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Section 1: 8-K/A (8-K/A Q2-18 PER SHARE DATA AND FOOTNOTES TO EARNINGS RELEASE)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 1, 2018
Boston Private Financial Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
001-35070
04-2976299
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
Ten Post Office Square, Boston, Massachusetts 02109
(Address of principal executive offices)
(617) 912-1900
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
o    Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o    






Item 2.02.
Results of Operations and Financial Condition.
On July 18, 2018, Boston Private Financial Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) to report the Company’s financial results for the second quarter and six months ended June 30, 2018.  This Current Report on Form 8-K/A (“Current Report”) is filed as an amendment to the Original Filing.
The information in this Current Report furnished under this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
In the Original Filing, for Earnings per share purposes, the Company’s Adjustments to Net income/ (loss) attributable to the Company to arrive at Net income/ (loss) attributable to common shareholders, treasury stock method, was overstated by $2,247 thousand for the three and six months ended June 30, 2018. The actual amount of the Company’s Adjustments to Net income/ (loss) attributable to the Company to arrive at Net income/ (loss) attributable to common shareholders, treasury stock method, were losses of $3,524 thousand and $3,547 thousand, respectively, for the three and six months ended June 30, 2018. The $2,247 thousand represents a deemed dividend for the difference between the carrying value and the redemption price on the 6.95% Non-Cumulative Perpetual Preferred Stock, Series D, which was redeemed on June 15, 2018. Net income attributable to the Company did not change.
As a result of these changes, Diluted total earnings per share for the three and six months ended June 30, 2018 was $0.03 per share and $0.30 per share, respectively. An updated per share data table and updated notes 4 and 16 to the tables reflecting these changes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
99.1    Per Share Data and Footnotes








SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
 
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
 
 
 
 
By:
/S/ STEVEN M. GAVEN
 
Name:
Steven M. Gaven
 
Title:
Executive Vice President, Chief
Financial Officer
Date: August 1, 2018
 
 






EXHIBIT INDEX

    Exhibit
No.     Description
99.1     Per Share Data and Footnotes




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Section 2: EX-99.1 (EX 99.1 PER SHARE DATA)

Exhibit


Exhibit 99.1

Boston Private Financial Holdings, Inc.
Selected Financial Data (Unaudited)
 
Three Months Ended
PER SHARE DATA:
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
September 30,
2017
 
June 30,
2017
 
(In thousands, except share and per share data)
Calculation of income for EPS:
 
 
 
 
 
 
 
 
 
Net income/ (loss) attributable to the Company
$
6,434

 
$
22,686

 
$
(18,280
)
 
$
19,803

 
$
23,406

Adjustments to Net income/ (loss) attributable to the Company to arrive at Net income/ (loss) attributable to common shareholders, treasury stock method (4)
(3,524
)
 
(23
)
 
(1,998
)
 
(1,146
)
 
(577
)
Net income/ (loss) attributable to the common shareholders, treasury stock method
$
2,910

 
$
22,663

 
$
(20,278
)
 
$
18,657

 
$
22,829

 
 
 
 
 
 
 
 
 
 
End of period common shares outstanding
84,478,858

 
84,194,267

 
84,208,538

 
84,082,250

 
84,015,141

 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
Weighted average basic shares outstanding
83,509,115

 
83,097,758

 
82,904,776

 
82,556,225

 
82,298,493

Weighted average diluted shares outstanding (5)
85,413,575

 
85,271,650

 
82,904,776

 
84,888,311

 
84,741,680

 
 
 
 
 
 
 
 
 
 
Diluted total earnings/ (loss) per share
$
0.03

 
$
0.27

 
$
(0.24
)
 
$
0.22

 
$
0.27


 
Six Months Ended
PER SHARE DATA:
June 30,
2018
 
June 30,
2017
 
(In thousands, except share 
and per share data)
Calculation of income for EPS:
 
 
 
Net income/ (loss) attributable to the Company
$
29,120

 
$
39,068

Adjustments to Net income/ (loss) attributable to the Company to arrive at Net income/ (loss) attributable to common shareholders, treasury stock method (4)
(3,547
)
 
(1,743
)
Net income/ (loss) attributable to the common shareholders, treasury stock method
$
25,573

 
$
37,325

 
 
 
 
Weighted average shares outstanding:
 
 
 
Weighted average basic shares outstanding
83,304,573

 
82,125,795

Weighted average diluted shares outstanding (5)
85,221,974

 
84,658,309

 
 
 
 
Diluted total earnings/ (loss) per share
$
0.30

 
$
0.44

 
 
 
 







Boston Private Financial Holdings, Inc.
Selected Financial Data
(Unaudited)
FOOTNOTES:
(4)
Adjustments to Net income attributable to the Company to arrive at Net income attributable to the common shareholders, as presented in these tables, include decrease/ (increase) in Noncontrolling interests redemption value and dividends paid on preferred stock, including deemed dividends on redemption of the 6.95% Non-Cumulative Perpetual Preferred Stock, Series D (“the Series D preferred stock”).

(16)
The Company uses certain non-GAAP financial measures, such as: Net income attributable to the Company excluding notable items and Diluted earnings per share excluding notable items to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector.
Reconciliations from the Company’s GAAP Net income attributable to the Company to non-GAAP Net income attributable to the Company excluding notable items and from GAAP Diluted earnings per share to non-GAAP Diluted earnings per share excluding notable items are presented below:
 
Three Months Ended
(In thousands, except share and per share data)
June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
September 30,
2017
 
June 30,
2017
Net income/ (loss) attributable to the Company (GAAP)
$
6,434

 
$
22,686

 
$
(18,280
)
 
$
19,803

 
$
23,406

LESS: Gain/ (loss) on sale of affiliates or offices

 

 
(1,264
)
 

 

ADD BACK: Anchor divestiture legal expense

 

 
400

 

 

ADD BACK: Impairment of goodwill

 

 
24,901

 

 

ADD BACK: Tax adjustments *
12,706

 

 
12,880

 

 

Tax effect at statutory rate
(35% in 2017, 21% in 2018) **

 

 
(582
)
 

 

Net income attributable to the Company
excluding notable items (non-GAAP)
$
19,140

 
$
22,686

 
$
20,583

 
$
19,803

 
$
23,406

 
 
 
 
 
 
 
 
 
 
Net income/ (loss) attributable to the common shareholders, treasury stock method (GAAP)
$
2,910

 
$
22,663

 
$
(20,278
)
 
$
18,657

 
$
22,829

ADD BACK: Deemed dividend due to redemption of Series D Preferred
2,247

 

 

 

 

LESS: Gain/ (loss) on sale of affiliates or offices

 

 
(1,264
)
 

 

ADD BACK: Anchor divestiture legal expense

 

 
400

 

 

ADD BACK: Impairment of goodwill

 

 
24,901

 

 

ADD BACK: Tax adjustments *
12,706

 

 
12,880

 

 

Tax effect at statutory rate
(35% in 2017, 21% in 2018) **

 

 
(582
)
 

 

Net income attributable to the common shareholders, treasury stock method, excluding notable items (non-GAAP)
$
17,863

 
$
22,663

 
$
18,585

 
$
18,657

 
$
22,829

 
 
 
 
 
 
 
 
 
 
Weighted average diluted shares outstanding (GAAP)
85,413,575

 
85,271,650

 
82,904,776

 
84,888,311

 
84,741,680

Weighted average diluted shares outstanding, excluding notable items (non-GAAP) ***
85,413,575

 
85,271,650

 
85,196,760

 
84,888,311

 
84,741,680

 
 
 
 
 
 
 
 
 
 
Diluted total earnings/ (loss) per share (GAAP)
$
0.03

 
$
0.27

 
$
(0.24
)
 
$
0.22

 
$
0.27

Diluted total earnings per share, excluding notable items (non-GAAP)
$
0.21

 
$
0.27

 
$
0.22

 
$
0.22

 
$
0.27

 
 
 
 
 
 
 
 
 
 
Average common equity (non-GAAP)
$
736,068

 
$
736,272

 
$
765,765

 
$
760,843

 
$
745,773

Average tangible common equity (non-GAAP)
$
633,535

 
$
597,821

 
$
607,787

 
$
595,077

 
$
578,569

Return on average common equity - (annualized), excluding notable items (non-GAAP)
9.96
%
 
12.02
%
 
10.21
%
 
9.87
%
 
12.12
%
Return on average tangible common equity - (annualized), excluding notable items (non-GAAP)
11.94
%
 
15.20
%
 
13.43
%
 
13.24
%
 
16.27
%
 
 
 
 
 
 
 
 
 
 
Pre-tax, pre-provision income (non-GAAP)
$
25,256

 
$
26,269

 
$
2,458

 
$
27,548

 
$
27,342

LESS: Gain/ (loss) on sale of affiliates or offices

 

 
(1,264
)
 

 

ADD BACK: Anchor divestiture legal expense

 

 
400

 

 

ADD BACK: Impairment of goodwill

 

 
24,901

 

 

Pre-tax, pre-provision income, excluding notable items (non-GAAP)
$
25,256

 
$
26,269

 
$
29,023

 
$
27,548

 
$
27,342

*    Additional tax expense in the second quarter of 2018 relates to the tax impact of the April 2018 completion of the sale of Anchor.
**     Due to the nature of the goodwill related to Anchor, no tax effect is applied to the goodwill impairment in the fourth quarter of 2017.





***
For the fourth quarter of 2017, Weighted average diluted shares outstanding include the dilutive effects when the excluded notable items move net income/ (loss) attributable to the common shareholders from a net loss to a net income position.



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