HomeStreet Reports Year End and Fourth Quarter 2023 Results
- None.
- None.
Insights
The definitive merger agreement between HomeStreet, Inc. and FirstSun Capital Bancorp is a significant development with potential to reshape both entities' market presence and financial landscapes. The all-stock transaction structure, where HomeStreet shareholders receive a specific fraction of FirstSun common stock, requires a careful examination of the valuation metrics and the premium offered to HomeStreet's shareholders. This exchange ratio must be analyzed in the context of both companies' current market capitalizations, trading volumes and historical stock performance to understand the potential dilution or accretion of value.
Furthermore, the listing of FirstSun's common stock on Nasdaq is a pivotal event that could influence investor perception and liquidity. The combined entity's performance post-merger will be closely watched, with metrics such as earnings per share (EPS), return on equity (ROE) and cost synergies being key indicators of the merger's success. It is also imperative to scrutinize the strategic fit of the merger, considering HomeStreet's branding continuity in its existing markets and how this might benefit the overall customer base and market share growth.
The merger's impact on the competitive landscape of the banking sector is an aspect that warrants a thorough analysis. The consolidation of HomeStreet Bank into Sunflower Bank under the FirstSun umbrella could lead to a realignment of market forces within the regions they operate. This move can potentially strengthen the combined entity's positioning against regional competitors, enhance product offerings and expand customer reach.
It is also crucial to assess the cultural and operational integration challenges that might arise. The success of such mergers often hinges on the seamless blending of corporate cultures, systems and processes. The ability of the merged entity to achieve operational efficiencies and to leverage cross-selling opportunities will be a determinant of long-term value creation for stakeholders.
From a legal perspective, the transaction must navigate regulatory approvals and compliance with securities laws, especially given the involvement of stock listings and the financial sector's stringent regulatory environment. The terms of the merger agreement, particularly clauses related to termination fees, representations and warranties and covenants, should be scrutinized for their implications on both parties. Additionally, the communication to shareholders and the market must adhere to disclosure requirements to maintain transparency and fairness in the process.
Another legal consideration is the potential for shareholder lawsuits, which are common in the wake of such announcements, especially if any shareholders believe the deal undervalues HomeStreet or if the process lacks fairness. Ensuring that the due diligence process is thorough and that the merger is in the best interest of the shareholders is paramount to mitigate litigation risks.
“On January 16, 2024, FirstSun Capital Bancorp (“FirstSun”), the holding company of Sunflower Bank, and HomeStreet jointly announced that they have entered into a definitive merger agreement whereby HomeStreet and HomeStreet Bank will merge with and into FirstSun and Sunflower Bank, respectively, with HomeStreet Bank continuing to operate under its tradename in its current markets,” said Mark Mason, Chairman of the Board, President, and Chief Executive Officer. “Under the terms of the agreement, the companies will combine in an all-stock transaction in which HomeStreet shareholders will receive 0.4345 of a share of FirstSun common stock for each share of HomeStreet common stock. The common stock of FirstSun is expected to be listed on Nasdaq prior to closing. We are excited about this merger because we believe this merger is strategically compelling, will meaningfully enhance shareholder value, will improve our customers’ experience and create new and better opportunities for our employees enabling us to retain and attract top talent.”
Fourth Quarter Operating Results |
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Fourth quarter 2023 compared to third quarter 2023 Reported Results:
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Full Year Operating Results |
2023 compared to 2022 Reported Results:
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Core Results:(1)
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(1) |
Core net income, core net income per fully diluted share, return on average tangible equity and core return on average assets are non-GAAP measures. For a reconciliation to the nearest comparable GAAP measure see "Non-GAAP financial measures" in this earnings release. |
“In the fourth quarter, our results continued to be impacted by increased funding costs as lower cost deposits continued to migrate to higher yielding products, both ours and at other institutions, ” continued Mark Mason. “As a result, our net interest margin decreased from
“While interest rates have stabilized and are projected to decline later in the year, we expect our operating results will continue to be adversely impacted by high funding costs relative to earning assets yields in the near term,” added Mark Mason. “We also expect to incur costs related to the merger process, and incur annual wage increases beginning in March 2024. Additionally, annual seasonal increases and decreases in mortgage loan production related compensation expenses coinciding with the annual homebuying season are expected to continue.”
Financial Position |
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As of and for the quarter ended December 31, 2023
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“The decline in deposits during the fourth quarter was primarily due to the continued migration of lower yielding deposits to higher yielding alternatives, including money market funds, Treasury Bonds and other bank's promotional deposit products,” stated Mark Mason. “We did see this trend moderate somewhat as deposits (excluding brokered deposits), increased by over
“In light of the pending merger with FirstSun and the net loss realized in the fourth quarter, the Company made the decision to not pay a dividend to its shareholders in the first quarter,” added Mark Mason.
About HomeStreet
HomeStreet, Inc. (Nasdaq: HMST) is a diversified financial services company headquartered in
About FirstSun Capital Bancorp
FirstSun Capital Bancorp, (OTCQX: FSUN) headquartered in
Forward-Looking Statements
This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Generally, forward-looking statements include the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “goal,” “upcoming,” “outlook,” “guidance” or the negation thereof, or similar expressions. In addition, all statements in this earnings release (including but not limited to those found in the quotes of our Chief Executive Officer) that address and/or include beliefs, assumptions, estimates, projections and expectations of the anticipated benefits of the previously announced proposed merger (the “Merger”) with FirstSun Capital Bancorp (“FirstSun”), our future performance, financial condition, long-term value creation, capital management, reduction in volatility, reliability of earnings, net interest margins, provisions and allowances for credit losses, cost reduction initiatives, performance of our continued operations relative to our past operations, and restructuring activities are forward-looking statements within the meaning of the Reform Act. Forward-looking statements involve inherent risks, uncertainties and other factors, many of which are difficult to predict and are generally beyond management’s control. Forward-looking statements are based on the Company’s expectations at the time such statements are made and speak only as of the date made. The Company does not assume any obligation or undertake to update any forward-looking statements after the date of this release as a result of new information, future events or developments, except as required by federal securities or other applicable laws, although the Company may do so from time to time. The Company does not endorse any projections regarding future performance that may be made by third parties. For all forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act.
We caution readers that actual results may differ materially from those expressed in or implied by the Company’s forward-looking statements. Rather, more important factors could affect the Company’s future results, including but not limited to the following:(1) our ability to successfully consummate the Merger with FirstSun, (2) the ability of HomeStreet to obtain the necessary approval by shareholders with respect to the Merger, (3) the ability of HomeStreet and FirstSun to obtain required governmental approvals of the Merger, (4) the failure to satisfy the closing conditions in the definitive Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 16, 2024, by and between HomeStreet and FirstSun, or any unexpected delay in closing the Merger, (5) the ability to achieve expected cost savings, synergies and other financial benefits from the Merger within the expected time frames and costs or difficulties relating to integration matters being greater than expected, (6) the diversion of management time from core banking functions due to Merger-related issues; (7) potential difficulty in maintaining relationships with customers, associates or business partners as a result of the announced Merger, (8) changes in the
All future written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and factors that the Company currently deems immaterial may become material, and it is impossible for the Company to predict these events or how they may affect the Company.
Additional Information And Where To Find It
In connection with the proposed Merger between FirstSun, a
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC on its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by (i) FirstSun on its website at https://ir.firstsuncb.com/investor-relations/default.aspx, and (ii) HomeStreet on its website at https://ir.homestreet.com/sec-filings/all-filings/default.aspx.
This communication does not constitute an offer to sell or the solicitation of an offer to buy 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 such jurisdiction.
FirstSun, HomeStreet and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from shareholders of HomeStreet in connection with the proposed Merger. Information regarding the directors and executive officers of FirstSun and HomeStreet and other persons who may be deemed participants in the solicitation of the shareholders of HomeStreet in connection with the proposed Merger will be included in the proxy statement/prospectus for HomeStreet’s special meeting of shareholders, which will be filed by FirstSun with the SEC. Information about the directors and officers of FirstSun and their ownership of FirstSun’s common stock can be found in FirstSun’s annual report on Form 10-K, as filed with the SEC on March 16, 2023, and other documents subsequently filed by FirstSun with the SEC. Information about the directors and officers of HomeStreet and their ownership of HomeStreet’s common stock can be found in HomeStreet’s definitive proxy statement in connection with its 2023 annual meeting of shareholders, as filed with the SEC on April 11, 2023, and other documents subsequently filed by HomeStreet with the SEC. Additional information regarding the interests of such participants will be included in the proxy statement/prospectus and other relevant documents regarding the proposed Merger filed with the SEC when they become available.
HomeStreet, Inc. and Subsidiaries
Non-GAAP Financial Measures
To supplement our unaudited condensed consolidated financial statements presented in accordance with GAAP, we use certain non-GAAP measures of financial performance.
In this earnings release, we use the following non-GAAP measures: (i) tangible common equity and tangible assets as we believe this information is consistent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of capital ratios; (ii) core income and effective tax rate on core income before taxes, which excludes goodwill impairment charges and merger related expenses and the related tax impact as we believe this measure is a better comparison to be used for projecting future results and (iii) an efficiency ratio which is the ratio of noninterest expense to the sum of net interest income and noninterest income, excluding certain items of income or expense and excluding taxes incurred and payable to the state of
These supplemental performance measures may vary from, and may not be comparable to, similarly titled measures provided by other companies in our industry. Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance 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. A non-GAAP financial measure may also be a financial metric that is not required by GAAP or other applicable requirements.
We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by providing additional information used by management that is not otherwise required by GAAP or other applicable requirements. Our management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing our operating results and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate a comparison of our performance to prior periods. We believe these measures are frequently used by securities analysts, investors and other parties in the evaluation of companies in our industry. These non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures prepared in accordance with GAAP. In the information below, we have provided reconciliations of, where applicable, the most comparable GAAP financial measures to the non-GAAP measures used in this earnings release, or a reconciliation of the non-GAAP calculation of the financial measure.
HomeStreet, Inc. and Subsidiaries
Non-GAAP Financial Measures
Reconciliations of non-GAAP results of operations to the nearest comparable GAAP measures or calculations of the non-GAAP measure:
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As of or for the Quarter Ended |
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Year Ended |
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(in thousands, except share and per share data) |
December 31,
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December 31,
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December 31,
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December 31,
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Core net income (loss) |
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Net income (loss) |
$ |
(3,419 |
) |
|
$ |
2,295 |
|
|
$ |
(27,508 |
) |
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$ |
66,540 |
|
Adjustments (tax effected) |
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|
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|
|
|
|
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Merger related expenses |
|
1,170 |
|
|
|
— |
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|
|
1,170 |
|
|
|
— |
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Goodwill impairment charge |
|
— |
|
|
|
— |
|
|
|
34,622 |
|
|
|
— |
|
Total |
$ |
(2,249 |
) |
|
$ |
2,295 |
|
|
$ |
8,284 |
|
|
$ |
66,540 |
|
Core net income (loss) per fully diluted share |
|
|
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|
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Fully diluted shares |
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18,807,965 |
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18,792,893 |
|
|
|
18,783,005 |
|
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|
19,041,111 |
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Computed amount |
$ |
(0.12 |
) |
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$ |
0.12 |
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$ |
0.44 |
|
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$ |
3.49 |
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Return on average tangible equity (annualized) |
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Average shareholders' equity |
$ |
513,758 |
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$ |
535,369 |
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$ |
552,234 |
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$ |
617,469 |
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Less: Average goodwill and other intangibles |
|
(10,149 |
) |
|
|
(10,917 |
) |
|
|
(25,695 |
) |
|
|
(30,930 |
) |
Average tangible equity |
$ |
503,609 |
|
|
$ |
524,452 |
|
|
$ |
526,539 |
|
|
$ |
586,539 |
|
|
|
|
|
|
|
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Core net income (loss) (per above) |
$ |
(2,249 |
) |
|
$ |
2,295 |
|
|
$ |
8,284 |
|
$ |
66,540 |
|
|
Adjustments (tax effected) |
|
|
|
|
|
|
|
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Amortization of core deposit intangibles |
|
615 |
|
|
|
614 |
|
|
|
2,302 |
|
|
|
751 |
|
Tangible income (loss) applicable to shareholders |
$ |
(1,634 |
) |
|
$ |
2,909 |
|
|
$ |
10,586 |
|
|
$ |
67,291 |
|
|
|
|
|
|
|
|
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Ratio |
|
(1.3 |
)% |
|
|
2.2 |
% |
|
|
2.0 |
% |
|
|
11.5 |
% |
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Efficiency ratio |
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Noninterest expense |
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Total |
$ |
49,511 |
|
|
$ |
49,089 |
|
|
$ |
241,872 |
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|
$ |
205,419 |
|
Adjustments: |
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|
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Merger related expenses |
|
(1,500 |
) |
|
|
— |
|
|
|
(1,500 |
) |
|
|
— |
|
Goodwill impairment |
|
— |
|
|
|
— |
|
|
|
(39,857 |
) |
|
|
— |
|
|
|
659 |
|
|
|
(572 |
) |
|
|
(994 |
) |
|
|
(2,311 |
) |
Adjusted total |
$ |
48,670 |
|
|
$ |
48,517 |
|
|
$ |
199,521 |
|
|
$ |
203,108 |
|
|
|
|
|
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Total revenues |
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Net interest income |
$ |
34,989 |
|
|
$ |
38,912 |
|
|
$ |
166,753 |
|
|
$ |
233,307 |
|
Noninterest income |
|
10,956 |
|
|
|
10,464 |
|
|
|
41,921 |
|
|
|
51,570 |
|
Gain on sale of branches |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,270 |
) |
Adjusted total |
$ |
45,945 |
|
|
$ |
49,376 |
|
|
$ |
208,674 |
|
|
$ |
280,607 |
|
Ratio |
|
105.9 |
% |
|
|
98.3 |
% |
|
|
95.6 |
% |
|
|
72.4 |
% |
|
|
|
|
|
|
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|
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Return on average assets (annualized) - Core |
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|
|
|
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Average Assets |
$ |
9,351,866 |
|
|
$ |
9,433,648 |
|
|
$ |
9,469,170 |
|
|
$ |
8,396,078 |
|
Core net income (loss) (per above) |
|
(2,249 |
) |
|
|
2,295 |
|
— |
|
8,284 |
|
|
|
66,540 |
|
Ratio |
|
(0.10 |
)% |
|
|
0.10 |
% |
|
|
0.09 |
% |
|
|
0.79 |
% |
|
|
|
|
|
|
|
|
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Tangible book value per share |
|
|
|
|
|
|
|
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Shareholders' equity |
$ |
538,387 |
|
|
$ |
502,487 |
|
|
$ |
538,387 |
|
|
$ |
562,147 |
|
Less: Goodwill and other intangibles |
|
(9,641 |
) |
|
|
(10,429 |
) |
|
|
(9,641 |
) |
|
|
(29,980 |
) |
Tangible shareholders' equity |
$ |
528,746 |
|
|
$ |
492,058 |
|
|
$ |
528,746 |
|
$ |
532,167 |
|
|
Common shares outstanding |
|
18,810,055 |
|
|
|
18,794,030 |
|
|
|
18,810,055 |
|
|
|
18,730,380 |
|
Computed amount |
$ |
28.11 |
|
|
$ |
26.18 |
|
|
$ |
28.11 |
|
|
$ |
28.41 |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20240129680740/en/
Executive Vice President and Chief Financial Officer
HomeStreet, Inc.
John Michel (206) 515-2291
john.michel@homestreet.com
http://ir.homestreet.com
Source: HomeStreet, Inc.
FAQ
What are the financial results announced by HomeStreet, Inc. for the quarter and year ended December 31, 2023?
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What is the merger agreement announced by HomeStreet, Inc. with FirstSun Capital Bancorp?