Category: Taxation

  • MIL-OSI USA: Garbarino, Gottheimer Introduce Bipartisan FLOAT Act to Reduce the Financial Burden Of Flood Insurance Costs

    Source: United States House of Representatives – Representative Andrew Garbarino (R-NY)

    WASHINGTON, D.C.Congressmen Andrew R. Garbarino (R-NY-02) and Josh Gottheimer (D-NJ-05) introduced the bipartisan Flood Loss Offset and Affordability Tax Credit (FLOAT) Act. The legislation introduces a tax credit of up to $1,000 to help individuals and families afford flood insurance premiums, whether through the National Flood Insurance Program (NFIP) or private insurers.

    The FLOAT Act aims to ease the financial burden of flood insurance, encouraging homeowners to invest in protective coverage. The tax credit will be available to households earning under $200,000 annually, with a phaseout for higher incomes, and up to $400,000 for joint filers. The credit is also limited to primary residences and is inflation-adjusted to ensure long-term affordability.

    “Long Islanders know firsthand the impact of flooding and the importance of being prepared. This legislation provides a critical incentive for homeowners to protect their properties without breaking the bank,” said Rep. Garbarino. “With instances of severe weather on the rise, the FLOAT Act ensures that families in my district can afford flood insurance coverage, enabling them to recover quickly and avoid devastating financial losses.”

    The FLOAT Act reflects a proactive approach to mitigating the risks and costs associated with severe weather events. By offering an annual tax credit for flood insurance premiums, the legislation makes insurance more accessible and ensures that homeowners and their communities can withstand and recover from disasters more effectively.

    Read the full bill text here

    ###

    MIL OSI USA News

  • MIL-OSI Europe: REPORT on the draft Council directive on Faster and Safer Relief of Excess Withholding Taxes – A10-0011/2024

    Source: European Parliament

    DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION

    on the draft Council directive on Faster and Safer Relief of Excess Withholding Taxes

    (09925/2024 – C10‑0002/2024 – 2023/0187(CNS))

    (Special legislative procedure – renewed consultation)

    The European Parliament,

     having regard to the Council draft (09925/2024),

     having regard to the Commission proposal to the Council (COM(2023)0324),

     having regard to its position of 28 February 2024[1],

     having regard to Article 115 of the Treaty on the Functioning of the European Union , pursuant to which the Council consulted Parliament again (C10‑0002/2024),

     having regard to Rule 84 and 86 of its Rules of Procedure,

     having regard to the report of the Committee on Economic and Monetary Affairs (A10-0011/2024),

    1. Approves the Council draft;

    2. Calls on the Council to notify Parliament if it intends to depart from the text approved by Parliament;

    3. Asks the Council to consult Parliament again if it intends to substantially amend the text approved by Parliament;

    4. Instructs its President to forward its position to the Council, the Commission and the national parliaments.

    EXPLANATORY STATEMENT

    On 28 July 2023, the Council consulted the Parliament on a proposal for a Council Directive on Faster and Safer Relief of Excess Withholding Taxes[2].

    The Parliament delivered its opinion on 28 February 2024[3].

    On 14 May 2024, the Council reached a general approach on the draft Directive[4].

    However, given fundamental differences between the 19 June 2023 text of the Commission on which the Parliament was initially consulted and the text unanimously agreed in Council, the latter decided to re-consult the Parliament.

    According to the agreed text by the Council, the directive will introduce a common EU digital tax residence certificate (eTRC) and two fast-track procedures complementing the existing standard refund procedure for withholding taxes, as proposed by the Commission. However, the deadlines for the issuance of the eTRC and the quick refund system have been prolonged, making the tax relief ‘less fast’ than originally foreseen by the Commission’s proposal.

    A key change is the exemption provided to Member States who already have a comprehensive relief-at-source system in place and who have a relatively small financial market, i.e. when their market capitalisation ratio is below a threshold of 1,5% (as reported by ESMA).

    The Directive further introduces a reporting obligation for financial intermediaries, who will have to register in national registers established pursuant to this Directive in order to be able to request the fast-track procedures. The Council agreed to create a European Certified Financial Intermediary Portal to simplify the procedure.

    Finally, the Council agreement extends the original deadline for the entry into force of 1 January 2027, as foreseen by the Commission’s proposal, to 1 January 2030.

    In its letter requesting re-consultation, the Council is asking the Parliament to deliver its opinion as soon as possible and by 31 January 2024 at the latest. This is because Member States want to start working, together with tax authorities, the Commission and business stakeholders, on implementing acts. These implementing acts should, for instance, lay down standard computerised forms, including the linguistic arrangements, and technical protocols, including security standards, for the EU-wide eTRC.

    The text agreed in the Council, although not fully in line with the EP opinion, still introduces a faster tax relief process compared to the current situation. The introduction of an electronic tax residency certificate (eTRC) was supported by the Parliament, Council, and the Commission.

    Overall, the deal struck by the Council is not only a step in the right direction towards facilitating cross-border investments and completing the Capital Markets Union (CMU). It also introduces some important measures to detect potential tax fraud or abuse in relation with withholding taxes.

    However, it is regrettable that the Council decided to postpone the entry into force until 2030, given the current importance of the completion of the CMU, as recently highlighted by the reports by Mario Draghi and Enrico Letta. In view of legal certainty and citizens’ interest to have a faster withholding tax refunding process, the Council should adopt quickly the COM(2023)0324 proposal on Faster and Safer Relief of Excess Withholding Taxes.

    Taking into account the time needed to transpose the Directive in Member States’ legislation and the political will to speed up its adoption, your rapporteur proposes that Parliament approves the proposal without amendments pursuant to a simplified procedure without amendments (rule 52).

     

    ANNEX: ENTITIES OR PERSONS FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

    The rapporteur declares under his exclusive responsibility that he did not receive input from any entity or person to be mentioned in this Annex pursuant to Article 8 of Annex I to the Rules of Procedure.

     

     

    PROCEDURE – COMMITTEE RESPONSIBLE

    Title

    Faster and Safer Relief of Excess Withholding Taxes

    References

    09925/2024 – C10-0002/2024 – COM(2023)0324 – C9-0204/2023 – 2023/0187(CNS)

    Date Parliament was consulted

    28.7.2023

     

     

     

    Committee(s) responsible

    ECON

     

     

     

    Rapporteurs

     Date appointed

    Herbert Dorfmann

    12.9.2024

     

     

     

    Simplified procedure – date of decision

    14.10.2024

    Discussed in committee

    14.10.2024

     

     

     

    Date adopted

    14.10.2024

     

     

     

    Date tabled

    22.10.2024

     

     

    MIL OSI Europe News

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

    Third Quarter and Fiscal 2024 Highlights

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

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

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

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

    Outlook

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

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

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

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

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

    Use of Non-GAAP Financial Information:

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

    About FormFactor:

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

    Forward-looking Statements:

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

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

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

    About our Non-GAAP Financial Measures:

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

    Source: FormFactor, Inc.
    FORM-F

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

    The MIL Network

  • MIL-OSI: Credit Acceptance Announces Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Southfield, Michigan, Oct. 30, 2024 (GLOBE NEWSWIRE) — Credit Acceptance Corporation (Nasdaq: CACC) (referred to as the “Company”, “Credit Acceptance”, “we”, “our”, or “us”) today announced consolidated net income of $78.8 million, or $6.35 per diluted share, for the three months ended September 30, 2024 compared to consolidated net income of $70.8 million, or $5.43 per diluted share, for the same period in 2023. Adjusted net income, a non-GAAP financial measure, for the three months ended September 30, 2024 was $109.1 million, or $8.79 per diluted share, compared to $139.5 million, or $10.70 per diluted share, for the same period in 2023. The following table summarizes our financial results:

    (In millions, except per share data)   For the Three Months Ended   For the Nine Months Ended
        September 30, 2024   June 30, 2024   September 30, 2023     September 30, 2024     September 30, 2023
    GAAP net income (loss)   $         78.8    $         (47.1)     $         70.8    $         96.0    $         192.5 
    GAAP net income (loss) per diluted share   $         6.35    $         (3.83)     $         5.43    $         7.68    $         14.73 
                         
    Adjusted net income (1)   $         109.1    $         126.4      $         139.5    $         352.9    $         406.5 
    Adjusted net income per diluted share (1)   $         8.79    $         10.29      $         10.70    $         28.25    $         31.10 

    (1)   Represents a non-GAAP financial measure.

    Our results for the third quarter of 2024 in comparison to the third quarter of 2023 included:

    • A similar decline in forecasted collection rates
      A decline in forecasted collection rates decreased forecasted net cash flows from our loan portfolio by $62.8 million, or 0.6%, compared to a decrease in forecasted collection rates during the third quarter of 2023 that decreased forecasted net cash flows from our loan portfolio by $69.4 million, or 0.7%.
    • A decrease in forecasted profitability for Consumer Loans assigned in 2021 through 2024
      Forecasted profitability was lower than our estimates at September 30, 2023, due to both a decline in forecasted collection rates and slower forecasted net cash flow timing since the third quarter of 2023. The slower forecasted net cash flow timing was primarily a result of a decrease in Consumer Loan prepayments, which remain at below-average levels.
    • Growth in Consumer Loan assignment volume and the average balance of our loan portfolio
      Unit and dollar volumes grew 17.7% and 12.2%, respectively, as compared to the third quarter of 2023. The average balance of our loan portfolio, which is our largest-ever, increased 14.9% and 18.6% on a GAAP and adjusted basis, respectively, as compared to the third quarter of 2023.
    • An increase in the initial spread on Consumer Loan assignments
      The initial spread increased to 21.9% compared to 21.4% on Consumer Loans assigned in the third quarter of 2023.
    • An increase in our average cost of debt
      Our average cost of debt increased from 5.8% to 7.3%, primarily a result of higher interest rates on recently completed or extended secured financings and recently issued senior notes and the repayment of older secured financings and senior notes with lower interest rates.
    • A decrease in common shares outstanding due to stock repurchases
      Since the third quarter of 2023, we have repurchased approximately 566,000 shares, or 4.5% of the shares outstanding as of September 30, 2023. There were no stock repurchases during the third quarter of 2024.

    Our results for the third quarter of 2024 in comparison to the second quarter of 2024 included:

    • A smaller decline in forecasted collection rates
      A decline in forecasted collection rates decreased forecasted net cash flows from our loan portfolio by $62.8 million, or 0.6%, compared to a decrease in forecasted collection rates during the second quarter of 2024 that decreased forecasted net cash flows from our loan portfolio by $189.3 million, or 1.7%. The $189.3 million decrease in forecasted net cash flows for the second quarter of 2024 was composed of an ordinary decrease in forecasted net cash flows of $42.1 million, or 0.3%, and an adjustment applied to our forecasting methodology, which upon implementation, reduced forecasted net cash flows by $147.2 million, or 1.4%.
    • A decrease in forecasted profitability for Consumer Loans assigned in 2021 through 2024
      Forecasted profitability was lower than our estimates at June 30, 2024, due to both the decline in forecasted collection rates and the slower forecasted net cash flow timing during the third quarter of 2024 discussed above.
    • Growth in the average balance of our loan portfolio
      The average balance of our loan portfolio, which is our largest-ever, increased 2.6% and 4.3% on a GAAP and adjusted basis, respectively, as compared to the second quarter of 2024.
    • Loss on sale of building
      We recognized a $23.7 million loss during the second quarter of 2024 related to the sale of one of our two office buildings, which we have excluded from our adjusted results. The building was sold to reduce excess office space and eliminate the associated annual operating costs of approximately $2.1 million.

    Consumer Loan Metrics

    Dealers assign retail installment contracts (referred to as “Consumer Loans”) to Credit Acceptance. At the time a Consumer Loan is submitted to us for assignment, we forecast future expected cash flows from the Consumer Loan. Based on the amount and timing of these forecasts and expected expense levels, an advance or one-time purchase payment is made to the related dealer at a price designed to maximize economic profit, a non-GAAP financial measure that considers our return on capital, our cost of capital, and the amount of capital invested. 

    We use a statistical model to estimate the expected collection rate for each Consumer Loan at the time of assignment. We continue to evaluate the expected collection rate for each Consumer Loan subsequent to assignment. Our evaluation becomes more accurate as the Consumer Loans age, as we use actual performance data in our forecast. By comparing our current expected collection rate for each Consumer Loan with the rate we projected at the time of assignment, we are able to assess the accuracy of our initial forecast. The following table compares our aggregated forecast of Consumer Loan collection rates as of September 30, 2024, with the aggregated forecasts as of June 30, 2024, as of December 31, 2023, and at the time of assignment, segmented by year of assignment:

        Forecasted Collection Percentage as of (1)   Current Forecast Variance from
     Consumer Loan Assignment Year   September 30, 2024   June 30, 2024   December 31, 2023   Initial
    Forecast
      June 30, 2024   December 31, 2023   Initial
    Forecast
    2015           65.3  %           65.3  %           65.2  %           67.7  %           0.0  %           0.1  %           -2.4  %
    2016           63.9  %           63.9  %           63.8  %           65.4  %           0.0  %           0.1  %           -1.5  %
    2017           64.7  %           64.7  %           64.7  %           64.0  %           0.0  %           0.0  %           0.7  %
    2018           65.5  %           65.5  %           65.5  %           63.6  %           0.0  %           0.0  %           1.9  %
    2019           67.2  %           67.1  %           66.9  %           64.0  %           0.1  %           0.3  %           3.2  %
    2020           67.6  %           67.7  %           67.6  %           63.4  %           -0.1  %           0.0  %           4.2  %
    2021           63.8  %           64.1  %           64.5  %           66.3  %           -0.3  %           -0.7  %           -2.5  %
    2022           60.6  %           61.1  %           62.7  %           67.5  %           -0.5  %           -2.1  %           -6.9  %
    2023           64.3  %           64.5  %           67.4  %           67.5  %           -0.2  %           -3.1  %           -3.2  %
         2024 (2)           66.6  %           66.6  %           —              67.3  %           0.0  %           —              -0.7  %

    (1)   Represents the total forecasted collections we expect to collect on the Consumer Loans as a percentage of the repayments that we were contractually owed on the Consumer Loans at the time of assignment. Contractual repayments include both principal and interest. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates.
    (2)   The forecasted collection rate for 2024 Consumer Loans as of September 30, 2024 includes both Consumer Loans that were in our portfolio as of June 30, 2024 and Consumer Loans assigned during the most recent quarter. The following table provides forecasted collection rates for each of these segments:

        Forecasted Collection Percentage as of   Current Forecast Variance from
    2024 Consumer Loan Assignment Period   September 30, 2024   June 30, 2024   Initial
    Forecast
      June 30, 2024   Initial
    Forecast
    January 1, 2024 through June 30, 2024           66.4  %           66.6  %           67.2  %           -0.2  %           -0.8  %
    July 1, 2024 through September 30, 2024           67.0  %           —              67.3  %           —              -0.3  %

    Consumer Loans assigned in 2018 through 2020 have yielded forecasted collection results significantly better than our initial estimates, while Consumer Loans assigned in 2015, 2016, and 2021 through 2023 have yielded forecasted collection results significantly worse than our initial estimates. For all other assignment years presented, actual results have been close to our initial estimates. For the three months ended September 30, 2024, forecasted collection rates declined for Consumer Loans assigned in 2021 through 2024 and were generally consistent with expectations at the start of the period for all other assignment years presented. For the nine months ended September 30, 2024, forecasted collection rates improved for Consumer Loans assigned in 2019, declined for Consumer Loans assigned in 2021 through 2024, and were generally consistent with expectations at the start of the period for all other assignment years presented.

    The changes in forecasted collection rates for the three and nine months ended September 30, 2024 and 2023 impacted forecasted net cash flows (forecasted collections less forecasted dealer holdback payments) as follows:

    (Dollars in millions)   For the Three Months Ended September 30,   For the Nine Months Ended September 30,
    Decrease in Forecasted Net Cash Flows     2024       2023       2024       2023  
    Dealer loans   $         (43.6)     $         (40.3)     $         (173.0)     $         (89.3)  
    Purchased loans             (19.2)               (29.1)               (109.9)               (60.0)  
    Total   $         (62.8)     $         (69.4)     $         (282.9)     $         (149.3)  
    % change from forecast at beginning of period             -0.6  %             -0.7  %             -2.8  %             -1.7  %

    During the second quarter of 2024, we applied an adjustment to our methodology for forecasting the amount of future net cash flows from our loan portfolio, which reduced the forecasted collection rates for Consumer Loans assigned in 2022 through 2024. Consumer Loans assigned in 2022 had continued to underperform our expectations for several quarters. More recently, Consumer Loans assigned in 2023 had also begun exhibiting similar trends of underperformance, although not as severe as Consumer Loans assigned in 2022. During the second quarter of 2024, we determined that we had sufficient Consumer Loan performance experience to estimate the magnitude by which we expected Consumer Loans assigned in 2022 through 2024 would likely underperform our historical collection rates on Consumer Loans with similar characteristics. Accordingly, we applied an adjustment to Consumer Loans assigned in 2022 through 2024 to reduce forecasted collection rates to what we believed the ultimate collection rates would be based on these trends. Changes in the amount and timing of forecasted net cash flows are recognized in the period of change as a provision for credit losses. The implementation of this forecast adjustment during the second quarter of 2024 reduced forecasted net cash flows by $147.2 million, or 1.4%, and increased provision for credit losses by $127.5 million.

    During the second quarter of 2023, we adjusted our methodology for forecasting the amount and timing of future net cash flows from our loan portfolio through the utilization of more recent Consumer Loan performance and Consumer Loan prepayment data. We had experienced a decrease in Consumer Loan prepayments to below-average levels and as a result, slowed our forecasted net cash flow timing. Historically, Consumer Loan prepayments have been lower in periods with less availability of consumer credit. Changes in the amount and timing of forecasted net cash flows are recognized in the period of change as a provision for credit losses. The implementation of the adjustment to our forecasting methodology during the second quarter of 2023 reduced forecasted net cash flows by $44.5 million, or 0.5%, and increased provision for credit losses by $71.3 million.

    We have experienced increased levels of uncertainty associated with our estimate of the amount and timing of future net cash flows from our loan portfolio since the beginning of 2020, with realized collections underperforming our expectations during the early stages of the COVID-19 pandemic, outperforming our expectations following the distribution of federal stimulus payments and enhanced unemployment benefits, and underperforming our expectations during the current economic environment. For the period from January 1, 2020 through September 30, 2024, the cumulative change to our forecast of future net cash flows from our loan portfolio has been a decrease of $269.1 million, or 3.0%, as shown in the following table:

    (Dollars in millions)   Increase (Decrease) in Forecasted Net Cash Flows
    Three Months Ended   Total Loans   % Change from Forecast at Beginning of Period
    March 31, 2020   $         (206.5)             -2.3  %
    June 30, 2020             24.4              0.3  %
    September 30, 2020             138.5              1.5  %
    December 31, 2020             (2.7)             0.0  %
    March 31, 2021             107.4              1.1  %
    June 30, 2021             104.5              1.1  %
    September 30, 2021             82.3              0.9  %
    December 31, 2021             31.9              0.3  %
    March 31, 2022             110.2              1.2  %
    June 30, 2022             (43.4)             -0.5  %
    September 30, 2022             (85.4)             -0.9  %
    December 31, 2022             (41.1)             -0.5  %
    March 31, 2023             9.4              0.1  %
    June 30, 2023             (89.3)             -0.9  %
    September 30, 2023             (69.4)             -0.7  %
    December 31, 2023             (57.0)             -0.6  %
    March 31, 2024             (30.8)             -0.3  %
    June 30, 2024             (189.3)             -1.7  %
    September 30, 2024             (62.8)             -0.6  %
    Total   $         (269.1)             -3.0  %

    The following table presents information on Consumer Loan assignments for each of the last 10 years:

         Average   Total Assignment Volume
     Consumer Loan
    Assignment Year
      Consumer Loan (1)   Advance (2)   Initial Loan Term (in months)   Unit Volume   Dollar Volume (2)
    (in millions)
    2015   $         16,354   $         7,272   50   298,288   $         2,167.0
    2016     18,218     7,976   53   330,710     2,635.5
    2017     20,230     8,746   55   328,507     2,873.1
    2018     22,158     9,635   57   373,329     3,595.8
    2019     23,139     10,174   57   369,805     3,772.2
    2020     24,262     10,656   59   341,967     3,641.2
    2021     25,632     11,790   59   268,730     3,167.8
    2022     27,242     12,924   60   280,467     3,625.3
    2023     27,025     12,475   61   332,499     4,147.8
              2024 (3)(4)     26,564     12,018   61   307,215     3,692.1

    (1)   Represents the repayments that we were contractually owed on Consumer Loans at the time of assignment, which include both principal and interest.
    (2)   Represents advances paid to dealers on Consumer Loans assigned under our portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under our purchase program. Payments of dealer holdback and accelerated dealer holdback are not included.
    (3)   Represents activity for the nine months ended September 30, 2024. Information in this table for each of the years prior to 2024 represents activity for all 12 months of that year.
    (4)   The averages for 2024 Consumer Loans include both Consumer Loans that were in our portfolio as of June 30, 2024 and Consumer Loans assigned during the most recent quarter. The following table provides averages for each of these segments:

        Average
    2024 Consumer Loan Assignment Period   Consumer Loan   Advance   Initial Loan Term (in months)
    January 1, 2024 through June 30, 2024   $         26,554   $         12,033           61
    July 1, 2024 through September 30, 2024             26,586             11,985           61

    The profitability of our loans is primarily driven by the amount and timing of the net cash flows we receive from the spread between the forecasted collection rate and the advance rate, less operating expenses and the cost of capital. Forecasting collection rates accurately at loan inception is difficult. With this in mind, we establish advance rates that are intended to allow us to achieve acceptable levels of profitability across our portfolio, even if collection rates are less than we initially forecast.

    The following table presents aggregate forecasted Consumer Loan collection rates, advance rates, and spreads (the forecasted collection rate less the advance rate), and the percentage of the forecasted collections that had been realized as of September 30, 2024, as well as forecasted collection rates and spreads at the time of assignment. All amounts, unless otherwise noted, are presented as a percentage of the initial balance of the Consumer Loan (principal + interest). The table includes both dealer loans and purchased loans.

        Forecasted Collection % as of       Spread % as of    
     Consumer Loan Assignment Year   September 30, 2024   Initial Forecast   Advance % (1)   September 30, 2024   Initial Forecast   % of Forecast
    Realized (2)
    2015           65.3  %           67.7  %           44.5  %           20.8  %           23.2  %           99.7  %
    2016           63.9  %           65.4  %           43.8  %           20.1  %           21.6  %           99.4  %
    2017           64.7  %           64.0  %           43.2  %           21.5  %           20.8  %           99.1  %
    2018           65.5  %           63.6  %           43.5  %           22.0  %           20.1  %           98.4  %
    2019           67.2  %           64.0  %           44.0  %           23.2  %           20.0  %           96.1  %
    2020           67.6  %           63.4  %           43.9  %           23.7  %           19.5  %           90.8  %
    2021           63.8  %           66.3  %           46.0  %           17.8  %           20.3  %           80.8  %
    2022           60.6  %           67.5  %           47.4  %           13.2  %           20.1  %           61.3  %
    2023           64.3  %           67.5  %           46.2  %           18.1  %           21.3  %           36.8  %
         2024 (3)           66.6  %           67.3  %           45.3  %           21.3  %           22.0  %           10.7  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under our portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under our purchase program as a percentage of the initial balance of the Consumer Loans.  Payments of dealer holdback and accelerated dealer holdback are not included.
    (2)   Presented as a percentage of total forecasted collections.
    (3)   The forecasted collection rate, advance rate and spread for 2024 Consumer Loans as of September 30, 2024 include both Consumer Loans that were in our portfolio as of June 30, 2024 and Consumer Loans assigned during the most recent quarter. The following table provides forecasted collection rates, advance rates, and spreads for each of these segments:

        Forecasted Collection % as of       Spread % as of
    2024 Consumer Loan Assignment Period   September 30, 2024   Initial Forecast   Advance %   September 30, 2024   Initial Forecast
    January 1, 2024 through June 30, 2024           66.4  %           67.2  %           45.2  %           21.2  %           22.0  %
    July 1, 2024 through September 30, 2024           67.0  %           67.3  %           45.4  %           21.6  %           21.9  %

    The risk of a material change in our forecasted collection rate declines as the Consumer Loans age. For 2020 and prior Consumer Loan assignments, the risk of a material forecast variance is modest, as we have currently realized in excess of 90% of the expected collections. Conversely, the forecasted collection rates for more recent Consumer Loan assignments are less certain as a significant portion of our forecast has not been realized.

    The spread between the forecasted collection rate as of September 30, 2024 and the advance rate ranges from 13.2% to 23.7%, on an annual basis, for Consumer Loans assigned over the last 10 years. The spreads with respect to 2019 and 2020 Consumer Loans have been positively impacted by Consumer Loan performance, which has exceeded our initial estimates by a greater margin than the other years presented. The spread with respect to 2022 Consumer Loans has been negatively impacted by Consumer Loan performance, which has been lower than our initial estimates by a greater margin than the other years presented. The higher spread for 2024 Consumer Loans relative to 2023 Consumer Loans as of September 30, 2024 was primarily a result of Consumer Loan performance, as the performance of 2023 Consumer Loans has been lower than our initial estimates by a greater margin than 2024 Consumer Loans. Additionally, 2024 Consumer Loans had a higher initial spread, which was primarily due to a decrease in the advance rate.

    The following table compares our forecast of aggregate Consumer Loan collection rates as of September 30, 2024 with the forecasts at the time of assignment, for dealer loans and purchased loans separately:

        Dealer Loans   Purchased Loans
        Forecasted Collection Percentage as of (1)       Forecasted Collection Percentage as of (1)    
     Consumer Loan Assignment Year   September 30,
    2024
      Initial
    Forecast
      Variance   September 30,
    2024
      Initial
    Forecast
      Variance
    2015           64.6  %           67.5  %           -2.9  %           69.0  %           68.5  %           0.5  %
    2016           63.1  %           65.1  %           -2.0  %           66.1  %           66.5  %           -0.4  %
    2017           64.0  %           63.8  %           0.2  %           66.3  %           64.6  %           1.7  %
    2018           64.9  %           63.6  %           1.3  %           66.8  %           63.5  %           3.3  %
    2019           66.8  %           63.9  %           2.9  %           67.9  %           64.2  %           3.7  %
    2020           67.5  %           63.3  %           4.2  %           67.9  %           63.6  %           4.3  %
    2021           63.5  %           66.3  %           -2.8  %           64.3  %           66.3  %           -2.0  %
    2022           59.8  %           67.3  %           -7.5  %           62.4  %           68.0  %           -5.6  %
    2023           63.1  %           66.8  %           -3.7  %           67.6  %           69.4  %           -1.8  %
    2024           65.5  %           66.3  %           -0.8  %           70.5  %           70.7  %           -0.2  %

    (1)   The forecasted collection rates presented for dealer loans and purchased loans reflect the Consumer Loan classification at the time of assignment. The forecasted collection rates represent the total forecasted collections we expect to collect on the Consumer Loans as a percentage of the repayments that we were contractually owed on the Consumer Loans at the time of assignment. Contractual repayments include both principal and interest. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates.

    The following table presents aggregate forecasted Consumer Loan collection rates, advance rates, and spreads (the forecasted collection rate less the advance rate) as of September 30, 2024 for dealer loans and purchased loans separately.  All amounts are presented as a percentage of the initial balance of the Consumer Loan (principal + interest).

        Dealer Loans   Purchased Loans
     Consumer Loan Assignment Year   Forecasted Collection % (1)   Advance % (1)(2)   Spread %   Forecasted Collection % (1)   Advance % (1)(2)   Spread %
    2015           64.6  %           43.4  %           21.2  %           69.0  %           50.2  %           18.8  %
    2016           63.1  %           42.1  %           21.0  %           66.1  %           48.6  %           17.5  %
    2017           64.0  %           42.1  %           21.9  %           66.3  %           45.8  %           20.5  %
    2018           64.9  %           42.7  %           22.2  %           66.8  %           45.2  %           21.6  %
    2019           66.8  %           43.1  %           23.7  %           67.9  %           45.6  %           22.3  %
    2020           67.5  %           43.0  %           24.5  %           67.9  %           45.5  %           22.4  %
    2021           63.5  %           45.1  %           18.4  %           64.3  %           47.7  %           16.6  %
    2022           59.8  %           46.4  %           13.4  %           62.4  %           50.1  %           12.3  %
    2023           63.1  %           44.8  %           18.3  %           67.6  %           49.8  %           17.8  %
    2024           65.5  %           44.3  %           21.2  %           70.5  %           49.0  %           21.5  %

    (1)   The forecasted collection rates and advance rates presented for dealer loans and purchased loans reflect the Consumer Loan classification at the time of assignment.
    (2)   Represents advances paid to dealers on Consumer Loans assigned under our portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under our purchase program as a percentage of the initial balance of the Consumer Loans.  Payments of dealer holdback and accelerated dealer holdback are not included.

    Although the advance rate on purchased loans is higher as compared to the advance rate on dealer loans, purchased loans do not require us to pay dealer holdback.

    The spread as of September 30, 2024 on 2024 dealer loans was 21.2%, as compared to a spread of 18.3% on 2023 dealer loans. The increase was due to Consumer Loan performance, as the performance of 2023 dealer loans has been lower than our initial estimates by a greater margin than 2024 dealer loans.

    The spread as of September 30, 2024 on 2024 purchased loans was 21.5%, as compared to a spread of 17.8% on 2023 purchased loans. The increase was primarily a result of a higher initial spread on 2024 purchased loans, due to a higher initial forecast and lower advance rate. Additionally, the performance of 2023 purchased loans has been lower than our initial estimates by a greater margin than 2024 purchased loans.

    Consumer Loan Volume

    The following table summarizes changes in Consumer Loan assignment volume in each of the last seven quarters as compared to the same period in the previous year:

        Year over Year Percent Change
    Three Months Ended   Unit Volume   Dollar Volume (1)
    March 31, 2023           22.8  %           18.6  %
    June 30, 2023           12.8  %           8.3  %
    September 30, 2023           13.0  %           10.5  %
    December 31, 2023           26.7  %           21.3  %
    March 31, 2024           24.1  %           20.2  %
    June 30, 2024           20.9  %           16.3  %
    September 30, 2024           17.7  %           12.2  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under our portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under our purchase program.  Payments of dealer holdback and accelerated dealer holdback are not included.

    Consumer Loan assignment volumes depend on a number of factors including (1) the overall demand for our financing programs, (2) the amount of capital available to fund new loans, and (3) our assessment of the volume that our infrastructure can support. Our pricing strategy is intended to maximize the amount of economic profit we generate, within the confines of capital and infrastructure constraints.

    Unit and dollar volumes grew 17.7% and 12.2%, respectively, during the third quarter of 2024 as the number of active dealers grew 8.8% and the average unit volume per active dealer increased 8.4%. Dollar volume increased less than unit volume during the third quarter of 2024 due to a decrease in the average advance paid, due to decreases in the average size of Consumer Loans assigned and the average advance rate. Unit volume for the 28-day period ended October 28, 2024 grew 4.6% compared to the same period in 2023.

    The following table summarizes the changes in Consumer Loan unit volume and active dealers:

      For the Three Months Ended September 30,       For the Nine Months Ended
    September 30,
       
      2024   2023   % Change   2024   2023   % Change
    Consumer Loan unit volume         95,670           81,299           17.7  %           307,215           253,847           21.0  %
    Active dealers (1)         10,678           9,818           8.8  %           14,326           13,008           10.1  %
    Average volume per active dealer         9.0           8.3           8.4  %           21.4           19.5           9.7  %
                           
    Consumer Loan unit volume from dealers active both periods         74,108           67,930           9.1  %           262,564           228,157           15.1  %
    Dealers active both periods         6,595           6,595           —              9,604           9,604           —   
    Average volume per dealer active both periods         11.2           10.3           9.1  %           27.3           23.8           15.1  %
                           
    Consumer loan unit volume from dealers not active both periods         21,562           13,369           61.3  %           44,651           25,690           73.8  %
    Dealers not active both periods         4,083           3,223           26.7  %           4,722           3,404           38.7  %
    Average volume per dealer not active both periods         5.3           4.1           29.3  %           9.5           7.5           26.7  %

    (1)   Active dealers are dealers who have received funding for at least one Consumer Loan during the period.

    The following table provides additional information on the changes in Consumer Loan unit volume and active dealers: 

      For the Three Months Ended September 30,       For the Nine Months Ended
    September 30,
       
      2024     2023     % Change   2024     2023     % Change
    Consumer Loan unit volume from new active dealers         3,447             3,926             -12.2  %           29,441             29,005             1.5  %
    New active dealers (1)         1,038             983             5.6  %           3,428             3,095             10.8  %
    Average volume per new active dealer         3.3             4.0             -17.5  %           8.6             9.4             -8.5  %
                           
    Attrition (2)         -16.4  %           -17.2  %               -10.1  %           -8.9  %    

    (1)   New active dealers are dealers who enrolled in our program and have received funding for their first dealer loan or purchased loan from us during the period.
    (2)   Attrition is measured according to the following formula:  decrease in Consumer Loan unit volume from dealers who have received funding for at least one dealer loan or purchased loan during the comparable period of the prior year but did not receive funding for any dealer loans or purchased loans during the current period divided by prior year comparable period Consumer Loan unit volume.

    The following table shows the percentage of Consumer Loans assigned to us as dealer loans and purchased loans for each of the last seven quarters:

        Unit Volume   Dollar Volume (1)
    Three Months Ended   Dealer Loans   Purchased Loans   Dealer Loans   Purchased Loans
    March 31, 2023           72.1  %           27.9  %           68.1  %           31.9  %
    June 30, 2023           72.4  %           27.6  %           68.6  %           31.4  %
    September 30, 2023           74.8  %           25.2  %           71.7  %           28.3  %
    December 31, 2023           77.2  %           22.8  %           75.0  %           25.0  %
    March 31, 2024           78.2  %           21.8  %           76.6  %           23.4  %
    June 30, 2024           78.5  %           21.5  %           77.3  %           22.7  %
    September 30, 2024           79.5  %           20.5  %           78.4  %           21.6  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under our portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under our purchase program.  Payments of dealer holdback and accelerated dealer holdback are not included.

    As of September 30, 2024 and December 31, 2023, the net dealer loans receivable balance was 71.6% and 67.7%, respectively, of the total net loans receivable balance.

    Financial Results

    (Dollars in millions, except per share data) For the Three Months Ended September 30,       For the Nine Months Ended September 30,    
        2024     2023   % Change     2024     2023   % Change
    GAAP average debt $         6,071.1   $         4,831.4           25.7  %   $         5,732.1   $         4,718.7           21.5  %
    GAAP average shareholders’ equity           1,594.2             1,731.3           -7.9  %             1,632.1             1,719.1           -5.1  %
    Average capital $         7,665.3   $         6,562.7           16.8  %   $         7,364.2   $         6,437.8           14.4  %
    GAAP net income $         78.8   $         70.8           11.3  %   $         96.0   $         192.5           -50.1  %
    Diluted weighted average shares outstanding   12,415,143     13,039,638           -4.8  %     12,494,011     13,068,998           -4.4  %
    GAAP net income per diluted share $         6.35   $         5.43           16.9  %   $         7.68   $         14.73           -47.9  %

    The increase in GAAP net income for the three months ended September 30, 2024, as compared to the same period in 2023, was primarily a result of the following:

    • An increase in finance charges of 14.9% ($65.9 million), primarily due to an increase in the average balance of our loan portfolio.
    • An increase in premiums earned of 20.7% ($4.3 million), primarily due to growth in the size of our reinsurance portfolio, which resulted from growth in new Consumer Loan assignments and an increase in the average premium written per reinsured vehicle service contract in recent periods.
    • An increase in operating expenses of 17.1% ($18.9 million), primarily due to:
      • An increase in salaries and wages expense of 15.9% ($10.6 million), primarily due to increases in (i) the number of team members as we are investing in our business with the goal of increasing the speed at which we enhance our product for dealers and consumers and (ii) fringe benefits, primarily due to higher medical claims.
      • An increase in general and administrative expenses of 36.2% ($7.7 million), primarily due to an increase in legal expenses.
    • An increase in interest expense of 57.7% ($40.7 million), due to:
      • An increase in our average cost of debt, which increased interest expense by $22.6 million, primarily as a result of higher interest rates on recently completed or extended secured financings and recently issued senior notes and the repayment of older secured financings and senior notes with lower interest rates.
      • An increase in our average outstanding debt balance, which increased interest expense by $18.1 million, primarily due to borrowings used to fund the growth of our loan portfolio and stock repurchases.

    The decrease in GAAP net income for the nine months ended September 30, 2024, as compared to the same period in 2023, was primarily a result of the following:

    • An increase in interest expense of 64.2% ($120.5 million), due to:
      • An increase in our average cost of debt, which increased interest expense by $80.2 million, primarily as a result of higher interest rates on recently completed or extended secured financings and recently issued senior notes and the repayment of older secured financings and senior notes with lower interest rates.
      • An increase in our average outstanding debt balance, which increased interest expense by $40.3 million, primarily due to borrowings used to fund the growth of our loan portfolio and stock repurchases.
    • An increase in provision for credit losses of 20.8% ($118.8 million), primarily due to an increase in provision for credit losses on forecast changes of $111.5 million, due to a greater decline in Consumer Loan performance and slower net cash flow timing during the first nine months of 2024 compared to the first nine months of 2023.

    During the first nine months of 2024, we decreased our estimate of future net cash flows by $282.9 million, or 2.8%, to reflect a decline in forecasted collection rates during the period, and slowed our forecasted net cash flow timing to reflect a decrease in Consumer Loan prepayments, which remain at below-average levels. Historically, Consumer Loan prepayments have been lower in periods with less availability of consumer credit. The $282.9 million decrease in forecasted net cash flows for the first nine months of 2024 was composed of an ordinary decrease in forecasted net cash flows of $135.7 million, or 1.4%, and an adjustment applied to our forecasting methodology during the second quarter of 2024, which upon implementation, reduced forecasted net cash flows by $147.2 million, or 1.4%, and increased our provision for credit losses by $127.5 million.

    During the first nine months of 2023, we decreased our estimate of future net cash flows by $149.3 million, or 1.7%, to reflect a decline in forecasted collection rates during the period and slowed our forecasted net cash flow timing to reflect a decrease in Consumer Loan prepayments. The $149.3 million decrease in forecasted net cash flows for the first nine months of 2023 was composed of an ordinary decrease in forecasted net cash flows of $104.8 million, or 1.2%, and an adjustment to our forecasting methodology during the second quarter of 2023, which upon implementation, decreased our estimate of future net cash flows by $44.5 million, or 0.5%, and increased our provision for credit losses by $71.3 million.

    The following table summarizes each component of provision for credit losses:

    (In millions)   For the Nine Months Ended September 30,    
    Provision for Credit Losses     2024     2023   Change
    Forecast changes   $         430.9   $         319.4   $         111.5
    New Consumer Loan assignments             260.4             253.1             7.3
    Total   $         691.3   $         572.5   $         118.8
    • An increase in operating expenses of 10.2% ($35.1 million), primarily due to:
      • An increase in salaries and wages expense of 8.2% ($17.5 million), primarily due to increases in (i) the number of team members as we are investing in our business with the goal of increasing the speed at which we enhance our product for dealers and consumers and (ii) fringe benefits, primarily due to higher medical claims.
      • An increase in general and administrative expense of 26.9% ($16.1 million), primarily due to increases in legal and technology systems expenses.
    • A loss on sale of building of $23.7 million related to the sale of one of our two office buildings. The building was sold to reduce excess office space and eliminate the associated annual operating costs of approximately $2.1 million.
    • An increase in premiums earned of 22.9% ($13.3 million), primarily due to growth in the size of our reinsurance portfolio, which resulted from growth in new Consumer Loan assignments and an increase in the average premium written per reinsured vehicle service contract in recent periods.
    • A decrease in provision for income taxes of 29.1% ($17.1 million), primarily due to a decrease in pre-tax income.
    • An increase in finance charges of 13.1% ($170.7 million), primarily due to an increase in the average balance of our loan portfolio.

    Adjusted financial results are provided to help shareholders understand our financial performance. The financial data below is non-GAAP, unless labeled otherwise. We use adjusted financial information internally to measure financial performance and to determine certain incentive compensation. We also use economic profit as a framework to evaluate business decisions and strategies, with the objective to maximize economic profit over the long term. In addition, certain debt facilities utilize adjusted financial information for the determination of loan collateral values and to measure financial covenants. The table below shows our results following adjustments to reflect non-GAAP accounting methods. Material adjustments are explained in the table footnotes and the subsequent “Floating Yield Adjustment” and “Senior Notes Adjustment” sections. Measures such as adjusted average capital, adjusted net income, adjusted net income per diluted share, adjusted interest expense (after-tax), adjusted net income plus adjusted interest expense (after-tax), adjusted return on capital, adjusted revenue, operating expenses, adjusted loans receivable, economic profit, and economic profit per diluted share are non-GAAP financial measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.

    Adjusted financial results for the three and nine months ended September 30, 2024, compared to the same periods in 2023, include the following:

    (Dollars in millions, except per share data) For the Three Months Ended September 30,       For the Nine Months Ended
    September 30,
       
        2024       2023     % Change     2024       2023     % Change
    Adjusted average capital $         8,387.6      $         7,023.9              19.4  %   $         7,976.2      $         6,801.6              17.3  %
    Adjusted net income $         109.1      $         139.5              -21.8  %   $         352.9      $         406.5              -13.2  %
    Adjusted interest expense (after-tax) $         85.6      $         54.8              56.2  %   $         237.3      $         146.1              62.4  %
    Adjusted net income plus adjusted interest expense (after-tax) $         194.7      $         194.3              0.2  %   $         590.2      $         552.6              6.8  %
    Adjusted return on capital           9.3  %             11.1  %           -16.2  %             9.9  %             10.8  %           -8.3  %
    Cost of capital           7.3  %             7.1  %           2.8  %             7.4  %             6.8  %           8.8  %
    Economic profit $         41.4      $         69.1              -40.1  %   $         149.0      $         204.6              -27.2  %
    Diluted weighted average shares outstanding   12,415,143        13,039,638              -4.8  %     12,494,011        13,068,998              -4.4  %
    Adjusted net income per diluted share $         8.79      $         10.70              -17.9  %   $         28.25      $         31.10              -9.2  %
    Economic profit per diluted share $         3.33      $         5.30              -37.2  %   $         11.93      $         15.66              -23.8  %

    Economic profit decreased 40.1% and 27.2% for the three and nine months ended September 30, 2024, as compared to the same periods in 2023. Economic profit is a function of the return on capital in excess of the cost of capital and the amount of capital invested in the business. The following table summarizes the impact each of these components had on the changes in economic profit for the three and nine months ended September 30, 2024, as compared to the same periods in 2023:

    (In millions) Year over Year Change in Economic Profit
      For the Three Months Ended September 30, 2024   For the Nine Months Ended September 30, 2024
    Decrease in adjusted return on capital $         (37.3)     $         (58.1)  
    Increase in cost of capital           (3.8)               (33.0)  
    Increase in adjusted average capital           13.4                35.5   
    Decrease in economic profit $         (27.7)     $         (55.6)  

    The decrease in economic profit for the three months ended September 30, 2024, as compared to the same period in 2023, was primarily a result of the following:

    • A decrease in our adjusted return on capital of 180 basis points, primarily due to a decrease in the yield used to recognize adjusted finance charges on our loan portfolio, primarily due to both a decline in forecasted collection rates and slower forecasted net cash flow timing since the second quarter of 2023. The slower forecasted net cash flow timing was primarily a result of a decrease in Consumer Loan prepayments, which remain at below-average levels.
    • An increase in adjusted average capital of 19.4%, primarily due to an increase in the average balance of our loan portfolio.

    The decrease in economic profit for the nine months ended September 30, 2024, as compared to the same period in 2023, was primarily a result of the following:

    • A decrease in our adjusted return on capital of 90 basis points, primarily due to:
      • A decrease in the yield used to recognize adjusted finance charges on our loan portfolio decreased our adjusted return on capital by 130 basis points, primarily due to both a decline in forecasted collection rates and slower forecasted net cash flow timing since the first quarter of 2023. The slower forecasted net cash flow timing was primarily a result of a decrease in Consumer Loan prepayments, which remain at below-average levels.
      • Slower growth in operating expenses increased our adjusted return on capital by 30 basis points as operating expenses grew by 10.2% while adjusted average capital grew by 17.3%.
    • An increase in our cost of capital, primarily due to an increase in our cost of debt, primarily as a result of higher interest rates on recently completed or extended secured financings and recently issued senior notes and the repayment of older secured financings and senior notes with lower interest rates.
    • An increase in adjusted average capital of 17.3%, primarily due to an increase in the average balance of our loan portfolio.

    The following table shows adjusted revenue and operating expenses as a percentage of adjusted average capital, the adjusted return on capital, and the percentage change in adjusted average capital for each of the last eight quarters, compared to the same period in the prior year:

        For the Three Months Ended
        Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023   Jun. 30, 2023   Mar. 31, 2023   Dec. 31, 2022
    Adjusted revenue as a percentage of adjusted average capital (1)           18.2  %           19.6  %           19.8  %           20.2  %           20.7  %           21.2  %           20.6  %           22.0  %
    Operating expenses as a percentage of adjusted average capital (1)           6.2  %           6.2  %           6.7  %           6.3  %           6.3  %           6.9  %           7.2  %           6.4  %
    Adjusted return on capital (1)           9.3  %           10.3  %           10.1  %           10.6  %           11.1  %           11.1  %           10.3  %           12.0  %
    Percentage change in adjusted average capital compared to the same period in the prior year           19.4  %           17.6  %           14.6  %           11.5  %           8.8  %           6.2  %           1.0  %           -2.4  %

    (1)   Annualized.

    The decrease in adjusted return on capital for the three months ended September 30, 2024, as compared to the three months ended June 30, 2024, was primarily due to a decrease in the yield used to recognize adjusted finance charges on our loan portfolio, primarily due to both a decline in Consumer Loan performance and slower forecasted net cash flow timing in the second and third quarters of 2024, which is being recorded over time as an adjustment to the yield used to recognize adjusted finance charges.

    The following tables provide a reconciliation of non-GAAP measures to GAAP measures.  Certain amounts do not recalculate due to rounding.

    (Dollars in millions, except per share data)   For the Three Months Ended
        Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023   Jun. 30, 2023   Mar. 31, 2023   Dec. 31, 2022
    Adjusted net income                                
    GAAP net income (loss)   $         78.8      $         (47.1)     $         64.3      $         93.6      $         70.8      $         22.2      $         99.5      $         127.3   
    Floating yield adjustment (after-tax)             (115.1)               (96.1)               (92.4)               (83.9)               (76.4)               (73.9)               (75.9)               (69.3)  
    GAAP provision for credit losses (after-tax)             142.2                246.9                143.2                126.1                142.1                192.9                 105.8                100.4   
    Loss on sale of building (1)             —                18.3                —                —                —                 —                 —                —   
    Senior notes adjustment (after-tax)             —                —                —                (2.6)               (0.5)               (0.6)               (0.5)               (0.5)  
    Income tax adjustment (2)             3.2                4.4                2.3                (4.1)               3.5                (0.6)               (1.9)               (1.8)  
    Adjusted net income   $         109.1      $         126.4      $         117.4      $         129.1      $         139.5      $         140.0      $         127.0      $         156.1   
                                     
    Adjusted net income per diluted share (3)   $         8.79     $         10.29     $         9.28     $         10.06     $         10.70     $         10.69     $         9.71     $         11.74  
    Diluted weighted average shares outstanding     12,415,143       12,282,174       12,646,529       12,837,181       13,039,638       13,099,961       13,073,316       13,294,506  
                                     
    Adjusted revenue                                
    GAAP total revenue   $         550.3      $         538.2      $         508.0      $         491.6      $         478.6      $         477.9      $         453.8      $         459.0   
    Floating yield adjustment             (149.4)               (124.8)               (120.0)               (108.9)               (99.3)               (96.1)               (98.4)               (90.0)  
    GAAP provision for claims             (18.5)               (20.3)               (17.0)               (16.6)               (16.5)               (19.7)               (17.9)               (12.4)  
    Adjusted revenue   $         382.4      $         393.1      $         371.0      $         366.1      $         362.8      $         362.1      $         337.5      $         356.6   
                                     
    Adjusted average capital                                
    GAAP average debt   $         6,071.1      $         5,818.2      $         5,306.8      $         4,986.3      $         4,831.4      $         4,730.3      $         4,594.7      $         4,591.1   
    Deferred debt issuance adjustment             —                —                —                20.9                24.5                24.0                21.2                21.3   
    Senior notes debt adjustment             —                —                —                2.8                3.4                3.4                3.4                3.4   
    Adjusted average debt             6,071.1                5,818.2                5,306.8                5,010.0                4,859.3                4,757.7                4,619.3                4,615.8   
    GAAP average shareholders’ equity             1,594.2                1,623.5                1,678.5                1,734.3                1,731.3                1,752.6                1,673.3                1,635.2   
    Senior notes equity adjustment             —                —                —                2.0                2.9                3.4                4.0                4.5   
    Income tax adjustment (4)             (118.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)  
    Floating yield adjustment             840.8                710.1                641.0                606.5                548.9                433.9                373.7                353.2   
    Adjusted average equity             2,316.5                2,215.1                2,201.0                2,224.3                2,164.6                2,071.4                1,932.5                1,874.4   
    Adjusted average capital   $         8,387.6      $         8,033.3      $         7,507.8      $         7,234.3      $         7,023.9      $         6,829.1      $         6,551.8      $         6,490.2   
                                     
    Adjusted revenue as a percentage of adjusted average capital (5)             18.2  %             19.6  %             19.8  %             20.2  %             20.7  %             21.2  %             20.6  %             22.0  %
                                     
    Adjusted loans receivable                                
    GAAP loans receivable, net   $         7,781.5      $         7,547.7      $         7,345.6      $         6,955.3      $         6,780.5      $         6,610.3      $         6,500.3      $         6,297.7   
    Floating yield adjustment             1,100.8                1,065.6                869.7                803.8                748.9                663.7                509.2                470.2   
    Adjusted loans receivable   $         8,882.3      $         8,613.3      $         8,215.3      $         7,759.1      $         7,529.4      $         7,274.0      $         7,009.5      $         6,767.9   
                                     
    Adjusted interest expense (after-tax)                                
    GAAP interest expense   $         111.2      $         104.5      $         92.5      $         78.8      $         70.5      $         62.8      $         54.4      $         49.4   
    Senior notes adjustment             —                —                —                 3.5                0.7                0.7                0.7                0.7   
    Adjusted interest expense (pre-tax)             111.2                104.5                92.5                82.3                71.2                63.5                55.1                50.1   
    Adjustment to record tax effect (2)             (25.6)               (24.0)               (21.3)               (18.9)               (16.4)               (14.6)               (12.7)               (11.5)  
    Adjusted interest expense (after-tax)   $         85.6      $         80.5      $         71.2      $         63.4      $         54.8      $         48.9      $         42.4      $         38.6   

    (1)   The sale of one of our two office buildings in June 2024 resulted in a loss on the sale of the asset. As this transaction is both unusual and infrequent in nature, we applied this adjustment to remove the impact of the loss on sale of building from our adjusted net income.
    (2)   Adjustment to record taxes at our estimated long-term effective income tax rate of 23%. 
    (3)   Net income per diluted share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net income per diluted share information may not equal year-to-date net income per diluted share.
    (4)   The enactment of the Tax Cuts and Jobs Act in December 2017 resulted in the reversal of $118.5 million of provision for income taxes to reflect the new federal statutory income tax rate. This adjustment removes the impact of this reversal from adjusted average capital. We believe the income tax adjustment provides a more accurate reflection of the performance of our business as we are recognizing provision for income taxes at the applicable long-term effective tax rate for the period.
    (5)   Annualized.

    (Dollars in millions)   For the Three Months Ended
        Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023   Jun. 30, 2023   Mar. 31, 2023   Dec. 31, 2022
    Adjusted return on capital (1)                                
    Adjusted net income   $         109.1      $         126.4      $         117.4      $         129.1      $         139.5      $         140.0      $         127.0      $         156.1   
    Adjusted interest expense (after-tax)             85.6                80.5                71.2                63.4                54.8                48.9                42.4                38.6   
    Adjusted net income plus adjusted interest expense (after-tax)   $         194.7      $         206.9      $         188.6      $         192.5      $         194.3      $         188.9      $         169.4      $         194.7   
                                     
    Reconciliation of GAAP return on equity to adjusted return on capital (4)                                
    GAAP return on equity (2)             19.8  %             -11.6  %             15.3  %             21.6  %             16.4  %             5.1  %             23.8  %             31.1  %
    Non-GAAP adjustments             -10.5  %             21.9  %             -5.2  %             -11.0  %             -5.3  %             6.0  %             -13.5  %             -19.1  %
    Adjusted return on capital (1)             9.3  %             10.3  %             10.1  %             10.6  %             11.1  %             11.1  %             10.3  %             12.0  %
                                     
    Economic profit                                
    Adjusted return on capital             9.3  %             10.3  %             10.1  %             10.6  %             11.1  %             11.1  %             10.3  %             12.0  %
    Cost of capital (3) (4)             7.3  %             7.5  %             7.3  %             7.6  %             7.1  %             6.7  %             6.6  %             6.6  %
    Adjusted return on capital in excess of cost of capital             2.0  %             2.8  %             2.8  %             3.0  %             4.0  %             4.4  %             3.7  %             5.4  %
    Adjusted average capital   $         8,387.6      $         8,033.3      $         7,507.8      $         7,234.3      $         7,023.9      $         6,829.1      $         6,551.8      $         6,490.2   
        Economic profit   $         41.4      $         56.2      $         51.4      $         55.9      $         69.1      $         74.1      $         61.4      $         88.1   
                                     
    Reconciliation of GAAP net income (loss) to economic profit                                
    GAAP net income (loss)   $         78.8      $         (47.1)     $         64.3      $         93.6      $         70.8      $         22.2      $         99.5      $         127.3   
    Non-GAAP adjustments             30.3                173.5                53.1                35.5                68.7                117.8                27.5                28.8   
    Adjusted net income             109.1                126.4                117.4                129.1                139.5                140.0                127.0                156.1   
    Adjusted interest expense (after-tax)             85.6                80.5                71.2                63.4                54.8                48.9                42.4                38.6   
    Adjusted net income plus adjusted interest expense (after-tax)             194.7                206.9                188.6                 192.5                194.3                188.9                169.4                194.7   
    Less: cost of capital             153.3                150.7                137.2                136.6                125.2                114.8                108.0                106.6   
    Economic profit   $         41.4      $         56.2      $         51.4      $         55.9      $         69.1      $         74.1      $         61.4      $         88.1   
                                     
    Economic profit per diluted share (5)   $         3.33      $         4.58      $         4.06      $         4.35      $         5.30      $         5.66      $         4.70      $         6.63   
                                     
    Operating expenses as a percentage of adjusted average capital (4)             6.2  %             6.2  %             6.7  %             6.3  %             6.3  %             6.9  %             7.2  %             6.4  %
                                     
    Percentage change in adjusted average capital compared to the same period in the prior year             19.4  %             17.6  %             14.6  %             11.5  %             8.8  %             6.2  %             1.0  %             -2.4  %

    (1)   Adjusted return on capital is defined as adjusted net income plus adjusted interest expense (after-tax) divided by adjusted average capital.
    (2)   Calculated by dividing GAAP net income (loss) by GAAP average shareholders’ equity.

    (3)   The cost of capital includes both a cost of equity and a cost of debt.  The cost of equity capital is determined based on a formula that considers the risk of the business and the risk associated with our use of debt.  The formula utilized for determining the cost of equity capital is as follows: (the average 30-year Treasury rate + 5%) + [(1 – tax rate) x (the average 30-year Treasury rate + 5% – pre-tax average cost of debt rate) x average debt/(average equity + average debt x tax rate)].  For the periods presented, the average 30-year Treasury rate and the adjusted pre-tax average cost of debt were as follows:

        For the Three Months Ended
        Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023   Jun. 30, 2023   Mar. 31, 2023   Dec. 31, 2022
    Average 30-year Treasury rate           4.3  %           4.6  %           4.3  %           4.7  %           4.2  %           3.8  %           3.8  %           4.0  %
    Adjusted pre-tax average cost of debt (4)           7.3  %           7.2  %           7.0  %           6.3  %           5.9  %           5.3  %           4.8  %           4.3  %

    (4)   Annualized.
    (5)   Economic profit per diluted share is computed independently for each of the quarters presented. Therefore, the sum of quarterly economic profit per diluted share information may not equal year-to-date economic profit per diluted share.

    (In millions, except share and per share data)   For the Nine Months Ended September 30,
          2024       2023  
    Adjusted net income        
    GAAP net income   $         96.0      $         192.5   
    Floating yield adjustment (after-tax)             (303.6)               (226.2)  
    GAAP provision for credit losses (after-tax)             532.3                440.8   
    Loss on sale of building (1)             18.3                —   
    Senior notes adjustment (after-tax)             —                (1.6)  
    Income tax adjustment (2)             9.9                1.0   
    Adjusted net income   $         352.9      $         406.5   
             
    Adjusted net income per diluted share   $         28.25     $         31.10  
    Diluted weighted average shares outstanding     12,494,011       13,068,998  
             
    Adjusted average capital        
    GAAP average debt   $         5,732.1      $         4,718.7   
    Deferred debt issuance adjustment             —                23.3   
    Senior notes debt adjustment             —                3.4   
    Adjusted average debt             5,732.1                4,745.4   
    GAAP average shareholders’ equity             1,632.1                1,719.1   
    Senior notes equity adjustment             —                3.4   
    Income tax adjustment (3)             (118.5)               (118.5)  
    Floating yield adjustment             730.5                452.2   
    Adjusted average equity             2,244.1                2,056.2   
    Adjusted average capital   $         7,976.2      $         6,801.6   
             
    Adjusted interest expense (after-tax)        
    GAAP interest expense   $         308.2      $         187.7   
    Senior notes adjustment             —                2.1   
    Adjusted interest expense (pre-tax)             308.2                189.8   
    Adjustment to record tax effect (2)             (70.9)               (43.7)  
    Adjusted interest expense (after-tax)   $         237.3      $         146.1   
             
    Adjusted return on capital (5)        
    Adjusted net income   $         352.9      $         406.5   
    Adjusted interest expense (after-tax)             237.3                146.1   
        Adjusted net income plus adjusted interest expense (after-tax)   $         590.2      $         552.6   
             
    Reconciliation of GAAP return on equity to adjusted return on capital (7)        
    GAAP return on equity (4)             7.8  %             14.9  %
    Non-GAAP adjustments             2.1  %             -4.1  %
    Adjusted return on capital (5)             9.9  %             10.8  %
             
    Economic profit        
    Adjusted return on capital             9.9  %             10.8  %
    Cost of capital (6) (7)             7.4  %             6.8  %
    Adjusted return on capital in excess of cost of capital             2.5  %             4.0  %
    Adjusted average capital   $         7,976.2      $         6,801.6   
        Economic profit   $         149.0      $         204.6   
             
    Reconciliation of GAAP net income to economic profit        
    GAAP net income   $         96.0      $         192.5   
    Non-GAAP adjustments             256.9                214.0   
    Adjusted net income             352.9                406.5   
    Adjusted interest expense (after-tax)             237.3                146.1   
    Adjusted net income plus adjusted interest expense (after-tax)             590.2                552.6   
    Less: cost of capital             441.2                348.0   
    Economic profit   $         149.0      $         204.6   
             
    Economic profit per diluted share (8)   $         11.93      $         15.66   

    (1)   The sale of one of our two office buildings in June 2024 resulted in a loss on the sale of the asset. As this transaction is both unusual and infrequent in nature, we applied this adjustment to remove the impact of the loss on sale of building from our adjusted net income.   
    (2)        Adjustment to record taxes at our estimated long-term effective income tax rate of 23%.
    (3)   The enactment of the Tax Cuts and Jobs Act in December 2017 resulted in the reversal of $118.5 million of provision for income taxes to reflect the new federal statutory income tax rate. This adjustment removes the impact of this reversal from adjusted average capital. We believe the income tax adjustment provides a more accurate reflection of the performance of our business as we are recognizing provision for income taxes at the applicable long-term effective tax rate for the period.
    (4)   Calculated by dividing GAAP net income by GAAP average shareholders’ equity.
    (5)   Adjusted return on capital is defined as adjusted net income plus adjusted interest expense after-tax divided by adjusted average capital.
    (6)   The cost of capital includes both a cost of equity and a cost of debt.  The cost of equity capital is determined based on a formula that considers the risk of the business and the risk associated with our use of debt.  The formula utilized for determining the cost of equity capital is as follows: (the average 30-year Treasury rate + 5%) + [(1 – tax rate) x (the average 30-year Treasury rate + 5% – pre-tax average cost of debt rate) x average debt/(average equity + average debt x tax rate)].  For the periods presented, the average 30-year Treasury rate and the adjusted pre-tax average cost of debt were as follows:

        For the Nine Months Ended September 30,
        2024     2023  
    Average 30-year Treasury rate           4.4  %           3.9  %
    Adjusted pre-tax average cost of debt (7)           7.2  %           5.3  %

    (7)   Annualized
    (8)   Economic profit per diluted share is computed independently for each of the quarters presented. Therefore, the sum of quarterly economic profit per diluted share information may not equal year-to-date economic profit per diluted share.

    Floating Yield Adjustment

    The net loan income (finance charge revenue less provision for credit losses expense) that we recognize over the life of a loan equals the cash we collect from the underlying Consumer Loan less the cash we pay to the dealer. We believe the economics of our business are best exhibited by recognizing loan revenue on a level-yield basis over the life of the loan based on expected future net cash flows. The purpose of this non-GAAP adjustment is to provide insight into our business by showing this level yield measure of income. Under GAAP, contractual amounts due in excess of the loan receivable balance at the time of assignment will be reflected as interest income, while contractual amounts due that are not expected to be collected are reflected in the provision for credit losses. Our non-GAAP floating yield adjustment recognizes the net effects of contractual interest income and expected credit losses in a single measure of finance charge revenue, consistent with how we manage our business. The floating yield adjustment recognizes revenue on a level-yield basis based upon expected future net cash flows, with any changes in expected future net cash flows, which are recognized immediately under GAAP as provision for credit losses, recognized over the remaining forecast period (up to 120 months after the origination date of the underlying Consumer Loans) for each individual dealer loan and purchased loan. The floating yield adjustment does not accelerate revenue recognition. Rather, it reduces revenue by taking amounts that are reported under GAAP as provision for credit losses and instead treating them as reductions of revenue over time.

    Under the GAAP methodology we employ, which is known as the current expected credit loss model, or CECL, we are required to recognize:

    • a significant provision for credit losses expense at the time of the loan’s assignment to us for contractual net cash flows we do not expect to realize; and
    • finance charge revenue in subsequent periods that is significantly in excess of our expected yield.

    Due to the GAAP treatment of contractual net cash flows we do not expect to realize at the time of loan assignment (i.e. significant expense at the time of loan assignment, which is offset by higher revenue in subsequent periods), we do not believe the GAAP methodology we employ provides sufficient transparency into the economics of our business, including our results of operations, financial condition, and financial leverage. Our floating yield adjustment enables us to provide measures of income that are not impacted by GAAP’s treatment of contractual net cash flows we do not expect to realize at the time of loan assignment. We believe the floating yield adjustment is presented in a manner which reflects both the economic reality of our business and how the business is managed and provides valuable supplemental information to help investors better understand our business, executive compensation, liquidity, and capital resources.

    Senior Notes Adjustment (applied in periods prior to December 31, 2023)

    This non-GAAP adjustment modifies our GAAP financial results to treat the issuance of certain senior notes as a refinancing of certain previously issued senior notes. Our historical adjusted financial information reflects application of the senior notes adjustment as described below in connection with (i) the issuance by us in 2014 of $300.0 million principal amount of 6.125% senior notes due 2021 (the “2021 senior notes”) and the related retirement of our 9.125% senior notes due 2017 (the “2017 senior notes”) and (ii) the issuance by us in 2019 of $400.0 million principal amount of 5.125% senior notes due 2024 (the “2024 senior notes”) and the related retirement of the 2021 senior notes and our 7.375% senior notes due 2023 (the “2023 senior notes”).

    We issued the 2024 senior notes on December 18, 2019. We used a portion of the net proceeds from the 2024 senior notes to repurchase or redeem all of the $300.0 million outstanding principal amount of the 2021 senior notes, of which $148.2 million was repurchased on December 18, 2019 and the remaining $151.8 million was redeemed on January 17, 2020. We used the remaining net proceeds from the 2024 senior notes, together with borrowings under our revolving credit facility, to redeem in full the $250.0 million outstanding principal amount of the 2023 senior notes on March 15, 2020. Under GAAP, the fourth quarter of 2019 included (i) a pre-tax loss on extinguishment of debt of $1.8 million related to the repurchase of 2021 senior notes in the fourth quarter of 2019 and the redemption of the remaining 2021 senior notes in the first quarter of 2020 and (ii) additional interest expense of $0.3 million on $160.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2024 senior notes and repurchase of 2021 senior notes in the fourth quarter of 2019 to the redemption of the remaining 2021 senior notes in the first quarter of 2020. Under GAAP, the first quarter of 2020 included (i) a pre-tax loss on extinguishment of debt of $7.4 million related to the redemption of 2023 senior notes in the first quarter of 2020 and (ii) additional interest expense of $0.4 million on $160.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2024 senior notes and repurchase of 2021 senior notes in the fourth quarter of 2019 to the redemption of the remaining 2021 senior notes in the first quarter of 2020.

    We issued the 2021 senior notes on January 22, 2014. On February 21, 2014, we used the net proceeds from the 2021 senior notes, together with borrowings under our revolving credit facilities, to redeem in full the $350.0 million outstanding principal amount of the 2017 senior notes. Under GAAP, the first quarter of 2014 included (i) a pre-tax loss on extinguishment of debt of $21.8 million related to the redemption of the 2017 senior notes in the first quarter of 2014 and (ii) additional interest expense of $1.4 million on $276.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2021 senior notes to the redemption of the 2017 senior notes.

    Under our non-GAAP approach, the loss on extinguishment of debt and additional interest expense that were recognized for GAAP purposes were in each case deferred as debt issuance costs to be recognized ratably as interest expense over the term of the newly issued notes. In addition, for adjusted average capital purposes, the impact of additional outstanding debt related to the lag from the issuance of the new notes to the redemption of the previously issued notes was in each case deferred to be recognized ratably over the term of the newly issued notes. Upon the issuance of the 2024 senior notes in the fourth quarter of 2019, the outstanding unamortized balances of the non-GAAP adjustments related to the 2021 senior notes were deferred and were being recognized ratably over the term of the 2024 senior notes, until the repurchase and redemption of the 2024 senior notes in December 2023.

    We believe the application of the senior notes adjustment as described above provided a more accurate reflection of the performance of our business, since we were recognizing the costs incurred with these transactions in a manner consistent with how we recognize the costs incurred when we periodically refinance our other debt facilities. We have determined not to apply the senior notes adjustment in connection with the issuance by us in December 2023 of our 9.250% senior notes due 2028 and the related retirement of the 2024 senior notes, because the adjustment would not be material.

    Cautionary Statement Regarding Forward-Looking Information

    We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. Statements in this release that are not historical facts, such as those using terms like “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “assume,” “forecast,” “estimate,” “intend,” “plan,” “target,” or similar expressions, and those regarding our future results, plans, and objectives, are “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements represent our outlook only as of the date of this release. Actual results could differ materially from these forward-looking statements since the statements are based on our current expectations, which are subject to risks and uncertainties. Factors that might cause such a difference include, but are not limited to, the factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2024, and other risk factors discussed herein or listed from time to time in our reports filed with the SEC and the following:

    Industry, Operational, and Macroeconomic Risks

    • Our inability to accurately forecast and estimate the amount and timing of future collections could have a material adverse effect on results of operations.
    • Due to competition from traditional financing sources and non-traditional lenders, we may not be able to compete successfully.
    • Adverse changes in economic conditions, the automobile or finance industries, or the non-prime consumer market could adversely affect our financial position, liquidity, and results of operations, the ability of key vendors that we depend on to supply us with services, and our ability to enter into future financing transactions.
    • Reliance on third parties to administer our ancillary product offerings could adversely affect our business and financial results.
    • We are dependent on our senior management and the loss of any of these individuals or an inability to hire additional team members could adversely affect our ability to operate profitably.
    • Our reputation is a key asset to our business, and our business may be affected by how we are perceived in the marketplace.
    • An outbreak of contagious disease or other public health emergency could materially and adversely affect our business, financial condition, liquidity, and results of operations.
    • The concentration in several states of automobile dealers who participate in our programs could adversely affect us.
    • Reliance on our outsourced business functions could adversely affect our business.
    • Our ability to hire and retain foreign engineering personnel could be hindered by immigration restrictions.
    • We may be unable to execute our business strategy due to current economic conditions.
    • Natural disasters, climate change, military conflicts, acts of war, terrorist attacks and threats, or the escalation of military activity in response to terrorist attacks or otherwise may negatively affect our business, financial condition, and results of operations.
    • Governmental or market responses to climate change and related environmental issues could have a material adverse effect on our business.
    • A small number of our shareholders have the ability to significantly influence matters requiring shareholder approval and such shareholders have interests which may conflict with the interests of our other security holders.

    Capital and Liquidity Risks

    • We may be unable to continue to access or renew funding sources and obtain capital needed to maintain and grow our business.
    • The terms of our debt limit how we conduct our business.
    • A violation of the terms of our asset-backed secured financings or revolving secured warehouse facilities could have a material adverse impact on our operations.
    • Our substantial debt could negatively impact our business, prevent us from satisfying our debt obligations, and adversely affect our financial condition.
    • We may not be able to generate sufficient cash flows to service our outstanding debt and fund operations and may be forced to take other actions to satisfy our obligations under such debt.
    • Interest rate fluctuations may adversely affect our borrowing costs, profitability, and liquidity.
    • Reduction in our credit rating could increase the cost of our funding from, and restrict our access to, the capital markets and adversely affect our liquidity, financial condition, and results of operations.
    • We may incur substantially more debt and other liabilities. This could exacerbate further the risks associated with our current debt levels.
    • The conditions of the U.S. and international capital markets may adversely affect lenders with which we have relationships, causing us to incur additional costs and reducing our sources of liquidity, which may adversely affect our financial position, liquidity, and results of operations.

    Technology and Cybersecurity Risks

    • Our dependence on technology could have a material adverse effect on our business.
    • We depend on secure information technology, and a breach of our systems or those of our third-party service providers could result in our experiencing significant financial, legal, and reputational exposure and could materially adversely affect our business, financial condition, and results of operations.
    • Our use of electronic contracts could impact our ability to perfect our ownership or security interest in Consumer Loans.
    • Failure to properly safeguard confidential consumer and team member information could subject us to liability, decrease our profitability, and damage our reputation.

    Legal and Regulatory Risks

    • Litigation we are involved in from time to time may adversely affect our financial condition, results of operations, and cash flows.
    • Changes in tax laws and the resolution of uncertain income tax matters could have a material adverse effect on our results of operations and cash flows from operations.
    • The regulations to which we are or may become subject could result in a material adverse effect on our business.

    Other factors not currently anticipated by management may also materially and adversely affect our business, financial condition, and results of operations. We do not undertake, and expressly disclaim any obligation, to update or alter our statements whether as a result of new information, future events, or otherwise, except as required by applicable law.

    Webcast Details

    We will host a webcast on October 31, 2024 at 8:30 a.m. Eastern Time to discuss our third quarter results. The webcast can be accessed live by visiting the “Investor Relations” section of our website at ir.creditacceptance.com or by telephone as described below. Only persons accessing the webcast by telephone will be able to pose questions to the presenters during the webcast. A replay and transcript of the webcast will be archived in the “Investor Relations” section of our website. 

    To participate in the webcast by telephone, you must pre-register at https://register.vevent.com/register/BIc3f0d088751f49af853a2c2511fe2362, or through the link posted on the “Investor Relations” section of our website at ir.creditacceptance.com. Upon registration you will be provided with the dial-in number and a unique PIN to access the webcast by telephone.

    Description of Credit Acceptance Corporation

    We make vehicle ownership possible by providing innovative financing solutions that enable automobile dealers to sell vehicles to consumers regardless of their credit history. Our financing programs are offered through a nationwide network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing; from repeat and referral sales generated by these same customers; and from sales to customers responding to advertisements for our financing programs, but who actually end up qualifying for traditional financing.

    Without our financing programs, consumers are often unable to purchase vehicles or they purchase unreliable ones. Further, as we report to the three national credit reporting agencies, an important ancillary benefit of our programs is that we provide consumers with an opportunity to improve their lives by improving their credit score and move on to more traditional sources of financing. Credit Acceptance is publicly traded on the Nasdaq Stock Market under the symbol CACC. For more information, visit creditacceptance.com.

    CREDIT ACCEPTANCE CORPORATION
    CONSOLIDATED STATEMENTS OF INCOME
    (UNAUDITED)
            

    (Dollars in millions, except per share data) For the Three Months Ended September 30,   For the Nine Months Ended September 30,
        2024     2023     2024     2023
    Revenue:              
    Finance charges $         507.6    $         441.7    $         1,474.5    $         1,303.8 
    Premiums earned           25.1              20.8              71.3              58.0 
    Other income           17.6              16.1              50.7              48.5 
    Total revenue           550.3              478.6              1,596.5              1,410.3 
    Costs and expenses:              
    Salaries and wages           77.3              66.7              231.6              214.1 
    General and administrative           29.0              21.3              75.9              59.8 
    Sales and marketing           23.1              22.5              72.4              70.9 
    Total operating expenses           129.4              110.5              379.9              344.8 
                   
    Provision for credit losses on forecast changes           105.9              106.3              430.9              319.4 
    Provision for credit losses on new Consumer Loan assignments           78.8              78.3              260.4              253.1 
    Total provision for credit losses           184.7              184.6              691.3              572.5 
                   
    Interest           111.2              70.5              308.2              187.7 
    Provision for claims           18.5              16.5              55.8              54.1 
    Loss on sale of building           —              —              23.7              — 
    Total costs and expenses           443.8              382.1              1,458.9              1,159.1 
    Income before provision for income taxes           106.5              96.5              137.6              251.2 
    Provision for income taxes           27.7              25.7              41.6              58.7 
    Net income $         78.8    $         70.8    $         96.0    $         192.5 
                   
    Net income per share:              
    Basic $         6.42    $         5.47    $         7.78    $         14.79 
    Diluted $         6.35    $         5.43    $         7.68    $         14.73 
                   
    Weighted average shares outstanding:              
    Basic           12,274,685              12,933,377              12,345,739              13,013,344 
    Diluted           12,415,143              13,039,638              12,494,011              13,068,998 

    CREDIT ACCEPTANCE CORPORATION
    CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)

    (Dollars in millions, except per share data) As of
      September 30, 2024   December 31, 2023
    ASSETS:      
    Cash and cash equivalents $         159.7      $         13.2   
    Restricted cash and cash equivalents           556.6                457.7   
    Restricted securities available for sale           113.9                93.2   
           
    Loans receivable           11,197.6                10,020.1   
    Allowance for credit losses           (3,416.1)               (3,064.8)  
    Loans receivable, net           7,781.5                6,955.3   
           
    Property and equipment, net           15.2                46.5   
    Income taxes receivable           26.4                4.3   
    Other assets           29.9                40.0   
    Total assets $         8,683.2      $         7,610.2   
           
    LIABILITIES AND SHAREHOLDERS’ EQUITY:      
    Liabilities:      
    Accounts payable and accrued liabilities $         364.4      $         318.8   
    Revolving secured lines of credit           1.0                79.2   
    Secured financing           5,257.1                3,990.9   
    Senior notes           990.8                989.0   
    Mortgage note           —                8.4   
    Deferred income taxes, net           423.2                389.2   
    Income taxes payable           0.2                81.0   
    Total liabilities           7,036.7                5,856.5   
           
    Shareholders’ Equity:      
    Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued           —                —   
    Common stock, $.01 par value, 80,000,000 shares authorized, 12,111,600 and 12,522,397 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively           0.1                0.1   
    Paid-in capital           324.5                279.0   
    Retained earnings           1,321.0                1,475.6   
    Accumulated other comprehensive income (loss)           0.9                (1.0)  
    Total shareholders’ equity           1,646.5                1,753.7   
    Total liabilities and shareholders’ equity $         8,683.2      $         7,610.2   

    The MIL Network

  • MIL-OSI: AMSC Reports Second Quarter Fiscal Year 2024 Financial Results and Provides Business Outlook

    Source: GlobeNewswire (MIL-OSI)

    Financial Highlights:

    • Reported Second Quarter Net Income of Nearly $5 Million
    • Generated Nearly $13 Million of Operating Cash Flow During the Quarter
    • Increased Revenue by 60% Year Over Year to Above $54 Million

    Company to host conference call tomorrow, October 31, at 10:00 am ET 

    AYER, Mass., Oct. 30, 2024 (GLOBE NEWSWIRE) — AMSC (Nasdaq: AMSC), a leading system provider of megawatt-scale power resiliency solutions that orchestrate the rhythm and harmony of power on the grid™ and protect and expand the capability and resiliency of our Navy’s fleet, today reported financial results for its second quarter of fiscal year 2024 ended September 30, 2024. The second quarter results include results from NWL, Inc. beginning as of the acquisition date, August 1, 2024.

    Revenues for the second quarter of fiscal 2024 were $54.5 million compared with $34.0 million for the same period of fiscal 2023. The year-over-year increase was primarily driven by the acquisition of NWL, Inc., increased shipments of new energy power systems and electrical control system shipments, versus the year ago period. 

    AMSC’s net income for the second quarter of fiscal 2024 was $4.9 million, or $0.13 per share, compared to a net loss of $2.5 million, or $0.09 per share, for the same period of fiscal 2023. The Company’s non-GAAP net income for the second quarter of fiscal 2024 was $10.0 million, or $0.27 per share, compared with a non-GAAP net income of less than $0.1 million, or $0.00 per share, in the same period of fiscal 2023. Please refer to the financial table below for a reconciliation of GAAP to non-GAAP results.

    Cash, cash equivalents, and restricted cash on September 30, 2024, totaled $74.8 million, compared with $95.5 million at June 30, 2024.

    “AMSC delivered fiscal second quarter net income of nearly $5 million and grew revenue by 60% when compared to the same period last year,” said Daniel P. McGahn, Chairman, President and CEO, AMSC. “During the second quarter of fiscal 2024 we booked nearly $60 million of new orders, with new energy power systems orders coming in stronger than previously demonstrated. We ended the quarter with over $200 million in 12-month backlog and over $300 million in total backlog. We are very excited for the second half of the fiscal year and remain focused on our execution as well as improving the resiliency of the power grid.”

    Business Outlook
    For the third quarter ending December 31, 2024, AMSC expects that its revenues will be in the range of $55.0 million to $60.0 million. The Company’s net loss for the third quarter of fiscal 2024 is expected not to exceed $1.0 million, or $0.03 per share. The Company’s non-GAAP net income (as defined below) is expected to exceed $2 million, or $0.05 per share.

    Conference Call Reminder
    In conjunction with this announcement, AMSC management will participate in a conference call with investors beginning at 10:00 a.m. Eastern Time on Thursday, October 31, 2024, to discuss the Company’s financial results and business outlook. Those who wish to listen to the live or archived conference call webcast should visit the “Investors” section of the Company’s website at https://ir.amsc.com. The live call can be accessed by dialing 1-844-481-2802 or 1-412-317-0675 and asking to join the AMSC call. A replay of the call may be accessed 2 hours following the call by dialing 1-877-344-7529 and using conference passcode 5836897.

    About AMSC (Nasdaq: AMSC)
    AMSC generates the ideas, technologies and solutions that meet the world’s demand for smarter, cleaner … better energy™. Through its Gridtec™ Solutions, AMSC provides the engineering planning services and advanced grid systems that optimize network reliability, efficiency and performance.  Through its Marinetec™ Solutions, AMSC provides ship protection systems and is developing propulsion and power management solutions designed to help fleets increase system efficiencies, enhance power quality and boost operational safety.  Through its Windtec® Solutions, AMSC provides wind turbine electronic controls and systems, designs and engineering services that reduce the cost of wind energy. The Company’s solutions are enhancing the performance and reliability of power networks, increasing the operational safety of navy fleets, and powering gigawatts of renewable energy globally. Founded in 1987, AMSC is headquartered near Boston, Massachusetts with operations in Asia, Australia, Europe and North America. For more information, please visit www.amsc.com.

    AMSC, American Superconductor, D-VAR, D-VAR VVO, Gridtec, Marinetec, Windtec, Neeltran, NEPSI, Smarter, Cleaner … Better Energy, and Orchestrate the Rhythm and Harmony of Power on the Grid are trademarks or registered trademarks of American Superconductor Corporation. All other brand names, product names, trademarks or service marks belong to their respective holders.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this release regarding execution of our goals and strategies; backlog; expectations regarding the second half of fiscal 2024; our expected GAAP and non-GAAP financial results for the quarter ending December 31, 2024; and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements represent management’s current expectations and are inherently uncertain. There are a number of important factors that could materially impact the value of our common stock or cause actual results to differ materially from those indicated by such forward-looking statements. These important factors include, but are not limited to: We have a history of operating losses, which may continue in the future. Our operating results may fluctuate significantly from quarter to quarter and may fall below expectations in any particular fiscal quarter; We have a history of negative operating cash flows, and we may require additional financing in the future, which may not be available to us; Our technology and products could infringe intellectual property rights of others, which may require costly litigation and, if we are not successful, could cause us to pay substantial damages and disrupt our business; Changes in exchange rates could adversely affect our results of operations; We may be required to issue performance bonds or provide letters of credit, which restricts our ability to access any cash used as collateral for the bonds or letters of credit; If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired and may lead investors and other users to lose confidence in our financial data; We may not realize all of the sales expected from our backlog of orders and contracts; Our contracts with the U.S. government are subject to audit, modification or termination by the U.S. government and include certain other provisions in favor of the government. The continued funding of such contracts remains subject to annual congressional appropriation, which, if not approved, could reduce our revenue and lower or eliminate our profit; Changes in U.S. government defense spending could negatively impact our financial position, results of operations, liquidity and overall business; Pandemics, epidemics or other public health crises may adversely impact our business, financial condition and results of operations; We rely upon third-party suppliers for the components and subassemblies of many of our Grid and Wind products, making us vulnerable to supply shortages and price fluctuations, which could harm our business; Uncertainty surrounding our prospects and financial condition may have an adverse effect on our customer and supplier relationship; Our success is dependent upon attracting and retaining qualified personnel and our inability to do so could significantly damage our business and prospects; A significant portion of our Wind segment revenues are derived from a single customer. If this customer’s business is negatively affected, it could adversely impact our business; Our success in addressing the wind energy market is dependent on the manufacturers that license our designs; Our business and operations would be adversely impacted in the event of a failure or security breach of our or any critical third parties’ information technology infrastructure and networks; We may acquire additional complementary businesses or technologies, which may require us to incur substantial costs for which we may never realize the anticipated benefits; Failure to comply with evolving data privacy and data protection laws and regulations or to otherwise protect personal data, may adversely impact our business and financial results; Many of our revenue opportunities are dependent upon subcontractors and other business collaborators; If we fail to implement our business strategy successfully, our financial performance could be harmed; Problems with product quality or product performance may cause us to incur warranty expenses and may damage our market reputation and prevent us from achieving increased sales and market share; Many of our customers outside of the United States may be either directly or indirectly related to governmental entities, and we could be adversely affected by violations of the United States Foreign Corrupt Practices Act and similar worldwide anti-bribery laws outside the United States; We have had limited success marketing and selling our superconductor products and system-level solutions, and our failure to more broadly market and sell our products and solutions could lower our revenue and cash flow; We or third parties on whom we depend may be adversely affected by natural disasters, including events resulting from climate change, and our business continuity and disaster recovery plans may not adequately protect us or our value chain from such events; Adverse changes in domestic and global economic conditions could adversely affect our operating results; Our international operations are subject to risks that we do not face in the United States, which could have an adverse effect on our operating results; Our products face competition, which could limit our ability to acquire or retain customers; We have operations in, and depend on sales in, emerging markets, including India, and global conditions could negatively affect our operating results or limit our ability to expand our operations outside of these markets. Changes in India’s political, social, regulatory and economic environment may affect our financial performance; Our success depends upon the commercial adoption of the REG system, which is currently limited, and a widespread commercial market for our products may not develop; Industry consolidation could result in more powerful competitors and fewer customers; Increasing focus and scrutiny on environmental sustainability and social initiatives could increase our costs, and inaction could harm our reputation and adversely impact our financial results; Growth of the wind energy market depends largely on the availability and size of government subsidies, economic incentives and legislative programs designed to support the growth of wind energy: Lower prices for other energy sources may reduce the demand for wind energy development, which could have a material adverse effect on our ability to grow our Wind business; We may be unable to adequately prevent disclosure of trade secrets and other proprietary information; Our patents may not provide meaningful or long-term protection for our technology, which could result in us losing some or all of our market position; There are a number of technological challenges that must be successfully addressed before our superconductor products can gain widespread commercial acceptance, and our inability to address such technological challenges could adversely affect our ability to acquire customers for our products; Third parties have or may acquire patents that cover the materials, processes and technologies we use or may use in the future to manufacture our Amperium products, and our success depends on our ability to license such patents or other proprietary rights; Our common stock has experienced, and may continue to experience, market price and volume fluctuations, which may prevent our stockholders from selling our common stock at a profit and could lead to costly litigation against us that could divert our management’s attention; Unfavorable results of legal proceedings could have a material adverse effect on our business, operating results and financial condition; and the other important factors discussed under the caption “Risk Factors” in Part 1. Item 1A of our Form 10-K for the fiscal year ended March 31, 2024, and our other reports filed with the SEC. These important factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except per share data)
     
        Three Months Ended     Six Months Ended  
        September 30,     September 30,  
        2024     2023     2024     2023  
    Revenues                                
    Grid   $ 46,936     $ 28,515     $ 79,272     $ 54,251  
    Wind     7,535       5,489       15,489       10,007  
    Total revenues     54,471       34,004       94,761       64,258  
                                     
    Cost of revenues     38,858       25,418       66,923       49,390  
                                     
    Gross margin     15,613       8,586       27,838       14,868  
                                     
    Operating expenses:                                
    Research and development     2,646       1,641       4,931       3,493  
    Selling, general and administrative     10,525       7,946       19,423       15,815  
    Amortization of acquisition-related intangibles     433       538       845       1,076  
    Change in fair value of contingent consideration     2,762       850       6,682       2,200  
    Restructuring           (20 )           (14 )
    Total operating expenses     16,366       10,955       31,881       22,570  
                                     
    Operating loss     (753 )     (2,369 )     (4,043 )     (7,702 )
                                     
    Interest income, net     979       194       2,099       368  
    Other expense, net     (329 )     (204 )     (489 )     (321 )
    Loss before income tax expense (benefit)     (103 )     (2,379 )     (2,433 )     (7,655 )
                                     
    Income tax (benefit) expense     (4,990 )     106       (4,796 )     228  
                                     
    Net income (loss)   $ 4,887     $ (2,485 )   $ 2,363     $ (7,883 )
                                     
    Net income (loss) per common share                                
    Basic   $ 0.13     $ (0.09 )   $ 0.07     $ (0.28 )
    Diluted   $ 0.13     $ (0.09 )   $ 0.06     $ (0.28 )
                                     
    Weighted average number of common shares outstanding                                
    Basic     36,952       28,828       36,317       28,545  
    Diluted     37,499       28,828       36,951       28,545  
    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
    (In thousands, except per share data)
     
        September 30, 2024     March 31, 2024  
    ASSETS                
    Current assets:                
    Cash and cash equivalents   $ 72,131     $ 90,522  
    Accounts receivable, net     40,059       26,325  
    Inventory, net     70,880       41,857  
    Prepaid expenses and other current assets     10,806       7,295  
    Restricted cash     1,201       468  
    Total current assets     195,077       166,467  
                     
    Property, plant and equipment, net     38,765       10,861  
    Intangibles, net     7,329       6,369  
    Right-of-use assets     3,744       2,557  
    Goodwill     48,950       43,471  
    Restricted cash     1,454       1,290  
    Deferred tax assets     1,201       1,119  
    Equity-method investments     1,245        
    Other assets     683       637  
    Total assets   $ 298,448     $ 232,771  
                     
    LIABILITIES AND STOCKHOLDERS’ EQUITY                
                     
    Current liabilities:                
    Accounts payable and accrued expenses   $ 25,158     $ 24,235  
    Lease liability, current portion     555       716  
    Debt, current portion           25  
    Contingent consideration           3,100  
    Deferred tax liabilities, current portion     16        
    Deferred revenue, current portion     69,356       50,732  
    Total current liabilities     95,085       78,808  
                     
    Deferred revenue, long term portion     11,915       7,097  
    Lease liability, long term portion     2,814       1,968  
    Deferred tax liabilities     1,591       300  
    Other liabilities     28       27  
    Total liabilities     111,433       88,200  
                     
    Stockholders’ equity:                
    Common stock     398       373  
    Additional paid-in capital     1,253,168       1,212,913  
    Treasury stock     (3,765 )     (3,639 )
    Accumulated other comprehensive income     1,509       1,582  
    Accumulated deficit     (1,064,295 )     (1,066,658 )
    Total stockholders’ equity     187,015       144,571  
    Total liabilities and stockholders’ equity   $ 298,448     $ 232,771  
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (In thousands)
     
        Six Months Ended September 30,  
        2024     2023  
    Cash flows from operating activities:                
                     
    Net income (loss)   $ 2,363     $ (7,883 )
    Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:                
    Depreciation and amortization     2,395       2,234  
    Stock-based compensation expense     2,072       2,468  
    Provision for excess and obsolete inventory     780       1,070  
    Amortization of operating lease right-of-use assets     546       122  
    Deferred income taxes     (5,165 )      
    Change in fair value of contingent consideration     6,682       2,200  
    Other non-cash items     (15 )     273  
    Changes in operating asset and liability accounts:                
    Accounts receivable     2,538       3,152  
    Inventory     (6,672 )     (11,935 )
    Prepaid expenses and other assets     (2,082 )     8,015  
    Operating leases     (1,048 )     (123 )
    Accounts payable and accrued expenses     (4,455 )     (9,399 )
    Deferred revenue     18,182       8,458  
    Net cash provided by (used in) operating activities     16,121       (1,348 )
                     
    Cash flows from investing activities:                
    Purchases of property, plant and equipment     (852 )     (430 )
    Cash paid to settle contingent consideration liabilities     (3,278 )      
    Cash paid for acquisition, net of cash acquired     (29,577 )      
    Change in other assets     218       (10 )
    Net cash used in investing activities     (33,489 )     (440 )
                     
    Cash flows from financing activities:                
    Repurchase of treasury stock     (126 )      
    Repayment of debt     (25 )     (33 )
    Cash paid related to registration of common stock shares     (148 )      
    Proceeds from exercise of employee stock options and ESPP     157       136  
    Net cash (used in) provided by financing activities     (142 )     103  
                     
    Effect of exchange rate changes on cash     16       (10 )
                     
    Net decrease in cash, cash equivalents and restricted cash     (17,494 )     (1,695 )
    Cash, cash equivalents and restricted cash at beginning of period     92,280       25,675  
    Cash, cash equivalents and restricted cash at end of period   $ 74,786     $ 23,980  
    RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME (LOSS)
    (In thousands, except per share data)
     
        Three Months Ended
    September 30,
        Six Months Ended
    September 30,
     
        2024     2023     2024     2023  
    Net income (loss)   $ 4,887     $ (2,485 )   $ 2,363     $ (7,883 )
    Stock-based compensation     843       1,111       2,072       2,468  
    Acquisition costs     850             1,080        
    Amortization of acquisition-related intangibles     608       538       1,020       1,082  
    Change in fair value of contingent consideration     2,762       850       6,682       2,200  
    Non-GAAP net income (loss)   $ 9,950     $ 14     $ 13,217     $ (2,133 )
                                     
    Non-GAAP net income (loss) per share – basic   $ 0.27     $     $ 0.36     $ (0.07 )
    Non-GAAP net income (loss) per share – diluted   $ 0.27     $     $ 0.36     $ (0.07 )
    Weighted average shares outstanding – basic     36,952       28,828       36,317       28,545  
    Weighted average shares outstanding – diluted     37,499       28,828       36,951       28,545  
    Reconciliation of Forecast GAAP Net Loss to Non-GAAP Net Income
    (In millions, except per share data)

        Three Months Ending  
        December 31, 2024  
    Net loss   $ (1.0 )
    Stock-based compensation     2.3  
    Amortization of acquisition-related intangibles     0.7  
    Non-GAAP net income   $ 2.0  
    Non-GAAP net income per share   $ 0.05  
    Shares outstanding     38.5  


    Note: Non-GAAP net income (loss) is defined by the Company as net loss before; stock-based compensation; amortization of acquisition-related intangibles; acquisition costs; change in fair value of contingent consideration, other non-cash or unusual charges, and the tax effect of adjustments calculated at the relevant rate for our non-GAAP metric. The Company believes non-GAAP net income (loss) and non-GAAP net income (loss) per share assist management and investors in comparing the Company’s performance across reporting periods on a consistent basis by excluding these non-cash, non-recurring or other charges that it does not believe are indicative of its core operating performance. Actual GAAP and non-GAAP net loss for the fiscal quarter ending December 31, 2024, including the above adjustments, may differ materially from those forecasted in the table above. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP measure included in this release, however, should be considered in addition to, and not as a substitute for or superior to, operating income or other measures of financial performance prepared in accordance with GAAP. A reconciliation of GAAP to non-GAAP net loss is set forth in the table above.

    AMSC Contacts
    Investor Relations Contact:
    LHA Investor Relations
    Carolyn Capaccio
    (212) 838-3777
    amscIR@lhai.com

    Public Relations Contact:
    RooneyPartners
    Joe Luongo
    (914) 906-5903

    AMSC Director, Communications:
    Nicol Golez
    978-399-8344
    Nicol.Golez@amsc.com

    The MIL Network

  • MIL-OSI: Trupanion Reports Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    SEATTLE, Oct. 30, 2024 (GLOBE NEWSWIRE) — Trupanion, Inc. (Nasdaq: TRUP), a leading provider of medical insurance for cats and dogs, today announced financial results for the third quarter ended September 30, 2024.

    “Q3 was a very strong financial quarter for the company, combining consistent revenue growth with a 66% year-over-year increase in subscription discretionary profit,” said Margi Tooth, Chief Executive Officer and President of Trupanion. “This outperformance was driven by aligning the cost of veterinary care with member pricing, resulting in the achievement of our target value proposition of 71%. Trupanion is solving a bigger problem today than ever before, and after generating $30 million in free cash flow over the past 12 months, we are well positioned to reach even more pets in this globally underpenetrated market.”

    Third Quarter 2024 Financial and Business Highlights

    • Total revenue was $327.5 million, an increase of 15% compared to the third quarter of 2023.
    • Total enrolled pets (including pets from our other business segment) was 1,688,903 at September 30, 2024, a decrease of 1% over September 30, 2023.
    • Subscription business revenue was $219.0 million, an increase of 20% compared to the third quarter of 2023.
    • Subscription enrolled pets was 1,032,042 at September 30, 2024, an increase of 6% over September 30, 2023.
    • Net income was $1.4 million, or $0.03 per basic and diluted share, compared to a net loss of $(4.0) million, or $(0.10) per basic and diluted share, in the third quarter of 2023.
    • Adjusted EBITDA was $14.5 million, compared to adjusted EBITDA of $6.1 million in the third quarter of 2023.
    • Operating cash flow was $15.3 million and free cash flow was $13.4 million in the third quarter of 2024. This compared to operating cash flow of $11.4 million and free cash flow of $7.0 million in the third quarter of 2023.

    First Nine Months 2024 Financial and Business Highlights

    • Total revenue was $948.4 million, an increase of 17% compared to the first nine months of 2023.
    • Subscription business revenue was $628.7 million, an increase of 21% compared to the first nine months of 2023.
    • Net loss was $(11.3) million, or $(0.27) per basic and diluted share, compared to a net loss of $(42.5) million, or $(1.03) per basic and diluted share, in the first nine months of 2023.
    • Adjusted EBITDA was $26.7 million, compared to adjusted EBITDA of $(2.1) million in the first nine months of 2023.
    • Operating cash flow was $24.6 million and free cash flow was $16.7 million in the first nine months of 2024. This compared to operating cash flow of $1.1 million and free cash flow of $(13.2) million in the first nine months of 2023.
    • At September 30, 2024, the Company held $293.1 million in cash and short-term investments, including $36.4 million held outside the insurance entities, with an additional $15 million available under its credit facility.
    • The Company maintained $274.6 million of capital surplus at its insurance subsidiaries. This was $139.9 million more than the estimated risk-based capital requirement of $134.7 million.

    Conference Call
    Trupanion’s management will host a conference call today to review its third quarter 2024 results. The call is scheduled to begin shortly after 1:30 p.m. PT/ 4:30 p.m. ET. A live webcast will be accessible through the Investor Relations section of Trupanion’s website at https://investors.trupanion.com/ and will be archived online for 3 months upon completion of the conference call. Participants can access the conference call by dialing 1-877-300-8521 (United States) or 1-412-317-6026 (International). A telephonic replay of the call will also be available after the completion of the call, by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (International) and entering the replay pin number: 10192561.

    About Trupanion
    Trupanion is a leader in medical insurance for cats and dogs throughout the United States, Canada, Continental Europe, Australia, and Puerto Rico with over 1,000,000 pets enrolled. For over two decades, Trupanion has given pet owners peace of mind so they can focus on their pet’s recovery, not financial stress. Trupanion is committed to providing pet owners with the highest value in pet medical insurance with unlimited payouts for the life of their pets. With its patented process, Trupanion is the only North American provider with the technology to pay veterinarians directly in seconds at the time of checkout. Trupanion is listed on NASDAQ under the symbol “TRUP”. The company was founded in 2000 and is headquartered in Seattle, WA. Trupanion policies are issued, in the United States, by its wholly-owned insurance entity American Pet Insurance Company and, in Canada, by Accelerant Insurance Company of Canada. Trupanion Australia is a partnership between Trupanion and Hollard Insurance Company. Policies are sold and administered by Trupanion Managers USA, Inc. (CA license No. 0G22803, NPN 9588590). For more information, please visit trupanion.com.

    Forward-Looking Statements
    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to, among other things, expectations, plans, prospects and financial results for Trupanion, including, but not limited to, its expectations regarding its ability to continue to grow its enrollments and revenue, and otherwise execute its business plan. These forward-looking statements are based upon the current expectations and beliefs of Trupanion’s management as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements made in this press release are based on information available to Trupanion as of the date hereof, and Trupanion has no obligation to update these forward-looking statements.

    In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: the ability to achieve or maintain profitability and/or appropriate levels of cash flow in future periods; the ability to keep growing our membership base and revenue; the accuracy of assumptions used in determining appropriate member acquisition expenditures; the severity and frequency of claims; the ability to maintain high retention rates; the accuracy of assumptions used in pricing medical plan subscriptions and the ability to accurately estimate the impact of new products or offerings on claims frequency; actual claims expense exceeding estimates; regulatory and other constraints on the ability to institute, or the decision to otherwise delay, pricing modifications in response to changes in actual or estimated claims expense; the effectiveness and statutory or regulatory compliance of our Territory Partner model and of our Territory Partners, veterinarians and other third parties in recommending medical plan subscriptions to potential members; the ability to retain existing Territory Partners and increase the number of Territory Partners and active hospitals; compliance by us and those referring us members with laws and regulations that apply to our business, including the sale of a pet medical plan; the ability to maintain the security of our data; fluctuations in the Canadian currency exchange rate; the ability to protect our proprietary and member information; the ability to maintain our culture and team; the ability to maintain the requisite amount of risk-based capital; our ability to implement and maintain effective controls, including to remediate material weaknesses in internal controls over financial reporting; the ability to protect and enforce Trupanion’s intellectual property rights; the ability to successfully implement our alliance with Aflac; the ability to continue key contractual relationships with third parties; third-party claims including litigation and regulatory actions; the ability to recognize benefits from investments in new solutions and enhancements to Trupanion’s technology platform and website; our ability to retain key personnel; and deliberations and determinations by the Trupanion board based on the future performance of the company or otherwise.

    For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the Securities and Exchange Commission (SEC), including but not limited to, Trupanion’s Annual Report on Form 10-K for the year ended December 31, 2023 and any subsequently filed reports on Forms 10-Q, 10-K and 8-K. All documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system at https://www.sec.gov or the Investor Relations section of Trupanion’s website at https://investors.trupanion.com.

    Non-GAAP Financial Measures
    Trupanion’s stated results may include certain non-GAAP financial measures. These non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in its industry as other companies in its industry may calculate or use non-GAAP financial measures differently. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact on Trupanion’s reported financial results. The presentation and utilization of non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Trupanion urges its investors to review the reconciliation of its non-GAAP financial measures to the most directly comparable GAAP financial measures in its consolidated financial statements, and not to rely on any single financial or operating measure to evaluate its business. These reconciliations are included below and on Trupanion’s Investor Relations website.

    Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company’s non-cash expenses, Trupanion believes that providing various non-GAAP financial measures that exclude stock-based compensation expense and depreciation and amortization expense allows for more meaningful comparisons between its operating results from period to period. Trupanion offsets new pet acquisition expense with sign-up fee revenue in the calculation of net acquisition cost because it collects sign-up fee revenue from new members at the time of enrollment and considers it to be an offset to a portion of Trupanion’s new pet acquisition expense. Trupanion believes this allows it to calculate and present financial measures in a consistent manner across periods. Trupanion’s management believes that the non-GAAP financial measures and the related financial measures derived from them are important tools for financial and operational decision-making and for evaluating operating results over different periods of time.

    Trupanion, Inc.
    Condensed Consolidated Statements of Operations
    (in thousands, except share data)
      Three Months Ended
    September 30,
      Nine Months Ended
    September 30,
        2024       2023       2024       2023  
      (unaudited)
    Revenue:              
    Subscription business $ 218,986     $ 182,906     $ 628,738     $ 521,369  
    Other business   108,470       102,947       319,639       291,379  
    Total revenue   327,456       285,853       948,377       812,748  
    Cost of revenue:              
    Subscription business(1)   177,365       157,444       525,237       455,055  
    Other business   100,712       93,176       297,265       266,741  
    Total cost of revenue(2)   278,077       250,620       822,502       721,796  
    Operating expenses:              
    Technology and development(1)   7,933       5,302       23,083       15,434  
    General and administrative(1)   16,977       12,664       46,903       46,817  
    New pet acquisition expense(1)   18,308       17,772       53,025       60,183  
    Depreciation and amortization   4,381       2,990       12,542       9,445  
    Total operating expenses   47,599       38,728       135,553       131,879  
    Gain (loss) from investment in joint venture   (34 )     4       (184 )     (140 )
    Operating income (loss)   1,746       (3,491 )     (9,862 )     (41,067 )
    Interest expense   3,820       3,053       11,071       8,380  
    Other income, net   (3,538 )     (2,465 )     (9,601 )     (6,445 )
    Income (loss) before income taxes   1,464       (4,079 )     (11,332 )     (43,002 )
    Income tax expense (benefit)   39       (43 )     (43 )     (472 )
    Net income (loss) $ 1,425     $ (4,036 )   $ (11,289 )   $ (42,530 )
                   
    Net income (loss) per share:              
    Basic $ 0.03     $ (0.10 )   $ (0.27 )   $ (1.03 )
    Diluted $ 0.03     $ (0.10 )   $ (0.27 )   $ (1.03 )
    Weighted average shares of common stock outstanding:              
    Basic   42,233,903       41,536,575       42,076,998       41,344,195  
    Diluted   42,822,505       41,536,575       42,076,998       41,344,195  
                   
    (1)Includes stock-based compensation expense as follows: Three Months Ended
    September 30,
      Nine Months Ended
    September 30,
     
        2024       2023       2024       2023  
    Cost of revenue $ 1,401     $ 1,176     $ 4,186     $ 3,801  
    Technology and development   1,259       650       3,774       1,985  
    General and administrative   4,125       3,281       11,435       14,448  
    New pet acquisition expense   1,555       1,785       5,743       5,626  
    Total stock-based compensation expense $ 8,340     $ 6,892     $ 25,138     $ 25,860  
                   
    (2)The breakout of cost of revenue between veterinary invoice expense and other cost of revenue is as follows:
      Three Months Ended
    September 30,
      Nine Months Ended
    September 30,
        2024       2023       2024       2023  
    Veterinary invoice expense $ 238,814     $ 212,441     $ 703,485     $ 613,316  
    Other cost of revenue   39,263       38,179       119,017       108,480  
    Total cost of revenue $ 278,077     $ 250,620     $ 822,502     $ 721,796  
    Trupanion, Inc.
    Condensed Consolidated Balance Sheets
    (in thousands, except share data)
      September 30, 2024   December 31, 2023
      (unaudited)    
    Assets      
    Current assets:      
    Cash and cash equivalents $ 137,477     $ 147,501  
    Short-term investments   155,580       129,667  
    Accounts and other receivables, net of allowance for doubtful accounts of $1,015 at September 30, 2024 and $1,085 at December 31, 2023   289,823       267,899  
    Prepaid expenses and other assets   16,692       17,022  
    Total current assets   599,572       562,089  
    Restricted cash   23,394       22,963  
    Long-term investments   14,215       12,866  
    Property, equipment and internal-use software, net   102,862       103,650  
    Intangible assets, net   14,888       18,745  
    Other long-term assets   16,004       18,922  
    Goodwill   45,183       43,713  
    Total assets $ 816,118     $ 782,948  
    Liabilities and stockholders’ equity      
    Current liabilities:      
    Accounts payable $ 10,136     $ 10,505  
    Accrued liabilities and other current liabilities   33,461       34,052  
    Reserve for veterinary invoices   56,668       63,238  
    Deferred revenue   260,238       235,329  
    Long-term debt – current portion   1,350       1,350  
    Total current liabilities   361,853       344,474  
    Long-term debt   127,548       127,580  
    Deferred tax liabilities   2,166       2,685  
    Other liabilities   4,376       4,487  
    Total liabilities   495,943       479,226  
    Stockholders’ equity:      
    Common stock: $0.00001 par value per share, 100,000,000 shares authorized; 43,368,881 and 42,340,695 issued and outstanding at September 30, 2024; 42,887,052 and 41,858,866 shares issued and outstanding at December 31, 2023          
    Preferred stock: $0.00001 par value per share, 10,000,000 shares authorized; no shares issued and outstanding          
    Additional paid-in capital   561,010       536,108  
    Accumulated other comprehensive income (loss)   3,243       403  
    Accumulated deficit   (227,544 )     (216,255 )
    Treasury stock, at cost: 1,028,186 shares at September 30, 2024 and December 31, 2023   (16,534 )     (16,534 )
    Total stockholders’ equity   320,175       303,722  
    Total liabilities and stockholders’ equity $ 816,118     $ 782,948  
    Trupanion, Inc.
    Condensed Consolidated Statements of Cash Flows
    (in thousands)
      Three Months Ended
    September 30,
      Nine Months Ended
    September 30,
        2024       2023       2024       2023  
      (unaudited)
    Operating activities              
    Net income (loss) $ 1,425     $ (4,036 )   $ (11,289 )   $ (42,530 )
    Adjustments to reconcile net loss to cash provided by (used in) operating activities:              
    Depreciation and amortization   4,381       2,990       12,542       9,445  
    Stock-based compensation expense   8,341       6,892       25,138       25,860  
    Other, net   (136 )     (549 )     (453 )     (1,134 )
    Changes in operating assets and liabilities:              
    Accounts and other receivables   (3,794 )     (12,409 )     (22,020 )     (45,593 )
    Prepaid expenses and other assets   101       452       2,398       (2,761 )
    Accounts payable, accrued liabilities, and other liabilities   1,377       2,632       (350 )     (3,832 )
    Reserve for veterinary invoices   (3,934 )     5,258       (6,469 )     17,697  
    Deferred revenue   7,535       10,168       25,088       43,979  
    Net cash provided by (used in) operating activities   15,296       11,398       24,585       1,131  
    Investing activities              
    Purchases of investment securities   (26,125 )     (29,458 )     (107,375 )     (109,389 )
    Maturities and sales of investment securities   26,089       29,713       81,767       147,365  
    Purchases of property, equipment, and internal-use software   (1,914 )     (4,391 )     (7,858 )     (14,310 )
    Other   490       837       1,552       1,420  
    Net cash provided by (used in) investing activities   (1,460 )     (3,299 )     (31,914 )     25,086  
    Financing activities              
    Proceeds from debt financing, net of financing fees         24,972             60,102  
    Proceeds from exercise of stock options   258       628       729       1,281  
    Shares withheld to satisfy tax withholding   (802 )     (272 )     (1,390 )     (1,296 )
    Repayments of debt financing   (338 )     (338 )     (1,013 )     (1,380 )
    Other financing   (157 )     (150 )     (609 )     (150 )
    Net cash provided by (used in) financing activities   (1,039 )     24,840       (2,283 )     58,557  
    Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash, net   481       (906 )     19       (830 )
    Net change in cash, cash equivalents, and restricted cash   13,278       32,033       (9,593 )     83,944  
    Cash, cash equivalents, and restricted cash at beginning of period   147,593       136,548       170,464       84,637  
    Cash, cash equivalents, and restricted cash at end of period $ 160,871     $ 168,581     $ 160,871     $ 168,581  
    The following tables set forth our key operating metrics.
                                   
      Nine Months Ended
    September 30,
                           
        2024       2023                          
    Total Business:                              
    Total pets enrolled (at period end)   1,688,903       1,712,177                          
    Subscription Business:                              
    Total subscription pets enrolled (at period end)   1,032,042       969,322                          
    Monthly average revenue per pet $ 71.94     $ 64.63                          
    Lifetime value of a pet, including fixed expenses $ 493     $ 428                          
    Average pet acquisition cost (PAC) $ 227     $ 232                          
    Average monthly retention   98.29 %     98.55 %                        
                                   
                                   
      Three Months Ended
      Sep. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sep. 30, 2023   Jun. 30, 2023   Mar. 31, 2023   Dec. 31, 2022
    Total Business:                              
    Total pets enrolled (at period end)   1,688,903       1,699,643       1,708,017       1,714,473       1,712,177       1,679,659       1,616,865       1,537,573  
    Subscription Business:                              
    Total subscription pets enrolled (at period end)   1,032,042       1,020,934       1,006,168       991,426       969,322       943,958       906,369       869,862  
    Monthly average revenue per pet $ 74.27     $ 71.72     $ 69.79     $ 67.07     $ 65.82     $ 64.41     $ 63.58     $ 63.11  
    Lifetime value of a pet, including fixed expenses $ 493     $ 450     $ 428     $ 419     $ 428     $ 470     $ 541     $ 641  
    Average pet acquisition cost (PAC) $ 243     $ 231     $ 207     $ 217     $ 212     $ 236     $ 247     $ 283  
    Average monthly retention   98.29 %     98.34 %     98.41 %     98.49 %     98.55 %     98.61 %     98.65 %     98.69 %
    The following table reflects the reconciliation of cash provided by operating activities to free cash flow (in thousands):
                   
      Three Months Ended
    September 30,
      Nine Months Ended
    September 30,
        2024       2023       2024       2023  
    Net cash provided by operating activities $ 15,296     $ 11,398     $ 24,585     $ 1,131  
    Purchases of property, equipment, and internal-use software   (1,914 )     (4,391 )     (7,858 )     (14,310 )
    Free cash flow $ 13,382     $ 7,007     $ 16,727     $ (13,179 )
    The following table reflects the reconciliation between GAAP and non-GAAP measures (in thousands except percentages):
        Three Months Ended
    September 30,
      Nine Months Ended
    September 30,
          2024       2023       2024       2023  
    Veterinary invoice expense   $ 238,814     $ 212,441     $ 703,485     $ 613,316  
    Less:                
    Stock-based compensation expense(1)     (830 )     (870 )     (2,535 )     (2,565 )
    Other business cost of paying veterinary invoices(4)     (82,507 )     (72,694 )     (239,342 )     (210,286 )
    Subscription cost of paying veterinary invoices (non-GAAP)   $ 155,477     $ 138,877     $ 461,608     $ 400,465  
    % of subscription revenue     71.0 %     75.9 %     73.4 %     76.8 %
                     
    Other cost of revenue   $ 39,263     $ 38,179     $ 119,017     $ 108,480  
    Less:                
    Stock-based compensation expense(1)     (536 )     (282 )     (1,479 )     (1,158 )
    Other business variable expenses(4)     (18,126 )     (20,482 )     (57,713 )     (56,455 )
    Subscription variable expenses (non-GAAP)   $ 20,601     $ 17,415     $ 59,825     $ 50,867  
    % of subscription revenue     9.4 %     9.5 %     9.5 %     9.8 %
                     
    Technology and development expense   $ 7,933     $ 5,302     $ 23,083     $ 15,434  
    General and administrative expense     16,977       12,664       46,903       46,817  
    Less:                
    Stock-based compensation expense(1)     (5,258 )     (3,754 )     (14,465 )     (16,072 )
    Non-recurring transaction or restructuring expenses(2)           (8 )           (4,175 )
    Development expenses(3)     (1,474 )     (1,594 )     (4,307 )     (3,417 )
    Fixed expenses (non-GAAP)   $ 18,178     $ 12,610     $ 51,214     $ 38,587  
    % of total revenue     5.6 %     4.4 %     5.4 %     4.7 %
                     
    New pet acquisition expense   $ 18,308     $ 17,772     $ 53,025     $ 60,183  
    Less:                
    Stock-based compensation expense(1)     (1,503 )     (1,679 )     (5,426 )     (5,433 )
    Other business pet acquisition expense(4)     (8 )     (10 )     (31 )     (123 )
    Subscription acquisition cost (non-GAAP)   $ 16,797     $ 16,083     $ 47,568     $ 54,627  
    % of subscription revenue     7.7 %     8.8 %     7.6 %     10.5 %
                     
    (1) Trupanion employees may elect to take restricted stock units in lieu of cash payment for their bonuses. We account for such expense as stock-based compensation according to GAAP, but we do not include it in any non-GAAP adjustments. Stock-based compensation associated with bonuses was approximately $0.2 million and $1.3 million for the three and nine months ended September 30, 2024, respectively.
    (2) Consists of business acquisition transaction expenses, severance and legal costs due to certain executive departures, and a $3.8 million non-recurring settlement of accounts receivable in the first quarter of 2023 related to uncollected premiums in connection with the transition of underwriting a third-party business to other insurers.
    (3) Consists of costs related to product exploration and development that are pre-revenue and historically have been insignificant.
    (4) Excludes the portion of stock-based compensation expense attributable to the other business segment.
    The following table reflects the reconciliation of GAAP measures to non-GAAP measures (in thousands, except percentages):
      Three Months Ended
    September 30,
      Nine Months Ended
    September 30,
        2024       2023       2024       2023  
    Operating income (loss) $ 1,746     $ (3,491 )   $ (9,862 )   $ (41,067 )
    Non-GAAP expense adjustments              
    Acquisition cost   16,805       16,093       47,599       54,750  
    Stock-based compensation expense(1)   8,127       6,585       23,905       25,228  
    Development expenses(3)   1,474       1,594       4,307       3,417  
    Depreciation and amortization   4,381       2,990       12,542       9,445  
    Non-recurring transaction or restructuring expenses(2)         8             4,175  
    Gain (loss) from investment in joint venture   (34 )     4       (184 )     (140 )
    Total adjusted operating income (non-GAAP) $ 32,567     $ 23,775     $ 78,675     $ 56,088  
                   
    Subscription Business:              
    Subscription operating income (loss) $ 3,824     $ (5,709 )   $ (4,109 )   $ (37,294 )
    Non-GAAP expense adjustments              
    Acquisition cost   16,797       16,083       47,568       54,627  
    Stock-based compensation expense(1)   6,215       4,996       18,723       19,229  
    Development expenses(3)   986       1,257       2,855       2,439  
    Depreciation and amortization   2,929       1,913       8,315       6,060  
    Non-recurring transaction or restructuring expenses(2)         5             223  
    Subscription adjusted operating income (non-GAAP) $ 30,751     $ 18,545     $ 73,352     $ 45,284  
                   
    Other Business:      
    Other business operating income (loss) $ (2,044 )   $ 2,214     $ (5,569 )   $ (3,633 )
    Non-GAAP expense adjustments              
    Acquisition cost   8       10       31       123  
    Stock-based compensation expense(1)   1,912       1,589       5,182       5,999  
    Development expenses(3)   488       337       1,452       978  
    Depreciation and amortization   1,452       1,077       4,227       3,385  
    Non-recurring transaction or restructuring expenses(2)         3             3,952  
    Other business adjusted operating income (non-GAAP) $ 1,816     $ 5,230     $ 5,323     $ 10,804  
                   
    (1) Trupanion employees may elect to take restricted stock units in lieu of cash payment for their bonuses. We account for such expense as stock-based compensation in accordance with GAAP, but we do not include it in any non-GAAP adjustments. Stock-based compensation associated with bonuses was approximately $0.2 million and $1.3 million for the three and nine months ended September 30, 2024, respectively.
    (2) Consists of business acquisition transaction expenses, severance and legal costs due to certain executive departures, and a $3.8 million non-recurring settlement of accounts receivable in the first quarter of 2023 related to uncollected premiums in connection with the transition of underwriting a third-party business to other insurers.
    (3) Consists of costs related to product exploration and development that are pre-revenue and historically have been insignificant.
    The following table reflects the reconciliation of GAAP measures to non-GAAP measures (in thousands, except percentages):
      Three Months Ended
    September 30,
      Nine Months Ended
    September 30,
       
        2024       2023       2024       2023  
    Subscription revenue $ 218,986     $ 182,906     $ 628,738     $ 521,369  
    Subscription cost of paying veterinary invoices   155,477       138,877       461,608       400,465  
    Subscription variable expenses   20,601       17,415       59,825       50,867  
    Subscription fixed expenses*   12,157       8,069       33,953       24,753  
    Subscription adjusted operating income (non-GAAP) $ 30,751     $ 18,545     $ 73,352     $ 45,284  
    Other business revenue   108,470       102,947     $ 319,639     $ 291,379  
    Other business cost of paying veterinary invoices   82,507       72,694       239,342       210,286  
    Other business variable expenses   18,126       20,482       57,713       56,455  
    Other business fixed expenses*   6,021       4,541       17,261       13,834  
    Other business adjusted operating income (non-GAAP) $ 1,816     $ 5,230     $ 5,323     $ 10,804  
    Revenue   327,456       285,853     $ 948,377     $ 812,748  
    Cost of paying veterinary invoices   237,984       211,571       700,950       610,751  
    Variable expenses   38,727       37,897       117,538       107,322  
    Fixed expenses*   18,178       12,610       51,214       38,587  
    Total business adjusted operating income (non-GAAP) $ 32,567     $ 23,775     $ 78,675     $ 56,088  
                   
    As a percentage of revenue: Three Months Ended
    September 30,
      Nine Months Ended
    September 30,
        2024       2023       2024       2023  
    Subscription revenue   100.0 %     100.0 %     100.0 %     100.0 %
    Subscription cost of paying veterinary invoices   71.0 %     75.9 %     73.4 %     76.8 %
    Subscription variable expenses   9.4 %     9.5 %     9.5 %     9.8 %
    Subscription fixed expenses*   5.6 %     4.4 %     5.4 %     4.7 %
    Subscription adjusted operating income (non-GAAP)   14.0 %     10.1 %     11.7 %     8.7 %
                   
    Other business revenue   100.0 %     100.0 %     100.0 %     100.0 %
    Other business cost of paying veterinary invoices   76.1 %     70.6 %     74.9 %     72.2 %
    Other business variable expenses   16.7 %     19.9 %     18.1 %     19.4 %
    Other business fixed expenses*   5.6 %     4.4 %     5.4 %     4.7 %
    Other business adjusted operating income (non-GAAP)   1.7 %     5.1 %     1.7 %     3.7 %
                   
    Revenue   100.0 %     100.0 %     100.0 %     100.0 %
    Cost of paying veterinary invoices   72.7 %     74.0 %     73.9 %     75.1 %
    Variable expenses   11.8 %     13.3 %     12.4 %     13.2 %
    Fixed expenses*   5.6 %     4.4 %     5.4 %     4.7 %
    Total business adjusted operating income (non-GAAP)   9.9 %     8.3 %     8.3 %     6.9 %
                   
    *Fixed expenses represent shared services that support both our subscription and other business segments and, as such, are generally allocated to each segment pro-rata based on revenues.
     

    Adjusted operating income is a non-GAAP financial measure that adjusts operating income (loss) to remove the effect of acquisition cost, development expenses, non-recurring transaction or restructuring expenses, and gain (loss) from investment in joint venture. Non-cash items, such as stock-based compensation expense and depreciation and amortization, are also excluded. Acquisition cost, development expenses, gain (loss) from investment in joint venture, stock-based compensation expense, and depreciation and amortization are expected to remain recurring expenses for the foreseeable future, but are excluded from this metric to measure scale in other areas of the business. Management believes acquisition costs primarily represent the cost to acquire new subscribers and are driven by the amount of growth we choose to pursue based primarily on the amount of our adjusted operating income period over period. Accordingly, this measure is not indicative of our core operating income performance. We also exclude development expenses, gain (loss) from investment in joint venture, stock-based compensation expense, and depreciation and amortization because some investors may not view those items as reflective of our core operating income performance.

    Management uses adjusted operating income and the margin on adjusted operating income to understand the effects of scale in its non-acquisition cost and development expenses and to plan future advertising expenditures, which are designed to acquire new pets. Management uses this measure as a principal way of understanding the operating performance of its business exclusive of acquisition cost and new product exploration and development initiatives. Management believes disclosure of this metric provides investors with the same data that the Company employs in assessing its overall operations and that disclosure of this measure may provide useful information regarding the efficiency of our utilization of revenues, return on advertising dollars in the form of new subscribers and future use of available cash to support the continued growth of our business.

    The following tables reflect the reconciliation of adjusted EBITDA to net income (loss) (in thousands):
                                   
      Nine Months Ended
    September 30,
                           
        2024       2023                          
    Net loss $ (11,289 )   $ (42,530 )                        
    Excluding:                              
    Stock-based compensation expense   23,906       25,228                          
    Depreciation and amortization expense   12,542       9,445                          
    Interest income   (9,412 )     (6,169 )                        
    Interest expense   11,071       8,380                          
    Other non-operating expenses                                  
    Income tax benefit   (43 )     (472 )                        
    Non-recurring transaction or restructuring expenses         4,175                          
    (Gain) loss from equity method investment   (33 )     (110 )                        
    Adjusted EBITDA $ 26,742     $ (2,053 )                        
                                   
      Three Months Ended
      Sep. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sep. 30, 2023   Jun. 30, 2023   Mar. 31, 2023   Dec. 31, 2022
    Net income (loss) $ 1,425     $ (5,862 )   $ (6,852 )   $ (2,163 )   $ (4,036 )   $ (13,714 )   $ (24,780 )   $ (9,285 )
    Excluding:                              
    Stock-based compensation expense   8,127       8,381       7,398       6,636       6,585       6,503       12,140       8,412  
    Depreciation and amortization expense   4,381       4,376       3,785       3,029       2,990       3,253       3,202       2,897  
    Interest income   (3,232 )     (3,135 )     (3,045 )     (2,842 )     (2,389 )     (2,051 )     (1,729 )     (1,614 )
    Interest expense   3,820       3,655       3,596       3,697       3,053       2,940       2,387       1,587  
    Other non-operating expenses                                          
    Income tax expense (benefit)   39       (44 )     (38 )     130       (43 )     (238 )     (191 )     (15 )
    Non-recurring transaction or restructuring expenses                       8       65       4,102       193  
    (Gain) loss from equity method investment   (33 )                   (110 )                  
    Adjusted EBITDA $ 14,527     $ 7,371     $ 4,844     $ 8,487     $ 6,058     $ (3,242 )   $ (4,869 )   $ 2,175  
     

    Contacts:

    Investors:
    Laura Bainbridge, Senior Vice President, Corporate Communications
    Gil Melchior, Director, Investor Relations
    Investor.Relations@trupanion.com

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/214fb96d-127a-4bf6-af8e-cc7b9498e1ec

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

    Third Quarter 2024 Highlights and Key Developments

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    Key Financial Results

    • Net Income was $255 million, translating to diluted earnings per share (“EPS”) of $3.39, up 16% from a year ago
    • Adjusted EPS* increased 11% year-over-year to $4.16
      • Gross profit* increased 12% year-over-year to $1,128 million
      • Core G&A* increased 5% year-over-year to $359 million  
      • Adjusted EBITDA* increased 12% year-over-year to $566 million

    Key Business Results

    • Total advisory and brokerage assets increased 29% year-over-year to $1.6 trillion
      • Advisory assets increased 35% year-over-year to $892 billion
      • Advisory assets as a percentage of total assets increased to 56.0%, up from 53.5% a year ago
    • Total organic net new assets were $27 billion, representing 7% annualized growth
      • Excluding a $6 billion outflow related to a planned separation from misaligned large OSJs, total organic net new assets were $33 billion, translating to a 9% annualized growth rate
      • Organic net new advisory assets were $23 billion, representing 11% annualized growth. Excluding the impact of the planned separations, total organic net new advisory assets were $28 billion, translating to a 14% annualized growth rate.
    • Recruited assets(1)were $26 billion
      • Recruited assets over the trailing twelve months were $87 billion, up approximately 12% from a year ago
    • Advisor count(2)was 23,686, up 224 sequentially and 1,282 year-over-year
    • Total client cash balances were $46 billion, an increase of $2 billion sequentially and a decrease of $1 billion year-over-year
      • Client cash balances as a percentage of total assets were 2.9%, in-line with the prior quarter and down from 3.8% a year ago

    Key Capital and Liquidity Results

    • Corporate cash(3)was $708 million
    • Leverage ratio(4)was 1.61x
    • Dividends paid were $22.4 million

    Key Updates

    • M&A:
      • Atria Wealth Solutions, Inc. (“Atria”): In October 2024, closed the acquisition of Atria, a wealth management solutions holding company. Atria supports ~2,200 advisors and ~160 banks and credit unions, managing ~$110 billion of brokerage and advisory assets. Conversion is expected to be completed in mid-2025.
        • Estimated run-rate EBITDA has increased from $140 million at announcement to $150 million
      • The Investment Center, Inc. (“The Investment Center”): Announced a definitive agreement to acquire The Investment Center, a firm with ~240 advisors serving ~$9 billion of brokerage and advisory assets. We expect to close and convert the acquisition in the first half of 2025.
      • Liquidity & Succession: Deployed approximately $34 million of capital to close six deals, including our first three external practices
    • Prudential Advisors (“Prudential”): On track to onboard the retail wealth management business of Prudential during Q4
      • Estimated run-rate EBITDA has increased from $60 million at announcement to $70 million
    • Core G&A*:
      • While there are variable costs associated with supporting our strong levels of organic growth, given our ongoing focus on efficiency, we are tightening our 2024 Core G&A* outlook to a range of $1,475 million to $1,485 million
      • Additionally, we are increasing the range by $35 million to $40 million to include costs related to the acquisition of Atria and onboarding of Prudential, resulting in an updated range of $1,510 million to $1,525 million
    • Share Repurchases: We plan to resume our share repurchase program in Q4 2024, with an estimated $100 million of repurchases planned during the fourth quarter

    *See the Non-GAAP Financial Measures section and the endnotes to this release for further details about these non-GAAP financial measures

    SAN DIEGO, Oct. 30, 2024 (GLOBE NEWSWIRE) — LPL Financial Holdings Inc. (Nasdaq: LPLA) (the “Company”) today announced results for its third quarter ended September 30, 2024, reporting net income of $255 million or $3.39 per share. This compares with $224 million, or $2.91 per share, in the third quarter of 2023 and $244 million, or $3.23 per share, in the prior quarter.

    “I joined LPL with the mandate to accelerate our growth, and for the past six years, have worked closely with Matt Audette and the rest of our leadership team, to set our strategic vision, and to build and execute on the plan to achieve that vision,” said Rich Steinmeier, CEO. “Looking forward, our opportunity is clear – to assert our leadership and shape both the advisor and institutional markets. Our focus is on creating the culture, workplace environment, and capabilities, to achieve sustainable outperformance through becoming an indispensable partner to our advisors and institutions, while delivering long-term value to shareholders.”

    “We’re operating from a position of strength with a leadership team that is focused on supporting our advisors’ success through innovative solutions,” said Matt Audette, President and CFO. “In my expanded role, I look forward to the opportunity to help extend our leadership position in the advisor-mediated markets and to enhance value for our shareholders. Specific to the third quarter, we delivered strong organic growth in both our traditional and new markets. As a complement, we announced our acquisition of The Investment Center, and early in the fourth quarter we closed our acquisition of Atria. As we look ahead, we remain excited by the opportunities we have to serve and support our advisors, while continuing to deliver an industry leading value proposition.”

    Dividend Declaration

    The Company’s Board of Directors declared a $0.30 per share dividend to be paid on December 2, 2024 to all stockholders of record as of November 14, 2024.

    Conference Call and Additional Information

    The Company will hold a conference call to discuss its results at 5:00 p.m. ET on Wednesday, October 30, 2024. The conference call will be accessible and available for replay at investor.lpl.com/events.

    Contacts

    Investor Relations
    investor.relations@lplfinancial.com

    Media Relations
    media.relations@lplfinancial.com

    About LPL Financial

    LPL Financial Holdings Inc. (Nasdaq: LPLA) was founded on the principle that the firm should work for advisors and institutions, and not the other way around. Today, LPL is a leader in the markets we serve(5), serving more than 23,000 financial advisors, including advisors at approximately 1,000 institutions and at approximately 580 registered investment advisor (“RIA”) firms nationwide. We are steadfast in our commitment to the advisor-mediated model and the belief that Americans deserve access to personalized guidance from a financial professional. At LPL, independence means that advisors and institution leaders have the freedom they deserve to choose the business model, services, and technology resources that allow them to run a thriving business. They have the flexibility to do business their way. And they have the freedom to manage their client relationships, because they know their clients best. Simply put, we take care of our advisors and institutions, so they can take care of their clients.

    Securities and Advisory services offered through LPL Financial LLC (“LPL Financial”), a registered investment advisor. Member FINRA/SIPC. LPL Financial and its affiliated companies provide financial services only from the United States.

    Throughout this communication, the terms “financial advisors” and “advisors” are used to refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial.

    We routinely disclose information that may be important to shareholders in the “Investor Relations” or “Press Releases” section of our website.

    Forward-Looking Statements

    This press release contains statements regarding:

    • the amount and timing of the onboarding of acquired, recruited or transitioned brokerage and advisory assets, including Atria, Prudential and The Investment Center;
    • the Company’s future financial and operating results, growth, plans, priorities and business strategies, including forecasts and statements related to the Company’s core G&A expenses; and
    • future capabilities, future advisor service experience, future investments and capital deployment, including share repurchase activity and dividends, if any, and long-term shareholder value.

    These and any other statements that are not related to present facts or current conditions, or that are not purely historical, constitute forward-looking statements. They reflect the Company’s expectations and objectives as of October 30, 2024 and are not guarantees that expectations or objectives expressed or implied will be achieved. The achievement of such expectations and objectives involves risks and uncertainties that may cause actual results, levels of activity or the timing of events to differ materially from those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include:

    • the failure to satisfy the closing conditions applicable to the Company’s strategic relationship agreement with Prudential, or the Company’s purchase agreement with The Investment Center, including regulatory approvals;
    • difficulties and delays in onboarding the assets of acquired, recruited or transitioned advisors, including the receipt and timing of regulatory approvals that may be required;
    • disruptions in the businesses of the Company that could make it more difficult to maintain relationships with advisors and their clients;
    • the choice by clients of acquired or recruited advisors not to open brokerage and/or advisory accounts at the Company;
    • changes in general economic and financial market conditions, including retail investor sentiment;
    • changes in interest rates and fees payable by banks participating in the Company’s client cash programs, including the Company’s success in negotiating agreements with current or additional counterparties;
    • the Company’s strategy and success in managing client cash program fees;
    • fluctuations in the levels of advisory and brokerage assets, including net new assets, and the related impact on revenue;
    • effects of competition in the financial services industry and the success of the Company in attracting and retaining financial advisors and institutions, and their ability to provide financial products and services effectively;
    • whether the retail investors served by newly-recruited advisors choose to move their respective assets to new accounts at the Company;
    • changes in the growth and profitability of the Company’s fee-based offerings and asset-based revenues;
    • the effect of current, pending and future legislation, regulation and regulatory actions, including disciplinary actions imposed by federal and state regulators and self-regulatory organizations;
    • the cost of defending, settling and remediating issues related to regulatory matters or legal proceedings, including civil monetary penalties or actual costs of reimbursing customers for losses in excess of our reserves or insurance;
    • changes made to the Company’s services and pricing, including in response to competitive developments and current, pending and future legislation, regulation and regulatory actions, and the effect that such changes may have on the Company’s gross profit streams and costs;
    • execution of the Company’s capital management plans, including its compliance with the terms of the Company’s amended and restated credit agreement, the committed revolving credit facilities of the Company and LPL Financial, and the indentures governing the Company’s senior unsecured notes;
    • strategic acquisitions and investments, including pursuant to the Company’s Liquidity & Succession solution, and the effect that such acquisitions and investments may have on the Company’s capital management plans and liquidity;
    • the price, availability and trading volumes of shares of the Company’s common stock, which will affect the timing and size of future share repurchases by the Company, if any;
    • the execution of the Company’s plans and its success in realizing the synergies, expense savings, service improvements or efficiencies expected to result from its investments, initiatives and acquisitions, expense plans and technology initiatives;
    • whether advisors affiliated with Atria, Prudential, and The Investment Center will transition registration to the Company and whether assets reported as serviced by such financial advisors will translate into assets of the Company;
    • the performance of third-party service providers to which business processes have been transitioned;
    • the Company’s ability to control operating risks, information technology systems risks, cybersecurity risks and sourcing risks; and
    • the other factors set forth in the Company’s most recent Annual Report on Form 10-K, as may be amended or updated in the Company’s Quarterly Reports on Form 10-Q or other filings with the Securities and Exchange Commission. 

    Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this earnings release, and you should not rely on statements contained herein as representing the Company’s view as of any date subsequent to the date of this press release.

     
    LPL Financial Holdings Inc.
    Condensed Consolidated Statements of Income
    (In thousands, except per share data)
    (Unaudited)
             
      Three Months Ended
        Three Months Ended
       
      September 30,
      June 30,
        September 30,
       
      2024
      2024
      Change 2023   Change
    REVENUE          
    Advisory $ 1,378,050     $ 1,288,163     7 % $ 1,081,562     27 %
    Commission:          
    Sales-based   429,132       423,070     1 %   311,792     38 %
    Trailing   377,400       363,976     4 %   331,808     14 %
    Total commission   806,532       787,046     2 %   643,600     25 %
    Asset-based:          
    Client cash   353,855       341,475     4 %   360,518     (2 %)
    Other asset-based   272,336       259,533     5 %   224,614     21 %
    Total asset-based   626,191       601,008     4 %   585,132     7 %
    Service and fee   145,729       135,000     8 %   135,648     7 %
    Transaction   58,546       58,935     (1 %)   50,210     17 %
    Interest income, net   49,923       47,478     5 %   40,773     22 %
    Other   43,423       14,139     n/m   (14,542 )   n/m
    Total revenue   3,108,394       2,931,769     6 %   2,522,383     23 %
    EXPENSE          
    Advisory and commission   1,948,065       1,819,027     7 %   1,488,432     31 %
    Compensation and benefits   266,415       274,000     (3 %)   243,759     9 %
    Promotional   164,538       136,125     21 %   131,645     25 %
    Depreciation and amortization   78,338       70,999     10 %   64,627     21 %
    Occupancy and equipment   69,879       69,529     1 %   61,339     14 %
    Interest expense on borrowings   67,779       64,341     5 %   48,363     40 %
    Amortization of other intangibles   32,461       30,607     6 %   27,760     17 %
    Brokerage, clearing and exchange   29,636       32,984     (10 %)   24,793     20 %
    Professional services   26,295       22,100     19 %   18,699     41 %
    Communications and data processing   17,916       19,406     (8 %)   19,634     (9 %)
    Other   59,724       62,580     (5 %)   75,660     (21 %)
    Total expense   2,761,046       2,601,698     6 %   2,204,711     25 %
    INCOME BEFORE PROVISION FOR INCOME TAXES   347,348       330,071     5 %   317,672     9 %
    PROVISION FOR INCOME TAXES   92,045       86,271     7 %   93,381     (1 %)
    NET INCOME $ 255,303     $ 243,800     5 % $ 224,291     14 %
    EARNINGS PER SHARE          
    Earnings per share, basic $ 3.41     $ 3.26     5 % $ 2.95     16 %
    Earnings per share, diluted $ 3.39     $ 3.23     5 % $ 2.91     16 %
    Weighted-average shares outstanding, basic   74,776       74,725     %   76,062     (2 %)
    Weighted-average shares outstanding, diluted   75,405       75,548     %   77,147     (2 %)
                                     
     
    LPL Financial Holdings Inc.
    Condensed Consolidated Statements of Income
    (In thousands, except per share data)
    (Unaudited)
         
      Nine Months Ended
       
      September 30,
       
      2024
      2023
      Change
    REVENUE      
    Advisory $ 3,866,024     $ 3,050,184     27 %
    Commission:      
    Sales-based   1,237,437       896,825     38 %
    Trailing   1,102,587       973,386     13 %
    Total commission   2,340,024       1,870,211     25 %
    Asset-based:      
    Client cash   1,047,712       1,157,208     (9 %)
    Other asset-based   780,208       639,387     22 %
    Total asset-based   1,827,920       1,796,595     2 %
    Service and fee   412,901       377,757     9 %
    Transaction   174,739       146,081     20 %
    Interest income, net   140,926       116,103     21 %
    Other   110,222       52,088     112 %
    Total revenue   8,872,756       7,409,019     20 %
    EXPENSE      
    Advisory and commission   5,500,579       4,307,829     28 %
    Compensation and benefits   814,784       708,972     15 %
    Promotional   427,282       332,433     29 %
    Depreciation and amortization   216,495       179,058     21 %
    Occupancy and equipment   205,672       186,517     10 %
    Interest expense on borrowings   192,202       132,389     45 %
    Brokerage, clearing and exchange   93,152       80,067     16 %
    Amortization of other intangibles   92,620       78,593     18 %
    Professional services   61,674       51,011     21 %
    Communications and data processing   57,066       57,903     (1 %)
    Other   159,619       143,259     11 %
    Total expense   7,821,145       6,258,031     25 %
    INCOME BEFORE PROVISION FOR INCOME TAXES   1,051,611       1,150,988     (9 %)
    PROVISION FOR INCOME TAXES   263,744       302,293     (13 %)
    NET INCOME $ 787,867     $ 848,695     (7 %)
    EARNINGS PER SHARE      
    Earnings per share, basic $ 10.55     $ 10.97     (4 %)
    Earnings per share, diluted $ 10.45     $ 10.82     (3 %)
    Weighted-average shares outstanding, basic   74,688       77,339     (3 %)
    Weighted-average shares outstanding, diluted   75,424       78,439     (4 %)
                         
     
    LPL Financial Holdings Inc.
    Condensed Consolidated Statements of Financial Condition
    (In thousands, except share data)
    (Unaudited)
           
      September 30, 2024
      June 30, 2024
      December 31, 2023
    ASSETS
    Cash and equivalents $ 1,474,954     $ 1,318,894     $ 465,671  
    Cash and equivalents segregated under federal or other regulations   1,382,867       1,530,150       2,007,312  
    Restricted cash   104,881       109,618       108,180  
    Receivables from clients, net   622,015       563,923       588,585  
    Receivables from brokers, dealers and clearing organizations   53,763       74,432       50,069  
    Advisor loans, net   1,913,363       1,757,727       1,479,690  
    Other receivables, net   802,186       763,632       743,317  
    Investment securities ($94,694, $73,463 and $76,088 at fair value at September 30, 2024, June 30, 2024 and December 31, 2023, respectively)   111,096       89,853       91,311  
    Property and equipment, net   1,144,676       1,066,395       933,091  
    Goodwill   1,868,193       1,860,062       1,856,648  
    Other intangibles, net   782,426       783,031       671,585  
    Other assets   1,681,455       1,586,010       1,390,021  
    Total assets $ 11,941,875     $ 11,503,727     $ 10,385,480  
    LIABILITIES AND STOCKHOLDERS’ EQUITY
    LIABILITIES:      
    Client payables $ 2,039,140     $ 1,963,988     $ 2,266,176  
    Payables to brokers, dealers and clearing organizations   211,054       212,394       163,337  
    Accrued advisory and commission expenses payable   252,881       240,370       216,541  
    Corporate debt and other borrowings, net   4,441,913       4,442,840       3,734,111  
    Accounts payable and accrued liabilities   485,927       461,277       485,963  
    Other liabilities   1,739,209       1,667,511       1,440,373  
    Total liabilities   9,170,124       8,988,380       8,306,501  
    STOCKHOLDERS’ EQUITY:      
    Common stock, $0.001 par value; 600,000,000 shares authorized; 130,779,259, 130,746,590 shares and 130,233,328 shares issued at September 30, 2024, June 30, 2024 and December 31, 2023, respectively   131       131       130  
    Additional paid-in capital   2,059,207       2,038,216       1,987,684  
    Treasury stock, at cost — 55,968,552, 55,985,188 shares and 55,576,970 shares at September 30, 2024, June 30, 2024 and December 31, 2023, respectively   (4,102,319 )     (4,101,955 )     (3,993,949 )
    Retained earnings   4,814,732       4,578,955       4,085,114  
    Total stockholders’ equity   2,771,751       2,515,347       2,078,979  
    Total liabilities and stockholders’ equity $ 11,941,875     $ 11,503,727     $ 10,385,480  
                           
     
    LPL Financial Holdings Inc.
    Management’s Statements of Operations
    (In thousands, except per share data)
    (Unaudited)
     

    Certain information in this release is presented as reviewed by the Company’s management and includes information derived from the Company’s unaudited condensed consolidated statements of income, non-GAAP financial measures and operational and performance metrics. For information on non-GAAP financial measures, please see the section titled “Non-GAAP Financial Measures” in this release.

      Quarterly Results
      Q3 2024
      Q2 2024
      Change
      Q3 2023
      Change
    Gross Profit(6)          
    Advisory $ 1,378,050     $ 1,288,163     7 %   $ 1,081,562     27 %
    Trailing commissions   377,400       363,976     4 %     331,808     14 %
    Sales-based commissions   429,132       423,070     1 %     311,792     38 %
    Advisory fees and commissions   2,184,582       2,075,209     5 %     1,725,162     27 %
    Production-based payout(7)   (1,910,634 )     (1,812,050 )   5 %     (1,506,080 )   27 %
    Advisory fees and commissions, net of payout   273,948       263,159     4 %     219,082     25 %
    Client cash(8)   372,333       361,316     3 %     377,782     (1 %)
    Other asset-based(9)   272,336       259,533     5 %     224,614     21 %
    Service and fee   145,729       135,000     8 %     135,648     7 %
    Transaction   58,546       58,935     (1 %)     50,210     17 %
    Interest income, net(10)   31,428       27,618     14 %     23,485     34 %
    Other revenue(11)   3,392       6,621     (49 %)     4,113     (18 %)
    Total net advisory fees and commissions and attachment revenue   1,157,712       1,112,182     4 %     1,034,934     12 %
    Brokerage, clearing and exchange expense   (29,636 )     (32,984 )   (10 %)     (24,793 )   20 %
    Gross Profit(6)   1,128,076       1,079,198     5 %     1,010,141     12 %
               
    G&A Expense          
    Core G&A(12)   359,134       370,912     (3 %)     341,728     5 %
    Regulatory charges(13)   24,879       7,594     n/m   48,083     (48 %)
    Promotional (ongoing)(14)(15)   175,605       147,830     19 %     140,171     25 %
    Acquisition costs(15)   22,243       36,876     (40 %)     5,989     n/m
    Employee share-based compensation   20,289       19,968     2 %     15,748     29 %
    Total G&A   602,150       583,180     3 %     551,719     9 %
    EBITDA(16)   525,926       496,018     6 %     458,422     15 %
    Depreciation and amortization   78,338       70,999     10 %     64,627     21 %
    Amortization of other intangibles   32,461       30,607     6 %     27,760     17 %
    Interest expense on borrowings   67,779       64,341     5 %     48,363     40 %
    INCOME BEFORE PROVISION FOR INCOME TAXES   347,348       330,071     5 %     317,672     9 %
    PROVISION FOR INCOME TAXES   92,045       86,271     7 %     93,381     (1 %)
    NET INCOME $ 255,303     $ 243,800     5 %   $ 224,291     14 %
    Earnings per share, diluted $ 3.39     $ 3.23     5 %   $ 2.91     16 %
    Weighted-average shares outstanding, diluted   75,405       75,548     %     77,147     (2 %)
    Adjusted EBITDA(16) $ 566,169     $ 532,894     6 %   $ 504,411     12 %
    Adjusted EPS(17) $ 4.16     $ 3.88     7 %   $ 3.74     11 %
                                       
     
    LPL Financial Holdings Inc.
    Operating Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
               
      Q3 2024
      Q2 2024
      Change
      Q3 2023
      Change
    Market Drivers          
    S&P 500 Index (end of period)   5,762       5,460     6 %     4,288     34 %
    Russell 2000 Index (end of period)   2,230       2,048     9 %     1,785     25 %
    Fed Funds daily effective rate (average bps)   527       533     (6bps)   526     1bps
               
    Advisory and Brokerage Assets(18)          
    Advisory assets $ 892.0     $ 829.1     8 %   $ 662.7     35 %
    Brokerage assets   700.1       668.7     5 %     575.7     22 %
    Total Advisory and Brokerage Assets $ 1,592.1     $ 1,497.8     6 %   $ 1,238.4     29 %
    Advisory as a % of Total Advisory and Brokerage Assets   56.0 %     55.4 %   60bps   53.5 %   250bps
               
    Assets by Platform          
    Corporate advisory assets(19) $ 618.8     $ 567.8     9 %   $ 444.4     39 %
    Independent RIA advisory assets(19)   273.2       261.3     5 %     218.3     25 %
    Brokerage assets   700.1       668.7     5 %     575.7     22 %
    Total Advisory and Brokerage Assets $ 1,592.1     $ 1,497.8     6 %   $ 1,238.4     29 %
               
    Centrally Managed Assets          
    Centrally managed assets(20) $ 138.1     $ 126.9     9 %   $ 100.5     37 %
    Centrally Managed as a % of Total Advisory Assets   15.5 %     15.3 %   20bps   15.2 %   30bps
                                 
     
    LPL Financial Holdings Inc.
    Operating Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
                 
      Q3 2024
      Q2 2024
      Change   Q3 2023
      Change
    Organic Net New Assets (NNA)(21)            
    Organic net new advisory assets $ 23.2     $ 26.6     n/m   $ 22.7     n/m
    Organic net new brokerage assets   3.8       2.5     n/m     10.5     n/m
    Total Organic Net New Assets $ 27.0     $ 29.0     n/m   $ 33.2     n/m
                 
    Acquired Net New Assets(21)            
    Acquired net new advisory assets $ 0.5     $ 0.3     n/m   $     n/m
    Acquired net new brokerage assets   0.1       4.8     n/m         n/m
    Total Acquired Net New Assets $ 0.6     $ 5.0     n/m   $     n/m
                 
    Total Net New Assets(21)            
    Net new advisory assets $ 23.7     $ 26.8     n/m   $ 22.7     n/m
    Net new brokerage assets   3.8       7.2     n/m     10.5     n/m
    Total Net New Assets $ 27.5     $ 34.0     n/m   $ 33.2     n/m
                 
    Net brokerage to advisory conversions(22) $ 3.5     $ 3.7     n/m   $ 2.7     n/m
    Organic advisory NNA annualized growth(23)   11.2 %     13.4 %   n/m     13.7 %   n/m
    Total organic NNA annualized growth(23)   7.2 %     8.1 %   n/m     10.7 %   n/m
                 
    Net New Advisory Assets(21)            
    Corporate RIA net new advisory assets $ 24.0     $ 23.4     n/m   $ 17.0     n/m
    Independent RIA net new advisory assets   (0.3 )     3.4     n/m     5.7     n/m
    Total Net New Advisory Assets $ 23.7     $ 26.8     n/m   $ 22.7     n/m
    Centrally managed net new advisory assets(21) $ 4.4     $ 4.4     n/m   $ 4.4     n/m
                 
    Net buy (sell) activity(24) $ 37.7     $ 39.3     n/m   $ 35.6     n/m
                                   

    Note: Totals may not foot due to rounding.

     
    LPL Financial Holdings Inc.
    Client Cash Data
    (Dollars in thousands, except where noted)
    (Unaudited)
               
      Q3 2024
      Q2 2024
      Change
      Q3 2023
      Change
    Client Cash Balances (in billions)(25)          
    Insured cash account sweep $ 32.1     $ 31.0     4 %   $ 33.6     (4 %)
    Deposit cash account sweep   9.6       9.2     4 %     9.1     5 %
    Total Bank Sweep   41.7       40.2     4 %     42.7     (2 %)
    Money market sweep   2.3       2.3     %     2.6     (12 %)
    Total Client Cash Sweep Held by Third Parties   44.0       42.5     4 %     45.3     (3 %)
    Client cash account (CCA)(26)   1.8       1.5     20 %     1.5     20 %
    Total Client Cash Balances $ 45.8     $ 44.0     4 %   $ 46.9     (2 %)
    Client Cash Balances as a % of Total Assets   2.9 %     2.9 %   —bps   3.8 %   (90bps)
                                 

    Note: Totals may not foot due to rounding.

       
      Three Months Ended
      September 30, 2024 June 30, 2024 September 30, 2023
    Interest-Earnings Assets Average Balance
    (in billions)
    Revenue Net Yield (bps)(27)   Average Balance
    (in billions)
    Revenue Net Yield (bps)(27)   Average Balance
    (in billions)
    Revenue Net Yield (bps)(27)  
    Insured cash account sweep $ 31.1   $ 259,503   332   $ 31.7   $ 250,804   318   $ 34.5   $ 276,944   318  
    Deposit cash account sweep   9.2     92,765   400     9.0     89,070   399     9.1     81,826   357  
    Total Bank Sweep   40.3     352,268   348     40.7     339,874   336     43.6     358,770   326  
    Money market sweep   2.3     1,587   28     2.3     1,601   28     2.4     1,748   29  
    Total Client Cash Held By Third Parties   42.6     353,855   330     43.0     341,475   320     46.0     360,518   311  
    Client cash account (CCA)(26)   1.6     18,478   472     1.7     19,841   472     1.5     17,264   454  
    Total Client Cash   44.2     372,333   335     44.7     361,316   326     47.5     377,782   315  
    Margin receivables   0.5     11,199   885     0.5     10,521   889     0.5     10,740   883  
    Other interest revenue   1.5     20,229   533     1.3     17,097   545     0.9     12,745   576  
    Total Client Cash and Interest Income, Net $ 46.2   $ 403,761   348   $ 46.5   $ 388,934   337   $ 48.9   $ 401,267   326  
                                                     

    Note: Totals may not foot due to rounding.

     
    LPL Financial Holdings Inc.
    Monthly Metrics
    (Dollars in billions, except where noted)
    (Unaudited)
               
      September 2024 August 2024 Change July 2024 June 2024
    Advisory and Brokerage Assets(18)          
    Advisory assets $ 892.0   $ 869.5   3 % $ 850.6   $ 829.1  
    Brokerage assets   700.1     690.6   1 %   678.7     668.7  
    Total Advisory and Brokerage Assets $ 1,592.1   $ 1,560.1   2 % $ 1,529.3   $ 1,497.8  
               
    Organic Net New Assets (NNA)(21)          
    Organic net new advisory assets $ 11.0   $ 5.4   n/m $ 6.8   $ 9.2  
    Organic net new brokerage assets   0.5     1.1   n/m   2.2     1.6  
    Total Organic Net New Assets $ 11.4   $ 6.6   n/m $ 9.0   $ 10.8  
               
    Acquired Net New Assets(21)          
    Acquired net new advisory assets $ 0.2   $ 0.2   n/m $   $  
    Acquired net new brokerage assets   0.1       n/m        
    Total Acquired Net New Assets $ 0.3   $ 0.3   n/m $   $  
               
    Total Net New Assets(21)          
    Net new advisory assets $ 11.2   $ 5.7   n/m $ 6.8   $ 9.2  
    Net new brokerage assets   0.5     1.2   n/m   2.2     1.6  
    Total Net New Assets $ 11.7   $ 6.8   n/m $ 9.0   $ 10.8  
    Net brokerage to advisory conversions(22) $ 1.2   $ 1.3   n/m $ 1.0   $ 1.2  
               
    Client Cash Balances(25)          
    Insured cash account sweep $ 32.1   $ 30.4   6 % $ 31.1   $ 31.0  
    Deposit cash account sweep   9.6     9.3   3 %   9.1     9.2  
    Total Bank Sweep   41.7     39.7   5 %   40.2     40.2  
    Money market sweep   2.3     2.2   5 %   2.3     2.3  
    Total Client Cash Sweep Held by Third Parties   44.0     41.9   5 %   42.5     42.5  
    Client cash account (CCA)(26)   1.8     1.4   29 %   1.5     1.5  
    Total Client Cash Balances $ 45.8   $ 43.3   6 % $ 44.0   $ 44.0  
               
    Net buy (sell) activity(24) $ 12.2   $ 12.6   n/m $ 12.9   $ 12.1  
               
    Market Drivers          
    S&P 500 Index (end of period)   5,762     5,648   2 %   5,522     5,460  
    Russell 2000 Index (end of period)   2,230     2,218   1 %   2,254     2,048  
    Fed Funds effective rate (average bps)   513     533   (20bps)   533     533  
                               

    Note: Totals may not foot due to rounding.

     
    LPL Financial Holdings Inc.
    Financial Measures
    (Dollars in thousands, except where noted)
    (Unaudited)
               
      Q3 2024 Q2 2024 Change Q3 2023 Change
    Commission Revenue by Product          
    Annuities $ 481,852   $ 469,100   3 % $ 371,304   30 %
    Mutual funds   193,451     187,432   3 %   169,318   14 %
    Fixed income   55,707     53,192   5 %   42,286   32 %
    Equities   36,786     34,434   7 %   27,414   34 %
    Other   38,736     42,888   (10 %)   33,278   16 %
    Total commission revenue $ 806,532   $ 787,046   2 % $ 643,600   25 %
               
    Commission Revenue by Sales-based and Trailing      
    Sales-based commissions          
    Annuities $ 265,955   $ 260,188   2 % $ 183,974   45 %
    Mutual funds   42,310     42,981   (2 %)   34,718   22 %
    Fixed income   55,707     53,192   5 %   42,286   32 %
    Equities   36,786     34,434   7 %   27,414   34 %
    Other   28,374     32,275   (12 %)   23,400   21 %
    Total sales-based commissions $ 429,132   $ 423,070   1 % $ 311,792   38 %
    Trailing commissions          
    Annuities $ 215,897   $ 208,912   3 % $ 187,330   15 %
    Mutual funds   151,141     144,451   5 %   134,600   12 %
    Other   10,362     10,613   (2 %)   9,878   5 %
    Total trailing commissions $ 377,400   $ 363,976   4 % $ 331,808   14 %
    Total commission revenue $ 806,532   $ 787,046   2 % $ 643,600   25 %
               
    Payout Rate(7)   87.46 %   87.32 % 14bps   87.30 % 16bps
                           
     
    LPL Financial Holdings Inc.
    Capital Management Measures
    (Dollars in thousands, except where noted)
    (Unaudited)
           
      Q3 2024 Q2 2024 Q4 2023
    Cash and equivalents $ 1,474,954   $ 1,318,894   $ 465,671  
    Cash at regulated subsidiaries   (992,450 )   (828,145 )   (410,313 )
    Excess cash at regulated subsidiaries per the Credit Agreement   225,886     193,342     128,327  
    Corporate Cash(3) $ 708,390   $ 684,091   $ 183,685  
           
    Corporate Cash(3)      
    Cash at the Parent $ 435,109   $ 450,505   $ 26,587  
    Excess cash at regulated subsidiaries per the Credit Agreement   225,886     193,342     128,327  
    Cash at non-regulated subsidiaries   47,395     40,244     28,771  
    Corporate Cash $ 708,390   $ 684,091   $ 183,685  
           
    Leverage Ratio      
    Total debt $ 4,469,175   $ 4,471,850   $ 3,757,200  
    Total corporate cash   708,390     684,091     183,685  
    Credit Agreement Net Debt $ 3,760,785   $ 3,787,759   $ 3,573,515  
    Credit Agreement EBITDA (trailing twelve months)(28) $ 2,340,886   $ 2,260,165   $ 2,194,807  
    Leverage Ratio 1.61x 1.68x 1.63x
           
         
      September 30, 2024  
    Total Debt Balance Current Applicable
    Margin
    Interest Rate Maturity
    Revolving Credit Facility(a) $   ABR+37.5 bps / SOFR+147.5 bps 6.321 % 5/20/2029
    Broker-Dealer Revolving Credit Facility     SOFR+135 bps 6.310 % 5/19/2025
    Senior Secured Term Loan B   1,019,175   SOFR+185 bps(b) 7.051 % 11/12/2026
    Senior Unsecured Notes   500,000   5.700% Fixed 5.700 % 5/20/2027
    Senior Unsecured Notes   400,000   4.625% Fixed 4.625 % 11/15/2027
    Senior Unsecured Notes   750,000   6.750% Fixed 6.750 % 11/17/2028
    Senior Unsecured Notes   900,000   4.000% Fixed 4.000 % 3/15/2029
    Senior Unsecured Notes   400,000   4.375% Fixed 4.375 % 5/15/2031
    Senior Unsecured Notes   500,000   6.000% Fixed 6.000 % 5/20/2034
    Total / Weighted Average $ 4,469,175     5.661 %  
                   

    (a) Secured borrowing capacity of $2.25 billion at LPL Holdings, Inc. (the “Parent”).
    (b) The SOFR rate option is a one-month SOFR rate and subject to an interest rate floor of 0 bps.

     
    LPL Financial Holdings Inc.
    Key Business and Financial Metrics
    (Dollars in thousands, except where noted)
    (Unaudited)
               
      Q3 2024 Q2 2024 Change Q3 2023 Change
    Advisors          
    Advisors   23,686     23,462   1 %   22,404   6 %
    Net new advisors   224     578   (61 %)   462   (52 %)
    Annualized advisory fees and commissions per advisor(29) $ 371   $ 358   4 % $ 311   19 %
    Average total assets per advisor ($ in millions)(30) $ 67.2   $ 63.8   5 % $ 55.3   22 %
    Transition assistance loan amortization ($ in millions)(31) $ 69.1   $ 61.9   12 % $ 53.7   29 %
    Total client accounts (in millions)   8.7     8.6   1 %   8.2   6 %
               
    Employees   7,342     7,451   (1 %)   7,124   3 %
               
    Services Group          
    Services Group subscriptions(32)          
    Professional Services   1,890     1,892   %   1,867   1 %
    Business Optimizers   3,798     3,606   5 %   3,251   17 %
    Planning and Advice   735     665   11 %   456   61 %
    Total Services Group subscriptions   6,423     6,163   4 %   5,574   15 %
    Services Group advisor count   4,340     4,169   4 %   3,695   17 %
               
    AUM retention rate (quarterly annualized)(33)   97.0 %   98.4 % (140bps)   98.8 % (180bps)
               
    Capital Management          
    Capital expenditures ($ in millions)(34) $ 147.1   $ 128.9   14 % $ 95.0   55 %
    Acquisitions, net ($ in millions)(35) $ 34.1   $ 115.1   (70 %) $ 60.3   (43 %)
               
    Share repurchases ($ in millions) $   $   % $ 250.0   (100 %)
    Dividends ($ in millions)   22.4     22.4   %   22.8   (2 %)
    Total Capital Returned ($ in millions) $ 22.4   $ 22.4   % $ 272.8   (92 %)
                               

    Non-GAAP Financial Measures

    Management believes that presenting certain non-GAAP financial measures by excluding or including certain items can be helpful to investors and analysts who may wish to use this information to analyze the Company’s current performance, prospects and valuation. Management uses this non-GAAP information internally to evaluate operating performance and in formulating the budget for future periods. Management believes that the non-GAAP financial measures and metrics discussed below are appropriate for evaluating the performance of the Company.

    Adjusted EPS and Adjusted net income

    Adjusted EPS is defined as adjusted net income, a non-GAAP measure defined as net income plus the after-tax impact of amortization of other intangibles, acquisition costs, and certain regulatory charges, divided by the weighted average number of diluted shares outstanding for the applicable period. The Company presents adjusted net income and adjusted EPS because management believes that these metrics can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items, acquisition costs, and certain regulatory charges that management does not believe impact the Company’s ongoing operations. Adjusted net income and adjusted EPS are not measures of the Company’s financial performance under GAAP and should not be considered as alternatives to net income, earnings per diluted share or any other performance measure derived in accordance with GAAP. For a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS, please see the endnote disclosures in this release.

    Gross profit

    Gross profit is calculated as total revenue less advisory and commission expense; brokerage, clearing and exchange expense; and market fluctuations on employee deferred compensation. All other expense categories, including depreciation and amortization of property and equipment and amortization of other intangibles, are considered general and administrative in nature. Because the Company’s gross profit amounts do not include any depreciation and amortization expense, the Company considers gross profit to be a non-GAAP financial measure that may not be comparable to similar measures used by others in its industry. Management believes that gross profit can provide investors with useful insight into the Company’s core operating performance before indirect costs that are general and administrative in nature. For a calculation of gross profit, please see the endnote disclosures in this release.

    Core G&A

    Core G&A consists of total expense less the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; brokerage, clearing and exchange; amortization of other intangibles; market fluctuations on employee deferred compensation; promotional (ongoing); employee share-based compensation; regulatory charges; and acquisition costs. Management presents core G&A because it believes core G&A reflects the corporate expense categories over which management can generally exercise a measure of control, compared with expense items over which management either cannot exercise control, such as advisory and commission, or which management views as promotional expense necessary to support advisor growth and retention, including conferences and transition assistance. Core G&A is not a measure of the Company’s total expense as calculated in accordance with GAAP. For a reconciliation of the Company’s total expense to core G&A, please see the endnote disclosures in this release. The Company does not provide an outlook for its total expense because it contains expense components, such as advisory and commission, that are market-driven and over which the Company cannot exercise control. Accordingly, a reconciliation of the Company’s outlook for total expense to an outlook for core G&A cannot be made available without unreasonable effort.

    EBITDA and Adjusted EBITDA

    EBITDA is defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles. Adjusted EBITDA is defined as EBITDA, a non-GAAP measure, plus acquisition costs and certain regulatory charges. The Company presents EBITDA and adjusted EBITDA because management believes that they can be useful financial metrics in understanding the Company’s earnings from operations. EBITDA and adjusted EBITDA are not measures of the Company’s financial performance under GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to EBITDA and adjusted EBITDA, please see the endnote disclosures in this release.

    Credit Agreement EBITDA

    Credit Agreement EBITDA is defined in, and calculated by management in accordance with, the Company’s amended and restated credit agreement (“Credit Agreement”) as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. The Company presents Credit Agreement EBITDA because management believes that it can be a useful financial metric in understanding the Company’s debt capacity and covenant compliance under its Credit Agreement. Credit Agreement EBITDA is not a measure of the Company’s financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. For a reconciliation of net income to Credit Agreement EBITDA, please see the endnote disclosures in this release.

    Endnote Disclosures

    (1) Represents the estimated total advisory and brokerage assets expected to transition to the Company’s primary broker-dealer subsidiary, LPL Financial, in connection with advisors who transferred their licenses to LPL Financial during the period. The estimate is based on prior business reported by the advisors, which has not been independently and fully verified by LPL Financial. The actual transition of assets to LPL Financial generally occurs over several quarters and the actual amount transitioned may vary from the estimate.

    (2) The terms “Financial Advisors” and “Advisors” refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial, an SEC-registered broker-dealer and investment advisor.

    (3) Corporate cash, a component of cash and equivalents, is the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company’s Credit Agreement, which include LPL Financial and The Private Trust Company, N.A., in excess of the capital requirements of the Company’s Credit Agreement (which, in the case of LPL Financial is net capital in excess of 10% of its aggregate debits, or five times the net capital required in accordance with Exchange Act Rule 15c3-1) and (3) cash and equivalents held at non-regulated subsidiaries.

    (4) Compliance with the Leverage Ratio is only required under the Company’s revolving credit facility.

    (5) The Company was named Top RIA custodian (Cerulli Associates, 2023 U.S. RIA Marketplace Report); No. 1 Independent Broker-Dealer in the U.S. (based on total revenues, Financial Planning magazine 1996-2022); and, among third-party providers of brokerage services to banks and credit unions, No. 1 in AUM Growth from Financial Institutions; No. 1 in Market Share of AUM from Financial Institutions; No. 1 in Market Share of Revenue from Financial Institutions; No. 1 on Financial Institution Market Share; No. 1 on Share of Advisors (2021-2022 Kehrer Bielan Research and Consulting Annual TPM Report). Fortune 500 as of June 2021.

    (6) Gross profit is a non-GAAP financial measure. Please see a description of gross profit under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a calculation of gross profit for the periods presented (in thousands):

      Q3 2024 Q2 2024 Q3 2023
    Total revenue $ 3,108,394   $ 2,931,769   $ 2,522,383  
    Advisory and commission expense   1,948,065     1,819,027     1,488,432  
    Brokerage, clearing and exchange expense   29,636     32,984     24,793  
    Employee deferred compensation   2,617     560     (983 )
    Gross profit $ 1,128,076   $ 1,079,198   $ 1,010,141  
                       

    (7) Production-based payout is a financial measure calculated as advisory and commission expense plus (less) advisor deferred compensation. The payout rate is calculated by dividing the production-based payout by total advisory and commission revenue. Below is a reconciliation of the Company’s advisory and commission expense to the production-based payout and a calculation of the payout rate for the periods presented (in thousands, except payout rate):

      Q3 2024 Q2 2024 Q3 2023
    Advisory and commission expense $ 1,948,065   $ 1,819,027   $ 1,488,432  
    (Less) Plus: Advisor deferred compensation   (37,431 )   (6,977 )   17,648  
    Production-based payout $ 1,910,634   $ 1,812,050   $ 1,506,080  
           
    Advisory and commission revenue $ 2,184,582   $ 2,075,209   $ 1,725,162  
           
    Payout rate   87.46 %   87.32 %   87.30 %
                       

    (8) Below is a reconciliation of client cash revenue per Management’s Statements of Operations to client cash revenue, a component of asset-based revenue, on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

      Q3 2024 Q2 2024 Q3 2023
    Client cash on Management’s Statement of Operations   372,333   $ 361,316   $ 377,782  
    Interest income on CCA balances segregated under federal or other regulations(10)   (18,478 )   (19,841 )   (17,264 )
    Client cash on Condensed Consolidated Statements of Income $ 353,855   $ 341,475   $ 360,518  
                       

    (9) Consists of revenue from the Company’s sponsorship programs with financial product manufacturers, omnibus processing and networking services but does not include fees from client cash programs.

    (10) During the first quarter of 2024, the Company disaggregated the activity previously reported in the interest income and other, net line item into its interest income, net and other revenue components. Prior period amounts have been reclassified to conform to the current presentation. Below is a reconciliation of interest income, net per Management’s Statements of Operations to interest income, net on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

      Q3 2024 Q2 2024 Q3 2023
    Interest income, net on Management’s Statement of Operations $ 31,428   $ 27,618   $ 23,485  
    Interest income on CCA balances segregated under federal or other regulations(8)   18,478     19,841     17,264  
    Interest income on deferred compensation   17     19     24  
    Interest income, net on Condensed Consolidated Statements of Income $ 49,923   $ 47,478   $ 40,773  
                       

    (11) During the first quarter of 2024, the Company disaggregated the activity previously reported in the interest income and other, net line item into its interest income, net and other revenue components. Prior period amounts have been reclassified to conform to the current presentation. Below is a reconciliation of other revenue per Management’s Statements of Operations to other revenue on the Company’s condensed consolidated statements of income for the periods presented (in thousands):

      Q3 2024 Q2 2024 Q3 2023
    Other revenue on Management’s Statement of Operations $ 3,392   $ 6,621   $ 4,113  
    Interest income on deferred compensation   (17 )   (19 )   (24 )
    Deferred compensation   40,048     7,537     (18,631 )
    Other revenue on Condensed Consolidated Statements of Income $ 43,423   $ 14,139   $ (14,542 )
                       

    (12) Core G&A is a non-GAAP financial measure. Please see a description of core G&A under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of the Company’s total expense to core G&A for the periods presented (in thousands):

      Q3 2024 Q2 2024 Q3 2023
    Core G&A Reconciliation      
    Total expense $ 2,761,046   $ 2,601,698   $ 2,204,711  
    Advisory and commission   (1,948,065 )   (1,819,027 )   (1,488,432 )
    Depreciation and amortization   (78,338 )   (70,999 )   (64,627 )
    Interest expense on borrowings   (67,779 )   (64,341 )   (48,363 )
    Brokerage, clearing and exchange   (29,636 )   (32,984 )   (24,793 )
    Amortization of other intangibles   (32,461 )   (30,607 )   (27,760 )
    Employee deferred compensation   (2,617 )   (560 )   983  
    Total G&A   602,150     583,180     551,719  
    Promotional (ongoing)(14)(15)   (175,605 )   (147,830 )   (140,171 )
    Acquisition costs(15)   (22,243 )   (36,876 )   (5,989 )
    Employee share-based compensation   (20,289 )   (19,968 )   (15,748 )
    Regulatory charges(13)   (24,879 )   (7,594 )   (48,083 )
    Core G&A $ 359,134   $ 370,912   $ 341,728  
                       

    (13) Regulatory charges for the three months ended September 30, 2024 include charges related to a potential settlement with the SEC to resolve the Company’s civil investigation of certain elements of the Company’s Anti-Money Laundering (“AML”) compliance program. Under the SEC’s proposed resolution, the Company would pay an $18.0 million civil monetary penalty, and the Company has recorded an $18.0 million charge for the quarter ended September 30, 2024. Regulatory charges for the three months ended September 30, 2023 include a $40.0 million charge to reflect the amount of the penalty related to the SEC’s civil investigation of the Company’s compliance with records preservation requirements for business-related electronic communications that was not covered by the Company’s captive insurance subsidiary. The Company reached a settlement with the staff of the SEC and paid the civil monetary penalty of $50.0 million in August 2024.

    (14) Promotional (ongoing) includes $13.0 million, $12.2 million and $10.8 million for the three months ended September 30, 2024, June 30, 2024 and September 30, 2023, respectively, of support costs related to full-time employees that are classified within Compensation and benefits expense in the condensed consolidated statements of income and excludes costs that have been incurred as part of acquisitions that have been classified within acquisition costs for the same periods.

    (15) Acquisition costs include the costs to setup, onboard and integrate acquired entities and other costs that were incurred as a result of the acquisitions. The below table summarizes the primary components of acquisition costs for the periods presented (in thousands):

      Q3 2024 Q2 2024 Q3 2023
    Acquisition costs      
    Fair value mark on contingent consideration(36) $ 5,849   $ 24,624   $  
    Compensation and benefits   8,352     6,827     1,345  
    Professional services   6,685     3,567     2,199  
    Promotional(14)   1,964     539     2,260  
    Other   (607 )   1,319     185  
    Acquisition costs $ 22,243   $ 36,876   $ 5,989  
                       

    (16) EBITDA and adjusted EBITDA are non-GAAP financial measures. Please see a description of EBITDA and adjusted EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income to EBITDA and adjusted EBITDA for the periods presented (in thousands):

      Q3 2024 Q2 2024 Q3 2023
    EBITDA and adjusted EBITDA Reconciliation      
    Net income $ 255,303   $ 243,800   $ 224,291  
    Interest expense on borrowings   67,779     64,341     48,363  
    Provision for income taxes   92,045     86,271     93,381  
    Depreciation and amortization   78,338     70,999     64,627  
    Amortization of other intangibles   32,461     30,607     27,760  
    EBITDA $ 525,926   $ 496,018   $ 458,422  
    Regulatory charges(13)   18,000         40,000  
    Acquisition costs(15)   22,243     36,876     5,989  
    Adjusted EBITDA $ 566,169   $ 532,894   $ 504,411  
                       

    (17) Adjusted net income and adjusted EPS are non-GAAP financial measures. Please see a description of adjusted net income and adjusted EPS under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS for the periods presented (in thousands, except per share data):

      Q3 2024 Q2 2024 Q3 2023
      Amount Per Share Amount Per Share Amount Per Share
    Net income / earnings per diluted share $ 255,303   $ 3.39   $ 243,800   $ 3.23   $ 224,291   $ 2.91  
    Regulatory charges(13)   18,000     0.24             40,000     0.52  
    Amortization of other intangibles   32,461     0.43     30,607     0.41     27,760     0.36  
    Acquisition costs(15)   22,243     0.29     36,876     0.49     5,989     0.08  
    Tax benefit   (14,650 )   (0.19 )   (17,816 )   (0.24 )   (9,143 )   (0.12 )
    Adjusted net income / adjusted EPS $ 313,357   $ 4.16   $ 293,467   $ 3.88   $ 288,897   $ 3.74  
    Diluted share count   75,405       75,548       77,147    
    Note: Totals may not foot due to rounding.            
                 

    (18) Consists of total advisory and brokerage assets under custody at the Company’s primary broker-dealer subsidiary, LPL Financial.

    (19) Assets on the Company’s corporate advisory platform are serviced by investment advisor representatives of LPL Financial. Assets on the Company’s independent RIA advisory platform are serviced by investment advisor representatives of separate registered investment advisor firms rather than representatives of LPL Financial.

    (20) Consists of advisory assets in LPL Financial’s Model Wealth Portfolios, Optimum Market Portfolios, Personal Wealth Portfolios and Guided Wealth Portfolios platforms.

    (21) Consists of total client deposits into advisory or brokerage accounts less total client withdrawals from advisory or brokerage accounts, plus dividends, plus interest, minus advisory fees. The Company considers conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.

    (22) Consists of existing custodied assets that converted from brokerage to advisory, less existing custodied assets that converted from advisory to brokerage.

    (23) Calculated as annualized current period organic net new assets divided by preceding period assets in their respective categories of advisory assets or total advisory and brokerage assets.

    (24) Represents the amount of securities purchased less the amount of securities sold in client accounts custodied with LPL Financial.

    (25) Client cash balances include CCA and exclude purchased money market funds. CCA balances include cash that clients have deposited with LPL Financial that is included in Client payables in the condensed consolidated balance sheets. The following table presents purchased money market funds for the periods presented (in billions):

      Q3 2024 Q2 2024 Q3 2023
    Purchased money market funds $ 38.5   $ 35.7   $ 25.2  
                       

    (26) During the first quarter of 2024, the Company updated its definition of client cash account balances to exclude other client payables. Prior period disclosures have been updated to reflect this change as applicable.

    (27) Calculated by dividing revenue for the period by the average balance during the period.

    (28) EBITDA and Credit Agreement EBITDA are non-GAAP financial measures. Please see a description of EBITDA and Credit Agreement EBITDA under the “Non-GAAP Financial Measures” section of this release for additional information. Under the Credit Agreement, management calculates Credit Agreement EBITDA for a trailing twelve month period at the end of each fiscal quarter and in doing so may make further adjustments to prior quarters. Below are reconciliations of trailing twelve month net income to trailing twelve month EBITDA and Credit Agreement EBITDA for the periods presented (in thousands):

      Q3 2024 Q2 2024 Q4 2023
    EBITDA and Credit Agreement EBITDA Reconciliations      
    Net income $ 1,005,422   $ 974,410   $ 1,066,250  
    Interest expense on borrowings   246,618     227,201     186,804  
    Provision for income taxes   339,977     341,312     378,525  
    Depreciation and amortization   284,431     270,720     246,994  
    Amortization of other intangibles   121,238     116,537     107,211  
    EBITDA $ 1,997,686   $ 1,930,180   $ 1,985,784  
    Credit Agreement Adjustments:      
    Acquisition costs and other(15)(37) $ 236,007   $ 224,687   $ 110,170  
    Employee share-based compensation   78,425     73,884     66,024  
    M&A accretion(38)   26,265     28,843     30,268  
    Advisor share-based compensation   2,503     2,571     2,561  
    Credit Agreement EBITDA $ 2,340,886   $ 2,260,165   $ 2,194,807  
                       

    (29) Calculated based on the average advisor count from the current period and prior periods.

    (30) Calculated based on the end of period total advisory and brokerage assets divided by end of period advisor count.

    (31) Represents amortization expense on forgivable loans for transition assistance to advisors and institutions.

    (32) Refers to active subscriptions related to professional services offerings (CFO Solutions, Marketing Solutions, Admin Solutions, Advisor Institute, Bookkeeping, Partial Book Sales, CFO Essentials, and Digital Marketing) and business optimizer offerings (M&A Solutions, Digital Office, Resilience Plans and Assurance Plans), as well as planning and advice services (Paraplanning, Tax Planning, and High Net Worth Services) for which subscriptions are the number of advisors using the service.

    (33) Reflects retention of total advisory and brokerage assets, calculated by deducting quarterly annualized attrition from total advisory and brokerage assets, divided by the prior quarter total advisory and brokerage assets.

    (34) Capital expenditures represent cash payments for property and equipment during the period.

    (35) Acquisitions, net represent cash paid for acquisitions, net of cash acquired during the period.

    (36) Represents a fair value adjustment to our contingent consideration liabilities that is reflected in other expense in the condensed consolidated statements of income.

    (37) Acquisition costs and other primarily include acquisition costs, costs incurred related to the integration of the strategic relationship with Prudential, an $18.0 million regulatory charge recognized during the three months ended September 30, 2024 related to an investigation of the Company’s compliance with certain elements of the Company’s AML compliance program, and a $40.0 million regulatory charge recognized during the three months ended September 30, 2023 to reflect the amount of a penalty proposed by the SEC as part of its civil investigation of the Company’s compliance with records preservation requirements for business-related electronic communications stored on personal devices that have not been approved by the Company.

    (38) M&A accretion is an adjustment to reflect the annualized expected run rate EBITDA of an acquisition as permitted by the Credit Agreement for up to eight fiscal quarters following the close of the transaction.

    The MIL Network

  • MIL-OSI: Remitly Reports Third Quarter 2024 Results and Raises Full Year 2024 Outlook

    Source: GlobeNewswire (MIL-OSI)

    Active customers up 35% year over year
    Revenue up 39% year over year
    Achieved GAAP net income profitability and record Adjusted EBITDA

    SEATTLE, Oct. 30, 2024 (GLOBE NEWSWIRE) — Remitly Global, Inc. (NASDAQ: RELY), a trusted provider of digital financial services that transcend borders, reported results for the third quarter ended September 30, 2024.

    “I am grateful to our customers and global teams for the exceptional third quarter results,” said Matt Oppenheimer, co-founder and Chief Executive Officer, Remitly. “As our performance in the third quarter exceeded expectations, we are pleased to increase our 2024 outlook for both revenue and Adjusted EBITDA. We are excited about growth opportunities in 2025 and beyond as we execute on our vision of transforming lives with trusted financial services that transcend borders.”

    Third Quarter 2024 Highlights and Key Operating Data
    (All comparisons relative to the third quarter of 2023)

    • Active customers increased to 7.3 million, from 5.4 million, up 35%.
    • Send volume increased to $14.5 billion, from $10.2 billion, up 42%.
    • Revenue totaled $336.5 million, compared to $241.6 million, up 39%.
    • Net income was $1.9 million, compared to net loss of $35.7 million.
    • Adjusted EBITDA was $46.7 million, compared to $10.5 million, up 345%.

    2024 Financial Outlook
    For fiscal year 2024, Remitly currently expects:

    • Total revenue in the range of $1.250 billion to $1.254 billion, representing a growth rate of 32% to 33% year over year. This outlook reflects an increase from our prior revenue outlook in the range of $1.230 billion to $1.250 billion.
    • To remain in a GAAP net loss position for 2024 and for Adjusted EBITDA to be in the range of $108 million to $112 million. This outlook reflects an increase from our prior Adjusted EBITDA outlook in the range of $90 million and $100 million.

    For the fourth quarter of 2024, Remitly currently expects:

    • Total revenue in the range of $338 million to $342 million, representing a growth rate of 28% to 29% year over year.
    • A GAAP net loss position for the fourth quarter of 2024 and for Adjusted EBITDA to be in the range of $17 million to $21 million.

    Reconciliation of GAAP to Non-GAAP Financial Measures
    A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this earnings release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.” We have not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted GAAP net income (loss) or to forecasted GAAP income (loss) before income taxes within this earnings release because we cannot, without unreasonable effort, calculate certain reconciling items with confidence due to the variability, complexity, and limited visibility of the adjusting items that would be excluded from forecasted Adjusted EBITDA. These items include, but are not limited to, income taxes and stock-based compensation expense, which are directly impacted by unpredictable fluctuations in the market price of our common stock. The variability of these items could have a significant impact on our future GAAP financial results.

    Note: All percentage changes described within this press release are calculated using amounts in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”), for which revenue and active customers are presented in thousands and send volume is presented in millions. Rounding differences may occur when individually calculating percentages or totals from rounded amounts included within the press release body as compared to the amounts included within the Company’s SEC filings.

    Webcast Information
    Remitly will host a webcast at 5:00 p.m. Eastern time on Wednesday, October 30, 2024 to discuss its third quarter 2024 financial results. The live webcast and investor presentation will be accessible on Remitly’s website at https://ir.remitly.com. A webcast replay will be available on our website at https://ir.remitly.com following the live event.

    We have used, and intend to continue to use, the Investor Relations section of our website at https://ir.remitly.com as a means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD.

    Non-GAAP Financial Measures
    Some of the financial information and data contained in this earnings release, such as Adjusted EBITDA and non-GAAP operating expenses, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). We regularly review our key business metrics and non-GAAP financial measures to evaluate our performance, identify trends affecting our business, prepare financial projections, and make strategic decisions. We believe that these key business metrics and non-GAAP financial measures provide meaningful supplemental information for management and investors in assessing our historical and future operating performance. Adjusted EBITDA and non-GAAP operating expenses are key output measures used by our management to evaluate our operating performance, inform future operating plans, and make strategic long-term decisions, including those relating to operating expenses and the allocation of internal resources. Remitly believes that the use of Adjusted EBITDA and non-GAAP operating expenses provides additional tools to assess operational performance and trends in, and in comparing Remitly’s financial measures with, other similar companies, many of which present similar non-GAAP financial measures to investors. Remitly’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial measures determined in accordance with GAAP. Because of the limitations of non-GAAP financial measures, you should consider the non-GAAP financial measures presented herein in conjunction with Remitly’s financial statements and the related notes thereto. Please refer to the non-GAAP reconciliations in this press release for a reconciliation of these non-GAAP financial measures to the most comparable financial measure prepared in accordance with GAAP.

    We calculate Adjusted EBITDA as net income (loss) adjusted by (i) interest (income) expense, net, (ii) provision for income taxes, (iii) noncash charges of depreciation and amortization, (iv) gains and losses from the remeasurement of foreign currency assets and liabilities into their functional currency, (v) noncash charges associated with our donation of common stock in connection with our Pledge 1% commitment, (vi) noncash stock-based compensation expense, net, and (vii) certain acquisition, integration, restructuring, and other costs. We calculate non-GAAP operating expenses as our GAAP operating expenses adjusted by (i) noncash stock-based compensation expense, net, (ii) noncash charges associated with our donation of common stock in connection with our Pledge 1% commitment, as well as (iii) certain acquisition, integration, restructuring, and other costs.

    Forward-Looking Statements
    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding our future operating results and financial position, including our fiscal year 2024 financial outlook, including forecasted fiscal year 2024 revenue and Adjusted EBITDA, anticipated future expenses and investments, expectations relating to certain of our key financial and operating metrics, our business strategy and plans, market growth, our market position and potential market opportunities, and our objectives for future operations. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s expectations, assumptions, and projections based on information available at the time the statements were made. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including risks and uncertainties related to our ability to successfully execute our business and growth strategy, our ability to achieve and maintain future profitability, our ability to further penetrate our existing customer base and expand our customer base in existing and new corridors, our ability to expand into broader financial services, our ability to expand internationally, the effects of seasonal trends on our results of operations, the current inflationary environment, our expectations concerning relationships with third parties, including strategic, banking, and disbursement partners, our ability to obtain, maintain, protect, and enhance our intellectual property and other proprietary rights, our ability to maintain the security and availability of our solutions, the success of any acquisitions or investments that we make, our ability to compete effectively, our ability to stay in compliance with applicable laws and regulations, our ability to buy foreign currency at generally advantageous rates, and the effects of macroeconomic and geopolitical conditions, including regulatory changes, on our customers and business operations. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, our actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Further information on risks that could cause actual results to differ materially from forecasted results is included in our quarterly report on Form 10-Q for the quarter ended September 30, 2024 to be filed with the SEC, and within our annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC, which are or will be available on our website at https://ir.remitly.com and on the SEC’s website at www.sec.gov. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

    About Remitly
    Remitly is a trusted provider of digital financial services that transcend borders. With a global footprint spanning more than 170 countries, Remitly’s digitally native, cross-border payments app delights customers with a fast, reliable, and transparent money movement experience. Building on its strong foundation, Remitly is expanding its suite of products to further its vision and transform lives around the world.

    Contacts

    Media:
    Kendall Sadler
    kendall@remitly.com

    Investor Relations:
    Stephen Shulstein
    stephens@remitly.com

    REMITLY GLOBAL, INC.
    Condensed Consolidated Statements of Operations
    (unaudited)
     
      Three Months Ended September 30,   Nine Months Ended September 30,
    (in thousands, except share and per share data)   2024       2023       2024       2023  
    Revenue $ 336,527     $ 241,629     $ 912,068     $ 679,527  
    Costs and expenses              
    Transaction expenses(1)   115,554       85,742       313,215       239,995  
    Customer support and operations(1)   21,792       21,190       61,910       62,604  
    Marketing(1)   74,792       61,351       219,862       159,074  
    Technology and development(1)   68,446       57,014       199,206       160,699  
    General and administrative(1)   50,920       49,817       140,982       130,715  
    Depreciation and amortization   4,655       3,418       12,240       9,634  
    Total costs and expenses   336,159       278,532       947,415       762,721  
    Income (loss) from operations   368       (36,903 )     (35,347 )     (83,194 )
    Interest income   2,065       1,808       6,233       5,200  
    Interest expense   (760 )     (585 )     (2,274 )     (1,566 )
    Other income (expense), net   2,094       283       6,272       (2,774 )
    Income (loss) before provision for income taxes   3,767       (35,397 )     (25,116 )     (82,334 )
    Provision for income taxes   1,850       258       6,138       485  
    Net income (loss) $ 1,917     $ (35,655 )   $ (31,254 )   $ (82,819 )
    Net income (loss) per share attributable to common stockholders:              
    Basic $ 0.01     $ (0.20 )   $ (0.16 )   $ (0.46 )
    Diluted $ 0.01     $ (0.20 )   $ (0.16 )   $ (0.46 )
    Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:              
    Basic   196,169,417       182,598,013       193,167,942       178,956,602  
    Diluted   205,251,546       182,598,013       193,167,942       178,956,602  

    _________________________
    (1)
    Exclusive of depreciation and amortization, shown separately.

    REMITLY GLOBAL, INC.
    Condensed Consolidated Balance Sheets
    (unaudited)
     
      September 30,   December 31,
    (in thousands)   2024       2023  
    Assets      
    Current assets      
    Cash and cash equivalents $ 324,434     $ 323,710  
    Disbursement prefunding   219,643       195,848  
    Customer funds receivable, net   276,096       379,417  
    Prepaid expenses and other current assets   41,083       33,143  
    Total current assets   861,256       932,118  
    Property and equipment, net   24,364       16,010  
    Operating lease right-of-use assets   10,768       9,525  
    Goodwill   54,940       54,940  
    Intangible assets, net   12,548       16,642  
    Other noncurrent assets, net   6,554       7,071  
    Total assets $ 970,430     $ 1,036,306  
    Liabilities and stockholders’ equity      
    Current liabilities      
    Accounts payable $ 16,825     $ 35,051  
    Customer liabilities   194,122       177,473  
    Short-term debt   2,426       2,481  
    Accrued expenses and other current liabilities   105,234       145,802  
    Operating lease liabilities   5,488       6,032  
    Total current liabilities   324,095       366,839  
    Operating lease liabilities, noncurrent   5,770       4,477  
    Long-term debt         130,000  
    Other noncurrent liabilities   9,742       5,653  
    Total liabilities   339,607       506,969  
    Commitments and contingencies      
    Stockholders’ equity      
    Common stock   20       19  
    Additional paid-in capital   1,151,479       1,020,286  
    Accumulated other comprehensive income   1,881       335  
    Accumulated deficit   (522,557 )     (491,303 )
    Total stockholders’ equity   630,823       529,337  
    Total liabilities and stockholders’ equity $ 970,430     $ 1,036,306  
     
    REMITLY GLOBAL, INC.
    Condensed Consolidated Statements of Cash Flows
    (unaudited)
     
        Nine Months Ended September 30,
    (in thousands)     2024       2023  
    Cash flows from operating activities        
    Net loss   $ (31,254 )   $ (82,819 )
    Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
    Depreciation and amortization     12,240       9,634  
    Stock-based compensation expense, net     110,523       101,007  
    Donation of common stock     2,587       4,600  
    Other     299       4,674  
    Changes in operating assets and liabilities:        
    Disbursement prefunding     (23,795 )     (52,162 )
    Customer funds receivable     100,539       (68,553 )
    Prepaid expenses and other assets     (6,787 )     (9,652 )
    Operating lease right-of-use assets     4,475       3,796  
    Accounts payable     (18,285 )     10,448  
    Customer liabilities     16,811       29,211  
    Accrued expenses and other liabilities     (23,521 )     28,118  
    Operating lease liabilities     (4,982 )     (3,470 )
    Net cash provided by (used in) operating activities     138,850       (25,168 )
    Cash flows from investing activities        
    Purchases of property and equipment     (3,192 )     (2,268 )
    Capitalized internal-use software costs     (9,288 )     (4,249 )
    Cash paid for acquisition, net of acquired cash, cash equivalents, and restricted cash           (40,933 )
    Net cash used in investing activities     (12,480 )     (47,450 )
    Cash flows from financing activities        
    Proceeds from exercise of stock options     5,754       12,258  
    Proceeds from issuance of common stock in connection with ESPP(1)     9,382       6,046  
    Proceeds from revolving credit facility borrowings     863,000       424,000  
    Repayments of revolving credit facility borrowings     (993,000 )     (424,000 )
    Taxes paid related to net share settlement of equity awards     (3,774 )     (4,711 )
    Cash paid for settlement of amounts previously held back for acquisition consideration     (10,261 )      
    Repayment of assumed indebtedness           (17,068 )
    Net cash used in financing activities     (128,899 )     (3,475 )
    Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash     3,941       (599 )
    Net increase (decrease) in cash, cash equivalents, and restricted cash     1,412       (76,692 )
    Cash, cash equivalents, and restricted cash at beginning of period     325,029       300,734  
    Cash, cash equivalents, and restricted cash at end of period   $ 326,441     $ 224,042  
    Reconciliation of cash, cash equivalents, and restricted cash        
    Cash and cash equivalents   $ 324,434     $ 223,273  
    Restricted cash included in prepaid expenses and other current assets     1,034       715  
    Restricted cash included in other noncurrent assets, net     973       54  
    Total cash, cash equivalents, and restricted cash   $ 326,441     $ 224,042  

    _________________________
    (1) Beginning with the fourth quarter of 2023, the Company changed the presentation of shares purchased under the Employee Stock Purchase Plan (“ESPP”) to reflect an operating cash outflow for compensation paid to employees and a financing cash inflow for cash paid by employees in exchange for shares. Previously such activity was treated and disclosed as noncash activity for the nine months ended September 30, 2023.

    REMITLY GLOBAL, INC.
    Reconciliation of GAAP to Non-GAAP Financial Measures
    (unaudited)
     
    Reconciliation of net income (loss) to Adjusted EBITDA:
                     
        Three Months Ended September 30,   Nine Months Ended September 30,
    (in thousands)     2024       2023       2024       2023  
    Net income (loss)   $ 1,917     $ (35,655 )   $ (31,254 )   $ (82,819 )
    Add:                
    Interest income, net     (1,305 )     (1,223 )     (3,959 )     (3,634 )
    Provision for income taxes     1,850       258       6,138       485  
    Depreciation and amortization     4,655       3,418       12,240       9,634  
    Foreign exchange (gain) loss     (2,274 )     (376 )     (6,667 )     2,611  
    Donation of common stock     2,587       4,600       2,587       4,600  
    Stock-based compensation expense, net     39,278       36,573       110,523       101,007  
    Acquisition, integration, restructuring, and other costs(1)           2,901       1,468       4,390  
    Adjusted EBITDA   $ 46,708     $ 10,496     $ 91,076     $ 36,274  

    _________________________
    (1) Acquisition, integration, restructuring, and other costs for the nine months ended September 30, 2024 consisted primarily of $0.8 million in restructuring charges incurred, $0.5 million of non-recurring legal charges, and $0.2 million related to the change in the fair value of the holdback liability associated with the acquisition of Rewire (O.S.G.) Research and Development Ltd. (“Rewire”). Acquisition, integration, restructuring, and other costs for the three months ended September 30, 2023 consisted primarily of $1.4 million in restructuring charges incurred, $0.9 million related to the change in the fair value of the holdback liability, and $0.6 million of expenses incurred in connection with the acquisition and integration of Rewire. Acquisition, integration, restructuring, and other costs for the nine months ended September 30, 2023 consisted primarily of $1.9 million related to the change in the fair value of the holdback liability, $1.4 million in restructuring charges incurred, and $1.1 million of expenses incurred in connection with the acquisition and integration of Rewire.

    Reconciliation of operating expenses to non-GAAP operating expenses:
                     
        Three Months Ended September 30,   Nine Months Ended September 30,
    (in thousands)   2024   2023   2024   2023
    Customer support and operations   $ 21,792   $ 21,190   $ 61,910   $ 62,604
    Excluding: Stock-based compensation expense, net     278     386     890     1,010
    Excluding: Acquisition, integration, restructuring, and other costs         749     758     749
    Non-GAAP customer support and operations   $ 21,514   $ 20,055   $ 60,262   $ 60,845
                     
        Three Months Ended September 30,   Nine Months Ended September 30,
        2024   2023   2024   2023
    Marketing   $ 74,792   $ 61,351   $ 219,862   $ 159,074
    Excluding: Stock-based compensation expense, net     4,514     4,525     13,014     12,235
    Non-GAAP marketing   $ 70,278   $ 56,826   $ 206,848   $ 146,839
                     
        Three Months Ended September 30,   Nine Months Ended September 30,
        2024   2023   2024   2023
    Technology and development   $ 68,446   $ 57,014   $ 199,206   $ 160,699
    Excluding: Stock-based compensation expense, net     21,873     19,828     61,854     55,047
    Excluding: Acquisition, integration, restructuring, and related costs         510         510
    Non-GAAP technology and development   $ 46,573   $ 36,676   $ 137,352   $ 105,142
                     
        Three Months Ended September 30,   Nine Months Ended September 30,
        2024   2023   2024   2023
    General and administrative   $ 50,920   $ 49,817   $ 140,982   $ 130,715
    Excluding: Stock-based compensation expense, net     12,613     11,834     34,765     32,715
    Excluding: Donation of common stock     2,587     4,600     2,587     4,600
    Excluding: Acquisition, integration, restructuring, and other costs         1,642     710     3,131
    Non-GAAP general and administrative   $ 35,720   $ 31,741   $ 102,920   $ 90,269

    The MIL Network

  • MIL-OSI: Robinhood Reports Third Quarter 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Second highest Revenues on record, up 36% year-over-year to $637 million
    GAAP Diluted EPS of $0.17, up $0.26 year-over-year
    Year-to-date Net Deposits of $34 billion, Revenues of $1.94 billion, and GAAP Diluted EPS of $0.55 have all exceeded prior full year records

    MENLO PARK, Calif., Oct. 30, 2024 (GLOBE NEWSWIRE) — Robinhood Markets, Inc. (“Robinhood”) (NASDAQ: HOOD) today announced financial results for the third quarter of 2024, which ended September 30, 2024.

    I’m really proud of our Q3 results and how smoothly our product engine is humming,” said Vlad Tenev, CEO and Co-Founder of Robinhood. “In the past month, we introduced Robinhood Legend, our new desktop offering, and announced index options, futures, and a realized profit and loss tool are coming soon. And just this week, we launched our Presidential Election Market. We have a ton of momentum, and we’re just getting started.”

    Q3 was another strong quarter, as we drove 36% year-over-year revenue growth, and dropped most of that to the bottom line,” said Jason Warnick, Chief Financial Officer of Robinhood. “We entered 2024 with the goal of delivering another year of profitable growth, so we’re excited to have already broken prior full year records for both revenue and EPS.

    Third Quarter Results:

    • Total net revenues increased 36% year-over-year to $637 million.
      • Transaction-based revenues increased 72% year-over-year to $319 million, primarily driven by options revenue of $202 million, up 63%, cryptocurrencies revenue of $61 million, up 165%, and equities revenue of $37 million, up 37%.
      • Net interest revenues increased 9% year-over-year to $274 million, primarily driven by growth in interest-earning assets.
      • Other revenues increased 42% year-over-year to $44 million, primarily due to increased Gold subscription revenues.
      • Total net revenues were reduced by $27 million in Q3 2024 (and $13 million in Q2 2024) due to matches paid to customers on transfers and deposits.
    • Net income increased year-over-year to $150 million, or diluted earnings per share (EPS) of $0.17, compared to a net loss of $85 million, or diluted EPS of -$0.09, in Q3 2023.
    • Total operating expenses decreased 10% year-over-year to $486 million. This includes a $10 million regulatory accrual, which compares to a $104 million regulatory accrual in Q3 2023.
      • Adjusted Operating Expenses (non-GAAP) increased 12% year-over-year to $397 million primarily due to increased marketing and growth investments.
      • Share-Based Compensation (SBC) decreased 5% year-over-year to $79 million.
    • Adjusted EBITDA (non-GAAP) increased 96% year-over-year to $268 million.
    • Funded Customers increased by 1.0 million year-over-year to 24.3 million.
      • Investment Accounts increased by 1.5 million year-over-year to 25.1 million.
    • Assets Under Custody (AUC) increased 76% year-over-year to $152.2 billion, driven by continued Net Deposits and higher equity and cryptocurrency valuations.
    • Net Deposits were $10.0 billion, an annualized growth rate of 29% relative to AUC at the end of Q2 2024. Over the past twelve months, Net Deposits were $39.0 billion, a growth rate of 45% relative to AUC at the end of Q3 2023.
    • Average Revenue Per User (ARPU) increased by 31% year-over-year to $105.
    • Gold Subscribers increased by 860 thousand, or 65%, year-over-year to 2.2 million.
    • Cash and cash equivalents totaled $4.6 billion compared with $4.9 billion at the end of Q3 2023.
    • Share repurchases were $97 million, representing 5.0 million shares of our Class A common stock at an average price per share of $19.42.
      • In July 2024, we began executing on our authorized $1 billion share repurchase program, which we continue to expect to complete over a total of two to three years.

    Highlights

    Robinhood takes major steps toward delivering on product roadmap and winning the active trader market.

    • Building for Active Traders – In October 2024, Robinhood began rolling out Robinhood Legend, a powerful, sleek browser-based desktop trading platform built from the ground up for active traders, and announced that it will launch futures and index options in the coming months with some of the lowest contract fees in the industry.
    • Robinhood Hosts its First Ever Customer-Focused Conference In October 2024, Robinhood held its inaugural HOOD Summit, bringing together over 400 customers with Robinhood executives and other industry leaders for a three-day event to discuss the latest in trading technology, investing, and culture.
    • More than 9 percent of Robinhood Funded Customers benefit from Robinhood Gold – Gold Subscribers reached new highs of 2.2 million in Q3 2024. Additionally, Robinhood Gold Cards continue to roll out, now in the hands of nearly 100 thousand customers.
    • Robinhood Retirement Reaches $11 billion in AUC – In October 2024, Robinhood Retirement reached $11 billion in AUC across nearly one million funded retirement accounts. Offering the first ever IRA with a match, customers have received over $200 million in matches on retirement account transfers and contributions since launching in January 2023.
    • Expanding Our UK Product Offering – Robinhood introduced stock lending in the UK in September 2024 and launched margin investing for UK customers in October 2024. Robinhood has also received Financial Conduct Authority approval to offer options trading in the UK and plans to launch in 2025.

    Additional Q3 2024 Operating Data

    • Retirement AUC increased 9X year-over-year to $9.9 billion.
    • Cash Sweep increased 80% year-over-year to $24.5 billion.
    • Margin Book increased 53% year-over-year to $5.5 billion.
    • Equity Notional Trading Volumes increased 65% year-over-year to $286.2 billion.
    • Options Contracts Traded increased 47% year-over-year to 443.4 million.
    • Crypto Notional Trading Volumes increased 112% year-over-year to $14.4 billion.
    • Monthly Active Users (MAU) increased 7% year-over-year to 11.0 million.

    Webcast and Conference Call Information

    Robinhood will host a conference call to discuss its results at 2 p.m. PT / 5 p.m. ET today, October 30, 2024. The live webcast of Robinhood’s earnings conference call can be accessed at investors.robinhood.com, along with the earnings press release and accompanying slide presentation.

    Following the call, a replay and transcript will also be available at the same website.

    Financial Outlook

    Our 2024 expense plan includes growth investments in new products, features, and international expansion while also getting more efficient in our existing businesses. Our outlook for GAAP total operating expenses is $1.86 billion to $1.96 billion, including a $10 million regulatory accrual in Q3 2024.

    Our outlook for Non-GAAP combined Adjusted Operating Expenses and SBC for full-year 2024 is unchanged at $1.85 billion to $1.95 billion.

    Actual results might differ materially from our outlook due to several factors, including the rate of growth in Funded Customers and our effectiveness to cross-sell products which affects variable marketing costs, the degree to which we are successful in managing credit losses and preventing fraud, and our ability to manage web-hosting expenses efficiently, among other factors. The above expense outlook does not include potential significant regulatory matters or other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that may arise or accruals we may determine in the future are required, as we are unable to accurately predict the size or timing of such matters, expenses or accruals at this time. See “Non-GAAP Financial Measures” for more information on Adjusted Operating Expenses and SBC, including significant items that we believe are not indicative of our ongoing expenses that would be adjusted out of total operating expenses (GAAP) to get to Adjusted Operating Expenses and SBC (non-GAAP) should they occur.

    About Robinhood

    Robinhood Markets, Inc. (NASDAQ: HOOD) transformed financial services by introducing commission-free stock trading and democratizing access to the markets for millions of investors. Today, Robinhood lets you trade stocks, options, commodity interests, and crypto, invest for retirement, and earn with Robinhood Gold. Headquartered in Menlo Park, California, Robinhood puts customers in the driver’s seat, delivering unprecedented value and products intentionally designed for a new generation of investors. Additional information about Robinhood can be found at www.robinhood.com.

    Robinhood uses the “Overview” tab of its Investor Relations website (accessible at investors.robinhood.com/overview) and its Newsroom (accessible at newsroom.aboutrobinhood.com), as means of disclosing information to the public in a broad, non-exclusionary manner for purposes of the U.S. Securities and Exchange Commission’s (“SEC”) Regulation Fair Disclosure (Reg. FD). Investors should routinely monitor those web pages, in addition to Robinhood’s press releases, SEC filings, and public conference calls and webcasts, as information posted on them could be deemed to be material information.

    “Robinhood” and the Robinhood feather logo are registered trademarks of Robinhood Markets, Inc. All other names are trademarks and/or registered trademarks of their respective owners.

    Contacts

    Investors:
    ir@robinhood.com

    Press:
    press@robinhood.com

    ROBINHOOD MARKETS, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
     
      December 31,   September 30,
    (in millions, except share and per share data)   2023       2024  
    Assets      
    Current assets:      
    Cash and cash equivalents $ 4,835     $ 4,611  
    Cash and cash equivalents segregated under federal and other regulations   4,448       5,547  
    Receivables from brokers, dealers, and clearing organizations   89       139  
    Receivables from users, net   3,495       5,546  
    Securities borrowed   1,602       3,704  
    Deposits with clearing organizations   338       464  
    Asset related to user cryptocurrencies safeguarding obligation   14,708       19,456  
    User-held fractional shares   1,592       2,201  
    Held-to-maturity investments   413       527  
    Prepaid expenses   63       86  
    Deferred customer match incentives   11       73  
    Other current assets   196       251  
    Total current assets   31,790       42,605  
    Property, software, and equipment, net   120       133  
    Goodwill   175       179  
    Intangible assets, net   48       39  
    Non-current held-to-maturity investments   73        
    Non-current deferred customer match incentives   19       159  
    Other non-current assets, including non-current prepaid expenses of $4 as of December 31, 2023 and $22 as of September 30, 2024   107       130  
    Total assets $ 32,332     $ 43,245  
    Liabilities and stockholders’ equity      
    Current liabilities:      
    Accounts payable and accrued expenses $ 384     $ 443  
    Payables to users   5,097       6,264  
    Securities loaned   3,547       7,306  
    User cryptocurrencies safeguarding obligation   14,708       19,456  
    Fractional shares repurchase obligation   1,592       2,201  
    Other current liabilities   217       288  
    Total current liabilities   25,545       35,958  
    Other non-current liabilities   91       79  
    Total liabilities   25,636       36,037  
    Commitments and contingencies      
    Stockholders’ equity:      
    Preferred stock, $0.0001 par value 210,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and September 30, 2024.          
    Class A common stock, $0.0001 par value. 21,000,000,000 shares authorized, 745,401,862 shares issued and outstanding as of December 31, 2023; 21,000,000,000 shares authorized, 761,992,964 shares issued and outstanding as of September 30, 2024.          
    Class B common stock, $0.0001 par value. 700,000,000 shares authorized, 126,760,802 shares issued and outstanding as of December 31, 2023; 700,000,000 shares authorized, 121,616,044 shares issued and outstanding as of September 30, 2024.          
    Class C common stock, $0.0001 par value. 7,000,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and September 30, 2024.          
    Additional paid-in capital   12,145       12,158  
    Accumulated other comprehensive income (loss)   (3 )     1  
    Accumulated deficit   (5,446 )     (4,951 )
    Total stockholders’ equity   6,696       7,208  
    Total liabilities and stockholders’ equity $ 32,332     $ 43,245  
                   
    ROBINHOOD MARKETS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
     
      Three Months Ended
    September 30,
        YOY%     Three Months Ended
    June 30,
        QOQ%  
    (in millions, except share, per share, and percentage data)   2023       2024        Change       2024       Change  
    Revenues:                  
    Transaction-based revenues $ 185     $ 319       72 %   $ 327       (2 )%
    Net interest revenues   251       274       9 %     285       (4 )%
    Other revenues   31       44       42 %     70       (37 )%
    Total net revenues   467       637       36 %     682       (7 )%
                           
    Operating expenses(1)(2):                      
    Brokerage and transaction   39       39       %     40       (3 )%
    Technology and development   202       205       1 %     209       (2 )%
    Operations   41       50       22 %     46       9 %
    Marketing   28       59       111 %     64       (8 )%
    General and administrative   230       133       (42 )%     134       (1 )%
    Total operating expenses   540       486       (10 )%     493       (1 )%
                               
    Other income (expense), net   (2 )     2       NM       2       %
    Income (loss) before income taxes   (75 )     153       NM       191       (20 )%
    Provision for income taxes   10       3       (70 )%     3       %
    Net income (loss) $ (85 )   $ 150       NM     $ 188       (20 )%
    Net income (loss) attributable to common stockholders:                  
    Basic $ (85 )   $ 150         $ 188      
    Diluted $ (85 )   $ 150         $ 188      
    Net income (loss) per share attributable to common stockholders:                  
    Basic $ (0.09 )   $ 0.17         $ 0.21      
    Diluted $ (0.09 )   $ 0.17         $ 0.21      
    Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:                  
    Basic   895,108,790       884,108,545           881,076,624      
    Diluted   895,108,790       905,544,750           904,490,572      
                                   
        Nine Months Ended
    September 30,
      YOY% Change
    (in millions, except share, per share, and percentage data)     2023       2024    
    Revenues:            
    Transaction-based revenues   $ 585     $ 975       67 %
    Net interest revenues     693       813       17 %
    Other revenues     116       149       28 %
    Total net revenues     1,394       1,937       39 %
                 
    Operating expenses(1)(2):            
    Brokerage and transaction     114       114       %
    Technology and development     608       610       %
    Operations     119       140       18 %
    Marketing     79       190       141 %
    General and administrative     1,036       385       (63 )%
    Total operating expenses     1,956       1,439       (26 )%
                     
    Other income, net           8       NM  
    Income (loss) before income taxes     (562 )     506       NM  
    Provision for income taxes     9       11       22 %
    Net income (loss)   $ (571 )   $ 495       NM  
    Net income (loss) attributable to common stockholders:            
    Basic   $ (571 )   $ 495      
    Diluted   $ (571 )   $ 495      
    Net income (loss) per share attributable to common stockholders:            
    Basic   $ (0.64 )   $ 0.56      
    Diluted   $ (0.64 )   $ 0.55      
    Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:            
    Basic     898,999,464       880,182,573      
    Diluted     898,999,464       903,555,592      
                         

    ________________
    (1) The following table presents operating expenses as a percent of total net revenues:

      Three Months Ended
    September 30,
      Three Months Ended
    June 30,
      Nine Months Ended
    September 30,
        2023       2024       2024       2023       2024  
    Brokerage and transaction   8 %     6 %     5 %     8 %     6 %
    Technology and development   43 %     32 %     31 %     44 %     31 %
    Operations   9 %     8 %     7 %     9 %     7 %
    Marketing   6 %     9 %     9 %     6 %     10 %
    General and administrative   49 %     21 %     20 %     74 %     20 %
    Total operating expenses   115 %     76 %     72 %     141 %     74 %
                                           

    (2) The following table presents the SBC on our unaudited condensed consolidated statements of operations for the periods indicated:

      Three Months Ended
    September 30,
      Three Months Ended
    June 30,
      Nine Months Ended
    September 30,
    (in millions)   2023       2024       2024       2023       2024  
    Brokerage and transaction $ 2     $ 2     $ 3     $ 6     $ 7  
    Technology and development   51       48       52       161       144  
    Operations   3       1       2       6       5  
    Marketing   1       3       1       3       6  
    General and administrative   26       25       28       614       65  
    Total SBC $ 83     $ 79     $ 86     $ 790     $ 227  
                                           
    ROBINHOOD MARKETS, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (Unaudited)
     
      Three Months Ended
    September 30,
      Nine Months Ended
    September 30,
    (in millions)   2023       2024       2023       2024  
    Operating activities:              
    Net income (loss) $ (85 )   $ 150     $ (571 )   $ 495  
    Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:              
    Depreciation and amortization   19       20       54       55  
    Provision for credit losses   14       23       29       57  
    Share-based compensation   83       79       790       227  
    Other   (27 )     1       (27 )      
    Changes in operating assets and liabilities:              
    Securities segregated under federal and other regulations         547              
    Receivables from brokers, dealers, and clearing organizations   54       10       13       (50 )
    Receivables from users, net   (391 )     (433 )     (502 )     (1,971 )
    Securities borrowed   (244 )     (1,487 )     (687 )     (2,102 )
    Deposits with clearing organizations   (52 )     87       (89 )     (126 )
    Current and non-current prepaid expenses   17       (21 )     26       (41 )
    Current and non-current deferred customer match incentives   (4 )     (6 )     (10 )     (202 )
    Other current and non-current assets   62       117       10       (11 )
    Accounts payable and accrued expenses   94       54       145       28  
    Payables to users   (786 )     475       (376 )     1,167  
    Securities loaned   263       2,215       1,411       3,759  
    Other current and non-current liabilities   6       (19 )     5       (42 )
    Net cash provided by (used in) operating activities   (977 )     1,812       221       1,243  
    Investing activities:              
    Purchases of property, software, and equipment   (1 )     (7 )     (1 )     (9 )
    Capitalization of internally developed software   (5 )     (12 )     (14 )     (26 )
    Purchases of held-to-maturity investments   (76 )     (167 )     (651 )     (469 )
    Proceeds from maturities of held-to-maturity investments   75       150       167       439  
    Purchases of credit card receivables by Credit Card Funding Trust         (169 )           (239 )
    Collections of purchased credit card receivables         82             130  
    Business acquisition, net of cash and cash equivalents acquired   (90 )           (90 )     (6 )
    Asset acquisition, net of cash acquired                     (3 )
    Other               10       1  
    Net cash used in investing activities   (97 )     (123 )     (579 )     (182 )
    Financing activities:              
    Proceeds from issuance of common stock under the Employee Stock Purchase Plan               9       10  
    Taxes paid related to net share settlement of equity awards   (4 )     (56 )     (9 )     (155 )
    Payments of debt issuance costs               (10 )     (14 )
    Draws on credit facilities   10       1       20       12  
    Repayments on credit facilities   (10 )     (1 )     (20 )     (12 )
    Borrowings on Credit Card Funding Trust         78             95  
    Repayments on Credit Card Funding Trust                     (1 )
    Change in principal collected from customers due to Coastal Bank   (3 )     (22 )     (3 )     (15 )
    Repurchase of Class A common stock   (608 )     (97 )     (608 )     (97 )
    Proceeds from exercise of stock options, net of repurchases         2       2       10  
    Net cash used in financing activities   (615 )     (95 )     (619 )     (167 )
    Effect of foreign exchange rate changes on cash and cash equivalents         1             1  
    Net increase (decrease) in cash, cash equivalents, segregated cash, and restricted cash   (1,689 )     1,595       (977 )     895  
    Cash, cash equivalents, segregated cash, and restricted cash, beginning of the period   10,069       8,646       9,357       9,346  
    Cash, cash equivalents, segregated cash, and restricted cash, end of the period $ 8,380     $ 10,241     $ 8,380     $ 10,241  
    Reconciliation of cash, cash equivalents, segregated cash and restricted cash, end of the period:              
    Cash and cash equivalents, end of the period $ 4,889     $ 4,611     $ 4,889     $ 4,611  
    Segregated cash and cash equivalents, end of the period   3,448       5,547       3,448       5,547  
    Restricted cash in other current assets, end of the period   26       67       26       67  
    Restricted cash in other non-current assets, end of the period   17       16       17       16  
    Cash, cash equivalents, segregated cash and restricted cash, end of the period $ 8,380     $ 10,241     $ 8,380     $ 10,241  
    Supplemental disclosures:              
    Cash paid for interest $ 2     $ 4     $ 8     $ 12  
    Cash paid for income taxes, net of refund received $ 7     $ 8     $ 9     $ 14  
                                   
    Reconciliation of GAAP to Non-GAAP Results
    (Unaudited)
     
      Three Months Ended
    September 30,
      Three Months Ended
    June 30,
      Nine Months Ended
    September 30,
    (in millions)   2023       2024       2024       2023       2024  
    Net income (loss) $ (85 )   $ 150     $ 188     $ (571 )   $ 495  
    Net margin   (18 )%     24 %     28 %     (41 )%     26 %
    Add:                  
    Interest expenses related to credit facilities   6       6       6       17       18  
    Provision for income taxes   10       3       3       9       11  
    Depreciation and amortization   19       20       18       54       55  
    EBITDA (non-GAAP)   (50 )     179       215       (491 )     579  
    Add: SBC                  
    2021 Founders Award Cancellation                     485        
    SBC Excluding 2021 Founders Award Cancellation   83       79       86       305       227  
    Significant legal and tax settlements and reserves   104       10             104       10  
    Adjusted EBITDA (non-GAAP) $ 137     $ 268     $ 301     $ 403     $ 816  
    Adjusted EBITDA margin (non-GAAP)   29 %     42 %     44 %     29 %     42 %
                                           
      Three Months Ended
    September 30,
      Three Months Ended
    June 30,
      Nine Months Ended
    September 30,
    (in millions)   2023       2024       2024       2023       2024  
    Total operating expenses (GAAP) $ 540     $ 486     $ 493     $ 1,956     $ 1,439  
    Add: SBC                  
    2021 Founders Award Cancellation                     485        
    SBC Excluding 2021 Founders Award Cancellation   83       79       86       305       227  
    Significant legal and tax settlements and reserves   104       10             104       10  
    Adjusted Operating Expenses (Non-GAAP) $ 353     $ 397     $ 407     $ 1,062     $ 1,202  
                                           
    (in millions) Prior Financial Outlook1
    for the Year Ending
    December 31, 2024
    Current Financial Outlook
    for the Year Ending
    December 31, 2024
    Change
    Total operating expenses (GAAP) $1,850 – $1,950 $1,860 – $1,960 increased by $10
    Significant legal and tax settlements and reserves $10 increased by $10
    Adjusted Operating Expenses and SBC (Non-GAAP)2 $1,850 – $1,950 $1,850 – $1,950 no change

    (1) Prior Outlook provided at Q2 2024 Earnings on August 7th, 2024.
    (2) Actual results might differ materially from our outlook, see “Financial Outlook” for more information. The above expense outlook does not include potential significant regulatory matters or other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that may arise or accruals we may determine in the future are required, as we are unable to accurately predict the size or timing of such matters, expenses or accruals at this time. See “Non-GAAP Financial Measures” for more information on Adjusted Operating Expenses and SBC, including significant items that we believe are not indicative of our ongoing expenses that would be adjusted out of total operating expenses (GAAP) to get to Adjusted Operating Expenses and SBC (non-GAAP) should they occur.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains forward-looking statements regarding the expected financial performance of Robinhood Markets, Inc. and its consolidated subsidiaries (“we,” “Robinhood,” or the “Company”) and our strategic and operational plans, including (among others) statements regarding that index options, futures, and a realized profit and loss tool are coming soon; that we have a ton of momentum, and we’re just getting started; that in July 2024, we began executing on our authorized $1 billion share repurchase program, which we continue to expect to complete over a total of two to three years; that we will launch futures and index options in the coming months with some of the lowest contract fees in the industry; that we received Financial Conduct Authority approval to offer options trading in the UK and plan to launch in 2025; and all statements and information under the headings “Financial Outlook” and “Reconciliation of GAAP to Non-GAAP Financial Outlook.” Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this press release. Reported results should not be considered an indication of future performance. Factors that contribute to the uncertain nature of our forward-looking statements include, among others: our limited operating experience at our current scale; the difficulty of managing our business effectively, including the size of our workforce, and the risk of continued declining or negative growth; the fluctuations in our financial results and key metrics from quarter to quarter; our reliance on transaction-based revenue, including payment for order flow (“PFOF”), and the risk of new regulation or bans on PFOF and similar practices; our exposure to fluctuations in interest rates and rapidly changing interest rate environments; the difficulty of raising additional capital (to provide liquidity needs and support business growth and objectives) on reasonable terms, if at all; the need to maintain capital levels required by regulators and self-regulatory organizations; the risk that we might mishandle the cash, securities, and cryptocurrencies we hold on behalf of customers, and our exposure to liability for processing, operational, or technical errors in clearing functions; the impact of negative publicity on our brand and reputation; the risk that changes in business, economic, or political conditions that impact the global financial markets, or a systemic market event, might harm our business; our dependence on key employees and a skilled workforce; the difficulty of complying with an extensive, complex, and changing regulatory environment and the need to adjust our business model in response to new or modified laws and regulations; the possibility of adverse developments in pending litigation and regulatory investigations; the effects of competition; our need to innovate and invest in new products, services, technologies, and geographies in order to attract and retain customers and deepen their engagement with us in order to maintain growth; our reliance on third parties to perform some key functions and the risk that processing, operational or technological failures could impair the availability or stability of our platforms; the risk of cybersecurity incidents, theft, data breaches, and other online attacks; the difficulty of processing customer data in compliance with privacy laws; our need as a regulated financial services company to develop and maintain effective compliance and risk management infrastructures; the risks associated with incorporating artificial intelligence technologies into some of our products and processes; the volatility of cryptocurrency prices and trading volumes; the risk that our platforms and services could be exploited to facilitate illegal payments; and the risk that substantial future sales of Class A common stock in the public market, or the perception that they may occur, could cause the price of our stock to fall. Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results can be found in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which we expect to be available on October 31, 2024, as well as in our other filings with the SEC, all of which are available on the SEC’s web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time, and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements. Except as otherwise noted, all forward-looking statements are made as of the date of this press release, October 30, 2024 and are based on information and estimates available to us at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, Robinhood assumes no obligation to update any of the statements in this press release whether as a result of any new information, future events, changed circumstances, or otherwise. You should read this press release with the understanding that our actual future results, performance, events, and circumstances might be materially different from what we expect.

    Non-GAAP Financial Measures

    We collect and analyze operating and financial data to evaluate the health of our business, allocate our resources and assess our performance. In addition to total net revenues, net income (loss) and other results under GAAP, we utilize non-GAAP calculations of adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), Adjusted EBITDA margin, Adjusted Operating Expenses, and Adjusted Operating Expenses and SBC. This non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for or superior to financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables included in this release.

    Adjusted EBITDA

    Adjusted EBITDA is defined as net income (loss), excluding (i) interest expenses related to credit facilities, (ii) provision for (benefit from) income taxes, (iii) depreciation and amortization, (iv) SBC, (v) significant legal and tax settlements and reserves, and (vi) other significant gains, losses, and expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that we believe are not indicative of our ongoing results.

    The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items are unpredictable, are not driven by core results of operations, and render comparisons with prior periods and competitors less meaningful. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Moreover, Adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Adjusted EBITDA Margin

    Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total net revenues. The most directly comparable GAAP measure is net margin (calculated as net income (loss) divided by total net revenues). We believe Adjusted EBITDA Margin provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. Adjusted EBITDA Margin is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Adjusted Operating Expenses

    Adjusted Operating Expenses is defined as GAAP total operating expenses minus (i) SBC, (ii) significant legal and tax settlements and reserves, and (iii) other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses) that we believe are not indicative of our ongoing expenses. The amount and timing of the excluded items are unpredictable, are not driven by core results, of operations, and render comparisons with prior periods less meaningful. We believe Adjusted Operating Expenses provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our cost structure. Adjusted Operating Expenses is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Adjusted Operating Expenses and SBC

    Adjusted Operating Expenses and SBC is defined as GAAP total operating expenses minus (i) significant legal and tax settlements and reserves and (ii) other significant expenses (such as impairments, restructuring charges, and business acquisition- or disposition-related expenses), that we believe are not indicative of our ongoing expenses. The amount and timing of the excluded items are unpredictable, are not driven by core results, of operations, and render comparisons with prior periods less meaningful. Unlike Adjusted Operating Expenses, Adjusted Operating Expenses and SBC does not adjust for SBC. We believe Adjusted Operating Expense and SBC provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our cost structure. Adjusted Operating Expenses and SBC is used by our management internally to make operating decisions, including those related to operating expenses, evaluate performance, and perform strategic planning and annual budgeting.

    Key Performance Metrics

    In addition to the measures presented in our unaudited condensed consolidated financial statements, we use the following key performance metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.

    Funded Customers

    We define a Funded Customer as a unique person who has at least one account with a Robinhood entity and, within the past 45 calendar days (a) had an account balance that was greater than zero (excluding amounts that are deposited into a Funded Customer account by the Company with no action taken by the unique person) or (b) completed a transaction using any such account. Individuals who share a funded joint investing account (which launched in July 2024) are each considered to be a Funded Customer.

    Assets Under Custody (“AUC”)

    We define AUC as the sum of the fair value of all equities, options, cryptocurrency and cash held by users in their accounts, net of receivables from users, as of a stated date or period end on a trade date basis. Net Deposits and net market gains (losses) drive the change in AUC in any given period.

    Net Deposits

    We define Net Deposits as all cash deposits and asset transfers from customers, as well as dividends, interest, and cash and assets earned in connection with Company promotions (such as account transfer and retirement match incentives and free stock bonuses) received by customers, net of reversals, customer cash withdrawals, margin interest, Gold subscription fees, and other assets transferred out of our platforms (assets transferred in or out include debit card transactions, Automated Customer Account Transfer Service transfers, and custodial crypto wallet transfers) for a stated period. Prior to the second quarter of 2024, Net Deposits did not include inflows from cash and assets earned in connection with Company promotions and prior to January 2024, Net Deposits did not include inflows from dividends and interest or outflows from Robinhood Gold subscription fees and margin interest, although we have not restated amounts in prior periods as the impact to those figures was immaterial.

    Average Revenue Per User (“ARPU”)

    We define ARPU as total revenue for a given period divided by the average number of Funded Customers on the last day of that period and the last day of the immediately preceding period. Figures in this release represent ARPU annualized for each three-month period presented.

    Gold Subscribers

    We define a Gold Subscriber as a unique person who has at least one account with a Robinhood entity and who, as of the end of the relevant period (a) is subscribed to Robinhood Gold and (b) has made at least one Robinhood Gold subscription fee payment.

    Additional Operating Metrics

    Retirement AUC

    We define Retirement AUC as the total AUC in traditional IRAs and Roth IRAs.

    Cash Sweep

    We define Cash Sweep as the period-end aggregate balances in our brokerage sweep program (i.e., the period-end total amount of participating users’ uninvested brokerage cash that has been automatically “swept” or moved from their brokerage accounts into deposits for their benefit at a network of program banks). This is an off-balance-sheet amount. Robinhood earns a net interest spread on Cash Sweep balances based on the interest rate offered by the banks less the interest rate given to users as stated in our program terms.

    Margin Book

    We define Margin Book as our period-end aggregate outstanding margin loan balances receivable (i.e., the period-end total amount we are owed by customers on loans made for the purchase of securities, supported by a pledge of assets in their margin-enabled brokerage accounts).

    Notional Trading Volume

    We define Notional Trading Volume for any specified asset class as the aggregate dollar value (purchase price or sale price as applicable) of trades executed in that asset class over a specified period of time.

    Options Contracts Traded

    We define Options Contracts Traded as the total number of options contracts bought or sold over a specified period of time. Each contract generally entitles the holder to trade 100 shares of the underlying stock.

    Monthly Active Users (“MAU”)

    We define MAUs as the number of unique persons who, using one or more accounts with a Robinhood entity, meet one of the following criteria at any point during a specified calendar month: a) executes a debit card or credit card transaction, b) transitions between two different screens on a mobile device while logged into their account or c) loads a page in a web browser while logged into their account. A person need not satisfy these conditions on a recurring monthly basis or be a Funded Customer to be included in MAU. MAU figures in this release reflect MAU for the last month of the relevant period presented. We utilize MAU to measure how many customers interact with our products and services during a given month. MAU does not measure the frequency or duration of the interaction, but we consider it a useful indicator for engagement. Additionally, MAUs are positively correlated with, but are not indicative of, the performance of revenue and other key performance indicators.

    Glossary Terms

    Investment Accounts

    We define an Investment Account as a funded individual brokerage account, a funded joint investing account, or a funded individual retirement account (“IRA”). As of September 30, 2024, a Funded Customer can have up to four Investment Accounts – individual brokerage account, joint investing account (which launched in July 2024), traditional IRA, and Roth IRA.

    Growth Rate and Annualized Growth Rate with respect to Net Deposits

    When used with respect to Net Deposits, “growth rate” and “annualized growth rate” provide information about Net Deposits relative to total AUC. “Growth rate” is calculated as aggregate Net Deposits over a specified 12 month period, divided by AUC for the fiscal quarter that immediately precedes such 12 month period. “Annualized growth rate” is calculated as Net Deposits for a specified quarter multiplied by 4 and divided by AUC for the immediately preceding quarter.

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

    Third Quarter 2024 Financial Highlights

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

    Recent Business Highlights

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

    Financial Outlook

    For the fourth quarter of 2024, we currently expect:

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

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

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

    Conference Call Information

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

    About Tenable

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

    Contact Information

    Investor Relations
    investors@tenable.com

    Media Relations
    tenablepr@tenable.com

    Forward-Looking Statements

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

    Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

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

    _______________

    (1) Includes stock-based compensation as follows:

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

    _______________

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

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

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

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

    ________________

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

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

    ________________

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

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

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

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

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

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

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

    The MIL Network

  • MIL-OSI: iRhythm Technologies Announces Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SAN FRANCISCO, Oct. 30, 2024 (GLOBE NEWSWIRE) —  iRhythm Technologies, Inc. (NASDAQ: IRTC), a leading digital health care company focused on creating trusted solutions that detect, predict, and prevent disease, today reported financial results for the three months ended September 30, 2024.

    Third Quarter 2024 Financial Highlights

    • Revenue of $147.5 million, an 18% increase compared to third quarter 2023
    • Gross margin of 68.8%, a 260-basis point increase compared to third quarter 2023
    • Unrestricted cash, cash equivalents and marketable securities of $522.0 million as of September 30, 2024

    Recent Operational Highlights

    • Strong quarterly registration volume driven by record demand from existing accounts combined with another record quarter of new account openings in the United States and record registrations in the United Kingdom
    • Received FDA 510(k) clearance for updates previously made to the Zio AT device as letter to file
    • Expanded global reach with commercial launch of Zio monitor in Austria, the Netherlands, Switzerland, and Spain, and received Japanese PMDA regulatory approval for Zio monitor, highlighting our continued commitment to bringing our innovative digital healthcare solutions to millions of people worldwide
    • Entered into technology license agreement with BioIntelliSense to incorporate medical grade, connected, multi-sensor capabilities into our future ambulatory cardiac monitoring products, positioning us to expand the capabilities of our product platform
    • Upcoming data at American Heart Association’s Scientific Sessions 2024 in Chicago from November 16–18

    “The third quarter of 2024 was an exceptional quarter of execution as our teams drove significant demand in our core business, made substantial progress in expanding our Zio services into global markets, and established an important licensing agreement with an external partner to drive future platform capabilities for long term growth,” said Quentin Blackford, president and chief executive officer of iRhythm. “Third quarter revenue growth of over 18% year-over-year was driven by record volume demand from existing accounts, and our field teams were also able to open a record number of new accounts during the quarter while continuing our expansion into primary care channels. We were also very pleased to be able to celebrate one million patients having been registered for Zio monitor – our newest generation, long-term continuous monitoring system – in October and have officially launched our first commercial account using Aura – Epic’s specialty diagnostics and devices suite.”

    “We also made tangible progress towards long-term initiatives to drive future growth. For the first time ever, we have achieved more than 10,000 billable registrations in a single quarter in the UK, and we are excited that we have begun receiving physician orders following commercial launch in four additional European countries. Furthermore, we have recently received a FDA 510(k) clearance for updates to our Zio AT device associated with our FDA remediation efforts, an ongoing and critical priority for our teams to demonstrate our commitment to quality, compliance and performance. With strong execution across multiple growth levers and with additional catalysts on the horizon, we could not be more excited about the future of iRhythm.”

    Third Quarter Financial Results
    Revenue for the third quarter of 2024 was $147.5 million, up 18% from $124.6 million during the same period in 2023. The increase was driven by growth in demand for Zio services.

    Gross profit for the third quarter of 2024 was $101.5 million, up 23% from $82.5 million during the same period in 2023, while gross margin was 68.8%, up from 66.2% during the same period in 2023. The increase in gross profit was primarily due to increased volume of Zio services provided due to higher demand. The increase in gross margin was primarily due to operational efficiencies as well as the absence of increased reserves for excess Zio XT printed circuit board assembly (PCBA) components that were incurred during the prior year.

    Operating expenses for the third quarter of 2024 were $151.8 million, compared to $110.1 million for the same period in 2023. Adjusted operating expenses for the third quarter of 2024 were $143.8 million, compared to $107.1 million during the same period in 2023. The increase in adjusted operating expenses was primarily driven by a $32.1 million charge for license consideration payable to BioIntelliSense that was recognized on iRhythm’s unaudited condensed consolidated statements of operations as acquired in-process research and development (“IPR&D”) expense during the third quarter of 2024. In alignment with SEC guidance around non-GAAP financial measures relating to acquired IPR&D expense, iRhythm does not exclude expenses related to acquired IPR&D from its non-GAAP results.

    Net loss for the third quarter of 2024 was $46.2 million, or a diluted loss of $1.48 per share, compared with net loss of $27.1 million, or a diluted loss of $0.89 per share, for the same period in 2023. Adjusted net loss for the third quarter of 2024 was $39.2 million, or a diluted loss of $1.26 per share, compared with an adjusted net loss of $24.1 million, or a diluted loss of $0.79 per share, for the same period in 2023. The increase in net loss was primarily driven by a $32.1 million charge for license consideration payable to BioIntelliSense that was recognized on iRhythm’s unaudited condensed consolidated statements of operations as acquired IPR&D expense during the third quarter of 2024.

    Unrestricted cash, cash equivalents, and marketable securities were $522.0 million as of September 30, 2024.

    2024 Annual Guidance
    iRhythm projects revenue for the full year 2024 to grow approximately 18% to 19% compared to prior year results, ranging from approximately $582.5 million to $587.5 million. Gross margin for the full year 2024 is expected to range from 68.5% to 69.0%. iRhythm now expects adjusted EBITDA margin for the full year 2024 to range from approximately negative 2% to negative 1.5% of full year revenues. Adjusted EBITDA guidance includes license consideration payable to BioIntelliSense that is recognized on iRhythm’s consolidated statements of operations as acquired IPR&D expenses, including a charge of approximately $32 million of expense incurred during the third quarter of 2024. In alignment with SEC guidance around non-GAAP financial measures relating to acquired IPR&D expense, iRhythm will not exclude expenses related to acquired IPR&D from its non-GAAP results, which include adjusted EBITDA.

    Webcast and Conference Call Information
    iRhythm’s management team will host a conference call today beginning at 1:30 p.m. PT/4:30 p.m. ET. Interested parties may access a live and archived webcast of the presentation on the “Events & Presentations” section of the company’s investor website at investors.irhythmtech.com.

    About iRhythm Technologies, Inc.
    iRhythm is a leading digital health care company that creates trusted solutions that detect, predict, and prevent disease. Combining wearable biosensors and cloud-based data analytics with powerful proprietary algorithms, iRhythm distills data from millions of heartbeats into clinically actionable information. Through a relentless focus on patient care, iRhythm’s vision is to deliver better data, better insights, and better health for all.

    Reclassifications
    Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications have no impact on previously reported results of operations or financial position.

    Use of Non-GAAP Financial Measures
    We refer to certain financial measures that are not recognized under U.S. generally accepted accounting principles (GAAP) in this press release, including adjusted EBITDA, adjusted net loss, adjusted net loss per share and adjusted operating expenses. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. See the schedules attached to this press release for additional information and reconciliations of such non-GAAP financial measures. We have not reconciled our adjusted operating expenses and adjusted EBITDA estimates for full year 2024 because certain items that impact these figures are uncertain or out of our control and cannot be reasonably predicted. Accordingly, a reconciliation of adjusted operating expenses and adjusted EBITDA estimates is not available without unreasonable effort.

    Adjusted EBITDA excludes non-cash operating charges for stock-based compensation expense, changes in fair value of strategic investments, impairment and restructuring charges, business transformation costs, and loss on extinguishment of debt. Business transformation costs include costs associated with professional services, employee termination and relocation, third-party merger and acquisition, integration, and other costs to augment and restructure the organization, inclusive of both outsourced and offshore resources.

    Forward-Looking Statements
    This press release contains 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, and the Private Securities Litigation Reform Act of 1995. These statements include statements regarding financial guidance, market opportunity, ability to penetrate the market, anticipated productivity improvements and expectations for growth. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled “Risk Factors” and elsewhere in our filings made with the Securities and Exchange Commission, including those on the Form 10-Q expected to be filed on or about October 30, 2024. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. iRhythm disclaims any obligation to update these forward-looking statements.

    Investor Contact
    Stephanie Zhadkevich
    investors@irhythmtech.com

    Media Contact
    Kassandra Perry
    irhythm@highwirepr.com

    IRHYTHM TECHNOLOGIES, INC.
    Condensed Consolidated Balance Sheets
    (In thousands, except par value)
    (unaudited)

     
      September 30, 2024   December 31, 2023
    Assets      
    Current assets:      
    Cash and cash equivalents $ 519,535     $ 36,173  
    Marketable securities   2,496       97,591  
    Accounts receivable, net   77,427       61,484  
    Inventory   15,032       13,973  
    Prepaid expenses and other current assets   13,419       21,591  
    Total current assets   627,909       230,812  
    Property and equipment, net   122,390       104,114  
    Operating lease right-of-use assets   45,570       49,317  
    Restricted cash, long-term   8,358        
    Goodwill   862       862  
    Long-term strategic investments   59,059       3,000  
    Other assets   45,540       45,039  
    Total assets $ 909,688     $ 433,144  
    Liabilities and Stockholders’ Equity      
    Current liabilities:      
    Accounts payable $ 7,593     $ 5,543  
    Accrued liabilities   73,958       83,362  
    Deferred revenue   3,031       3,306  
    Operating lease liabilities, current portion   15,522       15,159  
    Total current liabilities   100,104       107,370  
    Long-term senior convertible notes   645,821        
    Debt, noncurrent portion         34,950  
    Other noncurrent liabilities   17,978       1,012  
    Operating lease liabilities, noncurrent portion   74,019       79,715  
    Total liabilities   837,922       223,047  
    Stockholders’ equity:      
    Preferred stock, $0.001 par value – 5,000 shares authorized; none issued and outstanding at September 30, 2024 and December 31, 2023          
    Common stock, $0.001 par value – 100,000 shares authorized; 31,516 shares issued and 31,287 shares outstanding at September 30, 2024, respectively; and 30,954 shares issued and outstanding at December 31, 2023   31       31  
    Additional paid-in capital   854,363       855,784  
    Accumulated other comprehensive loss   (66 )     (112 )
    Accumulated deficit   (757,562 )     (645,606 )
    Treasury stock, at cost; 229 and 0 shares at September 30, 2024 and December 31, 2023, respectively   (25,000 )      
    Total stockholders’ equity   71,766       210,097  
    Total liabilities and stockholders’ equity $ 909,688     $ 433,144  
    IRHYTHM TECHNOLOGIES, INC.
    Condensed Consolidated Statements of Operations
    (In thousands, except per share data)
    (unaudited)

     
        Three Months Ended September 30,   Nine Months Ended September 30,
          2024       2023       2024       2023  
    Revenue, net   $ 147,538     $ 124,604     $ 427,514     $ 360,170  
    Cost of revenue     46,062       42,130       135,051       115,790  
    Gross profit     101,476       82,474       292,463       244,380  
    Operating expenses:                
    Research and development     15,694       16,309       52,378       44,828  
    Acquired in-process research and development     32,069             32,069        
    Selling, general and administrative     103,375       93,768       318,797       285,531  
    Impairment charges     641             641        
    Total operating expenses     151,779       110,077       403,885       330,359  
    Loss from operations     (50,303 )     (27,603 )     (111,422 )     (85,979 )
    Interest and other income (expense), net:                
    Interest income     6,456       1,717       16,198       4,619  
    Interest expense     (3,329 )     (927 )     (9,501 )     (2,709 )
    Loss on extinguishment of debt                 (7,589 )      
    Other income (expense), net     1,182       (108 )     772       (143 )
    Total interest and other income (expense), net     4,309       682       (120 )     1,767  
    Loss before income taxes     (45,994 )     (26,921 )     (111,542 )     (84,212 )
    Income tax provision     188       195       414       495  
    Net loss   $ (46,182 )   $ (27,116 )   $ (111,956 )   $ (84,707 )
    Net loss per common share, basic and diluted   $ (1.48 )   $ (0.89 )   $ (3.59 )   $ (2.78 )
    Weighted-average shares, basic and diluted     31,262       30,607       31,147       30,470  
    IRHYTHM TECHNOLOGIES, INC.
    Reconciliation of GAAP to Non-GAAP Financial Information
    (in thousands, except per share data)
    (unaudited)

        Three Months Ended September 30,   Nine Months Ended September 30,
          2024       2023       2024       2023  
    Adjusted EBITDA reconciliation*                
    Net loss1   $ (46,182 )   $ (27,116 )   $ (111,956 )   $ (84,707 )
    Interest expense     3,329       927       9,501       2,709  
    Interest income     (6,456 )     (1,717 )     (16,198 )     (4,619 )
    Changes in fair value of strategic investments     (1,059 )           (1,059 )      
    Income tax provision     188       195       414       495  
    Depreciation and amortization     5,135       4,067       15,426       11,434  
    Stock-based compensation     17,158       21,008       59,970       53,358  
    Impairment charges     641             641        
    Business transformation costs     7,360       2,999       8,656       14,094  
    Loss on extinguishment of debt                 7,589        
    Adjusted EBITDA   $ (19,886 )   $ 363     $ (27,016 )   $ (7,236 )
                     
    Adjusted net loss reconciliation*                
    Net loss, as reported1   $ (46,182 )   $ (27,116 )   $ (111,956 )   $ (84,707 )
    Impairment charges     641             641        
    Business transformation costs     7,360       2,999       8,656       14,094  
    Changes in fair value of strategic investments     (1,059 )           (1,059 )      
    Loss on extinguishment of debt                 7,589        
    Adjusted net loss   $ (39,240 )   $ (24,117 )   $ (96,129 )   $ (70,613 )
                     
    Adjusted net loss per share reconciliation*                
    Net loss per share, as reported1   $ (1.48 )   $ (0.89 )   $ (3.59 )   $ (2.78 )
    Impairment charges per share     0.02             0.02        
    Business transformation costs per share     0.24       0.10       0.28       0.46  
    Changes in fair value of strategic investments per share     (0.03 )           (0.03 )      
    Loss on extinguishment of debt per share                 0.24        
    Adjusted net loss per share   $ (1.26 )   $ (0.79 )   $ (3.09 )   $ (2.32 )
    Weighted-average shares, basic and diluted     31,262       30,607       31,147       30,470  
                     
    Adjusted operating expense reconciliation*                
    Operating expense, as reported   $ 151,779     $ 110,077     $ 403,885     $ 330,359  
    Impairment charges     (641 )           (641 )      
    Business transformation costs     (7,360 )     (2,999 )     (8,656 )     (14,094 )
    Adjusted operating expense   $ 143,778     $ 107,078     $ 394,588     $ 316,265  

    *Certain numbers expressed may not sum due to rounding.
    1 Net loss for the three and nine months ended September 30, 2024 includes $32.1 million of acquired in-process research and development expense.

    The MIL Network

  • MIL-OSI: Compass Diversified Reports Third Quarter 2024 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    WESTPORT, Conn., Oct. 30, 2024 (GLOBE NEWSWIRE) — Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle market businesses, announced today its consolidated operating results for the three months ended September 30, 2024.

    “Despite a dynamic macroeconomic environment, we had another great quarter,” said Elias Sabo, CEO of Compass Diversified. “Our differentiated business model and strong operating companies position us to create long-term value for all stakeholders. In the third quarter, we saw double-digit sales growth driven by continued demand in our Branded Consumer businesses. Our Industrial businesses are stabilizing and delivered low single-digit growth in the quarter. Given our momentum, we are raising our 2024 outlook and believe we are well positioned for growth in 2025 and beyond.”

    Third Quarter 2024 Financial Summary vs. Same Year-Ago Period (where applicable)

    • Net sales up 11.8% to $582.6 million and up 6.6% on a pro forma basis.
    • Branded Consumer net sales up 9.2% on a pro forma basis to $399.2 million.
    • Industrial net sales up 1.2% to $183.4 million.
    • Income from continuing operations of $31.5 million vs. loss from continuing operations of $14.0 million.
    • Net income of $31.5 million vs. net loss of $3.8 million.
    • Adjusted Earnings, a non-GAAP financial measure, up 65% to $48.7 million vs. $29.6 million.
    • Adjusted EBITDA, a non-GAAP financial measure, was up 28% to $114.0 million vs. $89.0 million

    Recent Business Highlights

    • On October 24, 2024, CODI paid a third quarter 2024 cash distribution of $0.25 per share on its common shares.
    • On October 16, 2024, CODI announced a $100 million share repurchase program through December 31, 2024, subject to extension by the Company’s board.
    • On October 1, 2024, Altor Solutions, a subsidiary of CODI and a leading designer and manufacturer of custom protective and cold-chain packaging solutions for the industrial and life sciences markets, completed the acquisition of Lifoam Industries, a manufacturer and distributor of temperature-controlled shipping solutions.
    • On August 26, 2024, CODI announced the appointment of Stephen Keller as Chief Financial Officer.

    Third Quarter 2024 Financial Results

    Net sales in the third quarter of 2024 were $582.6 million, up 11.8% compared to $521.1 million in the third quarter of 2023. This was driven by the Company’s acquisition of The Honey Pot Co. in January 2024 and continued strong sales growth at Lugano and BOA. On a pro forma basis, assuming CODI had acquired The Honey Pot Co. on January 1, 2023, net sales were up 6.6%.

    On a pro forma basis, Branded Consumer net sales increased 9.2% to $399.2 million compared to the third quarter of 2023.

    Industrial net sales increased 1.2% to $183.4 million compared to the third quarter of 2023.

    Operating income for the third quarter of 2024 was $70.3 million compared to $17.4 million in the third quarter of 2023. Operating income in the third quarter of 2024 reflected higher gross profit at the Company’s Branded Consumer businesses, offset by increased SG&A and amortization expense from the acquisition of The Honey Pot Co. in the first quarter of 2024.

    Income from continuing operations in the third quarter of 2024 was $31.5 million compared to a loss from continuing operations of $14.0 million in the third quarter of 2023, primarily driven by strong growth at Lugano and BOA and the Company’s acquisition of The Honey Pot Co. in January 2024. In the prior year, the Company recognized an impairment charge of $32.6 million at Velocity that drove the loss in the third quarter.

    Net income in the third quarter of 2024 was $31.5 million compared to a net loss of $3.8 million in the third quarter of 2023.

    Adjusted Earnings (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the third quarter of 2024 increased 65% to $48.7 million compared to $29.6 million a year ago. CODI’s weighted average number of shares outstanding in the third quarter of 2024 was 75.65 million compared to 71.88 million in the prior year third quarter.

    Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below) in the third quarter of 2024 was $114.0 million, up 28% compared to $89.0 million in the third quarter of 2023. The increase was primarily due to strong results at Lugano and BOA, and the addition of The Honey Pot Co. in the first quarter of 2024. Management fees incurred during the third quarter were $18.8 million.

    Liquidity and Capital Resources

    As of September 30, 2024, CODI had approximately $71.9 million in cash and cash equivalents, $110 million outstanding on its revolver, $377.5 million outstanding in term loans, $1 billion outstanding in 5.250% Senior Notes due 2029 and $300 million outstanding in 5.000% Senior Notes due 2032.

    As of September 30, 2024, the Company had no significant debt maturities until 2027 and had net borrowing availability of approximately $486.6 million under its revolving credit facility.

    Third Quarter 2024 Distributions

    On October 3, 2024, CODI’s board of directors declared a third quarter distribution of $0.25 per share on the Company’s common shares. The cash distribution was paid on October 24, 2024, to all holders of record of common shares as of October 17, 2024.

    The board also declared a quarterly cash distribution of $0.453125 per share on the Company’s 7.250% Series A Preferred Shares (the “Series A Preferred Shares”). The distribution on the Series A Preferred Shares covers the period from, and including, July 30, 2024, up to, but excluding, October 30, 2024. The distribution for such period was payable on October 30, 2024, to all holders of record of Series A Preferred Shares as of October 15, 2024.

    The board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series B Preferred Shares (the “Series B Preferred Shares”). The distribution on the Series B Preferred Shares covers the period from, and including, July 30, 2024, up to, but excluding, October 30, 2024. The distribution for such period was payable on October 30, 2024, to all holders of record of Series B Preferred Shares as of October 15, 2024.

    The board also declared a quarterly cash distribution of $0.4921875 per share on the Company’s 7.875% Series C Preferred Shares (the “Series C Preferred Shares”). The distribution on the Series C Preferred Shares covers the period from, and including, July 30, 2024, up to, but excluding, October 30, 2024. The distribution for such period was payable on October 30, 2024, to all holders of record of Series C Preferred Shares as of October 15, 2024.

    2024 Outlook

    As a result of CODI’s strong financial performance in the third quarter, the Company is raising its Adjusted EBITDA and Adjusted Earnings outlook (see “Note Regarding Use of Non-GAAP Financial Measures” below). For the full year 2024, CODI now expects consolidated pro-forma subsidiary Adjusted EBITDA of between $510 million and $525 million. This is inclusive of The Honey Pot Co. as if it was owned from January 1, 2024.

    Of this range, CODI now expects its Branded Consumer vertical to deliver between $390 million to $400 million and its Industrial vertical to deliver between $120 million to $125 million. These estimates are based on the summation of the Company’s expectations for its current subsidiaries in 2024, absent additional acquisitions or divestitures, and excludes corporate expenses such as interest expense, management fees paid by CODI and corporate overhead.

    CODI expects to earn Adjusted EBITDA (see “Note Regarding Use of Non-GAAP Financial Measures” below), which includes management fees and corporate expenses, of between $420 million and $435 million for the full year 2024. Adjusted EBITDA only includes results from The Honey Pot Co. from the date of acquisition.

    The Company further expects Adjusted Earnings to be between $155 million and $165 million (see “Note Regarding Use of Non-GAAP Financial Measures” below) for the full year 2024.

    In reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K, CODI has not reconciled 2024 subsidiary Adjusted EBITDA, 2024 Adjusted EBITDA or 2024 Adjusted Earnings to their comparable GAAP measure because it does not provide guidance on Income (Loss) from Continuing Operations or Net Income (Loss) or the applicable reconciling items as a result of the uncertainty regarding, and the potential variability of, these items. For the same reasons, CODI is unable to address the probable significance of the unavailable information, which could be material to future results.

    Conference Call

    In conjunction with this announcement, CODI will host a conference call on October 30, 2024, at 5:00 p.m. E.T. / 2:00 p.m. PT with the Company’s Chief Executive Officer, Elias Sabo, the Company’s Chief Financial Officer, Stephen Keller, and Pat Maciariello, the Chief Operating Officer of Compass Group Management. A live webcast of the call will be available on the Investor Relations section of CODI’s website. To access the call by phone, please go to this link (registration link) and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call 15 minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time on the Company’s website.

    Note Regarding Use of Non-GAAP Financial Measures

    Adjusted EBITDA and Adjusted Earnings are non-GAAP measures used by the Company to assess its performance. We have reconciled Adjusted EBITDA to Income (Loss) from Continuing Operations and Adjusted Earnings to Net Income (Loss) on the attached schedules. We consider Income (Loss) from Continuing Operations to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Net Income (Loss) to be the most directly comparable GAAP financial measure to Adjusted Earnings. We believe that Adjusted EBITDA and Adjusted Earnings provides useful information to investors and reflect important financial measures as each excludes the effects of items which reflect the impact of long-term investment decisions, rather than the performance of near-term operations. When compared to Net Income (Loss) and Income (Loss) from Continuing Operations, Adjusted Earnings and Adjusted EBITDA, respectively, are each limited in that they do not reflect the periodic costs of certain capital assets used in generating revenues of our businesses or the non-cash charges associated with impairments, as well as certain cash charges. The presentation of Adjusted EBITDA allows investors to view the performance of our businesses in a manner similar to the methods used by us and the management of our businesses, provides additional insight into our operating results and provides a measure for evaluating targeted businesses for acquisition. The presentation of Adjusted Earnings provides insight into our operating results.

    Pro forma net sales is defined as net sales including the historical net sales relating to the pre-acquisition periods of The Honey Pot Co., assuming that the Company acquired The Honey Pot Co. on January 1, 2023. We have reconciled pro forma net sales to net sales, the most directly comparable GAAP financial measure, on the attached schedules. We believe that pro forma net sales is useful information for investors as it provides a better understanding of sales performance, and relative changes thereto, on a comparable basis. Pro forma net sales is not necessarily indicative of what the actual results would have been if the acquisition had in fact occurred on the date or for the periods indicated nor does it purport to project net sales for any future periods or as of any date.

    Adjusted EBITDA, Adjusted Earnings and pro forma net sales are not meant to be a substitute for GAAP measures and may be different from or otherwise inconsistent with non-GAAP financial measures used by other companies.

    About Compass Diversified

    Since its IPO in 2006, CODI has consistently executed its strategy of owning and managing a diverse set of highly defensible, middle-market businesses across the industrial, branded consumer and healthcare sectors. The Company leverages its permanent capital base, long-term disciplined approach, and actionable expertise to maintain controlling ownership interests in each of its subsidiaries, maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and has consistently generated strong returns through its culture of transparency, alignment and accountability. For more information, please visit compassdiversified.com.

    Forward Looking Statements

    Certain statements in this press release may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements as to our future performance or liquidity, such as expectations regarding our results of operations and financial condition, our 2024 Subsidiary Adjusted EBITDA, our 2024 Adjusted EBITDA, our 2024 Adjusted Earnings, our pending acquisitions and divestitures, and other statements with regard to the future performance of CODI. We may use words such as “plans,” “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “seek,” “look,” and similar expressions to identify forward-looking statements. The forward-looking statements contained in this press release involve risks and uncertainties. Actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in CODI’s annual report on Form 10-K and its quarterly reports on Form 10-Q. Other factors that could cause actual results to differ materially include: changes in the economy, financial markets and political environment, including changes in inflation and interest rates; risks associated with possible disruption in CODI’s operations or the economy generally due to terrorism, war, natural disasters or social, civil and political unrest; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); environmental risks affecting the business or operations of our subsidiaries; disruption in the global supply chain, labor shortages and high labor costs; our business prospects and the prospects of our subsidiaries; the impact of, and ability to successfully complete and integrate, acquisitions that we may make; the ability to successfully complete when we’ve executed divestitures agreements; the dependence of our future success on the general economy and its impact on the industries in which we operate; the ability of our subsidiaries to achieve their objectives; the adequacy of our cash resources and working capital; the timing of cash flows, if any, from the operations of our subsidiaries; and other considerations that may be disclosed from time to time in CODI’s publicly disseminated documents and filings. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. Although, except as required by law, CODI undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that CODI may make directly to you or through reports that it in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

    Investor Relations

    Compass Diversified
    irinquiry@compassdiversified.com

    Gateway Group
    Cody Slach
    949.574.3860
    CODI@gateway-grp.com

    Media Relations
    Compass Diversified
    mediainquiry@compassdiversified.com

    The IGB Group        
    Leon Berman
    212-477-8438
    lberman@igbir.com

    Compass Diversified Holdings
    Condensed Consolidated Balance Sheets
     
           
      September 30, 2024   December 31, 2023
    (in thousands) (Unaudited)    
    Assets      
    Current assets      
    Cash and cash equivalents $ 71,948   $ 450,477
    Accounts receivable, net   412,688     318,241
    Inventories, net   939,361     740,387
    Prepaid expenses and other current assets   100,550     94,715
    Total current assets   1,524,547     1,603,820
    Property, plant and equipment, net   186,555     192,562
    Goodwill   1,004,084     901,428
    Intangible assets, net   1,062,425     923,905
    Other non-current assets   183,803     195,266
    Total assets $ 3,961,414   $ 3,816,981
           
    Liabilities and stockholders’ equity      
    Current liabilities      
    Accounts payable and accrued expenses $ 293,267   $ 250,868
    Due to related party   18,116     16,025
    Current portion, long-term debt   12,500     10,000
    Other current liabilities   37,337     35,465
    Total current liabilities   361,220     312,358
    Deferred income taxes   135,777     120,131
    Long-term debt   1,763,687     1,661,879
    Other non-current liabilities   198,849     203,232
    Total liabilities   2,459,533     2,297,600
    Stockholders’ equity      
    Total stockholders’ equity attributable to Holdings   1,236,965     1,326,750
    Noncontrolling interest   264,916     192,631
    Total stockholders’ equity   1,501,881     1,519,381
    Total liabilities and stockholders’ equity $ 3,961,414   $ 3,816,981
           
    Compass Diversified Holdings
    Consolidated Statements of Operations
    (Unaudited)
     
      Three Months Ended September 30,   Nine Months Ended September 30,
    (in thousands, except per share data)   2024       2023       2024       2023  
    Net sales $ 582,623     $ 521,065     $ 1,649,508     $ 1,491,887  
    Cost of sales   308,045       295,754       873,989       844,871  
    Gross profit   274,578       225,311       775,519       647,016  
    Operating expenses:              
    Selling, general and administrative expense   158,754       132,944       460,914       396,963  
    Management fees   18,758       18,471       55,689       51,536  
    Amortization expense   26,798       23,955       80,547       71,906  
    Impairment expense         32,568       8,182       32,568  
    Operating income   70,268       17,373       170,187       94,043  
    Other income (expense):              
    Interest expense, net   (27,358 )     (27,560 )     (77,494 )     (80,353 )
    Amortization of debt issuance costs   (1,005 )     (1,005 )     (3,014 )     (3,034 )
    Gain (loss) on sale of Crosman   388             (24,218 )      
    Other income (expense), net   (78 )     1,045       (4,327 )     2,100  
    Net income (loss) from continuing operations before income taxes   42,215       (10,147 )     61,134       12,756  
    Provision for income taxes   10,754       3,837       40,960       15,077  
    Income (loss) from continuing operations   31,461       (13,984 )     20,174       (2,321 )
    Income from discontinued operations, net of income tax         8,950             21,790  
    Gain on sale of discontinued operations         1,274       3,345       103,495  
    Net income (loss)   31,461       (3,760 )     23,519       122,964  
    Less: Net income from continuing operations attributable to noncontrolling interest   9,397       5,721       22,632       13,390  
    Less: Net income from discontinued operations attributable to noncontrolling interest         673             725  
    Net income (loss) attributable to Holdings $ 22,064     $ (10,154 )   $ 887     $ 108,849  
                   
    Amounts attributable to Holdings              
    Income (loss) from continuing operations $ 22,064     $ (19,705 )   $ (2,458 )   $ (15,711 )
    Income from discontinued operations         8,277             21,065  
    Gain on sale of discontinued operations, net of income tax         1,274       3,345       103,495  
    Net income (loss) attributable to Holdings $ 22,064     $ (10,154 )   $ 887     $ 108,849  
                   
    Basic income (loss) per common share attributable to Holdings              
    Continuing operations $ 0.08     $ (0.45 )   $ (1.18 )   $ (1.00 )
    Discontinued operations         0.12       0.04       1.69  
      $ 0.08     $ (0.33 )   $ (1.14 )   $ 0.69  
                   
    Basic weighted average number of common shares outstanding   75,645       71,881       75,437       71,996  
                   
    Cash distributions declared per Trust common share $ 0.25     $ 0.25     $ 0.75     $ 0.75  
     
    Compass Diversified Holdings
    Net Income (Loss) to Non-GAAP Adjusted Earnings and Non-GAAP Adjusted EBITDA
    (Unaudited)
     
      Three Months Ended September 30,   Nine Months Ended September 30,
    (in thousands)   2024       2023       2024       2023  
    Net income (loss) $ 31,461     $ (3,760 )   $ 23,519     $ 122,964  
    Income from discontinued operations, net of tax         8,950             21,790  
    Gain on sale of discontinued operations, net of tax         1,274       3,345       103,495  
    Net income (loss) from continuing operations $ 31,461     $ (13,984 )   $ 20,174     $ (2,321 )
    Less: income from continuing operations attributable to noncontrolling interest   9,397       5,721       22,632       13,390  
    Net income (loss) attributable to Holdings – continuing operations $ 22,064     $ (19,705 )   $ (2,458 )   $ (15,711 )
    Adjustments:              
    Distributions paid – preferred shares   (6,345 )     (6,045 )     (18,491 )     (18,136 )
    Amortization expense – intangibles and inventory step up   26,798       23,956       84,553       73,081  
    Impairment expense         32,568       8,182       32,568  
    Tax effect – impairment expense         (4,308 )           (4,308 )
    (Gain) loss on sale of Crosman   (388 )           24,218        
    Tax effect – loss on sale of Crosman               7,254        
    Stock compensation   4,769       2,750       13,026       7,598  
    Acquisition expenses               3,479        
    Integration services fee   875             1,750       2,375  
    Other   963       349       1,368       1,129  
    Adjusted Earnings $ 48,736     $ 29,565     $ 122,881     $ 78,596  
    Plus (less):              
    Depreciation expense   10,366       11,994       31,763       35,255  
    Income tax provision   10,754       3,837       40,960       15,077  
    Interest expense   27,357       27,560       77,494       80,353  
    Amortization of debt issuance costs   1,005       1,005       3,014       3,034  
    Tax effect – loss on sale of Crosman             (7,254 )      
    Income from continuing operations attributable to noncontrolling interest   9,397       5,721       22,632       13,390  
    Distributions paid – preferred shares   6,345       6,045       18,491       18,136  
    Other (income) expense   79       (1,045 )     4,327       (2,100 )
    Adjusted EBITDA $ 114,039     $ 88,990     $ 314,308     $ 246,049  
     
    Compass Diversified Holdings
    Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
    Three Months Ended September 30, 2024
    (Unaudited)
     
        Corporate     5.11     BOA   Ergobaby   Lugano   PrimaLoft   THP   Velocity Outdoor   Altor   Arnold   Sterno   Consolidated
    Income (loss) from continuing operations   $ (8,715 )   $ 9,737     $ 3,902     $ (3,229 )   $ 24,272     $ (4,273 )   $ (160 )   $ 1,831     $ 2,682   $ 2,260   $ 3,154     $ 31,461  
    Adjusted for:                                                
    Provision (benefit) for income taxes           1,782       1,451       136       8,342       (2,315 )     (20 )     (2,223 )     1,466     1,196     939       10,754  
    Interest expense, net     27,238       (2 )     (4 )                 (10 )     (3 )     (1 )         139           27,357  
    Intercompany interest     (41,375 )     3,334       4,925       2,116       15,080       4,480       2,907       2,038       1,735     1,816     2,944        
    Depreciation and amortization     118       5,617       5,402       2,053       2,699       5,337       4,166       1,397       4,080     2,340     4,960       38,169  
    EBITDA     (22,734 )     20,468       15,676       1,076       50,393       3,219       6,890       3,042       9,963     7,751     11,997       107,741  
    Other (income) expense           13       (110 )     17       (68 )     1       25       (164 )     58         (81 )     (309 )
    Noncontrolling shareholder compensation           544       1,504       232       459       828       540       186       237     4     235       4,769  
    Integration services fee                                         875                           875  
    Other                                                         880     83       963  
    Adjusted EBITDA   $ (22,734 )   $ 21,025     $ 17,070     $ 1,325     $ 50,784     $ 4,048     $ 8,330     $ 3,064     $ 10,258   $ 8,635   $ 12,234     $ 114,039  
     
    Compass Diversified Holdings
    Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
    Three Months Ended September 30, 2023
    (Unaudited)
     
                                                 
        Corporate     5.11     BOA   Ergobaby   Lugano   PrimaLoft   Velocity Outdoor   Altor   Arnold   Sterno   Consolidated
    Income (loss) from continuing operations   $ (13,750 )   $ 5,834     $ 4,257     $ (261 )   $ 14,584   $ (4,893 )   $ (28,881 )   $ 5,042     $ 2,103   $ 1,981     $ (13,984 )
    Adjusted for:                                            
    Provision (benefit) for income taxes           1,920       865       (620 )     4,210     (2,566 )     (2,951 )     1,460       876     643       3,837  
    Interest expense, net     27,525       (2 )     (4 )               (3 )     38             6           27,560  
    Intercompany interest     (34,708 )     5,477       1,571       2,144       8,930     4,635       3,633       2,549       1,706     4,063        
    Depreciation and amortization     380       6,573       5,930       2,033       2,081     5,361       3,272       4,215       2,126     4,984       36,955  
    EBITDA     (20,553 )     19,802       12,619       3,296       29,805     2,534       (24,889 )     13,266       6,817     11,671       54,368  
    Other (income) expense           98       (63 )           71     (9 )     (425 )     (362 )     8     (363 )     (1,045 )
    Noncontrolling shareholder compensation           258       736       312       472     262       228       234       8     240       2,750  
    Impairment expense                                       32,568                       32,568  
    Other                                                       349       349  
    Adjusted EBITDA   $ (20,553 )   $ 20,158     $ 13,292     $ 3,608     $ 30,348   $ 2,787     $ 7,482     $ 13,138     $ 6,833   $ 11,897     $ 88,990  
     
    Compass Diversified Holdings
    Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
    Nine Months Ended September 30, 2024
    (Unaudited)
                                                     
        Corporate     5.11     BOA   Ergobaby   Lugano   PrimaLoft   THP   Velocity Outdoor   Altor   Arnold   Sterno   Consolidated
    Income (loss) from continuing operations   $ (21,151 )   $ 18,594     $ 16,248     $ (6,337 )   $ 59,257     $ (5,261 )   $ (7,764 )   $ (53,368 )   $ 6,076   $ 6,169     $ 7,711     $ 20,174
    Adjusted for:                                                
    Provision (benefit) for income taxes           4,792       3,920       516       20,010       (1,731 )     (2,589 )     7,074       3,192     3,182       2,594       40,960
    Interest expense, net     77,280       (3 )     (16 )           3       (15 )     (28 )     53           220             77,494
    Intercompany interest     (122,209 )     10,114       15,716       6,364       40,417       13,526       7,827       7,620       5,612     5,313       9,700      
    Depreciation and amortization     552       17,198       16,251       6,427       7,571       15,987       14,811       6,679       12,250     6,754       14,850       119,330
    EBITDA     (65,528 )     50,695       52,119       6,970       127,258       22,506       12,257       (31,942 )     27,130     21,638       34,855       257,958
    Other (income) expense     462       86       22       12       (61 )     5       (5 )     25,734       2,722     (9 )     (423 )     28,545
    Non-controlling shareholder compensation           1,630       4,352       738       1,662       1,823       1,157       556       741     13       354       13,026
    Impairment expense                                               8,182                       8,182
    Acquisition expenses                                         3,479                             3,479
    Integration services fee                                         1,750                             1,750
    Other                                         90                 880       398       1,368
    Adjusted EBITDA   $ (65,066 )   $ 52,411     $ 56,493     $ 7,720     $ 128,859     $ 24,334     $ 18,728     $ 2,530     $ 30,593   $ 22,522     $ 35,184     $ 314,308
     
    Compass Diversified Holdings
    Net Income (Loss) from Continuing Operations to Non-GAAP Consolidated Adjusted EBITDA Reconciliation
    Nine Months Ended September 30, 2023
    (Unaudited)
                                                 
        Corporate     5.11     BOA   Ergobaby   Lugano   PrimaLoft   Velocity Outdoor   Altor   Arnold   Sterno   Consolidated
    Income (loss) from continuing operations   $ (40,914 )   $ 11,850     $ 15,151     $ (1,114 )   $ 31,468     $ (5,500 )   $ (36,862 )   $ 12,244   $ 6,911     $ 4,445     $ (2,321 )
    Adjusted for:                                            
    Provision (benefit) for income taxes           3,990       2,224       (1,272 )     10,295       (3,125 )     (5,905 )     4,094     3,264       1,512       15,077  
    Interest expense, net     80,123       (4 )     (9 )           4       (9 )     232           16             80,353  
    Intercompany interest     (99,433 )     15,698       5,032       6,484       22,660       13,343       10,070       8,183     5,078       12,885        
    Depreciation and amortization     1,056       19,866       17,436       6,112       6,971       16,084       10,023       12,558     6,248       15,016       111,370  
    EBITDA     (59,168 )     51,400       39,834       10,210       71,398       20,793       (22,442 )     37,079     21,517       33,858       204,479  
    Other (income) expense     (128 )     (103 )     117       29       (5 )     130       (1,179 )     201     (1 )     (1,161 )     (2,100 )
    Non-controlling shareholder compensation           988       2,069       936       1,312       219       686       800     26       562       7,598  
    Impairment expense                                         32,568                       32,568  
    Integration services fee                                   2,375                             2,375  
    Other                                                         1,129       1,129  
    Adjusted EBITDA   $ (59,296 )   $ 52,285     $ 42,020     $ 11,175     $ 72,705     $ 23,517     $ 9,633     $ 38,080   $ 21,542     $ 34,388     $ 246,049  
     
    Compass Diversified Holdings
    Non-GAAP Adjusted EBITDA
    (Unaudited)
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
    (in thousands)   2024       2023       2024       2023  
                   
    Branded Consumer              
    5.11 $ 21,025     $ 20,158     $ 52,411     $ 52,285  
    BOA   17,070       13,292       56,493       42,020  
    Ergobaby   1,325       3,608       7,720       11,175  
    Lugano   50,784       30,348       128,859       72,705  
    PrimaLoft   4,048       2,787       24,334       23,517  
    The Honey Pot Co.(1)   8,330             18,728        
    Velocity Outdoor   3,064       7,482       2,530       9,633  
    Total Branded Consumer $ 105,646     $ 77,675     $ 291,075     $ 211,335  
                   
    Niche Industrial              
    Altor Solutions   10,258       13,138       30,593       38,080  
    Arnold Magnetics   8,635       6,833       22,522       21,542  
    Sterno   12,234       11,897       35,184       34,388  
    Total Niche Industrial $ 31,127     $ 31,868     $ 88,299     $ 94,010  
    Corporate expense   (22,734 )     (20,553 )     (65,066 )     (59,296 )
    Total Adjusted EBITDA $ 114,039     $ 88,990     $ 314,308     $ 246,049  

    (1) The above results for The Honey Pot Co. do not include management’s estimate of Adjusted EBITDA, before the Company’s ownership of $3.9 million for the nine months ended September 30, 2024, and $5.1 million and $20.9 million, respectively, for the three and nine months ended September 30, 2023. The Honey Pot Co. was acquired on January 31, 2024.

    Compass Diversified Holdings
    Net Sales to Pro Forma Net Sales Reconciliation
    (unaudited)
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
    (in thousands)   2024     2023     2024     2023
                   
    Net Sales $ 582,623   $ 521,065   $ 1,649,508   $ 1,491,887
    Acquisitions(1)       25,560     10,671     82,447
    Pro Forma Net Sales $ 582,623   $ 546,625   $ 1,660,179   $ 1,574,334

    (1) Acquisitions reflects the net sales for The Honey Pot Co. on a pro forma basis as if the Company had acquired The Honey Pot Co. on January 1, 2023.

    Compass Diversified Holdings
    Subsidiary Pro Forma Net Sales
    (unaudited)
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
    (in thousands)   2024     2023     2024     2023
                   
    Branded Consumer              
    5.11 $ 139,218   $ 135,213   $ 387,393   $ 385,695
    BOA   45,607     37,281     142,670     113,390
    Ergobaby   21,755     23,218     71,530     71,785
    Lugano   118,584     78,735     320,981     203,571
    PrimaLoft   13,686     10,930     61,518     57,619
    The Honey Pot(1)   31,545     25,560     86,563     82,447
    Velocity Outdoor   28,809     54,469     77,419     126,348
    Total Branded Consumer $ 399,204   $ 365,406   $ 1,148,074   $ 1,040,855
                   
    Niche Industrial              
    Altor Solutions   52,129     59,215     157,746     181,613
    Arnold Magnetics   46,103     41,819     130,545     122,047
    Sterno   85,187     80,185     223,814     229,819
    Total Niche Industrial $ 183,419   $ 181,219   $ 512,105   $ 533,479
                   
    Total Subsidiary Net Sales $ 582,623   $ 546,625   $ 1,660,179   $ 1,574,334

    (1) Net sales for The Honey Pot Co. are pro forma as if the Company had acquired this business on January 1, 2023.

    Compass Diversified Holdings
    Condensed Consolidated Cash Flows
    (unaudited)
     
      Three Months Ended September 30,   Nine Months Ended September 30,
    (in thousands)   2024       2023       2024       2023  
                   
    Net cash provided by (used in) operating activities $ (29,227 )   $ 19,713     $ (77,610 )   $ 56,952  
    Net cash provided by (used in) investing activities   (16,177 )     (13,538 )     (352,251 )     104,291  
    Net cash provided by (used in) financing activities   47,516       (8,308 )     50,882       (157,927 )
    Foreign currency impact on cash   1,466       (484 )     449       150  
    Net increase (decrease) in cash and cash equivalents   3,578       (2,617 )     (378,530 )     3,466  
    Cash and cash equivalents – beginning of the period(1)   68,370       67,354       450,478       61,271  
    Cash and cash equivalents – end of the period(2) $ 71,948     $ 64,737     $ 71,948     $ 64,737  

    (1) Includes cash from discontinued operations of $4.7 million at January 1, 2023.

    (2) Includes cash from discontinued operations of $0.1 million at September 30, 2023.

    Compass Diversified Holding
    Selected Financial Data – Cash Flows
    (unaudited)
                   
      Three Months Ended September 30,   Nine Months Ended September 30,
    (in thousands)   2024       2023       2024       2023  
                   
    Changes in operating assets and liabilities $ (99,778 )   $ (36,806 )   $ (253,902 )   $ (128,920 )
    Purchases of property and equipment $ (15,588 )   $ (9,933 )   $ (34,507 )   $ (38,537 )
    Distributions paid – common shares $ (18,913 )   $ (17,974 )   $ (56,577 )   $ (54,012 )
    Distributions paid – preferred shares $ (6,345 )   $ (6,045 )   $ (18,491 )   $ (18,136 )

    The MIL Network

  • MIL-OSI: Orange County Bancorp, Inc. Announces Third Quarter 2024 results:

    Source: GlobeNewswire (MIL-OSI)

    • Net Interest Income increased $467 thousand, or 2.1%, to $23.0 million for the quarter ended September 30, 2024, from $22.5 million for the quarter ended September 30, 2023
    • Net Interest Margin grew 3 basis points to 3.81% for the quarter ended September 30, 2024, as compared to 3.78% for the quarter ended September 30, 2023
    • Total Loans grew $49.0 million, or 2.8%, reaching $1.8 billion at September 30, 2024 as compared to $1.7 billion at December 31, 2023.
    • Total Deposits rose $101.3 million, or 5.0%, to $2.1 billion at September 30, 2024, from $2.0 billion at year-end 2023
    • Book value per share increased $4.77, or 16.3%, to $34.03 at September 30, 2024, from $29.26 at December 31, 2023
    • Trust and investment advisory income rose $521 thousand, or 20.1%, to $3.1 million for Q3 2024, as compared to $2.6 million for Q3 2023

    MIDDLETOWN, N.Y., Oct. 30, 2024 (GLOBE NEWSWIRE) — Orange County Bancorp, Inc. (the “Company” – Nasdaq: OBT), parent company of Orange Bank & Trust Co. (the “Bank”) and Hudson Valley Investment Advisors, Inc. (“HVIA”), today announced net income of $3.2 million, or $0.57 per basic and diluted share, for the three months ended September 30, 2024. This compares with net income of $9.0 million, or $1.61 per basic and diluted share, for the three months ended September 30, 2023.   The decrease in earnings per share, basic and diluted, was due primarily to increases in the provision for credit losses and non-interest expense offset by increases in net interest income and non-interest income during the current period. For the nine months ended September 30, 2024, net income was $20.7 million, or $3.67 per basic and diluted share, as compared to $21.4 million, or $3.79 per basic and diluted share, for the nine months ended September 30, 2023.

    Book value per share rose $4.77, or 16.3%, year-to-date, from $29.26 at December 31, 2023 to $34.03 at September 30, 2024. Tangible book value per share increased $4.81, or 17.1%, during the same period, from $28.12 at December 31, 2023 to $32.93 at September 30, 2024 (see “Non-GAAP Financial Measure Reconciliation” below for additional detail). These increases were due primarily to earnings during the nine months ended September 30, 2024, as well as a decrease in accumulated other comprehensive income (loss) associated with a reduction in unrealized losses within the investment securities portfolio.  

    “This quarter was one in which our core and ancillary businesses continued to perform well,” said Company President and CEO Michael Gilfeather, “but earnings were negatively impacted by a significant commercial office space loan. For the quarter, we increased our provision for loan losses by $7.2 million.  This was primarily attributable to a $5.6 million reserve against an office space participation loan identified as problematic in the prior quarter, and against which we’ve already reserved nearly $4 million.  Our decision to add to the reserves was the result of further deterioration of the loan and uncertainty regarding the borrower’s commitment to payment performance and we are pursuing all remedies at our disposal. The remainder of the quarterly provision, approximately $1.6 million, was primarily attributable to loan growth during the quarter, as well as the impact associated with periodic review of our loan portfolio. We are fortunate that, despite this reserve, the strength and resilience of our business model enabled us to record $3.2 million of net income for the quarter, bringing our 9-month total to $20.7 million, as compared to $21.4 million for the same period last year.

    Loan demand and economic activity in the communities we serve remains strong. This was aided by the Federal Reserve’s long-awaited reduction in interest rates – an outsized 50 basis points – which contributed to quality loan growth experienced in the quarter.  For the quarter, total loans increased $62.3 million, or 3.6%, increasing our total loan portfolio to $1.8 billion at quarter end, up from $1.7 billion at year end 2023.   Total deposits at quarter end, though below second quarter levels due to seasonal reductions in municipal deposits and IOLA business, have grown $101.3 million, or 5.0%, since year end, eclipsing $2.1 billion. Attorneys, while not the only source of our IOLA deposits, are a significant component which have the added benefit of providing meaningful business referrals to the Bank. Total cost of deposits was 1.25% for Q3, reflecting the Bank’s ongoing commitment to growing commercial checking accounts and other low-cost deposits. Given the challenges our industry has confronted retaining, much less growing deposits in the current interest rate environment, I am very proud of these results.

    Net interest margin for the quarter was 3.81%, down 29 basis points, or 7.1%, from the previous quarter, but still well above industry averages.

    Our Wealth Management divisions continued their strong performance in Q3. Trust and Advisory income rose approximately $521 thousand, or 20.1% to $3.1 million, as compared to $2.6 million during Q3 2023. While a portion of this is attributable to asset growth from favorable market performance, gathering new AUM has become a bank wide area of focus. Bank clients seeking higher returns on their idle deposits are introduced to our HVIA asset management staff, who have competitive alternatives, financial market insight, and can provide tailored investment solutions for their overall cash strategies. This has enabled us to retain those funds, attract new AUM from outside and keep client assets in-house for easy access as business and personal needs evolve over time.

    As frustrating as aspects of this quarter have been, overall performance of the Bank and our employees has been exemplary.   We recognize success in our industry isn’t judged by quarters, but by years, with our 132-year history serving as testimony to the commitment of our employees and consistency of our performance over time. This perspective has been critical to our success and is why our staff and clients have remained close and loyal to our vision. So I once again thank our employees for their hard work and dedication, our customers for their trust and business, and our investors for their continued confidence and support.” 

    Third Quarter 2024 Financial Review

    Net Income

    Net income for the third quarter of 2024 was $3.2 million, a decrease of $5.8 million, or 64.4%, from net income of $9.0 million for the third quarter of 2023. The decrease was the result of a substantial provision for estimated credit losses as well as increased interest and non-interest expense over the same quarter last year. Net income for the nine months ended September 30, 2024 was $20.7 million, as compared to $21.4 million for the same period in 2023. The decrease similarly reflected the effect of an increase in provision for credit losses coupled with increased non-interest expense during the first nine months of 2024, as compared to the same period in 2023. The provision includes the impact of additional reserves associated with a nonaccrual loan during the current quarter.

    Net Interest Income

    For the three months ended September 30, 2024, net interest income rose $467 thousand, or 2.1%, to $23.0 million, versus $22.5 million during the same period last year. The increase was driven primarily by a $1.7 million increase in interest and fees on loans during the current period. For the nine months ended September 30, 2024, net interest income reached $68.7 million, representing an increase of $2.4 million, or 3.7%, over the first nine months of 2023.

    Total interest income rose $1.3 million, or 4.4%, to $31.4 million for the three months ended September 30, 2024, compared to $30.1 million for the three months ended September 30, 2023. The increase reflected 6.9% growth in interest and fees associated with loans, a 1.6% increase in interest income from tax-exempt investment securities, and an 8.2% increase in interest income related to fed funds interest and balances held at correspondent banks. For the nine months ended September 30, 2024, total interest income rose $8.8 million, or 10.2%, to $95.0 million as compared to $86.2 million for the nine months ended September 30, 2023.

    Total interest expense increased $870 thousand during the third quarter of 2024, to $8.5 million, as compared to $7.6 million in the third quarter of 2023. The increase represented the combined effect of rising interest rates on customer deposits and brokered deposits partially offset by a decrease in the cost associated with borrowed funds utilized as alternate sources of funding. Interest expense associated with savings and NOW accounts totaled $5.4 million during the third quarter of 2024, as compared to $3.5 million during the third quarter of 2023. Interest expense associated with FHLB advances drawn and other borrowings during the current quarter totaled $1.6 million, as compared to $1.9 million during the third quarter of 2023. During the nine months ended September 30, 2024, total interest expense rose $6.4 million, to $26.3 million, as compared to $20.0 million for the same period last year.

    Provision for Credit Losses

    As of January 1, 2023, the Company adopted the current expected credit losses methodology (“CECL”) accounting standard, which includes loans individually evaluated, as well as loans evaluated on a pooled basis to assess the adequacy of the allowance for credit losses. The Bank seeks to estimate lifetime losses in its loan and investment portfolio by using expected discounted cash flows and supplemental qualitative considerations, including relevant economic considerations, portfolio concentrations, and other external factors, as well as evaluating investment securities held by the Bank.

    The Company recognized a provision for credit losses of $7.2 million for the three months ended September 30, 2024, as compared to $837 thousand for the three months ended September 30, 2023. This increase was primarily driven by a $5.6 million reserve associated with a specific non-accrual commercial loan as well as the impact of the methodology associated with estimated lifetime losses and the increase in loans closed during the quarter. The allowance for credit losses to total loans was 1.73% as of September 30, 2024 versus 1.44% as of December 31, 2023. For the nine months ended September 30, 2024, the provision for credit losses totaled $7.8 million as compared to $7.4 million for the nine months ended September 30, 2023. No reserves for investment securities were recorded during 2024.

    Non-Interest Income

    Non-interest income rose $954 thousand, or 29.6%, to $4.2 million for the three months ended September 30, 2024, as compared to $3.2 million for the three months ended September 30, 2023. This growth was related to continued increased fee income within several of the Company’s fee income categories, including investment advisory income, trust income, and service charges on deposit accounts. For the nine months ended September 30, 2024, non-interest income increased approximately $2.0 million, to $11.7 million, as compared to $9.7 million for the nine months ended September 30, 2023.

    Non-Interest Expense

    Non-interest expense was $16.0 million for the third quarter of 2024, reflecting an increase of $2.4 million, or 17.3%, as compared to $13.6 million for the same period in 2023. The increase in non-interest expense for the current three-month period reflected the Company’s continued commitment to growth. This investment consists primarily of increases in compensation, information technology, and deposit insurance costs, as well as professional fees associated with certain corporate initiatives. Our efficiency ratio increased to 58.8% for the three months ended September 30, 2024, from 52.8% for the same period in 2023. For the nine months ended September 30, 2024, our efficiency ratio increased to 58.2% from 55.4% for the same period in 2023. Non-interest expense for the nine months ended September 30, 2024 reached $46.7 million, reflecting a $4.7 million increase over non-interest expense of $42.1 million for the nine months ended September 30, 2023.

    Income Tax Expense

    Provision for income taxes for the three months ended September 30, 2024 was $788 thousand, as compared to $2.3 million for the same period in 2023. The decrease was directly related to lower income before income taxes. For the nine months ended September 30, 2024, the provision for income taxes was $5.1 million, approximately the same as for the nine months ended September 30, 2023. Our effective tax rate for the three-month period ended September 30, 2024 was 19.7%, as compared to 20.0% for the same period in 2023. Our effective tax rate for the nine-month period ended September 30, 2024 was 19.9%, as compared to 19.3% for the same period in 2023.

    Financial Condition

    Total consolidated assets increased $33.6 million, or 1.4%, to remain relatively level at $2.5 billion at September 30, 2024 and December 31, 2023. The stability of the balance sheet included loan growth and continued increases in deposits and cash as well as paydowns of borrowings during the current nine-month period.

    Total cash and due from banks increased from $147.4 million at December 31, 2023, to $160.9 million at September 30, 2024, an increase of approximately $13.5 million, or 9.2%. This increase resulted primarily from increases in deposit balances and slower loan growth which increased cash levels while reducing short-term borrowings.

    Total investment securities decreased $26.7 million, or 5.3%, from $504.5 million at December 31, 2023 to $477.8 million at September 30, 2024. The decrease continues to be driven primarily by investment maturities during the first nine months of 2024.

    Total loans increased $49.0 million, or 2.8%, from $1.7 billion at December 31, 2023 to $1.8 billion at September 30, 2024. The increase was primarily driven by an increase of $75.2 million related to commercial real estate loans as well as a $4.7 million increase in consumer loans offset by decreases in all other loan categories during 2024.

    Total deposits increased $101.3 million, to $2.1 billion at September 30, 2024, from $2.0 billion at December 31, 2023. This increase was due primarily to $122.1 million of growth in money market accounts, $37.4 million increase in interest bearing demand accounts, and $30.1 million increase in savings accounts. The increases in deposit accounts were offset by an $8.8 million decrease in noninterest-bearing demand accounts and a $79.6 million decrease in certificates of deposit, mainly associated with brokered deposits utilized by the Bank for short term funding purposes. Deposit composition at September 30, 2024 included 48.3% in demand deposit accounts (including NOW accounts) as a percentage of total deposits. Uninsured deposits, net of fully collateralized municipal relationships, remain stable and represent approximately 39% of total deposits at September 30, 2024, as compared to 37% of total deposits at December 31, 2023.

    FHLBNY short-term borrowings decreased by $142.5 million, or 63.5%, to $82 million as of September 30, 2024, as compared to $224.5 million at December 31, 2023. The decrease in borrowings was driven by increased deposits which outpaced loan growth during the first nine months of 2024 and allowed for paydowns of borrowings while maintaining adequate levels of cash at September 30, 2024. The decrease in borrowings reflects a strategic decision to actively manage liquidity sources and take advantage of opportunities to reduce funding costs.

    Stockholders’ equity increased approximately $27.7 million during the first nine months of 2024, reaching $193.1 million at September 30, 2024 from $165.4 million at December 31, 2023. The increase was due primarily to $20.7 million of net income during the first nine months of 2024, partially reduced by dividends and favorably impacted by a reduction of unrealized losses of approximately $9.7 million, net of taxes, on the market value of investment securities within the Company’s equity as accumulated other comprehensive income (loss).

    At September 30, 2024, the Bank maintained capital ratios in excess of regulatory standards for well capitalized institutions. The Bank’s Tier 1 capital to average assets ratio was 10.06%, both common equity and Tier 1 capital to risk weighted assets were 13.64%, and total capital to risk weighted assets was 14.89%.  

    Wealth Management

    At September 30, 2024, our Wealth Management Division, which includes trust and investment advisory, totaled $1.8 billion in assets under management or advisory, as compared to $1.6 billion at December 31, 2023, a 13.4% increase. Trust and investment advisory income for the quarter ended September 30, 2024 reached $3.1 million and represented an increase of 20.0%, or $521 thousand, as compared to $2.6 million for the quarter ended September 30, 2023.

    The breakdown of trust and investment advisory assets as of September 30, 2024 and December 31, 2023, respectively, is as follows:

    ORANGE COUNTY BANCORP, INC.
    SUMMARY OF AUM/AUA
    (UNAUDITED)
    (Dollar Amounts in thousands)
      At September 30, 2024   At December 31, 2023
      Amount   Percent   Amount   Percent
    Investment Assets Under Management & Advisory $ 1,107,182   61.78 %   $ 909,384   57.56 %
    Trust Asset Under Administration & Management   684,937   38.22 %     670,515   42.44 %
    Total $ 1,792,119   100.00 %   $ 1,579,899   100.00 %
                   

    Loan Quality

    At September 30, 2024, the Bank had total non-performing loans of $11.2 million, or 0.62% of total loans. Total non-accrual loans represented approximately $10.9 million of loans as of September 30, 2024, compared to $4.4 million at December 31, 2023. The increase in non-accrual loans was primarily the result of one $10.7 million commercial real estate participation which remains non-performing and in non-accrual status at quarter end.

    On October 25, 2024, the Bank filed a civil complaint in the United States District Court for the District of New Jersey against the lead lender, Valley National Bank, of the non-performing commercial real estate loan participation noted above. This action cites breach of contract and other claims related to the participation agreement with the lead lender. The lawsuit requests damages and demands repurchase by the lead lender of the participated loan amount in accordance with the rights available under the terms of the participation agreement.

    Liquidity

    Management believes the Bank has the necessary liquidity to meet normal business needs. The Bank uses a variety of resources to manage its liquidity position. These include short term investments, cash from lending and investing activities, core-deposit growth, and non-core funding sources, such as time deposits exceeding $250,000, brokered deposits, FHLBNY advances, and other borrowings. As of September 30, 2024, the Bank’s cash and due from banks totaled $160.9 million. The Bank maintains an investment portfolio of securities available for sale, comprised mainly of US Government agency and treasury securities, Small Business Administration loan pools, mortgage-backed securities, and municipal bonds. Although the portfolio generates interest income for the Bank, it also serves as an available source of liquidity and funding. As of September 30, 2024, the Bank’s investment in securities available for sale was $477.8 million, of which $24.2 million was not pledged as collateral and additional $45.5 million with the Federal Reserve which is not specifically designated to any borrowings. Additionally, as of September 30, 2024, the Bank’s overnight advance line capacity at the Federal Home Loan Bank of New York was $577.6 million, of which $76.0 million was used to collateralize municipal deposits and $10.0 million was utilized for long term advances. As of September 30, 2024, the Bank’s unused borrowing capacity at the FHLBNY was $491.6 million. The Bank also maintains additional borrowing capacity of $20 million with other correspondent banks. Additional funding is available to the Bank through the discount window lending by the Federal Reserve.   At September 30, 2024, the Bank was utilizing $50 million of funding through the Bank Term Funding Program from the Federal Reserve under a one-year facility.

    The Bank also considers brokered deposits an element of its deposit strategy. As of September 30, 2024, the Bank had brokered deposit arrangements with various terms totaling $107.3 million.

    Non-GAAP Financial Measure Reconciliations      
    The following table reconciles, as of the dates set forth below, stockholders’ equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per share.
           
      September 30, 2024   December 31, 2023
      (Dollars in thousands except for share data)
    Tangible Common Equity:      
    Total stockholders’ equity $ 193,094     $ 165,376  
    Adjustments:      
    Goodwill   (5,359 )     (5,359 )
    Other intangible assets   (892 )     (1,107 )
    Tangible common equity $ 186,843     $ 158,910  
    Common shares outstanding   5,674,126       5,651,311  
    Book value per common share $ 34.03     $ 29.26  
    Tangible book value per common share $ 32.93     $ 28.12  
           
    Tangible Assets      
    Total assets $ 2,519,099     $ 2,485,468  
    Adjustments:      
    Goodwill   (5,359 )     (5,359 )
    Other intangible assets   (892 )     (1,107 )
    Tangible assets $ 2,512,848     $ 2,479,002  
    Tangible common equity to tangible assets   7.44 %     6.41 %
           

    About Orange County Bancorp, Inc

    Orange County Bancorp, Inc. is the parent company of Orange Bank & Trust Company and Hudson Valley Investment Advisors, Inc. Orange Bank & Trust Company is an independent bank that began with the vision of 14 founders over 125 years ago. It has grown through innovation and an unwavering commitment to its community and business clientele to approximately $2.5 billion in total assets. Hudson Valley Investment Advisors, Inc. is a Registered Investment Advisor in Goshen, NY. It was founded in 1996 and acquired by the Company in 2012.

    Forward Looking Statements

    Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, including, but not limited to, those related to the real estate and economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, inflation, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, increased levels of loan delinquencies, problem assets and foreclosures, credit risk management, asset-liability management, cybersecurity risks, geopolitical conflicts, public health issues, the financial and securities markets and the availability of and costs associated with sources of liquidity.

    The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

    For further information:
    Michael Lesler
    EVP & Chief Financial Officer
    mlesler@orangebanktrust.com
    Phone: (845) 341-5111

    ORANGE COUNTY BANCORP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
    (UNAUDITED)
      (Dollar Amounts in thousands except per share data)
               
          September 30, 2024   December 31, 2023
               
        ASSETS      
               
    Cash and due from banks $ 160,872     $ 147,383  
    Investment securities – available-for-sale   469,532       489,948  
    (Amortized cost $529,161 at September 30, 2024 and $560,994 at December 31, 2023)    
    Restricted investment in bank stocks   8,267       14,525  
    Loans   1,796,094       1,747,062  
    Allowance for credit losses   (31,023 )     (25,182 )
      Loans, net   1,765,071       1,721,880  
               
    Premises and equipment, net   15,624       16,160  
    Accrued interest receivable   10,007       5,934  
    Bank owned life insurance   41,993       41,447  
    Goodwill   5,359       5,359  
    Intangible assets   892       1,107  
    Other assets   41,482       41,725  
               
        TOTAL ASSETS $ 2,519,099     $ 2,485,468  
               
        LIABILITIES AND STOCKHOLDERS’ EQUITY      
               
    Deposits:      
      Noninterest bearing $ 690,419     $ 699,203  
      Interest bearing   1,449,604       1,339,546  
        Total deposits   2,140,023       2,038,749  
               
    FHLB advances, short term   82,000       224,500  
    FHLB advances, long term   10,000       10,000  
    BTFP borrowing   50,000        
    Subordinated notes, net of issuance costs   19,573       19,520  
    Accrued expenses and other liabilities   24,409       27,323  
               
        TOTAL LIABILITIES   2,326,005       2,320,092  
               
        STOCKHOLDERS’ EQUITY      
               
    Common stock, $0.50 par value; 15,000,000 shares authorized;      
      5,683,304 issued; 5,674,126 and 5,651,311 outstanding,      
      at September 30, 2024 and December 31, 2023, respectively   2,842       2,842  
    Surplus   120,874       120,392  
    Retained Earnings   124,174       107,361  
    Accumulated other comprehensive income (loss), net of taxes   (54,386 )     (64,108 )
    Treasury stock, at cost; 9,178 and 31,993 shares at September 30,      
      2024 and December 31, 2023, respectively   (410 )     (1,111 )
        TOTAL STOCKHOLDERS’ EQUITY   193,094       165,376  
               
        TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,519,099     $ 2,485,468  
               
    ORANGE COUNTY BANCORP, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (UNAUDITED)
    (Dollar Amounts in thousands except per share data)
          For Three Months Ended September 30,   Nine Months Ended September 30,
          2024   2023   2024   2023
    INTEREST INCOME              
      Interest and fees on loans $ 26,375   $ 24,682   $ 78,767   $ 70,398
      Interest on investment securities:              
        Taxable   2,645     3,150     8,976     9,570
        Tax exempt   573     564     1,722     1,721
      Interest on Federal funds sold and other   1,843     1,703     5,556     4,514
                       
        TOTAL INTEREST INCOME   31,436     30,099     95,021     86,203
                       
    INTEREST EXPENSE              
      Savings and NOW accounts   5,432     3,506     15,167     9,081
      Time deposits   1,213     1,954     5,741     3,893
      FHLB advances and borrowings   1,593     1,907     4,734     6,295
      Note payable              
      Subordinated notes   230     231     691     692
        TOTAL INTEREST EXPENSE   8,468     7,598     26,333     19,961
                       
        NET INTEREST INCOME   22,968     22,501     68,688     66,242
                       
    Provision for credit losses   7,191     837     7,761     7,406
        NET INTEREST INCOME AFTER              
        PROVISION FOR CREDIT LOSSES   15,777     21,664     60,927     58,836
                       
    NONINTEREST INCOME              
      Service charges on deposit accounts   270     210     737     588
      Trust income   1,379     1,266     4,000     3,707
      Investment advisory income   1,741     1,333     4,966     3,819
      Investment securities gains(losses)               107
      Earnings on bank owned life insurance   39     243     551     725
      Other   745     168     1,413     730
        TOTAL NONINTEREST INCOME   4,174     3,220     11,667     9,676
                       
    NONINTEREST EXPENSE              
      Salaries   6,687     6,135     20,298     18,606
      Employee benefits   2,269     1,752     6,695     5,359
      Occupancy expense   1,222     1,180     3,547     3,614
      Professional fees   1,557     799     4,330     3,512
      Directors’ fees and expenses   584     295     781     682
      Computer software expense   1,526     1,233     4,191     3,714
      FDIC assessment   210     463     978     1,023
      Advertising expenses   364     364     1,166     1,074
      Advisor expenses related to trust income   30     30     95     89
      Telephone expenses   190     184     565     534
      Intangible amortization   71     71     214     214
      Other   1,237     1,084     3,884     3,644
        TOTAL NONINTEREST EXPENSE   15,947     13,590     46,744     42,065
                       
      Income before income taxes   4,004     11,294     25,850     26,447
                       
    Provision for income taxes   788     2,256     5,131     5,093
        NET INCOME $ 3,216   $ 9,038   $ 20,719   $ 21,354
                       
    Basic and diluted earnings per share $ 0.57   $ 1.61   $ 3.67   $ 3.79
                       
    Weighted average shares outstanding   5,653,904     5,629,642     5,643,591     5,628,036
                       
    ORANGE COUNTY BANCORP, INC.
    NET INTEREST MARGIN ANALYSIS
    (UNAUDITED)
    (Dollar Amounts in thousands)
                           
      Three Months Ended September 30,
      2024   2023
      Average Balance   Interest   Average Rate   Average Balance   Interest   Average Rate
    Assets:                      
    Loans Receivable (net of PPP) $ 1,759,989     $ 26,372     5.94 %   $ 1,697,745     $ 24,677   5.77 %
    PPP Loans   186       3     6.40 %     996       5   1.99 %
    Investment securities   463,347       3,252     2.78 %     495,803       3,466   2.77 %
    Due from banks   160,563       1,843     4.55 %     154,335       1,703   4.38 %
    Other   7,601       (34 )   -1.77 %     10,299       248   9.55 %
    Total interest earning assets   2,391,686       31,436     5.21 %     2,359,178       30,099   5.06 %
    Non-interest earning assets   94,476               96,894          
    Total assets $ 2,486,162             $ 2,456,072          
                           
    Liabilities and equity:                      
    Interest-bearing demand accounts $ 370,442     $ 425     0.46 %   $ 334,658     $ 332   0.39 %
    Money market accounts   695,516       4,083     2.33 %     632,300       2,551   1.60 %
    Savings accounts   256,934       924     1.43 %     242,627       623   1.02 %
    Certificates of deposit   116,817       1,213     4.12 %     176,369       1,954   4.40 %
    Total interest-bearing deposits   1,439,709       6,645     1.83 %     1,385,954       5,460   1.56 %
    FHLB Advances and other borrowings   127,197       1,593     4.97 %     140,560       1,907   5.38 %
    Subordinated notes   19,561       230     4.66 %     19,490       231   4.70 %
    Total interest bearing liabilities   1,586,467       8,468     2.12 %     1,546,004       7,598   1.95 %
    Non-interest bearing demand accounts   688,138               736,313          
    Other non-interest bearing liabilities   25,947               23,279          
    Total liabilities   2,300,552               2,305,596          
    Total shareholders’ equity   185,610               150,476          
    Total liabilities and shareholders’ equity $ 2,486,162             $ 2,456,072          
                           
    Net interest income     $ 22,968             $ 22,501    
    Interest rate spread 1         3.10 %           3.11 %
    Net interest margin 2         3.81 %           3.78 %
    Average interest earning assets to interest-bearing liabilities   150.8 %             152.6 %        
                           
    Notes:                      
    The Interest rate spread is the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities
    Net interest margin is the annualized net interest income divided by average interest-earning assets          
                           
    ORANGE COUNTY BANCORP, INC.
    NET INTEREST MARGIN ANALYSIS
    (UNAUDITED)
    (Dollar Amounts in thousands)
                           
      Nine Months Ended September 30,
      2024   2023
      Average Balance   Interest   Average Rate   Average Balance   Interest   Average Rate
    Assets:                      
    Loans Receivable (net of PPP) $ 1,742,193     $ 78,761   6.02 %   $ 1,668,967     $ 70,374   5.64 %
    PPP Loans   197       6   4.06 %     1,440       24   2.23 %
    Investment securities   470,701       10,048   2.84 %     514,011       10,575   2.75 %
    Due from banks   156,899       5,556   4.72 %     139,539       4,514   4.33 %
    Other   7,945       650   10.90 %     11,268       716   8.50 %
    Total interest earning assets   2,377,935       95,021   5.32 %     2,335,225       86,203   4.94 %
    Non-interest earning assets   96,047               95,597          
    Total assets $ 2,473,982             $ 2,430,822          
                           
    Liabilities and equity:                      
    Interest-bearing demand accounts $ 375,124     $ 1,348   0.48 %   $ 336,801     $ 875   0.35 %
    Money market accounts   660,795       11,233   2.26 %     623,039       6,471   1.39 %
    Savings accounts   249,013       2,586   1.38 %     251,588       1,735   0.92 %
    Certificates of deposit   170,079       5,741   4.50 %     147,750       3,893   3.52 %
    Total interest-bearing deposits   1,455,011       20,908   1.91 %     1,359,178       12,974   1.28 %
    FHLB Advances and other borrowings   123,880       4,734   5.09 %     164,434       6,295   5.12 %
    Subordinated notes   19,544       691   4.71 %     19,472       692   4.75 %
    Total interest bearing liabilities   1,598,435       26,333   2.19 %     1,543,084       19,961   1.73 %
    Non-interest bearing demand accounts   674,727               717,067          
    Other non-interest bearing liabilities   26,701               22,988          
    Total liabilities   2,299,863               2,283,139          
    Total shareholders’ equity   174,119               147,683          
    Total liabilities and shareholders’ equity $ 2,473,982             $ 2,430,822          
                           
    Net interest income     $ 68,688           $ 66,242    
    Interest rate spread 1         3.13 %           3.21 %
    Net interest margin 2         3.85 %           3.79 %
    Average interest earning assets to interest-bearing liabilities   148.8 %             151.3 %        
                           
    Notes:                      
    The Interest rate spread is the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities
    2  Net interest margin is the annualized net interest income divided by average interest-earning assets          
                           
    ORANGE COUNTY BANCORP, INC.
    SELECTED RATIOS AND OTHER DATA
    (UNAUDITED)
     
      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
    Performance Ratios:              
    Return on average assets (1) 0.52 %   1.47 %   1.12 %   1.17 %
    Return on average equity (1) 6.93 %   24.03 %   15.87 %   19.28 %
    Interest rate spread (2) 3.10 %   3.11 %   3.13 %   3.21 %
    Net interest margin (3) 3.81 %   3.78 %   3.85 %   3.79 %
    Dividend payout ratio (4) 40.44 %   14.33 %   18.79 %   18.18 %
    Non-interest income to average total assets 0.67 %   0.52 %   0.63 %   0.53 %
    Non-interest expenses to average total assets 2.57 %   2.21 %   2.52 %   2.31 %
    Average interest-earning assets to average interest-bearing liabilities 150.76 %   152.60 %   148.77 %   151.33 %
                   
      At   At        
      September 30, 2024   December 31, 2023        
    Asset Quality Ratios:              
    Non-performing assets to total assets 0.44 %   0.18 %        
    Non-performing loans to total loans 0.62 %   0.25 %        
    Allowance for credit losses to non-performing loans 277.76 %   568.83 %        
    Allowance for credit losses to total loans 1.73 %   1.44 %        
                   
    Capital Ratios (5):              
    Total capital (to risk-weighted assets) 14.89 %   14.16 %        
    Tier 1 capital (to risk-weighted assets) 13.64 %   12.91 %        
    Common equity tier 1 capital (to risk-weighted assets) 13.64 %   12.91 %        
    Tier 1 capital (to average assets) 10.06 %   9.42 %        
                   
    Notes:              
    (1) Annualized for the three and nine month periods ended September 30, 2024 and 2023, respectively.
    (2) Represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the periods.
    (3) The net interest margin represents net interest income as a percent of average interest-earning assets for the periods.
    (4) The dividend payout ratio represents dividends paid per share divided by net income per share.
    (5) Ratios are for the Bank only.
                   
    ORANGE COUNTY BANCORP, INC.
    SELECTED OPERATING DATA
    (UNAUDITED)
    (Dollar Amounts in thousands except per share data)
      Three Months Ended September 30,   Nine Months Ended September 30,
      2024   2023   2024   2023
    Interest income $ 31,436   $ 30,099   $ 95,021   $ 86,203
    Interest expense   8,468     7,598     26,333     19,961
    Net interest income   22,968     22,501     68,688     66,242
    Provision for credit losses   7,191     837     7,761     7,406
    Net interest income after provision for credit losses   15,777     21,664     60,927     58,836
    Noninterest income   4,174     3,220     11,667     9,676
    Noninterest expenses   15,947     13,590     46,744     42,065
    Income before income taxes   4,004     11,294     25,850     26,447
    Provision for income taxes   788     2,256     5,131     5,093
    Net income $ 3,216   $ 9,038   $ 20,719   $ 21,354
                   
    Basic and diluted earnings per share $ 0.57   $ 1.61   $ 3.67   $ 3.79
    Weighted average common shares outstanding   5,653,904     5,629,642     5,643,591     5,628,036
                   
      At   At        
      September 30, 2024   December 31, 2023        
    Book value per share $ 34.03   $ 29.26        
    Net tangible book value per share (1) $ 32.93   $ 28.12        
    Outstanding common shares   5,674,126     5,651,311        
                   
    Notes:              
    (1)      Net tangible book value represents the amount of total tangible assets reduced by our total liabilities. Tangible assets are calculated by reducing total assets, as defined by GAAP, by $5,359 in goodwill and $892, and $1,107 in other intangible assets for September 30, 2024 and December 31, 2023, respectively.
                   
    ORANGE COUNTY BANCORP, INC.
    LOAN COMPOSITION
    (UNAUDITED)
    (Dollar Amounts in thousands)
      At September 30, 2024   At December 31, 2023
      Amount   Percent   Amount   Percent
    Commercial and industrial (a) $ 251,484   14.00 %   $ 273,562   15.66 %
    Commercial real estate   1,334,580   74.30 %     1,259,356   72.08 %
    Commercial real estate construction   78,227   4.36 %     85,725   4.91 %
    Residential real estate   74,462   4.15 %     78,321   4.48 %
    Home equity   16,064   0.89 %     13,546   0.78 %
    Consumer   41,277   2.30 %     36,552   2.09 %
    Total loans   1,796,094   100.00 %     1,747,062   100.00 %
    Allowance for loan losses   31,023         25,182    
    Total loans, net $ 1,765,071       $ 1,721,880    
                   
    (a) – Includes PPP loans of: $ 181       $ 215    
                   
    ORANGE COUNTY BANCORP, INC.
    DEPOSITS BY ACCOUNT TYPE
    (UNAUDITED)
    (Dollar Amounts in thousands)
      At September 30, 2024   At December 31, 2023
      Amount   Percent   Average Rate   Amount   Percent   Average Rate
    Noninterest-bearing demand accounts $ 690,419   32.26 %   0.00 %   $ 699,203   34.30 %   0.00 %
    Interest bearing demand accounts   342,306   16.00 %   0.49 %     304,892   14.95 %   0.49 %
    Money market accounts   707,065   33.04 %   2.27 %     584,976   28.69 %   2.04 %
    Savings accounts   258,302   12.07 %   1.39 %     228,161   11.19 %   1.19 %
    Certificates of Deposit   141,931   6.63 %   4.06 %     221,517   10.87 %   4.57 %
    Total $ 2,140,023   100.00 %   1.27 %   $ 2,038,749   100.00 %   1.29 %
                           
    ORANGE COUNTY BANCORP, INC.
    NON-PERFORMING ASSETS
    (UNAUDITED)
      (Dollar Amounts in thousands)
           
      September 30, 2024   December 31, 2023
           
    Non-accrual loans:      
    Commercial and industrial $ 199     $ 556  
    Commercial real estate   10,725       2,692  
    Commercial real estate construction          
    Residential real estate   8       1,179  
    Home equity          
    Consumer          
    Total non-accrual loans   10,932       4,427  
    Accruing loans 90 days or more past due:      
    Commercial and industrial   237        
    Commercial real estate          
    Commercial real estate construction          
    Residential real estate          
    Home equity          
    Consumer          
    Total loans 90 days or more past due   237        
    Total non-performing loans   11,169       4,427  
    Other real estate owned          
    Other non-performing assets          
    Total non-performing assets $ 11,169     $ 4,427  
           
    Ratios:      
    Total non-performing loans to total loans   0.62 %     0.25 %
    Total non-performing loans to total assets   0.44 %     0.18 %
    Total non-performing assets to total assets   0.44 %     0.18 %
           
    Notes:      
    1 – Includes non-accruing TDRs: $     $ 2,391  
           

    The MIL Network

  • MIL-OSI: Employers Holdings, Inc. Reports Third Quarter 2024 Results and Declares Regular Quarterly Dividend of $0.30 per Share

    Source: GlobeNewswire (MIL-OSI)

    RENO, Nev., Oct. 30, 2024 (GLOBE NEWSWIRE) — Employers Holdings, Inc. (the “Company”) (NYSE:EIG), a holding company with subsidiaries that are specialty providers of workers’ compensation insurance and services focused on small and mid-sized businesses engaged in low-to-medium hazard industries, today reported financial results for its third quarter ended September 30, 2024.

    Financial Highlights:
    (All comparisons vs. the third quarter of 2023).

    • Net income per diluted share increased by 124%, from $0.54 to $1.21,
    • Adjusted net income per diluted share increased 19%, from $0.68 to $0.81,
    • Gross premiums written decreased 8%, from $196.2 million to $181.2 million,
    • Net premiums earned increased 1%, from $184.6 million to $186.6 million,
    • Underwriting and general and administrative expense ratio of 23.2%, versus 23.6%,
    • GAAP combined ratio of 100.4% (101.2% excluding LPT), versus 100.3% (101.3% excluding LPT),
    • Net investment income increased 3%, from $25.9 million to $26.6 million, and
    • Record number of ending policies in-force of 129,879.

    Management Commentary

    Chief Executive Officer Katherine Antonello commented: “Higher earned premiums, strong net investment income and continued net investment gains drove year-over-year increases in revenue of 10% and 6% for the third quarter and the first nine months of 2024. We also ended the period with yet another record number of policies in-force, which were up 3% year-over-year.

    During the quarter we grew our new and renewal premiums, but reductions in final audit premiums and endorsements more than offset that growth.

    Our current accident year loss and LAE ratio was 63.9%, slightly above the loss and LAE ratio we maintained throughout 2023 and consistent with that of 2022. As was the case in the third quarter of 2023, we did not recognize any prior year loss reserve development on our voluntary business because a full actuarial study was not performed. We will evaluate our prior year reserves in more detail at year-end when we routinely perform a full reserve study.

    Our commission expense ratio was 14.1%, versus 14.5% a year ago. The reduction in this ratio was largely attributable to a decrease in anticipated 2024 agency incentives, which are specific to individual contracts and vary with agency targets. Our underwriting and general and administrative expense ratio was 23.2%, down from 23.6% a year ago. The reduction in this ratio was primarily the result of the Cerity integration plan we executed in the fourth quarter of 2023.

    Our resulting combined ratio excluding LPT was 101.2% for the third quarter, versus 101.3%, a year ago.

    Our net investment income was $26.6 million, up 3% from a year ago. When considering the $1.0 million of interest expense we incurred in the third quarter of 2023 through our Federal Home Loan Bank leveraged investment strategy, which we unwound during the fourth quarter of 2023, our net investment income was actually up 7% year-over-year.

    Lastly, our strong operating results, coupled with our proactive and opportunistic management of our investment portfolio and our capital position, contributed to year-over year increases of 27% and 24% in our book value per share and book value per share including the deferred gain, respectively. As a result, our balance sheet is strong, our underwriting capital is abundant and our confidence in the Company’s future operations remains high.”

    Summary of Third Quarter 2024 Results

    (All comparisons vs. the third quarter of 2023, unless otherwise noted).

    Gross premiums written were $181.2 million, a decrease of 8%. The decrease was due to higher new and renewal business writings being more than offset by lower final audit premiums and endorsements. Net premiums earned were $186.6 million, an increase of 1%.

    Losses and loss adjustment expenses were $117.7 million, an increase of 2%. The increase was primarily due to higher earned premiums and a slightly higher current accident year loss and loss adjustment expense estimate. The Company’s loss and loss adjustment expense ratio was 63.1% (63.9% excluding LPT), versus 62.2% (63.2% excluding LPT).

    Commission expenses were $26.4 million, a decrease of 1%. The Company’s commission expense ratio was 14.1%, versus 14.5% a year ago.

    Underwriting and general and administrative expenses were $43.2 million, a decrease of 1%. The Company’s underwriting and general and administrative expense ratio was 23.2%, versus 23.6% a year ago. The decrease primarily related to lower professional fees and information technology expenses, partially offset by higher bad debt expense.

    Net investment income was $26.6 million, an increase of 2.7%. The increase was primarily due to higher yields on our fixed maturity securities.

    Net realized and unrealized gains (losses) on investments reflected on the income statement were $10.9 million, versus $(7.1) million.

    Interest and financing expenses were less than $0.1 million, versus $1.0 million. The decrease resulted from the unwinding of our former FHLB leveraged investment strategy.

    Income tax expense was $6.4 million (17.4% effective rate), versus $3.4 million (19.5% effective rate). The effective rates during each of the periods included income tax benefits and exclusions associated with tax-advantaged investment income, LPT adjustments, deferred gain amortization and related adjustments and tax credits utilized.

    The Company’s book value per share including the deferred gain of $47.99 increased 24.0% year-over-year and 7.5% during the third quarter of 2024, computed after considering dividends declared. During the third quarter this measure was favorably impacted by $52.2 million of after-tax unrealized gains arising from fixed maturity securities (which are reflected on the balance sheet) and $10.1 million of net after tax unrealized gains arising from equity securities and other investments (which are reflected on the income statement). The Company’s adjusted book value per share of $49.83 increased by 11.5% year-over-year and 2.5% during the third quarter of 2024, computed after considering dividends declared. During the third quarter this measure was favorably impacted by the net after tax unrealized gains arising from equity securities and other investments previously described.

    Share Repurchases and Fourth Quarter 2024 Dividend Declaration

    During the third quarter of 2024, the Company repurchased 163,221 shares of its common stock at an average price of $45.27 per share. During the period from October 1, 2024 through October 29, 2024, the Company repurchased a further 20,602 shares of its common stock at an average price of $47.45 per share. The Company currently has a remaining share repurchase authorization of $38.6 million.

    On October 30, 2024, the Company’s Board of Directors declared a regular quarterly dividend of $0.30. The dividend is payable on November 27, 2024 to stockholders of record as of November 13, 2024.

    Earnings Conference Call and Webcast

    The Company will host a conference call on Thursday, October 31, 2024 at 11:00 a.m. Eastern Daylight Time / 8:00 a.m. Pacific Daylight Time.

    To participate in the live conference call, you must first register here. Once registered you will receive dial-in numbers and a unique PIN number.

    The webcast will be accessible on the Company’s website at www.employers.com through the “Investors” link.

    Reconciliation of Non-GAAP Financial Measures to GAAP

    The information in this press release should be read in conjunction with the Financial Supplement that is attached to this press release and available on our website.

    Within this earnings release we present various financial measures, some of which are “non-GAAP financial measures” as defined in Regulation G pursuant to Section 401 of the Sarbanes – Oxley Act of 2002. A description of these non-GAAP financial measures, as well as a reconciliation of such non-GAAP measures to our most directly comparable GAAP financial measures is included in the attached Financial Supplement. Management believes that these non-GAAP measures are important to the Company’s investors, analysts and other interested parties who benefit from having an objective and consistent basis for comparison with other companies within our industry. Management further believes that these measures are more relevant than comparable GAAP measures in evaluating our financial performance.

    Forward-Looking Statements

    In this press release, the Company and its management discuss and make statements based on currently available information regarding their intentions, beliefs, current expectations, and projections of, among other things, the Company’s future performance, economic or market conditions, including current or future levels of inflation, changes in interest rates, labor market expectations, catastrophic events or geo-political conditions, legislative or regulatory actions or court decisions, business growth, retention rates, loss costs, claim trends and the impact of key business initiatives, future technologies and planned investments. Certain of these statements may constitute “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and are often identified by words such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “target,” “project,” “intend,” “believe,” “estimate,” “predict,” “potential,” “pro forma,” “seek,” “likely,” or “continue,” or other comparable terminology and their negatives. The Company and its management caution investors that such forward-looking statements are not guarantees of future performance. Risks and uncertainties are inherent in the Company’s future performance. Factors that could cause the Company’s actual results to differ materially from those indicated by such forward-looking statements include, among other things, those discussed or identified from time to time in the Company’s public filings with the Securities and Exchange Commission (SEC), including the risks detailed in the Company’s Quarterly Reports on Form 10-Q and the Company’s Annual Reports on Form 10-K. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

    Filings with the SEC

    The Company’s filings with the SEC and its quarterly investor presentations can be accessed through the “Investors” link on the Company’s website, www.employers.com. The Company’s filings with the SEC can also be accessed through the SEC’s EDGAR Database at www.sec.gov (EDGAR CIK No. 0001379041).

    About Employers Holdings, Inc.

    Employers Holdings, Inc. (NYSE: EIG), is a holding company with subsidiaries that are specialty providers of workers’ compensation insurance and services (collectively “EMPLOYERS®”) focused on small and mid-sized businesses engaged in low-to-medium hazard industries. EMPLOYERS leverages over a century of experience to deliver comprehensive coverage solutions that meet the unique needs of its customers. Drawing from its long history and extensive knowledge, EMPLOYERS empowers businesses by protecting their most valuable asset – their employees – through exceptional claims management, loss control, and risk management services, creating safer work environments.

    EMPLOYERS is also proud to offer Cerity®, which is focused on providing digital-first, direct-to-consumer workers’ compensation insurance solutions with fast, and affordable coverage options through a user-friendly online platform.

    EMPLOYERS operates throughout the United States, apart from four states that are served exclusively by their state funds. Insurance is offered through Employers Insurance Company of Nevada, Employers Compensation Insurance Company, Employers Preferred Insurance Company, Employers Assurance Company and Cerity Insurance Company, all rated A- (Excellent) by A.M. Best. Not all companies do business in all jurisdictions. EIG Services, Inc., and Cerity Services, Inc., are subsidiaries of Employers Holdings, Inc. EMPLOYERS® is a registered trademark of EIG Services, Inc., and Cerity® is a registered trademark of Cerity Services, Inc. For more information, please visit www.employers.com and www.cerity.com.

    Contact Information

    Mike Paquette (775) 327-2562 or mpaquette@employers.com

     
    EMPLOYERS HOLDINGS, INC.
    Table of Contents
     
      Page      
             
      1   Consolidated Financial Highlights  
             
      2   Summary Consolidated Balance Sheets  
             
      3   Summary Consolidated Income Statements  
             
      4   Return on Equity  
             
      5   Combined Ratios  
             
      6   Roll-forward of Unpaid Losses and LAE  
             
      7   Consolidated Investment Portfolio  
             
      8   Book Value Per Share  
             
      9   Earnings Per Share  
             
      10   Non-GAAP Financial Measures  
             
       
    EMPLOYERS HOLDINGS, INC.
    Consolidated Financial Highlights (unaudited)
    $ in millions, except per share amounts
     
       
        Three Months Ended   Nine Months Ended
        September 30,   September 30,
          2024       2023     % change     2024       2023     % change
    Selected financial highlights:                        
    Gross premiums written   $ 181.2     $ 196.2       (8 )%   $ 599.9     $ 589.5       2 %
    Net premiums written     179.6       194.5       (8 )     594.8       584.2       2  
    Net premiums earned     186.6       184.6       1       559.3       534.4       5  
    Net investment income     26.6       25.9       3       80.3       80.3        
    Net income excluding LPT(1)     28.8       12.1       138       84.5       66.6       27  
    Adjusted net income(1)     20.2       17.7       14       65.1       65.6       (1 )
    Net Income before income taxes     36.7       17.4       111       112.1       90.3       24  
    Net Income     30.3       14.0       116       90.3       72.5       25  
    Comprehensive income (loss)     84.0       (12.1 )     794       131.0       54.8       139  
    Total assets                 3,617.3       3,527.0       3  
    Stockholders’ equity                 1,093.4       919.0       19  
    Stockholders’ equity including the Deferred Gain(2)                 1,187.2       1,019.2       16  
    Adjusted stockholders’ equity(2)                 1,232.5       1,175.8       5  
    Annualized adjusted return on stockholders’ equity(3)     6.6 %     6.0 %     10 %     7.1 %     7.4 %     (4) %
    Amounts per share:                        
    Cash dividends declared per share   $ 0.30     $ 0.28       7 %   $ 0.88     $ 0.82       7 %
    Earnings per diluted share(4)     1.21       0.54       124       3.57       2.71       32  
    Earnings per diluted share excluding LPT(4)     1.15       0.46       150       3.34       2.49       34  
    Adjusted earnings per diluted share(4)     0.81       0.68       19       2.57       2.45       5  
    Book value per share(2)                 44.20       35.73       24  
    Book value per share including the Deferred Gain(2)                 47.99       39.63       21  
    Adjusted book value per share(2)                 49.83       45.72       9  
    Combined ratio excluding LPT:(5):                        
    Loss and loss adjustment expense ratio:                        
    Current Year     63.9 %     63.3 %         64.0 %     63.4 %    
    Prior Year           (0.1 )         (1.7 )     (3.8 )    
    Loss and loss adjustment expense ratio     63.9 %     63.2 %         62.3 %     59.6 %    
    Commission expense ratio     14.1 %     14.5 %         14.1 %     13.8 %    
    Underwriting and general and administrative expense ratio     23.2 %     23.6 %         23.3 %     25.0 %    
    Combined ratio excluding LPT     101.2 %     101.3 %         99.7 %     98.4 %    
                             
                             
    (1) See Page 3 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.  
    (2) See Page 8 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.  
    (3) See Page 4 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.  
    (4) See Page 9 for description and calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.  
    (5) See Pages 5 for details and Page 10 for information regarding our use of Non-GAAP Financial Measures.  
     
    EMPLOYERS HOLDINGS, INC.
    Summary Consolidated Balance Sheets (unaudited)
    $ in millions, except per share amounts
     
        September 30,
    2024
      December 31,
    2023
    ASSETS        
    Investments, cash and cash equivalents   $ 2,601.5     $ 2,504.7  
    Accrued investment income     15.8       16.3  
    Premiums receivable, net     378.8       359.4  
    Reinsurance recoverable, net of allowance, on paid and unpaid losses and LAE     418.8       433.8  
    Deferred policy acquisition costs     60.9       55.6  
    Deferred income tax asset, net     26.2       43.4  
    Contingent commission receivable—LPT Agreement           14.2  
    Other assets     115.3       123.0  
    Total assets   $ 3,617.3     $ 3,550.4  
             
    LIABILITIES        
    Unpaid losses and LAE   $ 1,836.5     $ 1,884.5  
    Unearned premiums     412.5       379.7  
    Commissions and premium taxes payable     65.4       66.0  
    Deferred Gain     93.8       99.2  
    Other liabilities     115.7       107.1  
    Total liabilities   $ 2,523.9     $ 2,536.5  
             
    STOCKHOLDERS’ EQUITY        
    Common stock and additional paid-in capital   $ 423.1     $ 420.4  
    Retained earnings     1,452.1       1,384.3  
    Accumulated other comprehensive loss     (45.3 )     (86.0 )
    Treasury stock, at cost     (736.5 )     (704.8 )
    Total stockholders’ equity     1,093.4       1,013.9  
    Total liabilities and stockholders’ equity   $ 3,617.3     $ 3,550.4  
             
    Stockholders’ equity including the Deferred Gain (1)   $ 1,187.2     $ 1,113.1  
    Adjusted stockholders’ equity (1)     1,232.5       1,199.1  
    Book value per share (1)   $ 44.20     $ 39.96  
    Book value per share including the Deferred Gain(1)     47.99       43.88  
    Adjusted book value per share (1)     49.83       47.26  
             
    (1) See Page 8 for calculations and Page 10 for information regarding our use of Non-GAAP Financial Measures.
     
    EMPLOYERS HOLDINGS, INC.
    Summary Consolidated Income Statements (unaudited)
    $ in millions
     
      Three Months Ended   Nine Months Ended
      September 30,   September 30,
        2024       2023       2024       2023  
    Revenues:      
    Net premiums earned $ 186.6     $ 184.6     $ 559.3     $ 534.4  
    Net investment income   26.6       25.9       80.3       80.3  
    Net realized and unrealized gains (losses) on investments(1)   10.9       (7.1 )     24.5       10.7  
    Other income (loss)   (0.1 )     0.1             (0.2 )
    Total revenues   224.0       203.5       664.1       625.2  
    Expenses:              
    Losses and LAE incurred   (117.7 )     (114.9 )     (343.0 )     (312.8 )
    Commission expense   (26.4 )     (26.7 )     (78.7 )     (73.8 )
    Underwriting and general and administrative expenses   (43.2 )     (43.5 )     (130.2 )     (133.7 )
    Interest and financing expenses         (1.0 )     (0.1 )     (5.2 )
    Other expenses                     (9.4 )
    Total expenses   (187.3 )     (186.1 )     (552.0 )     (534.9 )
    Net income before income taxes   36.7       17.4       112.1       90.3  
    Income tax expense   (6.4 )     (3.4 )     (21.8 )     (17.8 )
    Net Income   30.3       14.0       90.3       72.5  
    Unrealized AFS investment gains (losses) arising during the period, net of tax(2)   52.2       (27.0 )     35.7       (20.0 )
    Reclassification adjustment for net realized AFS investment losses in net income, net of tax(2)   1.5       0.9       5.0       2.3  
    Total comprehensive income (loss) $ 84.0     $ (12.1 )   $ 131.0     $ 54.8  
    Net Income $ 30.3     $ 14.0     $ 90.3     $ 72.5  
    Amortization of the Deferred Gain – losses   (1.5 )     (1.5 )     (4.6 )     (4.7 )
    Amortization of the Deferred Gain – contingent commission         (0.4 )     (0.8 )     (1.2 )
    LPT contingent commission adjustments               (0.4 )      
    Net income excluding LPT Agreement (3)   28.8       12.1       84.5       66.6  
    Net realized and unrealized (gains) losses on investments   (10.9 )     7.1       (24.5 )     (10.7 )
    Lease termination and asset impairment charges                     9.4  
    Income tax expense (benefit) related to items excluded from Net income   2.3       (1.5 )     5.1       0.3  
    Adjusted net income $ 20.2     $ 17.7     $ 65.1     $ 65.6  
                   
    (1) Includes net realized and unrealized gains (losses) on equity securities and other investments of $12.8 million and $(5.9) million for the three months ended September 30, 2024 and 2023, respectively, and $30.8 million and $13.6 million for the nine months ended September 30, 2024 and 2023, respectively.
    (2) AFS = Available for Sale securities.
    (3) See Page 10 regarding our use of Non-GAAP Financial Measures.              
     
    EMPLOYERS HOLDINGS, INC.
    Return on Equity (unaudited)
    $ in millions
     
        Three Months Ended   Nine Months Ended
        September 30,   September 30,
          2024       2023       2024       2023  
                     
    Net income A $ 30.3     $ 14.0     $ 90.3     $ 72.5  
    Impact of the LPT Agreement     (1.5 )     (1.9 )     (5.8 )     (5.9 )
    Net realized and unrealized (gains) losses on investments     (10.9 )     7.1       (24.5 )     (10.7 )
    Lease termination and asset impairment charges                       9.4  
    Income tax expense (benefit) related to items excluded from Net income     2.3       (1.5 )     5.1       0.3  
    Adjusted net income (1) B   20.2       17.7       65.1       65.6  
                     
    Stockholders’ equity – end of period   $ 1,093.4     $ 919.0     $ 1,093.4     $ 919.0  
    Stockholders’ equity – beginning of period     1,022.9       951.7       1,013.9       944.2  
    Average stockholders’ equity C   1,058.2       935.4       1,053.7       931.6  
                     
    Stockholders’ equity – end of period   $ 1,093.4     $ 919.0     $ 1,093.4     $ 919.0  
    Deferred Gain – end of period     93.8       100.2       93.8       100.2  
    Accumulated other comprehensive loss – end of period     57.3       198.2       57.3       198.2  
    Income taxes related to accumulated other comprehensive loss – end of period     (12.0 )     (41.6 )     (12.0 )     (41.6 )
    Adjusted stockholders’ equity – end of period     1,232.5       1,175.8       1,232.5       1,175.8  
    Adjusted stockholders’ equity – beginning of period     1,217.2       1,184.3       1,199.1       1,189.2  
    Average adjusted stockholders’ equity (1) D   1,224.9       1,180.1       1,215.8       1,182.5  
                     
    Return on stockholders’ equity A / C   2.9 %     1.5 %     8.6 %     7.8 %
    Annualized return on stockholders’ equity     11.5       6.0       11.4       10.4  
                     
    Adjusted return on stockholders’ equity (1) B / D   1.6 %     1.5 %     5.4 %     5.5 %
    Annualized adjusted return on stockholders’ equity (1)     6.6       6.0       7.1       7.4  
                     
    (1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.
     
    EMPLOYERS HOLDINGS, INC.
    Combined Ratios (unaudited)
    $ in millions, except per share amounts
     
        Three Months Ended   Nine Months Ended
        September 30,   September 30,
          2024       2023       2024       2023  
                     
    Net premiums earned A $ 186.6     $ 184.6     $ 559.3     $ 534.4  
    Losses and LAE incurred B   117.7       114.9       343.0       312.8  
    Amortization of deferred reinsurance gain – losses     1.5       1.5       4.6       4.7  
    Amortization of deferred reinsurance gain – contingent commission           0.4       0.8       1.2  
    LPT contingent commission adjustments                 0.4        
    Losses and LAE excluding LPT(1) C $ 119.2     $ 116.8     $ 348.8     $ 318.7  
    Prior year loss reserve development     (0.1 )     (0.1 )     (9.3 )     (20.0 )
    Losses and LAE excluding LPT – current accident year D $ 119.3     $ 116.9     $ 358.1     $ 338.7  
    Commission expense E $ 26.4     $ 26.7     $ 78.7     $ 73.8  
    Underwriting and general and administrative expense F $ 43.2     $ 43.5     $ 130.2     $ 133.7  
    GAAP combined ratio:                
    Loss and LAE ratio B/A   63.1 %     62.2 %     61.3 %     58.5 %
    Commission expense ratio E/A   14.1       14.5       14.1       13.8  
    Underwriting and general and administrative expense ratio F/A   23.2       23.6       23.3       25.0  
    GAAP combined ratio     100.4 %     100.3 %     98.7 %     97.3 %
    Combined ratio excluding LPT:(1)                
    Loss and LAE ratio excluding LPT C/A   63.9 %     63.2 %     62.3 %     59.6 %
    Commission expense ratio E/A   14.1       14.5       14.1       13.8  
    Underwriting and general and administrative expense ratio F/A   23.2       23.6       23.3       25.0  
    Combined ratio excluding LPT     101.2 %     101.3 %     99.7 %     98.4 %
    Combined ratio excluding LPT: current accident year:(1)                
    Loss and LAE ratio excluding LPT D/A   63.9 %     63.3 %     64.0 %     63.4 %
    Commission expense ratio E/A   14.1       14.5       14.1       13.8  
    Underwriting and general and administrative expenses ratio F/A   23.2       23.6       23.3       25.0  
    Combined ratio excluding LPT: current accident year     101.2 %     101.4 %     101.4 %     102.2 %
                     
    (1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.
     
    EMPLOYERS HOLDINGS, INC.
    Roll-forward of Unpaid Losses and LAE (unaudited)
    $ in millions
     
      Three Months Ended   Nine Months Ended
      September 30,   September 30,
        2024       2023       2024       2023  
               
    Unpaid losses and LAE at beginning of period $ 1,850.9     $ 1,927.2     $ 1,884.5     $ 1,960.7  
    Reinsurance recoverable, excluding CECL allowance, on unpaid losses and LAE   418.3       436.2       428.4       445.4  
    Net unpaid losses and LAE at beginning of period   1,432.6       1,491.0       1,456.1       1,515.3  
    Losses and LAE incurred:              
    Current year losses   119.3       116.9       358.0       338.7  
    Prior year losses on voluntary business               (9.3 )     (20.0 )
    Prior year losses on involuntary business   (0.1 )     (0.1 )            
    Total losses incurred   119.2       116.8       348.7       318.7  
    Losses and LAE paid:              
    Current year losses   38.3       32.0       69.2       64.1  
    Prior year losses   90.1       89.0       312.2       283.1  
    Total paid losses   128.4       121.0       381.4       347.2  
    Net unpaid losses and LAE at end of period   1,423.4       1,486.8       1,423.4       1,486.8  
    Reinsurance recoverable, excluding CECL allowance, on unpaid losses and LAE   413.1       426.6       413.1       426.6  
    Unpaid losses and LAE at end of period $ 1,836.5     $ 1,913.4     $ 1,836.5     $ 1,913.4  
                                   
    Total losses and LAE shown in the above table exclude amortization of the Deferred Gain and LPT contingent commission adjustments, which totaled $1.5 million and $1.9 million for the three months ended September 30, 2024 and 2023, respectively, and $5.8 million and $5.9 million for the nine months ended September 30, 2024 and 2023, respectively.
                                   
     
    EMPLOYERS HOLDINGS, INC.
    Consolidated Investment Portfolio (unaudited)
    $ in millions
     
        September 30, 2024   December 31, 2023
    Investment Positions:   Cost or Amortized
    Cost (1)
      Net Unrealized Gain (Loss)   Fair Value   %   Fair Value   %
    Fixed maturity securities   $ 2,124.6   $ (57.4 )   $ 2,065.8   79 %   $ 1,936.3   77 %
    Equity securities     150.4     111.5       261.9   10       217.2   9  
    Short-term investments     30.6           30.6   1       33.1   1  
    Other invested assets     88.8     10.9       99.7   4       91.5   4  
    Cash and cash equivalents     143.3           143.3   6       226.4   9  
    Restricted cash and cash equivalents     0.2           0.2         0.2    
    Total investments and cash   $ 2,537.9   $ 65.0     $ 2,601.5   100 %   $ 2,504.7   100 %
                             
    Breakout of Fixed Maturity Securities:                        
    U.S. Treasuries and agencies   $ 62.4   $ (0.3 )   $ 62.1   3 %   $ 60.5   3 %
    States and municipalities     181.2     1.8       183.0   9       210.2   11  
    Corporate securities     930.9     (24.6 )     905.7   44       895.8   46  
    Mortgage-backed securities     552.8     (32.4 )     520.1   25       426.0   22  
    Asset-backed securities     209.5     0.6       210.1   10       128.0   7  
    Collateralized loan obligations     53.3     (0.2 )     53.1   3       91.5   5  
    Bank loans and other     134.5     (2.3 )     131.7   6       124.3   6  
    Total fixed maturity securities   $ 2,124.6   $ (57.4 )   $ 2,065.8   100 %   $ 1,936.3   100 %
    Weighted average book yield     4.4%         4.3%  
    Average credit quality (S&P)     A+         A  
    Duration     4.2         4.5  
    (1) Amortized cost excludes allowance for current expected credit losses of $1.4 million.              
     
    EMPLOYERS HOLDINGS, INC.
    Book Value Per Share (unaudited)
    $ in millions, except per share amounts
     
        September 30,
    2024
      June 30,
    2024
      December 31,
    2023
      September 30,
    2023
    Numerators:                
    Stockholders’ equity A $ 1,093.4     $ 1,022.9     $ 1,013.9     $ 919.0  
    Plus: Deferred Gain     93.8       95.3       99.2       100.2  
    Stockholders’ equity including the Deferred Gain (1) B   1,187.2       1,118.2       1,113.1       1,019.2  
    Accumulated other comprehensive loss     57.3       125.3       108.9       198.2  
    Income taxes related to accumulated other comprehensive loss     (12.0 )     (26.3 )     (22.9 )     (41.6 )
    Adjusted stockholders’ equity (1) C $ 1,232.5     $ 1,217.2     $ 1,199.1     $ 1,175.8  
                     
    Denominator (shares outstanding) D   24,736,533       24,896,116       25,369,753       25,719,074  
                     
    Book value per share (1) A / D $ 44.20     $ 41.09     $ 39.96     $ 35.73  
    Book value per share including the Deferred Gain(1) B / D   47.99       44.91       43.88       39.63  
    Adjusted book value per share (1) C / D   49.83       48.89       47.26       45.72  
                     
    Year-over-year change in: (2)                
    Book value per share     27.0 %     15.7 %     18.1 %     12.6 %
    Book value per share including the Deferred Gain     24.0       14.0       16.3       11.1  
    Adjusted book value per share     11.5       10.2       10.5       10.2  
                     
    (1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.
    (2) Reflects the twelve month change in book value per share after taking into account dividends declared of $1.16, $1.14, $1.10 and $2.33 for the twelve month periods ended September 30, 2024, June 30, 2024, December 31, 2023, and September 30, 2023, respectively.
     
    EMPLOYERS HOLDINGS, INC.
    Earnings Per Share (unaudited)
    $ in millions, except per share amounts
     
        Three Months Ended   Nine Months Ended
        September 30,   September 30,
          2024       2023       2024       2023  
    Numerators:                
    Net income A $ 30.3     $ 14.0     $ 90.3     $ 72.5  
    Impact of the LPT Agreement     (1.5 )     (1.9 )     (5.8 )     (5.9 )
    Net income excluding LPT (1) B   28.8       12.1       84.5       66.6  
    Net realized and unrealized (gains) losses on investments     (10.9 )     7.1       (24.5 )     (10.7 )
    Lease termination and asset impairment charges                       9.4  
    Income tax expense (benefit) related to items excluded from Net income     2.3       (1.5 )     5.1       0.3  
    Adjusted net income (1) C $ 20.2     $ 17.7     $ 65.1     $ 65.6  
                     
    Denominators:                
    Average common shares outstanding (basic) D   24,858,159       25,981,984       25,159,753       26,612,443  
    Average common shares outstanding (diluted) E   24,982,463       26,118,280       25,293,020       26,767,056  
                     
    Earnings per share:                
    Basic A / D $ 1.22     $ 0.54     $ 3.59     $ 2.72  
    Diluted A / E   1.21       0.54       3.57       2.71  
                     
    Earnings per share excluding LPT: (1)                
    Basic B / D $ 1.16     $ 0.47     $ 3.36     $ 2.50  
    Diluted B / E   1.15       0.46       3.34       2.49  
                     
    Adjusted earnings per share: (1)                
    Basic C / D $ 0.81     $ 0.68     $ 2.59     $ 2.47  
    Diluted C / E   0.81       0.68       2.57       2.45  
                     
    (1) See Page 10 for information regarding our use of Non-GAAP Financial Measures.
     

    Non-GAAP Financial Measures

    Within this earnings release we present the following measures, each of which are “non-GAAP financial measures.” A reconciliation of these measures to the Company’s most directly comparable GAAP financial measures is included herein. Management believes that these non-GAAP measures are important to the Company’s investors, analysts and other interested parties who benefit from having an objective and consistent basis for comparison with other companies within our industry. Management further believes that these measures are more relevant than comparable GAAP measures in evaluating our financial performance.

    The LPT Agreement is a non-recurring transaction that no longer provides any ongoing cash benefits to the Company. Management believes that providing non-GAAP measures that exclude the effects of the LPT Agreement (amortization of deferred reinsurance gain, adjustments to LPT Agreement ceded reserves and adjustments to the contingent commission receivable) is useful in providing investors, analysts and other interested parties a meaningful understanding of the Company’s ongoing underwriting performance.

    Deferred reinsurance gain (Deferred Gain) reflects the unamortized gain from the LPT Agreement. This gain has been deferred and is being amortized using the recovery method, whereby the amortization is determined by the proportion of actual reinsurance recoveries to total estimated recoveries, except for the contingent profit commission, which was amortized through June 30, 2024, the date of its final settlement. Amortization is reflected in losses and LAE incurred.

    Adjusted net income (see Page 3 for calculations) is net income excluding the effects of the LPT Agreement, and net realized and unrealized gains and losses on investments (net of tax), and any miscellaneous non-recurring transactions (net of tax). Management believes that providing this non-GAAP measures is helpful to investors, analysts and other interested parties in identifying trends in the Company’s operating performance because such items have limited significance to its ongoing operations or can be impacted by both discretionary and other economic factors and may not represent operating trends.

    Stockholders’ equity including the Deferred Gain (see Page 8 for calculations) is stockholders’ equity including the Deferred Gain. Management believes that providing this non-GAAP measure is useful in providing investors, analysts and other interested parties a meaningful measure of the Company’s total underwriting capital.

    Adjusted stockholders’ equity (see Page 8 for calculations) is stockholders’ equity including the Deferred Gain, less accumulated other comprehensive income (net of tax). Management believes that providing this non-GAAP measure is useful to investors, analysts and other interested parties since it serves as the denominator to the Company’s adjusted return on stockholders’ equity metric.

    Return on stockholders’ equity and Adjusted return on stockholders’ equity (see Page 4 for calculations). Management believes that these profitability measures are widely used by our investors, analysts and other interested parties.

    Book value per share, Book value per share including the Deferred Gain, and Adjusted book value per share (see Page 8 for calculations). Management believes that these valuation measures are widely used by our investors, analysts and other interested parties.

    Net income excluding LPT (see Page 3 for calculations). Management believes that these performance and underwriting measures are widely used by our investors, analysts and other interested parties.

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

    Highlights of 2024‘s Third Quarter

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

    Financial Results for the Three Months Ended September 30, 2024

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

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

    Financial Results for the Nine Months Ended September 30, 2024

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

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

    Drilling Results

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

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

    Other

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

    Earnings Call Information

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

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

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

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

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

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

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

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

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

    (2)   Excludes stock-based compensation.

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

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

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

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

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

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

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

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

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

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

    Overview:

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

    Six Month Financial Results Ended June 30, 2024

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

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

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

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

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

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

    About Magic Empire Global Limited

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

    Exchange Rate Information

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

    Safe Harbor Statement

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

    Hong Kong:

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

    MAGIC EMPIRE GLOBAL LIMITED

    UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

      

    MAGIC EMPIRE GLOBAL LIMITED

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

    Third Quarter Results

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

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

    Financial Review

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

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

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

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

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

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

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

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

    Liquidity and Capital Expenditures

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

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

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

    Review and Outlook 

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

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

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

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

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

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

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

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

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

    Conference Call

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

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

    About NCS Multistage Holdings, Inc.

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

    Forward Looking Statements

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

    Contact

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

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

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

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

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

    _____________________
    * Preliminary

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

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

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

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

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

    Non-GAAP Financial Measures 

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

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

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

    NET WORKING CAPITAL*

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

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

    _____________________
    *Preliminary

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

    ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN

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

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

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

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

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

    __________________

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

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

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

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

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

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

    ___________________

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

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

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

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

    Partially offset by:

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

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

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

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

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

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

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

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

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

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

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

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

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

    About Transocean

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

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

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

    Conference Call Information

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

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

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

    Forward-Looking Statements

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

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

    Notes

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

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

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

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

    The MIL Network

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

    US Senate News:

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

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

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

    MIL OSI USA News

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Notable third quarter items include:

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

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

    Chief Executive Officer John Gellert commented:

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

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

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

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

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

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

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

     
        Three Months Ended September 30,     Nine months ended September 30,  
        2024     2023     2024     2023  
    Operating Revenues   $ 68,916     $ 76,900     $ 201,553     $ 206,428  
    Costs and Expenses:                        
    Operating     52,907       40,142       150,526       116,381  
    Administrative and general     11,019       12,300       33,825       37,636  
    Lease expense     364       651       1,331       2,069  
    Depreciation and amortization     12,928       13,462       38,749       40,799  
          77,218       66,555       224,431       196,885  
    Gains (Losses) on Asset Dispositions and Impairments, Net     1,821       (512 )     1,857       3,352  
    Operating (Loss) Income     (6,481 )     9,833       (21,021 )     12,895  
    Other Income (Expense):                        
    Interest income     358       340       1,396       1,222  
    Interest expense     (10,127 )     (9,536 )     (30,626 )     (27,060 )
    Loss on debt extinguishment           (2,004 )           (2,004 )
    Derivative gains (losses), net     67             (372 )      
    Foreign currency (losses) gains, net     (1,717 )     571       (2,357 )     (857 )
    Other, net     29             (66 )      
          (11,390 )     (10,629 )     (32,025 )     (28,699 )
    Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies     (17,871 )     (796 )     (53,046 )     (15,804 )
    Income Tax (Benefit) Expense     (513 )     2,360       (270 )     2,421  
    Loss Before Equity in Earnings of 50% or Less Owned Companies     (17,358 )     (3,156 )     (52,776 )     (18,225 )
    Equity in Earnings of 50% or Less Owned Companies     1,012       2,273       878       3,182  
    Net Loss   $ (16,346 )   $ (883 )   $ (51,898 )   $ (15,043 )
                             
    Net Loss Per Share:                        
    Basic   $ (0.59 )   $ (0.03 )   $ (1.88 )   $ (0.56 )
    Diluted   $ (0.59 )   $ (0.03 )   $ (1.88 )   $ (0.56 )
    Weighted Average Common Stock and Warrants Outstanding:                        
    Basic     27,772,733       27,181,754       27,615,699       27,048,656  
    Diluted     27,772,733       27,181,754       27,615,699       27,048,656  
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
     (in thousands, except statistics and per share data)

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

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

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

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

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

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

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

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

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED PERFORMANCE BY VESSEL CLASS
    (in thousands, except statistics)

        Three Months Ended
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023    
    AHTS                                
    Time Charter Statistics:                                
    Average rates per day worked   $ 10,316     $ 8,125     $ 8,538     $ 8,937     $ 9,947    
    Fleet utilization     46 %     49 %     75 %     64 %     50 %  
    Fleet available days     334       364       364       368       368    
    Out-of-service days for repairs, maintenance and drydockings     87       29             41       111    
    Out-of-service days for cold-stacked status     58       91       91       92       54    
    Operating Revenues:                                
    Time charter   $ 1,576     $ 1,459     $ 2,331     $ 2,102     $ 1,831    
    Other marine services     13       219             6       930    
          1,589       1,678       2,331       2,108       2,761    
    Direct Costs and Expenses:                                
    Operating:                                
    Personnel   $ 981     $ 1,045     $ 1,064     $ 944     $ 1,019    
    Repairs and maintenance     239       465       220       612       484    
    Drydocking     436       280       68       58       747    
    Insurance and loss reserves     66       97       43       73       88    
    Fuel, lubes and supplies     90       69       616       375       428    
    Other     263       230       287       295       378    
          2,075       2,186       2,298       2,357       3,144    
    Other Costs and Expenses:                                
    Lease expense   $ 4     $ 164     $ 171     $ 253     $ 331    
    Depreciation and amortization     175       175       175       175       249    
                                     
    FSV                                
    Time Charter Statistics:                                
    Average rates per day worked   $ 13,102     $ 12,978     $ 11,834     $ 11,841     $ 11,441    
    Fleet utilization     81 %     80 %     72 %     74 %     79 %  
    Fleet available days     2,024       2,002       2,002       2,105       2,116    
    Out-of-service days for repairs, maintenance and drydockings     96       128       216       337       227    
    Out-of-service days for cold-stacked status     83       36       91       92       69    
    Operating Revenues:                                
    Time charter   $ 21,606     $ 20,698     $ 17,081     $ 18,502     $ 19,135    
    Other marine services     1,012       516       126       163       652    
          22,618       21,214       17,207       18,665       19,787    
    Direct Costs and Expenses:                                
    Operating:                                
    Personnel   $ 5,637     $ 5,829     $ 5,649     $ 5,320     $ 5,144    
    Repairs and maintenance     4,378       4,572       3,093       2,691       2,787    
    Drydocking     448       457       1,869       1,710       870    
    Insurance and loss reserves     532       546       277       507       185    
    Fuel, lubes and supplies     1,962       993       1,051       1,441       1,501    
    Other     2,238       1,850       1,649       1,632       1,552    
          15,195       14,247       13,588       13,301       12,039    
    Other Costs and Expenses:                                
    Depreciation and amortization   $ 4,744     $ 4,746     $ 4,744     $ 4,879     $ 5,002    
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED PERFORMANCE BY VESSEL CLASS (continued)
    (in thousands, except statistics)

        Three Months Ended
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023    
    PSV                                
    Time Charter Statistics:                                
    Average rates per day worked   $ 21,819     $ 20,952     $ 19,133     $ 19,778     $ 19,528    
    Fleet utilization     58 %     66 %     53 %     77 %     78 %  
    Fleet available days(1)     1,932       1,900       1,911       1,902       1,870    
    Out-of-service days for repairs, maintenance and drydockings     349       291       307       109       110    
    Operating Revenues:                                
    Time charter   $ 24,488     $ 26,390     $ 19,390     $ 29,140     $ 28,580    
    Bareboat charter     372       364       364       368       368    
    Other marine services     2,855       2,266       416       595       696    
          27,715       29,020       20,170       30,103       29,644    
    Direct Costs and Expenses:                                
    Operating:                                
    Personnel   $ 9,360     $ 8,979     $ 8,850     $ 9,017     $ 8,793    
    Repairs and maintenance     3,798       3,151       4,393       3,520       2,504    
    Drydocking     2,629       2,616       3,386       472       232    
    Insurance and loss reserves     636       1,037       395       690       682    
    Fuel, lubes and supplies     3,594       1,575       1,889       1,027       2,352    
    Other     2,821       1,850       1,395       1,922       1,761    
          22,838       19,208       20,308       16,648       16,324    
    Other Costs and Expenses:                                
    Lease expense   $ (3 )   $ 3     $     $     $    
    Depreciation and amortization     4,117       4,128       4,073       4,073       4,073    

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

    SEACOR MARINE HOLDINGS INC.
    UNAUDITED PERFORMANCE BY VESSEL CLASS (continued)
    (in thousands, except statistics)

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

     
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023  
    ASSETS                              
    Current Assets:                              
    Cash and cash equivalents   $ 35,601     $ 40,605     $ 59,593     $ 67,455     $ 55,840  
    Restricted cash     2,263       2,255       2,566       16,676       2,796  
    Receivables:                              
    Trade, net of allowance for credit loss     76,497       70,770       58,272       63,728       63,246  
    Other     7,841       6,210       12,210       11,049       8,662  
    Tax receivable     983       983       983       983       445  
    Inventories     3,139       3,117       2,516       1,609       1,738  
    Prepaid expenses and other     4,840       5,659       3,425       2,686       2,957  
    Assets held for sale           500       500       500       6,093  
    Total current assets     131,164       130,099       140,065       164,686       141,777  
    Property and Equipment:                              
    Historical cost     921,445       921,443       919,139       918,823       936,520  
    Accumulated depreciation     (362,604 )     (349,799 )     (337,001 )     (324,141 )     (318,549 )
          558,841       571,644       582,138       594,682       617,971  
    Construction in progress     11,935       11,518       13,410       10,362       9,413  
    Net property and equipment     570,776       583,162       595,548       605,044       627,384  
    Right-of-use asset – operating leases     3,575       3,683       3,988       4,291       4,907  
    Right-of-use asset – finance leases     19       28       29       37       45  
    Investments, at equity, and advances to 50% or less owned companies     2,046       2,641       3,122       4,125       3,857  
    Other assets     1,864       1,953       2,094       2,153       2,095  
    Total assets   $ 709,444     $ 721,566     $ 744,846     $ 780,336     $ 780,065  
    LIABILITIES AND EQUITY                              
    Current Liabilities:                              
    Current portion of operating lease liabilities   $ 494     $ 861     $ 1,285     $ 1,591     $ 1,856  
    Current portion of finance lease liabilities     17       26       33       35       35  
    Current portion of long-term debt     28,605       28,605       28,605       28,365       28,005  
    Accounts payable     22,744       17,790       23,453       27,562       32,468  
    Other current liabilities     28,808       23,795       21,067       19,533       21,340  
    Total current liabilities     80,668       71,077       74,443       77,086       83,704  
    Long-term operating lease liabilities     3,221       3,276       3,390       3,529       3,571  
    Long-term finance lease liabilities     4       5             6       15  
    Long-term debt     272,325       277,740       281,989       287,544       291,843  
    Deferred income taxes     26,802       30,083       33,873       35,718       33,078  
    Deferred gains and other liabilities     1,416       1,447       2,285       2,229       2,217  
    Total liabilities     384,436       383,628       395,980       406,112       414,428  
    Equity:                              
    SEACOR Marine Holdings Inc. stockholders’ equity:                              
    Common stock     287       286       286       280       280  
    Additional paid-in capital     477,661       476,020       474,433       472,692       471,158  
    Accumulated deficit     (154,374 )     (138,028 )     (125,609 )     (102,425 )     (108,154 )
    Shares held in treasury     (8,110 )     (8,110 )     (8,071 )     (4,221 )     (4,221 )
    Accumulated other comprehensive income, net of tax     9,223       7,449       7,506       7,577       6,253  
          324,687       337,617       348,545       373,903       365,316  
    Noncontrolling interests in subsidiaries     321       321       321       321       321  
    Total equity     325,008       337,938       348,866       374,224       365,637  
    Total liabilities and equity   $ 709,444     $ 721,566     $ 744,846     $ 780,336     $ 780,065  
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)

              Three Months Ended
        Sep. 30, 2024     Jun. 30, 2024     Mar. 31, 2024     Dec. 31, 2023     Sep. 30, 2023  
    Cash Flows from Operating Activities:                              
    Net (Loss) Income   $ (16,346 )   $ (12,483 )   $ (23,069 )   $ 5,729     $ (883 )
    Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:                              
    Depreciation and amortization     12,928       12,939       12,882       13,022       13,462  
    Deferred financing costs amortization     298       297       295       279       459  
    Stock-based compensation expense     1,604       1,587       1,645       1,510       1,540  
    Debt discount amortization     2,061       1,993       1,926       1,862       1,714  
    Allowance for credit losses     101       39       3       266       594  
    (Gain) loss from equipment sales, retirements or impairments     (1,821 )     (37 )     1       (18,057 )     512  
    Losses on debt extinguishment                             177  
    Derivative (gains) losses     (67 )     (104 )     543       (608 )      
    Interest on finance lease           1             1       59  
    Settlements on derivative transactions, net                 164             197  
    Currency losses (gains)     1,717       560       80       1,276       (571 )
    Deferred income taxes     (3,281 )     (3,790 )     (1,845 )     2,640       (960 )
    Equity (earnings) losses     (1,012 )     (966 )     1,100       (374 )     (2,273 )
    Dividends received from equity investees     1,498       1,418             166       1,031  
    Changes in Operating Assets and Liabilities:                              
    Accounts receivables     (7,411 )     (6,928 )     4,291       (3,472 )     (747 )
    Other assets     1,032       (2,395 )     (1,290 )     733       493  
    Accounts payable and accrued liabilities     9,325       (4,378 )     (3,895 )     (6,456 )     (7,705 )
    Net cash provided by (used in) operating activities     626       (12,247 )     (7,169 )     (1,483 )     7,099  
    Cash Flows from Investing Activities:                              
    Purchases of property and equipment     (210 )     (658 )     (3,416 )     (3,644 )     (6,455 )
    Proceeds from disposition of property and equipment     2,331       86             36,692        
    Net investing activities in property and equipment     2,121       (572 )     (3,416 )     33,048       (6,455 )
    Principal payments on notes due from others                             5,000  
    Net cash provided by (used in) investing activities     2,121       (572 )     (3,416 )     33,048       (1,455 )
    Cash Flows from Financing Activities:                              
    Payments on long-term debt     (7,770 )     (6,533 )     (7,530 )     (6,173 )     (4,901 )
    Payments on debt extinguishment                             (104,832 )
    Payments on debt extinguishment cost                             (1,827 )
    Proceeds from issuance of long-term debt, net of issue costs                       87       121,207  
    Payments on finance leases     (10 )     (9 )     (9 )     (9 )     (204 )
    Proceeds from issuance of common stock, net of issue costs                       24        
    Proceeds from exercise of stock options     38       102                    
    Tax withholdings on restricted stock vesting           (39 )     (3,850 )            
    Net cash (used in) provided by financing activities     (7,742 )     (6,479 )     (11,389 )     (6,071 )     9,443  
    Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents     (1 )     (1 )     2       1       3  
    Net Change in Cash, Restricted Cash and Cash Equivalents     (4,996 )     (19,299 )     (21,972 )     25,495       15,090  
    Cash, Restricted Cash and Cash Equivalents, Beginning of Period     42,860       62,159       84,131       58,636       43,546  
    Cash, Restricted Cash and Cash Equivalents, End of Period   $ 37,864     $ 42,860     $ 62,159     $ 84,131     $ 58,636  
    SEACOR MARINE HOLDINGS INC.
    UNAUDITED FLEET COUNTS

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

    SUMMARY OF THIRD QUARTER RESULTS

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

    Net Interest Income

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

    Non-Interest Income

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

    Non-Interest Expense

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

    Income Tax Expense

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

    Balance Sheet Highlights

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

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

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

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

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

    About Landmark

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

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

    Special Note Concerning Forward-Looking Statements

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

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

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


    LANDMARK BANCORP, INC. AND SUBSIDIARIES

    Consolidated Statements of Earnings (unaudited)

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

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

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

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

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

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

    The MIL Network

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

    Source: GlobeNewswire (MIL-OSI)

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

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

    Third Quarter 2024 Financial Results

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

    Conference Call Information

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

    Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

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

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

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

    About Altair

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

    Important Information and Where to Find It

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

    Participants in Solicitation

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

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

    No Offer or Solicitation

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

    Forward-Looking Statements

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

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

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

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

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

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

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

    Change in Presentation of Revenue and Cost of Revenue

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

    Financial Results

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    The MIL Network

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

    Source: Microsoft

    Headline: Microsoft Cloud strength drives first quarter results

    Microsoft Cloud Strength Drives First Quarter Results

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

    ·        Revenue was $65.6 billion and increased 16%

    ·        Operating income was $30.6 billion and increased 14%

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

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

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

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

    Business Highlights

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

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

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

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

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

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

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

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

    ·        Windows OEM and Devices revenue increased 2%

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

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

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

    Business Outlook

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

    Quarterly Highlights, Product Releases, and Enhancements 

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

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

    Environmental, Social, and Governance (ESG)

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

    Webcast Details

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

    Constant Currency

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

    Financial Performance Constant Currency Reconciliation

     

    Three Months Ended September 30,

     ($ in millions, except per share amounts)

    Revenue

    Operating Income

    Net Income

    Diluted Earnings per Share

    2023 As Reported (GAAP)

    $56,517

    $26,895

    $22,291

    $2.99

    2024 As Reported (GAAP)

    $65,585

    $30,552

    $24,667

    $3.30

    Percentage Change Y/Y (GAAP)

    16%

    14%

    11%

    10%

    Constant Currency Impact

    $(217)

    $(181)

    $78

    $0.01

    Percentage Change Y/Y Constant Currency

    16%

    14%

    10%

    10%

     

    Segment Revenue Constant Currency Reconciliation

     

    Three Months Ended September 30,

     ($ in millions)

    Productivity and Business Processes

    Intelligent Cloud

    More Personal Computing

    2023 As Reported (GAAP)

    $25,226

    $20,013

    $11,278

    2024 As Reported (GAAP)

    $28,317

    $24,092

    $13,176

    Percentage Change Y/Y (GAAP)

    12%

    20%

    17%

    Constant Currency Impact

    $(128)

    $(72)

    $(17)

    Percentage Change Y/Y Constant Currency

    13%

    21%

    17%

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

    Selected Product and Service Revenue Constant Currency Reconciliation        

     

    Three Months Ended September 30, 2024

    Percentage Change Y/Y (GAAP)

    Constant Currency Impact

    Percentage Change Y/Y Constant Currency

    Microsoft Cloud

    22%

    0%

    22%

    Microsoft 365 Commercial products and cloud services

    13%

    1%

    14%

    Microsoft 365 Commercial cloud

    15%

    1%

    16%

    Microsoft 365 Consumer products and cloud services

    5%

    1%

    6%

    Microsoft 365 Consumer cloud

    6%

    1%

    7%

    LinkedIn

    10%

    (1)%

    9%

    Dynamics products and cloud services

    14%

    0%

    14%

    Dynamics 365

    18%

    1%

    19%

    Server products and cloud services

    23%

    0%

    23%

    Azure and other cloud services

    33%

    1%

    34%

    Windows OEM and Devices

    2%

    0%

    2%

    Xbox content and services

    61%

    0%

    61%

    Search and news advertising excluding traffic acquisition costs

    18%

    1%

    19%

     

    About Microsoft

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

    Forward-Looking Statements

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

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

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

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

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

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

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

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

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

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

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

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

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

    ·        supply or quality problems;

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

    ·        potential consequences of trade and anti-corruption laws;

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

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

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

    ·        uncertainties relating to our business with government customers;

    ·        additional tax liabilities;

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

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

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

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

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

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

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

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

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

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

    For more information, press only:

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

    For more information, financial analysts and investors only:

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

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


     

    MICROSOFT CORPORATION

    INCOME STATEMENTS

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

    Three Months Ended

     September 30,

     

    2024

    2023

    Revenue:

    Product

     $15,272

     $15,535

    Service and other

    50,313

    40,982

    Total revenue

    65,585

    56,517

    Cost of revenue:

    Product

    3,294

    3,531

    Service and other

    16,805

    12,771

    Total cost of revenue

    20,099

    16,302

    Gross margin

    45,486

    40,215

    Research and development

    7,544

    6,659

    Sales and marketing

    5,717

    5,187

    General and administrative

    1,673

    1,474

    Operating income

    30,552

    26,895

    Other income (expense), net

    (283)

    389

    Income before income taxes

    30,269

    27,284

    Provision for income taxes

    5,602

    4,993

    Net income

     $24,667

     $22,291

    Earnings per share:

    Basic

     $3.32

     $3.00

    Diluted

     $3.30

     $2.99

    Weighted average shares outstanding:

    Basic

    7,433

    7,429

    Diluted

    7,470

    7,462

     


     

    COMPREHENSIVE INCOME STATEMENTS

    (In millions) (Unaudited)

    Three Months Ended

     September 30,

     

    2024

    2023

    Net income

     $24,667

     $22,291

    Other comprehensive income (loss), net of tax:

    Net change related to derivatives

    (10)

    21

    Net change related to investments

    1,114

    (260)

    Translation adjustments and other

    304

    (355)

    Other comprehensive income (loss)

    1,408

    (594)

    Comprehensive income

     $26,075

     $21,697

     


     

    BALANCE SHEETS

    (In millions) (Unaudited)

     

    September 30,

    2024

    June 30,

     2024

    Assets

    Current assets:

    Cash and cash equivalents

     $20,840

     $18,315

    Short-term investments

    57,588

    57,228

    Total cash, cash equivalents, and short-term investments

    78,428

    75,543

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

    44,148

    56,924

    Inventories

    1,626

    1,246

    Other current assets

    25,724

    26,021

    Total current assets

    149,926

    159,734

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

    152,863

    135,591

    Operating lease right-of-use assets

    20,528

    18,961

    Equity and other investments

    15,778

    14,600

    Goodwill

    119,374

    119,220

    Intangible assets, net

    26,751

    27,597

    Other long-term assets

    37,793

    36,460

    Total assets

     $523,013

     $512,163

    Liabilities and stockholders’ equity

    Current liabilities:

    Accounts payable

     $22,768

     $21,996

    Short-term debt

    0

    6,693

    Current portion of long-term debt

    2,249

    2,249

    Accrued compensation

    8,326

    12,564

    Short-term income taxes

    9,717

    5,017

    Short-term unearned revenue

    53,026

    57,582

    Other current liabilities

    19,114

    19,185

    Total current liabilities

    115,200

    125,286

    Long-term debt

    42,868

    42,688

    Long-term income taxes

    24,452

    27,931

    Long-term unearned revenue

    2,663

    2,602

    Deferred income taxes

    2,581

    2,618

    Operating lease liabilities

    16,361

    15,497

    Other long-term liabilities

    31,165

    27,064

    Total liabilities

    235,290

    243,686

    Commitments and contingencies

    Stockholders’ equity:

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

    102,976

    100,923

    Retained earnings

    188,929

    173,144

    Accumulated other comprehensive loss

    (4,182)

    (5,590)

    Total stockholders’ equity

    287,723

    268,477

    Total liabilities and stockholders’ equity

     $523,013

     $512,163

     


     

    CASH FLOWS STATEMENTS

    (In millions) (Unaudited)

    Three Months Ended

     September 30,

     

    2024

    2023

    Operations

    Net income

     $24,667

     $22,291

    Adjustments to reconcile net income to net cash from operations:

    Depreciation, amortization, and other

    7,383

    3,921

    Stock-based compensation expense

    2,832

    2,507

    Net recognized losses (gains) on investments and derivatives

    (125)

    14

    Deferred income taxes

    (1,433)

    (568)

    Changes in operating assets and liabilities:

    Accounts receivable

    14,037

    11,034

    Inventories

    (373)

    (505)

    Other current assets

    (82)

    (796)

    Other long-term assets

    (1,761)

    (2,013)

    Accounts payable

    (916)

    1,214

    Unearned revenue

    (5,553)

    (4,126)

    Income taxes

    1,016

    1,425

    Other current liabilities

    (5,479)

    (4,106)

    Other long-term liabilities

    (33)

    291

    Net cash from operations

    34,180

    30,583

    Financing

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

    (5,746)

    18,692

    Proceeds from issuance of debt

    0

    7,073

    Repayments of debt

    (966)

    (1,500)

    Common stock issued

    706

    685

    Common stock repurchased

    (4,107)

    (4,831)

    Common stock cash dividends paid

    (5,574)

    (5,051)

    Other, net

    (889)

    (307)

    Net cash from (used in) financing

    (16,576)

    14,761

    Investing

    Additions to property and equipment

    (14,923)

    (9,917)

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

    (1,849)

    (1,186)

    Purchases of investments

    (1,620)

    (8,460)

    Maturities of investments

    2,136

    15,718

    Sales of investments

    1,968

    5,330

    Other, net

    (913)

    (982)

    Net cash from (used in) investing

    (15,201)

    503

    Effect of foreign exchange rates on cash and cash equivalents

    122

    (99)

    Net change in cash and cash equivalents

    2,525

    45,748

    Cash and cash equivalents, beginning of period

    18,315

    34,704

    Cash and cash equivalents, end of period

     $20,840

     $80,452

     


     

    SEGMENT REVENUE AND OPERATING INCOME

    (In millions) (Unaudited)

     

    Three Months Ended

     September 30,

     

     

    2024

    2023

    Revenue

     

     

    Productivity and Business Processes

     $28,317

     $25,226

    Intelligent Cloud

    24,092

    20,013

    More Personal Computing

    13,176

    11,278

    Total

     $65,585

     $56,517

    Operating Income

     

     

    Productivity and Business Processes

     $16,516

     $14,297

    Intelligent Cloud

    10,503

    8,908

    More Personal Computing

    3,533

    3,690

    Total

     $30,552

     $26,895

     

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

    MIL OSI Economics

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

    Source: US State of Florida

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

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

    ###

    MIL OSI USA News

  • MIL-OSI: North American Construction Group Ltd. Announces Results for the Third Quarter Ended September 30, 2024

    Source: GlobeNewswire (MIL-OSI)

    ACHESON, Alberta, Oct. 30, 2024 (GLOBE NEWSWIRE) — North American Construction Group Ltd. (“NACG”) (TSX:NOA.TO/NYSE:NOA) today announced results for the third quarter ended September 30, 2024. Unless otherwise indicated, financial figures are expressed in Canadian dollars and compared to the prior period ended September 30, 2023.

    Third Quarter 2024 Highlights:

    • Combined revenue of $367.2 million compared favorably to $274.8 million in the same period last year, is a third quarter record, and reflected the best operational quarter to date from the Australian fleet of the MacKellar Group which was acquired on October 1, 2023.
    • Reported revenue of $286.9 million, compared to $196.9 million in the same period last year, was primarily driven by strong equipment utilization of 84% in Australia but was also supported by the Canadian heavy equipment fleet which posted an increase from 2024 Q2.
    • Our net share of revenue from equity consolidated joint ventures was $80.3 million in 2024 Q3 and compared to $77.9 million in the same period last year as the increases at the Fargo project in the current quarter were offset by gold mine project scopes in Northern Ontario completed in the prior quarter.
    • Adjusted EBITDA of $106.4 million and margin of 29.0% compared favorably to the prior period operating metrics of $59.4 million and 21.6%, respectively, as revenue increases resulted in higher gross EBITDA with margin improvements driven by effective operations in Australia and Canada.
    • Combined gross profit of $80.4 million and margin of 21.9% compares favorably to the 13.8% posted in the same period last year as both diversification efforts and effective operations during steady and consistent months contributed to improved margins in the quarter.
    • Cash flows generated from operating activities of $48.2 million was higher than the $37.5 million generated in the prior period as higher cash generation from the strong EBITDA was offset by the temporary impact of changes to working capital in the quarter.
    • Free cash flow generated in the quarter was $10.8 million. Free cash flow prior to working capital changes and increases in capital work in progress was over $55 million resulting from strong revenues and margins offset by our routine capital maintenance programs.
    • Net debt was $882.5 million at September 30, 2024, an increase of $159.1 million from December 31, 2023, as year-to-date free cash flow usage and growth asset purchases required debt financing. The cash-related interest rate was 6.5% driven by Bank of Canada posted rates and corresponding equipment financing rates.
    • On October 29, 2024, the Board of Directors declared a regular quarterly dividend of twelve cents which represents a 20% increase from the previous rate of ten cents per quarter.
    • Additional highlights include: i) in August, signed a $375 million five-year contract for fully maintained equipment fleet in Queensland; ii) in September, surpassed the 50% completion mark at the Fargo-Moorhead flood diversion project, iii) in October, completed delivery to site of twenty-five haul trucks from Canada to Australia; iv) commenced go-live activities for the Company’s ERP system in Australia phased integration ongoing through early November and iv) extended the credit facility agreement through to October 2027.

    Joe Lambert, President and CEO, stated, “I would like to thank our operations team for their safe and efficient performance this quarter. The quarterly records set in Australia demonstrate both growth and operational excellence. The recent five-year contract award and the 25 trucks delivered from Fort McMurray have pushed this region to higher than 50% of our overall business and are further indicators of what will be an exciting 2025. In the oil sands region, we are in discussions with producers and expect to secure meaningful contracts in the near term, reaffirming strong client relationships and supporting our targets for next year.”

    Consolidated Financial Highlights

        Three months ended   Nine months ended
        September 30,   September 30,
    (dollars in thousands, except per share amounts)   2024   2023(iv)   2024   2023(iv)
    Revenue   $ 286,857     $ 196,881     $ 860,197     $ 636,398  
    Total combined revenue(i)     367,155       274,757       1,042,591       875,666  
                     
    Gross profit     65,098       26,518       168,057       89,213  
    Gross profit margin(i)     22.7 %     13.5 %     19.5 %     14.0 %
                     
    Combined gross profit(i)     80,415       38,004       205,229       130,181  
    Combined gross profit margin(i)(ii)     21.9 %     13.8 %     19.7 %     14.9 %
                     
    Operating income     53,805       14,344       130,786       50,386  
                     
    Adjusted EBITDA(i)(iii)     106,384       59,371       286,516       195,827  
    Adjusted EBITDA margin(i)(iii)     29.0 %     21.6 %     27.5 %     22.4 %
                     
    Net income     13,901       11,387       39,277       45,495  
    Adjusted net earnings(i)     31,253       14,295       72,961       52,060  
                     
    Cash provided by operating activities     48,184       37,512       119,063       109,521  
    Cash provided by operating activities prior to change in working capital(i)     79,838       41,666       222,641       134,646  
                     
    Free cash flow(i)     10,785       8,940       (32,518 )     (21,817 )
                     
    Purchase of PPE     61,812       39,295       203,772       114,210  
    Sustaining capital additions(i)     21,127       42,290       118,317       127,792  
    Growth capital additions(i)     21,437       1,727       60,987       4,475  
                     
    Basic net income per share   $ 0.52     $ 0.43     $ 1.47     $ 1.72  
    Adjusted EPS(i)   $ 1.17     $ 0.54     $ 2.73     $ 1.96  

    (i)See “Non-GAAP Financial Measures”.
    (ii)Combined gross profit margin is calculated using combined gross profit over total combined revenue.
    (iii)Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.
    (iv)The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.

        Three months ended   Nine months ended
        September 30,   September 30,
    (dollars in thousands)   2024   2023   2024   2023
    Consolidated Statements of Cash Flows                
    Cash provided by operating activities   $ 48,184     $ 37,512     $ 119,063     $ 109,521  
    Cash used in investing activities     (60,221 )     (26,970 )     (198,919 )     (107,123 )
    Effect of exchange rate on changes in cash     1,385       (1,100 )     508       (1,462 )
    Add back of growth and non-cash items included in the above figures:                
    Growth capital additions(i)(ii)     21,437       1,727       60,987       4,475  
    Capital additions financed by leases(i)           (2,229 )     (14,157 )     (27,228 )
    Free cash flow(i)   $ 10,785     $ 8,940     $ (32,518 )   $ (21,817 )

    (i)See “Non-GAAP Financial Measures”.
    (ii)Included above in Cash used in investing activities.

    Declaration of Quarterly Dividend

    On October 29, 2024, the NACG Board of Directors declared a regular quarterly dividend (the “Dividend”) of twelve Canadian cents ($0.12) per common share, payable to common shareholders of record at the close of business on November 27, 2024. The Dividend will be paid on January 3, 2025, and is an eligible dividend for Canadian income tax purposes.

    Financial Results for the Three Months Ended September 30, 2024

    Revenue for 2024 Q3 of $286.9 million represented an increase of approximately $90.0 million (or 46%) from 2023 Q3. The increase is primarily due to the inclusion of results from the MacKellar Group (“MacKellar”) following our acquisition on October 1, 2023.

    The Heavy Equipment – Australia segment showed strong performance, driven by MacKellar’s Q3 results generated from stable operating conditions during the quarter. Equipment utilization of the MacKellar fleet for the quarter of 84% was similar to 2024 Q2 but generated higher revenue as growth assets commissioned late in the second quarter in Western Australia and Queensland provided full quarter contributions. The month of July was particularly strong with utilization being above the target of 85% while August and September averaged 82%. DGI Trading Pty Ltd. (“DGI”) posted lower revenue in the quarter due to timing of large component sales but continues to benefit from international demand for low-cost used components and major parts required by heavy equipment fleets in the mining industry.

    The Heavy Equipment – Canada segment posted a decline in revenue compared to the prior year as equipment utilization was 51% for the quarter in comparison to 56% in 2023 Q3. Quarter over quarter, the decrease in revenue represented a 23% decrease and was primarily driven by changes in work scopes at the Fort Hills and Syncrude mines offset by increases in operating hours at the Millennium mine. Additionally, the prior year’s quarter benefited from higher utilization rates from NACG assets being operated at the gold mine in northern Ontario, a project that concluded in 2023 Q3. When comparing to 2024 Q2, top-line revenue achieved in the quarter was 8% higher on consistent operating conditions from July to September as well as increased work scopes at the Millennium mine.

    Combined revenue of $367.2 million represented a $92.4 million (or 34%) increase from 2023 Q3. Our share of revenue generated in 2024 Q3 by joint ventures and affiliates was $80.3 million, compared to $77.9 million in 2023 Q3. The Fargo-Moorhead flood diversion project, which completed another strong operational quarter, posted a 32% increase from scopes completed in the prior quarter and surpassed the 50% completion mark during the quarter. Mostly offsetting this variance was the completion of the gold mine project in northern Ontario which occurred in 2023 Q3.

    Combined gross profit and margin of $80.4 million and 21.9% compares favorably to the $38.0 million and 13.8% posted in the prior quarter and was the compilation of strong operations across all business lines. In particular, consistent weather conditions in Australia resulted in productive operations and a 24.6% gross margin over the three months. In Canada, heavy equipment operations posted a 19.4% margin as operations stabilized from the first half of the year. The joint ventures posted a 19.1% margin, up from 14.7% in the prior quarter, as Nuna returned to profitable operations. The increases in margin were offset slightly within the Fargo joint ventures as additional costs were recognized in the quarter primarily related to project cost escalation.

    Adjusted EBITDA and the associated margin of $106.4 million and 29.0% exceeded our 2023 Q3 results of $59.4 million and 21.6%, respectively. As mentioned above and despite lower revenue in the oil sands region, effective and efficient operation of the heavy equipment fleets in Australia and Canada generated a strong EBITDA margin. EBITDA margin for this quarter was more consistent with the first quarter and is reflective of the underlying consistent business of our heavy equipment fleets.

    Depreciation of our Canadian and Australian heavy equipment fleets was 13.4% of revenue in the quarter. Depreciation as a percentage of revenue was 16.4% for the Heavy Equipment – Canada fleet which is higher than our historical average as increased customer demand for heavy equipment rentals has changed the revenue profile. The Heavy Equipment – Australia fleet, which averaged approximately 11.7% of revenue reflected both productive operations in the quarter as well as the depreciation of fair market values allocated upon purchase. On a combined basis, depreciation averaged 12.1% of combined revenue in the quarter as the lower capital intensity in Fargo and Nuna joint ventures modestly reduced the ratio.

    General and administrative expenses (excluding stock-based compensation) were $9.6 million, or 3.4% of revenue, compared to $6.9 million, or 3.5% of revenue in 2023 Q3. The increase in expenses reflects the acquisition of the MacKellar Group. Cash related interest expense for the quarter was $14.2 million at an average cost of debt of 6.5%, compared to $7.8 million at an average cost of debt of 7.1% in 2023 Q3, as rates posted by the Bank of Canada directly impact our Credit Facility and have a delayed impact on the rates for secured equipment-backed financing. Total interest expense was $15.0 million in the quarter, compared to $8.1 million in 2023 Q3 based on the debt financing incurred upon acquisition of the MacKellar Group on October 1, 2023.

    Adjusted earnings per share (“EPS”) of $1.17 on adjusted net earnings of $31.3 million was up 117% from the prior year figure of $0.54, consistent with the adjusted EBIT performance which was up 144% quarter over quarter. As mentioned above, the step-changes in interest from the MacKellar acquisition offset EBIT performance with the effective income tax rates being comparable for both quarters. Weighted-average common shares for the third quarters of 2024 and 2023 were relatively stable at 26,823,124 and 26,700,303, respectively, net of shares classified as treasury shares.

    For the quarter, free cash flow generation was $10.8 million, driven primarily by adjusted EBITDA of $106.4 million. After accounting for sustaining capital additions of $21.1 million, cash interest expense of $14.2 million, and cash taxes paid of $9.3 million, the positive cash flow generation reached $61.8 million. However, changes in working capital and increases in capital work in progress deferred approximately $45 million of cash flow to future quarters, and the accumulation of distributable profits in our joint ventures negatively impacted cash flow by $10 million. Sustaining capital expenditures were focused on routine maintenance of heavy equipment fleets in Australia and Canada, with Canadian expenditures being lower than previous periods due to reduced operating hours and a disciplined approach in preparation for winter work scopes.

    2024 Strategic Focus Areas

    • Safety – now on an international basis, maintain our uncompromising commitment to health and safety while elevating the standard of excellence in the field;
    • Execution – enhance equipment availability in Canada and Australia through in-house fleet maintenance, reliability programs, technical improvements, and management systems;
    • Operational excellence – with a specific focus on Nuna Group of Companies, put into action practical and experienced-based protocols to ensure predictable high-quality project execution;
    • Integration – implement ERP and best practices at MacKellar, including identification of opportunities to better utilize our capital and equipment in Australia;
    • Diversification – pursue diversification of customers and resources through strategic partnerships, industry expertise and investment in Indigenous joint ventures; and
    • Sustainability – further develop and deliver into our environmental, social, and governance targets as disclosed and committed to in our annual reporting.

    Liquidity

    Our current liquidity positions us well moving forward to fund organic growth and the required correlated working capital investments. Including equipment financing availability and factoring in the amended Credit Facility agreement, total available capital liquidity of $173.1 million includes total liquidity of $135.7 million and $20.0 million of unused finance lease borrowing availability as at September 30, 2024. Liquidity is primarily provided by the terms of our $485.7 million credit facility which allows for funds availability based on a trailing twelve-month EBITDA as defined in the agreement.

        September 30,
    2024
      December 31,
    2023
    Cash   $ 77,670     $ 88,614  
    Credit Facility borrowing limit     485,700       478,022  
    Credit Facility drawn     (395,700 )     (317,488 )
    Letters of credit outstanding     (32,011 )     (31,272 )
    Cash liquidity(i)   $ 135,659     $ 217,876  
    Finance lease borrowing limit     350,000       350,000  
    Other debt borrowing limit     20,000       20,000  
    Equipment financing drawn     (267,544 )     (220,466 )
    Guarantees provided to joint ventures     (65,008 )     (74,831 )
    Total capital liquidity(i)   $ 173,107     $ 292,579  

    (i)See “Non-GAAP Financial Measures”.


    NACG’s Outlook for 2024

    The following table provides projected key measures for 2024. These measures are predicated on contracts currently in place, including expected renewals, and the heavy equipment fleet that we own and operate.

    Key measures   2024
    Combined revenue(i)   $1.4 – $1.5B
    Adjusted EBITDA(i)   $395 – $415M
    Sustaining capital(i)   $150 – $170M
    Adjusted EPS(i)   $3.95 – $4.15
    Free cash flow(i)   $100 – $120M
         
    Capital allocation    
    Growth spending(i)   $85 – $95M
    Net debt leverage(i)   Targeting 2.1x

    (i)See “Non-GAAP Financial Measures”.


    Conference Call and Webcast

    Management will hold a conference call and webcast to discuss our financial results for the quarter ended September 30, 2024, tomorrow, Thursday, October 31, 2024, at 7:00 am Mountain Time (9:00 am Eastern Time).

    The call can be accessed by dialing:
              Toll free: 1-800-717-1738
              Conference ID: 86919

    A replay will be available through November 29, 2024, by dialing:
              Toll Free: 1-888-660-6264
              Conference ID: 86919
              Playback Passcode: 86919

    The 2024 Q3 earnings presentation for the webcast will be available for download on the company’s website at www.nacg.ca/presentations/

    The live presentation and webcast can be accessed at:

    https://onlinexperiences.com/scripts/Server.nxp?LASCmd=AI:4;F:QS!10100&ShowUUID=71BDBAD7-6AC1-4CF9-9CFF-5BBCBBDEF924

    A replay will be available until November 29, 2024, using the link provided.

    Basis of Presentation

    We have prepared our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”). Unless otherwise specified, all dollar amounts discussed are in Canadian dollars. Please see the Management’s Discussion and Analysis (“MD&A”) for the quarter ended September 30, 2024, for further detail on the matters discussed in this release. In addition to the MD&A, please reference the dedicated 2024 Q3 Results Presentation for more information on our results and projections which can be found on our website under Investors – Presentations.

    Change in significant accounting policy – Basis of presentation

    During the first quarter of 2024, we changed our accounting policy for the elimination of our proportionate share of profit from downstream sales to affiliates and joint ventures to record through equity earnings in affiliates and joint ventures on the Consolidated Statements of Operations and Comprehensive Income. Prior to this change, we eliminated our proportionate share of profit on downstream sales to affiliates and joint ventures through revenue and cost of sales. The change in accounting policy simplifies the presentation for downstream profit eliminations and has no cumulative impact on retained earnings. We have accounted for the change retrospectively in accordance with the requirements of US GAAP Accounting Standards Codification (“ASC”) 250 by restating the comparative period. For details of retrospective changes, refer to note 16 in the Financial Statements.

    Forward-Looking Information

    The information provided in this release contains forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “anticipate”, “believe”, “expect”, “should” or similar expressions and include all information provided under the above heading “NACG’s Outlook”.

    The material factors or assumptions used to develop the above forward-looking statements and the risks and uncertainties to which such forward-looking statements are subject, are highlighted in the MD&A for the three and nine months ended September 30, 2024. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. Undue reliance should not be placed upon forward-looking statements and NACG undertakes no obligation, other than those required by applicable law, to update or revise those statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.com.

    Non-GAAP Financial Measures

    This press release presents certain non-GAAP financial measures because management believes that they may be useful to investors in analyzing our business performance, leverage and liquidity. The non-GAAP financial measures we present include “adjusted EBIT”, “adjusted EBITDA”, “adjusted EBITDA margin”, “adjusted EPS”, “adjusted net earnings”, “capital additions”, “capital work in progress”, “cash provided by operating activities prior to change in working capital”, “combined gross profit”, “combined gross profit margin”, “equity investment EBIT”, “free cash flow”, “general and administrative expenses (excluding stock-based compensation)”, “gross profit margin”, “growth capital”, “margin”, “net debt”, “sustaining capital”, “total capital liquidity”, “total combined revenue”, and “total debt”. A non-GAAP financial measure is defined by relevant regulatory authorities as a numerical measure of an issuer’s historical or future financial performance, financial position or cash flow that is not specified, defined or determined under the issuer’s GAAP and that is not presented in an issuer’s financial statements. These non-GAAP measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Each non-GAAP financial measure used in this press release is defined and reconciled to its most directly comparable GAAP measure in the “Non-GAAP Financial Measures” section of our Management’s Discussion and Analysis filed concurrently with this press release.

    Reconciliation of total reported revenue to total combined revenue

        Three months ended   Nine months ended
        September 30,   September 30,
    (dollars in thousands)     2024   2023(ii)     2024   2023(ii)
    Revenue from wholly-owned entities per financial statements   $ 286,857     $ 196,881     $ 860,197     $ 636,398  
    Share of revenue from investments in affiliates and joint ventures     144,574       168,667       382,789       516,637  
    Elimination of joint venture subcontract revenue     (64,276 )     (90,791 )     (200,395 )     (277,369 )
    Total combined revenue(i)   $ 367,155     $ 274,757     $ 1,042,591     $ 875,666  

    (i)See “Non-GAAP Financial Measures”.
    (ii)The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.


    Reconciliation of reported gross profit to combined gross profit

        Three months ended   Nine months ended
        September 30,   September 30,
    (dollars in thousands)     2024
      2023(ii)     2024
      2023(ii)
    Gross profit from wholly-owned entities per financial statements   $ 65,098     $ 26,518     $ 168,057     $ 89,213  
    Share of gross profit from investments in affiliates and joint ventures     15,317       11,486       37,172       40,968  
    Combined gross profit(i)   $ 80,415     $ 38,004     $ 205,229     $ 130,181  

    (i)See “Non-GAAP Financial Measures”.
    (ii)The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.


    Reconciliation of net income to adjusted net earnings, adjusted EBIT, and adjusted EBITDA

        Three months ended   Nine months ended
        September 30,   September 30,
    (dollars in thousands)     2024     2023     2024     2023
    Net income   $ 13,901     $ 11,387     $ 39,277     $ 45,495  
    Adjustments:                
    Loss (gain) on disposal of property, plant and equipment     348       (311 )     641       189  
    Write-down on assets held for sale                 4,181        
    Stock-based compensation (benefit) expense     1,332       5,583       3,081       16,324  
    Change in fair value of contingent obligation from adjustments to estimates     17,727             26,585        
    Restructuring costs                 4,517        
    Acquisition costs           1,161             1,161  
    Loss on equity investment customer bankruptcy claim settlement                       759  
    Loss (gain) on derivative financial instruments     572       (2,618 )     845       (6,979 )
    Net unrealized loss (gain) on derivative financial instruments included in equity earnings in affiliates and joint ventures     1,836       572       2,806       (649 )
    Tax effect of the above items     (4,463 )     (1,479 )     (8,972 )     (4,240 )
    Adjusted net earnings(i)     31,253       14,295       72,961       52,060  
    Adjustments:                
    Tax effect of the above items     4,463       1,479       8,972       4,240  
    Increase in fair value of contingent obligation from interest accretion expense     4,262             12,360        
    Interest expense, net     15,003       8,119       44,939       22,941  
    Income tax expense     6,768       1,733       16,325       11,892  
    Equity earnings in affiliates and joint ventures(iii)     (4,428 )     (4,277 )     (9,545 )     (22,963 )
    Equity investment EBIT(i)(iii)     4,365       3,983       7,152       23,307  
    Adjusted EBIT(i)     61,686       25,332       153,164       91,477  
    Adjustments:                
    Depreciation and amortization     38,662       28,884       122,844       90,239  
    Write-down on assets held for sale                 (4,181 )      
    Equity investment depreciation and amortization(i)     6,036       5,155       14,689       14,111  
    Adjusted EBITDA(i)   $ 106,384     $ 59,371     $ 286,516     $ 195,827  
    Adjusted EBITDA margin(i)(ii)     29.0 %     21.6 %     27.5 %     22.4 %

    (i)See “Non-GAAP Financial Measures”.
    (ii)Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.
    (iii)The prior year amounts are adjusted to reflect a change in presentation. See “Accounting Estimates, Pronouncements and Measures”.


    Reconciliation of equity earnings in affiliates and joint ventures to equity investment EBIT

        Three months ended   Nine months ended
        September 30,   September 30,
    (dollars in thousands)     2024   2023(ii)     2024   2023(ii)
    Equity earnings in affiliates and joint ventures   $ 4,428     $ 4,277     $ 9,545     $ 22,963  
    Adjustments:                
    Interest (income) expense, net     (618 )     (742 )     (1,337 )     (915 )
    Income tax expense     738       448       (698 )     1,294  
    Loss (gain) on disposal of property, plant and equipment     (183 )           (358 )     (35 )
    Equity investment EBIT(i)   $ 4,365     $ 3,983     $ 7,152     $ 23,307  

    (i)See “Non-GAAP Financial Measures”.
    (ii)The prior year amounts are adjusted to reflect a change in accounting policy. See “Change in significant accounting policy – Basis of presentation”.


    About the Company

    North American Construction Group Ltd. is a premier provider of heavy civil construction and mining services in Canada, the U.S. and Australia. For 70 years, NACG has provided services to the mining, resource and infrastructure construction markets.

    For further information contact:

    Jason Veenstra
    Chief Financial Officer
    North American Construction Group Ltd.
    (780) 960-7171
    IR@nacg.ca
    www.nacg.ca

    Interim Consolidated Balance Sheets

    (Expressed in thousands of Canadian Dollars)
    (Unaudited) 

        September 30,
    2024
      December 31,
    2023
    Assets        
    Current assets        
    Cash   $ 77,670     $ 88,614  
    Accounts receivable     158,179       97,855  
    Contract assets     16,128       35,027  
    Inventories     77,150       64,962  
    Prepaid expenses and deposits     8,477       7,402  
    Assets held for sale     7,355       1,340  
          344,959       295,200  
    Property, plant and equipment, net of accumulated depreciation of $474,655 (December 31, 2023 – $423,345)     1,235,447       1,142,946  
    Operating lease right-of-use assets     13,404       12,782  
    Investments in affiliates and joint ventures     85,192       81,435  
    Other assets     5,082       7,144  
    Intangible assets     10,052       6,971  
    Total assets   $ 1,694,136     $ 1,546,478  
    Liabilities and shareholders’ equity        
    Current liabilities        
    Accounts payable   $ 123,110     $ 146,190  
    Accrued liabilities     47,724       72,225  
    Contract liabilities     300       59  
    Current portion of long-term debt     94,485       81,306  
    Current portion of contingent obligations     37,601       22,501  
    Current portion of operating lease liabilities     1,852       1,742  
          305,072       324,023  
    Long-term debt     723,487       611,313  
    Contingent obligations     101,752       93,356  
    Operating lease liabilities     12,010       11,307  
    Other long-term obligations     41,768       41,001  
    Deferred tax liabilities     118,133       108,824  
          1,302,222       1,189,824  
    Shareholders’ equity        
    Common shares (authorized – unlimited number of voting common shares; issued and outstanding – September 30, 2024 – 27,827,282 (December 31, 2023 – 27,827,282))     229,455       229,455  
    Treasury shares (September 30, 2024 – 996,435 (December 31, 2023 – 1,090,187))     (15,809 )     (16,165 )
    Additional paid-in capital     22,524       20,739  
    Retained earnings     154,398       123,032  
    Accumulated other comprehensive income (loss)     1,346       (407 )
    Shareholders’ equity     391,914       356,654  
    Total liabilities and shareholders’ equity   $ 1,694,136     $ 1,546,478  

    Interim Consolidated Statements of Operations and
    Comprehensive Income

    (Expressed in thousands of Canadian Dollars, except per share amounts)
    (Unaudited) 

        Three months ended   Nine months ended
        September 30,   September 30,
          2024   2023(i)     2024   2023(i)
    Revenue   $ 286,857     $ 196,881     $ 860,197     $ 636,398  
    Cost of sales     183,405       141,771       570,222       457,856  
    Depreciation     38,354       28,592       121,918       89,329  
    Gross profit     65,098       26,518       168,057       89,213  
    General and administrative expenses     10,945       12,485       36,630       38,638  
    Loss (gain) on disposal of property, plant and equipment     348       (311 )     641       189  
    Operating income     53,805       14,344       130,786       50,386  
    Equity earnings in affiliates and joint ventures     (4,428 )     (4,277 )     (9,545 )     (22,963 )
    Interest expense, net     15,003       8,119       44,939       22,941  
    Change in fair value of contingent obligations     21,989             38,945        
    Loss (gain) on derivative financial instruments     572       (2,618 )     845       (6,979 )
    Income before income taxes     20,669       13,120       55,602       57,387  
    Current income tax expense     2,238       1,495       5,003       3,198  
    Deferred income tax expense     4,530       238       11,322       8,694  
    Net income   $ 13,901     $ 11,387     $ 39,277     $ 45,495  
    Other comprehensive income                
    Unrealized foreign currency translation (gain) loss     (1,115 )     1,100       (1,753 )     1,462  
    Comprehensive income   $ 15,016     $ 10,287     $ 41,030     $ 44,033  
    Per share information                
    Basic net income per share   $ 0.52     $ 0.43     $ 1.47     $ 1.72  
    Diluted net income per share   $ 0.47     $ 0.39     $ 1.32     $ 1.51  

    (i)The prior year amounts are adjusted to reflect a change in accounting policy. See “Accounting Estimates, Pronouncements and Measures”.

    The MIL Network

  • MIL-OSI Russia: Materials for the Government meeting on October 31, 2024

    Translation. Region: Russian Federation –

    Source: Government of the Russian Federation – An important disclaimer is at the bottom of this article.

    The following issues are planned to be considered at the meeting:

    1. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 727320-8 “On the federal budget for 2025 and for the planning period of 2026 and 2027”

    The draft amendments are aimed at clarifying the provisions of the draft federal law adopted by the State Duma in the first reading.

    2. On the draft federal law “On Amendments to Article 2 of the Federal Law “On Assistance to the Development and Improvement of Management Efficiency in the Housing Sector and on Amendments to Certain Legislative Acts of the Russian Federation”

    The adoption of the bill will contribute to achieving the goals of the state program of the Russian Federation “Provision of affordable and comfortable housing and utilities to citizens of the Russian Federation”, approved by the Decree of the Government of the Russian Federation of December 30, 2017 No. 1710.

    3. On the draft federal law “On Amendments to Articles 340 and 342 of Part Two of the Tax Code of the Russian Federation”

    The bill is aimed at eliminating ambiguous interpretations of the current legislation on taxes and fees.

    4. On the draft federal law “On Amendments to Certain Legislative Acts of the Russian Federation” (in terms of bringing the provisions of certain federal laws into line with the provisions of the Civil Code of the Russian Federation)

    The bill is aimed at bringing legislative acts regulating the specifics of the civil-legal status of non-profit organizations of certain organizational-legal forms, types and kinds, as well as the special procedure for their state registration, into line with the provisions of the Civil Code.

    5. On the draft federal law “On Amendments to the Code of the Russian Federation on Administrative Offenses”

    The bill was prepared in order to secure the legal basis for the use of modern information technologies in proceedings on administrative offences.

    6. On the draft federal law “On Amendments to the Federal Law “On the Implementation of the Code of the Russian Federation on Administrative Offenses” (in terms of the use of electronic documents and regulation of remote participation in proceedings on administrative offenses)

    The bill was prepared with the aim of empowering individual government agencies to adopt regulatory legal acts governing the procedure for electronic document management and remote participation in proceedings on administrative offenses.

    7. On the draft federal law “On Amendments to the Labor Code of the Russian Federation” (in terms of providing guarantees to employees undergoing military service in connection with a special military operation, during the period of suspension of the employment contract, regardless of the term of the contract)

    The bill is aimed at protecting the labor rights of workers.

    8. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 727321-8 “On the budget of the Pension and Social Insurance Fund of the Russian Federation for 2025 and for the planning period of 2026 and 2027”

    The draft amendments are aimed at clarifying certain provisions of the draft federal law in terms of the areas of expenditure carried out by the Social Fund of Russia and the names of budget classification codes.

    Moscow, October 30, 2024

    The content of the press releases of the Department of Press Service and References is a presentation of materials submitted by federal executive bodies for discussion at a meeting of the Government of the Russian Federation.

    Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

    MIL OSI Russia News

  • MIL-OSI Russia: Government meeting (2024, No. 32)

    Translation. Region: Russian Federation –

    Source: Government of the Russian Federation – An important disclaimer is at the bottom of this article.

    1. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 727320-8 “On the federal budget for 2025 and for the planning period of 2026 and 2027”

    The draft amendments are aimed at clarifying the provisions of the draft federal law adopted by the State Duma in the first reading.

    2. On the draft federal law “On Amendments to Article 2 of the Federal Law “On Assistance to the Development and Improvement of Management Efficiency in the Housing Sector and on Amendments to Certain Legislative Acts of the Russian Federation”

    The adoption of the bill will contribute to achieving the goals of the state program of the Russian Federation “Provision of affordable and comfortable housing and utilities to citizens of the Russian Federation”, approved by the Decree of the Government of the Russian Federation of December 30, 2017 No. 1710.

    3. On the draft federal law “On Amendments to Articles 340 and 342 of Part Two of the Tax Code of the Russian Federation”

    The bill is aimed at eliminating ambiguous interpretations of the current legislation on taxes and fees.

    4. On the draft federal law “On Amendments to Certain Legislative Acts of the Russian Federation” (in terms of bringing the provisions of certain federal laws into line with the provisions of the Civil Code of the Russian Federation)

    The bill is aimed at bringing legislative acts regulating the specifics of the civil-legal status of non-profit organizations of certain organizational-legal forms, types and kinds, as well as the special procedure for their state registration, into line with the provisions of the Civil Code.

    5. On the draft federal law “On Amendments to the Code of the Russian Federation on Administrative Offenses”

    The bill was prepared in order to secure the legal basis for the use of modern information technologies in proceedings on administrative offences.

    6. On the draft federal law “On Amendments to the Federal Law “On the Implementation of the Code of the Russian Federation on Administrative Offenses” (in terms of the use of electronic documents and regulation of remote participation in proceedings on administrative offenses)

    The bill was prepared with the aim of empowering individual government agencies to adopt regulatory legal acts governing the procedure for electronic document management and remote participation in proceedings on administrative offenses.

    7. On the draft federal law “On Amendments to the Labor Code of the Russian Federation” (in terms of providing guarantees to employees undergoing military service in connection with a special military operation, during the period of suspension of the employment contract, regardless of the term of the contract)

    The bill is aimed at protecting the labor rights of workers.

    8. On the draft amendments of the Government of the Russian Federation to the draft federal law No. 727321-8 “On the budget of the Pension and Social Insurance Fund of the Russian Federation for 2025 and for the planning period of 2026 and 2027”

    The draft amendments are aimed at clarifying certain provisions of the draft federal law in terms of the areas of expenditure carried out by the Social Fund of Russia and the names of budget classification codes.

    Moscow, October 30, 2024

    The content of the press releases of the Department of Press Service and References is a presentation of materials submitted by federal executive bodies for discussion at a meeting of the Government of the Russian Federation.

    Please note: This information is raw content directly from the source of the information. It is exactly what the source states and does not reflect the position of MIL-OSI or its clients.

    MIL OSI Russia News

  • MIL-OSI: Superior Energy Services Announces Third Quarter 2024 Results and Conference Call

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, Oct. 30, 2024 (GLOBE NEWSWIRE) — Superior Energy Services, Inc. (the “Company”) filed its Form 10-Q for the period ended September 30, 2024. In accordance with the Company’s Shareholders Agreement, it will host a conference call with shareholders on November 1, 2024.

    For the third quarter of 2024, the Company reported net income from continuing operations of $21.9 million, or $1.09 per diluted share, with revenue of $197.3 million. This compares to net income from continuing operations of $29.5 million or $1.46 per diluted share, with revenue of $201.1 million, for the second quarter of 2024.

    The Company’s Adjusted EBITDA (a non-GAAP measure defined on page 4) was $57.8 million compared to $60.0 million for the second quarter of 2024. Refer to pages 11 and 12 for a reconciliation of Adjusted EBITDA to GAAP results.

    Third Quarter 2024 Geographic Breakdown

    U.S. land revenue was $36.0 million for the third quarter of 2024, a decrease of 8% compared to revenue of $39.0 million for the second quarter of 2024. The decline in U.S. land revenue was primarily driven by decreased activity from our premium drill pipe and bottom hole accessories product lines within our Rentals segment, consistent with a reduced U.S. land rig count.

    U.S. offshore revenue was $49.7 million in the third quarter of 2024, a decrease of 8% compared to revenue of $53.8 million in the second quarter of 2024. U.S. offshore revenue decreased primarily in our Well Services segments, with the most significant decline coming from our project-based completion services product line.  U.S. Offshore revenue in the Rentals segment for the third quarter of 2024 was up $1.6 million versus the second quarter of 2024, despite approximately $1.0 million of revenue slipping to the fourth quarter of 2024 due to hurricane activity in September.

    International revenue was $111.6 million in the third quarter of 2024, an increase of 3% compared to revenue of $108.4 million in the second quarter of 2024. International revenue was up across both our Rentals and Well Services segments, with the increase being driven by our hydraulic snubbing and well control services product lines.

    Third Quarter 2024 Segment Reporting

    The Rentals segment revenue in the third quarter of 2024 was $97.9 million, a 2% decrease compared to revenue of $99.9 million in the second quarter of 2024, primarily driven by reduced activity in U.S. land and hurricane disruptions in the U.S. offshore market. In the third quarter of 2024, Rentals segment income from operations was $43.9 million as compared to $44.1 million in the second quarter of 2024. Adjusted EBITDA was $55.9 million, a decrease from $56.0 million in the second quarter of 2024. Adjusted EBITDA Margin (a non-GAAP measure defined on page 4) was 57%, a 1% increase from the second quarter of 2024.

    The Well Services segment revenue in the third quarter of 2024 was $99.5 million, a 2% decrease compared to revenue of $101.2 million in the second quarter of 2024 and income from operations for the third quarter of 2024 was $3.8 million as compared to $10.7 million in the second quarter of 2024. Adjusted EBITDA for the third quarter of 2024 was $15.4 million with an Adjusted EBITDA Margin of 16%, as compared to Adjusted EBITDA of $19.1 million with an Adjusted EBITDA Margin of 19% in the second quarter of 2024. The Well Services segment sequential decline was primarily driven by lower activity in our project-based completion services product line.

    Liquidity

    As of September 30, 2024, the Company had cash, cash equivalents, and restricted cash of approximately $380.6 million.  As of September 30, 2024, our borrowing base, as defined in our credit agreement, was approximately $89.9 million, and we had $39.5 million in letters of credit outstanding which reduced the borrowing availability to $50.4 million. At September 30, 2024, we had no outstanding borrowings under our credit facility.

    During the third quarter of 2024, we utilized an indirect foreign exchange mechanism known as a Blue Chip Swap. The transactions were completed at implied exchange rates that were approximately 63.0% higher than the official exchange rate, resulting in a loss of approximately $5.1 million during the third quarter of 2024.

    During the third quarter of 2024, net cash from operating activities was $62.5 million. Free Cash Flow (a non-GAAP measure defined on page 4) for the third quarter of 2024 totaled $50.5 million as compared to $39.0 million for the second quarter of 2024. Refer to page 8 for a reconciliation of Free Cash Flow to Net Cash from Operating Activities.

    Third quarter 2024 capital expenditures were $12.0 million. The Company expects total capital expenditures for 2024 to be approximately $100 to $110 million. Approximately 91% of total 2024 capital expenditures are targeted for the replacement of existing assets.  Of the total estimated 2024 capital expenditures, approximately 68% is expected to be invested in the Rentals segment.

    2024 Guidance

    Our full year 2024 guidance remains consistent from the second quarter 2024 guidance. We expect 2024 revenue to come in at a range of $780 million to $840 million with 2024 Adjusted EBITDA expected to be in a range of $235 million to $265 million.

    Conference Call Information

    The Company’s management team will host a conference call on Friday, November 1, 2024, at 10:00 a.m. Eastern Time. The call will be available via live webcast in the “Events” section at ir.superiorenergy.com. To access via phone, participants can register for the call here, where they will be provided a phone number and access code. The call will be available for replay until November 1, 2025 on Superior’s website at ir.superiorenergy.com. If you are a shareholder and would like to submit a question, please email your question beforehand to Jamie Spexarth at ir@superiorenergy.com.

    About Superior Energy Services

    Superior Energy Services serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells.  For more information, visit: www.superiorenergy.com.

    Non-GAAP Financial Measures

    To supplement Superior’s consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company also uses Adjusted EBITDA and Adjusted EBITDA Margin. Management uses Adjusted EBITDA and Adjusted EBITDA Margin internally for financial and operational decision-making and as a means to evaluate period-to-period comparisons. The Company also believes these non-GAAP measures provide investors useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. Non-GAAP financial measures are not recognized measures for financial statement presentation under U.S. GAAP and do not have standardized meanings and may not be comparable to similar measures presented by other public companies. Adjusted EBITDA and Adjusted EBITDA Margin should be considered as supplements to, and not as substitutes for, or superior to, the corresponding measures calculated in accordance with GAAP. We define Adjusted EBITDA as net income (loss) from continuing activities before net interest expense, income tax expense (benefit) and depreciation, amortization, accretion and depletion, restructuring and transaction expenses, adjusted for other gains and losses and other expenses, net, which management does not consider representative of our ongoing operations. We define Adjusted EBITDA Margin as Adjusted EBITDA by segment as a percentage of segment revenues. For a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, please see the tables under “―Superior Energy Services, Inc. and Subsidiaries Reconciliation of Adjusted EBITDA” and “—Superior Energy Services, Inc. and Subsidiaries Reconciliation of Adjusted EBITDA by Segment” included on pages 11 and 12 of this press release.

    Free Cash Flow is defined as net cash from operating activities less payments for capital expenditures. Free Cash Flow is considered a non-GAAP financial measure under the SEC’s rules. Management believes, however, that Free Cash Flow is an important financial measure for use in evaluating the Company’s financial performance, as it measures our ability to generate additional cash from our business operations. Free Cash Flow should be considered in addition to, rather than as a substitute for, net income as a measure of our performance or net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of Free Cash Flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Therefore, we believe it is important to view Free Cash Flow as supplemental to our entire Statement of Cash Flows. Please see table under “—Condensed Consolidated Statements of Cash Flows” included on page 8 of this press release.

    The Company is unable to provide a reconciliation of the forward-looking non-GAAP financial measure, Adjusted EBITDA, contained in this press release to its most directly comparable GAAP financial measure, net income, as the information necessary for a quantitative reconciliation of the forward-looking non-GAAP financial measure to its respective most directly comparable GAAP financial measure is not (and was not, when prepared) available to the Company without unreasonable efforts due to the inherent difficulty and impracticability of predicting certain amounts required by GAAP with a reasonable degree of accuracy. Net income includes the impact of depreciation, income taxes and certain other items that impact comparability between periods, which may be significant and are difficult to project with a reasonable degree of accuracy. In addition, we believe such reconciliation could imply a degree of precision that might be confusing or misleading to investors. The probable significance of providing this forward-looking non-GAAP financial measure without the directly comparable GAAP financial measure is that such GAAP financial measure may be materially different from the corresponding non-GAAP financial measure.

    Forward-Looking Statements

    This press release contains, and future oral or written statements or press releases by the Company and its management may contain, certain forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks”, “will,” “could,” “may” and “estimates,” variations of such words and similar expressions identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements other than statements of historical fact regarding the Company’s financial position and results, financial performance, liquidity, market outlook, future capital needs, capital allocation plans, business strategies and other plans and objectives of our management for future operations and activities are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company’s management in light of its experience and prevailing circumstances on the date such statements are made. Such forward-looking statements, and the assumptions on which they are based, are inherently speculative and are subject to a number of risks and uncertainties, including but not limited to conditions in the oil and gas industry, U.S. and global market and economic conditions generally and macroeconomic conditions worldwide (including inflation, interest rates, supply chain disruptions and capital and credit markets conditions) and other uncertainties (such as the war in Ukraine and conflict in Israel and broader geopolitical tensions in the Middle East and eastern Europe)  that could cause the Company’s actual results to differ materially from such statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of the Company, which could cause actual results to differ materially from such statements.

    While the Company believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business.

    These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in the Company’s Form 10-K for the year ended December 31, 2023 and subsequent reports on Form 10-Qs and those set forth from time to time in the Company’s other periodic filings with the Securities and Exchange Commission, which are available at www.superiorenergy.com. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

    SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (in thousands, unaudited)
                                 
      Three Months Ended     Nine Months Ended  
      September 30,     June 30,     September 30,     September 30,  
      2024     2024     2023     2024     2023  
                                 
    Rentals $ 97,857     $ 99,851     $ 113,201     $ 305,799     $ 334,433  
    Well Services   99,450       101,230       97,184       301,223       340,562  
    Total revenues   197,307       201,081       210,385       607,022       674,995  
                                 
    Rentals   35,227       36,596       37,769       109,589       109,258  
    Well Services   74,172       71,672       72,076       214,717       239,062  
    Total cost of revenues   109,399       108,268       109,845       324,306       348,320  
                                 
    Depreciation, depletion, amortization and accretion   21,077       20,868       20,490       62,392       61,250  
    General and administrative expenses   33,458       33,404       30,089       101,837       92,256  
    Restructuring and transaction expenses   5,891                   5,891       1,983  
    Other gains, net   (133 )     (614 )     (4,073 )     (1,829 )     (5,424 )
    Income from operations   27,615       39,155       54,034       114,425       176,610  
                                 
    Other income (expense):                            
    Interest income, net   5,032       5,760       6,629       17,632       18,581  
    Loss on Blue Chip Swaps   (5,113 )           (12,120 )     (5,113 )     (12,120 )
    Other income (expense)   979       (2,082 )     (4,520 )     (2,916 )     (8,508 )
    Income from continuing operations before income taxes   28,513       42,833       44,023       124,028       174,563  
    Income tax expense   (6,597 )     (13,370 )     (11,403 )     (34,754 )     (44,615 )
    Net income from continuing operations   21,916       29,463       32,620       89,274       129,948  
    Income from discontinued operations, net of income tax         1,896       128       1,896       408  
    Net income $ 21,916     $ 31,359     $ 32,748     $ 91,170     $ 130,356  
                                 
    Income per share – basic:                            
    Net income from continuing operations $ 1.09     $ 1.46     $ 1.62     $ 4.43     $ 6.46  
    Income from discontinued operations, net of income tax         0.09       0.01       0.09       0.02  
    Net income $ 1.09     $ 1.55     $ 1.63     $ 4.52     $ 6.48  
                                 
    Income per share – diluted                            
    Net income from continuing operations $ 1.09     $ 1.46     $ 1.62     $ 4.42     $ 6.45  
    Income from discontinued operations, net of income tax         0.09             0.10       0.02  
    Net income $ 1.09     $ 1.55     $ 1.62     $ 4.52     $ 6.47  
                                 
    Weighted-average shares outstanding                            
    Basic   20,177       20,172       20,136       20,170       20,123  
    Diluted   20,186       20,183       20,159       20,182       20,144  
                                           
    SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    (in thousands, unaudited)
               
      September 30,     December 31,  
      2024     2023  
    ASSETS          
    Current assets:          
    Cash and cash equivalents $ 325,881     $ 391,684  
    Accounts receivable, net   200,106       276,868  
    Inventory   70,293       74,995  
    Income taxes receivable   13,383       10,542  
    Prepaid expenses   23,363       18,614  
    Other current assets   7,765       7,922  
    Total current assets   640,791       780,625  
    Property, plant and equipment, net   306,285       294,960  
    Note receivable   72,694       69,005  
    Restricted cash   54,707       85,444  
    Deferred tax assets   59,555       67,241  
    Other assets, net   42,319       43,718  
    Total assets $ 1,176,351     $ 1,340,993  
               
    LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
    Current liabilities:          
    Accounts payable $ 38,897     $ 38,214  
    Accrued expenses   106,203       103,782  
    Income taxes payable   20,100       20,220  
    Decommissioning liability   30,747       21,631  
    Total current liabilities   195,947       183,847  
    Decommissioning liability   140,030       148,652  
    Other liabilities   38,599       47,583  
    Total liabilities   374,576       380,082  
               
    Total equity   801,775       960,911  
    Total liabilities and equity $ 1,176,351     $ 1,340,993  
     
    SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands, unaudited) 
                                 
      Three Months Ended     Nine Months Ended  
      September 30,     June 30,     September 30,     September 30,  
      2024     2024     2023     2024     2023  
                                 
    Cash flows from operating activities                            
    Net income $ 21,916     $ 31,359     $ 32,748     $ 91,170     $ 130,356  
    Adjustments to reconcile net loss to net cash from operating activities:                            
    Depreciation, depletion, amortization and accretion   21,077       20,868       20,490       62,392       61,250  
    Loss on Blue Chip Swaps   5,113             12,120       5,113       12,120  
    Washington State Tax Settlement                           (27,068 )
    Decommissioning costs   (5,111 )     (143 )     (3,401 )     (5,684 )     (6,279 )
    Other non-cash items   (2,642 )     4,205       566       4,798       23,357  
    Changes in operating assets and liabilities:   22,162       17,487       (10,112 )     67,396       (38,390 )
    Net cash from operating activities   62,515       73,776       52,411       225,185       155,346  
                                 
    Cash flows from investing activities                            
    Payments for capital expenditures   (12,005 )     (34,744 )     (21,592 )     (67,447 )     (67,218 )
    Proceeds from sales of assets   292       669       9,563       3,577       24,710  
    Proceeds from sales of Blue Chip Swap securities   8,121             9,656       8,121       9,656  
    Purchases of Blue Chip Swap securities   (13,234 )           (21,776 )     (13,234 )     (21,776 )
    Net cash from investing activities   (16,826 )     (34,075 )     (24,149 )     (68,983 )     (54,628 )
                                 
    Cash flows from financing activities                            
    Distributions to shareholders                     (250,417 )      
    Repurchase of shares                     (962 )      
    Other   (358 )                 (1,363 )     (1,116 )
    Net cash from financing activities   (358 )                 (252,742 )     (1,116 )
    Net change in cash, cash equivalents, and restricted cash   45,331       39,701       28,262       (96,540 )     99,602  
    Cash, cash equivalents and restricted cash at beginning of period   335,257       295,556       410,447       477,128       339,107  
    Cash, cash equivalents, and restricted cash at end of period $ 380,588     $ 335,257     $ 438,709     $ 380,588     $ 438,709  
                                 
    Reconciliation of Free Cash Flow                            
    Net cash from operating activities $ 62,515     $ 73,776     $ 52,411     $ 225,185     $ 155,346  
    Payments for capital expenditures   (12,005 )     (34,744 )     (21,592 )     (67,447 )     (67,218 )
    Free Cash Flow $ 50,510     $ 39,032     $ 30,819     $ 157,738     $ 88,128  
                                 
    Free Cash Flow is a Non-GAAP measure. See Non-GAAP Financial Measures for our definition of Free Cash Flow.  
       
    SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
    REVENUE BY GEOGRAPHIC REGION BY SEGMENT
    (in thousands, unaudited)
                                 
      Three Months Ended     Nine Months Ended  
      September 30,     June 30,     September 30,     September 30,  
      2024     2024     2023     2024     2023  
    U.S. land                            
    Rentals $ 28,934     $ 32,713     $ 37,478     $ 100,653     $ 127,341  
    Well Services   7,027       6,242       8,223       20,735       20,384  
    Total U.S. land   35,961       38,955       45,701       121,388       147,725  
                                 
    U.S. offshore                            
    Rentals   32,228       30,644       44,681       100,123       117,867  
    Well Services   17,489       23,125       14,459       69,486       54,185  
    Total U.S. offshore   49,717       53,769       59,140       169,609       172,052  
                                 
    International                            
    Rentals   36,695       36,494       31,042       105,023       89,225  
    Well Services   74,934       71,863       74,502       211,002       265,993  
    Total International   111,629       108,357       105,544       316,025       355,218  
    Total Revenues $ 197,307     $ 201,081     $ 210,385     $ 607,022     $ 674,995  
                                           
    SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
    SEGMENT HIGHLIGHTS
    (in thousands, unaudited)
                                 
      Three Months Ended     Nine Months Ended  
      September 30,     June 30,     September 30,     September 30,  
      2024     2024     2023     2024     2023  
    Revenues                            
    Rentals $ 97,857     $ 99,851     $ 113,201     $ 305,799     $ 334,433  
    Well Services   99,450       101,230       97,184       301,223       340,562  
    Total Revenues $ 197,307     $ 201,081     $ 210,385     $ 607,022     $ 674,995  
                                 
    Income (loss) from Operations                            
    Rentals $ 43,856     $ 44,061     $ 56,253     $ 139,128     $ 167,373  
    Well Services   3,789       10,686       10,581       27,867       50,860  
    Corporate and other   (20,030 )     (15,592 )     (12,800 )     (52,570 )     (41,623 )
    Income from operations $ 27,615     $ 39,155     $ 54,034     $ 114,425     $ 176,610  
                                 
    Adjusted EBITDA                            
    Rentals $ 55,915     $ 56,023     $ 68,791     $ 174,959     $ 204,632  
    Well Services   15,427       19,078       15,137       56,028       69,697  
    Corporate and other   (13,576 )     (15,078 )     (12,125 )     (45,096 )     (37,207 )
    Total Adjusted EBITDA $ 57,766     $ 60,023     $ 71,803     $ 185,891     $ 237,122  
                                 
    Adjusted EBITDA Margin                            
    Rentals   57 %     56 %     61 %     57 %     61 %
    Well Services   16 %     19 %     16 %     19 %     20 %
    Corporate and other n/a     n/a     n/a     n/a     n/a  
    Total Adjusted EBITDA Margin   29 %     30 %     34 %     31 %     35 %
                                 
    Adjusted EBITDA is a Non-GAAP measure.  See Non-GAAP Financial Measures for our definition of Adjusted EBITDA and pages 11 and 12 for a reconciliation to income (loss) from operations.  
       
    SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
    RECONCILIATION OF ADJUSTED EBITDA
    (in thousands, unaudited)
                                 
      Three Months Ended     Nine Months Ended  
      September 30,     June 30,     September 30,     September 30,  
      2024     2024     2023     2024     2023  
                                 
    Net income from continuing operations $ 21,916     $ 29,463     $ 32,620     $ 89,274     $ 129,948  
    Depreciation, depletion, amortization and accretion   21,077       20,868       20,490       62,392       61,250  
    Interest income, net   (5,032 )     (5,760 )     (6,629 )     (17,632 )     (18,581 )
    Income tax expense   6,597       13,370       11,403       34,754       44,615  
    Restructuring expenses and other adjustments (1)   9,074             (2,721 )     9,074       (738 )
    Loss on Blue Chip Swap Securities   5,113             12,120       5,113       12,120  
    Other (income) expense, net   (979 )     2,082       4,520       2,916       8,508  
    Adjusted EBITDA $ 57,766     $ 60,023     $ 71,803     $ 185,891     $ 237,122  
                                 
    Adjusted EBITDA is a Non-GAAP measure.  See Non-GAAP Financial Measures for our definition of Adjusted EBITDA.  
                                 
    (1) Restructuring expenses and other adjustments for the three and nine months ended September 30, 2024 relate to costs associated with changes in our executive management and other restructuring costs.  Adjustments for the three and nine months ended September 30, 2023 relate to exit and disposal activities related to non-core businesses and other restructuring costs.  
       
    SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
    RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT
    (in thousands, unaudited)
                                 
      Three Months Ended     Nine Months Ended  
      September 30,     June 30,     September 30,     September 30,  
      2024     2024     2023     2024     2023  
    Rentals                            
    Income from operations $ 43,856     $ 44,061     $ 56,253     $ 139,128     $ 167,373  
    Depreciation, depletion, amortization and accretion   12,059       11,962       12,538       35,831       37,259  
    Adjusted EBITDA $ 55,915     $ 56,023     $ 68,791     $ 174,959     $ 204,632  
                                 
    Well Services                            
    Income from operations $ 3,789     $ 10,686     $ 10,581     $ 27,867     $ 50,860  
    Depreciation, depletion, amortization and accretion   8,455       8,392       7,277       24,978       21,558  
    Restructuring expenses and other adjustments(1)   3,183             (2,721 )     3,183       (2,721 )
    Adjusted EBITDA $ 15,427     $ 19,078     $ 15,137     $ 56,028     $ 69,697  
                                 
    Corporate                            
    Loss from operations $ (20,030 )   $ (15,592 )   $ (12,800 )   $ (52,570 )   $ (41,623 )
    Depreciation, depletion, amortization and accretion   563       514       675       1,583       2,433  
    Restructuring expenses and other adjustments (1)   5,891                   5,891       1,983  
    Adjusted EBITDA $ (13,576 )   $ (15,078 )   $ (12,125 )   $ (45,096 )   $ (37,207 )
                                 
    Total                            
    Income from operations $ 27,615     $ 39,155     $ 54,034     $ 114,425     $ 176,610  
    Depreciation, depletion, amortization and accretion   21,077       20,868       20,490       62,392       61,250  
    Restructuring expenses and other adjustments (1)   9,074             (2,721 )     9,074       (738 )
    Adjusted EBITDA $ 57,766     $ 60,023     $ 71,803     $ 185,891     $ 237,122  
                                 
    Adjusted EBITDA is a Non-GAAP measure.  See Non-GAAP Financial Measures for our definition of Adjusted EBITDA.  
                                 
    (1) Restructuring expenses and other adjustments for the three and nine months ended September 30, 2024 relate to costs associated with changes in our executive management and other restructuring costs.  Adjustments for the three and nine months ended September 30, 2023 relate to exit and disposal activities related to non-core businesses and other restructuring costs.  
       

    FOR FURTHER INFORMATION CONTACT:
    Jamie Spexarth, Chief Financial Officer
    1001 Louisiana St., Suite 2900
    Houston, TX 77002
    Investor Relations, ir@superiorenergy.com, (713) 654-2200

    The MIL Network

  • MIL-OSI USA: Congressman Bean Named 2024 Hero of Main Street

    Source: United States House of Representatives – Representative Aaron Bean Florida (4th District)

    WASHINGTON—The National Retail Federation (NRF) recently presented U.S. Congressman Aaron Bean (FL-04) with the Hero of Main Street Award. Congressman Bean earned this honor for his tireless work during the 118th Congress to prioritize small businesses and empower a vibrant retail industry. 

    In Florida, retail directly supports more than 2.3 million local jobs and contributes more than $357.4 billion in economic activity.

    “As a former small business owner, I know firsthand the burdens small businesses face. As a member of the House Small Business Committee, I’m committed to restoring optimism and advancing solutions to make it easier for owners to invest, hire, and watch their enterprises grow.”

    BACKGROUND

    Congressman Bean has introduced and supported the following pieces of legislation on behalf of the Fourth District’s small businesses and retail sector:

    • Passed H.R. 4666, We Want Our Money Back Act: Requires the Inspector General of the SBA to report to Congress with quarterly updates on the ongoing Paycheck Protection Program (PPP) and Economic Injury Disaster Loans (EIDL) fraud investigations.
       
    • Introduced H.R. 9033, the Let American Businesses Be on Record (LABOR) Act: Requires the Department of Labor (DOL) to hold panels with small business owners, as part of the Small Business Regulatory Enforcement Fairness Act (SBREFA), which will be impacted during the rulemaking process so that changes can be made before the rule is finalized.
       
    • Introduced H.R. 2744, the Freedom from Government Competition Act of 2023: Increases opportunities for private industries to provide goods and services without the threat of taxpayer-funded government competition. This bill puts American businesses first and saves taxpayer dollars from duplicative and wasteful spending.
       
    • Introduced H.R.7984, the Rural Small Business Resilience Act: Would require the Small Business Administration (SBA) to improve access to disaster assistance and relief programs for rural business owners to efficiently mitigate effects of natural disasters.
       
    • Cosponsored H.R. 4721, the Main Street Tax Certainty Act: Permanently extends tax deductions for small and family-owned businesses, giving them greater flexibility to invest in new employers, expansion, or their communities.
       
    • Cosponsored H.R. 895, the Combatting Organized Retail Crime Act: Would deter future attacks on U.S. retailers by enhancing federal coordination, establishing an aligned multi-agency response, and creating new tools to tackle evolving trends in organized retail theft. 

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    MIL OSI USA News