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8-K - 8-K - DIME COMMUNITY BANCSHARES INC | form8k.htm |
EX-99.3 - EXHIBIT 99.3 - DIME COMMUNITY BANCSHARES INC | ex99_3.htm |
EX-99.2 - EXHIBIT 99.2 - DIME COMMUNITY BANCSHARES INC | ex99_2.htm |
Exhibit 99.1
DIME COMMUNITY BANCSHARES, INC. REPORTS 70% YEAR-OVER-YEAR INCREASE IN BUSINESS BANKING ORIGINATIONS
Repurchased Approximately 3% of Outstanding Shares During the Third Quarter
Brooklyn, NY – October 26, 2018 - Dime Community Bancshares, Inc. (NASDAQ: DCOM) (the “Company” or “Dime” or “its”), the parent company of Dime
Community Bank (the “Bank”), today reported net income of $11.8 million for the quarter ended September 30, 2018, or $0.32 per diluted common share, compared with net income of $12.3 million for the quarter ended June 30, 2018, or $0.33 per diluted
common share, and net income of $13.3 million for the quarter ended September 30, 2017, or $0.35 per diluted common share.
The linked quarter decline in EPS was attributable to a 12 basis point increase in the cost of funds which was partially offset by an 8 basis
point increase in overall loan yields (excluding prepayment fee income), a $0.8 million increase in marketing-related non-interest expenses, and a $0.2 million reduction in prepayment fee income.
Commenting on the linked quarter decline in earnings, Kenneth J. Mahon, President and CEO of the Company, stated “Since the start of the rate
tightening cycle in December 2016, our deposit betas have been fairly low as our cost of deposits increased by only 22 basis point on a cumulative basis from the fourth quarter of 2016 to the second quarter of 2018, while the Federal Reserve raised
rates 150 basis points over the corresponding period. During the third quarter of 2018, our cost of deposits increased by 12 basis points as we took proactive steps to retain money market customers, and grow our certificates of deposit portfolio.
We are managing our deposit pricing to remain competitive with the market while keeping our loan-to-deposit ratio range bound at approximately 125%. We remain committed to managing
the balance sheet and the loan-to-deposit ratio with the goal of keeping deposit betas as low as possible. At the same time, low-cost Business Banking deposits are growing and helping to reduce our overall deposit betas.”
Loan Portfolio Yield Turns Upward
Mr. Mahon continued, “The Business Banking division loan portfolio reached $511 million at September 30, 2018, versus $375 million at June 30,
2018. As the Business Banking portfolio becomes a larger percentage of our overall balance sheet, we expect our overall loan yields to continue trending upwards. Notably, overall loan yields excluding prepayment fee income increased by 8 basis
points when comparing the third quarter of 2018 to the second quarter of 2018, versus a 2 basis point decline when comparing the second quarter of 2018 to the first quarter of 2018. Given the tremendous opportunity we see for this division to
re-mix our balance sheet and create long-term commercial-bank like margins and returns, we remain focused on adding relationship bankers and support staff, which may result in modest increases in near-term operating expenses.”
|
Page 2 |
Mr. Mahon concluded, “Finally, prepayment related fee income has been a smaller contributor to earnings over this rate-tightening cycle than
prior cycles. Thus far, many existing borrowers, especially those with low coupon loans, appear to be waiting to get close to the reset date on their loans before refinancing rather than prepaying early in anticipation of higher rates. On the
positive side, and as outlined in the table below, this behavior has resulted in Dime having a significant amount of real estate loans, on our balance sheet, that will reach contractual repricings (generally at 200-250 basis points over the then
current 5-Year Federal Home Loan Bank advance rate) over the next two years. The presence of these loans on our balance sheet significantly increases our asset sensitivity and provides us the opportunity to increase net interest margin (“NIM”)
going forward.”
(As of September 30, 2018)
|
FY 2019
|
FY 2020
|
Amount of Repricing Real Estate Loans
|
$717 million
|
$925 million
|
Current Weighted Average Rate
|
3.25%
|
3.42%
|
Highlights for the third quarter of 2018 included:
· |
Continued strong Business Banking originations of $146.0 million in the third quarter, a 70% increase versus the third quarter of 2017,
|
· |
New Business Banking loan originations for the third quarter were at significantly higher rates than the overall portfolio; the weighted average rate (“WAR”) on new
Business Banking real estate originations was 4.99% and the WAR on new C&I originations was 5.67% for the three months ended September 30, 2018, compared to the total real estate and C&I loan portfolio WAR of 3.73% at September
30, 2018,
|
· |
Strong growth in checking account balances; on a year-over-year basis, the sum of average non-interest bearing checking account balances and average interest bearing
checking account balances increased by 14.3% to $477.7 million for the current quarter,
|
· |
Loan-to-deposit ratio declined to 123.5% at September 30, 2018, versus 136.8% at September 30, 2017,
|
· |
The Company repurchased 973,200 shares, which represented approximately 3% of beginning period shares outstanding in the third quarter of 2018 at a weighted average price
of $17.88,
|
· |
Consolidated Company commercial real estate (“CRE”) concentration ratio of 706% at September 30, 2018, versus 849% for the year-ago period,
|
· |
Successfully launched the Residential Lending division, which is actively taking applications and has closed several loans already,
|
· |
Non-performing assets and loans 90 days or more past due on accrual status declined to $4.2 million at September 30, 2018, and represented only 0.07% of total assets at
that date, and
|
· |
Reported book value per share and tangible book value per share (which consists of common equity less goodwill, divided by number of shares outstanding) grew to $16.49 and
$14.97, respectively, at September 30, 2018 (See “Non-GAAP Reconciliation” tables at the end of this news release).
|
Mr. Mahon commented, “The talented staff, core commercial bank platform, and processes that are now in place at Dime will serve us well in the future and
continue to improve our franchise value. We are on track to surpass our internal full year 2018 portfolio growth target for the Business Banking division. As we commence the planning process for FY 2019, we are even more confident that our Business
Banking division will accelerate the re-mixing of our balance sheet towards a more relationship-driven model and drive solid, long-term risk adjusted margins. We remain committed to responsible growth and efficiently managing our capital base.
Notably, during the third quarter, we returned $17 million of capital to shareholders via share repurchases.”
|
Page 3 |
Management’s Discussion of Quarterly Operating Results
Net Interest Income
Net interest income in the third quarter of 2018 was $35.0
million, a decrease of $1.0 million (3.1%) from the second quarter of 2018 and a decrease of $3.4 million (8.9%) over the third quarter of 2017. NIM was 2.33% during the third quarter of 2018, compared to 2.39% in the second quarter of 2018, and
2.53% during the third quarter of 2017. The linked quarter decrease in NIM was mainly due to a 12 basis point increase in the average cost of funds and a $0.2 million linked quarter reduction in income related to loan prepayment activity. Net
interest margin, excluding income related to prepayment activity decreased by 5 basis points versus the second quarter of 2018.
Average interest-earning assets were $6.02 billion for the third quarter of 2018, a 2.0% (annualized) decrease from $6.05 billion for the second quarter of 2018, and a 1.1% decrease from $6.08 billion for the third quarter of 2017. The decrease in average interest earnings assets was primarily driven by
a decrease in the level of real estate loans.
Average securities and other short-term investments were $628.7 million for the third quarter of 2018, a 21.5% (annualized) increase from $596.6
million for the second quarter of 2018, and a 308.0% increase from $154.1 million for the third quarter of 2017.
“Over the course of the past five quarters, we have significantly increased the level of on balance sheet liquidity, such that the ratio of cash
and unencumbered securities to total assets was 9.2% at September 30, 2018, versus 2.0% at June 30, 2017. While this liquidity build has negatively impacted our level of reported earnings, we believe it was the right strategic decision for the
Company as it relates to our strategic asset diversification objectives, and the enhanced overall scrutiny on liquidity management practices for the banking industry. Having run numerous liquidity stress testing scenarios over the past year, we
believe that our current level of on balance sheet liquidity is at an appropriate level for an institution of our size, risk profile, and customer base,” stated Mr.
Mahon.
For the third quarter of 2018, the average yield on interest-earning assets was 3.63%, an increase of 6 basis points compared with the second
quarter of 2018, and an increase of 10 basis points compared to the third quarter of 2017. The average cost of funds (which includes Federal Home Loan Bank advances)
was 1.52% for the third quarter of 2018, an increase of 12 basis points versus the second quarter of 2018, and an increase of 38 basis points versus the third quarter of 2017.
Loans
The real estate loan portfolio decreased by $25.9 million (2.0% annualized) during
the third quarter of 2018. Real estate loan originations were $149.0 million during the third quarter of 2018, at a weighted average interest rate of 4.90%, compared to $122.9 million of originations for the prior quarter, at a weighted average
interest rate of 4.82% during the second quarter of 2018. Real estate loan amortization and satisfactions totaled $181.9 million, or 14.0% (annualized) of the portfolio balance,
at an average rate of 3.75%. The annualized loan payoff rate of 14.0% for the third quarter of 2018 was lower the second quarter of 2018 (19.2%) and the third quarter of 2017 (10.2%). The
elevated real estate loan payoffs during the second quarter of 2018 were primarily due to one large relationship that paid off totaling approximately $53.5 million. Average real estate loans were $5.20 billion in the third quarter of 2018, a decrease of $107.7 million (8.1% annualized) from the second quarter of 2018, and a decrease of $642.9 million (11.0%) from the third quarter of 2017.
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Page 4 |
Included in total real estate loan originations during the third quarter of 2018 were $101.8 million of originations from the Business Banking division at
a weighted average rate of 4.99%, compared to $74.2 million of originations at a weighted average rate of 4.81% during the second quarter of 2018.
Commercial and industrial (“C&I”) loan originations were $44.3 million during the third quarter of 2018, at a weighted average rate of 5.67%, compared
to $68.3 million at a weighted average rate of 5.72% during the second quarter of 2018. Total C&I loan balances were $207.7 million at the end of the third quarter of 2018, compared to $172.5 million at the end of the second quarter of 2018.
Deposits and Borrowed Funds
The Company continues to focus on growing relationship-based business deposits sourced from its retail branches and its Business Banking
division. The Business Banking division ended the third quarter of 2018 with approximately $66 million of low-cost relationship-based checking and leasehold deposits at an average rate of approximately one basis point and total deposits of $110
million at an average rate of 50 basis points, compared to approximately $24 million of checking and leasehold deposits at an average rate of approximately zero basis points and total deposits of $35 million at an average rate of 21 basis points,
respectively, for the year-ago time period.
The average rate of total deposits increased 12 basis points on a linked quarter basis to 1.21% as the Bank increased rates on selected money
market and certificates of deposit products. Total deposits increased by $22.9 million (2.1% annualized) on a linked quarter basis to $4.38 billion, despite net outflows from the DimeDirect internet channel totaling $129.9 million in the third
quarter.
The loan-to-deposit ratio was 123.5% at September 30, 2018, compared to 124.0% at June 30, 2018 and 136.8% at September 30, 2017.
Total borrowings remained relatively unchanged, at $1.04 billion, as compared to the second quarter of 2018. At September 30, 2018, 27% of the
$1.04 billion borrowing portfolio consisted of bullet advances that have a remaining term of less than a year, compared to 54% of the $1.22 billion borrowing portfolio
from the prior year period.
Non-Interest Income
Non-interest income was $2.2 million during the third quarter of 2018, which was flat compared to the second quarter of 2018, and a decrease of $2.1
million compared to the third quarter of 2017. Non-interest income for the third quarter of 2017 included a gain of $2.6 million from the sale of the Company’s pooled bank trust preferred securities portfolio.
Non-Interest Expense
Total non-interest expense was $21.6 million during the third quarter of 2018, $20.8 million during the second quarter of 2018, and $22.2 million during
the third quarter of 2017. Non-interest expenses for the third quarter of 2017 included $1.3 million of expenses related to the extinguishment of debt. The linked quarter increase in non-interest expense was primarily driven by a $0.8 million
increase in marketing expenses. On a year-over-year basis, salaries and employee benefits increased by $2.4 million as the Company added relationship bankers and support staff for its Business Banking division buildout.
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Page 5 |
The ratio of non-interest expense to average assets was 1.39% during the third quarter of 2018, 1.33% during the second quarter of 2018, and 1.41% during
the third quarter of 2017.
The efficiency ratio was 58.1% during the third quarter of 2018, 54.4% during the second quarter of 2018, and 55.3% during the third quarter of 2017.
Income Tax Expense
The reported effective tax rate for the third quarter of 2018 decreased to 23.1% from 25.0% for the second quarter of 2018.
Credit Quality
Non-performing loans at September 30, 2018 were $3.0 million, or 0.05% of total loans, an increase from $1.6 million, or 0.03% of total loans, at June 30,
2018. The allowance for loan losses was 0.39% of total loans at both September 30, 2018 and June 30, 2018. At September 30, 2018, non-performing assets represented 0.7% of the sum of tangible common equity plus the allowance for loan losses and
reserve for contingent liabilities (this non-Generally Accepted Accounting Principle (“GAAP”) statistic is otherwise known as the "Texas Ratio"), which is lower than the ratio of 1.1% at June 30, 2018 (see “Problem Assets as a Percentage of
Tangible Capital and Reserves” table and “Non-GAAP Reconciliation” table at the end of this news release). A loan loss provision of $0.3 million was recorded during the third quarter of 2018, compared to a loan loss provision of $1.1 million
during the second quarter of 2018, and a loan loss provision of $0.02 million during the third quarter of 2017.
Capital Management
The Company’s consolidated Tier 1 capital to average assets (“leverage ratio”), which was 8.96% at September 30, 2018, was in excess of all applicable
regulatory requirements.
The bank’s regulatory capital ratios continued to be in excess of all applicable regulatory requirements inclusive of conservation buffer amounts. At
September 30, 2018, the bank’s leverage ratio was 10.07%, while Tier 1 capital to risk-weighted assets and Total capital to risk-weighted assets ratios were 13.26% and 13.71%, respectively.
Mr. Mahon commented, “During the third quarter, we repurchased approximately 3% of our outstanding shares. Pro forma for this repurchase, our Tangible
Common Equity to Tangible Assets Ratio was 8.78% at September 30, 2018.”
Diluted earnings per common share of $0.32 exceeded the quarterly $0.14 cash dividend per share by 129% during the third quarter of 2018, equating to a
43.75% dividend payout ratio.
Book value per share was $16.49 and tangible book value per share (common equity less goodwill divided by number of shares outstanding) (see “Non-GAAP
Reconciliation” tables at the end of this news release) was $14.97 at September 30, 2018.
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Page 6 |
Outlook for the Quarter Ending December 31, 2018
The Company continues to prioritize NIM stabilization over earning asset growth at lower margins. Its posted rack rates on multifamily loans continue to be
above the rates offered by many competitors, thereby affecting the level of multifamily originations. As such, the multifamily portfolio is expected to be lower on a linked quarter basis. Declines in the multifamily portfolio are expected to be
offset by growth in the Business Banking portfolio and the Residential Lending portfolio. As mentioned previously in the earnings release, the Business Banking division is expected to surpass its initial year-end 2018 portfolio growth targets.
Loan loss provision for the fourth quarter of 2018 is expected to be driven by the composition of loan portfolio growth, subject to management’s assessment
of the adequacy of the allowance for loan losses.
Non‐interest expense is currently expected to be approximately between $21.5 million and 22.0 million during the fourth quarter of 2018.
The Company projects that the consolidated effective tax rate will approximate 24% in the December 2018 quarter.
ABOUT DIME COMMUNITY BANCSHARES, INC.
The Company had $6.29 billion in consolidated assets as of September 30, 2018. The bank was founded in 1864, is headquartered in Brooklyn, New York, and
currently has twenty-nine branches located throughout Brooklyn, Queens, the Bronx, Nassau County and Suffolk County, New York. More information on the Company and the bank can be found on Dime's website at www.dime.com.
This news release contains a number of 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 (the "Exchange Act"). These statements may be identified by use of words such as "anticipate," "believe," “continue,” "could," "estimate," "expect," "intend," “likely,”
"may," "outlook," "plan," "potential," "predict," "project," "should," "will," "would" and similar terms and phrases, including references to assumptions.
Forward-looking statements are based upon various assumptions and analyses made by the Company in light of management's experience and
its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. These statements are not guarantees of future performance and are subject to
risks, uncertainties and other factors (many of which are beyond the Company's control) that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Accordingly, you should not
place undue reliance on such statements. Factors that could affect our results include, without limitation, the following: the timing and occurrence or non-occurrence of events may be subject to circumstances beyond the Company’s control; there may
be increases in competitive pressure among financial institutions or from non-financial institutions; changes in the interest rate environment may reduce interest margins; changes in deposit flows, loan demand or real estate values may adversely
affect the business of the Company and/or the Bank; unanticipated or significant increases in loan losses; changes in accounting principles, policies or guidelines may cause the Company’s financial condition to be perceived differently; changes in
corporate and/or individual income tax laws may adversely affect the Company's financial condition or results of operations; general economic conditions, either nationally or locally in some or all areas in which the Company conducts business, or
conditions in the securities markets or the banking industry may be less favorable than the Company currently anticipates; legislation or regulatory changes may adversely affect the Company’s business; technological changes may be more difficult or
expensive than the Company anticipates; there may be failures or breaches of information technology security systems; success or consummation of new business initiatives may be more difficult or expensive than the Company anticipates; or litigation
or other matters before regulatory agencies, whether currently existing or commencing in the future, may delay the occurrence or non-occurrence of events longer than the Company anticipates.
Contact: Avinash Reddy
Senior Vice President – Corporate Development and Treasurer
718-782-6200 extension 5909
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands except share amounts)
September 30,
2018
|
June 30,
2018
|
December 31,
2017
|
||||||||||
ASSETS:
|
||||||||||||
Cash and due from banks
|
$
|
132,822
|
$
|
150,992
|
$
|
169,455
|
||||||
Mortgage-backed securities available for sale
|
465,490
|
414,938
|
351,384
|
|||||||||
Marketable equity securities, at fair value
|
6,111
|
6,368
|
-
|
|||||||||
Investment securities available for sale
|
5,088
|
5,078
|
4,006
|
|||||||||
Trading securities
|
-
|
-
|
2,715
|
|||||||||
Real Estate Loans:
|
||||||||||||
One-to-four family and cooperative/condominium apartment
|
71,464
|
60,159
|
63,095
|
|||||||||
Multifamily residential and residential mixed use (1)(2)
|
4,015,424
|
4,106,094
|
4,381,180
|
|||||||||
Commercial real estate
|
1,106,430
|
1,053,582
|
1,010,603
|
|||||||||
Acquisition, development, and construction ("ADC")
|
11,144
|
10,526
|
9,189
|
|||||||||
Total real estate loans
|
5,204,462
|
5,230,361
|
5,464,067
|
|||||||||
Commercial and industrial ("C&I")
|
207,743
|
172,522
|
136,671
|
|||||||||
Other loans
|
1,162
|
1,477
|
1,379
|
|||||||||
Allowance for loan losses
|
(21,330
|
)
|
(20,984
|
)
|
(21,033
|
)
|
||||||
Total loans, net
|
5,392,037
|
5,383,376
|
5,581,084
|
|||||||||
Premises and fixed assets, net
|
24,736
|
25,340
|
24,326
|
|||||||||
Loans held for sale
|
-
|
430
|
-
|
|||||||||
Federal Home Loan Bank of New York capital stock
|
53,842
|
53,874
|
59,696
|
|||||||||
Bank Owned Life Insurance ("BOLI")
|
110,706
|
109,977
|
108,545
|
|||||||||
Goodwill
|
55,638
|
55,638
|
55,638
|
|||||||||
Other assets
|
47,723
|
47,164
|
46,611
|
|||||||||
TOTAL ASSETS
|
$
|
6,294,193
|
$
|
6,253,175
|
$
|
6,403,460
|
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY:
|
||||||||||||
Deposits:
|
||||||||||||
Non-interest bearing checking
|
$
|
368,780
|
$
|
356,626
|
$
|
307,746
|
||||||
Interest-bearing checking
|
112,180
|
121,060
|
124,283
|
|||||||||
Savings
|
342,908
|
349,790
|
362,092
|
|||||||||
Money Market
|
2,220,719
|
2,280,915
|
2,517,439
|
|||||||||
Sub-total
|
3,044,587
|
3,108,391
|
3,311,560
|
|||||||||
Certificates of deposit
|
1,337,663
|
1,251,002
|
1,091,887
|
|||||||||
Total Due to Depositors
|
4,382,250
|
4,359,393
|
4,403,447
|
|||||||||
Escrow and other deposits
|
119,796
|
89,302
|
82,168
|
|||||||||
Federal Home Loan Bank of New York advances
|
1,042,925
|
1,043,650
|
1,170,000
|
|||||||||
Subordinated Notes Payable, net
|
113,722
|
113,686
|
113,612
|
|||||||||
Other liabilities
|
31,923
|
31,612
|
35,666
|
|||||||||
TOTAL LIABILITIES
|
5,690,616
|
5,637,643
|
5,804,893
|
|||||||||
STOCKHOLDERS' EQUITY:
|
||||||||||||
Common stock ($0.01 par, 125,000,000 shares authorized, 53,690,825 shares and 53,624,453 shares issued at September 30, 2018 and December 31, 2017, respectively, and 36,612,153 shares and 37,419,070 shares outstanding at September 30, 2018 and December 31, 2017, respectively)
|
537
|
537
|
536
|
|||||||||
Additional paid-in capital
|
277,718
|
278,194
|
276,730
|
|||||||||
Retained earnings
|
558,357
|
551,818
|
535,130
|
|||||||||
Accumulated other comprehensive loss, net of deferred taxes
|
(5,734
|
)
|
(4,578
|
)
|
(3,641
|
)
|
||||||
Unearned Restricted Stock Award common stock
|
(4,699
|
)
|
(4,821
|
)
|
(2,894
|
)
|
||||||
Common stock held by the Benefit Maintenance Plan
|
(1,509
|
)
|
(2,148
|
)
|
(2,736
|
)
|
||||||
Treasury stock (17,053,672 shares and 16,205,383 shares at September 30, 2018 and December 31, 2017,
respectively)
|
(221,093
|
)
|
(203,470
|
)
|
(204,558
|
)
|
||||||
TOTAL STOCKHOLDERS' EQUITY
|
603,577
|
615,532
|
598,567
|
|||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
6,294,193
|
$
|
6,253,175
|
$
|
6,403,460
|
(1) |
Includes loans underlying cooperatives.
|
(2) |
While the loans within this category are often considered "commercial real estate" in nature, multifamily and loans underlying cooperatives are here reported separately from
commercial real estate loans in order to emphasize the residential nature of the collateral underlying this significant component of the total loan portfolio.
|
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except share and per share amounts)
For the Three Months Ended
|
For the Nine Months Ended
|
|||||||||||||||||||
September 30,
2018
|
June 30,
2018
|
September 30,
2017
|
September 30,
2018
|
September 30,
2017
|
||||||||||||||||
Interest income:
|
||||||||||||||||||||
Loans secured by real estate
|
$
|
47,486
|
$
|
47,828
|
$
|
51,621
|
$
|
144,889
|
$
|
153,233
|
||||||||||
Commercial and industrial ("C&I")
|
2,729
|
2,156
|
1,043
|
6,541
|
1,558
|
|||||||||||||||
Other loans
|
18
|
18
|
19
|
55
|
55
|
|||||||||||||||
Mortgage-backed securities
|
2,852
|
2,406
|
27
|
7,515
|
55
|
|||||||||||||||
Investment securities
|
59
|
49
|
108
|
123
|
462
|
|||||||||||||||
Other short-term investments
|
1,480
|
1,547
|
811
|
4,537
|
2,139
|
|||||||||||||||
Total interest income
|
54,624
|
54,004
|
53,629
|
163,660
|
157,502
|
|||||||||||||||
Interest expense:
|
||||||||||||||||||||
Deposits and escrow
|
13,361
|
11,988
|
9,408
|
36,100
|
28,424
|
|||||||||||||||
Borrowed funds
|
6,235
|
5,882
|
5,763
|
18,384
|
15,080
|
|||||||||||||||
Total interest expense
|
19,596
|
17,870
|
15,171
|
54,484
|
43,504
|
|||||||||||||||
Net interest income
|
35,028
|
36,134
|
38,458
|
109,176
|
113,998
|
|||||||||||||||
Provision for loan losses
|
335
|
1,113
|
23
|
1,641
|
1,520
|
|||||||||||||||
Net interest income after provision for loan losses
|
34,693
|
35,021
|
38,435
|
107,535
|
112,478
|
|||||||||||||||
Non-interest income:
|
||||||||||||||||||||
Service charges and other fees
|
1,233
|
1,299
|
948
|
3,443
|
2,661
|
|||||||||||||||
Mortgage banking income, net
|
79
|
102
|
69
|
292
|
150
|
|||||||||||||||
Gain on equity and trading securities
|
99
|
19
|
28
|
114
|
162
|
|||||||||||||||
Gain on sale of securities and other assets
|
-
|
-
|
2,607
|
1,370
|
-
|
|||||||||||||||
Gain on sale of loans
|
18
|
35
|
-
|
143
|
2,607
|
|||||||||||||||
Income from BOLI
|
729
|
720
|
558
|
2,161
|
1,654
|
|||||||||||||||
Other
|
63
|
62
|
73
|
179
|
574
|
|||||||||||||||
Total non-interest income
|
2,221
|
2,237
|
4,283
|
7,702
|
7,808
|
|||||||||||||||
Non-interest expense:
|
||||||||||||||||||||
Salaries and employee benefits
|
10,963
|
10,884
|
8,593
|
33,024
|
27,577
|
|||||||||||||||
Stock benefit plan compensation expense
|
403
|
407
|
353
|
1,198
|
1,030
|
|||||||||||||||
Occupancy and equipment
|
3,845
|
3,697
|
3,492
|
11,414
|
10,620
|
|||||||||||||||
Data processing costs
|
1,823
|
1,797
|
3,392
|
5,374
|
6,502
|
|||||||||||||||
Marketing
|
975
|
146
|
1,467
|
2,168
|
4,399
|
|||||||||||||||
Federal deposit insurance premiums
|
382
|
474
|
875
|
1,521
|
2,242
|
|||||||||||||||
Loss from extinguishment of debt
|
-
|
-
|
1,272
|
-
|
1,272
|
|||||||||||||||
Other
|
3,194
|
3,422
|
2,731
|
9,446
|
8,771
|
|||||||||||||||
Total non-interest expense
|
21,585
|
20,827
|
22,175
|
64,145
|
62,413
|
|||||||||||||||
Income before taxes
|
15,329
|
16,431
|
20,543
|
51,092
|
57,873
|
|||||||||||||||
Income tax expense
|
3,547
|
4,110
|
7,230
|
12,244
|
21,414
|
|||||||||||||||
Net Income
|
$
|
11,782
|
$
|
12,321
|
$
|
13,313
|
$
|
38,848
|
$
|
36,459
|
||||||||||
Earnings per Share ("EPS"):
|
||||||||||||||||||||
Basic
|
$
|
0.32
|
$
|
0.33
|
$
|
0.36
|
$
|
1.05
|
$
|
0.97
|
||||||||||
Diluted
|
$
|
0.32
|
$
|
0.33
|
$
|
0.35
|
$
|
1.04
|
$
|
0.97
|
||||||||||
Average common shares outstanding for Diluted EPS
|
37,189,648
|
37,515,373
|
37,441,855
|
37,399,740
|
37,536,816
|
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED SELECTED FINANCIAL HIGHLIGHTS
(Dollars in thousands except per share amounts)
At or For the Three Months Ended
|
At or For the Nine Months Ended
|
|||||||||||||||||||
September 30,
2018
|
June 30,
2018
|
September 30,
2017
|
September 30,
2018
|
September 30,
2017
|
||||||||||||||||
Per Share Data:
|
||||||||||||||||||||
Reported EPS (Diluted)
|
$
|
0.32
|
$
|
0.33
|
$
|
0.35
|
$
|
1.04
|
$
|
0.97
|
||||||||||
Cash dividends paid per share
|
0.14
|
0.14
|
0.14
|
0.42
|
0.42
|
|||||||||||||||
Book value per share
|
16.49
|
16.37
|
15.66
|
16.49
|
15.66
|
|||||||||||||||
Tangible book value per share (1)
|
14.97
|
14.89
|
14.17
|
14.97
|
14.17
|
|||||||||||||||
Dividend payout ratio
|
43.75
|
%
|
42.42
|
%
|
40.00
|
%
|
40.38
|
%
|
43.30
|
%
|
||||||||||
Performance Ratios (Based upon Reported Net Income):
|
||||||||||||||||||||
Return on average assets
|
0.76
|
%
|
0.79
|
%
|
0.85
|
%
|
0.82
|
%
|
0.79
|
%
|
||||||||||
Return on average common equity
|
7.71
|
%
|
8.06
|
%
|
9.14
|
%
|
8.51
|
%
|
8.43
|
%
|
||||||||||
Return on average tangible common equity (1)
|
8.49
|
%
|
8.87
|
%
|
10.11
|
%
|
9.37
|
%
|
9.34
|
%
|
||||||||||
Net interest spread
|
2.11
|
%
|
2.17
|
%
|
2.38
|
%
|
2.20
|
%
|
2.39
|
%
|
||||||||||
Net interest margin
|
2.33
|
%
|
2.39
|
%
|
2.53
|
%
|
2.40
|
%
|
2.56
|
%
|
||||||||||
Average interest-earning assets to average interest-bearing liabilities
|
117.46
|
%
|
117.93
|
%
|
115.62
|
%
|
117.06
|
%
|
116.38
|
%
|
||||||||||
Non-interest expense to average assets
|
1.39
|
%
|
1.33
|
%
|
1.41
|
%
|
1.36
|
%
|
1.35
|
%
|
||||||||||
Efficiency ratio
|
58.13
|
%
|
54.35
|
%
|
55.29
|
%
|
55.66
|
%
|
52.43
|
%
|
||||||||||
Loan-to-deposit ratio at end of period
|
123.53
|
%
|
123.97
|
%
|
136.78
|
%
|
123.53
|
%
|
136.78
|
%
|
||||||||||
Effective tax rate
|
23.14
|
%
|
25.01
|
%
|
35.19
|
%
|
23.96
|
%
|
37.00
|
%
|
||||||||||
Average Balance Data:
|
||||||||||||||||||||
Average assets
|
$
|
6,231,801
|
$
|
6,265,128
|
$
|
6,290,568
|
$
|
6,288,747
|
$
|
6,148,620
|
||||||||||
Average interest-earning assets
|
6,016,728
|
6,047,600
|
6,084,253
|
6,069,781
|
2,942,245
|
|||||||||||||||
Average loans
|
5,388,065
|
5,450,973
|
5,930,165
|
5,472,116
|
5,807,893
|
|||||||||||||||
Average deposits
|
4,386,631
|
4,395,589
|
4,355,770
|
4,050,336
|
4,439,095
|
|||||||||||||||
Average common equity
|
611,022
|
611,477
|
582,545
|
608,685
|
576,319
|
|||||||||||||||
Average tangible common equity (1)
|
555,385
|
555,840
|
526,907
|
553,047
|
520,681
|
|||||||||||||||
Asset Quality Summary:
|
||||||||||||||||||||
Non-performing loans (excluding loans held for sale)
|
$
|
2,978
|
$
|
1,554
|
$
|
806
|
$
|
2,978
|
$
|
806
|
||||||||||
Non-performing assets
|
2,978
|
1,554
|
806
|
2,978
|
806
|
|||||||||||||||
Net charge-offs (recoveries)
|
(11
|
)
|
1,333
|
1
|
1,344
|
49
|
||||||||||||||
Non-performing loans/ Total loans
|
0.06
|
%
|
0.03
|
%
|
0.01
|
%
|
0.06
|
%
|
0.01
|
%
|
||||||||||
Non-performing assets/ Total assets
|
0.05
|
%
|
0.02
|
%
|
0.01
|
%
|
0.05
|
%
|
0.01
|
%
|
||||||||||
Allowance for loan loss/ Total loans
|
0.39
|
%
|
0.39
|
%
|
0.37
|
%
|
0.39
|
%
|
0.37
|
%
|
||||||||||
Allowance for loan loss/ Non-performing loans
|
716.25
|
%
|
1350.32
|
%
|
2730.40
|
%
|
716.25
|
%
|
2730.40
|
%
|
||||||||||
Loans delinquent 30 to 89 days at period end
|
$
|
531
|
$
|
745
|
$
|
84
|
$
|
531
|
$
|
84
|
||||||||||
Capital Ratios - Consolidated:
|
||||||||||||||||||||
Tangible common equity to tangible assets (1)
|
8.78
|
%
|
9.03
|
%
|
8.30
|
%
|
8.78
|
%
|
8.30
|
%
|
||||||||||
Tier 1 common equity ratio
|
11.66
|
11.96
|
10.65
|
11.66
|
10.65
|
|||||||||||||||
Tier 1 risk-based capital ratio
|
11.66
|
11.96
|
10.65
|
11.66
|
10.65
|
|||||||||||||||
Total risk-based capital ratio
|
14.54
|
14.85
|
13.38
|
14.54
|
13.38
|
|||||||||||||||
Tier 1 leverage ratio
|
8.96
|
9.09
|
8.58
|
8.96
|
8.58
|
|||||||||||||||
Capital Ratios - Bank Only:
|
||||||||||||||||||||
Tier 1 common equity ratio
|
13.26
|
%
|
13.09
|
%
|
11.47
|
%
|
13.26
|
%
|
11.47
|
%
|
||||||||||
Tier 1 risk-based capital ratio
|
13.26
|
13.09
|
11.47
|
13.26
|
11.47
|
|||||||||||||||
Total risk-based capital ratio
|
13.71
|
13.55
|
11.91
|
13.71
|
11.91
|
|||||||||||||||
Tier 1 leverage ratio
|
10.15
|
9.94
|
9.23
|
10.15
|
9.23
|
(1) |
See "Non-GAAP Reconciliation" table for reconciliation of tangible common equity and tangible assets. Average balances are calculated using the ending balance for months
during the period indicated.
|
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED AVERAGE BALANCES AND NET INTEREST INCOME
(Dollars in thousands)
For the Three Months Ended
|
||||||||||||||||||||||||||||||||||||
September 30, 2018
|
June 30, 2018
|
September 30, 2017
|
||||||||||||||||||||||||||||||||||
Average
Balance
|
Interest
|
Yield/
Cost
|
Average
Balance
|
Interest
|
Average
Yield/
Cost
|
Average
Balance
|
Interest
|
Average
Yield/
Cost
|
||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||
Interest-earning assets:
|
||||||||||||||||||||||||||||||||||||
Real estate loans
|
$
|
5,200,021
|
$
|
47,486
|
3.65
|
%
|
$
|
5,307,712
|
$
|
47,828
|
3.60
|
%
|
$
|
5,842,921
|
$
|
51,621
|
3.53
|
%
|
||||||||||||||||||
Commercial and industrial loans
|
186,686
|
2,729
|
5.85
|
%
|
142,224
|
2,156
|
6.06
|
86,014
|
1,043
|
4.85
|
||||||||||||||||||||||||||
Other loans
|
1,358
|
18
|
5.30
|
%
|
1,037
|
18
|
6.94
|
1,230
|
19
|
6.18
|
||||||||||||||||||||||||||
Mortgage-backed securities
|
432,213
|
2,852
|
2.64
|
%
|
389,373
|
2,406
|
2.47
|
5,631
|
27
|
1.92
|
||||||||||||||||||||||||||
Investment securities
|
11,158
|
59
|
2.12
|
%
|
10,243
|
49
|
1.91
|
9,304
|
108
|
4.64
|
||||||||||||||||||||||||||
Other short-term investments
|
185,292
|
1,480
|
3.19
|
%
|
197,011
|
1,547
|
3.14
|
139,153
|
811
|
2.33
|
||||||||||||||||||||||||||
Total interest-earning assets
|
6,016,728
|
54,624
|
3.63
|
%
|
6,047,600
|
54,004
|
3.57
|
%
|
6,084,253
|
$
|
53,629
|
3.53
|
%
|
|||||||||||||||||||||||
Non-interest-earning assets
|
215,073
|
217,528
|
206,315
|
|||||||||||||||||||||||||||||||||
Total assets
|
$
|
6,231,801
|
$
|
6,265,128
|
$
|
6,290,568
|
||||||||||||||||||||||||||||||
Liabilities and Stockholders' Equity:
|
||||||||||||||||||||||||||||||||||||
Interest-bearing liabilities:
|
||||||||||||||||||||||||||||||||||||
Interest-bearing checking accounts
|
$
|
114,865
|
$
|
55
|
0.19
|
%
|
$
|
126,507
|
$
|
57
|
0.18
|
%
|
$
|
110,384
|
$
|
58
|
0.21
|
%
|
||||||||||||||||||
Money market accounts
|
2,264,082
|
7,542
|
1.32
|
%
|
2,351,935
|
6,893
|
1.18
|
2,643,537
|
5,961
|
0.89
|
||||||||||||||||||||||||||
Savings accounts
|
347,041
|
50
|
0.06
|
%
|
354,441
|
55
|
0.06
|
362,423
|
45
|
0.05
|
||||||||||||||||||||||||||
Certificates of deposit
|
1,297,857
|
5,714
|
1.75
|
%
|
1,226,812
|
4,983
|
1.63
|
932,208
|
3,344
|
1.42
|
||||||||||||||||||||||||||
Total interest-bearing deposits
|
4,023,845
|
13,361
|
1.32
|
%
|
4,059,695
|
11,988
|
1.18
|
4,048,552
|
9,408
|
0.92
|
||||||||||||||||||||||||||
Borrowed Funds
|
1,098,713
|
6,235
|
2.25
|
%
|
1,068,583
|
5,882
|
2.21
|
1,213,786
|
5,763
|
1.88
|
||||||||||||||||||||||||||
Total interest-bearing liabilities
|
5,122,558
|
19,596
|
1.52
|
%
|
5,128,278
|
17,870
|
1.40
|
%
|
5,262,338
|
$
|
15,171
|
1.14
|
%
|
|||||||||||||||||||||||
Non-interest-bearing checking accounts
|
362,786
|
335,894
|
307,218
|
|||||||||||||||||||||||||||||||||
Other non-interest-bearing liabilities
|
135,435
|
189,479
|
138,467
|
|||||||||||||||||||||||||||||||||
Total liabilities
|
5,620,779
|
5,653,651
|
5,708,023
|
|||||||||||||||||||||||||||||||||
Stockholders' equity
|
611,022
|
611,477
|
582,545
|
|||||||||||||||||||||||||||||||||
Total liabilities and stockholders' equity
|
$
|
6,231,801
|
$
|
6,265,128
|
$
|
6,290,568
|
||||||||||||||||||||||||||||||
Net interest income
|
$
|
35,028
|
$
|
36,134
|
$
|
38,458
|
||||||||||||||||||||||||||||||
Net interest spread
|
2.11
|
%
|
2.17
|
%
|
2.38
|
%
|
||||||||||||||||||||||||||||||
Net interest-earning assets
|
$
|
894,170
|
$
|
919,322
|
$
|
821,915
|
||||||||||||||||||||||||||||||
Net interest margin
|
2.33
|
%
|
2.39
|
%
|
2.53
|
%
|
||||||||||||||||||||||||||||||
Ratio of interest-earning assets to interest-bearing liabilities
|
117.46
|
%
|
117.93
|
%
|
115.62
|
%
|
||||||||||||||||||||||||||||||
Deposits (including non-interest bearing checking accounts)
|
$
|
4,386,631
|
$
|
13,361
|
1.21
|
%
|
$
|
4,395,589
|
$
|
11,988
|
1.09
|
%
|
$
|
4,355,770
|
9,408
|
0.86
|
%
|
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED SCHEDULE OF LOAN COMPOSITION AND WEIGHTED AVERAGE RATES ("WAR") (1)
(Dollars in thousands)
At September 30, 2018
|
At June 30, 2018
|
At December 31, 2017
|
||||||||||||||||||||||
Balance
|
WAR
|
Balance
|
WAR
|
Balance
|
WAR
|
|||||||||||||||||||
Loan balances at period end:
|
||||||||||||||||||||||||
One-to-four family residential, including condominium and cooperative apartment
|
$
|
71,464
|
4.42
|
%
|
$
|
60,159
|
4.42
|
%
|
$
|
63,095
|
4.33
|
%
|
||||||||||||
Multifamily residential and residential mixed use (2)(3)
|
4,015,424
|
3.52
|
4,106,094
|
3.49
|
4,381,180
|
3.40
|
||||||||||||||||||
Commercial and commercial mixed use real estate
|
1,106,430
|
4.10
|
1,053,582
|
3.85
|
1,010,603
|
3.95
|
||||||||||||||||||
Acquisition, development, and construction ("ADC")
|
11,144
|
6.26
|
10,526
|
6.02
|
9,189
|
5.59
|
||||||||||||||||||
Total real estate loans
|
5,204,462
|
3.66
|
5,230,361
|
3.61
|
5,464,067
|
3.51
|
||||||||||||||||||
Commercial and industrial ("C&I")
|
$
|
207,743
|
5.53
|
%
|
172,522
|
5.30
|
%
|
$
|
136,671
|
4.82
|
%
|
(1) |
Weighted average rate is calculated by aggregating interest based on the current loan rate from each loan in the category, divided by the total amount of loans in the
category.
|
(2) |
Includes loans underlying cooperatives.
|
(3) |
While the loans within this category are often considered "commercial real estate" in nature, multifamily and loans underlying cooperatives are here reported separately from
commercial real estate loans in order to emphasize the residential nature of the collateral underlying this significant component of the total loan portfolio.
|
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
UNAUDITED SCHEDULE OF NON-PERFORMING ASSETS AND TROUBLED DEBT RESTRUCTURINGS ("TDRs")
(Dollars in thousands)
At September 30,
2018
|
At June 30,
2018
|
At December 31,
2017
|
||||||||||
Non-Performing Loans
|
||||||||||||
One-to-four family residential, including condominium and cooperative apartment
|
$
|
443
|
$
|
306
|
$
|
436
|
||||||
Multifamily residential and residential mixed use (1)(2)
|
1,473
|
-
|
-
|
|||||||||
Commercial real estate
|
975
|
1,158
|
93
|
|||||||||
Commercial mixed use real estate (2)
|
84
|
89
|
-
|
|||||||||
Other
|
3
|
1
|
4
|
|||||||||
Total Non-Performing Loans (3)
|
$
|
2,978
|
$
|
1,554
|
$
|
533
|
||||||
Total Non-Performing Assets
|
$
|
2,978
|
$
|
1,554
|
$
|
533
|
||||||
Performing TDR Loans
|
||||||||||||
One- to four-family and cooperative/condominium apartment
|
$
|
16
|
$
|
18
|
$
|
22
|
||||||
Multifamily residential and mixed use residential real estate (1)(2)
|
277
|
597
|
619
|
|||||||||
Mixed use commercial real estate (2)
|
4,107
|
4,130
|
4,174
|
|||||||||
Commercial real estate
|
-
|
-
|
3,296
|
|||||||||
Total Performing TDRs
|
$
|
4,400
|
$
|
4,745
|
$
|
8,111
|
(1) |
Includes loans underlying cooperatives.
|
(2) |
While the loans within this category are often considered "commercial real estate" in nature, multifamily and loans underlying cooperatives are here reported separately from
commercial real estate loans in order to emphasize the residential nature of the collateral underlying this significant component of the total loan portfolio.
|
(3) |
There was one non-accruing TDR for September 30, 2018. There were no non-accruing TDRs for June 30, 2018 or December 31, 2017.
|
PROBLEM ASSETS AS A PERCENTAGE OF TANGIBLE CAPITAL AND RESERVES (TEXAS RATIO)
(Dollars in thousands)
At September 30,
2018
|
At June 30,
2018
|
At December 31,
2017
|
||||||||||
Total Non-Performing Assets
|
$
|
2,978
|
$
|
1,554
|
$
|
533
|
||||||
Loans 90 days or more past due on accrual status (5)
|
1,242
|
4,873
|
19,935
|
|||||||||
TOTAL PROBLEM ASSETS
|
$
|
4,220
|
$
|
6,427
|
$
|
20,468
|
||||||
Tangible common equity (6)
|
$
|
547,939
|
$
|
559,894
|
$
|
542,929
|
||||||
Allowance for loan losses and reserves for contingent liabilities
|
21,330
|
21,009
|
21,058
|
|||||||||
TANGIBLE COMMON EQUITY PLUS RESERVES
|
$
|
569,269
|
$
|
580,903
|
$
|
608,680
|
||||||
TEXAS RATIO (PROBLEM ASSETS AS A PERCENTAGE OF TANGIBLE COMMON EQUITY AND RESERVES)
|
0.7
|
%
|
1.1
|
%
|
3.4
|
%
|
(5) |
These loans were, as of the respective dates indicated, expected to be either satisfied, made current or re-financed in the near future, and were not expected to result in
any loss of contractual principal or interest. These loans are not included in non-performing loans.
|
(6) |
See "Non-GAAP Reconciliation" table for reconciliation of tangible common equity and tangible assets.
|
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
NON-GAAP RECONCILIATION
(Dollars in thousands except per share amounts)
For the Three Months Ended
|
For the Nine Months Ended
|
|||||||||||||||||||
September 30,
2018
|
June 30,
2018
|
September 30,
2017
|
September 30,
2018
|
September 30,
2017
|
||||||||||||||||
Reconciliation
of Reported and Adjusted ("non-GAAP") Net Income:
|
||||||||||||||||||||
Reported net income
|
$
|
11,782
|
$
|
12,321
|
$
|
13,313
|
$
|
38,848
|
$
|
36,459
|
||||||||||
Adjustments to Net Income (1):
|
||||||||||||||||||||
Add: Loss from extinguishment of debt
|
-
|
-
|
698
|
-
|
698
|
|||||||||||||||
Add: De-conversion costs
|
-
|
-
|
946
|
-
|
946
|
|||||||||||||||
Less: Gain on sale of securities
|
-
|
-
|
(1,430
|
)
|
(930
|
)
|
(1,430
|
)
|
||||||||||||
Tax adjustment
|
(104
|
)
|
-
|
(985
|
)
|
(196
|
)
|
(985
|
)
|
|||||||||||
Adjusted ("non-GAAP") net income
|
$
|
11,678
|
$
|
12,321
|
$
|
12,542
|
$
|
37,722
|
$
|
35,688
|
||||||||||
Adjusted
Ratios (Based upon "non-GAAP Net Income" as calculated above):
|
||||||||||||||||||||
Adjusted EPS (Diluted)
|
$
|
0.32
|
$
|
0.33
|
$
|
0.33
|
$
|
1.01
|
$
|
0.95
|
||||||||||
Adjusted return on average assets
|
0.75
|
%
|
0.79
|
%
|
0.80
|
%
|
0.80
|
%
|
0.77
|
%
|
||||||||||
Adjusted return on average common equity
|
7.64
|
%
|
8.06
|
%
|
8.61
|
%
|
8.26
|
%
|
8.26
|
%
|
||||||||||
Adjusted return on average tangible common equity
|
8.41
|
%
|
8.87
|
%
|
9.52
|
%
|
9.09
|
%
|
9.14
|
%
|
September 30,
2018
|
June 30,
2018
|
September 30,
2017
|
||||||||||
Reconciliation
of Tangible Assets:
|
||||||||||||
Total assets
|
$
|
6,294,193
|
$
|
6,253,175
|
$
|
6,444,429
|
||||||
Less:
|
||||||||||||
Goodwill
|
55,638
|
55,638
|
55,638
|
|||||||||
Tangible assets
|
$
|
6,238,555
|
$
|
6,197,537
|
6,388,791
|
|||||||
Reconciliation
of Tangible Common Equity - Consolidated:
|
||||||||||||
Total common equity
|
$
|
603,577
|
$
|
615,532
|
$
|
586,037
|
||||||
Less:
|
||||||||||||
Goodwill
|
55,638
|
55,638
|
55,638
|
|||||||||
Tangible common equity
|
$
|
547,939
|
$
|
559,894
|
$
|
530,399
|
(1) |
Adjustments to net income are taxed at the company's statutory tax rate of approximately 32% for 2018 and 45% for 2017, unless otherwise noted.
|