diluted EPS   $ 1.34     $ 2.23       $ (0.89 )     (40 )%
                               
    Return on average assets     0.49 %     0.84 %       (0.35 )      
    Return on average equity     5.42 %     9.66 %       (4.24 )      

    September 2024 Quarter Compared to Prior Year Quarter

        Three Months Ended       Three Months Ended              
        September 30,       September 30,     Increase/  
    (Dollars in millions, except per share data) (unaudited)   2024       2023     (Decrease)  
    Net interest income   $ 37.68       $ 36.52     $ 1.16       3 %
    Wealth management fee income     15.15         13.98       1.17       8  
    Capital markets activity     0.44         0.61       (0.17 )     (28 )
    Other income     3.35         4.76       (1.41 )     (30 )
    Total other income     18.94         19.35       (0.41 )     (2 )
                               
    Total Revenue     56.62         55.87       0.75       1 %
                               
    Operating expenses     44.65         37.41       7.24       19  
    Pretax income before provision for credit losses     11.97         18.46       (6.49 )     (35 )
    Provision for credit losses     1.22         5.86       (4.64 )     (79 )
    Pretax income     10.75         12.60       (1.85 )     (15 )
    Income tax expense     3.16         3.84       (0.68 )     (18 )
    Net income   $ 7.59       $ 8.76     $ (1.17 )     (13 )%
    Diluted EPS   $ 0.43       $ 0.49     $ (0.06 )     (12 )%
                               
    Return on average assets annualized     0.46 %       0.54 %     (0.08 )      
    Return on average equity annualized     5.12 %       6.20 %     (1.08 )      

    September 2024 Quarter Compared to Linked Quarter

        Three Months Ended     Three Months Ended                
        September 30,     June 30,       Increase/  
    (Dollars in millions, except per share data) (unaudited)   2024     2024       (Decrease)  
    Net interest income   $ 37.68     $ 35.04       $ 2.64       8 %
    Wealth management fee income     15.15       16.42         (1.27 )     (8 )
    Capital markets activity     0.44       0.59         (0.15 )     (25 )
    Other income     3.35       4.55         (1.20 )     (26 )
    Total other income     18.94       21.56         (2.62 )     (12 )
                               
    Total Revenue     56.62       56.60         0.02       0 %
                               
    Operating expenses     44.65       43.13         1.52       4  
    Pretax income before provision for credit losses     11.97       13.47         (1.50 )     (11 )
    Provision for credit losses     1.22       3.91         (2.69 )     (69 )
    Pretax income     10.75       9.56         1.19       12  
    Income tax expense     3.16       2.03         1.13       56  
    Net income   $ 7.59     $ 7.53       $ 0.06       1 %
    Diluted EPS   $ 0.43     $ 0.42       $ 0.01       2 %
                               
    Return on average assets annualized     0.46 %     0.47 %       (0.01 )      
    Return on average equity annualized     5.12 %     5.22 %       (0.10 )      

    SUPPLEMENTAL QUARTERLY DETAILS:

    Wealth Management

    AUM/AUA in the Bank’s Wealth Management Division reached a record high of $12.1 billion at September 30, 2024 compared to $10.9 billion at December 31, 2023.  For the September 2024 quarter, the Wealth Management Team generated $15.2 million in fee income, compared to $16.4 million for the June 30, 2024 quarter and $14.0 million for the September 2023 quarter. The equity markets continued to improve during 2024, contributing to the increase in AUM/AUA along with gross new business inflows of $547 million.

    John Babcock, President of the Bank’s Wealth Management Division, noted, “Q3 2024 saw continued strong client inflows totaling new accounts and client additions of $140 million ($130 million managed). Our new business pipeline is healthy, and we continue to remain focused on delivering excellent service and advice to our clients. Our highly skilled wealth management professionals, our fiduciary powers and expertise, our financial planning capabilities combined with our high-touch client service model distinguishes us in our market and continues to drive our growth and success.”

    Loans / Commercial Banking

    Total loans declined $116 million, or 2%, to $5.3 billion at September 30, 2024 compared to December 31, 2023, primarily driven by repayments, maturities and tighter lending standards. Most of the decline in outstanding loans during the first nine months of 2024 was related to reductions in multifamily and commercial real estate balances. Total C&I loans and leases at September 30, 2024 were $2.2 billion or 42% of the total loan portfolio.

    Mr. Kennedy noted, “Based on a more constructive economic backdrop, we recently began building our pipeline of C&I loans and leases and believe that loan demand will continue to show improvement as we look forward to coming periods ahead. We are proud to have built a leading middle market commercial banking franchise, as evidenced by our C&I Portfolio, Treasury Management services, Corporate Advisory and SBA businesses. We anticipate these business lines fit perfectly with our private banking business model and will generate solid production going forward. During the quarter we originated loans that carried an average spread of more than 4% above our cost of funds.  Having this capability will help us in the near term as the real estate market adjusts to changing market conditions.”

    Net Interest Income (NII)/Net Interest Margin (NIM)

    The Company’s NII of $37.7 million and NIM of 2.34% for Q3 2024 increased $2.6 million and 9 basis points from NII of $35.0 million and NIM of 2.25% for the linked quarter (Q2 2024), and increased $1.2 million and 6 basis points from NII of $36.5 million and NIM of 2.28% compared to the prior year period (Q3 2023). Our single point of contact private banking strategy continues to deliver lower cost core deposit relationships. Noninterest-bearing checking deposits increased by $130 million during the third quarter of 2024, which also drove the improvement in NIM.

    Funding / Liquidity / Interest Rate Risk Management

    Total deposits increased $661 million to $5.9 billion at September 30, 2024 from $5.3 billion at December 31, 2023.  The change in deposit balances included a decline in brokered deposits and non-core deposit relationships.  The overall growth in deposits has strengthened balance sheet liquidity and reduced reliance on outside borrowings and other non-core funding sources. There were no outstanding overnight borrowings at September 30, 2024, compared to $404 million at December 31, 2023.

    At September 30, 2024, the Company’s balance sheet liquidity (investments available for sale, interest-earning deposits and cash) totaled $1.2 billion, or 18% of assets. The Company maintains additional liquidity resources of approximately $3.0 billion through secured available borrowing facilities with the Federal Home Loan Bank and the Federal Reserve Discount Window.  The available funding from the Federal Home Loan Bank and the Federal Reserve are secured by the Company’s loan and investment portfolios. The Company’s total on and off-balance sheet liquidity totaled $4.2 billion, which amounts to 293% of the total uninsured/uncollateralized deposits currently on the Company’s balance sheet.

    Income from Capital Markets Activities

    Noninterest income from Capital Markets activities (detailed below) totaled $435,000 for the September 2024 quarter compared to $586,000 for the June 2024 quarter and $613,000 for the September 2023 quarter.

        Three Months Ended     Three Months Ended     Three Months Ended  
        September 30,     June 30,     September 30,  
    (Dollars in thousands, except per share data) (unaudited)   2024     2024     2023  
    Gain on loans held for sale at fair value (Mortgage banking)   $ 15     $ 34     $ 37  
    Gain on sale of SBA loans     365       449       491  
    Corporate advisory fee income     55       103       85  
    Total capital markets activity   $ 435     $ 586     $ 613  

    Other Noninterest Income (other than Wealth Management Fee Income and Income from Capital Markets Activities)        

    Other noninterest income was $3.4 million for Q3 2024 compared to $4.6 million for Q2 2024 and $4.8 million for Q3 2023. Q3 2024 included $225,000 of income recorded by the Equipment Finance Division related to equipment transfers to lessees upon the termination of leases, compared to $1.6 million in Q2 2024 and $2.3 million in Q3 2023, respectively. Additionally, Q3 2024 included $845,000 of unused line fees compared to $786,000 for Q2 2024 and $794,000 for Q3 2023.

    Operating Expenses

    The Company’s total operating expenses were $44.6 million for the third quarter of 2024, compared to $43.1 million for the second quarter of 2024 and $37.4 million for the quarter ended September 2023. The third quarter of 2024 reflects the full run rate of expenses associated with the Company’s expansion into New York City.

    Mr. Kennedy noted, “We continue to make investments related to our strategic decision to expand into New York City and are confident that these investments will position us for future growth and profitability, which will ultimately translate to increased shareholder value.  We continue to look for opportunities to create efficiencies and manage expenses throughout the Company while investing in enhancements to the client experience.”

    Income Taxes

    The effective tax rate for the three months ended September 30, 2024 was 29.4%, as compared to 21.2% for the June 2024 quarter and 30.5% for the quarter ended September 30, 2023.  The June 2024 quarter included a one-time benefit related to the Company’s deferred tax assets associated with a surtax imposed by the State of New Jersey in June 2024. Excluding such benefit, the effective tax rate for the June 2024 quarter would have been approximately 29.0%.

    Asset Quality / Provision for Credit Losses

    Nonperforming assets remained elevated at $80.5 million, or 1.18% of total assets, at September 30, 2024, as compared to $82.1 million, or 1.26% of total assets, at June 30, 2024. Loans past due 30 to 89 days and still accruing were $31.4 million, or 0.59% of total loans, at September 30, 2024 compared to $34.7 million, or 0.66% of total loans, at June 30, 2024. Criticized and classified loans totaled $261.1 million at September 30, 2024, reflecting a decrease of $8.0 million as compared to $269.1 million at June 30, 2024. The Company currently has no loans or leases on deferral and still accruing.

    For the quarter ended September 30, 2024, the Company’s provision for credit losses was $1.2 million compared to $3.9 million for the June 2024 quarter and $5.9 million for the September 2023 quarter. The provision for credit losses in the third quarter of 2024 was driven by overall slower loan growth along with additional specific reserves related to certain isolated credits, of $1.8 million partially offset by a recovery of approximately $2.1 million. The higher provision for the second quarter of 2024 was primarily driven by charge-offs related to the sale of two problem loans, which were approaching foreclosure and transferred to other real estate owned.

    At September 30, 2024, the allowance for credit losses was $71.3 million (1.34% of total loans), compared to $68.0 million (1.29% of total loans) at June 30, 2024, and $68.6 million (1.25% of total loans) at September 30, 2023.

    Mr. Kennedy noted, “We are starting to see some of our asset quality metrics improve, which supports our position that most of our credit issues are isolated to a small number of specific borrowers and sponsors. We continue to work through each credit one at a time while building up reserve coverage. All of the multifamily loans that matured or repriced in 2024 have continued to make their scheduled payments despite the higher rate environment.”

    Capital

    The Company’s capital position increased during the third quarter of 2024 due to net income of $7.6 million, which was partially offset by the repurchase of 100,000 shares through the Company’s repurchase program at a total cost of $2.6 million and the quarterly dividend payment totaling $882,000. Additionally, during the third quarter of 2024, capital benefited from a reduction in accumulated other comprehensive losses of $13.5 million, net of tax. The total accumulated other comprehensive loss declined to $54.8 million as of September 30, 2024 ($57.6 million loss related to the available for sale securities portfolio partially offset by a $2.8 million gain on the cash flow hedges). 

    Tangible book value per share increased 6% to $32.00 at September 30, 2024 from $30.31 at December 31, 2023. Tangible book value per share is a non-GAAP financial measure. See the reconciliation tables included in this release for further detail. Book value per share increased 5% to $34.57 per share at September 30, 2024 compared to $32.90 at December 31, 2023. The Company’s and Bank’s regulatory capital ratios as of September 30, 2024 remain strong and reflect increases from December 31, 2023 levels. Where applicable, such ratios remain well above regulatory well capitalized standards.

    The Company employs quarterly capital stress testing modeling of an adverse case and severely adverse case. In the most recently completed stress test (as of June 30, 2024), under the severely adverse case, and no growth scenario, the Bank remains well capitalized over a two-year stress period.

    On September 25, 2024, the Company declared a cash dividend of $0.05 per share payable on November 22, 2024 to shareholders of record on November 7, 2024.

    ABOUT THE COMPANY

    Peapack-Gladstone Financial Corporation is a New Jersey based bank holding company with total assets of $6.8 billion and assets under management/administration of $12.1 billion as of September 30, 2024.  Founded in 1921, Peapack-Gladstone Bank is a commercial bank that provides Private Banking customized solutions through its wealth management, commercial and retail solutions, including residential lending and online platforms, to businesses, not for profits and consumers.  Peapack Private, the bank’s wealth management division, offers comprehensive financial, tax, fiduciary and investment advice and solutions to individuals, families, privately-held businesses, family offices and not-for-profit organizations, which help them to establish, maintain and expand their legacy. Together, Peapack-Gladstone Bank and Peapack Private offer an unparalleled commitment to client service. Visit http://www.pgbank.com and http://www.peapackprivate.com for more information.

    FORWARD-LOOKING STATEMENTS

    The foregoing may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, investments, relationships, opportunities and market conditions. These statements may be identified by such forward-looking terminology as “expect,” “look,” “believe,” “anticipate,” “may” or similar statements or variations of such terms. Actual results may differ materially from such forward-looking statements. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to:

    • our ability to successfully grow our business and implement our strategic plan, including our ability to generate revenues to offset the increased personnel and other costs related to the strategic plan;
    • the impact of anticipated higher operating expenses in 2024 and beyond;
    • our ability to successfully integrate wealth management firm and team acquisitions;
    • our ability to successfully integrate our expanded employee base;
    • an unexpected decline in the economy, in particular in our New Jersey and New York market areas, including potential recessionary conditions;
    • declines in our net interest margin caused by the interest rate environment and/or our highly competitive market;
    • declines in the value in our investment portfolio;
    • impact from a pandemic event on our business, operations, customers, allowance for credit losses and capital levels;
    • higher than expected increases in our allowance for credit losses;
    • higher than expected increases in credit losses or in the level of delinquent, nonperforming, classified and criticized loans or charge-offs;
    • inflation and changes in interest rates, which may adversely impact our margins and yields, reduce the fair value of our financial instruments, reduce our loan originations and lead to higher operating costs;
    • decline in real estate values within our market areas;
    • legislative and regulatory actions (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Basel III and related regulations) that may result in increased compliance costs;
    • successful cyberattacks against our IT infrastructure and that of our IT and third-party providers;
    • higher than expected FDIC insurance premiums;
    • adverse weather conditions;
    • the current or anticipated impact of military conflict, terrorism or other geopolitical events;
    • our inability to successfully generate new business in new geographic markets, including our expansion into New York City;
    • a reduction in our lower-cost funding sources;
    • changes in liquidity, including the size and composition of our deposit portfolio, including the percentage of uninsured deposits in the portfolio;
    • our inability to adapt to technological changes;
    • claims and litigation pertaining to fiduciary responsibility, environmental laws and other matters;
    • our inability to retain key employees;
    • demands for loans and deposits in our market areas;
    • adverse changes in securities markets;
    • changes in New York City rent regulation law;
    • changes in governmental regulation, including, but not limited to, any increase in FDIC insurance premiums and changes in the monetary policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System;
    • changes in accounting policies and practices; and/or
    • other unexpected material adverse changes in our financial condition, operations or earnings.

    A discussion of these and other factors that could affect our results is included in our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2023. Except as may be required by the applicable law or regulation, we undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.

    Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

    Contact:
    Frank A. Cavallaro, SEVP and CFO
    Peapack-Gladstone Financial Corporation
    T: 908-306-8933

    (Tables to follow)

    PEAPACK-GLADSTONE FINANCIAL CORPORATION
    SELECTED CONSOLIDATED FINANCIAL DATA
    (Dollars in Thousands, except per share data)
    (Unaudited)

        For the Three Months Ended  
        Sept 30,     June 30,     March 31,     Dec 31,     Sept 30,  
        2024     2024     2024     2023     2023  
    Income Statement Data:                              
    Interest income   $ 83,203     $ 79,238     $ 79,194     $ 80,178     $ 78,489  
    Interest expense     45,522       44,196       44,819       43,503       41,974  
    Net interest income     37,681       35,042       34,375       36,675       36,515  
    Wealth management fee income     15,150       16,419       14,407       13,758       13,975  
    Service charges and fees     1,327       1,345       1,322       1,255       1,319  
    Bank owned life insurance     390       328       503       357       310  
    Gain on loans held for sale at fair value
    (Mortgage banking)
        15       34       56       18       37  
    Gain on loans held for sale at lower
    of cost or fair value
              23                    
    Gain on sale of SBA loans     365       449       400       239       491  
    Corporate advisory fee income     55       103       818       39       85  
    Other income     1,162       2,938       1,306       1,339       3,541  
    Fair value adjustment for CRA equity security     474       (84 )     (111 )     585       (404 )
    Total other income     18,938       21,555       18,701       17,590       19,354  
                                   
    Total revenue     56,619       56,597       53,076       54,265       55,869  
                                   
    Salaries and employee benefits     31,050       29,884       28,476       24,320       25,264  
    Premises and equipment     5,633       5,776       5,081       5,416       5,214  
    FDIC insurance expense     870       870       945       765       741  
    Other expenses     7,096       6,596       5,539       7,115       6,194  
    Total operating expenses     44,649       43,126       40,041       37,616       37,413  
    Pretax income before provision for credit losses     11,970       13,471       13,035       16,649       18,456  
    Provision for credit losses     1,224       3,911       627       5,026       5,856  
    Income before income taxes     10,746       9,560       12,408       11,623       12,600  
    Income tax expense     3,159       2,030       3,777       3,024       3,845  
    Net income   $ 7,587     $ 7,530     $ 8,631     $ 8,599     $ 8,755  
                                   
    Per Common Share Data:                              
    Earnings per share (basic)   $ 0.43     $ 0.42     $ 0.49     $ 0.48     $ 0.49  
    Earnings per share (diluted)     0.43       0.42       0.48       0.48       0.49  
    Weighted average number of common
    shares outstanding:
                                 
    Basic     17,616,046       17,747,070       17,711,639       17,770,158       17,856,961  
    Diluted     17,700,042       17,792,296       17,805,347       17,961,400       18,010,127  
    Performance Ratios:                              
    Return on average assets annualized (ROAA)     0.46 %     0.47 %     0.54 %     0.53 %     0.54 %
    Return on average equity annualized (ROAE)     5.12 %     5.22 %     5.94 %     6.13 %     6.20 %
    Return on average tangible equity annualized (ROATCE) (A)     5.54 %     5.67 %     6.45 %     6.68 %     6.75 %
    Net interest margin (tax-equivalent basis)     2.34 %     2.25 %     2.20 %     2.29 %     2.28 %
    GAAP efficiency ratio (B)     78.86 %     76.20 %     75.44 %     69.32 %     66.97 %
    Operating expenses / average assets annualized     2.73 %     2.70 %     2.51 %     2.33 %     2.31 %

    (A) Return on average tangible equity is calculated by dividing tangible equity by annualized net income. See Non-GAAP financial measures reconciliation included in these tables.
    (B) Calculated as total operating expenses as a percentage of total revenue. For Non-GAAP efficiency ratio, see the Non-GAAP financial measures reconciliation included in these tables.

    PEAPACK-GLADSTONE FINANCIAL CORPORATION
    SELECTED CONSOLIDATED FINANCIAL DATA
    (Dollars in Thousands, except per share data)
    (Unaudited)

        For the Nine Months Ended              
        September 30,     Change  
        2024     2023     $     %  
    Income Statement Data:                        
    Interest income   $ 241,635     $ 223,832     $ 17,803       8 %
    Interest expense     134,537       104,418       30,119       29 %
    Net interest income     107,098       119,414       (12,316 )     -10 %
    Wealth management fee income     45,976       41,989       3,987       9 %
    Service charges and fees     3,994       3,897       97       2 %
    Bank owned life insurance     1,221       912       309       34 %
    Gain on loans held for sale at fair value (Mortgage banking)     105       73       32       44 %
    Gain on loans held for sale at lower of cost or fair value     23             23     N/A  
    Gain on sale of SBA loans     1,214       2,194       (980 )     -45 %
    Corporate advisory fee income     976       180       796       442 %
    Other income     5,406       7,147       (1,741 )     -24 %
    Fair value adjustment for CRA equity security     279       (404 )     683       -169 %
    Total other income     59,194       55,988       3,206       6 %
                             
    Total revenue     166,292       175,402       (9,110 )     -5 %
                             
    Salaries and employee benefits     89,410       76,204       13,206       17 %
    Premises and equipment     16,490       14,317       2,173       15 %
    FDIC insurance expense     2,685       2,181       504       23 %
    Other expenses     19,231       17,977       1,254       7 %
    Total operating expenses     127,816       110,679       17,137       15 %
    Pretax income before provision for credit losses     38,476       64,723       (26,247 )     -41 %
    Provision for credit losses     5,762       9,065       (3,303 )     -36 %
    Income before income taxes     32,714       55,658       (22,944 )     -41 %
    Income tax expense     8,966       15,403       (6,437 )     -42 %
    Net income   $ 23,748     $ 40,255     $ (16,507 )     -41 %
                             
                             
    Per Common Share Data:                        
    Earnings per share (basic)   $ 1.34     $ 2.25     $ (0.91 )     -40 %
    Earnings per share (diluted)     1.34       2.23       (0.89 )     -40 %
    Weighted average number of common shares outstanding:                        
    Basic     17,691,309       17,876,316       (185,007 )     -1 %
    Diluted     17,746,560       18,091,524       (344,964 )     -2 %
    Performance Ratios:                        
    Return on average assets (ROAA)     0.49 %     0.84 %     (0.35 )%     -41 %
    Return on average equity (ROAE)     5.42 %     9.66 %     (4.24 )%     -44 %
    Return on average tangible equity (ROATCE) (A)     5.88 %     10.55 %     (4.67 )%     -44 %
    Net interest margin (tax-equivalent basis)     2.26 %     2.54 %     (0.28 )%     -11 %
    GAAP efficiency ratio (B)     76.86 %     63.10 %     13.76 %     22 %
    Operating expenses / average assets     2.65 %     2.31 %     0.34 %     15 %

    (A) Return on average tangible equity is calculated by dividing tangible equity by annualized net income. See Non-GAAP financial measures reconciliation included in these tables.
    (B) Calculated as total operating expenses as a percentage of total revenue.  For Non-GAAP efficiency ratio, see the Non-GAAP financial measures reconciliation included in these tables.

    PEAPACK-GLADSTONE FINANCIAL CORPORATION
    CONSOLIDATED STATEMENTS OF CONDITION
    (Dollars in Thousands)
    (Unaudited)

        As of  
        Sept 30,     June 30,     March 31,     Dec 31,     Sept 30,  
        2024     2024     2024     2023     2023  
    ASSETS                              
    Cash and due from banks   $ 8,129     $ 5,586     $ 5,769     $ 5,887     $ 7,400  
    Federal funds sold                              
    Interest-earning deposits     484,529       310,143       189,069       181,784       180,469  
    Total cash and cash equivalents     492,658       315,729       194,838       187,671       187,869  
    Securities available for sale     682,713       591,884       550,870       550,617       521,005  
    Securities held to maturity     103,158       105,013       106,498       107,755       108,940  
    CRA equity security, at fair value     13,445       12,971       13,055       13,166       12,581  
    FHLB and FRB stock, at cost (A)     12,459       12,478       18,079       31,044       34,158  
                                   
    Residential mortgage     591,374       579,057       581,426       578,427       585,295  
    Multifamily mortgage     1,784,861       1,796,687       1,827,165       1,836,390       1,871,853  
    Commercial mortgage     578,559       600,859       615,964       637,625       622,469  
    Commercial and industrial loans     2,247,853       2,185,827       2,235,342       2,284,940       2,321,917  
    Consumer loans     78,160       69,579       66,827       62,036       57,227  
    Home equity lines of credit     38,971       37,117       35,542       36,464       34,411  
    Other loans     389       172       184       238       265  
    Total loans     5,320,167       5,269,298       5,362,450       5,436,120       5,493,437  
    Less: Allowance for credit losses     71,283       67,984       66,251       65,888       68,592  
    Net loans     5,248,884       5,201,314       5,296,199       5,370,232       5,424,845  
                                   
    Premises and equipment     25,716       24,932       24,494       24,166       23,969  
    Accrued interest receivable     31,973       33,534       32,672       30,676       22,889  
    Bank owned life insurance     47,837       47,716       47,580       47,581       47,509  
    Goodwill and other intangible assets     45,198       45,470       45,742       46,014       46,286  
    Finance lease right-of-use assets     1,020       1,055       1,900       2,087       2,274  
    Operating lease right-of-use assets     41,650       38,683       16,035       12,096       12,800  
    Due from brokers           3,184                    
    Other assets     47,081       71,387       60,591       53,752       76,456  
    TOTAL ASSETS   $ 6,793,792     $ 6,505,350     $ 6,408,553     $ 6,476,857     $ 6,521,581  
                                   
    LIABILITIES                              
    Deposits:                              
    Noninterest-bearing demand deposits   $ 1,079,877     $ 950,368     $ 914,893     $ 957,687     $ 947,405  
    Interest-bearing demand deposits     3,316,217       3,229,814       3,029,119       2,882,193       2,871,359  
    Savings     103,979       105,602       108,305       111,573       117,905  
    Money market accounts     902,562       824,158       775,132       740,559       761,833  
    Certificates of deposit – Retail     515,297       502,810       486,079       443,791       422,291  
    Certificates of deposit – Listing Service     7,454       7,454       7,704       7,804       9,103  
    Subtotal “customer” deposits     5,925,386       5,620,206       5,321,232       5,143,607       5,129,896  
    IB Demand – Brokered     10,000       10,000       10,000       10,000       10,000  
    Certificates of deposit – Brokered           26,000       145,480       120,507       119,463  
    Total deposits     5,935,386       5,656,206       5,476,712       5,274,114       5,259,359  
    Short-term borrowings                 119,490       403,814       470,576  
    Finance lease liability     1,388       1,427       3,104       3,430       3,752  
    Operating lease liability     44,775       41,347       17,630       12,876       13,595  
    Subordinated debt, net     133,489       133,417       133,346       133,274       133,203  
    Due to brokers           9,981                    
    Other liabilities     71,140       74,650       75,892       65,668       82,140  
    TOTAL LIABILITIES     6,186,178       5,917,028       5,826,174       5,893,176       5,962,625  
    Shareholders’ equity     607,614       588,322       582,379       583,681       558,956  
    TOTAL LIABILITIES AND                              
    SHAREHOLDERS’ EQUITY   $ 6,793,792     $ 6,505,350     $ 6,408,553     $ 6,476,857     $ 6,521,581  
    Assets under management and / or administration at
    Peapack-Gladstone Bank’s Private Wealth Management
    Division (market value, not included above-dollars in billions)
      $ 12.1     $ 11.5     $ 11.5     $ 10.9     $ 10.4  

    (A) FHLB means “Federal Home Loan Bank” and FRB means “Federal Reserve Bank.”

    PEAPACK-GLADSTONE FINANCIAL CORPORATION
    SELECTED BALANCE SHEET DATA
    (Dollars in Thousands)
    (Unaudited)

        As of  
        Sept 30,     June 30,     March 31,     Dec 31,     Sept 30,  
        2024     2024     2024     2023     2023  
    Asset Quality:                              
    Loans past due over 90 days and still accruing   $     $     $ 35     $     $  
    Nonaccrual loans     80,453       82,075       69,811       61,324       70,809  
    Other real estate owned                              
    Total nonperforming assets   $ 80,453     $ 82,075     $ 69,846     $ 61,324     $ 70,809  
                                   
    Nonperforming loans to total loans     1.51 %     1.56 %     1.30 %     1.13 %     1.29 %
    Nonperforming assets to total assets     1.18 %     1.26 %     1.09 %     0.95 %     1.09 %
                                   
    Performing modifications (A)(B)   $ 51,796     $ 26,788     $ 12,311     $ 248     $ 248  
                                   
    Loans past due 30 through 89 days and still accruing   $ 31,446     $ 34,714     $ 73,699     $ 34,589     $ 9,780  
                                   
    Loans subject to special mention   $ 113,655     $ 140,791     $ 59,450     $ 71,397     $ 53,328  
                                   
    Classified loans   $ 147,422     $ 128,311     $ 117,869     $ 84,372     $ 94,866  
                                   
    Individually evaluated loans   $ 79,972     $ 81,802     $ 69,530     $ 60,710     $ 70,184  
                                   
    Allowance for credit losses (“ACL”):                              
    Beginning of quarter   $ 67,984     $ 66,251     $ 65,888     $ 68,592     $ 62,704  
    Provision for credit losses (C)     1,227       3,901       615       5,082       5,944  
    (Charge-offs)/recoveries, net (D)     2,072       (2,168 )     (252 )     (7,786 )     (56 )
    End of quarter   $ 71,283     $ 67,984     $ 66,251     $ 65,888     $ 68,592  
                                   
    ACL to nonperforming loans     88.60 %     82.83 %     94.85 %     107.44 %     96.87 %
    ACL to total loans     1.34 %     1.29 %     1.24 %     1.21 %     1.25 %
    Collectively evaluated ACL to total loans (E)     1.16 %     1.14 %     1.15 %     1.13 %     1.10 %

    (A) Amounts reflect modifications that are paying according to modified terms.
    (B) Excludes modifications included in nonaccrual loans of $3.7 million at September 30, 2024, $3.2 million at June 30, 2024, $3.2 million at March 31, 2024, $3.0 million at December 31, 2023 and $3.1 million at September 30, 2023.
    (C) Excludes a credit of $3,000 at September 30, 2024, a provision of $10,000 at June 30, 2024, a provision of $12,000 at March 31, 2024, a credit of $55,000 at December 31, 2023 and a credit of $88,000 at September 30, 2023 related to off-balance sheet commitments.
    (D) Net charge-offs for the quarter ended December 31, 2023 included charge-offs of $2.2 million of a previously established reserve to loans individually evaluated on one multifamily loan and $5.6 million on one equipment finance relationship.
    (E) Total ACL less reserves to loans individually evaluated equals collectively evaluated ACL.

    PEAPACK-GLADSTONE FINANCIAL CORPORATION
    SELECTED BALANCE SHEET DATA
    (Dollars in Thousands)
    (Unaudited)

        As of  
        September 30,     December 31,     September 30,  
        2024     2023     2023  
    Capital Adequacy                              
    Equity to total assets (A)         8.94 %         9.01 %         8.57 %
    Tangible equity to tangible assets (B)         8.33 %         8.36 %         7.92 %
    Book value per share (C)       $ 34.57         $ 32.90         $ 31.37  
    Tangible book value per share (D)       $ 32.00         $ 30.31         $ 28.77  
                                   
    Tangible equity to tangible assets excluding other comprehensive loss*         9.07 %         9.28 %         9.06 %
    Tangible book value per share excluding other comprehensive loss*       $ 35.11         $ 33.97         $ 33.36  

    *Excludes other comprehensive loss of $54.8 million for the quarter ended September 30, 2024, $64.9 million for the quarter ended December 31, 2023, and $81.7 million for the quarter ended September 30, 2023. See Non-GAAP financial measures reconciliation included in these tables.

    (A) Equity to total assets is calculated as total shareholders’ equity as a percentage of total assets at quarter end.
    (B) Tangible equity and tangible assets are calculated by excluding the balance of intangible assets from shareholders’ equity and total assets, respectively. Tangible equity as a percentage of tangible assets at quarter end is calculated by dividing tangible equity by tangible assets at quarter end. See Non-GAAP financial measures reconciliation included in these tables.
    (C) Book value per common share is calculated by dividing shareholders’ equity by quarter end common shares outstanding.
    (D) Tangible book value per share excludes intangible assets. Tangible book value per share is calculated by dividing tangible equity by quarter end common shares outstanding. See Non-GAAP financial measures reconciliation tables.

        As of
        September 30,   December 31,   September 30,
        2024     2023     2023  
    Regulatory Capital – Holding Company                              
    Tier I leverage   $ 615,486     9.33 %   $ 600,444     9.19 %   $ 592,061     9.05 %
    Tier I capital to risk-weighted assets     615,486     11.67       600,444     11.43       592,061     11.13  
    Common equity tier I capital ratio
    to risk-weighted assets
        615,474     11.67       600,432     11.43       592,043     11.13  
    Tier I & II capital to risk-weighted assets     800,961     15.19       785,413     14.95       784,777     14.76  
                                   
    Regulatory Capital – Bank                              
    Tier I leverage (E)   $ 724,038     10.99 %   $ 707,446     10.83 %   $ 702,517     10.75 %
    Tier I capital to risk-weighted assets (F)     724,038     13.75       707,446     13.48       702,517     13.22  
    Common equity tier I capital ratio
    to risk-weighted assets (G)
        724,026     13.75       707,434     13.47       702,499     13.22  
    Tier I & II capital to risk-weighted assets (H)     789,954     15.00       773,083     14.73       768,979     14.47  

    (E) Regulatory well capitalized standard (including capital conservation buffer) = 4.00% ($264 million)
    (F) Regulatory well capitalized standard (including capital conservation buffer) = 8.50% ($448 million)
    (G) Regulatory well capitalized standard (including capital conservation buffer) = 7.00% ($369 million)
    (H) Regulatory well capitalized standard (including capital conservation buffer) = 10.50% ($553 million)

    PEAPACK-GLADSTONE FINANCIAL CORPORATION
    LOANS CLOSED
    (Dollars in Thousands)
    (Unaudited)

        For the Quarters Ended  
        Sept 30,     June 30,     March 31,     Dec 31,     Sept 30,  
        2024     2024     2024     2023     2023  
    Residential loans retained   $ 26,955     $ 16,087     $ 11,661     $ 5,895     $ 21,310  
    Residential loans sold     1,853       2,361       4,025       1,449       2,503  
    Total residential loans     28,808       18,448       15,686       7,344       23,813  
    Commercial real estate     4,300       2,600       11,500       21,375       3,900  
    Multifamily     11,295       4,330       1,900       5,725       3,000  
    Commercial (C&I) loans (A) (B)     242,829       103,065       145,803       145,397       176,845  
    SBA     9,106       8,200       2,790       7,326       300  
    Wealth lines of credit (A)     11,675       10,950       3,850       350       6,875  
    Total commercial loans     279,205       129,145       165,843       180,173       190,920  
    Installment loans     8,137       1,664       6,868       2,946       6,999  
    Home equity lines of credit (A)     10,421       4,787       2,103       4,174       6,275  
    Total loans closed   $ 326,571     $ 154,044     $ 190,500     $ 194,637     $ 228,007  
        For the Nine Months Ended  
        Sept 30,     Sept 30,  
        2024     2023  
    Residential loans retained   $ 54,703     $ 90,971  
    Residential loans sold     8,239       5,052  
    Total residential loans     62,942       96,023  
    Commercial real estate     18,400       66,125  
    Multifamily     17,525       59,812  
    Commercial (C&I) loans (A) (B)     491,697       543,631  
    SBA     20,096       23,963  
    Wealth lines of credit (A)     26,475       34,050  
    Total commercial loans     574,193       727,581  
    Installment loans     16,669       23,672  
    Home equity lines of credit (A)     17,311       15,303  
    Total loans closed   $ 671,115     $ 862,579  

    (A) Includes loans and lines of credit that closed in the period but not necessarily funded.
    (B) Includes equipment finance.

    PEAPACK-GLADSTONE FINANCIAL CORPORATION
    AVERAGE BALANCE SHEET
    (Tax-Equivalent Basis, Dollars in Thousands)
    (Unaudited)

        For the Three Months Ended  
        September 30, 2024     September 30, 2023  
        Average     Income/     Annualized     Average     Income/     Annualized  
        Balance     Expense     Yield     Balance     Expense     Yield  
    ASSETS:                                    
    Interest-earning assets:                                    
    Investments:                                    
    Taxable (A)   $ 865,892     $ 6,107       2.82 %   $ 806,861     $ 5,170       2.56 %
    Tax-exempt (A) (B)                       1,198       11       3.67  
                                         
    Loans (B) (C):                                    
    Mortgages     579,949       5,834       4.02       580,951       5,208       3.59  
    Commercial mortgages     2,381,771       27,362       4.60       2,502,351       27,746       4.44  
    Commercial     2,159,648       37,588       6.96       2,298,723       37,357       6.50  
    Commercial construction     22,371       507       9.07       12,346       282       9.14  
    Installment     73,440       1,267       6.90       56,248       967       6.88  
    Home equity     38,768       814       8.40       34,250       680       7.94  
    Other     239       6       10.04       234       7       11.97  
    Total loans     5,256,186       73,378       5.58       5,485,103       72,247       5.27  
    Federal funds sold                                    
    Interest-earning deposits     326,707       3,982       4.88       136,315       1,463       4.29  
    Total interest-earning assets     6,448,785       83,467       5.18 %     6,429,477       78,891       4.91 %
    Noninterest-earning assets:                                    
    Cash and due from banks     7,521                   6,954              
    Allowance for credit losses     (70,317 )                 (63,625 )            
    Premises and equipment     25,530                   23,880              
    Other assets     139,042                   85,582              
    Total noninterest-earning assets     101,776                   52,791              
    Total assets   $ 6,550,561                 $ 6,482,268              
                                         
    LIABILITIES:                                    
    Interest-bearing deposits:                                    
    Checking   $ 3,214,186     $ 31,506       3.92 %   $ 2,813,080     $ 24,318       3.46 %
    Money markets     833,325       6,419       3.08       771,781       4,458       2.31  
    Savings     104,293       117       0.45       118,718       75       0.25  
    Certificates of deposit – retail     512,794       5,540       4.32       415,665       3,459       3.33  
    Subtotal interest-bearing deposits     4,664,598       43,582       3.74       4,119,244       32,310       3.14  
    Interest-bearing demand – brokered     10,000       134       5.36       10,000       136       5.44  
    Certificates of deposit – brokered     7,913       106       5.36       102,777       1,183       4.60  
    Total interest-bearing deposits     4,682,511       43,822       3.74       4,232,021       33,629       3.18  
    Borrowings                       470,616       6,569       5.58  
    Capital lease obligation     1,401       15       4.28       3,863       46       4.76  
    Subordinated debt     133,449       1,685       5.05       133,163       1,730       5.20  
    Total interest-bearing liabilities     4,817,361       45,522       3.78 %     4,839,663       41,974       3.47 %
    Noninterest-bearing liabilities:                                    
    Demand deposits     1,016,014                   990,854              
    Accrued expenses and other liabilities     124,399                   86,598              
    Total noninterest-bearing liabilities     1,140,413                   1,077,452              
    Shareholders’ equity     592,787                   565,153              
    Total liabilities and shareholders’ equity   $ 6,550,561                 $ 6,482,268              
    Net interest income         $ 37,945                 $ 36,917        
    Net interest spread                 1.40 %                 1.44 %
    Net interest margin (D)                 2.34 %                 2.28 %

    (A) Average balances for available for sale securities are based on amortized cost.
    (B) Interest income is presented on a tax-equivalent basis using a 21% federal tax rate.
    (C) Loans are stated net of unearned income and include nonaccrual loans.
    (D) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

    PEAPACK-GLADSTONE FINANCIAL CORPORATION
    AVERAGE BALANCE SHEET
    (Tax-Equivalent Basis, Dollars in Thousands)
    (Unaudited)

        For the Three Months Ended  
        September 30, 2024     June 30, 2024  
        Average     Income/     Annualized     Average     Income/     Annualized  
        Balance     Expense     Yield     Balance     Expense     Yield  
    ASSETS:                                    
    Interest-earning assets:                                    
    Investments:                                    
    Taxable (A)   $ 865,892     $ 6,107       2.82 %   $ 801,715     $ 5,168       2.58 %
    Tax-exempt (A) (B)                                    
                                         
    Loans (B) (C):                                    
    Mortgages     579,949       5,834       4.02       576,944       5,582       3.87  
    Commercial mortgages     2,381,771       27,362       4.60       2,420,570       26,881       4.44  
    Commercial     2,159,648       37,588       6.96       2,191,370       37,067       6.77  
    Commercial construction     22,371       507       9.07       21,628       489       9.04  
    Installment     73,440       1,267       6.90       67,034       1,143       6.82  
    Home equity     38,768       814       8.40       36,576       748       8.18  
    Other     239       6       10.04       200       6       12.00  
    Total loans     5,256,186       73,378       5.58       5,314,322       71,916       5.41  
    Federal funds sold                                    
    Interest-earning deposits     326,707       3,982       4.88       207,287       2,418       4.67  
    Total interest-earning assets     6,448,785       83,467       5.18 %     6,323,324       79,502       5.03 %
    Noninterest-earning assets:                                    
    Cash and due from banks     7,521                   7,537              
    Allowance for credit losses     (70,317 )                 (67,568 )            
    Premises and equipment     25,530                   24,820              
    Other assets     139,042                   99,838              
    Total noninterest-earning assets     101,776                   64,627              
    Total assets   $ 6,550,561                 $ 6,387,951              
                                         
    LIABILITIES:                                    
    Interest-bearing deposits:                                    
    Checking   $ 3,214,186     $ 31,506       3.92 %   $ 3,094,386     $ 29,252       3.78 %
    Money markets     833,325       6,419       3.08       791,385       6,016       3.04  
    Savings     104,293       117       0.45       105,825       96       0.36  
    Certificates of deposit – retail     512,794       5,540       4.32       504,313       5,367       4.26  
    Subtotal interest-bearing deposits     4,664,598       43,582       3.74       4,495,909       40,731       3.62  
    Interest-bearing demand – brokered     10,000       134       5.36       10,000       134       5.36  
    Certificates of deposit – brokered     7,913       106       5.36       98,642       1,242       5.04  
    Total interest-bearing deposits     4,682,511       43,822       3.74       4,604,551       42,107       3.66  
    Borrowings                       27,247       381       5.59  
    Capital lease obligation     1,401       15       4.28       2,869       22       3.07  
    Subordinated debt     133,449       1,685       5.05       133,377       1,686       5.06  
    Total interest-bearing liabilities     4,817,361       45,522       3.78 %     4,768,044       44,196       3.71 %
    Noninterest-bearing liabilities:                                    
    Demand deposits     1,016,014                   945,231              
    Accrued expenses and other liabilities     124,399                   97,470              
    Total noninterest-bearing liabilities     1,140,413                   1,042,701              
    Shareholders’ equity     592,787                   577,206              
    Total liabilities and shareholders’ equity   $ 6,550,561                 $ 6,387,951              
    Net interest income         $ 37,945                 $ 35,306        
    Net interest spread                 1.40 %                 1.32 %
    Net interest margin (D)                 2.34 %                 2.25 %

    (A) Average balances for available for sale securities are based on amortized cost.
    (B) Interest income is presented on a tax-equivalent basis using a 21% federal tax rate.
    (C) Loans are stated net of unearned income and include nonaccrual loans.
    (D) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

    PEAPACK-GLADSTONE FINANCIAL CORPORATION
    AVERAGE BALANCE SHEET
    (Tax-Equivalent Basis, Dollars in Thousands)
    (Unaudited)

        For the Nine Months Ended  
        September 30, 2024     September 30, 2023  
        Average     Income/           Average     Income/        
        Balance     Expense     Yield     Balance     Expense     Yield  
    ASSETS:                                    
    Interest-earning assets:                                    
    Investments:                                    
    Taxable (A)   $ 820,594     $ 16,411       2.67 %   $ 801,535     $ 14,541       2.42 %
    Tax-exempt (A) (B)                       1,637       49       3.99  
                                         
    Loans (B) (C):                                    
    Mortgages     578,187       16,836       3.88       556,220       14,433       3.46  
    Commercial mortgages     2,420,772       81,783       4.50       2,495,175       80,503       4.30  
    Commercial     2,196,921       112,214       6.81       2,247,803       106,182       6.30  
    Commercial construction     20,981       1,425       9.06       7,903       536       9.04  
    Installment     68,605       3,524       6.85       49,214       2,416       6.55  
    Home equity     37,255       2,298       8.22       33,914       1,903       7.48  
    Other     218       19       11.62       260       22       11.28  
    Total loans     5,322,939       218,099       5.46       5,390,489       205,995       5.10  
    Federal funds sold                                    
    Interest-earning deposits     225,070       7,922       4.69       147,071       4,452       4.04  
    Total interest-earning assets     6,368,603       242,432       5.08 %     6,340,732       225,037       4.73 %
    Noninterest-earning assets:                                    
    Cash and due from banks     8,384                   8,388              
    Allowance for credit losses     (68,337 )                 (62,753 )            
    Premises and equipment     24,917                   23,850              
    Other assets     109,152                   76,992              
    Total noninterest-earning assets     74,116                   46,477              
    Total assets   $ 6,442,719                 $ 6,387,209              
                                         
    LIABILITIES:                                    
    Interest-bearing deposits:                                    
    Checking   $ 3,088,218     $ 88,192       3.81 %   $ 2,739,115     $ 63,018       3.07 %
    Money markets     794,297       17,959       3.01       893,567       13,185       1.97  
    Savings     106,200       302       0.38       128,437       148       0.15  
    Certificates of deposit – retail     498,353       15,762       4.22       386,488       7,650       2.64  
    Subtotal interest-bearing deposits     4,487,068       122,215       3.63       4,147,607       84,001       2.70  
    Interest-bearing demand – brokered     10,000       394       5.25       15,311       469       4.08  
    Certificates of deposit – brokered     78,042       2,950       5.04       51,916       1,584       4.07  
    Total interest-bearing deposits     4,575,110       125,559       3.66       4,214,834       86,054       2.72  
    Borrowings     87,224       3,848       5.88       331,170       13,249       5.33  
    Capital lease obligation     2,491       75       4.01       4,179       149       4.75  
    Subordinated debt     133,377       5,055       5.05       133,090       4,966       4.98  
    Total interest-bearing liabilities     4,798,202       134,537       3.74 %     4,683,273       104,418       2.97 %
    Noninterest-bearing liabilities:                                    
    Demand deposits     959,571                   1,066,162              
    Accrued expenses and other liabilities     101,247                   82,215              
    Total noninterest-bearing liabilities     1,060,818                   1,148,377              
    Shareholders’ equity     583,699                   555,559              
    Total liabilities and shareholders’ equity   $ 6,442,719                 $ 6,387,209              
    Net interest income         $ 107,895                 $ 120,619        
    Net interest spread                 1.34 %                 1.76 %
    Net interest margin (D)                 2.26 %                 2.54 %

    (A) Average balances for available for sale securities are based on amortized cost.
    (B) Interest income is presented on a tax-equivalent basis using a 21% federal tax rate.
    (C) Loans are stated net of unearned income and include nonaccrual loans.
    (D) Net interest income on a tax-equivalent basis as a percentage of total average interest-earning assets.

    PEAPACK-GLADSTONE FINANCIAL CORPORATION
    NON-GAAP FINANCIAL MEASURES RECONCILIATION

    Tangible book value per share and tangible equity as a percentage of tangible assets at period end are non-GAAP financial measures derived from GAAP-based amounts. We calculate tangible equity and tangible assets by excluding the balance of intangible assets from shareholders’ equity and total assets, respectively. We calculate tangible book value per share by dividing tangible equity by common shares outstanding, as compared to book value per common share, which we calculate by dividing shareholders’ equity by common shares outstanding at period end. We calculate tangible equity as a percentage of tangible assets at period end by dividing tangible equity by tangible assets at period end. We believe that this is consistent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of risk-based capital ratios.

    The efficiency ratio is a non-GAAP measure of expense control relative to recurring revenue. We calculate the efficiency ratio by dividing total noninterest expenses, excluding other real estate owned provision, as determined under GAAP, by net interest income and total noninterest income as determined under GAAP, but excluding net gains/(losses) on loans held for sale at lower of cost or fair value and excluding net gains on securities from this calculation, which we refer to below as recurring revenue. We believe that this provides a reasonable measure of core expenses relative to core revenue.

    We believe these non-GAAP financial measures provide information that is important to investors and useful in understanding our financial position, results and ratios because our management internally assesses our performance based, in part, on these measures. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titles measures reported by other companies. A reconciliation of the non-GAAP measures of tangible common equity, tangible book value per share and efficiency ratio to the underlying GAAP numbers is set forth below.

    (Dollars in thousands, except per share data)

        Three Months Ended  
        Sept 30,     June 30,     March 31,     Dec 31,     Sept 30,  
    Tangible Book Value Per Share   2024     2024     2024     2023     2023  
    Shareholders’ equity   $ 607,614     $ 588,322     $ 582,379     $ 583,681     $ 558,956  
    Less: Intangible assets, net     45,198       45,470       45,742       46,014       46,286  
    Tangible equity   $ 562,416     $ 542,852     $ 536,637     $ 537,667     $ 512,670  
    Less: other comprehensive loss     (54,820 )     (68,342 )     (67,760 )     (64,878 )     (81,653 )
    Tangible equity excluding other comprehensive loss   $ 617,236     $ 611,194     $ 604,397     $ 602,545     $ 594,323  
                                   
    Period end shares outstanding     17,577,747       17,666,490       17,761,538       17,739,677       17,816,922  
    Tangible book value per share   $ 32.00     $ 30.73     $ 30.21     $ 30.31     $ 28.77  
    Tangible book value per share excluding other comprehensive loss   $ 35.11     $ 34.60     $ 34.03     $ 33.97     $ 33.36  
    Book value per share     34.57       33.30       32.79       32.90       31.37  
                                   
    Tangible Equity to Tangible Assets                              
    Total assets   $ 6,793,792     $ 6,505,350     $ 6,408,553     $ 6,476,857     $ 6,521,581  
    Less: Intangible assets, net     45,198       45,470       45,742       46,014       46,286  
    Tangible assets   $ 6,748,594     $ 6,459,880     $ 6,362,811     $ 6,430,843     $ 6,475,295  
    Less: other comprehensive loss     (54,820 )     (68,342 )     (67,760 )     (64,878 )     (81,653 )
    Tangible assets excluding other comprehensive loss   $ 6,803,414     $ 6,528,222     $ 6,430,571     $ 6,495,721     $ 6,556,948  
                                   
    Tangible equity to tangible assets     8.33 %     8.40 %     8.43 %     8.36 %     7.92 %
    Tangible equity to tangible assets excluding other comprehensive loss     9.07 %     9.36 %     9.40 %     9.28 %     9.06 %
    Equity to assets     8.94 %     9.04 %     9.09 %     9.01 %     8.57 %

    (Dollars in thousands)

        Three Months Ended  
        Sept 30,     June 30,     March 31,     Dec 31,     Sept 30,  
    Return on Average Tangible Equity   2024     2024     2024     2023     2023  
    Net income   $ 7,587     $ 7,530     $ 8,631     $ 8,599     $ 8,755  
                                   
    Average shareholders’ equity   $ 592,787     $ 577,206     $ 581,003     $ 561,055     $ 565,153  
    Less: Average intangible assets, net     45,350       45,624       45,903       46,167       46,468  
    Average tangible equity   $ 547,437     $ 531,582     $ 535,100     $ 514,888     $ 518,685  
                                   
    Return on average tangible common equity     5.54 %     5.67 %     6.45 %     6.68 %     6.75 %
        For the Nine Months Ended  
        Sept 30,     Sept 30,  
    Return on Average Tangible Equity   2024     2023  
    Net income   $ 23,748     $ 40,255  
                 
    Average shareholders’ equity   $ 583,699     $ 555,559  
    Less: Average intangible assets, net     45,625       46,825  
    Average tangible equity     538,074       508,734  
                 
    Return on average tangible common equity     5.88 %     10.55 %

    (Dollars in thousands)

        Three Months Ended  
        Sept 30,     June 30,     March 31,     Dec 31,     Sept 30,  
    Efficiency Ratio   2024     2024     2024     2023     2023  
    Net interest income   $ 37,681     $ 35,042     $ 34,375     $ 36,675     $ 36,515  
    Total other income     18,938       21,555       18,701       17,590       19,354  
    Add:                              
    Fair value adjustment for CRA equity security     (474 )     84       111       (585 )     404  
    Less:                              
    Gain on loans held for sale at lower of cost or fair value           (23 )                  
    Income from life insurance proceeds     (55 )           (181 )            
    Total recurring revenue     56,090       56,658       53,006       53,680       56,273  
                                   
    Operating expenses     44,649       43,126       40,041       37,616       37,413  
    Total operating expense     44,649       43,126       40,041       37,616       37,413  
                                   
    Efficiency ratio     79.60 %     76.12 %     75.54 %     70.07 %     66.48 %

    (Dollars in thousands)

        For the Nine Months Ended  
        Sept 30,     Sept 30,  
    Efficiency Ratio   2024     2023  
    Net interest income   $ 107,098     $ 119,414  
    Total other income     59,194       55,988  
    Add:            
    Fair value adjustment for CRA equity security     (279 )     404  
    Less:            
    Gain on loans held for sale at lower of cost or fair value     (23 )      
    Income from life insurance proceeds     (236 )      
    Total recurring revenue     165,754       175,806  
                 
    Operating expenses     127,816       110,679  
    Less:            
    Accelerated Expense for Retirement           1,965  
    Branch Closure Expense           175  
    Total operating expense     127,816       108,539  
                 
    Efficiency ratio     77.11 %     61.74 %

    The MIL Network

  • MIL-OSI: FS Bancorp, Inc. Reports Third Quarter Net Income of $10.3 Million or $1.29 Per Diluted Share and the Forty-Seventh Consecutive Quarterly Cash Dividend

    Source: GlobeNewswire (MIL-OSI)

    MOUNTLAKE TERRACE, Wash., Oct. 22, 2024 (GLOBE NEWSWIRE) — FS Bancorp, Inc. (NASDAQ: FSBW) (the “Company”), the holding company for 1st Security Bank of Washington (the “Bank”) today reported 2024 third quarter net income of $10.3 million, or $1.29 per diluted share, compared to $9.0 million, or $1.13 per diluted share, for the comparable quarter one year ago. For the nine months ended September 30, 2024, net income was $27.6 million, or $3.45 per diluted share, compared to net income of $26.3 million, or $3.33 per diluted share, for the comparable nine-month period in 2023.

    “Deposit growth experienced in the third quarter of 2024 was a direct result of the Bank-wide focus and strategic planning objective to fund loan growth with core deposits,” stated Joe Adams, CEO. “We are also pleased that our Board of Directors approved our forty-seventh consecutive quarterly cash dividend of $0.27 per common share, demonstrating our continued commitment to returning value to shareholders.  The cash dividend will be paid on November 21, 2024, to shareholders of record as of November 7, 2024,” concluded Adams.

    2024 Third Quarter Highlights

    • Net income was $10.3 million for the third quarter of 2024, compared to $9.0 million for both the previous quarter and the comparable quarter one year ago;
    • Net interest margin (“NIM”) increased to 4.35% for the third quarter of 2024, compared to 4.29% in the previous quarter, and 4.34% for the comparable quarter one year ago;
    • Total deposits increased $44.5 million, or 1.9%, to $2.43 billion at September 30, 2024, primarily due to an increase in noninterest-bearing checking of $34.4 million and certificates of deposit (“CDs”) of $15.0 million, compared to $2.38 billion at June 30, 2024 and decreased $27.1 million, or 1.1%, from $2.45 billion at September 30, 2023.  Noninterest-bearing deposits were $657.8 million at September 30, 2024, $623.3 million at June 30, 2024, and $670.2 million at September 30, 2023; 
    • Borrowings decreased $18.1 million, or 9.9% to $163.8 million at September 30, 2024, compared to $181.9 million at June 30, 2024, as a result of the Company’s strategic planning objective to fund loan growth with core deposits; 
    • Loans receivable, net was unchanged at $2.46 billion at September 30, 2024, and June 30, 2024, and increased $88.1 million, or 3.7%, from $2.38 billion at September 30, 2023;
    • Consumer loans, of which 87.3% are home improvement loans, decreased $9.3 million, or 1.4%, to $632.4 million at September 30, 2024, compared to $641.7 million in the previous quarter, and decreased $7.7 million, or 1.2%, from $640.1 million in the comparable quarter one year ago. Yields on consumer loans increased 18 basis points to 7.59% from 7.41% at the end of the second quarter 2024. During the three months ended September 30, 2024, consumer loan originations included 80.4% of home improvement loans originated with a Fair Isaac Corporation (“FICO”) score above 720 and 83.9% of home improvement loans with a UCC-2 security filing;
    • For the third quarter of 2024, there was a tax benefit of $420,000, compared to tax provisions of $2.4 million in the prior quarter, and $2.5 million for the same quarter last year.  The tax benefit for the third quarter of 2024 was due to $28.4 million of energy tax credits purchased during the current quarter related to the Inflation Reduction Act of 2022;
    • Repurchased 97,000 shares of the Company’s common stock in the third quarter of 2024 at an average price of $43.58 per share with $1.4 million remaining for future purchases under the share repurchase plan that was approved in July 2024;
    • Book value per share increased $0.30 to $37.45 at September 30, 2024, compared to $37.15 at June 30, 2024, and increased $4.87 from $32.58 at September 30, 2023.  Tangible book value per share (non-GAAP financial measure) increased $0.44 to $35.10 at September 30, 2024, compared to $34.66 at June 30, 2024, and increased $5.37 from $29.73 at September 30, 2023. See, “Non-GAAP Financial Measures.”
    • Segment reporting in the third quarter of 2024 reflected net income of $9.3 million for the Commercial and Consumer Banking segment and $1.0 million for the Home Lending segment, compared to net income of $8.0 million and $1.0 million in the prior quarter, and net income of $8.8 million and $166,000 in the third quarter of 2023, respectively;
    • The percentage of available unencumbered cash and secured borrowing capacity at the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank to uninsured deposits was 182% at September 30, 2024, compared to 191% in the prior quarter. The average deposit size per FDIC-insured account at the Bank was $33,000 and $32,000 for September 30, 2024 and June 30, 2024, respectively; and
    • Regulatory capital ratios at the Bank were 14.2% for total risk-based capital and 11.2% for Tier 1 leverage capital at September 30, 2024, compared to 13.9% for total risk-based capital and 10.9% for Tier 1 leverage capital at June 30, 2024.

    Segment Reporting

    The Company reports two segments: Commercial and Consumer Banking and Home Lending. The Commercial and Consumer Banking segment provides diversified financial products and services to our commercial and consumer customers. These products and services include deposit products; residential, consumer, business and commercial real estate lending portfolios and cash management services. This segment is also responsible for the management of the investment portfolio and other assets of the Bank. The Home Lending segment originates one-to-four-family residential mortgage loans primarily for sale in the secondary markets as well as loans held for investment.

    The Company reflected the sale of servicing rights in the first quarter of 2024 as a gain to the Commercial and Consumer Banking segment to offset the realized loss on sale of investment securities and will allocate the gain on a straight-line basis over four years as intercompany income from the Commercial and Consumer Banking segment to the Home Lending segment.

    The tables below provide a summary of segment reporting at or for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):

        At or For the Three Months Ended September 30, 2024  
    Condensed income statement:   Commercial and Consumer Banking     Home Lending     Total  
    Net interest income (1)   $ 28,612     $ 2,632     $ 31,244  
    Provision for credit losses     (1,331 )     (182 )     (1,513 )
    Noninterest income (2)     2,257       3,710       5,967  
    Noninterest expense (3)     (20,199 )     (5,633 )     (25,832 )
    Income before (provision) benefit for income taxes     9,339       527       9,866  
    (Provision) benefit for income taxes     (71 )     491       420  
    Net income   $ 9,268     $ 1,018     $ 10,286  
    Total average assets for period ended   $ 2,347,855     $ 612,935     $ 2,960,790  
    Full-time employees (“FTEs”)     442       117       559  
        At or For the Three Months Ended September 30, 2023  
    Condensed income statement:   Commercial and Consumer Banking     Home Lending     Total  
    Net interest income (1)   $ 27,563     $ 3,071     $ 30,634  
    Provision for credit losses     (437 )     (111 )     (548 )
    Noninterest income (2)     2,680       2,302       4,982  
    Noninterest expense (3)     (18,539 )     (5,047 )     (23,586 )
    Income before provision for income taxes     11,267       215       11,482  
    Provision for income taxes     (2,480 )     (49 )     (2,529 )
    Net income   $ 8,787     $ 166     $ 8,953  
    Total average assets for period ended   $ 2,361,014     $ 540,372     $ 2,901,386  
    FTEs     434       128       562  
        At or For the Nine Months Ended September 30, 2024  
    Condensed income statement:   Commercial and Consumer Banking     Home Lending     Total  
    Net interest income (1)   $ 84,749     $ 7,242     $ 91,991  
    Provision for credit losses     (3,796 )     (193 )     (3,989 )
    Noninterest income (2)     6,919       10,027       16,946  
    Noninterest expense (3)     (58,250 )     (14,968 )     (73,218 )
    Income before (provision) benefit for income taxes     29,622       2,108       31,730  
    (Provision) benefit for income taxes     (4,253 )     165       (4,088 )
    Net income   $ 25,369     $ 2,273     $ 27,642  
    Total average assets for period ended   $ 2,369,740     $ 586,001     $ 2,955,741  
    FTEs     442       117       559  
        At or For the Nine Months Ended September 30, 2023  
    Condensed income statement:   Commercial and Consumer Banking     Home Lending     Total  
    Net interest income (1)   $ 83,332     $ 9,516     $ 92,848  
    Provision for credit losses     (2,555 )     (817 )     (3,372 )
    Noninterest income (2)     7,766       7,268       15,034  
    Noninterest expense (3)     (56,099 )     (15,215 )     (71,314 )
    Income before provision for income taxes     32,444       752       33,196  
    Provision for income taxes     (6,758 )     (157 )     (6,915 )
    Net income   $ 25,686     $ 595     $ 26,281  
    Total average assets for period ended   $ 2,288,996     $ 520,513     $ 2,809,509  
    FTEs     434       128       562  

    __________________________

    (1)   Net interest income is the difference between interest earned on assets and the cost of liabilities to fund those assets. Interest earned includes actual interest earned on segment assets and, if the segment has excess liabilities, interest credits for providing funding to the other segment. The cost of liabilities includes interest expense on segment liabilities and, if the segment does not have enough liabilities to fund its assets, a funding charge based on the cost of assigned liabilities to fund segment assets.
    (2)   Noninterest income includes activity from certain residential mortgage loans that were initially originated for sale and measured at fair value, and subsequently transferred to loans held for investment. Gains and losses from changes in fair value for these loans are reported in earnings as a component of noninterest income. For the three and nine months ended September 30, 2024, the Company recorded net increases in fair value of $262,000 and $448,000, respectively, as compared to net decreases in fair value of $343,000 and $285,000 for the three and nine months ended September 30, 2023. As of September 30, 2024 and 2023, there were $13.9 million and $15.2 million, respectively, in residential mortgage loans recorded at fair value as they were previously transferred from loans held for sale to loans held for investment.
    (3)   Noninterest expense includes allocated overhead expense from general corporate activities. Allocation is determined based on a combination of segment assets and FTEs.  For the three and nine months ended September 30, 2024 and 2023, the Home Lending segment included allocated overhead expenses of $1.8 million and $4.8 million, compared to $1.5 million and $4.7 million, respectively.
         

    Asset Summary

    Total assets increased $28.8 million, or 1.0%, to $2.97 billion at September 30, 2024, compared to $2.94 billion at June 30, 2024, and increased $50.1 million, or 1.7%, from $2.92 billion at September 30, 2023.  The increase in total assets at September 30, 2024, compared to June 30, 2024, included increases of $15.7 million in other assets, consisting primarily of a federal income tax receivable of $25.7 million, $7.3 million in total cash and cash equivalents, $7.0 million in securities available-for-sale, and $6.5 million in loans receivable, net, partially offset by decreases in loans held for sale (“HFS”) of $4.4 million,  and core deposit intangible (“CDI”), net of $897,000. The increase compared to September 30, 2023, was primarily due to increases in loans receivable, net of $88.1 million, loans HFS of $30.7 million, other assets of $13.1 million, and FHLB stock of $5.8 million. These increases were partially offset by decreases in total cash and cash equivalents of $40.3 million, securities available-for-sale of $23.7 million, mortgage servicing rights (“MSR”) of $8.9 million, certificates of deposit at other financial institutions of $5.6 million, CDI, net of $3.7 million, deferred tax asset, net of $3.2 million, operating lease right-of-use assets of $1.7 million, and premises and equipment, net of $900,000.

    LOAN PORTFOLIO                                                
    (Dollars in thousands)   September 30, 2024     June 30, 2024     September 30, 2023  
        Amount     Percent     Amount     Percent     Amount     Percent  
    REAL ESTATE LOANS                                                
    Commercial   $ 352,933       14.1 %   $ 359,404       14.4 %   $ 364,673       15.2 %
    Construction and development     292,366       11.7       274,209       11.0       289,873       12.0  
    Home equity     75,063       3.0       73,749       3.0       67,103       2.8  
    One-to-four-family (excludes HFS)     591,666       23.7       588,966       23.7       540,670       22.5  
    Multi-family     238,462       9.6       239,675       9.6       243,661       10.1  
    Total real estate loans     1,550,490       62.1       1,536,003       61.7       1,505,980       62.6  
                                                     
    CONSUMER LOANS                                                
    Indirect home improvement     552,226       22.2       563,621       22.7       562,650       23.4  
    Marine     76,845       3.1       74,627       3.0       73,887       3.1  
    Other consumer     3,346       0.1       3,440       0.1       3,547       0.1  
    Total consumer loans     632,417       25.4       641,688       25.8       640,084       26.6  
                                                     
    COMMERCIAL BUSINESS LOANS                                                
    Commercial and industrial (“C&I”)     296,773       11.9       285,183       11.5       236,520       9.8  
    Warehouse lending     15,249       0.6       25,548       1.0       23,489       1.0  
    Total commercial business loans     312,022       12.5       310,731       12.5       260,009       10.8  
    Total loans receivable, gross     2,494,929       100.0 %     2,488,422       100.0 %     2,406,073       100.0 %
                                                     
    Allowance for credit losses on loans     (31,232 )             (31,238 )             (30,501 )        
    Total loans receivable, net   $ 2,463,697             $ 2,457,184             $ 2,375,572          
     

    Loans receivable, net was unchanged at $2.46 billion at September 30, 2024 and June 30, 2024, and increased $88.1 million from $2.38 billion at September 30, 2023. Total real estate loans remained virtually unchanged at $1.55 billion at September 30, 2024, compared to June 30, 2024, however, there were notable shifts within the portfolio. Specifically, construction and development loans increased $18.2 million, one-to-four-family loans (excluding HFS) increased $2.7 million mainly due to new loan originations, and home equity loans increased $1.3 million. These gains were partially offset by declines of $6.5 million in commercial real estate loans and $1.2 million in multi-family loans.  In addition, commercial business loans increased $1.3 million to $312.0 million at September 30, 2024, up from $310.7 million on June 30, 2024, resulting from an increase of $11.6 million in C&I loans and a decrease of $10.3 million in warehouse lending.  Consumer loans decreased $9.3 million to $632.4 million at September 30, 2024, compared to June 30, 2024, resulting from an $11.4 million decrease in indirect home improvement loans, partially offset by an increase of $2.2 million in marine loans. 

    The composition of CRE loans at the dates indicated were as follows:

    (Dollars in thousands)                        
        September 30, 2024     June 30, 2024     September 30, 2023  
    CRE by Type:   Amount     Amount     Amount  
    Agriculture   $ 3,610     $ 3,639     $ 3,926  
    CRE Non-owner occupied:                        
    Office     40,672       41,381       41,878  
    Retail     36,070       37,507       37,865  
    Hospitality/restaurant     27,743       28,314       25,252  
    Self storage     19,130       19,141       21,381  
    Mixed use     17,881       18,062       16,768  
    Industrial     15,402       17,163       17,431  
    Senior housing/assisted living     7,621       7,675       8,556  
    Other (1)     6,684       6,847       7,814  
    Land     2,523       3,021       6,381  
    Education/worship     2,545       2,571       2,645  
    Total CRE non-owner occupied     176,271       181,682       185,971  
    CRE owner occupied:                        
    Industrial     63,577       63,969       63,307  
    Office     42,156       41,978       41,663  
    Retail     19,968       20,885       23,228  
    Hospitality/restaurant     10,528       10,800       14,153  
    Other (2)     8,116       8,354       8,850  
    Car wash     9,575       9,607       7,818  
    Automobile related     8,874       8,200       8,193  
    Education/worship     4,609       4,610       4,617  
    Mixed use     5,649       5,680       2,947  
    Total CRE owner occupied     173,052       174,083       174,776  
    Total   $ 352,933     $ 359,404     $ 364,673  

    __________________________________

    (1)   Primarily includes loans secured by mobile home parks totaling $774,000, $782,000, and $2.4 million, RV parks totaling $689,000, $692,000, and $702,000, automobile-related collateral totaling $594,000, $599,000, and $0, and other collateral totaling $4.6 million, $4.7 million, and $4.8 million at September 30, 2024, June 30, 2024, and September 30, 2023, respectively.
    (2)   Primarily includes loans secured by gas stations totaling $1.5 million, $1.6 million and $1.7 million, non-profit organization totaling $901,000, $908,000 and $928,000, and other collateral totaling $5.7 million, $5.1 million and $6.2 million at September 30, 2024, June 30, 2024, and September 30, 2023, respectively.
         

    The following tables includes CRE loans repricing or maturing within the next two years, excluding loans that reprice simultaneously with changes to the prime rate:

    (Dollars in thousands)     For the Quarter Ended         Current Weighted
        Dec 31,   Mar 31,   Jun 30,   Sep 30,   Dec 31,   Mar 31,   Jun 30,   Sep 30,         Average
    CRE by type:   2024   2025   2025   2025   2025   2026   2026   2026   Total   Rate
    Agriculture   $ 926   $   $ 424   $   $ 311   $ 181   $ 259   $ 306   $ 2,407   6.40%
    Apartment     9,990     9,817     5,271     1,829     18,671     1,908     14,485     9,797     71,768   4.87%
    Auto related             2,091                         2,091   4.18%
    Hotel / hospitality         579     1,212     1,336         118     1,307         4,552   4.39%
    Industrial     8,337     897     588         10,361     584     173     1,636     22,576   5.29%
    Mixed use     795     1,750     3,490     250     318                 6,603   5.00%
    Office     4,702     11,171         4,214     988     528     1,666     566     23,835   4.88%
    Other     1,227         116     1,168     246     901         2,545     6,203   4.96%
    Retail     1,266     2,006         83         465     3,285         7,105   4.15%
    Senior housing and assisted living                         2,186             2,186   4.75%
    Total   $ 27,243   $ 26,220   $ 13,192   $ 8,880   $ 30,895   $ 6,871   $ 21,175   $ 14,850   $ 149,326   4.91%
     

    A breakdown of construction loans at the dates indicated were as follows:

    (Dollars in thousands)                                
        September 30, 2024     June 30, 2024  
    Construction Types:   Amount     Percent     Amount     Percent  
    Commercial construction ─ retail   $ 8,710       3.0 %   $ 8,698       3.2 %
    Commercial construction ─ office     4,737       1.6       4,737       1.7  
    Commercial construction ─ self storage     10,408       3.5       10,000       3.6  
    Commercial construction ─ car wash     7,807       2.7       7,807       2.8  
    Multi-family     30,931       10.6       30,960       11.3  
    Custom construction ─ single family residential and single family manufactured residential     43,528       14.9       46,107       16.8  
    Custom construction ─ land, lot and acquisition and development     8,220       2.8       7,310       2.7  
    Speculative residential construction ─ vertical     145,549       49.8       131,293       47.9  
    Speculative residential construction ─ land, lot and acquisition and development     32,476       11.1       27,297       10.0  
    Total   $ 292,366       100.0 %   $ 274,209       100.0 %
    (Dollars in thousands)                                
        September 30, 2024     September 30, 2023  
    Construction Types:   Amount     Percent     Amount     Percent  
    Commercial construction ─ retail   $ 8,710       3.0 %   $ 7,347       2.5 %
    Commercial construction ─ office     4,737       1.6       4,591       1.6  
    Commercial construction ─ self storage     10,408       3.5       10,734       3.7  
    Commercial construction ─ car wash     7,807       2.7       7,287       2.5  
    Multi-family     30,931       10.6       52,913       18.3  
    Custom construction ─ single family residential and single family manufactured residential     43,528       14.9       44,542       15.4  
    Custom construction ─ land, lot and acquisition and development     8,220       2.8       7,012       2.4  
    Speculative residential construction ─ vertical     145,549       49.8       124,244       42.8  
    Speculative residential construction ─ land, lot and acquisition and development     32,476       11.1       31,203       10.8  
    Total   $ 292,366       100.0 %   $ 289,873       100.0 %
     

    Originations of one-to-four-family loans to purchase and refinance a home for the periods indicated were as follows:

    (Dollars in thousands)   For the Three Months Ended     For the Three Months Ended                  
        September 30, 2024     June 30, 2024                  
        Amount     Percent     Amount     Percent     $ Change     % Change  
    Purchase   $ 168,088       85.7 %   $ 193,715       92.3 %   $ (25,627 )     (13.2 )%
    Refinance     28,001       14.3       16,173       7.7       11,828       73.1 %
    Total   $ 196,089       100.0 %   $ 209,888       100.0 %   $ (13,799 )     (6.5 )%
    (Dollars in thousands)   For the Three Months Ended September 30,                  
        2024     2023                  
        Amount     Percent     Amount     Percent     $ Change     % Change  
    Purchase   $ 168,088       85.7 %   $ 139,345       92.1 %   $ 28,743       20.6 %
    Refinance     28,001       14.3       12,001       7.9       16,000       133.3 %
    Total   $ 196,089       100.0 %   $ 151,346       100.0 %   $ 44,743       29.6 %
    (Dollars in thousands)   For the Nine Months Ended September 30,                  
        2024     2023                  
        Amount     Percent     Amount     Percent     $ Change     % Change  
    Purchase   $ 497,705       88.8 %   $ 387,211       91.8 %   $ 110,494       28.5 %
    Refinance     62,546       11.2       34,635       8.2       27,911       80.6 %
    Total   $ 560,251       100.0 %   $ 421,846       100.0 %   $ 138,405       32.8 %
     

    During the quarter ended September 30, 2024, the Company sold $167.6 million of one-to-four-family loans compared to $164.5 million during the previous quarter and $117.6 million during the same quarter one year ago. Gross margins on home loan sales were unchanged at 2.96% for both quarters ended September 30, 2024, and  June 30, 2024, and declined from 3.08% in the same quarter one year ago. Gross margins are defined as the margin on loans sold (cash sales) without the impact of deferred costs.

    Liabilities and Equity Summary

    Changes in deposits at the dates indicated were as follows:

    (Dollars in thousands)                                                
        September 30, 2024     June 30, 2024                  
    Transactional deposits:   Amount     Percent     Amount     Percent     $ Change     % Change  
    Noninterest-bearing checking   $ 641,270       26.4 %   $ 613,137       25.7 %   $ 28,133       4.6 %
    Interest-bearing checking (1)     165,944       6.8       166,839       7.0       (895 )     (0.5 )
    Escrow accounts related to mortgages serviced (2)     16,483       0.7       10,212       0.4       6,271       61.4  
    Subtotal     823,697       33.9       790,188       33.1       33,509       4.2  
    Savings     151,364       6.2       151,398       6.4       (34 )     (0.0 )
    Money market (3)     340,049       14.0       343,995       14.4       (3,946 )     (1.1 )
    Subtotal     491,413       20.2       495,393       20.8       (3,980 )     (0.8 )
    Certificates of deposit less than $100,000 (4)     533,441       22.0       530,537       22.3       2,904       0.5  
    Certificates of deposit of $100,000 through $250,000     452,705       18.7       427,893       18.0       24,812       5.8  
    Certificates of deposit greater than $250,000     126,075       5.2       138,792       5.8       (12,717 )     (9.2 )
    Subtotal     1,112,221       45.9       1,097,222       46.1       14,999       1.4  
    Total   $ 2,427,331       100.0 %   $ 2,382,803       100.0 %   $ 44,528       1.9 %
    (Dollars in thousands)                                                
        September 30, 2024     September 30, 2023                  
    Transactional deposits:   Amount     Percent     Amount     Percent     $ Change     % Change  
    Noninterest-bearing checking   $ 641,270       26.4 %   $ 643,670       26.2 %   $ (2,400 )     (0.4 )%
    Interest-bearing checking (1)     165,944       6.8       219,468       8.9       (53,524 )     (24.4 )
    Escrow accounts related to mortgages serviced (2)     16,483       0.7       26,489       1.1       (10,006 )     (37.8 )
    Subtotal     823,697       33.9       889,627       36.2       (65,930 )     (7.4 )
    Savings     151,364       6.2       157,901       6.4       (6,537 )     (4.1 )
    Money market (3)     340,049       14.0       389,962       15.9       (49,913 )     (12.8 )
    Subtotal     491,413       20.2       547,863       22.3       (56,450 )     (10.3 )
    Certificates of deposit less than $100,000 (4)     533,441       22.0       527,032       21.5       6,409       1.2  
    Certificates of deposit of $100,000 through $250,000     452,705       18.7       406,545       16.6       46,160       11.4  
    Certificates of deposit greater than $250,000     126,075       5.2       83,377       3.4       42,698       51.2  
    Subtotal     1,112,221       45.9       1,016,954       41.5       95,267       9.4  
    Total   $ 2,427,331       100.0 %   $ 2,454,444       100.0 %   $ (27,113 )     (1.1 )%

    __________________________________

    (1)   There were no brokered deposits at September 30, 2024 and  June 30, 2024, compared to $50.1 million at September 30, 2023.                  
    (2)   Noninterest-bearing accounts.
    (3)   Includes $1.0 million, $4.0 million and $51,000 of brokered deposits at September 30, 2024, June 30, 2024 and September 30, 2023, respectively.
    (4)   Includes $250.2 million, $261.0 million, and $323.3 million of brokered deposits at September 30, 2024, June 30, 2024 and September 30, 2023, respectively.
         

    At September 30, 2024, CDs, which include retail and non-retail CDs, totaled $1.11 billion, compared to $1.10 billion at June 30, 2024 and $1.02 billion at September 30, 2023, with non-retail CDs representing 22.5%, 24.9% and 33.2% of total CDs at such dates, respectively. At September 30, 2024, non-retail CDs, which include brokered CDs, online CDs and public funds CDs, decreased $10.4 million to $262.9 million, compared to $273.4 million at June 30, 2024, primarily due to a decrease of $10.8 million in brokered CDs. Non-retail CDs totaled $262.9 million at September 30, 2024, compared to $337.2 million at September 30, 2023.

    At September 30, 2024, the Bank had uninsured deposits of approximately $644.9 million, compared to approximately $586.6 million at June 30, 2024, and $591.6 million at September 30, 2023.  The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements.

    At September 30, 2024, borrowings decreased $18.1 million to $163.8 million at September 30, 2024, from $181.9 million at June 30, 2024, and increased $41.9 million from $121.9 million at September 30, 2023. These borrowings were comprised of FHLB advances of $153.8 million, and overnight borrowings of $10.0 million.

    Total stockholders’ equity increased $4.9 million to $288.9 million at September 30, 2024, from $284.0 million at June 30, 2024, and increased $38.2 million, from $250.7 million at September 30, 2023. The increase in stockholders’ equity at September 30, 2024, compared to June 30, 2024, reflects net income of $10.3 million, partially offset by cash dividends paid of $2.1 million. Stockholders’ equity was also impacted by decreases in unrealized net losses on securities available for sale of $4.2 million, net of tax, and decreases in unrealized net gains on fair value and cash flow hedges of $7.0 million, net of tax, reflecting changes in market interest rates during the quarter, resulting in a $2.7 million increase in accumulated other comprehensive loss, net of tax. Book value per common share was $37.45 at September 30, 2024, compared to $37.15 at June 30, 2024, and $32.58 at September 30, 2023.

    The Bank is considered well capitalized under the capital requirements established by the Federal Deposit Insurance Corporation (“FDIC”) with a total risk-based capital ratio of 14.2%, a Tier 1 leverage capital ratio of 11.2%, and a common equity Tier 1 (“CET1”) capital ratio of 12.9% at September 30, 2024.

    The Company exceeded all regulatory capital requirements with a total risk-based capital ratio of 14.4%, a Tier 1 leverage capital ratio of 9.7%, and a CET1 ratio of 11.2% at September 30, 2024.

    Credit Quality

    The allowance for credit losses on loans (“ACLL”) was $31.2 million, or 1.25% of gross loans receivable (excluding loans HFS) at September 30, 2024, compared to $31.2 million, or 1.26% of gross loans receivable (excluding loans HFS), at June 30, 2024, and $30.5 million, or 1.27% of gross loans receivable (excluding loans HFS), at September 30, 2023. The virtually static balance in the ACLL at September 30, 2024, compared to the prior quarter was primarily due to insignificant changes in the loan portfolio period over period and provision for credit losses on loans that offset consumer loan net charge-offs.  The increase of $731,000 in the ACLL from the same quarter the prior year was primarily due to organic loan growth and increases in nonperforming loans and net charge-offs. The allowance for credit losses on unfunded loan commitments decreased $79,000 to $1.5 million at September 30, 2024, compared to $1.6 million at June 30, 2024, and decreased $291,000 from $1.8 million at September 30, 2023. 

    Nonperforming loans decreased $634,000 to $10.8 million at September 30, 2024, compared to $11.4 million at June 30, 2024, and increased $5.2 million from $5.6 million at September 30, 2023. The decrease in nonperforming loans compared to the prior quarter was primarily due to decreases in nonperforming indirect home improvement loans of $549,000 and marine loans of $94,000. The increase in nonperforming loans compared to the same quarter the prior year was primarily due to increases in nonperforming construction and development loans of $4.7 million and commercial business loans of $461,000.

    Loans classified as substandard decreased $1.1 million to $23.2 million at September 30, 2024, compared to $24.3 million at June 30, 2024, and increased $4.0 million from $19.2 million at September 30, 2023.  The decrease in substandard loans compared to the prior quarter was primarily due to a decrease of $549,000 in indirect home improvement loans, $323,000 in commercial real estate loans, $94,000 in marine loans, $74,000 in C&I loans, and $59,000 in one-to-four family loans.  The increase in substandard loans compared to the prior year was primarily due to increases of $4.7 million in construction and development loans, $108,000 in home equity loans, $102,000 in indirect home improvement loans, partially offset by decreases of $462,000 in C&I loans, $293,000 in one-to-four-family loans, and $173,000 in marine loans. There was no other real estate owned (“OREO”) property at September 30, 2024 and June 30, 2024, compared to one OREO property (a closed branch in Centralia, Washington) of $570,000 at September 30, 2023.

    Operating Results

    Net interest income increased $610,000 to $31.2 million for the three months ended September 30, 2024, from $30.6 million for the three months ended September 30, 2023, primarily due to an increase in interest and dividend income of $3.8 million, partially offset by an increase in interest expense of $3.2 million. The $3.8 million increase in total interest income was primarily due to an increase of $3.9 million in interest income on loans receivable, including fees, primarily as a result of new loans being originated at higher rates and variable rate loans repricing higher. The $3.2 million increase in total interest expense was primarily the result of higher market interest rates, higher utilization of borrowings and a shift in deposit mix from transactional accounts to higher cost CDs.

    For the nine months ended September 30, 2024, net interest income decreased $857,000 to $92.0 million, from $92.8 million for the nine months ended September 30, 2023, resulting from an increase in interest expense of $16.0 million and an increase in interest income of $15.1 million.

    NIM (annualized) increased one basis point to 4.35% for the three months ended September 30, 2024, from 4.34% for the same period in the prior year, and decreased 26 basis points to 4.30% for the nine months ended September 30, 2024, from 4.56% for the nine months ended September 30, 2023. The change in NIM for the three and nine months ended September 30, 2024 compared to the same periods in 2023, reflects the increased costs of deposits and borrowings, which outpaced the increased yields earned on interest-earning assets. 

    The average total cost of funds, including noninterest-bearing checking, increased 47 basis points to 2.39% for the three months ended September 30, 2024, from 1.92% for the three months ended September 30, 2023. This increase was predominantly due to higher market rates for deposits and increased utilization of higher cost borrowings. The average cost of funds increased 75 basis points to 2.33% for the nine months ended September 30, 2024, from 1.58% for the nine months ended September 30, 2023, also reflecting increases in market interest rates over last year and increased utilization of borrowings. Management remains focused on matching deposit/liability duration with the duration of loans/assets where feasible.

    For the three and nine months ended September 30, 2024, the provision for credit losses on loans was $1.5 million and $4.0 million, compared to $683,000 and $4.1 million for the three and nine months ended September 30, 2023. The provision for credit losses on loans reflects an increase in charge-off activity for the quarter and increases in the loan portfolio for the year-to-date periods.

    During the three months ended September 30, 2024, net charge-offs increased $1.1 million to $1.6 million, compared to $531,000 for the same period last year.  This increase was the result of increased net charge-offs of $996,000 in indirect home improvement loans and $82,000 in marine loans, partially offset by a net recovery of $8,000 in other consumer loans. Net charge-offs increased $2.7 million to $4.3 million during the nine months ended September 30, 2024, compared to $1.6 million during the nine months ended September 30, 2023.  This increase included net charge-off increases of $1.5 million in indirect home improvement loans, $1.0 million C&I loans, $146,000 in marine loans and $117,000 in other consumer loans. Management attributes the increase in net charge-offs over the year primarily to volatile economic conditions.

    Noninterest income increased $985,000 to $6.0 million for the three months ended September 30, 2024, from $5.0 million for the three months ended September 30, 2023. The increase reflects a $648,000 increase in gain on sale of loans, primarily as a result of the increased volume of loans sold and an increase of $566,000 in other noninterest income, primarily due to fair value changes on loans.  Noninterest income during the three months ended September 30, 2024, also reflects a $141,000 gain on the sale of MSRs, with no similar transaction occurring in the comparable quarter last year.  These increases were partially offset by a $400,000 decrease in service charges and fee income, primarily due to the sale of MSRs in the first quarter of 2024.  Noninterest income increased $1.9 million to $16.9 million for the nine months ended September 30, 2024, from $15.0 million for the nine months ended September 30, 2023.  This increase was primarily the result of an $8.4 million gain on sale of MSRs recorded during the first nine months of 2024 with no similar transaction occurring in the comparable nine month period in 2023, and a $1.5 million increase in gain on sale of loans, partially offset by a $7.8 million loss on sale of investment securities resulting from management’s strategic decision to increase the yields earned on and reduce the duration of the securities portfolio, and an $839,000 decrease in service charges and fee income due to a reduction in loan servicing fees due to the sale of MSRs in the first quarter of 2024. 

    Noninterest expense increased $2.2 million to $25.8 million for the three months ended September 30, 2024, from $23.6 million for the three months ended September 30, 2023. The increase in noninterest expense was primarily due to increases of $506,000 in impairment of MSRs, $482,000 in salaries and benefits, $557,000 in professional and board fees, which included $571,000 in nonrecurring consulting charges and legal fees related to application/system upgrades and tax credit work, $418,000 in operations, $315,000 in data processing, and a decrease of $105,000 in amortization of CDI. Noninterest expense increased $1.9 million to $73.2 million for the nine months ended September 30, 2024, from $71.3 million for the nine months ended September 30, 2023.  This increase was primarily due to increases of $1.1 million in data processing, $1.0 million in professional and board fees which included $824,000 in nonrecurring consulting charges and legal fees for the reasons stated above, $610,000 in operations expense, and $545,000 in impairment of MSRs, partially offset by a decrease of $1.6 million in acquisition costs as a result of no acquisition costs during the current period.

    For the three months ended September 30, 2024, the Company recorded a benefit for income taxes of $420,000 as compared to a provision for income taxes of $2.5 million for the three months ended September 30, 2023. The tax benefit was primarily due to the purchase during the quarter ended September 30, 2024, of alternative energy tax credits available under the Inflation Reduction Act of 2022, resulting in a gain of $2.3 million, which was partially offset by the $1.8 million provision for income taxes recorded on net income for the three months ended September 30, 2024. The Inflation Reduction Act of 2022 introduced several energy tax credits designed to promote clean energy investments, reduce carbon emissions, and accelerate the transition to renewable energy. The effective corporate income tax rates for the three months ended September 30, 2024 and 2023 were (4.3)% which was reduced by 2,300 basis points due to the energy tax credits discussed above, and 22.0%, respectively. The decrease in the effective corporate income tax rate, excluding the effects of the energy tax credits, was attributable to tax benefits derived from the exercises of employee stock options during the current quarter.

    About FS Bancorp

    FS Bancorp, Inc., a Washington corporation, is the holding company for 1st Security Bank of Washington. The Bank offers a range of loan and deposit services primarily to small- and middle-market businesses and individuals in Washington and Oregon.  It operates through 27 bank branches, one headquarters office that provides loans and deposit services, and loan production offices in various suburban communities in the greater Puget Sound area, the Kennewick-Pasco-Richland metropolitan area of Washington, also known as the Tri-Cities, and in Vancouver, Washington. Additionally, the Bank services home mortgage customers across the Northwest, focusing on markets in Washington State including the Puget Sound, Tri-Cities, and Vancouver.

    Forward-Looking Statements

    When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent management’s current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially from those currently expected or projected in these forward-looking statements. Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, include but are not limited to, the following: adverse impacts to economic conditions in the Company’s local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels; labor shortages, the effects of inflation, a recession or slowed economic growth; changes in the interest rate environment, including the increases and decrease in the Federal Reserve benchmark rate and duration at which such interest rate levels are maintained, which could adversely affect our revenues and expenses, the values of our assets and obligations, and the availability and cost of capital and liquidity; the impact of inflation and the current and future monetary policies of the Federal Reserve in response thereto; the effects of any federal government shutdown;  increased competitive pressures, changes in the interest rate environment, adverse changes in the securities markets, the Company’s ability to execute its plans to grow its residential construction lending, mortgage banking, and warehouse lending operations, and the geographic expansion of its indirect home improvement lending; challenges arising from expanding into new geographic markets, products, or services; secondary market conditions for loans and the Company’s ability to originate loans for sale and sell loans in the secondary market; volatility in the mortgage industry; fluctuations in deposits; liquidity issues, including our ability to borrow funds or raise additional capital, if necessary; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; legislative and regulatory changes, including changes in banking, securities and tax law, in regulatory policies and principles, or the interpretation of regulatory capital or other rules; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform critical processing functions for us; environmental, social and governance goals; the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, civil unrest and other external events on our business; and other factors described in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports filed with or furnished to the SEC which are available on its website at http://www.fsbwa.com and on the SEC’s website at http://www.sec.gov.

    Any of the forward-looking statements that the Company makes in this press release and in the other public statements are based upon management’s beliefs and assumptions at the time they are made and may turn out to be incorrect because of the inaccurate assumptions the Company might make, because of the factors illustrated above or because of other factors that cannot be foreseen by the Company. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

    FS BANCORP, INC. AND SUBSIDIARY
    CONSOLIDATED BALANCE SHEETS
    (Dollars in thousands, except share amounts) (Unaudited)
     
                                Linked     Prior Year  
        September 30,     June 30,     September 30,     Quarter     Quarter  
        2024     2024     2023     % Change     % Change  
    ASSETS                                        
    Cash and due from banks   $ 17,950     $ 20,005     $ 18,137       (10 )     (1 )
    Interest-bearing deposits at other financial institutions     22,390       13,006       62,536       72       (64 )
    Total cash and cash equivalents     40,340       33,011       80,673       22       (50 )
    Certificates of deposit at other financial institutions     12,001       12,707       17,636       (6 )     (32 )
    Securities available-for-sale, at fair value     228,199       221,182       251,917       3       (9 )
    Securities held-to-maturity, net     8,455       8,455       8,455              
    Loans held for sale, at fair value     49,373       53,811       18,636       (8 )     165  
    Loans receivable, net     2,463,697       2,457,184       2,375,572             4  
    Accrued interest receivable     14,014       13,792       13,925       2       1  
    Premises and equipment, net     30,026       29,999       30,926             (3 )
    Operating lease right-of-use     5,365       5,784       7,042       (7 )     (24 )
    Federal Home Loan Bank stock, at cost     9,504       10,322       3,696       (8 )     157  
    Other real estate owned                 570             (100 )
    Deferred tax asset, net     4,222       4,590       7,424       (8 )     (43 )
    Bank owned life insurance (“BOLI”), net     38,453       38,201       37,480       1       3  
    MSRs, held at the lower of cost or fair value     8,739       9,352       17,657       (7 )     (51 )
    Goodwill     3,592       3,592       3,592              
    Core deposit intangible, net     14,586       15,483       18,323       (6 )     (20 )
    Other assets     39,642       23,912       26,548       66       49  
    TOTAL ASSETS   $ 2,970,208     $ 2,941,377     $ 2,920,072       1       2  
    LIABILITIES                                        
    Deposits:                                        
    Noninterest-bearing accounts   $ 657,753     $ 623,349     $ 670,158       6       (2 )
    Interest-bearing accounts     1,769,578       1,759,454       1,784,286       1       (1 )
    Total deposits     2,427,331       2,382,803       2,454,444       2       (1 )
    Borrowings     163,806       181,895       121,895       (10 )     34  
    Subordinated notes:                                        
    Principal amount     50,000       50,000       50,000              
    Unamortized debt issuance costs     (423 )     (439 )     (489 )     (4 )     (13 )
    Total subordinated notes less unamortized debt issuance costs     49,577       49,561       49,511              
    Operating lease liability     5,548       5,979       7,269       (7 )     (24 )
    Other liabilities     35,044       37,113       36,288       (6 )     (3 )
    Total liabilities     2,681,306       2,657,351       2,669,407       1        
    COMMITMENTS AND CONTINGENCIES                                        
    STOCKHOLDERS’ EQUITY                                        
    Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued or outstanding                              
    Common stock, $.01 par value; 45,000,000 shares authorized; 7,817,172 shares issued and outstanding at September 30, 2024, 7,742,607 at June 30, 2024, and 7,796,095 at September 30, 2023     78       77       78       1        
    Additional paid-in capital     55,264       55,834       57,464       (1 )     (4 )
    Retained earnings     251,843       243,651       222,532       3       13  
    Accumulated other comprehensive loss, net of tax     (18,283 )     (15,536 )     (29,409 )     18       (38 )
    Total stockholders’ equity     288,902       284,026       250,665       2       15  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 2,970,208     $ 2,941,377     $ 2,920,072       1       2  
     
    FS BANCORP, INC. AND SUBSIDIARY
    CONSOLIDATED STATEMENTS OF INCOME
    (Dollars in thousands, except per share amounts) (Unaudited)
     
        Three Months Ended     Linked     Prior Year  
        September 30,     June 30,     September 30,     Quarter     Quarter  
        2024     2024     2023     % Change     % Change  
    INTEREST INCOME                                        
    Loans receivable, including fees   $ 43,800     $ 42,406     $ 39,874       3       10  
    Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions     3,243       3,534       3,396       (8 )     (5 )
    Total interest and dividend income     47,043       45,940       43,270       2       9  
    INTEREST EXPENSE                                        
    Deposits     13,486       13,252       10,462       2       29  
    Borrowings     1,828       1,801       1,689       1       8  
    Subordinated notes     485       486       485              
    Total interest expense     15,799       15,539       12,636       2       25  
    NET INTEREST INCOME     31,244       30,401       30,634       3       2  
    PROVISION FOR CREDIT LOSSES     1,513       1,077       548       40       176  
    NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES     29,731       29,324       30,086       1       (1 )
    NONINTEREST INCOME                                        
    Service charges and fee income     2,482       2,479       2,882             (14 )
    Gain on sale of loans     2,523       2,463       1,875       2       35  
    Gain on sale of MSRs     141                   NM       NM  
    Gain on sale of investment securities, net     11       151             (93 )     NM  
    Earnings on cash surrender value of BOLI     252       242       233       4       8  
    Other noninterest income     558       533       (8 )     5       (7,075 )
    Total noninterest income     5,967       5,868       4,982       2       20  
    NONINTEREST EXPENSE                                        
    Salaries and benefits     13,985       13,378       13,503       5       4  
    Operations     3,827       3,519       3,409       9       12  
    Occupancy     1,662       1,669       1,588             5  
    Data processing     2,156       2,058       1,841       5       17  
    Loan costs     666       653       564       2       18  
    Professional and board fees     1,223       888       666       38       84  
    FDIC insurance     533       450       561       18       (5 )
    Marketing and advertising     377       377       452             (17 )
    Amortization of core deposit intangible     897       919       1,002       (2 )     (10 )
    Impairment (recovery) of servicing rights     506       (54 )           (1,037 )     NM  
    Total noninterest expense     25,832       23,857       23,586       8       10  
    INCOME BEFORE (BENEFIT) PROVISION FOR INCOME TAXES     9,866       11,335       11,482       (13 )     (14 )
    (BENEFIT) PROVISION FOR INCOME TAXES     (420 )     2,376       2,529       (118 )     (117 )
    NET INCOME   $ 10,286     $ 8,959     $ 8,953       15       15  
    Basic earnings per share   $ 1.32     $ 1.15     $ 1.15       15       15  
    Diluted earnings per share   $ 1.29     $ 1.13     $ 1.13       14       14  
     
        Nine Months Ended     Year  
        September 30,     September 30,     Over Year  
        2024     2023     % Change  
    INTEREST INCOME                        
    Loans receivable, including fees   $ 127,203     $ 114,082       12  
    Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions     10,660       8,667       23  
    Total interest and dividend income     137,863       122,749       12  
    INTEREST EXPENSE                        
    Deposits     39,620       24,696       60  
    Borrowings     4,796       3,749       28  
    Subordinated note     1,456       1,456        
    Total interest expense     45,872       29,901       53  
    NET INTEREST INCOME     91,991       92,848       (1 )
    PROVISION FOR CREDIT LOSSES     3,989       3,372       18  
    NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES     88,002       89,476       (2 )
    NONINTEREST INCOME                        
    Service charges and fee income     7,513       8,352       (10 )
    Gain on sale of loans     6,824       5,298       29  
    Gain on sale of MSRs     8,356             NM  
    Loss on sale of investment securities, net     (7,836 )           NM  
    Earnings on cash surrender value of BOLI     734       681       8  
    Other noninterest income     1,355       703       93  
    Total noninterest income     16,946       15,034       13  
    NONINTEREST EXPENSE                        
    Salaries and benefits     40,920       40,880        
    Operations     10,354       9,744       6  
    Occupancy     5,036       4,670       8  
    Data processing     6,172       5,092       21  
    Loan costs     1,904       2,077       (8 )
    Professional and board fees     3,034       2,001       52  
    FDIC insurance     1,515       1,732       (13 )
    Marketing and advertising     981       1,072       (8 )
    Acquisition costs           1,562       100  
    Amortization of core deposit intangible     2,757       2,484       11  
    Impairment of servicing rights     545             NM  
    Total noninterest expense     73,218       71,314       3  
    INCOME BEFORE PROVISION FOR INCOME TAXES     31,730       33,196       (4 )
    PROVISION FOR INCOME TAXES     4,088       6,915       (41 )
    NET INCOME   $ 27,642     $ 26,281       5  
    Basic earnings per share   $ 3.54     $ 3.38       5  
    Diluted earnings per share   $ 3.45     $ 3.33       4  
     

    KEY FINANCIAL RATIOS AND DATA (Unaudited)

        At or For the Three Months Ended  
        September 30,     June 30,     September 30,  
        2024     2024     2023  
    PERFORMANCE RATIOS:                        
    Return on assets (ratio of net income to average total assets) (1)     1.38 %     1.22 %     1.22 %
    Return on equity (ratio of net income to average equity) (1)     14.08       12.72       13.81  
    Yield on average interest-earning assets (1)     6.56       6.48       6.13  
    Average total cost of funds (1)     2.39       2.38       1.92  
    Interest rate spread information – average during period     4.17       3.33       4.21  
    Net interest margin (1)     4.35       4.29       4.34  
    Operating expense to average total assets (1)     3.47       3.26       3.23  
    Average interest-earning assets to average interest-bearing liabilities (1)     144.28       166.25       145.14  
    Efficiency ratio (2)     69.42       65.78       66.22  
    Common equity ratio (ratio of stockholders’ equity to total assets)     9.73       9.66       8.58  
    Tangible common equity ratio (3)     9.17       9.07       7.89  
        For the Nine Months Ended  
        September 30,     September 30,  
        2024     2023  
    PERFORMANCE RATIOS:                
    Return on assets (ratio of net income to average total assets) (1)     1.25 %     1.25 %
    Return on equity (ratio of net income to average equity) (1)     13.05       14.13  
    Yield on average interest-earning assets (1)     6.44       6.03  
    Average total cost of funds (1)     2.33       1.58  
    Interest rate spread information – average during period     4.11       4.45  
    Net interest margin (1)     4.30       4.56  
    Operating expense to average total assets (1)     3.31       3.39  
    Average interest-earning assets to average interest-bearing liabilities     144.14       146.23  
    Efficiency ratio (2)     67.21       66.10  
        September 30,     June 30,     September 30,  
        2024     2024     2023  
    ASSET QUALITY RATIOS AND DATA:                        
    Nonperforming assets to total assets at end of period (4)     0.36 %     0.39 %     0.21 %
    Nonperforming loans to total gross loans (excluding loans HFS) (5)     0.43       0.46       0.23  
    Allowance for credit losses – loans to nonperforming loans (5)     290.07       273.95       493.46  
    Allowance for credit losses – loans to total gross loans (excluding loans HFS)     1.25       1.26       1.27  
        At or For the Three Months Ended  
        September 30,     June 30,     September 30,  
        2024     2024     2023  
    PER COMMON SHARE DATA:                        
    Basic earnings per share   $ 1.32     $ 1.15     $ 1.15  
    Diluted earnings per share   $ 1.29     $ 1.13     $ 1.13  
    Weighted average basic shares outstanding     7,676,102       7,688,246       7,667,981  
    Weighted average diluted shares outstanding     7,854,389       7,796,253       7,780,430  
    Common shares outstanding at end of period     7,713,359 (6)     7,644,463 (7)     7,693,951 (8)
    Book value per share using common shares outstanding   $ 37.45     $ 37.15     $ 32.58  
    Tangible book value per share using common shares outstanding (3)   $ 35.10     $ 34.66     $ 29.73  

    __________________________________

    (1)   Annualized.
    (2)   Total noninterest expense as a percentage of net interest income and total noninterest income.
    (3)   Represents a non-GAAP financial measure.  For a reconciliation to the most comparable GAAP financial measure, see “Non-GAAP Financial Measures” below.
    (4)   Nonperforming assets consist of nonperforming loans (which include nonaccruing loans and accruing loans more than 90 days past due), foreclosed real estate and other repossessed assets.
    (5)   Nonperforming loans consist of nonaccruing loans and accruing loans 90 days or more past due.
    (6)   Common shares were calculated using shares outstanding of 7,817,172 at September 30, 2024, less 103,813 unvested restricted stock shares.
    (7)   Common shares were calculated using shares outstanding of 7,742,607 at June 30, 2024, less 98,144 unvested restricted stock shares.
    (8)   Common shares were calculated using shares outstanding of 7,796,095 at September 30, 2023, less 102,144 unvested restricted stock shares.
    (Dollars in thousands)   For the Three Months Ended September 30,     For the Nine Months Ended September 30,     Linked Qtr.     Prior Year Qtr.  
    Average Balances   2024     2023     2024     2023     $ Change     $ Change  
    Assets                                                
    Loans receivable, net (1)   $ 2,536,106     $ 2,423,691     $ 2,504,129     $ 2,362,885     $ 112,415     $ 141,244  
    Securities available-for-sale, at amortized cost     250,957       294,148       288,460       276,835       (43,191 )     11,625  
    Securities held-to-maturity     8,500       8,500       8,500       8,500              
    Interest-bearing deposits and certificates of deposit at other financial institutions     48,546       68,369       49,887       67,163       (19,823 )     (17,276 )
    FHLB stock, at cost     10,739       4,626       6,666       5,190       6,113       1,476  
    Total interest-earning assets     2,854,848       2,799,334       2,857,642       2,720,573       55,514       137,069  
    Noninterest-earning assets     105,941       102,052       98,099       88,936       3,889       9,163  
    Total assets   $ 2,960,789     $ 2,901,386     $ 2,955,741     $ 2,809,509     $ 59,403     $ 146,232  
    Liabilities                                                
    Interest-bearing deposit accounts   $ 1,737,793     $ 1,741,257     $ 1,788,324     $ 1,703,688     $ (3,464 )   $ 84,636  
    Borrowings     191,279       138,013       144,635       107,254       53,266       37,381  
    Subordinated notes     49,567       49,500       49,550       49,484       67       66  
    Total interest-bearing liabilities     1,978,639       1,928,770       1,982,509       1,860,426       49,869       122,083  
    Noninterest-bearing deposit accounts     650,852       676,000       648,345       664,319       (25,148 )     (15,974 )
    Other noninterest-bearing liabilities     40,606       39,365       41,965       36,095       1,241       5,870  
    Total liabilities   $ 2,670,097     $ 2,644,135     $ 2,672,819     $ 2,560,840     $ 25,962     $ 111,979  

    __________________________________

    (1)   Includes loans HFS.
         

    Non-GAAP Financial Measures:

    In addition to financial results presented in accordance with generally accepted accounting principles utilized in the United States (“GAAP”), this earnings release presents non-GAAP financial measures that include tangible book value per share, and tangible common equity ratio. Management believes that providing the Company’s tangible book value per share and tangible common equity ratio is consistent with the capital treatment utilized by the investment community, which excludes intangible assets from the calculation of risk-based capital ratios and facilitates comparison of the quality and composition of the Company’s capital over time and to its competitors. Where applicable, the Company has also presented comparable GAAP information.

    These non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. They should not be considered in isolation or as a substitute for total stockholders’ equity or operating results determined in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

    Reconciliation of the GAAP book value per share and common equity ratio and the non-GAAP tangible book value per share and tangible common equity ratio is presented below.

    (Dollars in thousands, except share and per share amounts)   September 30,   June 30,   September 30,  
    Tangible Book Value Per Share:   2024   2024   2023  
    Stockholders’ equity (GAAP)   $ 288,902     $ 284,026     $ 250,665    
    Less: goodwill and core deposit intangible, net     (18,178 )     (19,075 )     (21,915 )  
    Tangible common stockholders’ equity (non-GAAP)   $ 270,724     $ 264,951     $ 228,750    
                         
    Common shares outstanding at end of period     7,713,359 (1)     7,644,463 (2)     7,693,951 (3)  
                         
    Book value per share (GAAP)   $ 37.45     $ 37.15     $ 32.58    
    Tangible book value per share (non-GAAP)   $ 35.10     $ 34.66     $ 29.73    
                         
    Tangible Common Equity Ratio:                    
    Total assets (GAAP)   $ 2,970,208     $ 2,941,377     $ 2,920,072    
    Less: goodwill and core deposit intangible assets     (18,178 )     (19,075 )     (21,915 )  
    Tangible assets (non-GAAP)   $ 2,952,030     $ 2,922,302     $ 2,898,157    
                         
    Common equity ratio (GAAP)     9.73 %     9.66 %     8.58 %  
    Tangible common equity ratio (non-GAAP)     9.17       9.07       7.89    

    _________________________

    (1)   Common shares were calculated using shares outstanding of 7,817,172 at September 30, 2024, less 103,813 unvested restricted stock shares.
    (2)   Common shares were calculated using shares outstanding of 7,742,607 at June 30, 2024, less 98,144 unvested restricted stock shares.
    (3)   Common shares were calculated using shares outstanding of 7,796,095 at September 30, 2023, less 102,144 unvested restricted stock shares.
         

    Contacts:
    Joseph C. Adams,
    Chief Executive Officer
    Matthew D. Mullet,
    President/Chief Financial Officer
    (425) 771-5299
    http://www.FSBWA.com
      

    The MIL Network

  • MIL-OSI: Weatherford Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    • Revenues of $1,409 million increased 7% year-over-year
    • Operating income of $243 million increased 11% year-over-year
    • Net income of $157 million increased 28% year-over-year; net income margin of 11.1%
    • Adjusted EBITDA* of $355 million increased 16% year-over-year; adjusted EBITDA margin* of 25.2% increased by 197 basis points year-over-year
    • Cash provided by operating activities of $262 million, an increase of $112 million sequentially and $90 million year-over-year; adjusted free cash flow* of $184 million, an increase of $88 million sequentially and $47 million year-over-year
    • Received credit rating upgrade from S&P Global Ratings to ‘BB-’ with positive outlook, and from Fitch to ‘BB-’ with stable outlook
    • Shareholder returns of $68 million for the quarter, which includes dividends payment of $18 million and share repurchases of $50 million
    • Board approved quarterly cash dividend of $0.25 per share payable on December 5, 2024 to shareholders of record as of November 6, 2024
    • Deployment of Victus™ Managed Pressure Drilling (MPD) systems in the first two deep geothermal exploration wells that have been drilled for a major operator in the Middle East
    • Aramco awarded Weatherford a three-year Corporate Procurement Agreement (CPA) including Cementation Products, Completions, Liner Hangers, and Whipstocks, as well as associated service agreements, to enhance its operational efficiency and strategic goals
    • Hosted 20th annual FWRD conference focused on digitalization and next-generation life-of-well solutions to boost efficiency, sustainability, and performance

    *Non-GAAP – refer to the section titled Non-GAAP Financial Measures Defined and GAAP to Non-GAAP Financial Measures Reconciled

    HOUSTON, Oct. 22, 2024 (GLOBE NEWSWIRE) — Weatherford International plc (NASDAQ: WFRD) (“Weatherford” or the “Company”) announced today its results for the third quarter of 2024.

    Revenues for the third quarter of 2024 were $1,409 million, an increase of 0.3% sequentially and an increase of 7% year-over-year. Operating income was $243 million in the third quarter of 2024, compared to $264 million in the second quarter of 2024 and $218 million in the third quarter of 2023. Net income in the third quarter of 2024 was $157 million, with an 11.1% margin, an increase of 26% or 225 basis points sequentially, and an increase of 28% or 177 basis points year-over-year. Adjusted EBITDA* was $355 million, a 25.2% margin, a decrease of 3% or 78 basis points sequentially, and an increase of 16% or 197 basis points year-over-year. Basic income per share in the third quarter of 2024 was $2.14 compared to $1.71 in the second quarter of 2024 and $1.70 in the third quarter of 2023. Diluted income per share in the third quarter of 2024 was $2.06 compared to $1.66 in the second quarter of 2024 and $1.66 in the third quarter of 2023.

    Third quarter 2024 cash flows provided by operating activities were $262 million, compared to $150 million in the second quarter of 2024 and $172 million in the third quarter of 2023. Adjusted free cash flow* was $184 million, an increase of $88 million sequentially and $47 million year-over-year. Capital expenditures were $78 million in the third quarter of 2024, compared to $62 million in the second quarter of 2024 and $42 million in the third quarter of 2023.

    Girish Saligram, President and Chief Executive Officer, commented, “I want to thank the Weatherford team for once again delivering strong margins and adjusted free cash flow despite a volatile macro environment and short cycle activity reductions. The margin performance underscores our ability to deliver strong returns in a softer market environment. Despite continued North America weakness, customer scheduling delays in Latin America and a reduced activity outlook in certain other geographies, we still expect strong revenue growth and adjusted EBITDA margins of greater than 25% for the full year.

    In the third quarter, Weatherford acquired Datagration, enhancing our position with one of the industry’s most advanced digital offerings for production and asset optimization. The acquisition demonstrates our commitment to driving innovation across our technology portfolio and accelerating our growth in the digital transformation of the energy industry. Following our announcement in the third quarter regarding Weatherford’s first-ever shareholder return program, we paid our first quarterly dividend of $0.25 per share on September 12, 2024, to shareholders on record as of August 13, 2024, and as of September 30, 2024, we have bought back $50 million of ordinary shares.

    While the macroeconomic environment is volatile and there is heightened risk of geopolitical events creating sector challenges, Weatherford remains focused on fulfillment initiatives, acquisition integrations, and technology commercialization, which should drive further financial performance.”

    *Non-GAAP – refer to the section titled Non-GAAP Financial Measures Defined and GAAP to Non-GAAP Financial Measures Reconciled

    Operational Highlights

    • Aramco awarded Weatherford a three-year CPA, including Cementation Products, Completions, Liner Hangers, and Whipstocks, as well as associated service agreements, to enhance its operational efficiency and strategic goals.
    • A major operator in the Gulf of Mexico awarded Weatherford a three-year services contract to deliver Plug & Abandonment activities utilizing our Heavy Duty Pulling & Jacking Unit and multiple service lines.
    • A National Oil Company (NOC) in the Middle East awarded Weatherford a three-year contract for Drilling Services in unconventional resources fields.
    • PTTEP awarded Weatherford a multi-year contract for Wireline services in Thailand.
    • An NOC in the Middle East awarded Weatherford a two-year contract for Liner Hanger and associated services for deep drilling.
    • A major operator awarded Weatherford a three-year contract to provide MPD services in the Middle East, marking the first time it will utilize this technology.
    • An NOC in the Middle East awarded Weatherford a three-year contract for Fishing and Milling services.
    • An NOC awarded Weatherford a five-year contract extension for the supply of Downhole Completion Equipment for deployment in the Middle East.
    • Shell awarded Weatherford a three-year contract for Dual Stage Cementing technology to be deployed in onshore Australia.
    • Kuwait Energy awarded Weatherford a two-year contract for Cased Hole Wireline Services in onshore Iraq.
    • bp awarded Weatherford a two-year contract for multilateral installations and associated services for offshore operations in Azerbaijan.
    • JVGAS in Algeria awarded Weatherford a three-year contract for velocity string accessories and associated services and awarded a two-year contract for the supply of Fishing and Casing exiting.

    Technology Highlights

    • Drilling & Evaluation (“DRE”)
      • An NOC deployed Weatherford MPD solutions in its first two deep geothermal exploration wells in the Middle East. This innovative use of MPD technology mitigates risks from elevated geothermal gradients during exploration drilling.
      • Weatherford celebrates 25 years of Compact Memory Logging technology, with over 10,000 deployments, consistently delivering value and reliability to our customers.
    • Well Construction and Completions (“WCC”)
      • In Norway, Weatherford successfully integrated the Vero™ system into an offshore rig control system, enabling further efficiency while maintaining well integrity. This integration allows existing rig crews to operate the Vero system autonomously.
      • Perenco deployed Weatherford’s digital ForeSite® Sense optical monitoring system to oversee injectivity testing performance for the Poseidon carbon capture and storage project, the UK’s first well to inject CO2 underground.
      • Weatherford launched its new Remote-Opening Barrier Valve that decreases risk and time associated with conventional well barriers.
    • Production and Intervention (“PRI”)
      • The acquisition of Datagration Solutions Inc. added the PetroVisor and EcoVisor platforms to Weatherford’s Digital Solutions portfolio, enhancing the integration of customer data with ForeSite and Cygnet® for improved real-time analysis and decision-making.
      • Weatherford deployed its AlphaV system for a major operator in Norway in a complex application that significantly reduced time by eliminating wellbore preparation.

    Shareholder Return

    During the third quarter of 2024, Weatherford repurchased shares for approximately $50 million and paid dividends of $18 million, resulting in total shareholder returns of $68 million.

    On October 17, 2024, our Board declared a cash dividend of $0.25 per share of the Company’s ordinary shares, payable on December 5, 2024, to shareholders of record as of November 6, 2024.

    Results by Reportable Segment

    Drilling and Evaluation (“DRE”)

        Three Months Ended   Variance
    ($ in Millions)   September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      Seq.   YoY
    Revenue   $ 435     $ 427     $ 388     2  %   12  %
    Segment Adjusted EBITDA   $ 111     $ 130     $ 111     (15 )%    %
    Segment Adj EBITDA Margin     25.5 %     30.4 %     28.6 %   (493 )bps   (309 )bps
     

    Third quarter 2024 DRE revenue of $435 million increased by $8 million, or 2% sequentially, primarily from higher Drilling-related Services activity partly offset by lower MPD asset sales and lower international Wireline activity. Year-over-year DRE revenues increased by $47 million, or 12%, primarily from higher Wireline activity and Drilling-related Services activity in Middle East/North Africa/Asia.

    Third quarter 2024 DRE segment adjusted EBITDA of $111 million decreased by $19 million, or 15% sequentially, primarily driven by lower MPD asset sales and lower international Wireline activity partly offset by higher fall-through in Drilling-related Services. Year-over-year DRE segment adjusted EBITDA remained flat as higher Drilling-related services were offset by lower margin fall through in MPD and Wireline.

    Well Construction and Completions (“WCC”)

        Three Months Ended   Variance
    ($ in Millions)   September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      Seq.   YoY
    Revenue   $ 509     $ 504     $ 459     1 %   11 %
    Segment Adjusted EBITDA   $ 151     $ 145     $ 119     4 %   27 %
    Segment Adj EBITDA Margin     29.7 %     28.8 %     25.9 %   90 bps   374 bps
     

    Third quarter 2024 WCC revenue of $509 million increased by $5 million, or 1% sequentially, primarily due to higher international Well Services and Liner Hangers activity partly offset by lower Cementation Products in North America and Middle East/North Africa/Asia. Year-over-year WCC revenues increased by $50 million, or 11%, primarily due to higher international Completions and Liner Hangers activity, partly offset by a decrease in activity in North America.

    Third quarter 2024 WCC segment adjusted EBITDA of $151 million increased by $6 million, or 4% sequentially, primarily due to higher international Well Services and Liner Hangers activity and product and service mix partly offset by lower Tubular Running Services activity. Year-over-year WCC segment adjusted EBITDA increased by $32 million, or 27%, primarily due to higher activity and fall-through in Tubular Running Services, Completions and Well Services.

    Production and Intervention (“PRI”)

        Three Months Ended   Variance
    ($ in Millions)   September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      Seq.   YoY
    Revenue   $ 371     $ 369     $ 371     1  %    %
    Segment Adjusted EBITDA   $ 83     $ 85     $ 86     (2 )%   (3 )%
    Segment Adj EBITDA Margin     22.4 %     23.0 %     23.2 %   (66 )bps   (81 )bps
     

    Third quarter 2024 PRI revenue of $371 million increased by $2 million, or 1% sequentially, mainly due to increased Digital Solutions and Pressure Pumping activity partly offset by lower Subsea Intervention activity in Latin America. Year-over-year PRI revenue was flat, as higher international Intervention Services & Drilling Tools activity was offset by a decline in Pressure Pumping activity.

    Third quarter 2024 PRI segment adjusted EBITDA of $83 million, decreased by $2 million, or 2% sequentially, primarily from lower Artificial Lift product mix and lower Subsea Intervention fall-through. Year-over-year PRI segment adjusted EBITDA decreased by $3 million, or 3% year-over-year, primarily due to lower Pressure Pumping activity.

    Revenue by Geography

        Three Months Ended   Variance
    ($ in Millions)   September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      Seq.   YoY
    North America   $ 266   $ 252   $ 269   6 %   (1 )%
                         
    International   $ 1,143   $ 1,153   $ 1,044   (1 )%   9  %
    Latin America     358     353     357   1  %    %
    Middle East/North Africa/Asia     542     542     471    %   15  %
    Europe/Sub-Sahara Africa/Russia     243     258     216   (6 )%   13  %
    Total Revenue   $ 1,409   $ 1,405   $ 1,313   0.3  %   7  %


    North America

    Third quarter 2024 North America revenue of $266 million increased by $14 million, or 6% sequentially, primarily due to activity increase in Canada due to favorable seasonality and activity increase offshore in the Gulf of Mexico. Year-over-year, North America decreased by $3 million, or 1%, primarily from lower Tubular Running Services and Cementation Products activity offshore in the Gulf of Mexico, partly offset by an increase in Wireline activity.

    International

    Third quarter 2024 international revenue of $1,143 million decreased 1% sequentially and increased 9% year-over-year.

    Third quarter 2024 Latin America revenue of $358 million increased by $5 million, or 1% sequentially, primarily due to higher Well Services in Brazil and Drilling-related Services in Mexico. Year-over-year, Latin America revenue increased by $1 million.

    Third quarter 2024 Middle East/North Africa/Asia revenue of $542 million was flat sequentially, mainly due to increased activity in United Arab Emirates partly offset by a decrease in Integrated Services & Projects activity in Oman and a decrease of activity in Kuwait. Year-over-year, the Middle East/North Africa/Asia revenue increased by $71 million, or 15%, due to an increase in activity across all product lines within the DRE and WCC segments, primarily in United Arab Emirates, Saudi Arabia, Asia and Kuwait.

    Third quarter 2024 Europe/Sub-Sahara Africa/Russia revenue of $243 million decreased by $15 million or 6% sequentially, mainly driven by lower MPD asset sales. Year-over-year Europe/Sub-Sahara Africa/Russia revenue increased by $27 million, or 13%, due to increased activity across all segments.

    About Weatherford
    Weatherford delivers innovative energy services that integrate proven technologies with advanced digitalization to create sustainable offerings for maximized value and return on investment. Our world-class experts partner with customers to optimize their resources and realize the full potential of their assets. Operators choose us for strategic solutions that add efficiency, flexibility, and responsibility to any energy operation. The Company conducts business in approximately 75 countries and has approximately 19,000 team members representing more than 110 nationalities and 330 operating locations. Visit weatherford.com for more information and connect with us on social media.

    Conference Call Details

    Weatherford will host a conference call on Wednesday, October 23, 2024, to discuss the Company’s results for the third quarter ended September 30, 2024. The conference call will begin at 8:30 a.m. Eastern Time (7:30 a.m. Central Time).

    Listeners are encouraged to download the accompanying presentation slides which will be available in the investor relations section of the Company’s website.

    Listeners can participate in the conference call via a live webcast at https://www.weatherford.com/investor-relations/investor-news-and-events/events/ or by dialing +1 877-328-5344 (within the U.S.) or +1 412-902-6762 (outside of the U.S.) and asking for the Weatherford conference call. Participants should log in or dial in approximately 10 minutes prior to the start of the call.

    A telephonic replay of the conference call will be available until November 6, 2024, at 5:00 p.m. Eastern Time. To access the replay, please dial +1 877-344-7529 (within the U.S.) or +1 412-317-0088 (outside of the U.S.) and reference conference number 6410466. A replay and transcript of the earnings call will also be available in the investor relations section of the Company’s website.

    Contacts

    For Investors:
    Luke Lemoine
    Senior Vice President, Corporate Development and Investor Relations
    +1 713-836-7777
    investor.relations@weatherford.com

    For Media:
    Kelley Hughes
    Senior Director, Communications & Employee Engagement
    +1 713-836-4193
    media@weatherford.com

    Forward-Looking Statements

    This news release contains projections and forward-looking statements concerning, among other things, the Company’s quarterly and full-year revenues, adjusted EBITDA*, adjusted EBITDA margin*, adjusted free cash flow*, net leverage*, shareholder return program, forecasts or expectations regarding business outlook, prospects for its operations, capital expenditures, expectations regarding future financial results, and are also generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “outlook,” “budget,” “intend,” “strategy,” “plan,” “guidance,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are based upon the current beliefs of Weatherford’s management and are subject to significant risks, assumptions, and uncertainties. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in our forward-looking statements. Readers are cautioned that forward-looking statements are only predictions and may differ materially from actual future events or results, based on factors including but not limited to: global political disturbances, war, terrorist attacks, changes in global trade policies, weak local economic conditions and international currency fluctuations; general global economic repercussions related to U.S. and global inflationary pressures and potential recessionary concerns; various effects from conflicts in the Middle East and the Russia Ukraine conflict, including, but not limited to, nationalization of assets, extended business interruptions, sanctions, treaties and regulations imposed by various countries, associated operational and logistical challenges, and impacts to the overall global energy supply; cybersecurity issues; our ability to comply with, and respond to, climate change, environmental, social and governance and other sustainability initiatives and future legislative and regulatory measures both globally and in specific geographic regions; the potential for a resurgence of a pandemic in a given geographic area and related disruptions to our business, employees, customers, suppliers and other partners; the price and price volatility of, and demand for, oil and natural gas; the macroeconomic outlook for the oil and gas industry; our ability to generate cash flow from operations to fund our operations; our ability to effectively and timely adapt our technology portfolio, products and services to address and participate in changes to the market demands for the transition to alternate sources of energy such as geothermal, carbon capture and responsible abandonment, including our digitalization efforts; our ability to return capital to shareholders, including those related to the timing and amounts (including any plans or commitments in respect thereof) of any dividends and share repurchases; and the realization of additional cost savings and operational efficiencies.

    These risks and uncertainties are more fully described in Weatherford’s reports and registration statements filed with the Securities and Exchange Commission (the “SEC”), including the risk factors described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Accordingly, you should not place undue reliance on any of the Company’s forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law, and we caution you not to rely on them unduly.

    *Non-GAAP – refer to the section titled Non-GAAP Financial Measures Defined and GAAP to Non-GAAP Financial Measures Reconciled

     
    Weatherford International plc
    Selected Statements of Operations (Unaudited)
                         
        Three Months Ended   Nine Months Ended
    ($ in Millions, Except Per Share Amounts)   September
    30, 2024
      June
    30, 2024
      September
    30, 2023
      September
    30, 2024
      September
    30, 2023
    Revenues:                    
    DRE Revenues   $ 435     $ 427     $ 388     $ 1,284     $ 1,154  
    WCC Revenues     509       504       459       1,471       1,320  
    PRI Revenues     371       369       371       1,088       1,086  
    All Other     94       105       95       329       213  
    Total Revenues     1,409       1,405       1,313       4,172       3,773  
                         
    Operating Income:                    
    DRE Segment Adjusted EBITDA[1]   $ 111     $ 130     $ 111     $ 371     $ 325  
    WCC Segment Adjusted EBITDA[1]     151       145       119       416       324  
    PRI Segment Adjusted EBITDA[1]     83       85       86       241       235  
    All Other[2]     23       23       7       73       25  
    Corporate[2]     (13 )     (18 )     (18 )     (45 )     (44 )
    Depreciation and Amortization     (89 )     (86 )     (83 )     (260 )     (244 )
    Share-based Compensation     (10 )     (12 )     (9 )     (35 )     (26 )
    Other (Charges) Credits     (13 )     (3 )     5       (21 )     9  
    Operating Income     243       264       218       740       604  
                         
    Other Expense:                    
    Interest Expense, Net of Interest Income of $13, $17, $15, $44 and $47     (24 )     (24 )     (30 )     (77 )     (92 )
    Loss on Blue Chip Swap Securities           (10 )           (10 )     (57 )
    Other Expense, Net     (41 )     (20 )     (24 )     (83 )   (98 )
    Income Before Income Taxes     178       210       164       570       357  
    Income Tax Provision     (12 )     (73 )     (33 )     (144 )     (55 )
    Net Income     166       137       131       426       302  
    Net Income Attributable to Noncontrolling Interests     9       12       8       32       25  
    Net Income Attributable to Weatherford   $ 157     $ 125     $ 123     $ 394     $ 277  
                         
    Basic Income Per Share   $ 2.14     $ 1.71     $ 1.70     $ 5.39     $ 3.85  
    Basic Weighted Average Shares Outstanding     73.2       73.2       72.1       73.1       71.9  
                         
    Diluted Income Per Share[3]   $ 2.06     $ 1.66     $ 1.66     $ 5.25     $ 3.76  
    Diluted Weighted Average Shares Outstanding     75.2       75.3       73.7       75.0       73.6  
     
    [1]  Segment adjusted EBITDA is our primary measure of segment profitability under U.S. GAAP ASC 280 “Segment Reporting” and represents segment earnings before interest, taxes, depreciation, amortization, share-based compensation expense and other adjustments. Research and development expenses are included in segment adjusted EBITDA.
    [2] All Other results were from non-core business activities related to all other segments (profit and loss) and Corporate includes overhead support and centrally managed or shared facility costs. All Other and Corporate do not individually meet the criteria for segment reporting.
    [3] Included the maximum potentially dilutive shares contingently issuable for an acquisition consideration during the three months ended September 30, 2024, the value of which was adjusted out of Net Income Attributable to Weatherford in calculating diluted income per share.
       
     
    Weatherford International plc
    Selected Balance Sheet Data (Unaudited)
           
    ($ in Millions) September 30, 2024   December 31, 2023
    Assets:      
    Cash and Cash Equivalents $ 920   $ 958
    Restricted Cash   58     105
    Accounts Receivable, Net   1,231     1,216
    Inventories, Net   919     788
    Property, Plant and Equipment, Net   1,050     957
    Intangibles, Net   356     370
           
    Liabilities:      
    Accounts Payable   723     679
    Accrued Salaries and Benefits   328     387
    Current Portion of Long-term Debt   21     168
    Long-term Debt   1,627     1,715
           
    Shareholders’ Equity:      
    Total Shareholders’ Equity   1,356     922
     
    Weatherford International plc
    Selected Cash Flows Information (Unaudited)
     
      Three Months Ended   Nine Months Ended
    ($ in Millions)   September
    30, 2024
        June
    30, 2024
        September
    30, 2023
        September
    30, 2024
        September
    30, 2023
     
    Cash Flows From Operating Activities:                              
    Net Income   $ 166     $ 137     $ 131     $ 426     $ 302  
    Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities:                              
    Depreciation and Amortization   89     86     83     260     244  
    Foreign Exchange Losses   35     8     15     58     73  
    Loss on Blue Chip Swap Securities       10         10     57  
    Gain on Disposition of Assets   (1 )   (25 )   (4 )   (33 )   (11 )
    Deferred Income Tax Provision (Benefit)   (19 )   13     (14 )   8     (67 )
    Share-Based Compensation   10     12     9     35     26  
    Changes in Accounts Receivable, Inventory, Accounts Payable and Accrued Salaries and Benefits   30     (22 )   (73 )   (144 )   (235 )
    Other Changes, Net   (48 )   (69 )   25     (77 )   68  
    Net Cash Provided By Operating Activities   262     150     172     543     457  
                                   
    Cash Flows From Investing Activities:                              
    Capital Expenditures for Property, Plant and Equipment   (78 )   (62 )   (42 )   (199 )   (142 )
    Proceeds from Disposition of Assets       8     7     18     21  
    Purchases of Blue Chip Swap Securities       (50 )       (50 )   (110 )
    Proceeds from Sales of Blue Chip Swap Securities       40         40     53  
    Business Acquisitions, Net of Cash Acquired   (15 )           (51 )   (4 )
    Proceeds from Sale of Investments               41     33  
    Other Investing Activities   1     3     (1 )   (6 )   (9 )
    Net Cash Used In Investing Activities   (92 )   (61 )   (36 )   (207 )   (158 )
                                   
    Cash Flows From Financing Activities:                              
    Repayments of Long-term Debt   (5 )   (87 )   (76 )   (264 )   (306 )
    Distributions to Noncontrolling Interests   (10 )   (9 )   (15 )   (19 )   (21 )
    Tax Remittance on Equity Awards Vested       (1 )       (9 )   (54 )
    Share Repurchases   (50 )           (50 )    
    Dividends Paid   (18 )           (18 )    
    Other Financing Activities   (6 )   (5 )       (18 )   (7 )
    Net Cash Used In Financing Activities   $ (89 )   $ (102 )   $ (91 )   $ (378 )   $ (388 )
    Weatherford International plc
    Non-GAAP Financial Measures Defined (Unaudited)

    We report our financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, Weatherford’s management believes that certain non-GAAP financial measures (as defined under the SEC’s Regulation G and Item 10(e) of Regulation S-K) may provide users of this financial information additional meaningful comparisons between current results and results of prior periods and comparisons with peer companies. The non-GAAP amounts shown in the following tables should not be considered as substitutes for results reported in accordance with GAAP but should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Adjusted EBITDA* – Adjusted EBITDA* is a non-GAAP measure and represents consolidated income before interest expense, net, income taxes, depreciation and amortization expense, and excludes, among other items, restructuring charges, share-based compensation expense, as well as other charges and credits. Management believes adjusted EBITDA* is useful to assess and understand normalized operating performance and trends. Adjusted EBITDA* should be considered in addition to, but not as a substitute for consolidated net income and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Adjusted EBITDA margin* – Adjusted EBITDA margin* is a non-GAAP measure which is calculated by dividing consolidated adjusted EBITDA* by consolidated revenues. Management believes adjusted EBITDA margin* is useful to assess and understand normalized operating performance and trends. Adjusted EBITDA margin* should be considered in addition to, but not as a substitute for consolidated net income margin and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Adjusted Free Cash Flow* – Adjusted Free Cash Flow* is a non-GAAP measure and represents cash flows provided by (used in) operating activities, less capital expenditures plus proceeds from the disposition of assets. Management believes adjusted free cash flow* is useful to understand our performance at generating cash and demonstrates our discipline around the use of cash. Adjusted free cash flow* should be considered in addition to, but not as a substitute for cash flows provided by operating activities and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Net Debt* – Net Debt* is a non-GAAP measure that is calculated taking short and long-term debt less cash and cash equivalents and restricted cash. Management believes the net debt* is useful to assess the level of debt in excess of cash and cash and equivalents as we monitor our ability to repay and service our debt. Net debt* should be considered in addition to, but not as a substitute for overall debt and total cash and should be viewed in addition to the Company’s results prepared in accordance with GAAP.​

    Net Leverage* – Net Leverage* is a non-GAAP measure which is calculated by dividing by taking net debt* divided by adjusted EBITDA* for the trailing 12 months. Management believes the net leverage* is useful to understand our ability to repay and service our debt. Net leverage* should be considered in addition to, but not as a substitute for the individual components of above defined net debt* divided by consolidated net income attributable to Weatherford and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    *Non-GAAP – as defined above and reconciled to the GAAP measures in the section titled GAAP to Non-GAAP Financial Measures Reconciled

     
    Weatherford International plc
    GAAP to Non-GAAP Financial Measures Reconciled (Unaudited)
     
                         
        Three Months Ended   Nine Months Ended
    ($ in Millions, Except Margin in Percentages)   September
    30, 2024
      June
    30, 2024
      September
    30, 2023
      September
    30, 2024
      September
    30, 2023
    Revenues   $ 1,409     $ 1,405     $ 1,313     $ 4,172     $ 3,773  
    Net Income Attributable to Weatherford   $ 157     $ 125     $ 123     $ 394     $ 277  
    Net Income Margin     11.1 %     8.9 %     9.4 %     9.4 %     7.3 %
    Adjusted EBITDA*   $ 355     $ 365     $ 305     $ 1,056     $ 865  
    Adjusted EBITDA Margin*     25.2 %     26.0 %     23.2 %     25.3 %     22.9 %
                         
    Net Income Attributable to Weatherford   $ 157     $ 125     $ 123     $ 394     $ 277  
    Net Income Attributable to Noncontrolling Interests     9       12       8       32       25  
    Income Tax Provision     12       73       33       144       55  
    Interest Expense, Net of Interest Income of $13, $17, $15, $44 and $47     24       24       30       77       92  
    Loss on Blue Chip Swap Securities           10             10       57  
    Other Expense, Net     41       20       24       83       98  
    Operating Income     243       264       218       740       604  
    Depreciation and Amortization     89       86       83       260       244  
    Other Charges (Credits)[1]     13       3       (5 )     21       (9 )
    Share-Based Compensation     10       12       9       35       26  
    Adjusted EBITDA*   $ 355     $ 365     $ 305     $ 1,056     $ 865  
                         
    Net Cash Provided By Operating Activities   $ 262     $ 150     $ 172     $ 543     $ 457  
    Capital Expenditures for Property, Plant and Equipment     (78 )     (62 )     (42 )     (199 )     (142 )
    Proceeds from Disposition of Assets           8       7       18       21  
    Adjusted Free Cash Flow*   $ 184     $ 96     $ 137     $ 362     $ 336  
    [1]  Other charges (credits) in the three and nine months ended September 30, 2024, primarily includes fees to third-party financial institutions to facilitate loans between those financial institutions and our largest customer in Mexico, who in turn paid certain of our outstanding receivables.

    *Non-GAAP – as reconciled to the GAAP measures above and defined in the section titled Non-GAAP Financial Measures Defined

     
    Weatherford International plc
    GAAP to Non-GAAP Financial Measures Reconciled Continued (Unaudited)
     
                   
         
    ($ in Millions)   September
    30, 2024
      June
    30, 2024
      September
    30, 2023
     
    Current Portion of Long-term Debt   $ 21   $ 20   $ 91  
    Long-term Debt     1,627     1,628     1,864  
    Total Debt   $ 1,648   $ 1,648   $ 1,955  
                   
    Cash and Cash Equivalents   $ 920   $ 862   $ 839  
    Restricted Cash     58     58     107  
    Total Cash   $ 978   $ 920   $ 946  
                   
    Components of Net Debt              
    Current Portion of Long-term Debt   $ 21   $ 20   $ 91  
    Long-term Debt     1,627     1,628     1,864  
    Less: Cash and Cash Equivalents     920     862     839  
    Less: Restricted Cash     58     58     107  
    Net Debt*   $ 670   $ 728   $ 1,009  
                   
    Net Income for trailing 12 months   $ 534   $ 500   $ 359  
    Adjusted EBITDA* for trailing 12 months   $ 1,377   $ 1,327   $ 1,131  
                   
    Net Leverage* (Net Debt*/Adjusted EBITDA*)     0.5 x   0.5 x   0.9 x
     

    *Non-GAAP – as reconciled to the GAAP measures above and defined in the section titled Non-GAAP Financial Measures Defined

    The MIL Network

  • MIL-OSI: Renasant Corporation Announces Earnings for the Third Quarter of 2024, Receipt of Shareholder Approval of the Merger With the First Bancshares, Inc.

    Source: GlobeNewswire (MIL-OSI)

    TUPELO, Miss., Oct. 22, 2024 (GLOBE NEWSWIRE) — Renasant Corporation (NYSE: RNST) (the “Company”) today announced earnings results for the third quarter of 2024.

    (Dollars in thousands, except earnings per share) Three Months Ended   Nine Months Ended
      Sep 30, 2024 Jun 30, 2024 Sep 30, 2023   Sep 30, 2024 Sep 30, 2023
    Net income and earnings per share:            
    Net income $ 72,455 $ 38,846 $ 41,833   $ 150,710 $ 116,554  
    After-tax gain on sale of insurance agency   38,951         38,951    
    After-tax loss on sale of securities (including impairments)             (17,859 )
    Basic EPS   1.18   0.69   0.75     2.60   2.08  
    Diluted EPS   1.18   0.69   0.74     2.59   2.07  
    Adjusted diluted EPS (Non-GAAP)(1)   0.70   0.69   0.74     2.03   2.38  
    Impact to diluted EPS from after-tax gain on sale of insurance agency   0.63         0.67    
    Impact to diluted EPS from after-tax loss on sale of securities (including impairments)             (0.31 )

    “The financial results for the quarter reflect solid performance and balance sheet strength,” remarked C. Mitchell Waycaster, Chief Executive Officer of the Company. “We were pleased to receive shareholder approval today and look forward to completing our merger with The First in the first half of 2025, pending all required regulatory approvals and satisfaction of all other conditions.”

    Quarterly Highlights

    Merger Agreement with The First Bancshares, Inc. and Other Transactions

    • On July 29, 2024, the Company announced its merger with The First Bancshares, Inc. (“The First”). Today, the shareholders of both Renasant and The First approved the merger and the related issuance of shares of Renasant common stock to the shareholders of The First
    • On July 31, 2024, Renasant completed its public offering of an aggregate of 7,187,500 shares of its common stock at a price of $32.00 per share. The net proceeds of the offering after deducting underwriting discounts and other offering expenses were approximately $217.0 million
    • Effective July 1, 2024, Renasant sold the assets of its insurance agency for cash proceeds of $56.4 million, recognizing a positive after-tax impact to earnings of $34.1 million, which is net of transaction expenses

    Earnings

    • Net income for the third quarter of 2024 was $72.5 million; diluted EPS and adjusted diluted EPS (non-GAAP)(1) were $1.18 and $0.70, respectively
    • Net interest income (fully tax equivalent) for the third quarter of 2024 was $133.6 million, up $6.0 million on a linked quarter basis
    • For the third quarter of 2024, net interest margin was 3.36%, up 5 basis points on a linked quarter basis
    • Cost of total deposits was 2.51% for the third quarter of 2024, up 4 basis points on a linked quarter basis
    • Noninterest income increased $50.5 million on a linked quarter basis primarily due to the $53.3 million pre-tax gain on the insurance agency sale, offset by the loss of insurance commissions as a result of the sale
    • Mortgage banking income decreased $1.3 million on a linked quarter basis. The mortgage division generated $543.6 million in interest rate lock volume in the third quarter of 2024, a decrease of $16.7 million on a linked quarter basis. Gain on sale margin was 1.56% for the third quarter of 2024, down 13 basis points on a linked quarter basis
    • Noninterest expense increased $10.0 million on a linked quarter basis. Merger and conversion expenses of $11.3 million for the third quarter of 2024 related to both the announced merger with The First and the insurance agency sale contributed to the increase

    Balance Sheet

    • Loans increased $22.9 million on a linked quarter basis, representing 0.7% annualized net loan growth
    • Securities decreased $9.0 million on a linked quarter basis. Cash flows related to principal payments reduced securities by $43.4 million which was offset by a positive fair market value adjustment in our available-for-sale portfolio of $34.4 million
    • Deposits at September 30, 2024 increased $254.5 million on a linked quarter basis. Brokered deposits decreased $31.8 million on a linked quarter basis to $126.8 million at September 30, 2024. Noninterest bearing deposits decreased $9.7 million on a linked quarter basis and represented 24.3% of total deposits at September 30, 2024

    Capital and Stock Repurchase Program

    • Book value per share and tangible book value per share (non-GAAP)(1) increased 0.1% and 8.9%, respectively, on a linked quarter basis
    • Effective October 22, 2024, the Company’s Board of Directors approved a $100.0 million stock repurchase program under which the Company is authorized to repurchase outstanding shares of its common stock either in open market purchases or privately-negotiated transactions. This plan replaces the Company’s $100.0 million stock repurchase program that expired in October 2024. There was no buyback activity during the third quarter of 2024

    Credit Quality

    • The Company recorded a provision for credit losses of $0.9 million for the third quarter of 2024, compared to $3.3 million for the second quarter of 2024
    • The ratio of allowance for credit losses on loans to total loans was 1.59% at September 30, 2024, unchanged on a linked quarter basis
    • The coverage ratio, or the allowance for credit losses on loans to nonperforming loans, was 168.07% at September 30, 2024, compared to 203.88% at June 30, 2024
    • Net loan charge-offs for the third quarter of 2024 were $0.7 million, or 0.02% of average loans on an annualized basis
    • Nonperforming loans to total loans increased to 0.94% at September 30, 2024 compared to 0.78% at June 30, 2024, and criticized loans (which include classified and Special Mention loans) to total loans increased to 3.02% at September 30, 2024, compared to 2.62% at June 30, 2024

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

    Income Statement

    (Dollars in thousands, except per share data) Three Months Ended   Nine Months Ended
      Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023   Sep 30, 2024 Sep 30, 2023
    Interest income                
    Loans held for investment $ 202,655   $ 198,397   $ 192,390   $ 188,535 $ 181,129     $ 593,442   $ 516,114  
    Loans held for sale   4,212     3,530     2,308     3,329   3,751       10,050     8,478  
    Securities   10,304     10,410     10,700     10,728   10,669       31,414     39,760  
    Other   11,872     7,874     7,781     7,839   10,128       27,527     22,536  
    Total interest income   229,043     220,211     213,179     210,431   205,677       662,433     586,888  
    Interest expense                
    Deposits   90,787     87,621     82,613     77,168   70,906       261,021     155,163  
    Borrowings   7,258     7,564     7,276     7,310   7,388       22,098     38,351  
    Total interest expense   98,045     95,185     89,889     84,478   78,294       283,119     193,514  
    Net interest income   130,998     125,026     123,290     125,953   127,383       379,314     393,374  
    Provision for credit losses                
    Provision for loan losses   1,210     4,300     2,638     2,518   5,315       8,148     16,275  
    Recovery of unfunded commitments   (275 )   (1,000 )   (200 )     (700 )     (1,475 )   (3,200 )
    Total provision for credit losses   935     3,300     2,438     2,518   4,615       6,673     13,075  
    Net interest income after provision for credit losses   130,063     121,726     120,852     123,435   122,768       372,641     380,299  
    Noninterest income   89,299     38,762     41,381     20,356   38,200       169,442     92,719  
    Noninterest expense   121,983     111,976     112,912     111,880   108,369       346,871     327,742  
    Income before income taxes   97,379     48,512     49,321     31,911   52,599       195,212     145,276  
    Income taxes   24,924     9,666     9,912     3,787   10,766       44,502     28,722  
    Net income $ 72,455   $ 38,846   $ 39,409   $ 28,124 $ 41,833     $ 150,710   $ 116,554  
                     
    Adjusted net income (non-GAAP)(1) $ 42,960   $ 38,846   $ 36,572   $ 42,887 $ 41,833     $ 118,588   $ 134,413  
    Adjusted pre-provision net revenue (“PPNR”) (non-GAAP)(1) $ 56,238   $ 51,812   $ 48,231   $ 52,614 $ 57,214     $ 156,281   $ 180,789  
                     
    Basic earnings per share $ 1.18   $ 0.69   $ 0.70   $ 0.50 $ 0.75     $ 2.60   $ 2.08  
    Diluted earnings per share   1.18     0.69     0.70     0.50   0.74       2.59     2.07  
    Adjusted diluted earnings per share (non-GAAP)(1)   0.70     0.69     0.65     0.76   0.74       2.03     2.38  
    Average basic shares outstanding   61,217,094     56,342,909     56,208,348     56,141,628   56,138,618       57,934,806     56,085,556  
    Average diluted shares outstanding   61,632,448     56,684,626     56,531,078     56,611,217   56,523,887       58,297,554     56,393,957  
    Cash dividends per common share $ 0.22   $ 0.22   $ 0.22   $ 0.22 $ 0.22     $ 0.66   $ 0.66  

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


    Performance Ratios

      Three Months Ended   Nine Months Ended
      Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023   Sep 30, 2024 Sep 30, 2023
    Return on average assets 1.63 % 0.90 % 0.92 % 0.65 % 0.96 %   1.16 % 0.90 %
    Adjusted return on average assets (non-GAAP)(1) 0.97   0.90   0.86   0.99   0.96     0.91   1.04  
    Return on average tangible assets (non-GAAP)(1) 1.75   0.98   1.00   0.71   1.05     1.25   0.99  
    Adjusted return on average tangible assets (non-GAAP)(1) 1.05   0.98   0.93   1.08   1.05     0.99   1.13  
    Return on average equity 11.29   6.68   6.85   4.93   7.44     8.38   7.04  
    Adjusted return on average equity (non-GAAP)(1) 6.69   6.68   6.36   7.53   7.44     6.59   8.12  
    Return on average tangible equity (non-GAAP)(1) 18.83   12.04   12.45   9.26   13.95     14.69   13.35  
    Adjusted return on average tangible equity (non-GAAP)(1) 11.26   12.04   11.58   13.94   13.95     11.61   15.35  
    Efficiency ratio (fully taxable equivalent) 54.73   67.31   67.52   75.11   64.38     62.33   66.28  
    Adjusted efficiency ratio (non-GAAP)(1) 64.62   66.60   68.23   66.18   63.60     66.46   62.61  
    Dividend payout ratio 18.64   31.88   31.43   44.00   29.33     25.38   31.73  


    Capital and Balance Sheet Ratios

      As of
      Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023
    Shares outstanding   63,564,028     56,367,924     56,304,860     56,142,207     56,140,713  
    Market value per share $ 32.50   $ 30.54   $ 31.32   $ 33.68   $ 26.19  
    Book value per share   41.82     41.77     41.25     40.92     39.78  
    Tangible book value per share (non-GAAP)(1)   26.02     23.89     23.32     22.92     21.76  
    Shareholders’ equity to assets   14.80 %   13.45 %   13.39 %   13.23 %   13.00 %
    Tangible common equity ratio (non-GAAP)(1)   9.76     8.16     8.04     7.87     7.55  
    Leverage ratio   11.32     9.81     9.75     9.62     9.48  
    Common equity tier 1 capital ratio   12.88     10.75     10.59     10.52     10.46  
    Tier 1 risk-based capital ratio   13.67     11.53     11.37     11.30     11.25  
    Total risk-based capital ratio   17.32     15.15     15.00     14.93     14.91  

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


    Noninterest Income and Noninterest Expense

    (Dollars in thousands) Three Months Ended   Nine Months Ended
      Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023   Sep 30, 2024 Sep 30, 2023
    Noninterest income                
    Service charges on deposit accounts $ 10,438 $ 10,286 $ 10,506 $ 10,603   $ 9,743     $ 31,230 $ 28,596  
    Fees and commissions   4,116   3,944   3,949   4,130     4,108       12,009   13,771  
    Insurance commissions     2,758   2,716   2,583     3,264       5,474   8,519  
    Wealth management revenue   5,835   5,684   5,669   5,668     5,986       17,188   16,464  
    Mortgage banking income   8,447   9,698   11,370   6,592     7,533       29,515   25,821  
    Gain on sale of insurance agency   53,349                 53,349    
    Net losses on sales of securities (including impairments)         (19,352 )           (22,438 )
    Gain on extinguishment of debt       56   620           56    
    BOLI income   2,858   2,701   2,691   2,589     2,469       8,250   7,874  
    Other   4,256   3,691   4,424   6,923     5,097       12,371   14,112  
    Total noninterest income $ 89,299 $ 38,762 $ 41,381 $ 20,356   $ 38,200     $ 169,442 $ 92,719  
    Noninterest expense                
    Salaries and employee benefits $ 71,307 $ 70,731 $ 71,470 $ 71,841   $ 69,458     $ 213,508 $ 209,927  
    Data processing   4,133   3,945   3,807   3,971     3,907       11,885   11,224  
    Net occupancy and equipment   11,415   11,844   11,389   11,653     11,548       34,648   34,818  
    Other real estate owned   56   105   107   306     (120 )     268   (39 )
    Professional fees   3,189   3,195   3,348   2,854     3,338       9,732   10,817  
    Advertising and public relations   3,677   3,807   4,886   3,084     3,474       12,370   11,642  
    Intangible amortization   1,160   1,186   1,212   1,274     1,311       3,558   4,106  
    Communications   2,176   2,112   2,024   2,026     2,006       6,312   6,212  
    Merger and conversion related expenses   11,273                 11,273    
    Other   13,597   15,051   14,669   14,871     13,447       43,317   39,035  
    Total noninterest expense $ 121,983 $ 111,976 $ 112,912 $ 111,880   $ 108,369     $ 346,871 $ 327,742  


    Mortgage Banking Income

    (Dollars in thousands) Three Months Ended   Nine Months Ended
      Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023   Sep 30, 2024 Sep 30, 2023
    Gain on sales of loans, net $ 4,499 $ 5,199 $ 4,535 $ 1,860 $ 3,297   $ 14,233 $ 12,713
    Fees, net   2,646   2,866   1,854   2,010   2,376     7,366   7,041
    Mortgage servicing income, net   1,302   1,633   4,981   2,722   1,860     7,916   6,067
    Total mortgage banking income $ 8,447 $ 9,698 $ 11,370 $ 6,592 $ 7,533   $ 29,515 $ 25,821


    Balance Sheet

    (Dollars in thousands) As of
      Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023
    Assets          
    Cash and cash equivalents $ 1,275,620   $ 851,906   $ 844,400   $ 801,351   $ 741,156  
    Securities held to maturity, at amortized cost   1,150,531     1,174,663     1,199,111     1,221,464     1,245,595  
    Securities available for sale, at fair value   764,844     749,685     764,486     923,279     909,108  
    Loans held for sale, at fair value   291,735     266,406     191,440     179,756     241,613  
    Loans held for investment   12,627,648     12,604,755     12,500,525     12,351,230     12,168,023  
    Allowance for credit losses on loans   (200,378 )   (199,871 )   (201,052 )   (198,578 )   (197,773 )
    Loans, net   12,427,270     12,404,884     12,299,473     12,152,652     11,970,250  
    Premises and equipment, net   280,550     280,966     282,193     283,195     284,368  
    Other real estate owned   9,136     7,366     9,142     9,622     9,258  
    Goodwill and other intangibles   1,004,136     1,008,062     1,009,248     1,010,460     1,011,735  
    Bank-owned life insurance   389,138     387,791     385,186     382,584     379,945  
    Mortgage servicing rights   71,990     72,092     71,596     91,688     90,241  
    Other assets   293,890     306,570     289,466     304,484     298,352  
    Total assets $ 17,958,840   $ 17,510,391   $ 17,345,741   $ 17,360,535   $ 17,181,621  
               
    Liabilities and Shareholders’ Equity          
    Liabilities          
    Deposits:          
    Noninterest-bearing $ 3,529,801   $ 3,539,453   $ 3,516,164   $ 3,583,675   $ 3,734,197  
    Interest-bearing   10,979,950     10,715,760     10,720,999     10,493,110     10,422,913  
    Total deposits   14,509,751     14,255,213     14,237,163     14,076,785     14,157,110  
    Short-term borrowings   108,732     232,741     108,121     307,577     107,662  
    Long-term debt   433,177     428,677     428,047     429,400     427,399  
    Other liabilities   249,102     239,059     250,060     249,390     256,127  
    Total liabilities   15,300,762     15,155,690     15,023,391     15,063,152     14,948,298  
               
    Shareholders’ equity:          
    Common stock   332,421     296,483     296,483     296,483     296,483  
    Treasury stock   (97,251 )   (97,534 )   (99,683 )   (105,249 )   (105,300 )
    Additional paid-in capital   1,488,678     1,304,782     1,303,613     1,308,281     1,304,891  
    Retained earnings   1,063,324     1,005,086     978,880     952,124     936,573  
    Accumulated other comprehensive loss   (129,094 )   (154,116 )   (156,943 )   (154,256 )   (199,324 )
    Total shareholders’ equity   2,658,078     2,354,701     2,322,350     2,297,383     2,233,323  
    Total liabilities and shareholders’ equity $ 17,958,840   $ 17,510,391   $ 17,345,741   $ 17,360,535   $ 17,181,621  


    Net Interest Income and Net Interest Margin

    (Dollars in thousands) Three Months Ended
      September 30, 2024 June 30, 2024 September 30, 2023
      Average
    Balance
    Interest
    Income/
    Expense
    Yield/  
     Rate
    Average
    Balance
    Interest
    Income/
    Expense
    Yield/  
     Rate
    Average
    Balance
    Interest
    Income/
    Expense
    Yield/  
     Rate
    Interest-earning assets:                  
    Loans held for investment $ 12,584,104 $ 204,935 6.47 % $ 12,575,651 $ 200,670 6.41 % $ 12,030,109 $ 183,521 6.06 %
    Loans held for sale   272,110   4,212 6.19 %   219,826   3,530 6.42 %   227,982   3,751 6.58 %
    Taxable securities   1,794,421   9,212 2.05 %   1,832,002   9,258 2.02 %   2,097,285   9,459 1.80 %
    Tax-exempt securities(1)   262,621   1,390 2.12 %   263,937   1,451 2.20 %   285,588   1,566 2.19 %
    Total securities   2,057,042   10,602 2.06 %   2,095,939   10,709 2.04 %   2,382,873   11,025 1.85 %
    Interest-bearing balances with banks   894,313   11,872 5.28 %   595,030   7,874 5.32 %   729,049   10,128 5.51 %
    Total interest-earning assets   15,807,569   231,621 5.82 %   15,486,446   222,783 5.77 %   15,370,013   208,425 5.39 %
    Cash and due from banks   189,425       187,519       180,708    
    Intangible assets   1,004,701       1,008,638       1,012,460    
    Other assets   679,901       688,766       672,232    
    Total assets $ 17,681,596     $ 17,371,369     $ 17,235,413    
    Interest-bearing liabilities:                  
    Interest-bearing demand(2) $ 7,333,508 $ 60,326 3.26 % $ 7,094,411 $ 56,132 3.17 % $ 6,520,145 $ 41,464 2.52 %
    Savings deposits   815,545   729 0.36 %   839,638   729 0.35 %   942,619   793 0.33 %
    Brokered deposits   150,991   1,998 5.25 %   294,650   3,944 5.37 %   947,387   12,732 5.33 %
    Time deposits   2,546,860   27,734 4.33 %   2,487,873   26,816 4.34 %   2,002,506   15,917 3.15 %
    Total interest-bearing deposits   10,846,904   90,787 3.32 %   10,716,572   87,621 3.28 %   10,412,657   70,906 2.70 %
    Borrowed funds   562,146   7,258 5.14 %   583,965   7,564 5.19 %   564,772   7,388 5.22 %
    Total interest-bearing liabilities   11,409,050   98,045 3.41 %   11,300,537   95,185 3.38 %   10,977,429   78,294 2.84 %
    Noninterest-bearing deposits   3,509,266       3,509,109       3,800,160    
    Other liabilities   209,763       223,992       226,219    
    Shareholders’ equity   2,553,517       2,337,731       2,231,605    
    Total liabilities and shareholders’ equity $ 17,681,596     $ 17,371,369     $ 17,235,413    
    Net interest income/ net interest margin   $ 133,576 3.36 %   $ 127,598 3.31 %   $ 130,131 3.36 %
    Cost of funding     2.61 %     2.58 %     2.11 %
    Cost of total deposits     2.51 %     2.47 %     1.98 %

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


    Net Interest Income and Net Interest Margin, continued

    (Dollars in thousands) Nine Months Ended
      September 30, 2024 September 30, 2023
      Average
    Balance
    Interest
    Income/
    Expense
    Yield/  
     Rate
    Average
    Balance
    Interest
    Income/
    Expense
    Yield/  
     Rate
    Interest-earning assets:            
    Loans held for investment $ 12,522,802 $ 600,245 6.39 % $ 11,866,662 $ 523,040 5.89 %
    Loans held for sale   215,978   10,050 6.20 %   175,100   8,478 6.46 %
    Taxable securities(1)   1,839,249   27,975 2.03 %   2,402,739   35,129 1.95 %
    Tax-exempt securities   265,601   4,346 2.18 %   349,617   6,076 2.32 %
    Total securities   2,104,850   32,321 2.05 %   2,752,356   41,205 2.00 %
    Interest-bearing balances with banks   687,318   27,527 5.35 %   573,498   22,536 5.25 %
    Total interest-earning assets   15,530,948   670,143 5.75 %   15,367,616   595,259 5.18 %
    Cash and due from banks   188,485       189,324    
    Intangible assets   1,007,710       1,012,613    
    Other assets   694,427       674,476    
    Total assets $ 17,421,570     $ 17,244,029    
    Interest-bearing liabilities:            
    Interest-bearing demand(2) $ 7,128,721 $ 168,958 3.16 % $ 6,235,322 $ 90,947 1.95 %
    Savings deposits   838,443   2,188 0.35 %   999,436   2,432 0.33 %
    Brokered deposits   296,550   11,929 5.36 %   719,603   27,445 5.10 %
    Time deposits   2,451,733   77,946 4.25 %   1,769,246   34,339 2.59 %
    Total interest-bearing deposits   10,715,447   261,021 3.25 %   9,723,607   155,163 2.13 %
    Borrowed funds   569,476   22,098 5.17 %   1,026,467   38,351 4.99 %
    Total interest-bearing liabilities   11,284,923   283,119 3.35 %   10,750,074   193,514 2.41 %
    Noninterest-bearing deposits   3,512,318       4,073,265    
    Other liabilities   221,932       208,491    
    Shareholders’ equity   2,402,397       2,212,199    
    Total liabilities and shareholders’ equity $ 17,421,570     $ 17,244,029    
    Net interest income/ net interest margin   $ 387,024 3.32 %   $ 401,745 3.49 %
    Cost of funding     2.55 %     1.75 %
    Cost of total deposits     2.45 %     1.50 %

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


    Supplemental Margin Information

    (Dollars in thousands) Three Months Ended   Nine Months Ended
      Sep 30, 2024 Jun 30, 2024 Sep 30, 2023   Sep 30, 2024 Sep 30, 2023
    Earning asset mix:            
    Loans held for investment   79.61 %   81.20 %   78.27 %     80.63 %   77.22 %
    Loans held for sale   1.72     1.42     1.48       1.39     1.14  
    Securities   13.01     13.53     15.50       13.55     17.91  
    Interest-bearing balances with banks   5.66     3.85     4.75       4.43     3.73  
    Total   100.00 %   100.00 %   100.00 %     100.00 %   100.00 %
                 
    Funding sources mix:            
    Noninterest-bearing demand   23.52 %   23.69 %   25.72 %     23.74 %   27.48 %
    Interest-bearing demand(1)   49.16     47.90     44.12       48.18     42.06  
    Savings   5.47     5.67     6.38       5.67     6.74  
    Brokered deposits   1.01     1.99     6.41       2.00     4.85  
    Time deposits   17.07     16.80     13.55       16.57     11.94  
    Borrowed funds   3.77     3.95     3.82       3.84     6.93  
    Total   100.00 %   100.00 %   100.00 %     100.00 %   100.00 %
                 
    Net interest income collected on problem loans $ 642   $ (146 ) $ (820 )   $ 619   $ (64 )
    Total accretion on purchased loans   1,089     897     1,290       2,786     3,049  
    Total impact on net interest income $ 1,731   $ 751   $ 470     $ 3,405   $ 2,985  
    Impact on net interest margin   0.04 %   0.02 %   0.01 %     0.03 %   0.03 %
    Impact on loan yield   0.05     0.02     0.02       0.04 %   0.03 %

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


    Loan Portfolio

    (Dollars in thousands) As of
      Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023
    Loan Portfolio:          
    Commercial, financial, agricultural $ 1,804,961 $ 1,847,762 $ 1,869,408 $ 1,871,821 $ 1,819,891
    Lease financing   98,159   102,996   107,474   116,020   120,724
    Real estate – construction   1,198,838   1,355,425   1,243,535   1,333,397   1,407,364
    Real estate – 1-4 family mortgages   3,440,038   3,435,818   3,429,286   3,439,919   3,398,876
    Real estate – commercial mortgages   5,995,152   5,766,478   5,753,230   5,486,550   5,313,166
    Installment loans to individuals   90,500   96,276   97,592   103,523   108,002
    Total loans $ 12,627,648 $ 12,604,755 $ 12,500,525 $ 12,351,230 $ 12,168,023


    Credit Quality and Allowance for Credit Losses on Loans

    (Dollars in thousands) As of
      Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023
    Nonperforming Assets:          
    Nonaccruing loans $ 113,872   $ 97,795   $ 73,774   $ 68,816   $ 69,541  
    Loans 90 days or more past due   5,351     240     451     554     532  
    Total nonperforming loans   119,223     98,035     74,225     69,370     70,073  
    Other real estate owned   9,136     7,366     9,142     9,622     9,258  
    Total nonperforming assets $ 128,359   $ 105,401   $ 83,367   $ 78,992   $ 79,331  
               
    Criticized Loans          
    Classified loans $ 218,135   $ 191,595   $ 206,502   $ 166,893   $ 186,052  
    Special Mention loans   163,804     138,343     138,366     99,699     89,858  
    Criticized loans(1) $ 381,939   $ 329,938   $ 344,868   $ 266,592   $ 275,910  
               
    Allowance for credit losses on loans $ 200,378   $ 199,871   $ 201,052   $ 198,578   $ 197,773  
    Net loan charge-offs $ 703   $ 5,481   $ 164   $ 1,713   $ 1,933  
    Annualized net loan charge-offs / average loans   0.02 %   0.18 %   0.01 %   0.06 %   0.06 %
    Nonperforming loans / total loans   0.94     0.78     0.59     0.56     0.58  
    Nonperforming assets / total assets   0.71     0.60     0.48     0.46     0.46  
    Allowance for credit losses on loans / total loans   1.59     1.59     1.61     1.61     1.63  
    Allowance for credit losses on loans / nonperforming loans   168.07     203.88     270.87     286.26     282.24  
    Criticized loans / total loans   3.02     2.62     2.76     2.16     2.27  

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


    CONFERENCE CALL INFORMATION:

    A live audio webcast of a conference call with analysts will be available beginning at 10:00 AM Eastern Time (9:00 AM Central Time) on Wednesday, October 23, 2024.

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

    The webcast will be archived on http://www.renasant.com after the call and will remain accessible for one year. A replay can be accessed via telephone by dialing 1-877-344-7529 in the United States and entering conference number 8626805 or by dialing 1-412-317-0088 internationally and entering the same conference number. Telephone replay access is available until November 6, 2024.

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

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

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

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

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

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

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

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

    Non-GAAP Reconciliations

    (Dollars in thousands, except per share data) Three Months Ended   Nine Months Ended
      Sep 30, 2024 Jun 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023   Sep 30, 2024 Sep 30, 2023
    Adjusted Pre-Provision Net Revenue (“PPNR”)            
    Net income (GAAP) $ 72,455   $ 38,846   $ 39,409   $ 28,124   $ 41,833     $ 150,710   $ 116,554  
    Income taxes   24,924     9,666     9,912     3,787     10,766       44,502     28,722  
    Provision for credit losses (including unfunded commitments)   935     3,300     2,438     2,518     4,615       6,673     13,075  
    Pre-provision net revenue (non-GAAP) $ 98,314   $ 51,812   $ 51,759   $ 34,429   $ 57,214     $ 201,885   $ 158,351  
    Merger and conversion expense   11,273                       11,273      
    Gain on extinguishment of debt           (56 )   (620 )         (56 )    
    Gain on sales of MSR           (3,472 )   (547 )         (3,472 )    
    Gain on sale of insurance agency   (53,349 )                     (53,349 )    
    Losses on sales of securities (including impairments)               19,352               22,438  
    Adjusted pre-provision net revenue (non-GAAP) $ 56,238   $ 51,812   $ 48,231   $ 52,614   $ 57,214     $ 156,281   $ 180,789  
                     
    Adjusted Net Income and Adjusted Tangible Net Income            
    Net income (GAAP) $ 72,455   $ 38,846   $ 39,409   $ 28,124   $ 41,833     $ 150,710   $ 116,554  
    Amortization of intangibles   1,160     1,186     1,212     1,274     1,311       3,558     4,106  
    Tax effect of adjustments noted above(1)   (296 )   (233 )   (237 )   (240 )   (269 )     (909 )   (838 )
    Tangible net income (non-GAAP) $ 73,319   $ 39,799   $ 40,384   $ 29,158   $ 42,875     $ 153,359   $ 119,822  
                     
    Net income (GAAP) $ 72,455   $ 38,846   $ 39,409   $ 28,124   $ 41,833     $ 150,710   $ 116,554  
    Merger and conversion expense   11,273                       11,273      
    Gain on extinguishment of debt           (56 )   (620 )         (56 )    
    Gain on sales of MSR           (3,472 )   (547 )         (3,472 )    
    Gain on sale of insurance agency   (53,349 )                     (53,349 )    
    Losses on sales of securities (including impairments)               19,352               22,438  
    Tax effect of adjustments noted above(1)   12,581         691     (3,422 )         13,482     (4,579 )
    Adjusted net income (non-GAAP) $ 42,960   $ 38,846   $ 36,572   $ 42,887   $ 41,833     $ 118,588   $ 134,413  
    Amortization of intangibles   1,160     1,186     1,212     1,274     1,311       3,558     4,106  
    Tax effect of adjustments noted above(1)   (296 )   (233 )   (237 )   (240 )   (269 )     (909 )   (838 )
    Adjusted tangible net income (non-GAAP) $ 43,824   $ 39,799   $ 37,547   $ 43,921   $ 42,875     $ 121,237   $ 137,681  
    Tangible Assets and Tangible Shareholders’ Equity            
    Average shareholders’ equity (GAAP) $ 2,553,517   $ 2,337,731   $ 2,314,281   $ 2,261,025   $ 2,231,605     $ 2,402,397   $ 2,212,199  
    Average intangible assets   1,004,701     1,008,638     1,009,825     1,011,130     1,012,460       1,007,710     1,012,613  
    Average tangible shareholders’ equity (non-GAAP) $ 1,548,816   $ 1,329,093   $ 1,304,456   $ 1,249,895   $ 1,219,145     $ 1,394,687   $ 1,199,586  
                     
    Average assets (GAAP) $ 17,681,596   $ 17,371,369   $ 17,203,013   $ 17,195,840   $ 17,235,413     $ 17,421,570   $ 17,244,029  
    Average intangible assets   1,004,701     1,008,638     1,009,825     1,011,130     1,012,460       1,007,710     1,012,613  
    Average tangible assets (non-GAAP) $ 16,676,895   $ 16,362,731   $ 16,193,188   $ 16,184,710   $ 16,222,953     $ 16,413,860   $ 16,231,416  
                     
    Shareholders’ equity (GAAP) $ 2,658,078   $ 2,354,701   $ 2,322,350   $ 2,297,383   $ 2,233,323     $ 2,658,078   $ 2,233,323  
    Intangible assets   1,004,136     1,008,062     1,009,248     1,010,460     1,011,735       1,004,136     1,011,735  
    Tangible shareholders’ equity (non-GAAP) $ 1,653,942   $ 1,346,639   $ 1,313,102   $ 1,286,923   $ 1,221,588     $ 1,653,942   $ 1,221,588  
                     
    Total assets (GAAP) $ 17,958,840   $ 17,510,391   $ 17,345,741   $ 17,360,535   $ 17,181,621     $ 17,958,840   $ 17,181,621  
    Intangible assets   1,004,136     1,008,062     1,009,248     1,010,460     1,011,735       1,004,136     1,011,735  
    Total tangible assets (non-GAAP) $ 16,954,704   $ 16,502,329   $ 16,336,493   $ 16,350,075   $ 16,169,886     $ 16,954,704   $ 16,169,886  
                     
    Adjusted Performance Ratios                
    Return on average assets (GAAP)   1.63 %   0.90 %   0.92 %   0.65 %   0.96 %     1.16 %   0.90 %
    Adjusted return on average assets (non-GAAP)   0.97     0.90     0.86     0.99     0.96       0.91     1.04  
    Return on average tangible assets (non-GAAP)   1.75     0.98     1.00     0.71     1.05       1.25     0.99  
    Pre-provision net revenue to average assets (non-GAAP)   2.21     1.20     1.21     0.79     1.32       1.55     1.23  
    Adjusted pre-provision net revenue to average assets (non-GAAP)   1.27     1.20     1.13     1.21     1.32       1.20     1.40  
    Adjusted return on average tangible assets (non-GAAP)   1.05     0.98     0.93     1.08     1.05       0.99     1.13  
    Return on average equity (GAAP)   11.29     6.68     6.85     4.93     7.44       8.38     7.04  
    Adjusted return on average equity (non-GAAP)   6.69     6.68     6.36     7.53     7.44       6.59     8.12  
    Return on average tangible equity (non-GAAP)   18.83     12.04     12.45     9.26     13.95       14.69     13.35  
    Adjusted return on average tangible equity (non-GAAP)   11.26     12.04     11.58     13.94     13.95       11.61     15.35  
                     
    Adjusted Diluted Earnings Per Share            
    Average diluted shares outstanding   61,632,448     56,684,626     56,531,078     56,611,217     56,523,887       58,297,554     56,393,957  
                     
    Diluted earnings per share (GAAP) $ 1.18   $ 0.69   $ 0.70   $ 0.50   $ 0.74     $ 2.59   $ 2.07  
    Adjusted diluted earnings per share (non-GAAP) $ 0.70   $ 0.69   $ 0.65   $ 0.76   $ 0.74     $ 2.03   $ 2.38  
                     
    Tangible Book Value Per Share                
    Shares outstanding   63,564,028     56,367,924     56,304,860     56,142,207     56,140,713       63,564,028     56,140,713  
                     
    Book value per share (GAAP) $ 41.82   $ 41.77   $ 41.25   $ 40.92   $ 39.78     $ 41.82   $ 39.78  
    Tangible book value per share (non-GAAP) $ 26.02   $ 23.89   $ 23.32   $ 22.92   $ 21.76     $ 26.02   $ 21.76  
                     
    Tangible Common Equity Ratio                
    Shareholders’ equity to assets (GAAP)   14.80 %   13.45 %   13.39 %   13.23 %   13.00 %     14.80 %   13.00 %
    Tangible common equity ratio (non-GAAP)   9.76 %   8.16 %   8.04 %   7.87 %   7.55 %     9.76 %   7.55 %
    Adjusted Efficiency Ratio                
    Net interest income (FTE) (GAAP) $ 133,576   $ 127,598   $ 125,850   $ 128,595   $ 130,131     $ 387,024   $ 401,745  
                     
    Total noninterest income (GAAP) $ 89,299   $ 38,762   $ 41,381   $ 20,356   $ 38,200     $ 169,442   $ 92,719  
    Gain on sales of MSR           3,472     547           3,472      
    Gain on extinguishment of debt           56     620           56      
    Gain on sale of insurance agency   53,349                       53,349      
    Losses on sales of securities (including impairments)               (19,352 )             (22,438 )
    Total adjusted noninterest income (non-GAAP) $ 35,950   $ 38,762   $ 37,853   $ 38,541   $ 38,200     $ 112,565   $ 115,157  
                     
    Noninterest expense (GAAP) $ 121,983   $ 111,976   $ 112,912   $ 111,880   $ 108,369     $ 346,871   $ 327,742  
    Amortization of intangibles   1,160     1,186     1,212     1,274     1,311       3,558     4,106  
    Merger and conversion expense   11,273                       11,273      
    Total adjusted noninterest expense (non-GAAP) $ 109,550   $ 110,790   $ 111,700   $ 110,606   $ 107,058     $ 332,040   $ 323,636  
                     
    Efficiency ratio (GAAP)   54.73 %   67.31 %   67.52 %   75.11 %   64.38 %     62.33 %   66.28 %
    Adjusted efficiency ratio (non-GAAP)   64.62 %   66.60 %   68.23 %   66.18 %   63.60 %     66.46 %   62.61 %
                     
    Adjusted Net Interest Income and Adjusted Net Interest Margin            
    Net interest income (FTE) (GAAP) $ 133,576   $ 127,598   $ 125,850   $ 128,595   $ 130,131     $ 387,024   $ 401,745  
    Net interest income collected on problem loans   642     (146 )   123     283     (820 )     619     (64 )
    Accretion recognized on purchased loans   1,089     897     800     1,117     1,290       2,786     3,049  
    Adjustments to net interest income $ 1,731   $ 751   $ 923   $ 1,400   $ 470     $ 3,405   $ 2,985  
    Adjusted net interest income (FTE) (non-GAAP) $ 131,845   $ 126,847   $ 124,927   $ 127,195   $ 129,661     $ 383,619   $ 398,760  
                     
    Net interest margin (GAAP)   3.36 %   3.31 %   3.30 %   3.33 %   3.36 %     3.32 %   3.49 %
    Adjusted net interest margin (non-GAAP)   3.32 %   3.29 %   3.28 %   3.29 %   3.35 %     3.30 %   3.47 %
                     
    Adjusted Loan Yield                
    Loan interest income (FTE) (GAAP) $ 204,935   $ 200,670   $ 194,640   $ 190,857   $ 183,521     $ 600,245   $ 523,040  
    Net interest income collected on problem loans   642     (146 )   123     283     (820 )     619     (64 )
    Accretion recognized on purchased loans   1,089     897     800     1,117     1,290       2,786     3,049  
    Adjusted loan interest income (FTE) (non-GAAP) $ 203,204   $ 199,919   $ 193,717   $ 189,457   $ 183,051     $ 596,840   $ 520,055  
                     
    Loan yield (GAAP)   6.47 %   6.41 %   6.30 %   6.18 %   6.06 %     6.39 %   5.89 %
    Adjusted loan yield (non-GAAP)   6.41 %   6.38 %   6.27 %   6.14 %   6.04 %     6.35 %   5.86 %

    (1) Tax effect is calculated based on the respective legal entity’s appropriate federal and state tax rates (as applicable) for the period, and includes the estimated impact of both current and deferred tax expense. The tax effect of the discrete gain on sale of insurance agency was calculated based on an estimated tax rate of 25.8%.

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

    The MIL Network

  • MIL-OSI: Veritex Holdings, Inc. Reports Third Quarter 2024 Operating Results

    Source: GlobeNewswire (MIL-OSI)

    DALLAS, Oct. 22, 2024 (GLOBE NEWSWIRE) — Veritex Holdings, Inc. (“Veritex”, the “Company”, “we” or “our”) (Nasdaq: VBTX), the holding company for Veritex Community Bank, today announced the results for the quarter ended September 30, 2024.

    “We are pleased to announce both our third quarter results and updates on our balance sheet transformation over the past 2 years,” said C. Malcolm Holland, III, the Company’s Chairman and Chief Executive Officer. “My team has remained focused on growing granular, attractively priced deposits, increasing capital, managing concentrations and reducing credit risk exposure all while continuing to grow a fortress balance sheet through full relationship banking. I could not be more proud of our team of nearly 900 employees who embraced the challenges we set forth back in 2022 and each day going forward.”

        Quarter to Date   Year to Date
    Financial Highlights   Q3 2024   Q2 2024   Q3 2024   Q3 2023
        (Dollars in thousands, except per share data)
    (unaudited)
    GAAP                
    Net income   $ 31,001     $ 27,202     $ 82,359     $ 104,762  
    Diluted EPS     0.56       0.50       1.50       1.92  
    Book value per common share     29.53       28.49       29.53       27.46  
    Return on average assets1     0.96 %     0.87 %     0.87 %     1.14 %
    Return on average equity1     7.79       7.10       7.08       9.35  
    Net interest margin     3.30       3.29       3.28       3.55  
    Efficiency ratio     61.94       59.11       61.15       50.88  
    Non-GAAP2                
    Operating earnings   $ 32,181     $ 28,310     $ 89,628     $ 110,489  
    Diluted operating EPS     0.59       0.52       1.63       2.02  
    Tangible book value per common share     21.72       20.62       21.72       19.44  
    Pre-tax, pre-provision operating earnings     44,555       44,420       132,631       174,523  
    Pre-tax, pre-provision operating return on average assets1     1.38 %     1.42 %     1.41 %     1.90 %
    Pre-tax, pre-provision operating return on average loans1     1.83       1.83       1.83       2.43  
    Operating return on average assets1     1.00       0.91       0.95       1.20  
    Return on average tangible common equity1     11.33       10.54       10.48       13.95  
    Operating return on average tangible common equity1     11.74       10.94       11.34       14.68  
    Operating efficiency ratio     60.63       58.41       59.28       49.53  

    1 Annualized ratio.
    2 Refer to the section titled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of these non-generally accepted accounting principles (“GAAP”) financial measures to their most directly comparable GAAP measures.

    Other Third Quarter Financial, Credit and Company Highlights

    • Return on average assets (“ROAA”) increased 9 bps compared to June 30, 2024;
    • 7.2% linked quarter revenue growth;
    • Nonperforming assets (“NPAs”) decreased 13 bps from the prior quarter to 0.52% of total assets;
    • Total deposits grew $311.2 million, or 11.60% annualized, compared to June 30, 2024;
    • Common equity tier 1 capital grew 37 bps from the prior quarter to 10.86%;
    • Net interest margin (“NIM”) expanded to 3.30%;
    • Loan to deposit ratio, excluding mortgage warehouse loans, decreased to 81.9% as of September 30, 2024, compared to 85.9% as of June 30, 2024 and 90.7% as of September 30, 2023;
    • Tangible book value per common share increased to $21.72;
    • Allowance for credit losses (“ACL”) to total loans held for investment (“LHI”) increased to 1.21%, compared to 1.16% as of June 30, 2024 and 1.14% as of September 30, 2023; and
    • Declared quarterly cash dividend of $0.20 per share of outstanding common stock payable on November 22, 2024.

    Results of Operations for the Three Months Ended September 30, 2024

    Net Interest Income

    For the three months ended September 30, 2024, net interest income before provision for credit losses was $100.1 million and NIM was 3.30% compared to $96.2 million and 3.29%, respectively, for the three months ended June 30, 2024. The approximately $3.8 million increase, or 4.0%, in net interest income before provision for credit losses was primarily due to a $4.8 million increase in interest income on deposits in financial institutions and fed funds sold, a $1.4 million decrease in interest expense on advances from the Federal Home Loan Bank (“FHLB”), a $422 thousand increase in interest income on debt securities and a $282 thousand increase in interest income on loans. The increase was partially offset by a $1.6 million increase in interest expense on transactions and savings deposits and a $1.4 million increase in interest expense on certificates and other time deposits, during the three months ended September 30, 2024. NIM increased 1 basis point compared to the three months ended June 30, 2024, primarily due to a decrease in funding costs on deposits during the three months ended September 30, 2024, partially offset by a decrease in loan yields and average balances.

    Compared to the three months ended September 30, 2023, net interest income before provision for credit losses for the three months ended September 30, 2024 increased by $701 thousand, or 0.7%. The increase was primarily due to a $8.5 million decrease in interest expense on advances from the FHLB, a $5.4 million increase in interest income on deposits in financial institutions and fed funds sold and a $4.9 million increase in interest income on debt securities. The increase was partially offset by a $10.1 million increase in interest expense on certificates and other time deposits, a $7.3 million increase in interest expense on transaction and savings deposits and a $690 thousand decrease in interest income on equity securities and other investments. Compared to the three months ended September 30, 2023, NIM decreased 16 bps from 3.46% for the three months ended September 30, 2024. The decrease was primarily due to the increase in funding costs on deposits during the three months ended September 30, 2024, partially offset by an increase in loan yields and an increase in average balances and yields on debt securities.

    Noninterest Income

    Noninterest income for the three months ended September 30, 2024 was $13.1 million, an increase of $2.5 million, or 23.9%, compared to the three months ended June 30, 2024. The increase was primarily due to a $1.6 million increase in other income, driven by a $1.2 million increase in other real estate owned (“OREO”) income, a $1.1 million increase in loan fees and a $468 thousand increase in service charges and fees on deposits for the three months ended September 30, 2024. The increase was partially offset by a $540 thousand decrease in government guaranteed loan income.

    Compared to the three months ended September 30, 2023, noninterest income for the three months ended September 30, 2024 increased by $3.4 million, or 35.5%. The increase was primarily due to a $2.2 million increase in other income, driven by a $1.2 million increase in OREO income, a $1.7 million increase in loan fees and a $283 thousand increase in service charges and fees on deposit accounts. The increase was partially offset by a $1.0 million decrease in government guaranteed loan income, primarily driven by a decrease in the Company’s USDA sales.

    Noninterest Expense

    Noninterest expense was $70.1 million for the three months ended September 30, 2024, compared to $63.1 million for the three months ended June 30, 2024, an increase of $7.0 million, or 11.0%. The increase was primarily due to a $4.6 million increase in salaries and employee benefits primarily due to an increase in incentive accruals to 80% of target payout, a $1.9 million increase in other noninterest expense primarily driven by OREO expenses, a $805 thousand increase in marketing expenses and a $204 thousand increase in occupancy and equipment expense. The increase is partially offset by a decrease of $714 thousand in professional and regulatory fees compared to the three months ended June 30, 2024.

    Compared to the three months ended September 30, 2023, noninterest expense for the three months ended September 30, 2024 increased by $10.7 million, or 18.0%. The increase was primarily due to a $6.4 million increase in salaries and employee benefits primarily due to the increase in incentive accruals aforementioned, a $5.6 million increase in other noninterest expense, a $727 thousand increase data processing and software expense, and a $428 thousand increase in marketing expenses. The increase was partially offset by a $2.4 million decrease in professional and regulatory fees compared to the three months ended September 30, 2023.

    Financial Condition

    Total LHI was $9.03 billion at September 30, 2024, a decrease of $180.5 million compared to June 30, 2024.

    Total deposits were $11.04 billion at September 30, 2024, an increase of $311.2 million, or 11.6% linked quarter annualized. The increase was primarily the result of an increase of $227.2 million in noninterest bearing deposits and an increase of $225.3 million in interest-bearing transaction and savings deposits. The increase was partially offset by a decrease of $118.7 million in certificates and other time deposits and a decrease of $22.6 million in correspondent money market accounts.

    Credit Quality

    NPAs totaled $67.3 million, or 0.52% of total assets, of which $58.3 million represents LHI and $9.0 million represents OREO at September 30, 2024, compared to $83.0 million, or 0.65% of total assets, at June 30, 2024. The Company had net charge-offs of $269 thousand for the three months ended September 30, 2024. Annualized net charge-offs to average loans outstanding were 1bp, for the three months ended September 30, 2024, compared to 28 bps and 8 bps for the three months ended June 30, 2024 and September 30, 2023, respectively.

    ACL as a percentage of LHI was 1.21%, 1.16% and 1.14% at September 30, 2024, June 30, 2024 and September 30, 2023, respectively. The Company recorded a provision for credit losses of $4.0 million, $8.3 million and $8.6 million for the three months ended September 30, 2024, June 30, 2024 and September 30, 2023, respectively. The recorded provision for credit losses for the three months ended September 30, 2024, compared to the three months ended June 30, 2024, was primarily attributable to an increase in general reserves as a result of changes in economic factors which now represents 97% of the total ACL as a percentage of LHI. The balance for unfunded commitments for the three months ended September 30, 2024 remained relatively stable compared to the three months ended June 30, 2024 and recorded no benefit or provision for unfunded commitments for the three months ended September 30, 2024. The Company recorded no benefit or provision for unfunded commitments for the three months ended June 30, 2024 and a $909 thousand benefit for unfunded commitments for the three months ended September 30, 2023.

    Income Tax

    Income tax expense for the three months ended September 30, 2024 totaled $8.1 million, a decrease of $154 thousand, or 1.9%, compared to the three months ended June 30, 2024. The Company’s effective tax rate was approximately 20.6% for the three months ended September 30, 2024. The decrease was primarily due a $941 thousand change in the Company’s valuation allowance slightly offset by a return to provision of $224 thousand and a net discrete tax expense of $501 thousand associated with the recognition of an excess tax expense realized on share-based payment awards.

    Dividend Information

    After the close of the market on Tuesday, October 22, 2024, Veritex’s Board of Directors declared a quarterly cash dividend of $0.20 per share on its outstanding shares of common stock. The dividend will be paid on or after November 22, 2024 to stockholders of record as of the close of business on November 8, 2024.

    Non-GAAP Financial Measures

    Veritex’s management uses certain non-GAAP (U.S. generally accepted accounting principles) financial measures to evaluate its operating performance and provide information that is important to investors. However, non-GAAP financial measures are supplemental and should be viewed in addition to, and not as an alternative for, Veritex’s reported results prepared in accordance with GAAP. Specifically, Veritex reviews and reports tangible book value per common share of the Company; operating earnings; tangible common equity to tangible assets; return on average tangible common equity; pre-tax, pre-provision operating earnings; pre-tax, pre-provision operating return on average assets; pre-tax, pre-provision operating return on average loans; diluted operating earnings per share; operating return on average assets; operating return on average tangible common equity; and operating efficiency ratio. Veritex has included in this earnings release information related to these non-GAAP financial measures for the applicable periods presented. Please refer to “Reconciliation of Non-GAAP Financial Measures” after the financial highlights at the end of this earnings release for a reconciliation of these non-GAAP financial measures.

    Conference Call

    The Company will host an investor conference call and webcast to review the results on Wednesday, October 23, 2024, at 8:30 a.m. Central Time. Participants may pre-register for the call by visiting http://edge.media-server.com/mmc/p/99msavdf and will receive a unique PIN, which can be used when dialing in for the call.

    Participants may also register via teleconference: https://register.vevent.com/register/BI8a41df4f3f824d2888f9cf9a3e02c9b8. Once registration is completed, participants will be provided with a dial-in number containing a personalized conference code to access the call. All participants are instructed to dial-in 15 minutes prior to the start time.

    A replay will be available within approximately two hours after the completion of the call, and made accessible for one week thereafter. You may access the replay via webcast through the investor relations section of Veritex’s website.

    About Veritex Holdings, Inc.

    Headquartered in Dallas, Texas, Veritex is a bank holding company that conducts banking activities through its wholly owned subsidiary, Veritex Community Bank, with locations throughout the Dallas-Fort Worth metroplex and in the Houston metropolitan area. Veritex Community Bank is a Texas state chartered bank regulated by the Texas Department of Banking and the Board of Governors of the Federal Reserve System. For more information, visit http://www.veritexbank.com.

    Forward-Looking Statements

    This earnings release includes “forward-looking statements”, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various facts and derived utilizing assumptions, current expectations, estimates and projections and are subject to known and unknown risks, uncertainties and other factors, which change over time and are beyond our control, that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the expected payment of Veritex Holdings, Inc.’s (“Veritex”) quarterly cash dividend; the impact of certain changes in Veritex’s accounting policies, standards and interpretations; turmoil in the banking industry, responsive measures to mitigate and manage such turmoil and related supervisory and regulatory actions and costs; and Veritex’s future financial performance, business and growth strategy, projected plans and objectives, as well as other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact broader economic and industry trends, and any such variations may be material.   Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,”   “seeks,” “targets,” “outlooks,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing words. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Veritex’s Annual Report on Form 10-K for the year ended December 31, 2023 and any updates to those risk factors set forth in Veritex’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at http://www.sec.gov. If one or more events related to these or other risks or uncertainties materialize, or if Veritex’s underlying assumptions prove to be incorrect, actual results may differ materially from what Veritex anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. Veritex does not undertake any obligation, and specifically declines any obligation, to supplement, update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law. All forward-looking statements, expressed or implied, included in this earnings release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Veritex or persons acting on Veritex’s behalf may issue.

    VERITEX HOLDINGS, INC. AND SUBSIDIARIES
    Financial Highlights
    (Unaudited)
     
        For the Quarter Ended   For the Nine Months Ended
        Sep 30, 2024   Jun 30, 2024   Mar 31, 2024   Dec 31, 2023   Sep 30, 2023   Sep 30, 2024   Sep 30, 2023
        (Dollars and shares in thousands, except per share data)
    Per Share Data (Common Stock):                            
    Basic EPS   $ 0.57     $ 0.50     $ 0.44     $ 0.06     $ 0.60     $ 1.51     $ 1.93  
    Diluted EPS     0.56       0.50       0.44       0.06       0.60       1.50       1.92  
    Book value per common share     29.53       28.49       28.23       28.18       27.46       29.53       27.46  
    Tangible book value per common share1     21.72       20.62       20.33       20.21       19.44       21.72       19.44  
    Dividends paid per common share outstanding2     0.20       0.20       0.20       0.20       0.20       0.60       0.60  
                                 
    Common Stock Data:                            
    Shares outstanding at period end     54,446       54,350       54,496       54,338       54,305       54,446       54,305  
    Weighted average basic shares outstanding for the period     54,409       54,457       54,444       54,327       54,300       54,437       54,233  
    Weighted average diluted shares outstanding for the period     54,932       54,823       54,842       54,691       54,597       54,866       54,563  
                                 
    Summary of Credit Ratios:                            
    ACL to total LHI     1.21 %     1.16 %     1.15 %     1.14 %     1.14 %     1.21 %     1.14 %
    NPAs to total assets     0.52       0.65       0.82       0.77       0.65       0.52       0.65  
    NPAs to total loans and OREO     0.70       0.85       1.06       0.99       0.83       0.70       0.83  
    Net charge-offs to average loans outstanding3     0.01       0.28       0.22       0.39       0.08       0.17       0.20  
                                 
    Summary Performance Ratios:                            
    Return on average assets3     0.96 %     0.87 %     0.79 %     0.11 %     1.06 %     0.87 %     1.14 %
    Return on average equity3     7.79       7.10       6.33       0.92       8.58       7.08       9.35  
    Return on average tangible common equity1,3      11.33       10.54       9.52       2.00       12.80       10.48       13.95  
    Efficiency ratio     61.94       59.11       62.45       77.49       54.49       61.15       50.88  
    Net interest margin     3.30       3.29       3.24       3.31       3.46       3.28       3.55  
                                 
    Selected Performance Metrics – Operating:                            
    Diluted operating EPS1   $ 0.59     $ 0.52     $ 0.53     $ 0.58     $ 0.60     $ 1.63     $ 2.02  
    Pre-tax, pre-provision operating return on average assets1,3     1.38 %     1.42 %     1.42 %     1.54 %     1.61 %     1.41 %     1.90 %
    Pre-tax, pre-provision operating return on average loans1,3     1.83       1.83       1.84       1.97       2.05       1.83       2.43  
    Operating return on average assets1,3     1.00       0.91       0.95       1.02       1.06       0.95       1.20  
    Operating return on average tangible common equity1,3     11.74       10.94       11.34       12.37       12.80       11.34       14.68  
    Operating efficiency ratio1     60.63       58.41       58.73       55.50       54.49       59.28       49.53  
                                 
    Veritex Holdings, Inc. Capital Ratios:                            
    Average stockholders’ equity to average total assets     12.31 %     12.26 %     12.43 %     12.27 %     12.30 %     12.33 %     12.21 %
    Tangible common equity to tangible assets1     9.37       9.14       9.02       9.18       8.86       9.37       8.86  
    Tier 1 capital to average assets (leverage)     10.06       10.06       10.12       10.03       10.10       10.06       10.10  
    Common equity tier 1 capital     10.86       10.49       10.37       10.29       10.11       10.86       10.11  
    Tier 1 capital to risk-weighted assets     11.13       10.75       10.63       10.56       10.37       11.13       10.37  
    Total capital to risk-weighted assets     13.91       13.45       13.33       13.18       12.95       13.91       12.95  
    Risk weighted assets   $ 11,290,800     $ 11,450,997     $ 11,407,446     $ 11,387,825     $ 11,617,229     $ 11,290,800     $ 11,617,229  

    1 Refer to the section titled “Reconciliation of Non-GAAP Financial Measures” after the financial highlights for a reconciliation of these non-GAAP financial measures to their most directly comparable GAAP measures.
    2 Dividend amount represents dividend paid per common share subsequent to each respective quarter end.
    Annualized ratio for quarterly metrics.

    VERITEX HOLDINGS, INC. AND SUBSIDIARIES
    Financial Highlights
    (In thousands)
     
        Sep 30, 2024   Jun 30, 2024   Mar 31, 2024   Dec 31, 2023   Sep 30, 2023
        (unaudited)   (unaudited)   (unaudited)       (unaudited)
    ASSETS                    
    Cash and cash equivalents   $ 1,100,790     $ 651,837     $ 740,769     $ 629,063     $ 713,408  
    Debt securities, net     1,423,610       1,349,354       1,344,930       1,257,042       1,060,629  
    Other investments     71,257       75,885       76,788       76,238       80,869  
                         
    Loans held for sale (“LHFS”)     48,496       57,046       64,762       79,072       41,313  
    LHI, mortgage warehouse (“MW”)     630,650       568,047       449,531       377,796       390,767  
    LHI, excluding MW     9,028,575       9,209,094       9,249,551       9,206,544       9,237,447  
    Total loans     9,707,721       9,834,187       9,763,844       9,663,412       9,669,527  
    ACL     (117,162 )     (113,431 )     (112,032 )     (109,816 )     (109,831 )
    Bank-owned life insurance     84,776       84,233       85,359       84,833       84,867  
    Bank premises, furniture and equipment, net     114,202       105,222       105,299       105,727       106,118  
    Other real estate owned (“OREO”)     9,034       24,256       18,445              
    Intangible assets, net of accumulated amortization     32,825       35,817       38,679       41,753       44,294  
    Goodwill     404,452       404,452       404,452       404,452       404,452  
    Other assets     211,471       232,518       241,863       241,633       291,998  
    Total assets   $ 13,042,976     $ 12,684,330     $ 12,708,396     $ 12,394,337     $ 12,346,331  
    LIABILITIES AND STOCKHOLDERS’ EQUITY                    
    Deposits:                    
    Noninterest-bearing deposits   $ 2,643,894     $ 2,416,727     $ 2,349,211     $ 2,218,036     $ 2,363,340  
    Interest-bearing transaction and savings deposits     4,204,708       3,979,454       4,220,114       4,348,385       3,936,070  
    Certificates and other time deposits     3,625,920       3,744,596       3,486,805       3,191,737       3,403,427  
    Correspondent money market deposits     561,489       584,067       597,690       580,037       493,681  
    Total deposits     11,036,011       10,724,844       10,653,820       10,338,195       10,196,518  
    Accounts payable and other liabilities     168,415       180,585       186,027       195,036       229,116  
    Advances from FHLB                 100,000       100,000       200,000  
    Subordinated debentures and subordinated notes     230,536       230,285       230,034       229,783       229,531  
    Total liabilities     11,434,962       11,135,714       11,169,881       10,863,014       10,855,165  
    Commitments and contingencies                    
    Stockholders’ equity:                    
    Common stock     613       612       611       610       609  
    Additional paid-in capital     1,324,929       1,321,995       1,319,144       1,317,516       1,314,459  
    Retained earnings     493,921       473,801       457,499       444,242       451,513  
    Accumulated other comprehensive loss     (40,330 )     (76,713 )     (71,157 )     (63,463 )     (107,833 )
    Treasury stock     (171,119 )     (171,079 )     (167,582 )     (167,582 )     (167,582 )
    Total stockholders’ equity     1,608,014       1,548,616       1,538,515       1,531,323       1,491,166  
    Total liabilities and stockholders’ equity   $ 13,042,976     $ 12,684,330     $ 12,708,396     $ 12,394,337     $ 12,346,331  
                                             
    VERITEX HOLDINGS, INC. AND SUBSIDIARIES
    Financial Highlights
    (In thousands, except per share data)
     
        For the Quarter Ended   For the Nine Months Ended
        Sep 30, 2024   Jun 30, 2024   Mar 31, 2024   Dec 31, 2023   Sep 30, 2023   Sep 30, 2024   Sep 30, 2023
        (unaudited)   (unaudited)   (unaudited)   (unaudited)   (unaudited)   (unaudited)   (unaudited)
    Interest income:                            
    Loans, including fees   $ 167,261   $ 166,979   $ 161,942     $ 165,443     $ 167,368     $ 496,182     $ 482,802  
    Debt securities     15,830     15,408     13,695       12,282       10,928       44,933       32,082  
    Deposits in financial institutions and Fed Funds sold     12,571     7,722     8,050       8,162       7,128       28,343       20,169  
    Equity securities and other investments     1,001     1,138     900       1,717       1,691       3,039       4,217  
    Total interest income     196,663     191,247     184,587       187,604       187,115       572,497       539,270  
    Interest expense:                            
    Transaction and savings deposits     47,208     45,619     46,784       46,225       39,936       139,611       102,750  
    Certificates and other time deposits     46,230     44,811     40,492       40,165       36,177       131,533       85,244  
    Advances from FHLB     47     1,468     1,391       2,581       8,523       2,906       38,443  
    Subordinated debentures and subordinated notes     3,116     3,113     3,114       3,100       3,118       9,343       9,252  
    Total interest expense     96,601     95,011     91,781       92,071       87,754       283,393       235,689  
    Net interest income     100,062     96,236     92,806       95,533       99,361       289,104       303,581  
    Provision for credit losses     4,000     8,250     7,500       9,500       8,627       19,750       33,012  
    (Benefit) provision for unfunded commitments             (1,541 )     (1,500 )     (909 )     (1,541 )     (541 )
    Net interest income after provisions     96,062     87,986     86,847       87,533       91,643       270,895       271,110  
    Noninterest income:                            
    Service charges and fees on deposit accounts     5,442     4,974     4,896       4,800       5,159       15,312       15,448  
    Loan fees     3,278     2,207     2,510       1,200       1,564       7,995       5,148  
    Loss on sales of debt securities             (6,304 )                 (6,304 )     (5,321 )
    Government guaranteed loan income, net     780     1,320     2,614       4,378       1,772       4,714       15,604  
    Equity method investment (loss) income                   (29,417 )     (136 )           (1,172 )
    Customer swap income     271     326     449       258       202       1,046       1,380  
    Other income     3,335     1,751     2,497       989       1,113       7,583       5,810  
    Total noninterest income (loss)     13,106     10,578     6,662       (17,792 )     9,674       30,346       36,897  
    Noninterest expense:                            
    Salaries and employee benefits     37,370     32,790     33,365       30,606       30,949       103,525       91,464  
    Occupancy and equipment     4,789     4,585     4,677       4,670       4,881       14,051       14,681  
    Professional and regulatory fees     4,903     5,617     6,053       7,626       7,283       16,573       18,540  
    Data processing and software expense     5,268     5,097     4,856       4,569       4,541       15,221       13,970  
    Marketing     2,781     1,976     1,546       1,945       2,353       6,303       6,759  
    Amortization of intangibles     2,438     2,438     2,438       2,438       2,438       7,314       7,401  
    Telephone and communications     335     365     261       356       362       961       1,195  
    Other     12,216     10,273     8,920       8,028       6,607       31,409       19,216  
    Total noninterest expense     70,100     63,141     62,116       60,238       59,414       195,357       173,226  
    Income before income tax expense     39,068     35,423     31,393       9,503       41,903       105,884       134,781  
    Income tax expense     8,067     8,221     7,237       6,004       9,282       23,525       30,019  
    Net income   $ 31,001   $ 27,202   $ 24,156     $ 3,499     $ 32,621     $ 82,359     $ 104,762  
                                 
    Basic EPS   $ 0.57   $ 0.50   $ 0.44     $ 0.06     $ 0.60     $ 1.51     $ 1.93  
    Diluted EPS   $ 0.56   $ 0.50   $ 0.44     $ 0.06     $ 0.60     $ 1.50     $ 1.92  
    Weighted average basic shares outstanding     54,409     54,457     54,444       54,327       54,300       54,437       54,233  
    Weighted average diluted shares outstanding     54,932     54,823     54,842       54,691       54,597       54,866       54,563  
                                                         
    VERITEX HOLDINGS, INC. AND SUBSIDIARIES
    Financial Highlights
    (Unaudited)
     
        For the Quarter Ended
        September 30, 2024   June 30, 2024   September 30, 2023
        Average
    Outstanding
    Balance
      Interest
    Earned/
    Interest
    Paid
      Average
    Yield/
    Rate
      Average
    Outstanding
    Balance
      Interest
    Earned/
    Interest
    Paid
      Average
    Yield/
    Rate
      Average
    Outstanding
    Balance
      Interest
    Earned/
    Interest
    Paid
      Average
    Yield/
    Rate
        (Dollars in thousands)
    Assets                                    
    Interest-earning assets:                                    
    Loans1   $ 9,184,182     $ 159,163   6.89 %   $ 9,344,482     $ 160,323   6.90 %   $ 9,267,366     $ 161,615   6.92 %
    LHI, MW     477,592       8,098   6.75       420,946       6,656   6.36       357,639       5,753   6.38  
    Debt securities     1,384,835       15,830   4.55       1,352,293       15,408   4.58       1,121,716       10,928   3.87  
    Interest-bearing deposits in other banks     924,685       12,571   5.41       560,586       7,722   5.54       520,785       7,128   5.43  
    Equity securities and other investments     75,884       1,001   5.25       78,964       1,138   5.80       135,714       1,691   4.94  
    Total interest-earning assets     12,047,178       196,663   6.49       11,757,271       191,247   6.54       11,403,220       187,115   6.51  
    ACL     (115,510 )             (115,978 )             (105,320 )        
    Noninterest-earning assets     930,250               937,413               961,162          
    Total assets   $ 12,861,918             $ 12,578,706             $ 12,259,062          
                                         
    Liabilities and Stockholders’ Equity                                    
    Interest-bearing liabilities:                                    
    Interest-bearing demand and savings deposits   $ 4,700,196     $ 47,208   4.00 %   $ 4,570,329     $ 45,619   4.01 %   $ 4,168,876     $ 39,936   3.80 %
    Certificates and other time deposits     3,678,718       46,230   5.00       3,591,035       44,811   5.02       3,151,704       36,177   4.55  
    Advances from FHLB and Other     3,261       47   5.73       106,648       1,468   5.54       725,543       8,523   4.66  
    Subordinated debentures and subordinated notes     230,393       3,116   5.38       230,141       3,113   5.44       229,389       3,118   5.39  
    Total interest-bearing liabilities     8,612,568       96,601   4.46       8,498,153       95,011   4.50       8,275,512       87,754   4.21  
                                         
    Noninterest-bearing liabilities:                                    
    Noninterest-bearing deposits     2,486,676               2,346,908               2,272,207          
    Other liabilities     179,273               192,036               203,173          
    Total liabilities     11,278,517               11,037,097               10,750,892          
    Stockholders’ equity     1,583,401               1,541,609               1,508,170          
    Total liabilities and stockholders’ equity   $ 12,861,918             $ 12,578,706             $ 12,259,062          
                                         
    Net interest rate spread2           2.03 %           2.04 %           2.30 %
    Net interest income and margin3       $ 100,062   3.30 %       $ 96,236   3.29 %       $ 99,361   3.46 %
                                                     

    1 Includes average outstanding balances of LHFS of $54.3 million, $58.5 million and $28.3 million for the quarters ended September 30, 2024, June 30, 2024, and September 30, 2023, respectively, and average balances of LHI, excluding MW.
    2 Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
    3 Net interest margin is equal to net interest income divided by average interest-earning assets.

    VERITEX HOLDINGS, INC. AND SUBSIDIARIES
    Financial Highlights
    (In thousands, except percentages)
     
        For the Nine Months Ended
        September 30, 2024   September 30, 2023
        Average Outstanding Balance   Interest Earned/ Interest Paid   Average Yield/ Rate   Average Outstanding Balance   Interest Earned/ Interest Paid   Average Yield/ Rate
    Assets                        
    Interest-earning assets:                        
    Loans1   $ 9,270,510     $ 477,071   6.87 %   $ 9,231,814     $ 467,101   6.76 %
    LHI, MW     393,008       19,111   6.50       363,182       15,701   5.78  
    Debt securities     1,344,190       44,933   4.47       1,168,860       32,082   3.67  
    Interest-bearing deposits in other banks     692,434       28,343   5.47       527,805       20,169   5.11  
    Equity securities and other investments     77,035       3,039   5.27       132,895       4,217   4.24  
    Total interest-earning assets     11,777,177       572,497   6.49       11,424,556       539,270   6.31  
    ACL     (114,576 )             (100,228 )        
    Noninterest-earning assets     930,605               950,369          
    Total assets   $ 12,593,206             $ 12,274,697          
                             
    Liabilities and Stockholders’ Equity                        
    Interest-bearing liabilities:                        
    Interest-bearing demand and savings deposits   $ 4,636,889     $ 139,611   4.02 %   $ 4,079,436     $ 102,750   3.37 %
    Certificates and other time deposits     3,518,417       131,533   4.99       2,873,388       85,244   3.97  
    Advances from FHLB and Other     70,055       2,906   5.54       1,105,592       38,443   4.65  
    Subordinated debentures and subordinated notes     230,139       9,343   5.42       229,923       9,252   5.38  
    Total interest-bearing liabilities     8,455,500       283,393   4.48       8,288,339       235,689   3.80  
                             
    Noninterest-bearing liabilities:                        
    Noninterest-bearing deposits     2,396,629               2,305,745          
    Other liabilities     188,007               182,040          
    Total liabilities     11,040,136               10,776,124          
    Stockholders’ equity     1,553,070               1,498,573          
    Total liabilities and stockholders’ equity   $ 12,593,206             $ 12,274,697          
                             
    Net interest rate spread2           2.01 %           2.51 %
    Net interest income and margin3       $ 289,104   3.28 %       $ 303,581   3.55 %

    1 Includes average outstanding balances of LHFS of $55.5 million and $23.8 million for the nine months ended September 30, 2024 and 2023, respectively, and average balances of LHI, excluding MW.
    2 Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
    3 Net interest margin is equal to net interest income divided by average interest-earning assets.

    VERITEX HOLDINGS, INC. AND SUBSIDIARIES
    Financial Highlights
    (Unaudited)
    Yield Trend
     
        For the Quarter Ended
        Sep 30,
    2024
      Jun 30,
    2024
      Mar 31,
    2024
      Dec 31,
    2023
      Sep 30,
    2023
    Average yield on interest-earning assets:                    
    Loans1     6.89 %     6.90 %     6.83 %     6.88 %     6.92 %
    LHI, MW     6.75       6.36       6.27       5.82       6.38  
    Total Loans     6.89       6.88       6.81       6.85       6.90  
    Debt securities     4.55       4.58       4.25       4.10       3.87  
    Interest-bearing deposits in other banks     5.41       5.54       5.54       5.51       5.43  
    Equity securities and other investments     5.25       5.80       4.75       8.28       4.94  
    Total interest-earning assets     6.49 %     6.54 %     6.44 %     6.51 %     6.51 %
                         
    Average rate on interest-bearing liabilities:                    
    Interest-bearing demand and savings deposits     4.00 %     4.01 %     4.06 %     4.03 %     3.80 %
    Certificates and other time deposits     5.00       5.02       4.96       4.85       4.55  
    Advances from FHLB     5.73       5.54       5.54       5.60       4.66  
    Subordinated debentures and subordinated notes     5.38       5.44       5.45       5.36       5.39  
    Total interest-bearing liabilities     4.46 %     4.50 %     4.47 %     4.43 %     4.21 %
                         
    Net interest rate spread2     2.03 %     2.04 %     1.97 %     2.08 %     2.30 %
    Net interest margin3     3.30 %     3.29 %     3.24 %     3.31 %     3.46 %
                                             

    1Includes average outstanding balances of LHFS of $54.3 million, $58.5 million, $53.9 million, $31.2 million and $28.3 million for the three months ended September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023, and September 30, 2023, respectively, and average balances of LHI, excluding MW.
    2 Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
    3 Net interest margin is equal to net interest income divided by average interest-earning assets.

    Supplemental Yield Trend

        For the Quarter Ended   For the Nine Months Ended
        Sep 30,
    2024
      Jun 30,
    2024
      Mar 31,
    2024
      Dec 31,
    2023
      Sep 30,
    2023
      Sep 30,
    2024
      Sep 30,
    2023
    Average cost of interest-bearing deposits   4.44 %   4.46 %   4.43 %   4.38 %   4.12 %   4.44 %   3.62 %
    Average costs of total deposits, including noninterest-bearing   3.42     3.46     3.42     3.37     3.15     3.43     2.03  
                                               
    VERITEX HOLDINGS, INC. AND SUBSIDIARIES
    Financial Highlights
    (Unaudited)
     
    LHI and Deposit Portfolio Composition
     
        Sep 30,
    2024
      Jun 30,
    2024
      Mar 31,
    2024
      Dec 31,
    2023
      Sep 30,
    2023
        (Dollars in thousands)
    LHI1                                        
    Commercial and Industrial (“C&I”)   $ 2,728,544     30.2 %   $ 2,798,260     30.4 %   $ 2,785,987     30.1 %   $ 2,752,063     29.9 %   $ 2,841,024     30.7 %
    Real Estate:                                        
    Owner occupied commercial (“OOCRE”)     807,223     8.9       806,285     8.7       788,376     8.5       794,088     8.6       697,299     7.5  
    Non-owner occupied commercial (“NOOCRE”)     2,338,094     25.9       2,369,848     25.7       2,352,993     25.5       2,350,725     25.5       2,398,060     26.1  
    Construction and land     1,436,540     15.8       1,536,580     16.7       1,568,257     16.9       1,734,254     18.8       1,705,053     18.4  
    Farmland     32,254     0.4       30,512     0.3       30,979     0.3       31,114     0.3       59,684     0.6  
    1-4 family residential     944,755     10.5       917,402     10.0       969,401     10.5       937,119     10.2       933,225     10.1  
    Multi-family residential     738,090     8.2       748,740     8.1       751,607     8.1       605,817     6.6       603,395     6.5  
    Consumer     11,292     0.1       9,245     0.1       8,882     0.1       10,149     0.1       9,845     0.1  
    Total LHI   $ 9,036,792     100 %   $ 9,216,872     100 %   $ 9,256,482     100 %   $ 9,215,329     100 %   $ 9,247,585     100 %
                                             
    MW     630,650           568,047           449,531           377,796           390,767      
                                             
    Total LHI1   $ 9,667,442         $ 9,784,919         $ 9,706,013         $ 9,593,125         $ 9,638,352      
                                             
    Total LHFS     48,496           57,046           64,762           79,072           41,313      
                                             
    Total Loans   $ 9,715,938         $ 9,841,965         $ 9,770,775         $ 9,672,197         $ 9,679,665      
                                             
    Deposits                                        
    Noninterest-bearing   $ 2,643,894     24.0 %   $ 2,416,727     22.5 %   $ 2,349,211     22.1 %   $ 2,218,036     21.5 %   $ 2,363,340     23.2 %
    Interest-bearing transaction     421,059     3.8       523,272     4.9       724,171     6.8       927,193     8.9       739,098     7.2  
    Money market     3,462,709     31.4       3,268,286     30.5       3,326,742     31.2       3,284,324     31.8       3,096,498     30.4  
    Savings     320,940     2.9       187,896     1.8       169,201     1.6       136,868     1.3       100,474     1.0  
    Certificates and other time deposits     3,625,920     32.8       3,744,596     34.9       3,486,805     32.7       3,191,737     30.9       3,403,427     33.4  
    Correspondent money market accounts     561,489     5.1       584,067     5.4       597,690     5.6       580,037     5.6       493,681     4.8  
    Total deposits   $ 11,036,011     100 %   $ 10,724,844     100 %   $ 10,653,820     100 %   $ 10,338,195     100 %   $ 10,196,518     100 %
                                             
    Total Loans to Deposits Ratio     88.0 %         91.8 %         91.7 %         93.6 %         94.9 %    
                                             
    Total Loans to Deposit Ratio, excluding MW loans and LHFS     81.9 %         85.9 %         86.9 %         89.1 %         90.7 %    
                                                                 

    1 Total LHI does not include deferred fees of $8.2 million, $7.8 million, $6.9 million, $8.8 million and $10.1 million at September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023 and September 30, 2023, respectively.

    VERITEX HOLDINGS, INC. AND SUBSIDIARIES
    Financial Highlights
    (Unaudited)
    Asset Quality
     
      For the Quarter Ended   For the Nine Months Ended
      Sep 30, 2024   Jun 30, 2024   Mar 31, 2024   Dec 31, 2023   Sep 30, 2023   Sep 30, 2024   Sep 30, 2023
      (Dollars in thousands)        
    NPAs:                          
    Nonaccrual loans $ 55,335     $ 58,537     $ 75,721     $ 79,133     $ 65,676     $ 55,335     $ 65,676  
    Nonaccrual PCD loans1   70       73       9,419       13,715       13,718       70       13,718  
    Accruing loans 90 or more days past due2   2,860       143       220       2,975       474       2,860       474  
    Total nonperforming loans held for investment (“NPLs”)   58,265       58,753       85,360       95,823       79,868       58,265       79,868  
    Other real estate owned   9,034       24,256       18,445                   9,034        
    Total NPAs $ 67,299     $ 83,009     $ 103,805     $ 95,823     $ 79,868     $ 67,299     $ 79,868  
                               
    Charge-offs:                          
    1-4 family residential $     $ (31 )   $     $ (21 )   $     $ (31 )   $  
    Multifamily         (198 )           (192 )           (198 )      
    OOCRE               (120 )     (364 )     (375 )     (120 )     (491 )
    NOOCRE         (1,969 )     (4,293 )     (5,434 )           (6,262 )     (8,215 )
    C&I   (2,259 )     (5,601 )     (946 )     (3,893 )     (1,929 )     (8,806 )     (6,520 )
    Consumer   (54 )     (30 )     (71 )     (33 )     (49 )     (155 )     (203 )
    Total charge-offs $ (2,313 )   $ (7,829 )   $ (5,430 )   $ (9,937 )   $ (2,353 )   $ (15,572 )   $ (15,429 )
                               
    Recoveries:                          
    1-4 family residential $ 3     $     $ 1     $ 1     $     $ 4     $ 2  
    OOCRE         120                         120        
    NOOCRE                           200             350  
    C&I   1,962       361       96       387       308       2,419       778  
    Mortgage Warehouse   46                               46        
    Consumer   33       497       49       34       14       579       66  
    Total recoveries $ 2,044     $ 978     $ 146     $ 422     $ 522     $ 3,168     $ 1,196  
                               
    Net charge-offs $ (269 )   $ (6,851 )   $ (5,284 )   $ (9,515 )   $ (1,831 )   $ (12,404 )   $ (14,233 )
                               
    Provision for credit losses $ 4,000     $ 8,250     $ 7,500     $ 9,500     $ 8,627     $ 19,750     $ 33,012  
                               
    ACL $ 117,162     $ 113,431     $ 112,032     $ 109,816     $ 109,831     $ 117,162     $ 109,831  
                               
    Asset Quality Ratios:                          
    NPAs to total assets   0.52 %     0.65 %     0.82 %     0.77 %     0.65 %     0.52 %     0.65 %
    NPAs, excluding nonaccrual PCD loans, to total assets   0.52       0.65       0.74       0.66       0.44       0.52       0.54  
    NPAs to total loans and OREO   0.70       0.85       1.06       0.99       0.83       0.70       0.83  
    NPLs to total LHI   0.60       0.60       0.88       1.00       0.83       0.60       0.83  
    NPLs, excluding nonaccrual PCD loans, to total LHI   0.60       0.60       0.78       0.86       0.69       0.60       0.69  
    ACL to total LHI   1.21       1.16       1.15       1.14       1.14       1.21       1.14  
    ACL to total loans, excluding MW and LHFS   1.30       1.23       1.21       1.19       1.19       1.30       1.19  
    Net charge-offs to average loans outstanding3   0.01       0.28       0.22       0.39       0.08       0.17       0.20  

    1 Nonaccrual PCD loans consist of PCD loans that transitioned upon adoption of ASC 326 Financial Instruments – Credit Losses and were accounted for on a pooled basis that have subsequently been placed on nonaccrual status.
    2 Accruing loans greater than 90 days past due exclude purchase credit deteriorated loans greater than 90 days past due that are accounted for on a pooled basis.
    3 Annualized ratio for quarterly metrics.

    VERITEX HOLDINGS, INC. AND SUBSIDIARIES
    Reconciliation of Non-GAAP Financial Measures
    (Unaudited)
     

    We identify certain financial measures discussed in this earnings release as being “non-GAAP financial measures.” In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP, in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios calculated using exclusively either one or both of (i) financial measures calculated in accordance with GAAP and (ii) operating measures or other measures that are not non-GAAP financial measures.

    The non-GAAP financial measures that we present in this earnings release should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we present in this earnings release may differ from that of other companies reporting measures with similar names. You should understand how such other financial institutions calculate their financial measures that appear to be similar or have similar names to the non-GAAP financial measures we have discussed in this earnings release when comparing such non-GAAP financial measures.

    Tangible Book Value Per Common Share. Tangible book value is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity less goodwill and core deposit intangibles, net of accumulated amortization; and (b) tangible book value per common share as tangible common equity (as described in clause (a)) divided by number of common shares outstanding. For tangible book value per common share, the most directly comparable financial measure calculated in accordance with GAAP is book value per common share.

    We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in core deposit intangibles. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.

    The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and presents our tangible book value per common share compared with our book value per common share:

        As of
        Sep 30, 2024   Jun 30, 2024   Mar 31, 2024   Dec 31, 2023   Sep 30, 2023
        (Dollars in thousands, except per share data)
    Tangible Common Equity                    
    Total stockholders’ equity   $ 1,608,014     $ 1,548,616     $ 1,538,515     $ 1,531,323     $ 1,491,166  
    Adjustments:                    
    Goodwill     (404,452 )     (404,452 )     (404,452 )     (404,452 )     (404,452 )
    Core deposit intangibles     (21,182 )     (23,619 )     (26,057 )     (28,495 )     (30,933 )
    Tangible common equity   $ 1,182,380     $ 1,120,545     $ 1,108,006     $ 1,098,376     $ 1,055,781  
    Common shares outstanding     54,446       54,350       54,496       54,338       54,305  
                         
    Book value per common share   $ 29.53     $ 28.49     $ 28.23     $ 28.18     $ 27.46  
    Tangible book value per common share   $ 21.72     $ 20.62     $ 20.33     $ 20.21     $ 19.44  
                                             

    Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) tangible common equity as total stockholders’ equity, less goodwill and core deposit intangibles, net of accumulated amortization; (b) tangible assets as total assets less goodwill and core deposit intangibles, net of accumulated amortization; and (c) tangible common equity to tangible assets as tangible common equity (as described in clause (a)) divided by tangible assets (as described in clause (b)). For tangible common equity to tangible assets, the most directly comparable financial measure calculated in accordance with GAAP is total stockholders’ equity to total assets.

    We believe that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period in common equity and total assets, in each case, exclusive of changes in core deposit intangibles. Goodwill and other intangible assets have the effect of increasing both total stockholders’ equity and assets while not increasing our tangible common equity or tangible assets.

    The following table reconciles, as of the dates set forth below, total stockholders’ equity to tangible common equity and total assets to tangible assets and presents our tangible common equity to tangible assets:

        As of
        Sep 30, 2024   Jun 30, 2024   Mar 31, 2024   Dec 31, 2023   Sep 30, 2023
        (Dollars in thousands)
    Tangible Common Equity                    
    Total stockholders’ equity   $ 1,608,014     $ 1,548,616     $ 1,538,515     $ 1,531,323     $ 1,491,166  
    Adjustments:                    
    Goodwill     (404,452 )     (404,452 )     (404,452 )     (404,452 )     (404,452 )
    Core deposit intangibles     (21,182 )     (23,619 )     (26,057 )     (28,495 )     (30,933 )
    Tangible common equity   $ 1,182,380     $ 1,120,545     $ 1,108,006     $ 1,098,376     $ 1,055,781  
    Tangible Assets                    
    Total assets   $ 13,042,976     $ 12,684,330     $ 12,708,396     $ 12,394,337     $ 12,346,331  
    Adjustments:                    
    Goodwill     (404,452 )     (404,452 )     (404,452 )     (404,452 )     (404,452 )
    Core deposit intangibles     (21,182 )     (23,619 )     (26,057 )     (28,495 )     (30,933 )
    Tangible Assets   $ 12,617,342     $ 12,256,259     $ 12,277,887     $ 11,961,390     $ 11,910,946  
    Tangible Common Equity to Tangible Assets     9.37 %     9.14 %     9.02 %     9.18 %     8.86 %
                                             

    Return on Average Tangible Common Equity. Return on average tangible common equity is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate: (a) net income available for common stockholders adjusted for amortization of core deposit intangibles (which we refer to as “return”) as net income, plus amortization of core deposit intangibles, less tax benefit at the statutory rate; (b) average tangible common equity as total average stockholders’ equity less average goodwill and average core deposit intangibles, net of accumulated amortization; and (c) return (as described in clause (a)) divided by average tangible common equity (as described in clause (b)). For return on average tangible common equity, the most directly comparable financial measure calculated in accordance with GAAP is return on average equity.

    We believe that this measure is important to many investors in the marketplace who are interested in the return on common equity, exclusive of the impact of core deposit intangibles. Goodwill and core deposit intangibles have the effect of increasing total stockholders’ equity while not increasing our tangible common equity. This measure is particularly relevant to acquisitive institutions that may have higher balances in goodwill and core deposit intangibles than non-acquisitive institutions.

    The following table reconciles, as of the dates set forth below, average tangible common equity to average common equity and net income available for common stockholders adjusted for amortization of core deposit intangibles, net of taxes to net income and presents our return on average tangible common equity:

        For the Quarter Ended   For the Nine Months Ended
        Sep 30, 2024   Jun 30, 2024   Mar 31, 2024   Dec 31, 2023   Sep 30, 2023   Sep 30, 2024   Sep 30, 2023
        (Dollars in thousands)
    Net income available for common stockholders adjusted for amortization of core deposit intangibles                            
    Net income   $ 31,001     $ 27,202     $ 24,156     $ 3,499     $ 32,621     $ 82,359     $ 104,762  
    Adjustments:                            
    Plus: Amortization of core deposit intangibles     2,438       2,438       2,438       2,438       2,438       7,314       7,314  
    Less: Tax benefit at the statutory rate     512       512       512       512       512       1,536       1,536  
    Net income available for common stockholders adjusted for amortization of core deposit intangibles   $ 32,927     $ 29,128     $ 26,082     $ 5,425     $ 34,547     $ 88,137     $ 110,540  
                                 
    Average Tangible Common Equity                            
    Total average stockholders’ equity   $ 1,583,401     $ 1,541,609     $ 1,533,868     $ 1,510,286     $ 1,508,170     $ 1,553,070     $ 1,498,573  
    Adjustments:                            
    Average goodwill     (404,452 )     (404,452 )     (404,452 )     (404,452 )     (404,452 )     (404,452 )     (404,452 )
    Average core deposit intangibles     (22,789 )     (25,218 )     (27,656 )     (30,093 )     (32,540 )     (25,212 )     (34,939 )
    Average tangible common equity   $ 1,156,160     $ 1,111,939     $ 1,101,760     $ 1,075,741     $ 1,071,178     $ 1,123,406     $ 1,059,182  
    Return on Average Tangible Common Equity (Annualized)     11.33 %     10.54 %     9.52 %     2.00 %     12.80 %     10.48 %     13.95 %
                                                             

    Operating Earnings, Pre-tax, Pre-provision Operating Earnings and performance metrics calculated using Operating Earnings and Pre-tax, Pre-provision Operating Earnings, including Diluted Operating Earnings per Share, Operating Return on Average Assets, Pre-tax, Pre-Provision Operating Return on Average Assets, Pre-tax, Pre-Provision Operating Return on Average Loans, Operating Return on Average Tangible Common Equity and Operating Efficiency Ratio. Operating earnings, pre-tax, pre-provision operating earnings and the performance metrics calculated using these metrics, listed below, are non-GAAP measures used by management to evaluate the Company’s financial performance. We calculate (a) operating earnings as net income plus severance payments, plus loss on sale of debt securities AFS, net, plus M&A expenses less tax impact of adjustments, plus nonrecurring tax adjustments. We calculate (b) diluted operating earnings per share as operating earnings as described in clause (a) divided by weighted average diluted shares outstanding. We calculate (c) pre-tax, pre-provision operating earnings as operating earnings as described in clause (a) plus provision for income taxes, plus provision (benefit) for credit losses and unfunded commitments. We calculate (d) pre-tax, pre-provision operating return on average assets as pre-tax, pre-provision operating earnings as described in clause (a) divided by total average assets. We calculate (e) operating return on average assets as operating earnings as described in clause (a) divided by total average assets. We calculate (f) operating return on average tangible common equity as operating earnings as described in clause (a), adjusted for the amortization of intangibles and tax benefit at the statutory rate, divided by total average tangible common equity (average stockholders’ equity less average goodwill and average core deposit intangibles, net of accumulated amortization). We calculate (g) operating efficiency ratio as noninterest expense plus adjustments to operating noninterest expense divided by noninterest income plus adjustments to operating noninterest income, plus net interest income.

    We believe that these measures and the operating metrics calculated utilizing these measures are important to management and many investors in the marketplace who are interested in understanding the ongoing operating performance of the Company and provide meaningful comparisons to its peers.

    The following tables reconcile, as of the dates set forth below, operating net income and pre-tax, pre-provision operating earnings and related metrics:

        For the Quarter Ended   For the Nine Months Ended
        Sep 30, 2024   Jun 30, 2024   Mar 31, 2024   Dec 31, 2023   Sep 30, 2023   Sep 30, 2024   Sep 30, 2023
        (Dollars in thousands, except per share data)
    Operating Earnings                            
    Net income   $ 31,001     $ 27,202     $ 24,156     $ 3,499     $ 32,621     $ 82,359     $ 104,762  
    Plus: Severance payments1     1,487       613                         2,100       1,950  
    Plus: Loss on sale of AFS securities, net                 6,304                   6,304       5,321  
    Plus: Equity method investment write-down                       29,417                    
    Plus: FDIC special assessment           134             768             134        
    Operating pre-tax income     32,488       27,949       30,460       33,684       32,621       90,897       112,033  
    Less: Tax impact of adjustments     307       166       1,323       2,059             1,796       1,544  
    Plus: Nonrecurring tax adjustments           527                         527        
    Operating earnings   $ 32,181     $ 28,310     $ 29,137     $ 31,625     $ 32,621     $ 89,628     $ 110,489  
                                 
    Weighted average diluted shares outstanding     54,932       54,823       54,842       54,691       54,597       54,866       54,563  
    Diluted EPS   $ 0.56     $ 0.50     $ 0.44     $ 0.06     $ 0.60     $ 1.50     $ 1.92  
    Diluted operating EPS   $ 0.59     $ 0.52     $ 0.53     $ 0.58     $ 0.60     $ 1.63     $ 2.02  

    1 Severance payments relate to certain restructurings made during the periods disclosed.

        For the Quarter Ended   For the Nine Months Ended
        Sep 30, 2024   Jun 30, 2024   Mar 31, 2024   Dec 31, 2023   Sep 30, 2023   Sep 30, 2024   Sep 30, 2023
        (Dollars in thousands)
    Pre-Tax, Pre-Provision Operating Earnings                            
    Net income   $ 31,001     $ 27,202     $ 24,156     $ 3,499     $ 32,621     $ 82,359     $ 104,762  
    Plus: Provision for income taxes     8,067       8,221       7,237       6,004       9,282       23,525       30,019  
    Plus: Provision for credit losses and unfunded commitments     4,000       8,250       5,959       8,000       7,718       18,209       32,471  
    Plus: Severance payments     1,487       613                         2,100       1,950  
    Plus: Loss on sale of AFS securities, net                 6,304                   6,304       5,321  
    Plus: Equity method investment write-down                       29,417                    
    Plus: FDIC special assessment           134             768             134        
    Pre-tax, pre-provision operating earnings   $ 44,555     $ 44,420     $ 43,656     $ 47,688     $ 49,621     $ 132,631     $ 174,523  
                                 
    Average total assets   $ 12,861,918     $ 12,578,706     $ 12,336,042     $ 12,306,634     $ 12,259,062     $ 12,593,206     $ 12,274,697  
    Pre-tax, pre-provision operating return on average assets1     1.38 %     1.42 %     1.42 %     1.54 %     1.61 %     1.41 %     1.90 %
                                 
    Average loans   $ 9,661,774     $ 9,765,428     $ 9,563,372     $ 9,581,784     $ 9,625,005     $ 9,663,518     $ 9,594,996  
    Pre-tax, pre-provision operating return on average loans1     1.83 %     1.83 %     1.84 %     1.97 %     2.05 %     1.83 %     2.43 %
                                 
    Average total assets   $ 12,861,918     $ 12,578,706     $ 12,336,042     $ 12,306,634     $ 12,259,062     $ 12,593,206     $ 12,274,697  
    Return on average assets1     0.96 %     0.87 %     0.79 %     0.11 %     1.06 %     0.87 %     1.14 %
    Operating return on average assets1     1.00       0.91       0.95       1.02       1.06       0.95       1.20  
                                 
    Operating earnings adjusted for amortization of core deposit intangibles                            
    Operating earnings   $ 32,181     $ 28,310     $ 29,137     $ 31,625     $ 32,621     $ 89,628     $ 110,489  
    Adjustments:                            
    Plus: Amortization of core deposit intangibles     2,438       2,438       2,438       2,438       2,438       7,314       7,314  
    Less: Tax benefit at the statutory rate     512       512       512       512       512       1,536       1,536  
    Operating earnings adjusted for amortization of core deposit intangibles   $ 34,107     $ 30,236     $ 31,063     $ 33,551     $ 34,547     $ 95,406     $ 116,267  
                                 
    Average Tangible Common Equity                            
    Total average stockholders’ equity   $ 1,583,401     $ 1,541,609     $ 1,533,868     $ 1,510,286     $ 1,508,170     $ 1,553,070     $ 1,498,573  
    Adjustments:                            
    Less: Average goodwill     (404,452 )     (404,452 )     (404,452 )     (404,452 )     (404,452 )     (404,452 )     (404,452 )
    Less: Average core deposit intangibles     (22,789 )     (25,218 )     (27,656 )     (30,093 )     (32,540 )     (25,212 )     (34,939 )
    Average tangible common equity   $ 1,156,160     $ 1,111,939     $ 1,101,760     $ 1,075,741     $ 1,071,178     $ 1,123,406     $ 1,059,182  
    Operating return on average tangible common equity1     11.74 %     10.94 %     11.34 %     12.37 %     12.80 %     11.34 %     14.68 %
                                 
    Efficiency ratio     61.94 %     59.11 %     62.45 %     77.49 %     54.49 %     61.15 %     50.88 %
    Operating efficiency ratio                            
    Net interest income   $ 100,062     $ 96,236     $ 92,806     $ 95,533     $ 99,361     $ 289,104     $ 303,581  
    Noninterest income     13,106       10,578       6,662       (17,792 )     9,674       30,346       36,897  
    Plus: Loss on sale of AFS securities, net                 6,304                   6,304       5,321  
    Plus: Equity method investment write-down                       29,417                    
    Operating noninterest income     13,106       10,578       12,966       11,625       9,674       36,650       42,218  
    Noninterest expense     70,100       63,141       62,116       60,238       59,414       195,357       173,226  
    Less: FDIC special assessment           134             768             134        
    Less: Severance payments     1,487       613                         2,100       1,950  
    Operating noninterest expense   $ 68,613     $ 62,394     $ 62,116     $ 59,470     $ 59,414     $ 193,123     $ 171,276  
    Operating efficiency ratio     60.63 %     58.41 %     58.73 %     55.50 %     54.49 %     59.28 %     49.53 %

    1 Annualized ratio for quarterly metrics.

    The MIL Network

  • MIL-OSI: First Busey Corporation Announces 2024 Third Quarter Earnings

    Source: GlobeNewswire (MIL-OSI)

    CHAMPAIGN, Ill., Oct. 22, 2024 (GLOBE NEWSWIRE) — First Busey Corporation (Nasdaq: BUSE)

     Net Income of $32.0 million
    Diluted EPS of $0.55


    THIRD QUARTER 2024 HIGHLIGHTS

    • Adjusted net income1 of $33.5 million, or $0.58 per diluted common share
    • Noninterest income of $36.0 million, or 30.5% of operating revenue1
    • Record high quarterly revenue for the Wealth Management operating segment
    • Tangible book value per common share1 of $18.19 at September 30, 2024, compared to $16.97 at June 30, 2024, and $15.07 at September 30, 2023, a year-over-year increase of 20.7%
    • Tangible common equity1 increased to 8.96% of tangible assets at September 30, 2024, compared to 8.36% at June 30, 2024, and 7.06% at September 30, 2023
    • Announced transformative partnership with CrossFirst Bankshares

    For additional information, please refer to the 3Q24 Earnings Investor Presentation.

    MESSAGE FROM OUR CHAIRMAN & CEO

    Third Quarter Financial Results

    Net income for First Busey Corporation (“Busey,” “Company,” “we,” “us,” or “our”) was $32.0 million for the third quarter of 2024, or $0.55 per diluted common share, compared to $27.4 million, or $0.47 per diluted common share, for the second quarter of 2024, and $30.7 million, or $0.54 per diluted common share, for the third quarter of 2023. Adjusted net income1, which excludes the impact of acquisition and restructuring expenses, was $33.5 million, or $0.58 per diluted common share, for the third quarter of 2024, compared to $29.0 million, or $0.50 per diluted common share, for the second quarter of 2024 and $30.7 million or $0.55 per diluted common share for the third quarter of 2023. Annualized return on average assets and annualized return on average tangible common equity1 were 1.06% and 12.80%, respectively, for the third quarter of 2024. Annualized adjusted return on average assets1 and annualized adjusted return on average tangible common equity1 were 1.11% and 13.41%, respectively, for the third quarter of 2024.

    Third quarter results included $0.8 million in net securities gains, nearly all of which were unrealized, as well as immaterial follow-on adjustments from the mortgage servicing rights sale previously announced in the first quarter of 2024. Excluding these items, adjusted noninterest income1 was $35.1 million, or 29.9% of operating revenue1, during the third quarter of 2024, compared to $33.9 million, or 29.1% of operating revenue, for the second quarter of 2024 and $31.3 million, or 28.7% of operating revenue, for the third quarter of 2023. Further adjusted net income1 was $32.9 million for the third quarter of 2024 with these items excluded, equating to further adjusted earnings1 of $0.57 per diluted common share.

    Pre-provision net revenue1 was $41.7 million for the third quarter of 2024, compared to $41.1 million for the second quarter of 2024 and $38.1 million for the third quarter of 2023. Pre-provision net revenue to average assets1 was 1.38% for the third quarter of 2024, compared to 1.37% for the second quarter of 2024, and 1.24% for the third quarter of 2023. Adjusted pre-provision net revenue1 was $44.1 million for the third quarter of 2024, compared to $42.6 million for the second quarter of 2024 and $40.5 million for the third quarter of 2023. Adjusted pre-provision net revenue to average assets1 was 1.46% for the third quarter of 2024, compared to 1.42% for the second quarter of 2024 and 1.32% for the third quarter of 2023.

    Our fee-based businesses continue to add revenue diversification. Total noninterest income was $36.0 million for the third quarter of 2024, compared to $33.8 million for the second quarter of 2024 and $31.0 million for the third quarter of 2023. Busey’s Wealth Management and FirsTech operating segments contributed $16.2 million and $5.6 million, respectively, to our noninterest income for the third quarter of 2024, representing 60.4% of noninterest income on a combined basis.

    Busey views certain non-operating items, including acquisition-related expenses and restructuring charges, as adjustments to net income reported under U.S. generally accepted accounting principles (“GAAP”). Non-operating pretax adjustments for acquisition and restructuring expenses1 were $1.9 million in the third quarter of 2024. Busey believes that its non-GAAP measures (which are identified with the endnote labeled as 1) facilitate the assessment of its financial results and peer comparability. For more information and a reconciliation of these non-GAAP measures in tabular form, see Non-GAAP Financial Information.

    We remain deliberate in our efforts to prudently manage our expense base and operating efficiency given the economic outlook. Noninterest expense was $75.9 million in the third quarter of 2024, compared to $75.5 million in the second quarter of 2024 and $70.9 million in the third quarter of 2023. Adjusted core expense1, which excludes the amortization of intangible assets and new markets tax credits, acquisition and restructuring expenses, and the provision for unfunded commitments, was $71.0 million in the third quarter of 2024, compared to $71.1 million in the second quarter of 2024 and $66.0 million in the third quarter of 2023. The year-over-year comparable period growth in adjusted core expense can be attributed primarily to the acquisition of M&M and general inflationary pressures on compensation and benefits and to a lesser extent certain other expense categories.

    Quarterly pre-tax expense synergies resulting from our acquisition of Merchants and Manufacturers Bank Corporation (the “M&M acquisition”) are anticipated to be $1.6 million to $1.7 million per quarter when fully realized. Quarterly run-rate savings are projected to be achieved by the first quarter of 2025. During the third quarter of 2024, we achieved approximately 79% of the full quarterly savings. We expect to continue to prudently manage our expenses and to realize increased rates of M&M acquisition synergies during the final quarter of 2024.

    Planned Partnership with CrossFirst

    On August 26, 2024, Busey and CrossFirst Bankshares, Inc. (“CrossFirst”) entered into an agreement and plan of merger (the “merger agreement”) pursuant to which CrossFirst will merge with and into Busey (the “merger”) and CrossFirst’s wholly-owned subsidiary, CrossFirst Bank, will merge with and into Busey Bank. This partnership will create a premier commercial bank in the Midwest, Southwest, and Florida, with 77 full-service locations across 10 states—Arizona, Colorado, Florida, Illinois, Indiana, Kansas, Missouri, New Mexico, Oklahoma, and Texas—and approximately $20 billion in combined assets, $17 billion in total deposits, $15 billion in total loans, and $14 billion in wealth assets under care.

    Under the terms of the merger agreement, CrossFirst stockholders will have the right to receive for each share of CrossFirst common stock 0.6675 of a share of Busey’s common stock. Upon completion of the transaction, Busey’s stockholders will own approximately 63.5% of the combined company and CrossFirst’s stockholders will own approximately 36.5% of the combined company, on a fully-diluted basis. Busey common stock will continue to trade on the Nasdaq under the “BUSE” stock ticker symbol.

    Completion of the merger is subject to customary closing conditions, including the approval of both Busey and CrossFirst stockholders and the regulatory approvals for the merger and the bank merger. With approvals, the parties expect to close the merger in the first or second quarter of 2025. The combined holding company will continue to operate under the First Busey Corporation name and the combined bank will operate under the Busey Bank name. It is anticipated that CrossFirst Bank will merge with and into Busey Bank in mid-2025. At the time of the bank merger, CrossFirst Bank locations will become banking centers of Busey Bank. In connection with the merger, Busey incurred one-time pretax acquisition-related expenses of $1.3 million during the third quarter of 2024.

    For further details on the merger, see Busey’s Current Report on Form 8‑K announcing the merger, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 27, 2024.

    Busey’s Conservative Banking Strategy

    Busey’s financial strength is built on a long-term conservative operating approach. That focus will not change now or in the future.

    The quality of our core deposit franchise is a critical value driver of our institution. Our granular deposit base continues to position us well, with core deposits1 representing 96.5% of our deposits as of September 30, 2024. Our retail deposit base was comprised of more than 253,000 accounts with an average balance of $22 thousand and an average tenure of 16.7 years as of September 30, 2024. Our commercial deposit base was comprised of more than 33,000 accounts with an average balance of $97 thousand and an average tenure of 12.6 years as of September 30, 2024. We estimate that 29% of our deposits were uninsured and uncollateralized2 as of September 30, 2024, and we have sufficient on- and off-balance sheet liquidity to manage deposit fluctuations and the liquidity needs of our customers.

    Asset quality remains strong by both Busey’s historical and current industry trends. Non-performing assets decreased to $8.3 million during the third quarter of 2024, representing 0.07% of total assets. Busey’s results for the third quarter of 2024 include an insignificant provision expense for credit losses and a $0.4 million provision expense for unfunded commitments. The allowance for credit losses was $85.0 million as of September 30, 2024, representing 1.09% of total portfolio loans outstanding, and providing coverage of 10.34 times our non-performing loan balance. Busey recorded net charge-offs of $0.2 million in the third quarter of 2024. As of September 30, 2024, our commercial real estate loan portfolio of investor-owned office properties within Central Business District3 areas was minimal at $2.1 million. Our credit performance continues to reflect our highly diversified, conservatively underwritten loan portfolio, which has been originated predominantly to established customers with tenured relationships with our company.

    The strength of our balance sheet is also reflected in our capital foundation. In the third quarter of 2024, our Common Equity Tier 1 ratio4 was 13.78% and our Total Capital to Risk Weighted Assets ratio4 was 18.19%. Our regulatory capital ratios continue to provide a buffer of more than $580 million above levels required to be designated well-capitalized. Our Tangible Common Equity ratio1 increased to 8.96% during the third quarter of 2024, compared to 8.36% for the second quarter of 2024 and 7.06% for the third quarter of 2023. Busey’s tangible book value per common share1 increased to $18.19 at September 30, 2024, from $16.97 at June 30, 2024, and $15.07 at September 30, 2023, reflecting a 20.7% year-over-year increase. During the third quarter of 2024, we paid a common share dividend of $0.24.

    Community Banking

    In July 2024—based on their community involvement and academic achievements—Busey awarded 10 deserving students from across Busey’s footprint in Illinois, Missouri, Florida, and Indiana, a $2,500 scholarship to support their continuing education and bright futures. With 70 applications received, and a record number of eligible applicants, the students with the top scores, as determined by Busey’s Scholarship Committee, averaged a 4.16 GPA. Since the inception of the Busey Bank Bridge Scholarship program in 2022, Busey has awarded 30 scholarships to deserving students for a total $75,000. Full details on the scholarship’s eligibility criteria and application process can be found at https://www.busey.com/busey/busey-bank-bridge-scholarship.

    As we build upon Busey’s forward momentum and our strategic growth plans, we are grateful for the opportunities to consistently earn the business of our customers, based on the contributions of our talented associates and the continued support of our loyal shareholders. With our strong capital position, an attractive core funding base, and a sound credit foundation, we remain confident that we are well positioned as we move into the final quarter of 2024 and into 2025. We are mindful of the evolving economic outlook and remain focused on balance sheet strength, profitability, and growth, in that order. The pending CrossFirst transaction fits with our acquisition strategy and we are excited to welcome our CrossFirst colleagues into the Busey family.

        Van A. Dukeman
        Chairman and Chief Executive Officer
        First Busey Corporation
     
    SELECTED FINANCIAL HIGHLIGHTS (unaudited)
    (dollars in thousands, except per share amounts)
                       
      Three Months Ended   Nine Months Ended
      September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      September 30,
    2024
      September 30,
    2023
    EARNINGS & PER SHARE AMOUNTS                  
    Net income $ 32,004     $ 27,357     $ 30,666     $ 85,586     $ 96,816  
    Diluted earnings per common share   0.55       0.47       0.54       1.49       1.72  
    Cash dividends paid per share   0.24       0.24       0.24       0.72       0.72  
    Pre-provision net revenue1, 2   41,744       41,051       38,139       129,168       125,593  
    Operating revenue2   117,688       116,311       109,084       343,676       336,146  
                       
    Net income by operating segment:                  
    Banking   33,221       26,697       31,189       86,410       98,689  
    FirsTech   (61 )     28       317       53       505  
    Wealth Management   5,618       5,561       4,781       16,177       14,571  
                       
    AVERAGE BALANCES                  
    Cash and cash equivalents $ 502,127     $ 346,381     $ 252,730     $ 480,979     $ 237,370  
    Investment securities   2,666,269       2,737,313       3,148,759       2,769,862       3,254,054  
    Loans held for sale   11,539       9,353       2,267       8,585       1,955  
    Portfolio loans   7,869,798       8,010,636       7,834,285       7,826,741       7,767,378  
    Interest-earning assets   10,936,611       10,993,907       11,118,167       10,976,660       11,142,780  
    Total assets   12,007,702       12,089,692       12,202,783       12,040,414       12,225,232  
                       
    Noninterest-bearing deposits   2,706,858       2,816,293       2,925,244       2,743,777       3,082,884  
    Interest-bearing deposits   7,296,921       7,251,582       7,217,463       7,292,884       6,886,277  
    Total deposits   10,003,779       10,067,875       10,142,707       10,036,661       9,969,161  
                       
    Federal funds purchased and securities sold under agreements to repurchase   132,688       144,370       190,112       151,835       207,014  
    Interest-bearing liabilities   7,731,459       7,725,832       7,864,355       7,762,867       7,748,218  
    Total liabilities   10,643,325       10,757,877       10,994,376       10,716,295       11,029,374  
    Stockholders’ equity – common   1,364,377       1,331,815       1,208,407       1,324,119       1,195,858  
    Tangible common equity2   994,657       955,591       850,382       957,788       835,204  
                       
    PERFORMANCE RATIOS                  
    Pre-provision net revenue to average assets1, 2, 3   1.38 %     1.37 %     1.24 %     1.43 %     1.37 %
    Return on average assets3   1.06 %     0.91 %     1.00 %     0.95 %     1.06 %
    Return on average common equity3   9.33 %     8.26 %     10.07 %     8.63 %     10.82 %
    Return on average tangible common equity2, 3   12.80 %     11.51 %     14.31 %     11.94 %     15.50 %
    Net interest margin2, 4   3.02 %     3.03 %     2.80 %     2.94 %     2.93 %
    Efficiency ratio2   62.15 %     62.32 %     62.38 %     60.87 %     59.97 %
    Adjusted noninterest income to operating revenue2   29.86 %     29.13 %     28.69 %     29.95 %     27.91 %
                       
    NON-GAAP FINANCIAL INFORMATION                  
    Adjusted pre-provision net revenue1, 2 $ 44,104     $ 42,617     $ 40,491     $ 125,359     $ 132,067  
    Adjusted net income2   33,533       29,016       30,730       89,080       96,889  
    Adjusted diluted earnings per share2   0.58       0.50       0.55       1.55       1.72  
    Adjusted pre-provision net revenue to average assets2, 3   1.46 %     1.42 %     1.32 %     1.39 %     1.44 %
    Adjusted return on average assets2, 3   1.11 %     0.97 %     1.00 %     0.99 %     1.06 %
    Adjusted return on average tangible common equity2, 3   13.41 %     12.21 %     14.34 %     12.42 %     15.51 %
    Adjusted net interest margin2, 4   2.97 %     3.00 %     2.79 %     2.92 %     2.91 %
    Adjusted efficiency ratio2   60.50 %     60.57 %     62.31 %     60.91 %     59.95 %

    ___________________________________________

    1. Net interest income plus noninterest income, excluding securities gains and losses, less noninterest expense.
    2. See Non-GAAP Financial Information for reconciliation.
    3. For quarterly periods, measures are annualized.
    4. On a tax-equivalent basis, assuming a federal income tax rate of 21%.
     
    CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
    (dollars in thousands, except per share amounts)
     
      As of
      September 30,
    2024
      June 30,
    2024
      September 30,
    2023
    ASSETS          
    Cash and cash equivalents $ 553,709     $ 285,269     $ 337,919  
    Debt securities available for sale   1,818,117       1,829,896       2,182,841  
    Debt securities held to maturity   838,883       851,261       882,614  
    Equity securities   10,315       9,618       8,782  
    Loans held for sale   11,523       11,286       3,051  
               
    Commercial loans   5,631,281       5,799,214       5,824,800  
    Retail real estate and retail other loans   2,177,816       2,199,698       2,031,360  
    Portfolio loans   7,809,097       7,998,912       7,856,160  
               
    Allowance for credit losses   (84,981 )     (85,226 )     (91,710 )
    Premises and equipment   120,279       121,647       122,538  
    Right of use asset   11,100       11,137       11,500  
    Goodwill and other intangible assets, net   368,249       370,580       356,343  
    Other assets   530,548       567,036       588,212  
    Total assets $ 11,986,839     $ 11,971,416     $ 12,258,250  
               
    LIABILITIES & STOCKHOLDERS’ EQUITY          
    Liabilities          
    Deposits:          
    Noninterest-bearing deposits $ 2,683,543     $ 2,832,776     $ 2,918,574  
    Interest-bearing checking, savings, and money market deposits   5,739,773       5,619,470       5,747,136  
    Time deposits   1,519,925       1,523,889       1,666,652  
    Total deposits   9,943,241       9,976,135       10,332,362  
               
    Securities sold under agreements to repurchase   128,429       140,283       183,702  
    Short-term borrowings               12,000  
    Long-term debt   227,482       227,245       243,666  
    Junior subordinated debt owed to unconsolidated trusts   74,754       74,693       71,946  
    Lease liability   11,470       11,469       11,783  
    Other liabilities   198,579       207,781       212,633  
    Total liabilities   10,583,955       10,637,606       11,068,092  
               
    Stockholders’ equity          
    Retained earnings   279,868       261,820       224,698  
    Accumulated other comprehensive income (loss)   (170,913 )     (220,326 )     (290,730 )
    Other1   1,293,929       1,292,316       1,256,190  
    Total stockholders’ equity   1,402,884       1,333,810       1,190,158  
    Total liabilities & stockholders’ equity $ 11,986,839     $ 11,971,416     $ 12,258,250  
               
    SHARE AND PER SHARE AMOUNTS          
    Book value per common share $ 24.67     $ 23.50     $ 21.51  
    Tangible book value per common share2 $ 18.19     $ 16.97     $ 15.07  
    Ending number of common shares outstanding   56,872,241       56,746,937       55,342,017  

    ___________________________________________

    1. Net balance of common stock ($0.001 par value), additional paid-in capital, and treasury stock.
    2. See Non-GAAP Financial Information for reconciliation.
     
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
    (dollars in thousands, except per share amounts)
                       
      Three Months Ended   Nine Months Ended
      September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      September 30,
    2024
      September 30,
    2023
    INTEREST INCOME                  
    Interest and fees on loans $ 111,336     $ 109,641     $ 99,844     $ 320,302     $ 284,423  
    Interest and dividends on investment securities   18,072       19,173       21,234       57,182       62,360  
    Other interest income   5,092       3,027       1,591       14,590       3,890  
    Total interest income $ 134,500     $ 131,841     $ 122,669     $ 392,074     $ 350,673  
                       
    INTEREST EXPENSE                  
    Deposits $ 46,634     $ 43,709     $ 37,068     $ 134,311     $ 78,576  
    Federal funds purchased and securities sold under agreements to repurchase   981       1,040       1,327       3,393       3,772  
    Short-term borrowings   26       418       1,964       676       12,527  
    Long-term debt   3,181       3,181       3,528       9,767       10,631  
    Junior subordinated debt owed to unconsolidated trusts   1,137       1,059       991       3,185       2,849  
    Total interest expense $ 51,959     $ 49,407     $ 44,878     $ 151,332     $ 108,355  
                       
    Net interest income $ 82,541     $ 82,434     $ 77,791     $ 240,742     $ 242,318  
    Provision for credit losses   2       2,277       364       7,317       1,944  
    Net interest income after provision for credit losses $ 82,539     $ 80,157     $ 77,427     $ 233,425     $ 240,374  
                       
    NONINTEREST INCOME                  
    Wealth management fees $ 15,378     $ 15,917     $ 14,235     $ 46,844     $ 43,594  
    Fees for customer services   8,168       7,798       7,502       23,022       21,560  
    Payment technology solutions   5,265       5,915       5,226       16,889       15,772  
    Mortgage revenue   355       478       311       1,579       871  
    Income on bank owned life insurance   1,189       1,442       1,001       4,050       3,682  
    Realized net gains (losses) on the sale of mortgage servicing rights   (18 )     277             7,724        
    Net securities gains (losses)   822       (353 )     (285 )     (5,906 )     (2,960 )
    Other noninterest income   4,792       2,327       3,018       10,550       8,349  
    Total noninterest income $ 35,951     $ 33,801     $ 31,008     $ 104,752     $ 90,868  
                       
    NONINTEREST EXPENSE                  
    Salaries, wages, and employee benefits $ 44,593     $ 43,478     $ 39,677     $ 130,161     $ 119,867  
    Data processing expense   6,910       7,100       5,930       20,560       17,472  
    Net occupancy expense of premises   4,633       4,590       4,594       13,943       13,896  
    Furniture and equipment expense   1,647       1,695       1,638       5,155       5,065  
    Professional fees   3,118       2,495       1,542       7,866       4,573  
    Amortization of intangible assets   2,548       2,629       2,555       7,586       7,953  
    Interchange expense   1,352       1,733       1,786       4,696       5,509  
    FDIC insurance   1,413       1,460       1,475       4,273       4,483  
    Other noninterest expense   9,712       10,357       11,748       27,992       31,735  
    Total noninterest expense $ 75,926     $ 75,537     $ 70,945     $ 222,232     $ 210,553  
                       
    Income before income taxes $ 42,564     $ 38,421     $ 37,490     $ 115,945     $ 120,689  
    Income taxes   10,560       11,064       6,824       30,359       23,873  
    Net income $ 32,004     $ 27,357     $ 30,666     $ 85,586     $ 96,816  
                       
    SHARE AND PER SHARE AMOUNTS                  
    Basic earnings per common share $ 0.56     $ 0.48     $ 0.55     $ 1.52     $ 1.75  
    Diluted earnings per common share $ 0.55     $ 0.47     $ 0.54     $ 1.49     $ 1.72  
    Average common shares outstanding   57,033,359       56,919,025       55,486,700       56,458,430       55,441,980  
    Diluted average common shares outstanding   57,967,848       57,853,231       56,315,492       57,411,299       56,230,624  
                                           

    BALANCE SHEET STRENGTH

    Our balance sheet remains a source of strength. Total assets were $11.99 billion as of September 30, 2024, compared to $11.97 billion as of June 30, 2024, and $12.26 billion as of September 30, 2023.

    We remain steadfast in our conservative approach to underwriting and disciplined approach to pricing, particularly given our outlook for the economy in the coming quarters, and this approach has impacted loan growth as predicted. Portfolio loans totaled $7.81 billion at September 30, 2024, compared to $8.00 billion at June 30, 2024, and $7.86 billion at September 30, 2023.

    Average portfolio loans were $7.87 billion for the third quarter of 2024, compared to $8.01 billion for the second quarter of 2024 and $7.83 billion for the third quarter of 2023. Average interest-earning assets were $10.94 billion for the third quarter of 2024, compared to $10.99 billion for the second quarter of 2024, and $11.12 billion for the third quarter of 2023.

    Total deposits were $9.94 billion at September 30, 2024, compared to $9.98 billion at June 30, 2024, and $10.33 billion at September 30, 2023. Average deposits were $10.00 billion for the third quarter of 2024, compared to $10.07 billion for the second quarter of 2024 and $10.14 billion for the third quarter of 2023. Deposit fluctuations over the last several quarters were driven by a number of elements, including (1) seasonal factors, including ordinary course public fund flows and fluctuations in the normal course of business operations of certain core commercial customers, (2) the macroeconomic environment, including prevailing interest rates and inflationary pressures, (3) depositors moving some funds to accounts at competitors offering above-market rates, and (4) deposits moving within the Busey ecosystem between deposit accounts and our wealth management group. Core deposits1 accounted for 96.5% of total deposits as of September 30, 2024. Cost of deposits was 1.85% in the third quarter of 2024, which represents an increase of 10 basis points from the second quarter of 2024. Excluding time deposits, Busey’s cost of deposits was 1.50% in the third quarter of 2024, an increase of 14 basis points from the second quarter of 2024. Non-maturity deposit cost of funds has increased as Busey Bank continues to offer savings account specials to customers with larger account balances, with the intention of migrating maturing CDs to these managed rate products. Pressure on non-interest bearing deposits along with some elevated balances of higher rate seasonal business and public funds accounts also contributed to increases in overall deposit funding cost during the quarter. Spot rates on total deposit costs, including noninterest bearing deposits, increased by 5 basis points from 1.75% at June 30, 2024, to 1.80% at September 30, 2024. Spot rates on interest bearing deposits increased by 1 basis point from 2.45% at June 30, 2024 to 2.46% at September 30, 2024.

    There were no short term borrowings as of September 30 or June 30, 2024, compared to $12.0 million at September 30, 2023. We had no borrowings from the Federal Home Loan Bank (“FHLB”) at the end of the third quarter of 2024, the second quarter of 2024, or the third quarter of 2023. We have sufficient on- and off-balance sheet liquidity5 to manage deposit fluctuations and the liquidity needs of our customers. As of September 30, 2024, our available sources of on- and off-balance sheet liquidity totaled $6.37 billion. We have executed various deposit campaigns to attract term funding and savings accounts at a lower rate than our marginal cost of funds. New certificate of deposit production in the third quarter of 2024 had a weighted average term of 8.1 months at a rate of 4.18%, 67 basis points below our average marginal wholesale equivalent-term funding cost during the quarter. Furthermore, our balance sheet liquidity profile continues to be aided by the cash flows we expect from our relatively short-duration securities portfolio. Those cash flows were approximately $81.1 million in the third quarter of 2024. For the remainder of 2024, cash flows from our securities portfolio are expected to be approximately $97.1 million with a current book yield of 2.18%.

    ASSET QUALITY

    Credit quality continues to be strong. Loans 30-89 days past due totaled $10.1 million as of September 30, 2024, compared to $23.5 million as of June 30, 2024, and $5.9 million as of September 30, 2023. The decrease in loans that were 30-89 days past due is primarily attributable to a single commercial real estate loan in the second quarter that is no longer past due as of September 30, 2024. Non-performing loans were $8.2 million as of September 30, 2024, compared to $9.1 million as of June 30, 2024, and $12.0 million as of September 30, 2023. Continued disciplined credit management resulted in non-performing loans as a percentage of portfolio loans of 0.11% as of both September 30, 2024, and June 30, 2024, and 0.15% as of September 30, 2023. Non-performing assets were 0.07% of total assets for the third quarter of 2024, compared to 0.08% for the second quarter of 2024 and 0.10% for the third quarter of 2023. Our total classified assets were $89.0 million at September 30, 2024, compared to $95.8 million at June 30, 2024, and $59.6 million at September 30, 2023. Our ratio of classified assets to estimated bank Tier 1 capital4 and reserves remains low by historical standards, at 5.9% as of September 30, 2024, compared to 6.4% as of June 30, 2024, and 4.1% as of September 30, 2023.

    Net charge-offs were $0.2 million for the third quarter of 2024, compared to $9.9 million for the second quarter of 2024, and $0.3 million for the third quarter of 2023. Charge-offs in the second quarter of 2024 were primarily in connection with a single commercial and industrial credit relationship that also experienced a partial charge-off during the first quarter of 2024. The allowance as a percentage of portfolio loans was 1.09% as of September 30, 2024, compared to 1.07% as of June 30, 2024, and 1.17% as of September 30, 2023. The ratio was impacted in 2024 by the acquisition of M&M’s Life Equity Loan® portfolio, as Busey did not record an allowance for credit loss for these loans due to no expected credit loss at default, as permitted under the practical expedient provided within the Accounting Standards Codification 326-20-35-6. The allowance coverage for non-performing loans was 10.34 times as of September 30, 2024, compared to 9.36 times as of June 30, 2024, and 7.64 times as of September 30, 2023.

    Busey maintains a well-diversified loan portfolio and, as a matter of policy and practice, limits concentration exposure in any particular loan segment.

     
    ASSET QUALITY (unaudited)
    (dollars in thousands)
               
      As of
      September 30,
    2024
      June 30,
    2024
      September 30,
    2023
    Total assets $ 11,986,839     $ 11,971,416     $ 12,258,250  
    Portfolio loans   7,809,097       7,998,912       7,856,160  
    Loans 30 – 89 days past due   10,141       23,463       5,934  
    Non-performing loans:          
    Non-accrual loans   8,192       8,393       11,298  
    Loans 90+ days past due and still accruing   25       712       709  
    Non-performing loans $ 8,217     $ 9,105     $ 12,007  
    Non-performing loans, segregated by geography:          
    Illinois / Indiana $ 3,981     $ 5,793     $ 7,951  
    Missouri   3,530       3,089       3,747  
    Florida   706       222       309  
    Other non-performing assets   64       90       96  
    Non-performing assets $ 8,281     $ 9,195     $ 12,103  
               
    Allowance for credit losses $ 84,981     $ 85,226     $ 91,710  
               
    RATIOS          
    Non-performing loans to portfolio loans   0.11 %     0.11 %     0.15 %
    Non-performing assets to total assets   0.07 %     0.08 %     0.10 %
    Non-performing assets to portfolio loans and other non-performing assets   0.11 %     0.11 %     0.15 %
    Allowance for credit losses to portfolio loans   1.09 %     1.07 %     1.17 %
    Coverage ratio of the allowance for credit losses to non-performing loans 10.34 x   9.36 x   7.64 x
    NET CHARGE-OFFS (RECOVERIES) AND PROVISION EXPENSE (RELEASE) (unaudited)
    (dollars in thousands)
                       
      Three Months Ended   Nine Months Ended
      September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      September 30,
    2024
      September 30,
    2023
    Net charge-offs (recoveries) $ 247     $ 9,856     $ 293     $ 15,319     $ 1,842  
    Provision expense (release)   2       2,277       364       7,317       1,944  
                                           

    NET INTEREST MARGIN AND NET INTEREST INCOME

    Net interest margin1 was 3.02% for the third quarter of 2024, compared to 3.03% for the second quarter of 2024 and 2.80% for the third quarter of 2023. Excluding purchase accounting accretion, adjusted net interest margin1 was 2.97% for the third quarter of 2024, compared to 3.00% in the second quarter of 2024 and 2.79% in the third quarter of 2023. Net interest income was $82.5 million in the third quarter of 2024, compared to $82.4 million in the second quarter of 2024 and $77.8 million in the third quarter of 2023.

    After raising federal funds rates by a total of 525 basis points between March 2022 and July 2023, the Federal Open Market Committee (“FOMC”) lowered rates by 50 basis points in September 2024. In anticipation of the FOMC pivot to an easing cycle, we limited our exposure to term funding structures and intentionally priced savings specials to encourage maturing CD balances to migrate to managed rate non-maturity products. During September we began lowering rates on special priced deposit accounts and other managed rate products to benefit from the FOMC rate cuts. In addition, approximately 6% of our deposit portfolio is indexed and immediately repriced with the rate cuts by the FOMC. With our short duration CD balances comprising only 15% of the deposit funding base, we also have the ability to quickly reprice the book at lower market rates. We continue to offer CD specials with shorter term structures as well as offering attractive premium savings rates to encourage rotation of maturing CD deposits into nimble pricing products. Components of the 1 basis point decrease in net interest margin1 during the third quarter of 2024 include:

    • Increased cash and securities portfolio yield contributed +3 basis points
    • Increased loan portfolio and held for sale loan yields contributed +2 basis points
    • Increased purchase accounting contributed +2 basis points
    • Reduced borrowing expense +2 basis points
    • Reduced time deposit funding costs contributed +1 basis point
    • Increased non-maturity deposit funding costs contributed -11 basis points

    Based on our most recent Asset Liability Management Committee (“ALCO”) model, a +100 basis point parallel rate shock is expected to increase net interest income by 2.1% over the subsequent twelve-month period. Busey continues to evaluate off-balance sheet hedging and balance sheet restructuring strategies as well as embedding rate protection in our asset originations to provide stabilization to net interest income in lower rate environments. Time deposit and savings specials have provided funding flows, and we had excess earning cash during the third quarter of 2024. Since the onset of the current FOMC tightening cycle that began in the first quarter of 2022, our cumulative interest-bearing non-maturity deposit beta peaked at 41%. Our total deposit beta for the completed tightening cycle was 34%. Deposit betas were calculated based on an average federal funds rate of 5.43% during the third quarter of 2024. The average federal funds rate decreased by 7 basis points compared to the average rate of 5.50% in the second quarter of 2024.

    NONINTEREST INCOME

    Noninterest income was $36.0 million for the third quarter of 2024, as compared to $33.8 million for the second quarter of 2024 and $31.0 million for the third quarter of 2023. Excluding the impact of net securities gains and losses and immaterial follow-on adjustments from the previously announced mortgage servicing rights sale, adjusted noninterest income1 was $35.1 million, or 29.9% of operating revenue1, during the third quarter of 2024, $33.9 million, or 29.1% of operating revenue, for the second quarter of 2024, and $31.3 million, or 28.7% of operating revenue, for the third quarter of 2023.

    Consolidated wealth management fees were $15.4 million for the third quarter of 2024, compared to $15.9 million for the second quarter of 2024 and $14.2 million for the third quarter of 2023. Wealth management fees for the third quarter of 2024 declined by 3.4% compared to the second quarter of 2024 primarily based on seasonal tax preparation fees. On a segment basis, Wealth Management generated $16.2 million in revenue during the third quarter of 2024, a 12.7% increase over revenue of $14.4 million for the third quarter of 2023. Approximately $0.8 million of revenue attributed to the wealth segment is reported on a consolidated basis as part of other noninterest income. Third quarter of 2024 results marked a new record high reported quarterly revenue for the Wealth Management operating segment. The Wealth Management operating segment generated net income of $5.6 million in both the third quarter of 2024 and the second quarter of 2024, compared to $4.8 million in the third quarter of 2023. Busey’s Wealth Management division ended the third quarter of 2024 with $13.69 billion in assets under care, compared to $13.02 billion at the end of the second quarter of 2024 and $11.55 billion at the end of the third quarter of 2023. Our portfolio management team continues to focus on long-term returns and managing risk in the face of volatile markets and has outperformed its blended benchmark6 over the last three and five years.

    Payment technology solutions revenue was $5.3 million for the third quarter of 2024, compared to $5.9 million for the second quarter of 2024 and $5.2 million for the third quarter of 2023. Excluding intracompany eliminations, the FirsTech operating segment generated revenue of $5.6 million during the third quarter of 2024, compared to $6.2 million in the second quarter of 2024 and $5.7 million in the third quarter of 2023.

    Noninterest income generated from our Wealth Management and FirsTech operating segments comprised 60.4% of our total noninterest income for the quarter ended September 30, 2024, providing a balance to spread-based revenue from traditional banking activities.

    Fees for customer services were $8.2 million for the third quarter of 2024, compared to $7.8 million in the second quarter of 2024 and $7.5 million in the third quarter of 2023.

    Net securities gains were $0.8 million for the third quarter of 2024, comprised primarily of unrealized gains on equity securities.

    Other noninterest income was $4.8 million in the third quarter of 2024, compared to $2.3 million in the second quarter of 2024 and $3.0 million in the third quarter of 2023. Revenue associated with certain wealth management activities reported as other noninterest income on a consolidated basis was $0.8 million for the third quarter of 2024, compared to $0.2 million for the second quarter of 2024 and $0.1 million for the third quarter of 2023. Fluctuations in other noninterest income are primarily attributable to increases in venture capital investments, referral fees, and swap origination fees, partially offset by decreases in commercial loan sales gains. Increases for the year also reflect the addition of Life Equity Loan® servicing income beginning in the second quarter of 2024.

    OPERATING EFFICIENCY

    Noninterest expense was $75.9 million in the third quarter of 2024, compared to $75.5 million in the second quarter of 2024 and $70.9 million for the third quarter of 2023. The efficiency ratio1 was 62.1% for the third quarter of 2024, compared to 62.3% for the second quarter of 2024, and 62.4% for the third quarter of 2023. Adjusted core expense1 was $71.0 million in the third quarter of 2024, compared to $71.1 million in the second quarter of 2024 and $66.0 million in the third quarter of 2023. The adjusted core efficiency ratio1 was 60.2% for the third quarter of 2024, compared to 60.9% for the second quarter of 2024, and 60.2% for the third quarter of 2023. We expect to continue to prudently manage our expenses and to realize increased rates of M&M acquisition synergies during the final quarter of 2024.

    Noteworthy components of noninterest expense are as follows:

    • Salaries, wages, and employee benefits expenses were $44.6 million in the third quarter of 2024, compared to $43.5 million in the second quarter of 2024 and $39.7 million in the third quarter of 2023. Busey recorded $0.1 million of non-operating salaries, wages, and employee benefit expenses in the third quarter of 2024, compared to $1.1 million in the second quarter of 2024 and none in the third quarter of 2023. The increase in the third quarter of 2024 over the second quarter of 2024 was primarily attributable to performance metrics tied to bonus and equity compensation. Our associate-base consisted of 1,510 full-time equivalents as of September 30, 2024, compared to 1,520 as of June 30, 2024, and 1,484 as of September 30, 2023. The increase in our associate-base in the second quarter of 2024 was largely due to the M&M acquisition.
    • Data processing expense was $6.9 million in the third quarter of 2024, compared to $7.1 million in the second quarter of 2024 and $5.9 million in the third quarter of 2023. Busey recorded $0.1 million of non-operating data processing expenses in the third quarter of 2024, compared to $0.3 million in the second quarter of 2024 and none in the third quarter of 2023. Busey has continued to make investments in technology enhancements and has also experienced inflation-driven price increases.
    • Professional fees were $3.1 million in the third quarter of 2024, compared to $2.5 million in the second quarter of 2024 and $1.5 million in the third quarter of 2023. Busey recorded $1.4 million of non-operating professional fees in the third quarter of 2024, as compared to $0.4 million in the second quarter of 2024 and $0.1 million in the third quarter of 2023.
    • Other noninterest expense was $9.7 million for the third quarter of 2024, compared to $10.4 million in the second quarter of 2024 and $11.7 million in the third quarter of 2023. Busey recorded $0.4 million of non-operating costs in other noninterest expense in the third quarter of 2024, compared to $0.3 million in the second quarter of 2024 and none in the third quarter of 2023. In connection with Busey’s adoption of ASU 2023-02 on January 1, 2024, Busey began recording amortization of New Markets Tax Credits as income tax expense instead of other operating expense, which resulted in a decrease to other operating expenses of $2.3 million compared to the third quarter of 2023. Other items contributing to the fluctuations in other noninterest expense included the provision for unfunded commitments, mortgage servicing rights valuation expenses, fixed asset impairment, marketing, business development, and expenses related to recruiting and onboarding.

    Busey’s effective tax rate for the third quarter of 2024 was 24.8%, which was lower than the combined federal and state statutory rate of approximately 28.0% due to the impact of tax exempt interest income, such as municipal bond interest, bank owned life insurance income, and investments in various federal and state tax credits.

    Effective tax rates were higher in 2024, compared to 2023, due to the adoption of ASU 2023-02 in January 2024. Upon adoption of ASU 2023-02 Busey elected to use the proportional amortization method of accounting for equity investments made primarily for the purpose of receiving income tax credits. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax expense as opposed to being presented on a gross basis on the income statement as a component of noninterest expense and income tax expense.

    CAPITAL STRENGTH

    Busey’s strong capital levels, coupled with its earnings, have allowed the Company to provide a steady return to its stockholders through dividends. On October 25, 2024, Busey will pay a cash dividend of $0.24 per common share to stockholders of record as of October 18, 2024. Busey has consistently paid dividends to its common stockholders since the bank holding company was organized in 1980.

    As of September 30, 2024, Busey continued to exceed the capital adequacy requirements necessary to be considered “well-capitalized” under applicable regulatory guidelines. Busey’s Common Equity Tier 1 ratio is estimated4 to be 13.78% at September 30, 2024, compared to 13.20% at June 30, 2024, and 12.52% at September 30, 2023. Our Total Capital to Risk Weighted Assets ratio is estimated4 to be 18.19% at September 30, 2024, compared to 17.50% at June 30, 2024, and 16.72% at September 30, 2023.

    Busey’s tangible common equity1 was $1.04 billion at September 30, 2024, compared to $970.9 million at June 30, 2024, and $841.2 million at September 30, 2023. Tangible common equity1 represented 8.96% of tangible assets at September 30, 2024, compared to 8.36% at June 30, 2024, and 7.06% at September 30, 2023. Busey’s tangible book value per common share1 increased to $18.19 at September 30, 2024, from $16.97 at June 30, 2024, and $15.07 at September 30, 2023, reflecting a 20.7% year-over-year increase. The ratios of tangible common equity to tangible assets1 and tangible book value per common share have been impacted by the fair value adjustment of Busey’s securities portfolio as a result of the current rate environment, which is reflected in the accumulated other comprehensive income (loss) component of shareholder’s equity.

    THIRD QUARTER EARNINGS INVESTOR PRESENTATION

    For additional information on Busey’s financial condition and operating results, please refer to the Q3 2024 Earnings Investor Presentation furnished via Form 8-K on October 22, 2024, in connection with this earnings release.

    CORPORATE PROFILE

    As of September 30, 2024, First Busey Corporation (Nasdaq: BUSE) was an $11.99 billion financial holding company headquartered in Champaign, Illinois.

    Busey Bank, a wholly-owned bank subsidiary of First Busey Corporation, had total assets of $11.95 billion as of September 30, 2024, and is headquartered in Champaign, Illinois. Busey Bank currently has 62 banking centers, with 21 in Central Illinois markets, 17 in suburban Chicago markets, 20 in the St. Louis Metropolitan Statistical Area, three in Southwest Florida, and one in Indianapolis. More information about Busey Bank can be found at busey.com.

    Through Busey’s Wealth Management division, the Company provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations. Assets under care totaled $13.69 billion as of September 30, 2024. More information about Busey’s Wealth Management services can be found at busey.com/wealth-management.

    Busey Bank’s wholly-owned subsidiary, FirsTech, specializes in the evolving financial technology needs of small and medium-sized businesses, highly regulated enterprise industries, and financial institutions. FirsTech provides comprehensive and innovative payment technology solutions, including online, mobile, and voice-recognition bill payments; money and data movement; merchant services; direct debit services; lockbox remittance processing for payments made by mail; and walk-in payments at retail agents. Additionally, FirsTech simplifies client workflows through integrations enabling support with billing, reconciliation, bill reminders, and treasury services. More information about FirsTech can be found at firstechpayments.com.

    For the first time, Busey was named among the World’s Best Banks for 2024 by Forbes, earning a spot on the list among 68 U.S. banks and 403 banks worldwide. Additionally, Busey Bank was honored to be named among America’s Best Banks by Forbes magazine for the third consecutive year. Ranked 40th overall in 2024, Busey was the second-ranked bank headquartered in Illinois of the six that made this year’s list and the highest-ranked bank of those with more than $10 billion in assets. Busey is humbled to be named among the 2023 Best Banks to Work For by American Banker, the 2023 Best Places to Work in Money Management by Pensions and Investments, the 2024 Best Places to Work in Illinois by Daily Herald Business Ledger, the 2024 Best Places to Work in Indiana by the Indiana Chamber of Commerce, and the 2024 Best Companies to Work For in Florida by Florida Trend magazine. We are honored to be consistently recognized globally, nationally and locally for our engaged culture of integrity and commitment to community development.

    For more information about us, visit busey.com.

    Category: Financial
    Source: First Busey Corporation

    Contacts:

    Jeffrey D. Jones, Chief Financial Officer
    217-365-4130

    NON-GAAP FINANCIAL INFORMATION

    This earnings release contains certain financial information determined by methods other than GAAP. Management uses these non-GAAP measures, together with the related GAAP measures, in analysis of Busey’s performance and in making business decisions, as well as for comparison to Busey’s peers. Busey believes the adjusted measures are useful for investors and management to understand the effects of certain non-core and non-recurring noninterest items and provide additional perspective on Busey’s performance over time.

    Below is a reconciliation to what management believes to be the most directly comparable GAAP financial measures—specifically, net interest income, total noninterest income, net security gains and losses, and total noninterest expense in the case of pre-provision net revenue, adjusted pre-provision net revenue, pre-provision net revenue to average assets, and adjusted pre-provision net revenue to average assets; net income in the case of adjusted net income, adjusted diluted earnings per share, adjusted return on average assets, average tangible common equity, return on average tangible common equity, adjusted return on average tangible common equity; net income and net security gains and losses in the case of further adjusted net income and further adjusted diluted earnings per share; net interest income in the case of adjusted net interest income and adjusted net interest margin; net interest income, total noninterest income, and total noninterest expense in the case of adjusted noninterest income, adjusted noninterest expense, noninterest expense excluding non-operating adjustments, adjusted core expense, efficiency ratio, adjusted efficiency ratio, and adjusted core efficiency ratio; net interest income, total noninterest income, net securities gains and losses, and net gains and losses on the sale of mortgage servicing rights in the case of operating revenue and adjusted noninterest income to operating revenue; total assets and goodwill and other intangible assets in the case of tangible assets; total stockholders’ equity in the case of tangible book value per common share; total assets and total stockholders’ equity in the case of tangible common equity and tangible common equity to tangible assets; and total deposits in the case of core deposits and core deposits to total deposits.

    These non-GAAP disclosures have inherent limitations and are not audited. They should not be considered in isolation or as a substitute for operating results reported in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Tax effected numbers included in these non-GAAP disclosures are based on estimated statutory rates, estimated federal income tax rates, or effective tax rates, as noted with the tables below.

    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

    Pre-Provision Net Revenue, Adjusted Pre-Provision Net Revenue,
    Pre-Provision Net Revenue to Average Assets, and
    Adjusted Pre-Provision Net Revenue to Average Assets
    (dollars in thousands)
                         
        Three Months Ended   Nine Months Ended
        September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      September 30,
    2024
      September 30,
    2023
    PRE-PROVISION NET REVENUE                     
    Net interest income   $ 82,541     $ 82,434     $ 77,791     $ 240,742     $ 242,318  
    Total noninterest income     35,951       33,801       31,008       104,752       90,868  
    Net security (gains) losses     (822 )     353       285       5,906       2,960  
    Total noninterest expense     (75,926 )     (75,537 )     (70,945 )     (222,232 )     (210,553 )
    Pre-provision net revenue     41,744       41,051       38,139       129,168       125,593  
    Non-GAAP adjustments:                    
    Acquisition and restructuring expenses     1,935       2,212       79       4,555       91  
    Provision for unfunded commitments     407       (369 )     13       (640 )     (357 )
    Amortization of New Markets Tax Credits                 2,260             6,740  
    Realized (gain) loss on the sale of mortgage service rights     18       (277 )           (7,724 )      
    Adjusted pre-provision net revenue   $ 44,104     $ 42,617     $ 40,491     $ 125,359     $ 132,067  
                         
    Pre-provision net revenue, annualized [a] $ 166,069     $ 165,106     $ 151,312     $ 172,538     $ 167,917  
    Adjusted pre-provision net revenue, annualized [b]   175,457       171,405       160,644       167,450       176,573  
    Average total assets [c]   12,007,702       12,089,692       12,202,783       12,040,414       12,225,232  
                         
    Reported: Pre-provision net revenue to average total assets1 [a÷c]   1.38 %     1.37 %     1.24 %     1.43 %     1.37 %
    Adjusted: Pre-provision net revenue to average total assets1 [b÷c]   1.46 %     1.42 %     1.32 %     1.39 %     1.44 %

    ___________________________________________

    1. Annualized measure.
     
    Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Return on Average Assets, Average Tangible Common Equity, Return on Average Tangible Common Equity, and Adjusted Return on Average Tangible Common Equity
    (dollars in thousands, except per share amounts)
                         
        Three Months Ended   Nine Months Ended
        September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      September 30,
    2024
      September 30,
    2023
    NET INCOME ADJUSTED FOR NON-OPERATING ITEMS                    
    Net income [a] $ 32,004     $ 27,357     $ 30,666     $ 85,586     $ 96,816  
    Non-GAAP adjustments for non-operating expenses:                    
    Acquisition expenses:                    
    Salaries, wages, and employee benefits     73       1,137             1,210        
    Data processing     90       344             534        
    Professional fees, occupancy, furniture and fixtures, and other     1,772       731       79       2,688       91  
    Restructuring expenses:                    
    Salaries, wages, and employee benefits                       123        
    Acquisition and restructuring expenses     1,935       2,212       79       4,555       91  
    Related tax benefit1     (406 )     (553 )     (15 )     (1,061 )     (18 )
    Adjusted net income [b] $ 33,533     $ 29,016     $ 30,730     $ 89,080     $ 96,889  
                         
    DILUTED EARNINGS PER SHARE                    
    Diluted average common shares outstanding [c]   57,967,848       57,853,231       56,315,492       57,411,299       56,230,624  
                         
    Reported: Diluted earnings per share [a÷c] $ 0.55     $ 0.47     $ 0.54     $ 1.49     $ 1.72  
    Adjusted: Diluted earnings per share [b÷c] $ 0.58     $ 0.50     $ 0.55     $ 1.55     $ 1.72  
                         
    RETURN ON AVERAGE ASSETS                    
    Net income, annualized [d] $ 127,320     $ 110,029     $ 121,664     $ 114,323     $ 129,443  
    Adjusted net income, annualized [e]   133,403       116,702       121,918       118,990       129,540  
    Average total assets [f]   12,007,702       12,089,692       12,202,783       12,040,414       12,225,232  
                         
    Reported: Return on average assets2 [d÷f]   1.06 %     0.91 %     1.00 %     0.95 %     1.06 %
    Adjusted: Return on average assets2 [e÷f]   1.11 %     0.97 %     1.00 %     0.99 %     1.06 %
                         
    RETURN ON AVERAGE TANGIBLE COMMON EQUITY                    
    Average common equity   $ 1,364,377     $ 1,331,815     $ 1,208,407     $ 1,324,119     $ 1,195,858  
    Average goodwill and other intangible assets, net     (369,720 )     (376,224 )     (358,025 )     (366,331 )     (360,654 )
    Average tangible common equity [g] $ 994,657     $ 955,591     $ 850,382     $ 957,788     $ 835,204  
                         
    Reported: Return on average tangible common equity2 [d÷g]   12.80 %     11.51 %     14.31 %     11.94 %     15.50 %
    Adjusted: Return on average tangible common equity2 [e÷g]   13.41 %     12.21 %     14.34 %     12.42 %     15.51 %

    ___________________________________________

    1. Year-to-date tax benefits were calculated by multiplying year-to-date acquisition and restructuring expenses by the effective income tax rate for each year-to-date period, which for 2024 excludes a one-time deferred tax valuation adjustment resulting from a change in Illinois apportionment rate due to recently enacted regulations and deductibility of certain acquisition expenses. Tax rates used in these calculations were 23.3% and 19.8% for the nine months ended September 30, 2024 and 2023, respectively. Quarterly tax benefits were calculated as the year-to-date tax benefit amounts less the sum of amounts applied to previous quarters during the year, equating to tax rates of 21.0%, 25.0%, and 19.7% for the three months ended September 30, 2024, June 30, 2024, and September 30, 2023, respectively.
    2. Annualized measure.
     
    Further Adjusted Net Income and Further Adjusted Diluted Earnings Per Share
    (dollars in thousands, except per share amounts)
                         
        Three Months Ended   Nine Months Ended
        September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      September 30,
    2024
      September 30,
    2023
    Adjusted net income1 [a] $ 33,533     $ 29,016     $ 30,730     $ 89,080     $ 96,889  
    Further non-GAAP adjustments:                    
    Net securities (gains) losses     (822 )     353       285       5,906       2,960  
    Realized net (gains) losses on the sale of mortgage servicing rights     18       (277 )           (7,724 )      
    Tax effect for further non-GAAP adjustments2     199       (19 )     (52 )     453       (585 )
    Tax effected further non-GAAP adjustments3     (605 )     57       233       (1,365 )     2,375  
    Further adjusted net income3 [b] $ 32,928     $ 29,073     $ 30,963     $ 87,715     $ 99,264  
    One-time deferred tax valuation adjustment4           1,446             1,446        
    Further adjusted net income, excluding one-time deferred tax valuation adjustment3 [c] $ 32,928     $ 30,519     $ 30,963     $ 89,161     $ 99,264  
                         
    Diluted average common shares outstanding [d]   57,967,848       57,853,231       56,315,492       57,411,299       56,230,624  
                         
    Adjusted: Diluted earnings per share [a÷d] $ 0.58     $ 0.50     $ 0.55     $ 1.55     $ 1.72  
    Further Adjusted: Diluted earnings per share3 [b÷d] $ 0.57     $ 0.50     $ 0.55     $ 1.53     $ 1.77  
    Further Adjusted, excluding one-time deferred tax valuation adjustment: Diluted earnings per share3 [c÷d] $ 0.57     $ 0.53     $ 0.55     $ 1.55     $ 1.77  

    ___________________________________________

    1. Adjusted net income is a non-GAAP measure. See the table on the previous page for a reconciliation to the nearest GAAP measure.
    2. Tax effects for further non-GAAP adjustments were calculated by multiplying further non-GAAP adjustments by the effective income tax rate for each period. For the nine months ended September 30, 2024, the rate that we used excluded a one-time deferred tax valuation adjustment resulting from a change in Illinois apportionment rate due to recently enacted regulations. Effective income tax rates that we used to calculate the tax effect were 24.8%, 25.0%, and 18.2% for the three months ended September 30, 2024, June 30, 2024, and September 30, 2023, respectively, and were 24.9% and 19.8% for the nine months ended September 30, 2024 and 2023, respectively.
    3. Tax-effected measure.
    4. An estimated one-time deferred tax valuation adjustment of $1.4 million resulted from a change to our Illinois apportionment rate due to recently enacted regulations.
     
    Adjusted Net Interest Income and Adjusted Net Interest Margin
    (dollars in thousands)
                         
        Three Months Ended   Nine Months Ended
        September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      September 30,
    2024
      September 30,
    2023
    Net interest income   $ 82,541     $ 82,434     $ 77,791     $ 240,742     $ 242,318  
    Non-GAAP adjustments:                    
    Tax-equivalent adjustment1     396       402       553       1,247       1,672  
    Tax-equivalent net interest income     82,937       82,836       78,344       241,989       243,990  
    Purchase accounting accretion related to business combinations     (1,338 )     (812 )     (277 )     (2,354 )     (1,093 )
    Adjusted net interest income   $ 81,599     $ 82,024     $ 78,067     $ 239,635     $ 242,897  
                         
    Tax-equivalent net interest income, annualized [a] $ 329,945     $ 333,165     $ 310,821     $ 323,241     $ 326,214  
    Adjusted net interest income, annualized [b]   324,622       329,899       309,722       320,096       324,752  
    Average interest-earning assets [c]   10,936,611       10,993,907       11,118,167       10,976,660       11,142,780  
                         
    Reported: Net interest margin2 [a÷c]   3.02 %     3.03 %     2.80 %     2.94 %     2.93 %
    Adjusted: Net interest margin2 [b÷c]   2.97 %     3.00 %     2.79 %     2.92 %     2.91 %

    ___________________________________________

    1. Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
    2. Annualized measure.
     
    Adjusted Noninterest Income, Operating Revenue, Adjusted Noninterest Income to Operating Revenue, Noninterest Expense Excluding Amortization of Intangible Assets, Adjusted Noninterest Expense,
    Adjusted Core Expense, Noninterest Expense Excluding Non-Operating Adjustments,
    Efficiency Ratio, Adjusted Efficiency Ratio, and Adjusted Core Efficiency Ratio
    (dollars in thousands)
                         
        Three Months Ended   Nine Months Ended
        September 30,
    2024
      June 30,
    2024
      September 30,
    2023
      September 30,
    2024
      September 30,
    2023
    Net interest income [a] $ 82,541     $ 82,434     $ 77,791     $ 240,742     $ 242,318  
    Non-GAAP adjustments:                    
    Tax-equivalent adjustment1     396       402       553       1,247       1,672  
    Tax-equivalent net interest income [b]   82,937       82,836       78,344       241,989       243,990  
                         
    Total noninterest income     35,951       33,801       31,008       104,752       90,868  
    Non-GAAP adjustments:                    
    Net security (gains) losses     (822 )     353       285       5,906       2,960  
    Noninterest income excluding net securities gains and losses [c]   35,129       34,154       31,293       110,658       93,828  
    Further adjustments:                    
    Realized net (gains) losses on the sale of mortgage servicing rights     18       (277 )           (7,724 )      
    Adjusted noninterest income [d] $ 35,147     $ 33,877     $ 31,293     $ 102,934     $ 93,828  
                         
    Tax-equivalent revenue [e = b+c] $ 118,066     $ 116,990     $ 109,637     $ 352,647     $ 337,818  
    Adjusted tax-equivalent revenue [f = b+d]   118,084       116,713       109,637       344,923       337,818  
    Operating revenue [g = a+d]   117,688       116,311       109,084       343,676       336,146  
                         
    Adjusted noninterest income to operating revenue [d÷g]   29.86 %     29.13 %     28.69 %     29.95 %     27.91 %
                         
    Total noninterest expense   $ 75,926     $ 75,537     $ 70,945     $ 222,232     $ 210,553  
    Non-GAAP adjustments:                    
    Amortization of intangible assets [h]   (2,548 )     (2,629 )     (2,555 )     (7,586 )     (7,953 )
    Noninterest expense excluding amortization of intangible assets [i]   73,378       72,908       68,390       214,646       202,600  
    Non-operating adjustments:                    
    Salaries, wages, and employee benefits     (73 )     (1,137 )           (1,333 )      
    Data processing     (90 )     (344 )           (534 )      
    Professional fees, occupancy, furniture and fixtures, and other     (1,772 )     (731 )     (79 )     (2,688 )     (91 )
    Adjusted noninterest expense [j]   71,443       70,696       68,311       210,091       202,509  
    Provision for unfunded commitments     (407 )     369       (13 )     640       357  
    Amortization of New Markets Tax Credits                 (2,260 )           (6,740 )
    Adjusted core expense [k] $ 71,036     $ 71,065     $ 66,038     $ 210,731     $ 196,126  
                         
    Noninterest expense, excluding non-operating adjustments [j-h] $ 73,991     $ 73,325     $ 70,866     $ 217,677     $ 210,462  
                         
    Reported: Efficiency ratio [i÷e]   62.15 %     62.32 %     62.38 %     60.87 %     59.97 %
    Adjusted: Efficiency ratio [j÷f]   60.50 %     60.57 %     62.31 %     60.91 %     59.95 %
    Adjusted: Core efficiency ratio [k÷f]   60.16 %     60.89 %     60.23 %     61.10 %     58.06 %

    ___________________________________________

    1. Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
     
    Tangible Book Value and Tangible Book Value Per Common Share
    (dollars in thousands, except per share amounts)
                 
        As of
        September 30,
    2024
      June 30,
    2024
      September 30,
    2023
    Total stockholders’ equity   $ 1,402,884     $ 1,333,810     $ 1,190,158  
    Non-GAAP adjustments:            
    Goodwill and other intangible assets, net     (368,249 )     (370,580 )     (356,343 )
    Tangible book value [a] $ 1,034,635     $ 963,230     $ 833,815  
                 
    Ending number of common shares outstanding [b]   56,872,241       56,746,937       55,342,017  
                 
    Tangible book value per common share [a÷b] $ 18.19     $ 16.97     $ 15.07  
     
    Tangible Assets, Tangible Common Equity, and Tangible Common Equity to Tangible Assets
    (dollars in thousands)
                 
        As of
        September 30,
    2024
      June 30,
    2024
      September 30,
    2023
    Total assets   $ 11,986,839     $ 11,971,416     $ 12,258,250  
    Non-GAAP adjustments:            
    Goodwill and other intangible assets, net     (368,249 )     (370,580 )     (356,343 )
    Tax effect of other intangible assets1     7,178       7,687       7,354  
    Tangible assets2 [a] $ 11,625,768     $ 11,608,523     $ 11,909,261  
                 
    Total stockholders’ equity   $ 1,402,884     $ 1,333,810     $ 1,190,158  
    Non-GAAP adjustments:            
    Goodwill and other intangible assets, net     (368,249 )     (370,580 )     (356,343 )
    Tax effect of other intangible assets1     7,178       7,687       7,354  
    Tangible common equity2 [b] $ 1,041,813     $ 970,917     $ 841,169  
                 
    Tangible common equity to tangible assets2 [b÷a]   8.96 %     8.36 %     7.06 %

    ___________________________________________

    1. Net of estimated deferred tax liability, calculated using the estimated statutory tax rate of 28%.
    2. Tax-effected measure.
     
    Core Deposits, Core Deposits to Total Deposits, and Portfolio Loans to Core Deposits
    (dollars in thousands)
                 
        As of
        September 30,
    2024
      June 30,
    2024
      September 30,
    2023
    Portfolio loans [a] $ 7,809,097     $ 7,998,912     $ 7,856,160  
                 
    Total deposits [b] $ 9,943,241     $ 9,976,135     $ 10,332,362  
    Non-GAAP adjustments:            
    Brokered deposits, excluding brokered time deposits of $250,000 or more     (13,089 )     (43,089 )     (6,055 )
    Time deposits of $250,000 or more     (338,808 )     (314,461 )     (350,276 )
    Core deposits [c] $ 9,591,344     $ 9,618,585     $ 9,976,031  
                 
    RATIOS            
    Core deposits to total deposits [c÷b]   96.46 %     96.42 %     96.55 %
    Portfolio loans to core deposits [a÷c]   81.42 %     83.16 %     78.75 %
                             

    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 Busey’s financial condition, results of operations, plans, objectives, future performance, and business. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Busey’s 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,” “position,” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and Busey undertakes no obligation to update any statement in light of new information or future events.

    A number of factors, many of which are beyond Busey’s ability to control or predict, could cause actual results to differ materially from those in any forward-looking statements. These factors include, among others, the following: (1) risks related to the proposed transaction with CrossFirst, including (i) the possibility that the proposed transaction will not close when expected or at all because required regulatory, stockholder, or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated (and the risk that required regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); (ii) the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Busey and CrossFirst do business; (iii) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (iv) diversion of management’s attention from ongoing business operations and opportunities; (v) the possibility that Busey may be unable to achieve expected synergies and operating efficiencies in the merger within the expected timeframes or at all, and to successfully integrate CrossFirst’s operations with those of Busey or that such integration may be more difficult, time consuming or costly than expected; (vi) revenues following the proposed transaction may be lower than expected; and (vii) shareholder litigation that could prevent or delay the closing of the proposed transaction or otherwise negatively impact our business and operations; (2) the strength of the local, state, national, and international economy (including effects of inflationary pressures and supply chain constraints); (3) the economic impact of any future terrorist threats or attacks, widespread disease or pandemics, or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine and the conflict in the Middle East); (4) changes in state and federal laws, regulations, and governmental policies concerning Busey’s general business (including changes in response to the failures of other banks or as a result of the upcoming 2024 presidential election); (5) changes in accounting policies and practices; (6) changes in interest rates and prepayment rates of Busey’s assets (including the impact of sustained elevated interest rates); (7) increased competition in the financial services sector (including from non-bank competitors such as credit unions and fintech companies) and the inability to attract new customers; (8) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (9) the loss of key executives or associates; (10) changes in consumer spending; (11) unexpected results of other transactions (including the acquisition of M&M); (12) unexpected outcomes of existing or new litigation, investigations, or inquiries involving Busey (including with respect to Busey’s Illinois franchise taxes); (13) fluctuations in the value of securities held in Busey’s securities portfolio; (14) concentrations within Busey’s loan portfolio (including commercial real estate loans), large loans to certain borrowers, and large deposits from certain clients; (15) the concentration of large deposits from certain clients who have balances above current FDIC insurance limits and may withdraw deposits to diversify their exposure; (16) the level of non-performing assets on Busey’s balance sheets; (17) interruptions involving information technology and communications systems or third-party servicers; (18) breaches or failures of information security controls or cybersecurity-related incidents; and (19) the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, and droughts. 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 Busey and its business, including additional factors that could materially affect Busey’s financial results, is included in Busey’s filings with the Securities and Exchange Commission.

    ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

    Busey has filed a registration statement on Form S‑4 with the SEC to register the shares of Busey’s common stock that will be issued to CrossFirst stockholders in connection with the proposed transaction. The registration statement includes a preliminary joint proxy statement of Busey and CrossFirst, which also constitutes a prospectus of Busey. The definitive joint proxy statement/prospectus will be sent to the stockholders of each of Busey and CrossFirst seeking certain approvals related to the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BUSEY AND CROSSFIRST AND THEIR RESPECTIVE AFFILIATES ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S‑4 AND THE JOINT PROXY STATEMENT/PROSPECTUS TO BE INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S‑4 WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUSEY, CROSSFIRST, AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copies of these documents, as well as other relevant documents filed with the SEC containing information about Busey and CrossFirst, without charge, at the SEC’s website (http://www.sec.gov). Copies of documents filed with the SEC by Busey will be made available free of charge in the “SEC Filings” section of Busey’s website, https://ir.busey.com. Copies of documents filed with the SEC by CrossFirst will be made available free of charge in the “Investor Relations” section of CrossFirst’s website, https://investors.crossfirstbankshares.com.

    PARTICIPANTS IN SOLICITATION

    Busey, CrossFirst, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction under the rules of the SEC. Information regarding Busey’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on April 12, 2024, and certain other documents filed by Busey with the SEC. Information regarding CrossFirst’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 26, 2024, and certain other documents filed by CrossFirst with the SEC. Other information regarding the participants in the solicitation of proxies in respect of the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed or to be filed with the SEC when they become available. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

    END NOTES

    1 Represents a non-GAAP financial measure. For a reconciliation to the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”), see Non-GAAP Financial Information.”
    2 Estimated uninsured and uncollateralized deposits consist of account balances in excess of the $250 thousand FDIC insurance limit, less intercompany accounts and collateralized accounts (including preferred deposits).
    3 Central Business District areas within Busey’s footprint include downtown St. Louis, downtown Indianapolis, and downtown Chicago.
    4 Capital amounts and ratios for the third quarter of 2024 are not yet finalized and are subject to change.
    5 On- and off-balance sheet liquidity is comprised of cash and cash equivalents, debt securities excluding those pledged as collateral, brokered deposits, and Busey’s borrowing capacity through its revolving credit facility, the FHLB, the Federal Reserve Bank, and federal funds purchased lines.
    6 The blended benchmark consists of 60% MSCI All Country World Index and 40% Bloomberg Intermediate US Government/Credit Total Return Index.

    The MIL Network

  • MIL-OSI: Baker Hughes Company Announces Third-Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

     Third-quarter highlights

    • Orders of $6.7 billion, including $2.9 billion of IET orders.
    • RPO of $33.4 billion, including record IET RPO of $30.2 billion.
    • Revenue of $6.9 billion, up 4% year-over-year.
    • Attributable net income of $766 million.
    • GAAP diluted EPS of $0.77 and adjusted diluted EPS* of $0.67.
    • Adjusted EBITDA* of $1,208 million, up 23% year-over-year.
    • Cash flows from operating activities of $1,010 million and free cash flow* of $754 million.
    • Returns to shareholders of $361 million, including $152 million of share repurchases.

    HOUSTON and LONDON, Oct. 22, 2024 (GLOBE NEWSWIRE) — Baker Hughes Company (Nasdaq: BKR) (“Baker Hughes” or the “Company”) announced results today for the third quarter of 2024.

    “We delivered another quarter of record EBITDA, highlighted by exceptional operational performance across both segments. Our margins continue to improve at an accelerated pace, with total company EBITDA margins increasing to 17.5%. This marks the highest margin quarter since the company was formed. On the back of our solid third-quarter results and stable outlook, we remain confident in achieving our full-year EBITDA guidance midpoint,” said Lorenzo Simonelli, Baker Hughes Chairman and Chief Executive Officer.

    “Orders remain at solid levels, with IET orders of $2.9 billion marking the eighth consecutive quarter at or above these levels. IET continued to demonstrate strong order momentum for gas infrastructure and FPSOs, booking the largest ever ICL compressor award from Dubai Petroleum Establishment for the Margham Gas storage facility and two FPSO awards with separate offshore operators.”

    “Overall, our segments continue to make strong progress on their journey toward 20% EBITDA margins, with both segments achieving high-teen margins during the quarter. Our operational discipline and rigor continue to gain traction.”

    “We are also benefiting from the life-cycle attributes of our service offerings and the breadth of our portfolio. With significant recurring IET service revenue, strong production-levered businesses, untapped market opportunities, and improved cost structure, we are becoming less cyclical and capable of generating more durable earnings and free cash flow across cycles.”

    “We are successfully executing our strategy, and this is a testament to the strength of our people and the culture we are building,” concluded Simonelli.

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

      Three Months Ended   Variance
    (in millions except per share amounts) September 30,
    2024
    June 30,
    2024
    September 30,
    2023
      Sequential Year-over-year
    Orders $ 6,676 $ 7,526 $ 8,512   (11%)   (22%)  
    Revenue   6,908   7,139   6,641   (3%)   4%  
    Net income attributable to Baker Hughes   766   579   518   32%   48%  
    Adjusted net income attributable to Baker Hughes*   666   568   427   17%   56%  
    Operating income   930   833   714   12%   30%  
    Adjusted operating income*   930   847   716   10%   30%  
    Adjusted EBITDA*   1,208   1,130   983   7%   23%  
    Diluted earnings per share (EPS)   0.77   0.58   0.51   33%   51%  
    Adjusted diluted EPS*   0.67   0.57   0.42   18%   59%  
    Cash flow from operating activities   1,010   348   811   F   25%  
    Free cash flow*   754   106   592   F   27%  

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    “F” is used when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    Certain columns and rows in our tables and financial statements may not sum up due to the use of rounded numbers.

    Quarter Highlights

    Industrial & Energy Technology (“IET”) experienced a strong quarter for its Integrated Compressor Line (“ICL”) technology. In its largest ICL award to-date, and booked under Climate Technology Solutions (“CTS”), Baker Hughes will supply 10 units to Dubai Petroleum Establishment for the Margham Gas storage facility. These ICL units will support gas infrastructure, providing stability to Dubai’s energy supply by strengthening the system’s ability to switch between natural gas and solar power.

    IET’s Gas Technology Equipment (“GTE”) was also awarded a significant contract to supply advanced compression solutions to Saipem for TotalEnergies’ all-electric Kaminho Floating Production Storage and Offloading (“FPSO”) project in Angola. Baker Hughes’ centrifugal BCL compressor and ICL technology were selected because of the capability to minimize greenhouse emissions and eliminate routine flaring by reinjecting associated gas into the reservoir for storage. Separately, IET was selected to provide electric motor-driven process compressors for an FPSO project in Latin America.

    IET’s Gas Technology Services (“GTS”) secured a multi-decade agreement for an LNG facility in the Middle East. The scope encompasses extensive maintenance services and digital solutions, leveraging Baker Hughes’ iCenter™ Remote Monitoring and Diagnostics capabilities.

    Oilfield Services & Equipment (“OFSE”) strengthened the Company’s relationship with Petrobras, receiving contracts to supply 43 miles of flexible pipe systems in Brazil’s Santos Basin. A significant portion of these risers and flowlines will be manufactured in-country at Baker Hughes’ Niteroi plant. The contracts, awarded through an open tender, include multi-year service agreements to support maintenance activities through the life of the project and demonstrate Baker Hughes’ dedication to providing equipment and services critical to help Petrobras achieve its strategic plan to expand operations.

    In OFSE, mature assets solutions (“MAS”) delivered a strong order quarter, illustrating confidence in the Company’s full range of workflows and solutions to accelerate production and total recovery. OFSE won a MAS award to supply Santos Energy’s strategic and historic Cooper Basin Development in Australia with drilling fluids and wireline services, marking Baker Hughes’ return to the basin. Additionally, OFSE signed a multi-year contract extension with a customer in the Middle East for completions and well intervention.

    Baker Hughes saw increased adoption of Leucipa™, the Company’s intelligent automated field production digital solution. A major global operator expanded the use of Leucipa across multiple fields in the Permian Basin, enabling the customer to optimize production through real-time field orchestration to generate lower-carbon, short-cycle barrels. Additionally, a new strategic collaboration was established early in the fourth quarter with Repsol, a major customer of Leucipa, to develop and deploy next-generation artificial intelligence capabilities for this digital solution. The companies will share knowledge and expertise to optimize and enhance production across Repsol’s global portfolio while creating new commercial opportunities for Baker Hughes.

    Baker Hughes continues to innovate new digital technologies to support customers on their decarbonization journey. The Company launched CarbonEdge™, powered by Cordant™, an end-to-end, risk-based digital solution that delivers precise, real-time data and alerts on carbon dioxide (CO2) flows across CCUS infrastructure from subsurface to surface. This solution enables operators to mitigate risk, improve decision-making, enhance operational efficiency, and simplify regulatory reporting across the entire project lifecycle.

    Consolidated Revenue and Operating Income by Reporting Segment

    (in millions) Three Months Ended   Variance
      September 30,
    2024
    June 30,
    2024
    September 30,
    2023
      Sequential Year-over-year
    Oilfield Services & Equipment $ 3,963   $ 4,011   $ 3,951     (1%)   —%  
    Industrial & Energy Technology   2,945     3,128     2,691     (6%)   9%  
    Segment revenue   6,908     7,139     6,641     (3%)   4%  
                 
    Oilfield Services & Equipment   547     493     465     11%   18%  
    Industrial & Energy Technology   474     442     346     7%   37%  
    Corporate(1)   (91 )   (88 )   (95 )   (3%)   4%  
    Restructuring, impairment & other       (14 )   (2 )   F   F  
    Operating income   930     833     714     12%   30%  
    Adjusted operating income*   930     847     716     10%   30%  
    Depreciation & amortization   278     283     267     (2%)   4%  
    Adjusted EBITDA* $ 1,208   $ 1,130   $ 983     7%   23%  

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    “F” is used when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    (1)   Corporate costs are primarily reported in “Selling, general and administrative” in the condensed consolidated statements of income (loss).

    Revenue for the quarter was $6,908 million, a decrease of 3% sequentially and an increase of 4% year-over-year. The increase in revenue year-over-year was driven by IET.

    The Company’s total book-to-bill ratio in the quarter was 1.0; the IET book-to-bill ratio in the quarter was also 1.0.

    Operating income as determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), for the third quarter of 2024 was $930 million. Operating income increased $97 million sequentially and increased $216 million year-over-year.

    Adjusted operating income (a non-GAAP financial measure) for the third quarter of 2024 was $930 million. There were no adjustments to operating income in the third quarter. A list of the adjusting items and associated reconciliation from GAAP has been provided in Table 1a in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted operating income for the third quarter of 2024 was up 10% sequentially and up 30% year-over-year.

    Depreciation and amortization for the third quarter of 2024 was $278 million.

    Adjusted EBITDA (a non-GAAP financial measure) for the third quarter of 2024 was $1,208 million. There were no adjustments to EBITDA in the third quarter. See Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted EBITDA for the third quarter was up 7% sequentially and up 23% year-over-year.

    The sequential increase in adjusted operating income and adjusted EBITDA was driven by higher pricing in both segments and structural cost-out initiatives, partially offset by lower volume in both segments. The year-over-year increase in adjusted operating income and adjusted EBITDA was driven by higher pricing in both segments, higher volume in IET, and structural cost-out initiatives, partially offset by cost inflation in IET and unfavorable business mix in both segments.

    Other Financial Items

    Remaining Performance Obligations (“RPO”) in the third quarter ended at $33.4 billion, a decrease of $0.1 billion from the second quarter of 2024. OFSE RPO was $3.2 billion, down 5% sequentially, while IET RPO was $30.2 billion, up $44 million sequentially. Within IET RPO, GTE RPO was $11.9 billion and GTS RPO was $14.8 billion.

    Income tax expense in the third quarter of 2024 was $235 million.

    Other non-operating income in the third quarter of 2024 was $134 million. Included in other non-operating income were net mark-to-market gains in fair value for certain equity investments of $99 million.

    GAAP diluted earnings per share was $0.77. Adjusted diluted earnings per share (a non-GAAP financial measure) was $0.67. Excluded from adjusted diluted earnings per share were all items listed in Table 1c in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Cash flow from operating activities was $1,010 million for the third quarter of 2024. Free cash flow (a non-GAAP financial measure) for the quarter was $754 million. A reconciliation from GAAP has been provided in Table 1d in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Capital expenditures, net of proceeds from disposal of assets, were $256 million for the third quarter of 2024, of which $182 million for OFSE and $62 million for IET.

    Results by Reporting Segment
     

    The following segment discussions and variance explanations are intended to reflect management’s view of the relevant comparisons of financial results on a sequential or year-over-year basis, depending on the business dynamics of the reporting segments.

    Oilfield Services & Equipment

    (in millions) Three Months Ended   Variance
    Segment results September 30,
    2024
    June 30,
    2024
    September 30,
    2023
      Sequential Year-over-year
    Orders $ 3,807   $ 4,068   $ 4,178     (6%)   (9%)  
    Revenue $ 3,963   $ 4,011   $ 3,951     (1%)   —%  
    Operating income $ 547   $ 493   $ 465     11%   18%  
    Operating margin   13.8 %   12.3 %   11.8 %   1.5pts   2pts  
    Depreciation & amortization $ 218   $ 223   $ 206     (2%)   6%  
    EBITDA* $ 765   $ 716   $ 670     7%   14%  
    EBITDA margin*   19.3 %   17.8 %   17.0 %   1.5pts   2.3pts  
    (in millions) Three Months Ended   Variance
    Revenue by Product Line September 30,
    2024
    June 30,
    2024
    September 30,
    2023
      Sequential Year-over-year
    Well Construction $ 1,050 $ 1,090 $ 1,128   (4%)   (7%)  
    Completions, Intervention & Measurements   1,009   1,118   1,085   (10%)   (7%)  
    Production Solutions   983   958   967   3%   2%  
    Subsea & Surface Pressure Systems   921   845   770   9%   20%  
    Total Revenue $ 3,963 $ 4,011 $ 3,951   (1%)   —%  
    (in millions) Three Months Ended   Variance
    Revenue by Geographic Region September 30,
    2024
    June 30,
    2024
    September 30,
    2023
      Sequential Year-over-year
    North America $ 971 $ 1,023 $ 1,064   (5%)   (9%)  
    Latin America   648   663   695   (2%)   (7%)  
    Europe/CIS/Sub-Saharan Africa   933   827   695   13%   34%  
    Middle East/Asia   1,411   1,498   1,497   (6%)   (6%)  
    Total Revenue $ 3,963 $ 4,011 $ 3,951   (1%)   —%  
                 
    North America $ 971 $ 1,023 $ 1,064   (5%)   (9%)  
    International   2,992   2,988   2,887   —%   4%  

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” EBITDA margin is defined as EBITDA divided by revenue.

    OFSE orders of $3,807 million for the third quarter decreased by $261 million sequentially. Subsea and Surface Pressure Systems orders were $776 million, down 13% sequentially, and down 23% year-over-year.

    OFSE revenue of $3,963 million for the third quarter was down 1% sequentially, and up $12 million year-over-year.

    North America revenue was $971 million, down 5% sequentially. International revenue was $2,992 million, an increase of $4 million sequentially, driven by growth in Europe/CIS/Sub-Saharan Africa regions partially offset by decline in Middle East/Asia.

    Segment operating income for the third quarter was $547 million, an increase of $54 million, or 11%, sequentially. Segment EBITDA for the third quarter was $765 million, an increase of $49 million, or 7% sequentially. The sequential increase in segment operating income and EBITDA was driven by positive price and productivity, partially offset by pressure from negative business mix and lower volume.

    Industrial & Energy Technology

    (in millions) Three Months Ended   Variance
    Segment results September 30,
    2024
    June 30,
    2024
    September 30,
    2023
      Sequential Year-over-year
    Orders $ 2,868   $ 3,458   $ 4,334     (17%)   (34%)  
    Revenue $ 2,945   $ 3,128   $ 2,691     (6%)   9%  
    Operating income $ 474   $ 442   $ 346     7%   37%  
    Operating margin   16.1 %   14.1 %   12.9 %   2pts   3.2pts  
    Depreciation & amortization $ 54   $ 55   $ 57     (2%)   (6%)  
    EBITDA* $ 528   $ 497   $ 403     6%   31%  
    EBITDA margin*   17.9 %   15.9 %   15.0 %   2pts   2.9pts  
    (in millions) Three Months Ended   Variance
    Orders by Product Line September 30,
    2024
    June 30,
    2024
    September 30,
    2023
      Sequential Year-over-year
    Gas Technology Equipment $ 1,088 $ 1,493 $ 2,813   (27%)   (61%)  
    Gas Technology Services   778   769   724   1%   7%  
    Total Gas Technology   1,866   2,261   3,537   (17%)   (47%)  
    Industrial Products   494   524   477   (6%)   4%  
    Industrial Solutions   293   281   271   4%   8%  
    Total Industrial Technology   787   805   748   (2%)   5%  
    Climate Technology Solutions   215   392   49   (45%)   F  
    Total Orders $ 2,868 $ 3,458 $ 4,334   (17%)   (34%)  
    (in millions) Three Months Ended   Variance
    Revenue by Product Line September 30,
    2024
    June 30,
    2024
    September 30,
    2023
      Sequential Year-over-year
    Gas Technology Equipment $ 1,281 $ 1,539 $ 1,227   (17%)   4%  
    Gas Technology Services   697   691   637   1%   9%  
    Total Gas Technology   1,978   2,230   1,865   (11%)   6%  
    Industrial Products   520   509   520   2%   —%  
    Industrial Solutions   257   262   243   (2%)   6%  
    Total Industrial Technology   777   770   763   1%   2%  
    Climate Technology Solutions   191   128   63   49%   F  
    Total Revenue $ 2,945 $ 3,128 $ 2,691   (6%)   9%  

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” EBITDA margin is defined as EBITDA divided by revenue.

    “F” is used when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    IET orders of $2,868 million for the third quarter decreased by $1,465 million, or 34% year-over-year. The decrease was driven primarily by GTE orders which were down $1,725 million or 61% year-over-year.

    IET revenue of $2,945 million for the quarter increased $254 million, or 9% year-over-year. The increase was driven primarily by Climate Technology Solutions, up favorably year-over-year, and by Gas Technology, up 6% year-over-year.

    Segment operating income for the quarter was $474 million, up 37% year-over-year. Segment EBITDA for the quarter was $528 million, up $125 million, or 31% year-over-year. The year-over-year increase in segment operating income and EBITDA was primarily driven by higher volume, pricing and productivity, partially offset by cost inflation.

    Reconciliation of GAAP to non-GAAP Financial Measures
     

    Management provides non-GAAP financial measures because it believes such measures are widely accepted financial indicators used by investors and analysts to analyze and compare companies on the basis of operating performance (including adjusted operating income; EBITDA; EBITDA margin; adjusted EBITDA; adjusted net income attributable to Baker Hughes; and adjusted diluted earnings per share) and liquidity (free cash flow) and that these measures may be used by investors to make informed investment decisions. Management believes that the exclusion of certain identified items from several key operating performance measures enables us to evaluate our operations more effectively, to identify underlying trends in the business, and to establish operational goals for certain management compensation purposes. Management also believes that free cash flow is an important supplemental measure of our cash performance but should not be considered as a measure of residual cash flow available for discretionary purposes, or as an alternative to cash flow from operating activities presented in accordance with GAAP.

    Table 1a. Reconciliation of GAAP and Adjusted Operating Income

      Three Months Ended
    (in millions) September 30,
    2024
    June 30,
    2024
    September 30,
    2023
    Operating income (GAAP) $ 930 $ 833 $ 714
    Restructuring, impairment & other     14   2
    Total operating income adjustments     14   2
    Adjusted operating income (non-GAAP) $ 930 $ 847 $ 716

    Table 1a reconciles operating income, which is the directly comparable financial result determined in accordance with GAAP, to adjusted operating income. Adjusted operating income excludes the impact of certain identified items.

    Table 1b. Reconciliation of Net Income Attributable to Baker Hughes to EBITDA and Adjusted EBITDA

      Three Months Ended
    (in millions) September 30,
    2024
    June 30,
    2024
    September 30,
    2023
    Net income attributable to Baker Hughes (GAAP) $ 766   $ 579   $ 518  
    Net income attributable to noncontrolling interests   8     2     6  
    Provision for income taxes   235     243     235  
    Interest expense, net   55     47     49  
    Other non-operating income, net   (134 )   (38 )   (94 )
    Operating income (GAAP)   930     833     714  
           
    Depreciation & amortization   278     283     267  
    EBITDA (non-GAAP)   1,208     1,116     981  
    Total operating income adjustments(1)       14     2  
    Adjusted EBITDA (non-GAAP) $ 1,208   $ 1,130   $ 983  

    (1)   See Table 1a for the identified adjustments to operating income.

    Table 1b reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to EBITDA. Adjusted EBITDA excludes the impact of certain identified items.

    Table 1c. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted Net Income Attributable to Baker Hughes

      Three Months Ended
    (in millions, except per share amounts) September 30,
    2024
    June 30,
    2024
    September 30,
    2023
    Net income attributable to Baker Hughes (GAAP) $ 766   $ 579   $ 518  
    Total operating income adjustments(1)       14     2  
    Other adjustments (non-operating)(2)   (99 )   (19 )   (95 )
    Tax adjustments(3)   (1 )   (6 )   2  
    Total adjustments, net of income tax   (100 )   (11 )   (91 )
    Less: adjustments attributable to noncontrolling interests            
    Adjustments attributable to Baker Hughes   (100 )   (11 )   (91 )
    Adjusted net income attributable to Baker Hughes (non-GAAP) $ 666   $ 568   $ 427  
           
           
    Denominator:      
    Weighted-average shares of Class A common stock outstanding diluted   999     1,001     1,017  
    Adjusted earnings per share – diluted (non-GAAP) $ 0.67   $ 0.57   $ 0.42  

    (1)   See Table 1a for the identified adjustments to operating income.

    (2)   All periods primarily reflect the net gain or loss on changes in fair value for certain equity investments.

    (3)   All periods reflect the tax associated with the other operating and non-operating adjustments.

    Table 1c reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted net income attributable to Baker Hughes. Adjusted net income attributable to Baker Hughes excludes the impact of certain identified items.

    Table 1d. Reconciliation of Net Cash Flows From Operating Activities to Free Cash Flow

      Three Months Ended
    (in millions) September 30,
    2024
    June 30,
    2024
    September 30,
    2023
    Net cash flows from operating activities (GAAP) $ 1,010   $ 348   $ 811  
    Add: cash used for capital expenditures, net of proceeds from disposal of assets   (256 )   (242 )   (219 )
    Free cash flow (non-GAAP) $ 754   $ 106   $ 592  

    Table 1d reconciles net cash flows from operating activities, which is the directly comparable financial result determined in accordance with GAAP, to free cash flow. Free cash flow is defined as net cash flows from operating activities less expenditures for capital assets plus proceeds from disposal of assets.

    Financial Tables (GAAP)
     
    Condensed Consolidated Statements of Income (Loss)
     
    (Unaudited)
      Three Months Ended
    September 30,
    Nine Months Ended
    September 30,
    (In millions, except per share amounts)   2024     2023     2024     2023  
    Revenue $ 6,908   $ 6,641   $ 20,465   $ 18,671  
    Costs and expenses:        
    Cost of revenue   5,366     5,298     16,155     14,867  
    Selling, general and administrative   612     627     1,873     1,977  
    Restructuring, impairment and other       2     21     161  
    Total costs and expenses   5,978     5,927     18,049     17,005  
    Operating income   930     714     2,416     1,666  
    Other non-operating income, net   134     94     200     638  
    Interest expense, net   (55 )   (49 )   (143 )   (171 )
    Income before income taxes   1,009     759     2,473     2,133  
    Provision for income taxes   (235 )   (235 )   (656 )   (614 )
    Net income   774     524     1,817     1,519  
    Less: Net income attributable to noncontrolling interests   8     6     17     16  
    Net income attributable to Baker Hughes Company $ 766   $ 518   $ 1,800   $ 1,503  
             
    Per share amounts:      
    Basic income per Class A common stock $ 0.77   $ 0.51   $ 1.81   $ 1.49  
    Diluted income per Class A common stock $ 0.77   $ 0.51   $ 1.80   $ 1.48  
             
    Weighted average shares:        
    Class A basic   993     1,009     996     1,010  
    Class A diluted   999     1,017     1,001     1,016  
             
    Cash dividend per Class A common stock $ 0.21   $ 0.20   $ 0.63   $ 0.58  
             
    Condensed Consolidated Statements of Financial Position
     
    (Unaudited)
    (In millions) September 30,
    2024
    December 31,
    2023
    ASSETS
    Current Assets:    
    Cash and cash equivalents $ 2,664 $ 2,646
    Current receivables, net   6,920   7,075
    Inventories, net   5,254   5,094
    All other current assets   1,730   1,486
    Total current assets   16,568   16,301
    Property, plant and equipment, less accumulated depreciation   5,150   4,893
    Goodwill   6,167   6,137
    Other intangible assets, net   3,995   4,093
    Contract and other deferred assets   1,904   1,756
    All other assets   3,746   3,765
    Total assets $ 37,530 $ 36,945
    LIABILITIES AND EQUITY
    Current Liabilities:    
    Accounts payable $ 4,431 $ 4,471
    Short-term and current portion of long-term debt   52   148
    Progress collections and deferred income   5,685   5,542
    All other current liabilities   2,622   2,830
    Total current liabilities   12,790   12,991
    Long-term debt   5,984   5,872
    Liabilities for pensions and other postretirement benefits   991   978
    All other liabilities   1,422   1,585
    Equity   16,343   15,519
    Total liabilities and equity $ 37,530 $ 36,945
         
    Outstanding Baker Hughes Company shares:    
    Class A common stock   989   998
             
    Condensed Consolidated Statements of Cash Flows
     
    (Unaudited)
      Three Months
    Ended
    September 30,
    Nine Months Ended
    September 30,
    (In millions)   2024     2024     2023  
    Cash flows from operating activities:      
    Net income $ 774   $ 1,817   $ 1,519  
    Adjustments to reconcile net income to net cash flows from operating activities:      
    Depreciation and amortization   278     844     813  
    Stock-based compensation cost   53     154     148  
    Gain on equity securities   (99 )   (171 )   (639 )
    Provision for deferred income taxes   2     35     68  
    Other asset impairments           43  
    Working capital   (21 )   (57 )   19  
    Other operating items, net   23     (480 )   159  
    Net cash flows provided by operating activities   1,010     2,142     2,130  
    Cash flows from investing activities:      
    Expenditures for capital assets   (300 )   (925 )   (868 )
    Proceeds from disposal of assets   44     145     150  
    Proceeds from sale of equity securities       21     372  
    Proceeds from business dispositions           293  
    Net cash paid for acquisitions           (301 )
    Other investing items, net   (13 )   (40 )   (149 )
    Net cash flows used in investing activities   (269 )   (799 )   (503 )
    Cash flows from financing activities:      
    Repayment of long-term debt   (9 )   (134 )    
    Dividends paid   (209 )   (628 )   (586 )
    Repurchase of Class A common stock   (152 )   (476 )   (219 )
    Other financing items, net   6     (55 )   (56 )
    Net cash flows used in financing activities   (364 )   (1,293 )   (861 )
    Effect of currency exchange rate changes on cash and cash equivalents   3     (32 )   (53 )
    Increase in cash and cash equivalents   380     18     713  
    Cash and cash equivalents, beginning of period   2,284     2,646     2,488  
    Cash and cash equivalents, end of period $ 2,664   $ 2,664   $ 3,201  
    Supplemental cash flows disclosures:      
    Income taxes paid, net of refunds $ 397   $ 733   $ 463  
    Interest paid $ 49   $ 199   $ 205  
                       

    Supplemental Financial Information

    Supplemental financial information can be found on the Company’s website at: investors.bakerhughes.com in the Financial Information section under Quarterly Results.

    Conference Call and Webcast

    The Company has scheduled an investor conference call to discuss management’s outlook and the results reported in today’s earnings announcement. The call will begin at 9:30 a.m. Eastern time, 8:30 a.m. Central time on Wednesday, October 23, 2024, the content of which is not part of this earnings release. The conference call will be broadcast live via a webcast and can be accessed by visiting the Events and Presentations page on the Company’s website at: investors.bakerhughes.com. An archived version of the webcast will be available on the website for one month following the webcast.

    Forward-Looking Statements

    This news release (and oral statements made regarding the subjects of this release) may contain 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, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target”, “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Company’s annual report on Form 10-K for the annual period ended December 31, 2023 and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the Company’s website at: http://www.investors.bakerhughes.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: http://www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

    Our expectations regarding our business outlook and business plans; the business plans of our customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.

    These forward-looking statements, including forecasts, may be substantially different from actual results, which are affected by many risks, along with the following risk factors and the timing of any of these risk factors:

    • Economic and political conditions – the impact of worldwide economic conditions and rising inflation; the effect that declines in credit availability may have on worldwide economic growth and demand for hydrocarbons; foreign currency exchange fluctuations and changes in the capital markets in locations where we operate; and the impact of government disruptions and sanctions.
    • Orders and RPO – our ability to execute on orders and RPO in accordance with agreed specifications, terms and conditions and convert those orders and RPO to revenue and cash.
    • Oil and gas market conditions – the level of petroleum industry exploration, development and production expenditures; the price of, volatility in pricing of, and the demand for crude oil and natural gas; drilling activity; drilling permits for and regulation of the shelf and the deepwater drilling; excess productive capacity; crude and product inventories; liquefied natural gas supply and demand; seasonal and other adverse weather conditions that affect the demand for energy; severe weather conditions, such as tornadoes and hurricanes, that affect exploration and production activities; Organization of Petroleum Exporting Countries (“OPEC”) policy and the adherence by OPEC nations to their OPEC production quotas.
    • Terrorism and geopolitical risks – war, military action, terrorist activities or extended periods of international conflict, particularly involving any petroleum-producing or consuming regions, including Russia and Ukraine; and the recent conflict in the Middle East; labor disruptions, civil unrest or security conditions where we operate; potentially burdensome taxation, expropriation of assets by governmental action; cybersecurity risks and cyber incidents or attacks; epidemic outbreaks.

    About Baker Hughes:

    Baker Hughes (Nasdaq: BKR) is an energy technology company that provides solutions for energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com

    For more information, please contact:

    Investor Relations

    Chase Mulvehill
    +1 346-297-2561
    investor.relations@bakerhughes.com

    Media Relations

    Adrienne Lynch
    +1 713-906-8407
    adrienne.lynch@bakerhughes.com

    The MIL Network

  • MIL-OSI United Kingdom: Governments launch largest review of sector since privatisation

    Source: United Kingdom – Executive Government & Departments

    The UK and Welsh Governments have introduced major legislation with new powers to bring criminal charges against water executives and a ban on bonuses.

    An Independent Commission into the water sector and its regulation will be launched by the government tomorrow (Wednesday 23 October), in what is expected to form the largest review of the industry since privatisation.   

    The Commission forms the next stage in the Government’s long-term approach to ensuring we have a sufficiently robust and stable regulatory framework to attract the investment needed to clean up our waterways, speed up infrastructure delivery and restore public confidence in the sector. 

    It follows the Government’s inaugural International Investment Summit last week at which the Prime Minister spoke of the need for regulation and regulators to support growth and investment in the UK.  

    Launched by the UK and Welsh governments, the Commission will report back next year with recommendations to the Government on how to tackle inherited systemic issues in the water sector to restore our rivers, lakes and seas to good health, meet the challenges of the future and drive economic growth. 

    These recommendations will form the basis of further legislation to attract long-term investment and clean up our waters for good – injecting billions of pounds into the economy, speeding up delivery on infrastructure to support house building and addressing water scarcity, given the country needs to source an additional 5 billion litres of water a day by 2050.  

    Former Deputy Governor of the Bank of England, Jon Cunliffe, will chair the Commission. With several decades of economic and regulatory experience, his appointment demonstrates the Government’s serious ambitions.  

    The Commission will draw upon a panel of experts from across the regulatory, environment, health, engineering, customer, investor and economic sectors. It forms part of the Government’s reset of the water sector by establishing a new partnership between government, water companies, customers, investors, and all those who enjoy our waters and work to protect our environment.  

    Launching the review, Secretary of State Steve Reed said:    

    Our waterways are polluted and our water system urgently needs fixing.   

    That is why today we have launched a Water Commission to attract the investment we need to clean up our waterways and rebuild our broken water infrastructure.  

    The Commission’s findings will help shape new legislation to reform the water sector so it properly serves the interests of customers and the environment. 

    Water Commission Chair Sir Jon Cunliffe said:  

    I’m honoured to be appointed as chair of the government’s new Water Commission. It is vital we deliver a better system to attract stable investment and speed up the building of water infrastructure.

    Working over many years in the public sector, in environment, transport and the Treasury, and the Bank of England, I have seen how the regulation of private firms can be fundamental to incentivising performance and innovation, securing resilience and delivering public policy objectives.  

    I am looking forward to working with experts from across the water sector, from environment and customer groups and investors, to help deliver a water sector that works successfully for both customers, investors and our natural environment.

    Huw Irranca Davies, Wales’ Deputy First Minister with responsibility for Climate Change and Rural Affairs, added:  

    This vital review couldn’t come at a more urgent time for our water environment and water industry.      

    This shows the fresh approach of our two governments working together on an issue which affects us all as consumers, investors and as stewards of the natural world.   

    Both the Welsh and UK Governments are determined to improve water quality and the resilience of the water sector for future generations. We have clear priorities for reform and a shared sense of the work needed across both countries’ policy and regulatory regimes to make this change happen.

    A set of recommendations will be delivered to the Defra Secretary of State, and Deputy First Minister and Cabinet Secretary for Climate Change and Rural Affairs next year. The UK Government and Welsh Government will then respond with the proposals they intend to take forward.  

    The objectives of the Commission are to recommend measures to ensure the regulatory system delivers:  

    • Clear Vision: Establishing clear outcomes for the future and a long-term vision for delivering environmental, public health, customer, and economic outcomes.  

    • Strategic Planning: Adopting a collaborative, strategic, catchment approach to managing water, tackling pollution and restoring nature.  

    • Better Regulation: Rationalising and clarifying requirements for companies to secure better customer and environmental outcomes. 

    • Empowered Regulators: Ensuring regulators are effective in holding water companies accountable, for example for illegal pollution.    

    • Improved Delivery: Enhancing the sector’s ability to meet obligations, including clean rivers, lakes, and seas, while driving innovation. 

    • Stable Framework: Ensuring a regulatory environment that attracts investment and supports financial resilience for water companies.  

    • Consumer Protection: Safeguarding consumer interests and affordability through transparent and fair governance.  

    • Resilient Infrastructure: Delivering and maintaining robust infrastructure on time, anticipating future needs and climate challenges.   

    The independent commission is the third stage of the government’s water strategy. In his first week in office, the Secretary of State secured an agreement from water companies and Ofwat to ringfence money for vital infrastructure upgrades so it cannot be diverted to shareholder payouts and bonus payments.   

    In just 70 days, the Government also introduced the Water (Special Measures) Bill, which sets out tough new measures to crack down on water companies failing their customers. This includes:    

    • Bringing criminal charges against persistent lawbreakers, including imprisonment.  

    • Strengthening regulation to ensure water bosses face personal criminal liability for lawbreaking.  

    • Giving the water regulator new powers to ban the payment of bonuses if environmental standards are not met.  

    • Boost accountability for water executives through a new ‘code of conduct’ for water companies, so customers can summon board members and hold executives to account.  

    • Introduce new powers to bring automatic and severe fines.  

    • Require water companies to install real-time monitors at every sewage outlet with data independently scrutinised by the water regulators.  

    In addition, the cost recovery powers of regulators will be expanded to ensure that water companies bear the cost of enforcement action taken in response to their failings. The Environment Agency will undertake a consultation on the implementation of these new powers.

    Further quotes

    Jon Phillips, Chief Executive of the Global Infrastructure Investor Association said:

    The Secretary of State should be congratulated for acting swiftly to put in place this much needed review and reset of the water sector. No parties involved in the sector can be happy with the current arrangements, and that includes investors whose capital is vital to addressing current and future environmental challenges.

    The government has heard loud and clear that the sector needs both a long-term plan and a regulatory framework that places greater emphasis on attracting investment. We look forward to the opportunity to support the Commission’s work and hope that its findings can be put into practice at the earliest opportunity.

    Gail Davies-Walsh, CEO of Afonydd Cymru, said:

    This independent review of Welsh and English water companies is very welcome news and something that we hope will ultimately result in a much needed boost for river health.

    We would like to understand how long-term water company investment can be secured to deliver the environmental performance that we need.

    Afonydd Cymru welcome the collaboration of Welsh Government and the UK Government on this matter, particularly given the current cross-border management issues that hinder river restoration efforts.

    Richard Benwell, CEO of Wildlife and Countryside Link, said:

    The water sector is a perfect example of where stronger, better enforced regulation can drive up investment and drive down pollution.

    We welcome this significant review as the next step in Defra’s work to clean up our water environment. We’ll be looking for strong new rules that tie the industry into environmental investment and improve the way that money is spent in every river catchment to deliver quick, clean results for nature and communities.

    Jamie Cook, CEO of Angling Trust, said:

    The Angling Community has been calling for a root and branch review of Britain’s failing water sector, so we are pleased the Government has moved swiftly to set up an independent commission to deliver this.

    However, there is inevitably going to be a difficult balancing act between economic, consumer and environmental priorities that this review will need to address. We are pleased the views of water users, like the two million anglers, are going to be a key part of this review. 

    The Angling Trust is committed to working with the commission to ensure the health of our rivers, lakes and seas remains front and centre of its work.

    Mark Lloyd, CEO of Rivers Trust, said:

    35 years after water privatisation, this review is long overdue, which makes it even more welcome.  Our rivers have been flatlining for far too long, alongside the failure of our current systems to manage ageing infrastructure and population increase they face huge strategic challenges from climate change and biodiversity decline.

    Incremental policy tweaks will not fix our water system, and the review must look beyond the water industry to include land and water management in both urban and rural areas.  There needs to be much more focus on delivery of cost-effective solutions, through an integrated systems approach. 

    We will be keeping a close eye on the work of the commission to ensure it considers land use, nature, drought, flood and pollution in concert, because they are all intrinsically linked.  We look forward to working closely with Sir Jon Cunliffe and his team on a new system.

    Nicci Russell, CEO of Waterwise, said:

    We welcome this review, its wide scope and the collaborative way the government is approaching it. We agree with the government that now is the time for a reset in the water sector – nothing happens without water, so access to water needs to be at the heart of everything the government does.

    We will aim to put water efficiency at the heart of the Commission’s work, and look forward to working with Sir Jon and his team of experts to do this. The first objective in our Water Efficiency Strategy to 2030 is that governments and regulators show clear, visible leadership for water efficiency and reflect this in their policy and regulatory frameworks. 

    We are also delighted to see that Ministers are placing environmental and social outcomes as equally important to economic ones – because nothing happens without water. This is a great opportunity for the water sector to play a part in the Government’s mission of national renewal – not just in delivering a vital public service, but also in playing a proactive role to ensure a just society and a strong economy.

    Joan Edwards, Director Policy and Public Affairs at The Wildlife Trusts, said:

    This review comes not a moment too soon, given the precarious and polluted state of our waters, and the looming threat of future water shortages.

    It’s crucial that regulation drives companies to invest in the solutions that can best deliver improvements for nature at the same time as limiting bill increases.

    We look forward to supporting the Commission’s work by feeding in on the importance of a healthy environment and the changes needed to get us there.

    Updates to this page

    Published 22 October 2024

    MIL OSI United Kingdom

  • MIL-OSI United Nations: Note to Correspondents: Joint communiqué of the 8th AU-UN Annual Conference

    Source: United Nations secretary general

    1. On 21 October 2024, the African Union Commission Chairperson, Moussa Faki Mahamat and the United Nations Secretary-General António Guterres convened the Eighth African Union-United Nations Annual Conference in Addis Ababa, Ethiopia. They noted with deep concern the current state of peace and security globally, including armed conflicts and humanitarian crises, and in some cases profound disregard for international law and the shared principles of the two organizations.

    2. The Chairperson and the Secretary-General reviewed progress in the implementation of the “Joint UN-AU Framework for Enhanced Partnership in Peace and Security,” the “AU-UN Framework for the Implementation of Agenda 2063 and the 2030 Agenda for Sustainable Development,” and the “AU-UN Joint Framework on Human Rights.” They welcomed the progress made in the implementation of the three joint frameworks.

    3. The Chairperson and the Secretary-General welcomed the convening of the HighLevel Strategic Dialogue on Sustainable Development co-chaired by the Deputy Secretary-General of the United Nations and the Deputy Chairperson of the African Union Commission, which seeks to advance strategic coordination and alignment within the context of the African Union-United Nations Framework for the Implementation of Agenda 2063 and the 2030 Agenda for Sustainable Development. They reiterated their commitment to deliver socio-economic development and prosperity in line with the AU Agenda 2063 and UN 2030 Agenda. They welcomed the formulation of the Second Ten-Year Implementation Plan of Agenda 2063 and emphasized the need for the timely and effective implementation of the Plan, as well as a stronger working relationship between the AU and the UN at the continental, regional and national level in its realization towards Africa’s accelerated socio-economic transformation and development. In this regard, they saluted the decision of the AU-UN High-level Strategic Dialogue to engage the African Women Leaders Network to support the mainstreaming of gender throughout the AU-UN strategic coordination process. The Chairperson and the Secretary-General welcomed the progress made, and called for the full operationalization of mechanisms of the five thematic ‘college–to–college’ formations.

    4. The Chairperson and the Secretary-General noted their concern that the absence of fiscal space in African countries to invest in sustainable development continues to undermine progress in the implementation of Agenda 2063 and the 2030 Agenda and called on Member States to approach the 4th International Conference on Financing for Development with the level of ambition needed to achieve transformative results. They reaffirmed the commitment of the African Union and the United Nations to jointly advocate for urgent measures to generate fiscal space, such as the SDG Stimulus and the reform of the international financial architecture. They reaffirmed the readiness of the two organizations to jointly support African Member States in strengthening their domestic resource mobilization systems to ensure the long-term sustainability of financing for development, including the Global Africa Business Initiative (GABI) convened by the UN Global Compact in collaboration with UN partner agencies.

    5. The Annual Conference welcomed the African Union’s membership of the G20 and the commitment of the United Nations to work with and support the African Union in ensuring that Africa’s needs, interests and priorities are well articulated and take the center-stage in the processes, agenda, deliberations and outcomes of the G20 meetings.

    6. The Chairperson and the Secretary-General welcomed the adoption by the United Nations General Assembly of the Pact for the Future, the Global Digital Compact and the Declaration on Future Generations on 22 September, noting that they open pathways to new possibilities and opportunities towards a more effective, inclusive, networked multilateral system that is better equipped to effectively respond to today’s and tomorrow’s political, economic, environmental and technological challenges. They called for urgent and concerted action to implement all agreed commitments.

    7. The Annual Conference underscored the primacy of political solutions and the need to strengthen the capacities of both organizations in preventive diplomacy and mediation. The Annual Conference emphasized the imperative to prioritize good offices missions, and further strengthen collaboration between Africa Union and United Nations Special Representatives and Envoys deployed in various parts of the continent.

    8. The Annual Conference welcomed the ongoing initiatives in promoting the Women Peace and Security and the Youth Peace and Security agendas, as well as protection of children in conflict situations. They reiterated the importance of consolidating and building on the gains made in promoting inclusive political processes through effective engagement and participation of women and the youth in peace processes at the technical, operational, decision-making and policymaking levels.

    9. The Chairperson and the Secretary-General welcomed the ongoing elaboration of the Common African Position on Climate, Peace and Security, which would represent not only a global precedent, but also an important step for mitigation and adaptation strategies on the continent. They underscored the importance of the Common African Position both as a means of underscoring the effects of climate change on Africa’s peace, security, and development efforts, and as a means to strengthen Africa’s calls for support in its sustainable development and for equity in the name of climate justice. In particular, the Annual Conference highlighted the risks posed by the aggravating water crisis across the continent, and called for greater collaboration between the AU and the UN to overcome the crisis. The Annual Conference also looked forward to the outcome of the Ninth Session of the Africa Regional Platform and the High-Level Meeting on Disaster Risk Reduction, scheduled for the 21-24 October in Namibia, and in this context called for the accelerated development of early warning systems, to attain the goal of universal coverage by 2027.

    10.The Chairperson and the Secretary-General welcomed the adoption of United Nations Security Council resolution 2719 (2023) which represents a significant milestone toward ensuring adequate, predictable and sustainable funding for African Union-led peace support operations. They further recognized that the resolution provides opportunities to strengthen the partnership between the two organizations in peace and security under Chapter VIII of the Charter of the United Nations, whilst ensuring that peace operations in general adapt to present day realities. The Annual Conference endorsed the joint AU-UN roadmap on the operationalization of resolution 2719 (2023). The Annual Conference reaffirmed the preservation of the comparative advantages and complementarity of the African Union and the United Nations, based on their respective mandates, principles and shared objectives. It underscored the importance of the implementation of the resolution, whilst maintaining an integrated approach in addressing conflict situations comprehensively, by ensuring that capacities, systems, procedures and processes, as well as joint accountability and institutional readiness continue to be strengthened for the delivery and sustainment of African Union-led peace support operations deployed under resolution 2719 (2023).

    11.The Annual Conference expressed grave concern about the stalled political transition processes in Burkina Faso, Gabon, Guinea, Mali, Niger and Sudan, and called for the timely and peaceful return to constitutional order in these countries. The Annual Conference also noted with concern the heightened instability and insecurity, as well as the shrinking civic space in the affected States. The Annual Conference recognized the importance of dialogue and collaboration between affected States and sub-regional, continental, and global organizations in addressing the political, peace, security, development and human rights challenges.

    12.The Chairperson and the Secretary-General considered the final report of the High-Level Independent Panel on Security and Development in the Sahel presented by the Chair of the Panel, former President of the Republic of Niger Mahamadou Issoufou, and agreed to jointly take forward key recommendations through their respective organs and institutional mechanisms. The Annual Conference reaffirmed the commitment of the African Union and the United Nations to enhance their support in advancing democratic transitions in West Africa and the Sahel, working closely with the Economic Community of West African States (ECOWAS).

    13.On Libya, the Annual Conference welcomed efforts by the United Nations to foster inclusive political dialogue, including recent progress on the governance of the Central Bank. It took note of the persistent political stalemate and entrenched divisions in Libya, which continue to pose challenges for efforts to reunite the country and organize credible presidential and parliamentary elections to put in place unified, representative and legitimate Libyan institutions. The Annual Conference stressed that Libya’s sustainable peace and stability will only be realized through inclusive processes that will bring about legitimate governance and institutions; and in that regard, collective efforts, including of neighbors and international partners, must focus on supporting and encouraging the main Libyan leaders to take ownership of the political process, set aside personal interests and strive to reach political consensus in support for national reconciliation and the conduct of elections without further delays. The Conference expresses full support for the continued engagement of the African Union to promote national reconciliation through the adoption of the Charter on National Reconciliation.

    14.The Annual Conference observed that geopolitical dynamics in the Horn of Africa are becoming increasingly fragile and therefore noted the need for ever more coordinated preventive action and messaging by both organizations and partners on de-escalation and constructive engagement. On Somalia, the Annual Conference reiterated their close collaboration, including on the implementation of Security Council resolution 2748 (2024) to finalize the mission implementation plan for the PSC endorsed African Union Stabilization and Support Mission in Somalia. It also reaffirmed the importance of sustained and full implementation of the Cessation of Hostilities Agreement in Tigray, Ethiopia. On South Sudan, the Annual Conference agreed to enhance coordination of regional and international support for the process led by the Intergovernmental Authority on Development and called on the Transitional Government to sustain momentum in discussions on an agreed updated roadmap and timeline and advance the implementation of the Revitalized Agreement. On Sudan, the Annual Conference expressed grave concerned about the further escalation of fighting between the Sudanese Armed Forces and the Rapid Support Forces. They urged the parties to immediately engage in genuine dialogue to reach a permanent ceasefire, while stressing that the protection of civilians should be guaranteed at all times and unhindered and sustained humanitarian access should be ensured. The African Union and the United Nations strongly condemned external interference in Sudan and urged these actors to stop the flow of arms in Sudan, which continues to fuel the conflict. They welcomed the efforts spearheaded by the African Union and the Intergovernmental Authority on Development to support the transition to a fully democratic government that fulfils the aspirations of the Sudanese people. The Annual Conference also encouraged the good offices of the Personal Envoy of the Secretary-General on Sudan and AU High-Level Panel on Sudan and called for strengthened diplomatic push underpinned by the coordination and complementarity of initiatives. They welcomed the establishment of the PSC Presidential Ad Hoc Committee on Sudan, and reaffirmed their commitment to support the Committee in executing its mandate.

    15.On the Great Lakes region, the Annual Conference welcomed the 4 August ceasefire between the Democratic Republic of the Congo (DRC) and Rwanda, which has contributed to a reduction in hostilities in the North Kivu province of the DRC, while expressing concern about the humanitarian situation in North Kivu and Ituri, where armed groups activities continue to affect civilians and impede activities of humanitarian workers. The Annual Conference commended African Union mediator President João Lourenço of Angola for his steadfast efforts through the Luanda process, and the efforts deployed under the auspices of the East African Community (EAC) and the Southern African Development Community (SADC), including the deployment of the SADC Mission in the Democratic Republic of the Congo (SAMIDRC), aimed at restoring peace and security in the eastern Democratic Republic of the Congo. The Annual Conference stressed that attaining sustainable peace calls for addressing the root causes, including through full implementation of the Peace, Security and Cooperation Framework for the Democratic Republic of the Congo and the region, and in that regard, called for enhanced coordination of regional peace initiatives, including through the Quadripartite Process facilitated by the African Union.

    16.The Annual Conference took note of the expiry of the terms of office of the African Union Commission Chairperson, Deputy Chairperson and Commissioners in early 2025. The Secretary-General took the opportunity to commend the African Union Commission leadership for the commitment and support to the partnership during their terms of office. He paid special tribute to Chairperson Moussa Faki Mahamat for his leadership of the African Union Commission over the last eight years.

    17.The Chairperson and Secretary-General agreed to convene the Ninth African Union – United Nations Annual Conference in 2025 in New York at a mutually convenient date.

    MIL OSI United Nations News

  • MIL-OSI Australia: Supporting community-led action to protect Aboriginal and Torres Strait Islander children

    Source: Ministers for Social Services

    The Albanese Labor Government is investing $10.89 million for nine Aboriginal and Torres Strait Islander Community-Controlled Organisations to support campaigns and services that help children to develop healthy relationships to prevent gender-based violence before it starts.

    This investment is a key initiative under the Aboriginal and Torres Strait Islander Action Plan 2023-2025, which was launched by all Australian governments in August last year.

    Minister for Social Services Amanda Rishworth will today visit the Victorian Aboriginal Child and Community Agency (VACCA) in Melbourne to learn more about its Deadly Kids project, which will benefit under this investment.

    “Our investment in projects like Deadly Kids recognises the importance of community-led action to prevent violence in First Nations communities,” Minster Rishworth said.

    “This project is one of nine which we are funding across the country. Together, the successful organisations will deliver a range of prevention programs and campaigns that promote healthy relationships from an early age.

    “By working together with Aboriginal Community-Controlled Organisations and communities, we can work towards addressing – and ultimately ending – the disproportionate impact of gender-based violence for Aboriginal and Torres Strait Islander peoples.”

    The Deadly Kids project will develop a train-the-trainer package promoting healthy respectful relationships and deliver it to youth groups of Aboriginal and Torres Strait Islander children aged 8-12 years across the six regions VACCA supports. This includes Northern Metropolitan, Southern Metropolitan, Eastern Metropolitan, Western Metropolitan, Inner Gippsland and Ovens Murray.

    The training will help children to recognise signs of healthy and unhealthy relationships, helping to prevent family violence from happening as they move into their adolescent years and start forming their first intimate partner relationships.

    This initiative will also help progress Target 13 under the National Agreement on Closing the Gap 2020-2030, which aims to reduce all forms of violence against Aboriginal and Torres Strait Islander women and children by at least 50 per cent by 2031.

    More information on The National Plan to End Violence against Women and Children 2022-2032 is available on the Department of Social Services website.

    This grant funding is a key initiative of the Aboriginal and Torres Strait Islander Action Plan.

    If you or someone you know is experiencing, or at risk of experiencing, domestic, family or sexual violence, call 1800 737 732, text 0458 737 732 or visit http://www.1800RESPECT.org.au for online chat and video call services.

    If you are concerned about your behaviour or use of violence, you can contact the Men’s Referral Service on 1300 766 491 or visit http://www.ntv.org.au.

    Feeling worried or no good? No shame, no judgement, safe place to yarn. Speak to a 13YARN Crisis Support Worker on 13 92 76. This service is available 24 hours a day, 7 days a week.

    MIL OSI News

  • MIL-OSI USA: Workshop to Offer Guidance on How to Open Business Claims for the Hermit’s Peak/Calf Canyon Fire

    Source: US Federal Emergency Management Agency

    Headline: Workshop to Offer Guidance on How to Open Business Claims for the Hermit’s Peak/Calf Canyon Fire

    Workshop to Offer Guidance on How to Open Business Claims for the Hermit’s Peak/Calf Canyon Fire

    SANTA FE, NM – Business owners impacted by the Hermit’s Peak/Calf Canyon Fire and subsequent flooding can receive tips at an Oct. 23 workshop on how to open a claim, learn more about what qualifies for compensation and begin the claims process on the spot. The Advocate team at the Hermit’s Peak/Calf Canyon Claims Office is partnering with the Las Vegas Chamber of Commerce and the U.S. Small Business Administration to offer guidance to affected businesses on the best way to start a claim before the Dec. 20, 2024, deadline. The workshop will be 2 p.m. – 7 p.m., Oct. 23 at Highlands University’s Student Union Building, third floor, in Las Vegas, N.M. There will be information booths and presentations on what’s required for businesses to receive compensation and what resources are available to impacted businesses. To-date the Claims Office has paid more than $214 million to business owners and is bringing the Claims Office’s business team to the community to continue to share vital information to owners as they navigate the claims process. Claims Office business team members will be onsite to assist those who want to file a Notice of Loss (NOL), which is the first step in starting a claim.“Businesses are the backbone of communities and provide jobs and essential services, which is why the Advocate Team is committed to helping eligible businesses start their claims before the deadline,” said Paula Gutierrez, the Claims Office Advocate Branch Chief. “This workshop is one way to maximize the resources that are available to business owners to address their needs, as they navigate the claims process before the Dec. 20, 2024, deadline.”Business owners who aim to submit an NOL at the workshop should bring the following:  Tax returns and profit/loss statements for 2021 and 2022Articles of incorporation or organizationCompleted W-9Copy of the IRS letter with your name and Employer Identification NumberInventory and equipment list before and after the fire and flooding. Photos of damaged propertyA document showing estimated cost of damage or losses; that could be an invoice, receipt or purchase order of repairs and costs to replace equipment and inventory.  The workshop will offer instruction on business impacts that qualify for compensation, such as increased costs, temporary interruption or closure, loss of natural resources, canceled contracts and staff who were paid after operations shut down. Representatives from the Small Business Administration New Mexico District Office, the New Mexico Minority Business Development Agency, New Mexico Small Business Assistance Program (Los Alamos National Laboratory), New Mexico Occupational Health & Safety Bureau and the City of Las Vegas Community Development Department will be onsite to share resources and answer questions.The Claims Office is committed to meeting the needs of people impacted by the fire and subsequent flooding by providing full compensation available under the law as expeditiously as possible. So far, it has paid more than $1.4 billion to claimants. As we continue to approach the Dec. 20, 2024, deadline, we continue to observe an increase in claim submissions, that may result in temporary longer wait times that often prevent same-day issuance of Letters of Determination for claims. We are actively working to reduce wait times and shorten processing times of claims. Claims Office compensation is not taxable. Receiving payment from the Claims Office will not affect eligibility for government assistance programs. Contact a tax professional for specific tax-related questions. Questions and concerns can also be addressed by calling your claim navigator or the Helpline at 505-995-7133.For information and updates regarding the Claims Office, please visit the Hermit’s Peak/Calf Canyon Claims Office website at fema.gov/hermits-peak. For information in Spanish, visit fema.gov/es/hermits-peak. You can also follow our Facebook page and turn notifications on to stay up to date about the claims process, upcoming deadlines and other program announcements at facebook.com/HermitsPeakCalfCanyonClaimsOffice. 
    erika.suzuki
    Tue, 10/22/2024 – 20:37

    MIL OSI USA News

  • MIL-OSI USA: Saving Coloradans Money on Health Care: Governor Polis and Lt. Governor Primavera Launch Colorado Hospital Price Finder New tools add more transparency in health care

    Source: US State of Colorado

    DENVER – Today, Governor Polis, Lt. Governor Primavera, and PatientRightsAdvocate.org (PRA) launched the Colorado Hospital Price Finder, a tool from a non-profit powered by information made available under HB22-1285, a law signed by Governor Polis to connect Coloradans with services, increase price transparency, and save people money on health care. This tool compliments the state-generated price transparency initiative Governor Polis and the Department of Health Care Policy and Financing announced earlier this year, empowering Coloradans with the information they need about the cost of care. 

    “Saving Coloradans money on health care is a top priority and I am excited to help launch this new and free Colorado Hospital Price Finder to make healthcare pricing more competitive and save people money on healthcare. I am excited to see more of these tools online because the more transparency the better for all of us. We will continue to ensure Colorado’s competitive health care market provides high-quality care to everyone at lower costs and provide more clarity on the true cost of health care,” said Governor Polis. 

    The Polis-Primavera Administration in partnership with the legislature has passed landmark bipartisan laws that build off of federal standards to improve hospital price transparency and lower health care costs for hardworking Coloradans. 

    “For far too long there has been a veil of secrecy and confusion that has made it hard for payers, whether that’s employers, municipalities, school districts, and other purchasers of health care, to negotiate lower prices with hospitals. This tool breaks down barriers, and helps purchasers and policymakers access the information they need to lower costs for consumers,” said Lt. Governor Primavera. Lt. Governor Primavera leads the Office of Saving People Money on Health Care. 

    HB22-1285 – Prohibiting Collection Hospital Not Disclosing Prices, sponsored by Representatives Patrick Neville and Daneya Esgar, and Senators Dominick Moreno and John Cooke, prohibited hospitals from taking debt collection action against a patient if the hospital was not in compliance with federal reporting requirements. SB23-252 – Medical Price Transparency, sponsored by Senators Kevin Van Winkle and Julie Gonzales, and Representatives Lindsay Daugherty and Anthony Hartstook, requires hospitals to make reimbursement rates publicly accessible. The Administration recently announced that the landmark reinsurance initiative will save Coloradans $493 million on health care premiums in 2025. Without the reinsurance initiative, costs would be higher for hardworking Coloradans. 

    This new service provides Coloradans the ability to research all available prices at every hospital and shop for the care that works for individuals and families. The new and free tool shows the total price that the hospital charges each payer, although the final amount charged to Coloradans depends on each person’s insurance plan and coverage. Coloradans can learn more about the Colorado Hospital Price Finder and service rates at ColoradoHospitalPrices.com. 

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    MIL OSI USA News

  • MIL-OSI USA: Governor Lamont Announces $30 Million Investment for Infrastructure Improvements at State Parks

    Source: US State of Connecticut

    (HARTFORD, CT) – Governor Ned Lamont, chairman of the State Bond Commission, today announced that the commission voted at its meeting this morning to approve an allocation of $30 million that will be used for infrastructure repairs and refurbishment needed across the Connecticut State Parks system, including $3 million that will be used to make critical repairs at state parks impacted by the extreme flash flooding event Connecticut experienced on August 18, 2024.

    This funding supports the Restore CT State Parks initiative, which is an historic effort by the Lamont administration and the state legislature to address the backlog of needed repairs across Connecticut’s 110 state parks and 32 state forests. Since 2022, the state has committed more than $70 million of American Rescue Plan Act and state bond funds to support investment in outdoor recreation across Connecticut.

    The August 18 flooding event caused serious damage at Larkin Trail State Park (Middlebury, Naugatuck, Oxford, Southbury), Kettletown State Park (Southbury), Southford Falls State Park (Southbury), and other outdoor recreational areas in the vicinity. This investment will support the most urgent repairs, including stabilizing affected areas to prevent future damage and addressing critical public safety concerns.

    “Our state parks and forests are a big part of our incredible quality of life in Connecticut,” Governor Lamont said. “These destinations are also well-loved, welcoming an estimated 17 million visitors annually – that’s more than four times the population of Connecticut. We’re restoring our parks to ensure that residents and visitors now and into the future can have a wonderful outdoor recreation experience in Connecticut.”

    The Connecticut State Parks system is administered and maintained by the Department of Energy and Environmental Protection (DEEP).

    “Thanks to the governor’s and the legislature’s historic commitment, we’ve already made significant progress addressing our backlog of repairs and refurbishment, completing dozens of projects with many more projects in process,” DEEP Commissioner Katie Dykes said. “From brand-new windows in the Heublein Tower, to terrace reconstruction at Gillette Castle, to a new boardwalk at Rocky Neck, and countless more projects, we’re delivering an improved parks experience for current and future visitors.”

    Under the Restore CT State Parks initiative, DEEP is working on projects across the state to improve ADA access, repair historic and cultural infrastructure, such as Gillette Castle, Fort Trumbull, and Heublein Tower; and address critical maintenance backlogs, such as paving and bathhouse and utility repairs.

    For more information on Restore CT State Parks, including a list of projects completed, in progress, or planned, click here.

     

    MIL OSI USA News

  • MIL-OSI Security: Former Montgomery County Restaurant Owner Sentenced to 21 Months’ Imprisonment for PPP and RRF Loan Fraud

    Source: Office of United States Attorneys

    PHILADELPHIA – United States Attorney Jacqueline C. Romero announced that Giuseppina “Josephine” Leone, 62, of North Wales, Pennsylvania, was sentenced today by United States District Court Judge Gerald A. McHugh to 21 months in prison, one year of supervised release, a $50,000 fine and $300 special assessment for pandemic program fraud. The Court denied the defendant’s request for a non-custodial sentence. The defendant has also paid full restitution in the amount of $972,861.75.

    Leone was charged by indictment on May 16, 2024, with three counts of wire fraud for making false representations in documents relating to the Paycheck Protection Program (“PPP”) and Restaurant Revitalization Fund (“RRF”) program, which provided emergency financial assistance to business owners suffering the economic effects of the COVID-19 pandemic. She pleaded guilty to those charges on May 23.

    Leone and her husband were owners of Ristorante San Marco (“RSM”), an Italian restaurant located in Ambler, Pa. Leone and her husband executed an Agreement for Sale of Real Property dated October 20, 2019, listing themselves as the “Sellers” of the RSM property and a third party as the “Buyer” for a purchase price of $1,575,000. Subsequently, on or about March 18, 2020, Leone posted on the restaurant’s Facebook page informing the public that RSM would be temporarily closed due to the COVID-19 pandemic. RSM remained closed and never reopened.

    Despite the restaurant not being in operation in April 2020, Leone submitted a fraudulent application for a PPP loan in the amount of $138,000. This application misrepresented that RSM, which had been closed for approximately a month, had 17 employees, and would use the loan for payroll and other operating expenses. The fraudulent application was approved, and the loan funds were deposited into RSM’s bank account later that month. The loan was subsequently forgiven based on further misrepresentations by Leone.

    In January 2021, while the restaurant was still not in operation, Leone submitted another fraudulent application for a PPP loan, this time seeking $120,000. The application made similar misrepresentations and was approved, resulting in the requested funds being deposited into RSM’s bank account in February 2021. Again, the PPP loan was forgiven due to misrepresentations by Leone.

    Finally, Leone defrauded another COVID-19 relief program. While RSM was still not in operation in May 2021, Leone submitted a fraudulent application for a grant under the RRF program, requesting $699,196 for restaurant operations. This RRF application mispresented that RSM, which had not been operating since March 2020, was in operation and that the money would be used to pay employee wages. As a result of this deception, the request was approved, and the funds were deposited into RSM’s bank account later in May 2021. One month later, in June 2021, Leone closed on the sale of RSM. Nonetheless, over a year later, Leone misrepresented to the federal government that the RRF funds had been used for eligible purposes, even though RSM was never reopened by Leone.

    “PPP and the other covid relief programs were meant to provide emergency aid to businesses and employees financially flattened by the pandemic,” said U.S. Attorney Romero. “My office and our partners won’t stand for opportunists like Mrs. Leone thinking they can defraud the federal government, pocket taxpayers’ money, and get away with it. We’ll continue to aggressively pursue and prosecute anyone foolish enough to do so.”

    The case was investigated by the Small Business Administration Office of Inspector General, the FBI, and Homeland Security Investigations, and is being prosecuted by Assistant United States Attorney Angella Middleton.

    MIL Security OSI

  • MIL-OSI Security: Rochester Felon Pleads Guilty to Possession of Firearm and Ammunition

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

    PITTSBURGH, Pa. – A former resident of Rochester, Pennsylvania, pleaded guilty in federal court to a firearms charge, United States Attorney Eric G. Olshan announced today.

    James Gilmore, 35, pleaded guilty before United States District Judge Cathy Bissoon to one count of possession of a firearm and ammunition by a convicted felon.

    In connection with the guilty plea, the Court was advised that, on June 9, 2021, law enforcement identified Gilmore operating a vehicle in New Brighton, Pennsylvania, and attempted to conduct a traffic stop of Gilmore due to an active arrest warrant related to a parole violation. Gilmore fled from the traffic stop, throwing a loaded firearm from the vehicle he was driving. Gilmore subsequently abandoned the vehicle, and officers observed him flee on foot. Officers recovered a gray sweatshirt from a yard where Gilmore ran, with forensic testing of both the sweatshirt and firearm revealing Gilmore’s DNA.

    At the time Gilmore possessed the firearm and ammunition, he had been previously convicted of multiple felony offenses, including a firearm and drug trafficking crime in the Court of Common Pleas in Beaver County. Federal law prohibits possession of a firearm or ammunition by a convicted felon.

    Judge Bissoon scheduled sentencing for February 11, 2025. The law provides for a maximum total sentence of up to 10 years in prison, a fine of up to $250,000, or both. Under the federal Sentencing Guidelines, the actual sentence imposed is based upon the seriousness of the offense and the prior criminal history of the defendant.

    Pending sentencing, the court remanded Gilmore to the custody of the U.S. Marshals Service.

    Assistant United States Attorney Brendan J. McKenna is prosecuting this case on behalf of the government.

    The New Brighton Area Police Department and Bureau of Alcohol, Tobacco, Firearms and Explosives conducted the investigation that led to the prosecution of Gilmore.

    MIL Security OSI

  • MIL-OSI Global: Is conservatism really on the rise in Canada? Blaine Higgs’ big loss in New Brunswick suggests not

    Source: The Conversation – Canada – By Noah Fry, PhD Candidate, Political Science, McMaster University

    Make no mistake, New Brunswick Premier Blaine Higgs lost big on Monday night. The province’s voters delivered a forceful rebuke of Higgs’ Progressive Conservatives similar to the 1995 election, when the party won only six seats against Frank McKenna’s Liberals.

    This time, the PCs were reduced to 16 seats while the Liberals won 31. The Greens dropped to two seats.

    This seat count downplays the Liberals’ 13-point popular vote lead in a tough political environment.

    Historically, the Liberals have had inefficient support that’s been concentrated in safe francophone ridings. This time, they made inroads with anglophones beyond Moncton.

    Higgs, among Canada’s most socially conservative premiers, lost his own safe seat of Quispamsis, which was among the province’s most Conservative ridings in the 2020 election.

    The result was a referendum on Higgs’ brand of conservatism. Along with the failure of the resurgent Conservatives in British Columbia to win a clear victory on Oct. 19, Higgs’ loss challenges the narrative that conservatism is on the rise across Canada.




    Read more:
    Move over, Danielle Smith: What Canadians should know about New Brunswick’s Blaine Higgs


    Governing to the (far) right

    Since gaining power in 2018, Higgs embraced a neoconservative social agenda.

    Most notably, he triggered a national conversation on trans children’s recognition in schools. Using the language of “parental rights,” Higgs introduced parent consent restrictions for name and pronoun changes for children under 16.




    Read more:
    New Brunswick’s LGBTQ+ safe schools debate makes false opponents of parents and teachers


    Research shows trans children have high rates of suicidal ideation, especially when they’re not supported in how they identify.

    Over time, Higgs supported anti-trans and anti-sex education protesters, even as many advocates, parents and educators raised concerns about the safety and mental well-being of LGBTQ+ youth. He also refused to deny what’s known as the so-called kitty litter myth that falsely alleges students are allowed to identify as animals and use litter boxes.

    When confronted by parents about a safe-sex presentation slide for a high-school audience, Higgs banned the group that conducted the presentation.

    It didn’t end there. Higgs erroneously suggested an Indigenous nation sought to claim most of the province from property owners. In 2021, his government discouraged land acknowledgements by provincial employees. Higgs also argued that Indigenous people had already ceded their land.

    Taking aim at francophones, social issues

    Higgs’ relationship with francophones was just as bad. He refused to learn French in Canada’s only bilingual province after promising he would. He alleged he was unfairly targeted as an anglophone.

    When coming to power in 2018 with a minority government, Higgs weakened bilingual requirements for paramedic positions. Later, he controversially proposed ending French immersion programs, arguing it was unfair to “English Prime” students in the province.

    When he won a majority in 2020, Higgs lowered taxes on the highest income earners while constraining increases to health care and education.

    Higgs was successful in uniting the right. As a former leadership contender of the linguistic segregationist Confederation of Regions party, Higgs welcomed far-right People’s Alliance representatives to his party.

    But his tenure faced internal opposition. Atlantic conservatism tends to be closer to the political centre. Higgs’ Maritime counterparts, Premiers Dennis King of Prince Edward Island and Tim Houston of Nova Scotia, have largely avoided social issues.

    On the province’s Policy 713, also called the Sexual Orientation and Gender Identity policy, six PCs voted with an opposition motion against the proposed changes. Four were cabinet ministers.

    Several ministers resigned from cabinet with letters blasting Higgs’ leadership.

    Almost half of PC riding associations sought a leadership review. They fell just short of the minimum needed to trigger a review.

    Most leaders recognize when their time was up. Not Higgs.

    An embattled campaign

    The PCs’ tumultuous time in government made for an uninspired campaign. Twelve of the 26 winning PC representatives from 2020 did not run again. In their place came more social conservatives who would not oppose Higgs.

    The PCs received bad news early. They were projected to fall short of their 2024-25 balanced budget aims.

    Still, Higgs campaigned on his fiscal management. He offered a two per cent HST cut as a reward. For some, this proposal rang as vote-buying from a government that could have pursued a sales tax cut at any point in its six-year tenure.

    The PCs campaigned on few other commitments. Their two-page platform made generic promises like “respect parents.” They also sought to “compel individuals into drug treatment” and “axe the carbon tax.”

    Meanwhile, the Liberals hammered the PCs on housing, health care and education. All three areas had been stressed by population growth and tight funding. Housing policy was a particular weakness given the PCs’ long-term resistance to rent caps and its record as a housing-starts laggard.

    Higgs’ confidence in his record was misplaced. While his social conservativism has an audience in New Brunswick, few saw it as a priority relative to the cost of living.

    His other campaign efforts made little difference. Higgs sought to make his opponent Prime Minister Justin Trudeau. He also stirred anti-immigration sentiment over federal asylum-seeker plans. Both efforts seemed desperate.

    Rejection of grievance politics?

    The Liberals’ return to power could be attributed to a referendum on Higgs. There is no doubt Higgs had personal defects that cost him his own riding.

    But his loss is more than a personal rejection. It also seems a rejection of a grievance politics that favours anger over substance.

    After repeatedly focusing on social issues over matters like housing, the grievances lost their allure. Even for the most steadfast Conservative voters, Higgs’ targeting of minorities came across as bullying.

    While Higgs may be the worst offender, he is not the only practitioner of grievance conservatism. Federal Conservative Leader Pierre Poilievre and Alberta Premier Danielle Smith play the same tune. Will their political fates be any different?

    Noah Fry 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. Is conservatism really on the rise in Canada? Blaine Higgs’ big loss in New Brunswick suggests not – https://theconversation.com/is-conservatism-really-on-the-rise-in-canada-blaine-higgs-big-loss-in-new-brunswick-suggests-not-241971

    MIL OSI – Global Reports

  • MIL-OSI United Kingdom: Landmark UK-Germany defence agreement to strengthen our security and prosperity

    Source: United Kingdom – Executive Government & Departments

    A landmark defence agreement will be signed by Defence Secretary John Healey MP and German Defence Minister Boris Pistorius in London today in a major moment for NATO, and European security and prosperity. It is the first-of-its-kind agreement between the UK and Germany on defence.

    • Defence Secretary John Healey MP and German Defence Minister Boris Pistorius will sign the landmark Trinity House Agreement today (Wednesday 23 October), bringing the two nations closer together than ever before.

    • Agreement will boost the economy, investment, and jobs, paving the way for a new artillery gun barrel factory to open in the UK.

    • German aircraft will operate from Scotland as part of the agreement, bolstering European security.

    The signing of the Trinity House Agreement marks a fundamental shift in the UK’s relations with Germany and for European security. This agreement between Europe’s two biggest defence spenders will strengthen national security and economic growth in the face of growing Russian aggression and increasing threats.

    The new partnership will help drive investment into the UK – with the agreement paving the way for a new artillery gun barrel factory to be opened in the UK, supporting more than 400 jobs and nearly half a billion-pounds boost to the British economy. The opening of the Rheinmetall factory will see the UK manufacture artillery gun barrels for the first time in 10 years, using British steel produced by Sheffield Forgemasters.

    The deal will see the UK and Germany work together systemically for years to come on a range of ground-breaking defence projects and across all domains (air, land, sea, space and cyber). This includes working jointly to rapidly develop brand-new extended deep strike weapons that can travel further with more precision than current systems, including Storm Shadow.

    It will bring the two nation’s defence industries closer than ever, including a long-term commitment to manufacturing Boxer armoured vehicles, supporting skilled jobs across the UK. The deal also aims to support and expanded complex weapons development in the UK, laying a path for Sting Ray Torpedoes procurement.

    The Trinity House Agreement includes:

    • New long-range strike weapons – working jointly to rapidly develop a new system that can fire even further and be more precise in its targeting than any current system.

    • New boost for British industry – a new large calibre gun manufacturing facility in the UK, supporting more than 400 jobs, and planned to use British steel, bringing nearly half a billion-pound economic boost to the UK over 10 years.

    • New cooperation to strengthen the Eastern Flank – the armies training and exercising more together, using the front as a catalyst for developing new ways of fighting.

    • Land Industrial Cooperation – cooperation on Boxer armed vehicles and kickstarting collaboration of land-based drones.

    • Protecting critical underwater infrastructure – working together to protect the vital cables in the seabed on the North Sea. This includes exploring new offboard undersea surveillance capabilities to improve detection of adversary activity.

    • German planes in Scotland – German P8 aircraft will periodically operate out of Lossiemouth to help protect the North Atlantic.

    • New drones – working towards drones that could operate alongside our fighter jets, as well as drones that can be used by other military force.

    • Exploration and development of new Maritime Uncrewed Air System capabilities.

    • New Ukraine support – new joint work to enable German Sea King helicopters to be armed with modern missile systems as well as work on capability coalitions.

    • Joint work with partners to integrate air defence systems to better protect European air space against the threat of long-range missiles, building on work agreed at the NATO Defence Ministers meeting just last week.

    The agreement is a key example of the Government delivering on its commitment to reset relations with European allies and bolster national security. It will be signed less than 100 days after the Defence Secretary visited Berlin to kick off negotiations in July and is the first pillar in a wider UK-Germany treaty pledged by Prime Minister Keir Starmer and Chancellor Olaf Scholz in August.

    Defence Secretary John Healey MP said:

    The Trinity House Agreement is a milestone moment in our relationship with Germany and a major strengthening of Europe’s security.

    It secures unprecedented levels of new cooperation with the German Armed Forces and industry, bringing benefits to our shared security and prosperity, protecting our shared values and boosting our defence industrial bases.

    This landmark agreement delivers on the Government’s manifesto commitment to strike a new defence relationship with Germany – less than four months since winning the election in July – and we will build on this new cooperation in the months and years ahead.

    I pay tribute to our negotiating teams who have worked hard at pace to deliver this.

    German Defence Minister Boris Pistorius said:

    The UK and Germany are moving closer together. With projects across the air, land, sea, and cyber domains, we will jointly increase our defence capabilities, thereby strengthening the European pillar within NATO. We can only strengthen our ability to act together. This is why our cooperation projects are open to other partners.

    We must not take security in Europe for granted. Russia is waging war against Ukraine, it is increasing its weapons production immensely and has repeatedly launched hybrid attacks on our partners in Eastern Europe.

    With the Trinity House Agreement, we are showing that the NATO Allies have recognised what these times require and are determined to improve their deterrence and defence capabilities. As it lays the foundation for future projects, the Trinity House Agreement is an important contribution to this. It is particularly important to me that we cooperate even more closely to strengthen NATO’s eastern flank and to close critical capability gaps, for instance in the field of long-range strike weapons.

    Armin Papperger, CEO and Chairman of Rheinmetall AG commented that:

    Rheinmetall’s investment in the gun hall reflects a forward-looking approach to innovation, collaboration, and national defence. It ensures the UK remains a leader in developing and manufacturing defence technologies that safeguard both national and global security.

    Gary Nutter, Chief Executive Officer at Sheffield Forgemasters, said:

    I am delighted to confirm that Sheffield Forgemasters will reinstate gun barrels manufacture after a 20-year hiatus, to supply large-calibre gun-barrels to Germany’s Rheinmetall AG, servicing UK defence contracts and exports.

    Updates to this page

    Published 22 October 2024

    MIL OSI United Kingdom

  • MIL-OSI USA: Senator Wicker Statement on Gulf Coast Passenger Service Grant Approval

    US Senate News:

    Source: United States Senator for Mississippi Roger Wicker

    WASHINGTON – Today, an agreement was reached among stakeholders on the Consolidated Rail Infrastructure and Safety Improvements (CRISI) Grant which will provide crucial funding to restore passenger rail service along the Mississippi Gulf Coast. The $178,435,333 grant was previously awarded by the Federal Railroad Administration.

    U.S. Senator Roger Wicker, R-Miss., has used his position as Chairman and Ranking Member of the U.S. Senate Commerce Committee to restore the return of passenger rail to the Gulf Coast for the first time since Hurricane Katrina. While serving as chairman, he helped negotiate the infrastructure bill which is the origin of the CRISI Grant.

    Senator Wicker released the following statement:

    “I appreciate the partnership shared by local and state government officials and the freight rail companies, CSX, and Norfolk Southern. This service will provide economic opportunities to the Gulf Coast Region and provide an alternative way to move people safely. Years of hard work and cooperation have brought us to this important moment,” Senator Wicker said.

    Scheduled to resume in 2025, the services are expected to provide economic growth opportunities, boost tourism, and reduce traffic on our roadways. Two trains will run roundtrip from New Orleans to Mobile with stops in Bay St. Louis, Gulfport, Biloxi, and Pascagoula.

    A groundbreaking ceremony was held today in Mobile for the layover track, where a train is stored when not in use. That piece of the project had been one of the remaining hurdles to restoring the route.

    MIL OSI USA News

  • MIL-OSI USA: Brown, UAW Workers, Cleveland-Cliffs, and Zanesville Mayor Don Mason Tout Successful Fight to Save Local Jobs by Fixing Misguided Biden Administration Rule

    US Senate News:

    Source: United States Senator for Ohio Sherrod Brown

    ZANESVILLE, OH – Today, U.S. Senator Sherrod Brown (D-OH) joined Zanesville Mayor Don Mason and UAW workers to highlight his successful fight pushing the Biden Administration to fix a flawed electrical distribution transformer regulation that would have cost Ohioans’ jobs and devastated U.S. electrical steel manufacturers—including Ohio-based Cleveland-Cliffs. Cleveland-Cliffs makes grain-oriented electrical steel used to form the cores of electric distribution and power transformers and non-grained-oriented steel used in other end uses at its Zanesville plant.

    The Administration’s rule would have required all new transformers to be produced with a different kind of steel metal that’s almost entirely manufactured overseas – rather than what’s known as grain-oriented electric steel, which Cleveland-Cliffs produces in Ohio, at its Zanesville plant, and in Pennsylvania.

    “This was a bipartisan effort with the mayor, UAW, Cleveland-Cliffs, and other Ohioans,” said Brown. “Together we got the Biden Administration to back down, saving union jobs in Zanesville. I will always go to bat for Ohio workers and Ohio businesses, and stand up to anyone who threatens our jobs.”

    “Senator Brown understands that the United States cannot become reliant on countries like Japan, China and Mexico for our energy security. That’s why he fought back against the Department of Energy’s flawed transformer rule and helped achieved changes to the regulation that will preserve utilization of GOES in transformers.  Because of Senator Brown’s successful advocacy, Cleveland-Cliffs is now making investments in the production of electrical steel and preserving good-paying, UAW jobs at Zanesville Works,” said Lourenco Goncalves, Chairman, President & CEO, Cleveland-Cliffs Inc. 

    “The hard-working people of the Zanesville community appreciate the efforts and support of Senator Sherrod Brown and other federal legislators. Those successful efforts persuaded the Department of Energy to back off their proposal and will keep well-paying American  jobs in Zanesville,” said Zanesville Mayor Don Mason. “Without those efforts, materials and supplies for the transmission grid and industry would have shifted from reliable domestic sources to unreliable offshore sources. Those efforts also support reliability in the delivery of electricity to businesses and homes at a time when reliability is most needed. Furthermore, those successful efforts support the continued investment by American companies in American cities and American workers.”

    “I would like to thank Cleveland-Cliffs, our UAW leaders, and our elected officials, especially Senator Sherrod Brown, and Mayor Don Mason, who represent us and have fought against regulations that would have closed our plant, by forcing transformers manufacturers away from the Grain Oriented Electrical steel that we finish here at Zanesville,” said Eric Spiker, President, UAW Local 4104. “We are not the only ones that benefit from the work that the Senator has done. The communities that surround us, the State, and the country as well benefit.”

    Brown joined Ohio manufacturers, Ohio workers, and rural electric co-ops to fight the regulation. His push—which included proposing the bipartisan Distribution Transformer Efficiency & Supply Chain Reliability Act of 2024 with U.S. Senator Ted Cruz (R-TX)—led the Biden administration to correct major deficiencies in the proposed rule. This bill was built upon another bipartisan Senate effort from last June when Brown, Cruz, and Senator Bill Hagerty (R-TN) sent a bipartisan letter to Department of Energy Secretary Jennifer Granholm, signed by an additional 13 Democrats and 32 Republicans, calling on the Department to fix the proposed regulations.

    MIL OSI USA News

  • MIL-OSI: O2Gold Announces C$1.5M Non-Brokered Private Placement

    Source: GlobeNewswire (MIL-OSI)

    NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

    TORONTO, Oct. 22, 2024 (GLOBE NEWSWIRE) — O2Gold Inc. (NEX:OTGO.H) (“O2Gold” or the “Company“) is pleased to announce a non-brokered private placement financing of: (i) 15,000,000 subscription receipts of the Company (the “Subscription Receipts”) at a price per Subscription Receipt of C$0.05; and (ii) 15,000,000 flow-through subscription receipts of the Company (the “FT Subscription Receipts”) at a price per FT Subscription Receipt of C$0.05, for aggregate gross proceeds to the Company of C$1,500,000 (together, the “Offering”).

    The Subscription Receipts and FT Subscription Receipts will be created and issued pursuant to the terms of subscription receipt agreements (each, a “Subscription Receipt Agreement“) between the Company and the subscribers. Each Subscription Receipt and FT Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one unit of the Company (a “Unit“) and one flow-through unit of the Company (a “FT Unit”), respectively, immediately upon the satisfaction or waiver of the Escrow Release Conditions (as defined below) at or before the date that is 120 days from the closing date of the Offering (the “Escrow Release Deadline”).

    Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant of the Company (a “Type 1 Warrant”). Each Type 1 Warrant will entitle the holder to acquire one Common Share (a “Type 1 Warrant Share”) at a price of C$0.08 per Type 1 Warrant Share for a period of 36 months following the closing date of the Offering. Each FT Unit will consist of one flow-through common share in the capital of the Company (a “FT Share”) and one common share purchase warrant of the Company (a “Type 2 Warrant”). Each Type 2 Warrant will entitle the holder to acquire one Common Share (a “Type 2 Warrant Share”) at a price of C$0.08 per Type 2 Warrant Share for a period of 24 months following the closing date of the Offering. Each FT Share shall qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”).

    The gross proceeds from the sale of FT Subscription Receipts will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Tax Act (the “Qualifying Expenditures”) related to the Company’s project in Quebec. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Subscription Receipts effective December 31, 2024. The net proceeds from the sale of Subscription Receipts will be used by the Company for general working capital and corporate purposes, and for exploration costs incurred at the Company’s project in Quebec.

    Upon closing of the Offering, the gross proceeds of the Offering will be deposited in escrow with the Company’s legal counsel pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the Subscription Receipt Agreement. If the Escrow Release Conditions are not satisfied at or before the Escrow Release Deadline, each of the then issued and outstanding Subscription Receipts and FT Subscription Receipts will be cancelled and the Company’s legal counsel will return to each holder of Subscription Receipts and FT Subscription Receipts an amount equal to the aggregate issue price of the Subscription Receipts and FT Subscription Receipts held by such holder. To the extent that the escrowed funds are insufficient to refund such amounts to each holder of the Subscription Receipts and FT Subscription Receipts, the Company shall be liable for and will contribute such amounts as are necessary to satisfy the shortfall.

    Pursuant to the terms of the Subscription Receipt Agreement, each Subscription Receipt and FT Subscription Receipt shall automatically convert into one Unit and one FT Unit, respectively, upon:

    (a)  the receipt of all required regulatory approvals in connection with the uplisting of the Common Shares from the NEX to Tier 2 of the TSX Venture Exchange (the “Exchange”);

    (b)  the receipt of all required regulatory approvals in connection with the conditional listing approval by the Exchange for the listing of the Common Shares and FT Shares issued under the Offering, together with the listing of the Type 1 Warrant Shares and Type 2 Warrant Shares upon exercise of the Type 1 Warrants and Type 2 Warrants, respectively; and

    (c)  the Company having delivered a notice to the Company’s legal counsel confirming that all escrow release conditions have been met or waived;

    (collectively, the “Escrow Release Conditions”).

    The Offering is subject to the receipt of all regulatory approvals including the approval of the Exchange. All securities issued under the Offering will be subject to a hold period expiring four months and one day from the date of issuance. The Offering is expected to close on or about November 13, 2024, or such other date as determined by the Company.

    The Company may pay finders’ fees of up to 7.0% of the gross proceeds raised by the Company from the sale of Subscription Receipts and FT Subscription Receipts to subscribers directly introduced to the Company by eligible finders. The Company may issue to eligible finders non-transferable finders’ warrants of up to 7.0% of the number of Subscription Receipt and FT Subscription Receipts sold in the Offering. Each finders’ warrant will entitle the holder to acquire one Unit at a price of the greater of (i) C$0.05 and (ii) the Discounted Market Price (as such term is defined in the policies of the Exchange) of the common shares of the Company as of the date hereof per Unit for a period of 24 months from the date of issuance.

    This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold in the United States or to U.S. persons or in any other jurisdiction in which such offer or sale would be unlawful prior to registration under U.S. Securities Act of 1933 and applicable state securities laws or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom, respectively.

    About O2Gold

    O2Gold is a mineral exploration company.
    For additional information, please contact:
    Scott Moore, Chief Executive Officer
    Phone: (416) 861-1685
    Email: smoore@miningsm.com

    Regulatory Statements

    This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Offering, including the Company’s intended use of proceeds, closing conditions and timing, and other matters related thereto. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information, including but not limited to: receipt of necessary approvals; general business, economic, competitive, political and social uncertainties; future mineral prices and market demand; accidents, labour disputes and shortages and other risks of the mining industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

    NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

    The MIL Network