First Foundation Inc. Announces Reclassification of $1.9 Billion of Multifamily Portfolio to Loans Held for Sale and Conversion of Series B Noncumulative Convertible Preferred Stock to Common Stock
“Our decision to transfer these multifamily loans to held for sale marks an important next step in the Company's strategic roadmap to fortify the balance sheet and embrace a more offensive-minded posture,” said
The Company also announced today that, following its Special Meeting of Stockholders held on
Following this conversion, the following securities of the Company were issued and outstanding as of the close of business on
The following table shows First Foundation’s pro forma tangible book value as of
Pro Forma Tangible Book Value Per Share (unaudited) |
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Shareholders’ Equity as of |
|
|
||
(in thousands, except per share amounts and number of shares outstanding) |
|
|
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Shareholders’ Equity |
$ |
933,244 |
|
|
Less: Intangible Assets |
|
(4,222 |
) |
|
Tangible Common Equity(1) |
$ |
929,022 |
|
|
|
|
|
||
Add: |
|
|
||
Series A Preferred Equity |
$ |
87,888 |
|
|
Series B Preferred Equity |
|
42,719 |
|
|
Common Equity(2) |
|
84,446 |
|
|
Total Equity from |
$ |
215,053 |
|
|
Total Tangible Common Equity (as adjusted) |
$ |
1,144,075 |
|
|
|
|
|
||
Common Shares Outstanding as of |
|
56,543,382 |
|
|
Common Shares Issued in the |
|
|
||
Common Shares underlying the Series A Preferred Shares |
|
29,811,000 |
|
|
Common Shares underlying the Series B Preferred Shares |
|
14,490,000 |
|
|
Common Shares |
|
11,308,676 |
|
|
Common Shares Outstanding (as adjusted)(3) |
|
112,153,058 |
|
|
|
|
|
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Pro Forma Tangible Book Value Per Share (as adjusted) |
$ |
10.20 |
|
(1) |
Non-GAAP financial measure |
|
(2) |
Includes common stock, additional paid-in-capital and other non-preferred shareholders’ equity accounts |
|
(3) |
Excludes (a) 22,239,000 shares of common stock issuable upon conversion of 22,239 shares of Series C Preferred Stock issuable upon exercise of the Warrants issued in the |
About
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, including forward-looking statements regarding our expectations and beliefs about the quarter-end fair-value pricing of the loans transferred to held for sale, potential loans sales and our future financial performance, financial condition and plans. Forward-looking statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," "outlook," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." The forward-looking statements in this press release are based on current information and on assumptions that we make about future events and circumstances that are subject to a number of risks and uncertainties that are often difficult to predict and beyond our control. As a result of those risks and uncertainties, our actual financial results and activities in the future could differ, possibly materially, from those expressed in or implied by the forward-looking statements contained in this press release and could cause us to make changes to our future plans. Those risks and uncertainties include, but are not limited to, the risk of incurring credit losses, which is an inherent risk of the banking business; the quality and quantity of our deposits; adverse developments in the financial services industry generally such as bank failures and any related impact on depositor behavior or investor sentiment; risks related to the sufficiency of liquidity; risk that we will not be able to grow at historic rates or at all; the risk that we will not be able to access the securitization market or otherwise sell loans on favorable or anticipated terms or at all; changes in general economic conditions, including real estate values, either nationally or locally in the areas in which we conduct or will conduct our business; risks associated with changes in interest rates, which could adversely affect our interest income, interest rate margins, and the value of our interest-earning assets, and therefore, our future operating results; the risk that the performance of our investment management business or of the equity and bond markets could lead clients to move their funds from or close their investment accounts with us, which would reduce our assets under management and adversely affect our operating results; negative impacts of news or analyst reports about us or the financial services industry; the impacts of inflation on us and our customers; results of examinations by regulatory authorities and the possibility that such regulatory authorities may, among other things, limit our business activities or our ability to pay dividends, or impose fines, penalties or sanctions; the risk that we may be unable or that our board of directors may determine that it is inadvisable to pay future dividends at historic levels or at all; risks associated with changes in income tax laws and regulations; and risks associated with seeking new client relationships and maintaining existing client relationships.
Additional information regarding these and other risks and uncertainties to which our business and future financial performance are subject is contained in our Annual Report on Form 10-K for the fiscal year ended
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