First Foundation (FFWM) - 2019 Q3 - Quarterly Report

Part I. Financial Information Item 1. Financial Statements The report presents unaudited consolidated financial statements and accompanying notes for the period Consolidated Balance Sheets Consolidated Balance Sheet Highlights (In thousands) | Metric | September 30, 2019 (unaudited) | December 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $268,446 | $67,312 | | Securities available-for-sale ("AFS") | $1,042,940 | $809,569 | | Net loans | $4,353,708 | $4,274,669 | | Total Assets | $6,358,346 | $5,840,412 | | Deposits | $5,170,566 | $4,532,968 | | Borrowings | $520,000 | $708,000 | | Total Shareholders' Equity | $604,360 | $559,184 | Consolidated Income Statements - Unaudited Consolidated Income Statement Highlights (In thousands, except per share amounts) | Metric | Quarter Ended Sep 30, 2019 | Quarter Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Total interest income | $62,614 | $58,047 | $186,466 | $149,864 | | Total interest expense | $19,482 | $14,321 | $60,400 | $35,619 | | Net interest income | $43,132 | $43,726 | $126,066 | $114,245 | | Provision for loan losses | $172 | $9 | $1,943 | $4,147 | | Total noninterest income | $13,982 | $11,104 | $31,578 | $27,070 | | Total noninterest expense | $32,694 | $33,967 | $97,921 | $96,937 | | Net income | $17,356 | $14,707 | $41,025 | $28,829 | | Basic Net income per share | $0.39 | $0.33 | $0.92 | $0.70 | | Diluted Net income per share | $0.39 | $0.33 | $0.91 | $0.69 | Consolidated Statement of Changes in Shareholders' Equity - Unaudited Shareholders' Equity Changes (In thousands) | Metric | Balance: December 31, 2018 | Net income (9M 2019) | Other comprehensive income (9M 2019) | Cash dividend (9M 2019) | Balance: September 30, 2019 | | :--- | :--- | :--- | :--- | :--- | :--- | | Common Stock | $44 | — | — | — | $45 | | Additional paid-in-capital | $431,832 | — | — | — | $433,426 | | Retained earnings | $128,461 | $41,025 | — | $(6,694) | $162,792 | | Accumulated other comprehensive income (loss), net of tax | $(1,153) | — | $9,250 | — | $8,097 | | Total Shareholders' Equity | $559,184 | $41,025 | $9,250 | $(6,694) | $604,360 | Consolidated Statements of Comprehensive Income - Unaudited Consolidated Comprehensive Income (In thousands) | Metric | Quarter Ended Sep 30, 2019 | Quarter Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Net income | $17,356 | $14,707 | $41,025 | $28,829 | | Other comprehensive income (loss), net of tax | $2,038 | $(2,397) | $9,250 | $(9,485) | | Total comprehensive income | $19,394 | $12,310 | $50,275 | $19,344 | Consolidated Statements of Cash Flows - Unaudited Consolidated Cash Flow Highlights (In thousands) | Metric | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $47,146 | $42,387 | | Net cash used in investing activities | $(269,292) | $(342,894) | | Net cash provided by financing activities | $423,280 | $235,048 | | Increase (decrease) in cash and cash equivalents | $201,134 | $(65,459) | | Cash and cash equivalents at end of period | $268,446 | $54,935 | NOTE 1: BASIS OF PRESENTATION The note details the basis of presentation, confirms GAAP adherence, and discusses the impact of new accounting standards - The consolidated financial statements include First Foundation Inc (FFI) and its wholly owned subsidiaries: First Foundation Advisors (FFA), First Foundation Bank (FFB), First Foundation Insurance Services (FFIS), and Blue Moon Management, LLC[24] - The adoption of ASU 2016-13 (CECL model) is expected to have a significant impact on the Company's recording of its allowance for loan losses, effective for annual periods beginning after December 15, 2019[38] NOTE 2: ACQUISITIONS The note details the 2018 acquisition of PBB Bancorp, its accounting treatment, and financial impact - On June 1, 2018, the Company acquired PBB Bancorp and its subsidiary Premier Business Bank to expand operations in Southern California[39] - The acquisition resulted in the recognition of $61 million in goodwill[40] PBB Acquisition Pro Forma Net Income (In thousands) | Metric | Nine Months Ended September 30, 2018 (Pro Forma) | | :--- | :--- | | Net income | $35,150 | - For the period from June 1, 2018, to September 30, 2018, PBB operations contributed approximately $10.5 million in revenues and $7.3 million in net income to the Company's results[51] NOTE 3: FAIR VALUE MEASUREMENTS The note describes the company's fair value measurement framework and provides detailed tables of recurring and nonrecurring measurements - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs), and Level 3 (significant unobservable inputs)[52][53] Total Assets at Fair Value on a Recurring Basis (In thousands) | Metric | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total assets at fair value on a recurring basis | $1,043,297 | $809,921 | | - Level 1 | $760 | $849 | | - Level 2 | $992,499 | $443,844 | | - Level 3 | $50,038 | $365,228 | - The decrease in Level 3 assets from December 31, 2018, was primarily due to a change in the pricing methodology of agency mortgage-backed securities[57] - Collateral dependent impaired Level 3 loans increased to $25.5 million at September 30, 2019, from $12.8 million at December 31, 2018[61] NOTE 4: SECURITIES The note provides a detailed summary of the Company's available-for-sale (AFS) securities portfolio and treatment of unrealized losses Securities AFS Portfolio Summary (In thousands) | Metric | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Amortized Cost | $1,031,495 | $811,198 | | Gross Gains | $14,407 | $14,292 | | Unrealized Losses | $(2,962) | $(15,921) | | Estimated Fair Value | $1,042,940 | $809,569 | - Unrealized losses on agency mortgage-backed securities and beneficial interests in FHLMC securitizations were not recognized into income due to high credit quality and management's intent not to sell[84] - As of September 30, 2019, $151 million of agency mortgage-backed securities are pledged as collateral for the Bank's obligations under loan sales and securitization agreements[82] NOTE 5: LOANS The note details the composition of the loan portfolio, including information on credit-impaired, delinquent, and restructured loans Loan Portfolio Composition (Outstanding principal balance, In thousands) | Loan Category | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total real estate loans | $3,780,566 | $3,811,119 | | Commercial and industrial loans | $566,390 | $449,805 | | Consumer loans | $16,505 | $22,699 | | Total loans | $4,363,461 | $4,283,623 | Purchased Credit Impaired Loans (Carrying amount, In thousands) | Metric | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total purchased credit impaired loans | $4,791 | $7,081 | Delinquent and Nonaccrual Loans (In thousands) | Metric | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total Past Due and Nonaccrual | $29,697 | $28,030 | | Percentage of total loans | 0.68% | 0.65% | Troubled Debt Restructurings (TDRs) (In thousands) | Metric | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total TDRs | $6,296 | $4,851 | NOTE 6: ALLOWANCE FOR LOAN LOSSES The note provides a roll-forward of the allowance for loan losses (ALLL) and details the risk categorization of loans Allowance for Loan Losses (ALLL) Roll Forward (In thousands) | Metric | Quarter Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2019 | Year Ended Dec 31, 2018 | | :--- | :--- | :--- | :--- | | Beginning Balance | $20,200 | $19,000 | $18,400 | | Provision for Loan Losses | $172 | $1,943 | $4,220 | | Charge-offs | $(1,279) | $(2,213) | $(4,189) | | Recoveries | $1,407 | $1,770 | $569 | | Ending Balance | $20,500 | $20,500 | $19,000 | Loan Risk Categories (In thousands) | Risk Category | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Pass | $4,320,593 | $4,236,469 | | Special Mention | $2,532 | $24,193 | | Substandard | $14,803 | $10,183 | | Impaired | $25,533 | $12,778 | | Total Loans | $4,363,461 | $4,283,623 | - The ALLL represented 0.52% of total loans outstanding (excluding acquired loans) as of September 30, 2019, compared to 0.51% at December 31, 2018[188] NOTE 7: LOAN SALES AND MORTGAGE SERVICING RIGHTS The note details the Company's loan sales activities, gains recognized, and the creation of mortgage servicing rights (MSRs) - For the first nine months of 2019, FFB recognized a $4.2 million gain on the sale of $551 million of multifamily loans[111] - Mortgage servicing rights of $1.9 million were recorded in the first nine months of 2019 from loan sales[111] - Swap agreements entered into to reduce interest rate risk were closed out in September 2019 at a cost of $19.9 million, which reduced the gain on sale[112] - Mortgage servicing rights totaled $7.4 million at September 30, 2019, up from $6.4 million at December 31, 2018[113] NOTE 8: DEPOSITS The note summarizes the Company's deposit balances by type and their weighted average rates Deposit Balances and Rates (In thousands) | Deposit Type | September 30, 2019 Amount | September 30, 2019 Weighted Average Rate | December 31, 2018 Amount | December 31, 2018 Weighted Average Rate | | :--- | :--- | :--- | :--- | :--- | | Noninterest-bearing demand deposits | $1,532,105 | — | $1,074,661 | — | | Interest-bearing demand deposits | $350,344 | 0.670% | $317,380 | 0.798% | | Money market and savings | $1,316,899 | 1.367% | $1,190,717 | 1.115% | | Certificates of deposits | $1,971,218 | 2.221% | $1,950,210 | 2.142% | | Total | $5,170,566 | 1.240% | $4,532,968 | 1.270% | - The weighted average rate of interest-bearing deposits increased from 1.67% at December 31, 2018, to 1.76% at September 30, 2019[178] - As of September 30, 2019, the Bank held $1.2 billion in brokered deposits[179] NOTE 9: BORROWINGS The note outlines the Company's borrowing structure, including outstanding balances, interest rates, and collateral arrangements Borrowings Summary (In thousands) | Metric | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | FHLB term advance | $500,000 | $703,000 (overnight) | | Holding company line of credit | $20,000 | $5,000 | | Total Borrowings | $520,000 | $708,000 | - The FHLB term advance outstanding at September 30, 2019, matures in September 2020 and bears an interest rate of 1.77%[117] - FHLB advances are primarily collateralized by loans secured by multifamily and commercial real estate properties with a carrying value of $3.7 billion[118] - The Bank's total borrowing capacity from the FHLB was $2.5 billion at September 30, 2019[118] NOTE 10: LEASES The note details the adoption of ASU 2016-02 (Topic 842) and its impact on the consolidated balance sheet - The Company adopted ASU 2016-02, Leases (Topic 842), on January 1, 2019, recognizing a right-of-use (ROU) asset of $21.1 million and a corresponding lease liability of $22.7 million[123][125] Supplemental Lease Information (In thousands) | Metric | September 30, 2019 | | :--- | :--- | | Operating lease asset | $17,644 | | Operating lease liability | $19,191 | | Operating lease cost | $4,437 | | Weighted average lease term | 4.72 years | | Weighted average discount rate | 5.76% | NOTE 11: EARNINGS PER SHARE The note provides calculations for basic and diluted earnings per share (EPS) for the reported periods Earnings Per Share (In thousands, except per share amounts) | Metric | Quarter Ended Sep 30, 2019 | Quarter Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Net income | $17,356 | $14,707 | $41,025 | $28,829 | | Basic common shares outstanding | 44,639,481 | 44,405,094 | 44,602,368 | 41,288,804 | | Diluted common shares outstanding | 44,935,308 | 44,852,107 | 44,876,614 | 41,790,656 | | Basic Earnings per share | $0.39 | $0.33 | $0.92 | $0.70 | | Diluted Earnings per share | $0.39 | $0.33 | $0.91 | $0.69 | NOTE 12: SEGMENT REPORTING The note presents key operating results for the Company's two reportable business segments: Banking and Wealth Management - The Company operates in two reportable business segments: Banking (First Foundation Bank and First Foundation Insurance Services) and Wealth Management (First Foundation Advisors)[134] Income (Loss) Before Taxes on Income by Segment (In thousands) | Segment | Quarter Ended Sep 30, 2019 | Quarter Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Banking | $24,890 | $21,801 | $60,244 | $43,358 | | Wealth Management | $738 | $1,071 | $1,366 | $2,587 | | Other | $(1,380) | $(2,018) | $(3,830) | $(5,714) | | Total | $24,248 | $20,854 | $57,780 | $40,231 | NOTE 13: SUBSEQUENT EVENTS The note reports a quarterly cash dividend declared by the Board of Directors subsequent to the reporting period - On October 29, 2019, the Board of Directors declared a quarterly cash dividend of $0.05 per common share, payable on December 16, 2019[135] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management analyzes financial condition and operational results, covering key metrics, segments, and risk management Overview and Recent Developments - During Q3 2019, the Company sold $551 million of multifamily loans through securitization, sold $284 million of lower yielding securities, and purchased $576 million of securities[147] - For the first nine months of 2019, loan originations totaled $1.4 billion, total deposits increased by $638 million, and total revenues grew by 12% year-over-year[147] Results of Operations Net Income and Income Before Taxes (In thousands) | Metric | Quarter Ended Sep 30, 2019 | Quarter Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Net income | $17,356 | $14,707 | $41,025 | $28,829 | | Income before taxes | $24,248 | $20,854 | $57,780 | $40,231 | - The effective tax rate for the nine months ended September 30, 2019, was 29.0%, compared to 28.3% for the corresponding period in 2018[149] - Banking segment's income before taxes increased by $16.9 million for the first nine months of 2019, driven by higher net interest income, lower provision for loan losses, and higher noninterest income[153] - Wealth Management segment's income before taxes decreased by $1.2 million for the first nine months of 2019, due to lower noninterest income and higher noninterest expenses[153] Net Interest Income This section analyzes the components of net interest income, average balances, yields, and resulting interest rate spreads Net Interest Income and Spreads | Metric | Quarter Ended Sep 30, 2019 | Quarter Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $43,132 | $43,726 | $126,066 | $114,245 | | Net Interest Rate Spread | 2.27% | 2.60% | 2.31% | 2.50% | | Net Yield on Interest-earning Assets | 2.89% | 3.12% | 2.87% | 2.97% | - The decrease in net interest rate spread was primarily due to an increase in the cost of interest-bearing liabilities, partially offset by an increase in the yield on interest-earning assets[158][159] - The yield on interest-earning assets increased due to higher yields on securities and new loans bearing higher interest rates[158][159] Provision for Loan Losses This section discusses the provision for loan losses and reports net charge-offs and recoveries Provision for Loan Losses and Net Charge-offs (In thousands) | Metric | Quarter Ended Sep 30, 2019 | Quarter Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | Provision for loan losses | $172 | $9 | $1,943 | $4,147 | | Net recoveries (charge-offs) | $128 (net recoveries) | Negligible (net charge-offs) | $(443) (net charge-offs) | $(3,500) (net charge-offs) | Noninterest Income This section provides a breakdown of noninterest income for both the Banking and Wealth Management segments Noninterest Income by Segment (In thousands) | Metric | Banking Q3 2019 | Banking Q3 2018 | Banking 9M 2019 | Banking 9M 2018 | Wealth Management 9M 2019 | Wealth Management 9M 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total noninterest income | $8,173 | $5,079 | $14,638 | $8,586 | $17,886 | $18,932 | | Gain (loss) on sale of loans | $4,218 | $1,364 | $4,218 | $419 | N/A | N/A | | Trust fees | $1,305 | $1,054 | $3,790 | $2,808 | N/A | N/A | | Asset management fees | N/A | N/A | N/A | N/A | $17,886 | $18,932 | - Banking's noninterest income increased by $6.0 million for the first nine months of 2019, primarily due to a $3.8 million higher gain on sale of loans and a $1.0 million increase in trust fees[164] - Wealth Management's noninterest income decreased by $1.0 million for the first nine months of 2019, mainly due to lower levels of assets under management (AUM)[165] Noninterest Expense This section details noninterest expenses for both Banking and Wealth Management segments Noninterest Expense by Segment (In thousands) | Metric | Banking Q3 2019 | Banking Q3 2018 | Banking 9M 2019 | Banking 9M 2018 | Wealth Management 9M 2019 | Wealth Management 9M 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total noninterest expense | $26,397 | $27,530 | $78,785 | $76,896 | $16,508 | $16,333 | | Compensation and benefits | $12,613 | $13,215 | $39,774 | $38,028 | $12,549 | $12,283 | | Customer service costs | $5,920 | $4,854 | $13,592 | $11,449 | — | — | - Banking's noninterest expense decreased in Q3 2019 due to lower compensation costs and a $1.2 million FDIC deposit insurance fee refund, partially offset by increased customer service costs[166] - For the first nine months of 2019, Banking's noninterest expense increased due to staffing and expansion costs, partially offset by a $4.1 million decrease in merger-related costs and the FDIC refund[168] Financial Condition - Total assets increased by $518 million during the first nine months of 2019, primarily driven by increases in cash, securities, and loans[171] - Total deposits grew by $638 million in the first nine months of 2019, including increases in branch, specialty, and wholesale deposits[171] - Borrowings decreased by $188 million during the first nine months of 2019, as deposit growth exceeded asset growth, allowing for debt reduction[171] Cash and Cash Equivalents, Certificates of Deposit and Securities This section discusses changes in cash, cash equivalents, and the available-for-sale (AFS) securities portfolio - Cash and cash equivalents increased by $201 million during the first nine months of 2019[173] - Securities AFS increased by $233 million year-to-date, following a securitization of multifamily loans and subsequent securities purchases[171] - As of September 30, 2019, $151 million of agency mortgage-backed securities were pledged as collateral[174] Loans This section provides an overview of the loan portfolio composition and changes, including originations, sales, and payoffs - Total loans, including loans held for sale, increased by $75 million during the first nine months of 2019[177] - Loan originations totaled $1.4 billion in the first nine months of 2019, partially offset by $551 million in loan sales and $749 million in payoffs/scheduled payments[177] Deposits This section details deposit balances by type and their weighted average rates Deposit Balances and Weighted Average Rates (In thousands) | Metric | September 30, 2019 Amount | December 31, 2018 Amount | September 30, 2019 Weighted Average Rate | December 31, 2018 Weighted Average Rate | | :--- | :--- | :--- | :--- | :--- | | Total Deposits | $5,170,566 | $4,532,968 | 1.240% | 1.270% | - The weighted average rate of interest-bearing deposits increased from 1.67% at December 31, 2018, to 1.76% at September 30, 2019[178] - As of September 30, 2019, brokered deposits amounted to $1.2 billion[179] Borrowings This section describes the Company's borrowing structure, including FHLB advances and lines of credit - Total borrowings decreased from $708 million at December 31, 2018, to $520 million at September 30, 2019[180] - The average balance of FHLB advances and other borrowings outstanding was $640 million for the first nine months of 2019, with a weighted average interest rate of 2.50%[180] Delinquent Loans, Nonperforming Assets and Provision for Credit Losses This section provides detailed information on past due loans, nonperforming assets, and the allowance for loan losses (ALLL) Delinquent and Nonaccrual Loans (In thousands) | Metric | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total Past Due and Nonaccrual | $29,697 | $28,030 | | Percentage of total loans | 0.68% | 0.65% | Troubled Debt Restructurings (TDRs) (In thousands) | Metric | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total TDRs | $6,296 | $4,851 | Loan Risk Categories (In thousands) | Risk Category | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Impaired Loans | $25,533 | $12,778 | - The Allowance for Loan Losses (ALLL) increased to $20.5 million at September 30, 2019, from $19.0 million at December 31, 2018[188] Liquidity This section outlines the Company's liquidity management strategy and identifies primary sources of liquidity - The Bank's unused lines of credit available to draw down totaled $1.9 billion at September 30, 2019[196] - The loan-to-deposit ratio at the Bank was 94% at September 30, 2019, a decrease from 106% at December 31, 2018[200] Off-Balance Sheet Arrangements This section details the Company's off-balance sheet commitments, including commitments to fund loans and standby letters of credit Off-Balance Sheet Commitments (In thousands, as of September 30, 2019) | Commitment Type | Amount | | :--- | :--- | | Commitments to fund new loans | $69,640 | | Commitments to fund under existing loans, lines of credit | $464,458 | | Commitments under standby letters of credit | $10,737 | - The Bank was obligated on $231 million of letters of credit to the FHLB, used as collateral for public fund deposits[201] Capital Resources and Dividend Policy This section reviews the Company's capital adequacy ratios against regulatory requirements and outlines the dividend policy - As of September 30, 2019, both the Company (FFI) and First Foundation Bank (FFB) exceeded all minimum required capital ratios and qualified as a well-capitalized depository institution[205] FFB Capital Ratios vs. Well Capitalized Requirements (In thousands, as of September 30, 2019) | Capital Ratio | FFB Actual Amount | FFB Actual Ratio | To Be Well Capitalized Amount | To Be Well Capitalized Ratio | | :--- | :--- | :--- | :--- | :--- | | CET1 capital ratio | $508,516 | 10.65% | $310,354 | 6.50% | | Tier 1 leverage ratio | $508,516 | 8.33% | $305,390 | 5.00% | | Tier 1 risk-based capital ratio | $508,516 | 10.65% | $381,974 | 8.00% | | Total risk-based capital ratio | $531,881 | 11.14% | $477,468 | 10.00% | - The Company paid a quarterly cash dividend of $0.05 per common share in the first three quarters of 2019, with the intention to continue quarterly dividends[208] Item 3. Quantitative and Qualitative Disclosures About Market Risk Disclosures regarding market risk remain materially unchanged from the previous annual report - There have been no material changes to the Company's quantitative and qualitative disclosures about market risk since December 31, 2018[213] Item 4. Controls and Procedures The company confirms the effectiveness of its disclosure controls and procedures with no material changes reported - The Company's disclosure controls and procedures were effective as of September 30, 2019, providing reasonable assurance that required information is recorded, processed, summarized, and reported timely[215] - There was no change in internal control over financial reporting during the quarter ended September 30, 2019, that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting[216] Part II. Other Information Item 1A. Risk Factors Risk factors remain materially unchanged from those disclosed in the company's latest Annual Report - There have been no material changes in the risk factors disclosed in Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2018[218] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company provides an update on its stock repurchase plan, reporting no activity during the quarter - The Company adopted a stock repurchase plan on October 30, 2018, authorizing the repurchase of up to 2,200,000 shares of common stock[219] - No shares were repurchased during the quarter ended September 30, 2019[219] - As of September 30, 2019, 2,162,900 shares remained available for repurchase under the plan[219] Item 6. Exhibits This section lists all exhibits filed with the report, including required officer certifications - The exhibits include Certifications of the Chief Executive Officer and Chief Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[221] - Inline XBRL Instance Document and Taxonomy Extension Schema are also included as exhibits[221] SIGNATURES The report is formally concluded with the signature of an authorized company officer - The report was signed by John M. Michel, Executive Vice President and Chief Financial Officer, on November 7, 2019[227]