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8-K - 8-K - First Foundation Inc.ffwm-8k_20170726.htm

Exhibit 99.1

 

First Foundation Announces 2017 Second Quarter Financial Results

 

Earnings per diluted share of $0.28 for the second quarter, $0.46 for the first six months

 

Strong growth in revenues 40% and income 146%

 

Another quarter of strong loan and deposit growth

IRVINE, CA – First Foundation Inc. (NASDAQ: FFWM), a financial services company with two wholly-owned operating subsidiaries, First Foundation Advisors (“FFA”) and First Foundation Bank (“FFB”), announced today its financial results for the quarter and six months ended June 30, 2017.

“We generated another strong quarter of results with revenue growth of 40% and income growth of 146%. These results are a continued validation of the strength of our platform and our outstanding team,” said Scott F. Kavanaugh, CEO. “We are excited about expanding our existing footprint in the Sacramento community upon the acquisition of Community 1st Bank, which is expected to close later this year.”

Highlights

Financial Results:

2017 second quarter compared to 2016 second quarter:

 

o

Earnings were $9.6 million, an increase of 146%

 

o

Earnings per fully diluted share were $0.28, compared to $0.10 in 2016

 

o

Total revenues (net interest income and noninterest income) were $37.6 million, an increase of 40%

 

o

Net interest income was $27.9 million, an increase of 27%  

2017 first six months compared to 2016 first six months:

 

o

Earnings were $15.7 million, an increase of 104%

 

o

Earnings per fully diluted share were $0.46, compared to $0.21 in 2016

 

o

Total revenues were $71.4 million, an increase of 34%

 

o

Net interest income was $54.0 million, an increase of 31%  

2017 Financial ratios:

 

o

Return on average equity of 12.6% for the second quarter and 10.6% for the first six months

 

o

Return on average assets of 1.00% for the second quarter and 0.85% for the first six months

 

o

Efficiency ratio of 59.1% for the second quarter and 65.7% for the first six months

 

o

Total shareholders’ equity of $317 million, tangible book value of $9.22 per share, and tangible common equity to tangible assets of 8.07%, in each case, as of June 30, 2017

Other Activity:

Assets under management (“AUM”) at FFA increased by $418 million in the first six months of 2017

Deposits increased by $681 million in the first six months of 2017

Loan originations totaled $816 million in first six months of 2017

$153 million of loans were sold in the second quarter, with a gain of $2.1 million realized

“In the second quarter, FFA reached the milestone of $4 billion in assets under management which was accomplished by new account activity and gains in our portfolios,” said John Hakopian, President of FFA. “As we look forward to the remainder of the year, we anticipate continued growth in our AUM from our strong pipeline of new business.”

1

 


Exhibit 99.1

 

Details of Growth

The $418 million growth in AUM during the first six months of 2017 was the result of $245 million of new accounts and $251 million of portfolio gains which were partially offset by terminations and net withdrawals of $79 million.

Total loans, including loans held for sale, increased $435 million during the first six months of 2017 as a result of $816 million of originations and $8 million of purchases which were partially offset by the sale of $174 million of multifamily loans and payoffs or scheduled payments of $215 million.

The $681 million growth in deposits during the first six months of 2017 is broken down as follows: $262 million increase in noninterest bearing demand deposits; $38 million increase in interest bearing demand deposits; $162 million increase in money market and savings accounts; and $218 million increase in certificate of deposit accounts. Specialty deposits increased by $358 million or 39% while branch deposits increased by $146 million or 13%.   

“The success of our deposit platform is evidenced by the strong growth in both our specialty and branch deposits,” said David DePillo, President of FFB. “We also continued to grow our loan portfolio and have been successful in managing our portfolio levels through loan sales.”

About First Foundation

First Foundation, a financial institution founded in 1990, provides personal banking, business banking and private wealth management. The Company has offices in California, Nevada and Hawaii with headquarters in Irvine, California. For more information, please visit www.ff-inc.com.

We have two business segments, “Banking” and “Investment Management and Wealth Planning” (“Wealth Management”). Banking includes the operations of FFB and First Foundation Insurance Services, and Wealth Management includes the operations of FFA. The financial position and operating results of the stand-alone holding company, FFI, are included under the caption “Other” in certain of the tables that follow, along with any consolidation elimination entries.

Forward-Looking Statements

Statements in this news release regarding our expectations and beliefs about our future financial performance and financial condition, as well as trends in our business and markets are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." The forward looking statements in this news release are based on current information and on assumptions that we make about future events and circumstances that are subject to a number of risks and uncertainties that are often difficult to predict and beyond our control. As a result of those risks and uncertainties, our actual financial results in the future could differ, possibly materially, from those expressed in or implied by the forward looking statements contained in this news release and could cause us to make changes to our future plans. Those risks and uncertainties include, but are not limited to, the risk of incurring loan losses, which is an inherent risk of the banking business; the risk that we will not be able to continue our internal growth rate; the risk that we will not be able to access the securitization market on favorable terms or at all; the risk that the economic recovery in the United States will stall or will be adversely affected by domestic or international economic conditions and risks associated with the Federal Reserve Board taking actions with respect to interest rates, any of which could adversely affect our interest income and interest rate margins and, therefore, our future operating results; the risk that the performance of our investment management business or of the equity and bond markets could lead clients to move their funds from or close their investment accounts with us, which would reduce our assets under management and adversely affect our operating results; and risks associated with seeking new client relationships and maintaining existing client relationships. Additional information regarding these and other risks and uncertainties to which our business and future

2

 


Exhibit 99.1

 

financial performance are subject is contained in Item 1A, entitled “Risk Factors” in our 2016 Annual Report on Form 10-K for the fiscal year ended December 31, 2016 that we filed with the SEC on March 15, 2017, and other documents we file with the SEC from time to time. We urge readers of this news release to review the Risk Factors section of that Annual Report and the Risk Factors section of other documents we file with the SEC from time to time. Also, our actual financial results in the future may differ from those currently expected due to additional risks and uncertainties of which we are not currently aware or which we do not currently view as, but in the future may become, material to our business or operating results. Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this news release, which speak only as of today's date, or to make predictions based solely on historical financial performance. We also disclaim any obligation to update forward-looking statements contained in this news release or in the above-referenced 2016 Annual Report on Form 10-K, whether as a result of new information, future events or otherwise, except as may be required by law or NASDAQ rules.

Contact:

John Michel

Chief Financial Officer

First Foundation Inc.

949-202-4160

jmichel@ff-inc.com

 

3

 


 

FIRST FOUNDATION INC.

CONSOLIDATED BALANCE SHEETS - Unaudited

(in thousands, except share and per share amounts)

 

 

 

 

June 30,

2017

 

December 31, 2016

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

128,945

 

 

$

597,946

 

Securities available-for-sale (“AFS”)

 

 

483,615

 

 

 

509,578

 

Loans held for sale

 

 

150,313

 

 

 

250,942

 

 

 

 

 

 

 

 

 

 

Loans, net of deferred fees

 

 

3,090,940

 

 

 

2,555,709

 

Allowance for loan and lease losses (“ALLL”)

 

 

(16,800

)

 

 

(15,400

)

Net loans

 

 

3,074,140

 

 

 

2,540,309

 

 

 

 

 

 

 

 

 

 

Investment in FHLB stock

 

 

22,572

 

 

 

33,750

 

Deferred taxes

 

 

15,110

 

 

 

16,811

 

Premises and equipment, net

 

 

7,223

 

 

 

6,730

 

Real estate owned (“REO”)

 

 

1,400

 

 

 

1,734

 

Goodwill and intangibles

 

 

2,068

 

 

 

2,177

 

Other assets

 

 

17,848

 

 

 

15,426

 

Total Assets

 

$

3,903,234

 

 

$

3,975,403

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Deposits

 

$

3,107,404

 

 

$

2,426,795

 

Borrowings

 

 

461,035

 

 

 

1,250,000

 

Accounts payable and other liabilities

 

 

17,868

 

 

 

14,344

 

Total Liabilities

 

 

3,586,307

 

 

 

3,691,139

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

Common Stock, par value $.001: 70,000,000 shares authorized; 34,153,719 and 32,719,632 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively

 

 

34

 

 

 

16

 

Additional paid-in-capital

 

 

247,303

 

 

 

232,428

 

Retained earnings

 

 

72,794

 

 

 

57,065

 

Accumulated other comprehensive income (loss), net of tax

 

 

(3,204

)

 

 

(5,245

)

Total Shareholders’ Equity

 

 

316,927

 

 

 

284,264

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

3,903,234

 

 

$

3,975,403

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 


 

FIRST FOUNDATION INC.

CONSOLIDATED INCOME STATEMENTS - Unaudited

(in thousands, except share and per share amounts)

 

 

 

For the Quarter

Ended June 30,

 

For the Six Months

Ended June 30,

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

29,982

 

 

$

20,961

 

 

$

56,473

 

 

$

39,131

 

Securities

 

 

3,126

 

 

 

3,100

 

 

 

6,157

 

 

 

6,221

 

FHLB Stock, fed funds sold and deposits

 

 

544

 

 

 

512

 

 

 

1,382

 

 

 

919

 

Total interest income

 

 

33,652

 

 

 

24,573

 

 

 

64,012

 

 

 

46,271

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

4,012

 

 

 

1,973

 

 

 

7,204

 

 

 

3,768

 

Borrowings

 

 

1,745

 

 

 

679

 

 

 

2,855

 

 

 

1,221

 

Total interest expense

 

 

5,757

 

 

 

2,652

 

 

 

10,059

 

 

 

4,989

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

27,895

 

 

 

21,921

 

 

 

53,953

 

 

 

41,282

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

1,092

 

 

 

1,250

 

 

 

1,161

 

 

 

1,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

 

26,803

 

 

 

20,671

 

 

 

52,792

 

 

 

39,632

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management, consulting and other fees

 

 

6,557

 

 

 

5,985

 

 

 

12,772

 

 

 

11,986

 

Gain on sale of loans

 

 

2,050

 

 

 

-

 

 

 

2,350

 

 

 

-

 

Gain (loss) on capital markets activities

 

 

-

 

 

 

(2,351

)

 

 

-

 

 

 

(2,040

)

Other income

 

 

1,090

 

 

 

1,276

 

 

 

2,358

 

 

 

1,949

 

Total noninterest income

 

 

9,697

 

 

 

4,910

 

 

 

17,480

 

 

 

11,895

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

13,983

 

 

 

11,924

 

 

 

28,738

 

 

 

24,648

 

Occupancy and depreciation

 

 

3,879

 

 

 

2,896

 

 

 

7,293

 

 

 

5,711

 

Professional services and marketing costs

 

 

207

 

 

 

2,560

 

 

 

3,636

 

 

 

4,283

 

Other expenses

 

 

4,144

 

 

 

2,470

 

 

 

7,255

 

 

 

4,625

 

Total noninterest expense

 

 

22,213

 

 

 

19,850

 

 

 

46,922

 

 

 

39,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before taxes on income

 

 

14,287

 

 

 

5,731

 

 

 

23,350

 

 

 

12,260

 

Taxes on income

 

 

4,671

 

 

 

1,821

 

 

 

7,621

 

 

 

4,532

 

Net income

 

$

9,616

 

 

$

3,910

 

 

$

15,729

 

 

$

7,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.29

 

 

$

0.10

 

 

$

0.47

 

 

$

0.22

 

Diluted

 

$

0.28

 

 

$

0.10

 

 

$

0.46

 

 

$

0.21

 

Shares used in computation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

33,623,671

 

 

 

32,269,738

 

 

 

33,216,602

 

 

 

32,137,958

 

Diluted

 

 

34,564,319

 

 

 

33,348,678

 

 

 

34,264,436

 

 

 

33,258,872

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 


 

FIRST FOUNDATION INC.

SELECTED FINANCIAL INFORMATION - Unaudited

(in thousands, except share and per share amounts and percentages)

 

 

 

 

For the Quarter

Ended June 30,

 

For the Six Months

Ended June 30,

 

 

2017

 

2016

 

2017

 

2016

Selected Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

27,895

 

 

$

21,921

 

 

$

53,953

 

 

$

41,282

 

Provision for loan losses

 

 

1,092

 

 

 

1,250

 

 

 

1,161

 

 

 

1,650

 

Noninterest Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management, consulting and other fees

 

 

6,557

 

 

 

5,985

 

 

 

12,772

 

 

 

11,986

 

Gain on sale of loans

 

 

2,050

 

 

 

-

 

 

 

2,350

 

 

 

-

 

Gain (loss) on capital markets activities

 

 

-

 

 

 

(2,351

)

 

 

-

 

 

 

(2,040

)

Other

 

 

1,090

 

 

 

1,276

 

 

 

2,358

 

 

 

1,949

 

Noninterest expense

 

 

22,213

 

 

 

19,850

 

 

 

46,922

 

 

 

39,267

 

Income before taxes

 

 

14,287

 

 

 

5,731

 

 

 

23,350

 

 

 

12,260

 

Net income

 

 

9,616

 

 

 

3,910

 

 

 

15,729

 

 

 

7,728

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.29

 

 

$

0.10

 

 

$

0.47

 

 

$

0.22

 

Diluted

 

 

0.28

 

 

 

0.10

 

 

 

0.46

 

 

 

0.21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Performance Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets - annualized

 

 

1.00

%

 

 

0.54

%

 

 

0.85

%

 

 

0.57

%

Return on average equity - annualized

 

 

12.6

%

 

 

5.7

%

 

 

10.6

%

 

 

5.7

%

Net yield on interest-earning assets

 

 

2.92

%

 

 

3.13

%

 

 

2.94

%

 

 

3.15

%

Efficiency ratio (1)

 

 

59.1

%

 

 

68.0

%

 

 

65.7

%

 

 

70.7

%

Noninterest income as a % of total revenues

 

 

25.8

%

 

 

18.3

%

 

 

24.5

%

 

 

22.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan originations

 

$

433,790

 

 

$

519,537

 

 

$

815,703

 

 

$

898,709

 

Charge-offs (recoveries) / average loans - annualized

 

 

-

%

 

 

0.01

%

 

 

(0.01)

%

 

 

0.01

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The efficiency ratio is the ratio of noninterest expense to the sum of net interest income and noninterest income.

 

 

 


6

 


 

FIRST FOUNDATION INC.

SELECTED FINANCIAL INFORMATION - Unaudited

(in thousands, except share and per share amounts and percentages)

 

 

 

 

 

 

 

June 30,

2017

 

December 31, 2016

 

Selected Balance Sheet Data:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

128,945

 

 

$

597,946

 

 

Loans held for sale

 

 

150,313

 

 

 

250,942

 

 

Loans, net of deferred fees

 

 

3,090,940

 

 

 

2,555,709

 

 

Allowance for loan and lease losses (“ALLL”)

 

 

(16,800

)

 

 

(15,400

)

 

Total assets

 

 

3,903,234

 

 

 

3,975,403

 

 

Noninterest-bearing deposits

 

 

924,145

 

 

 

661,781

 

 

Interest-bearing deposits

 

 

2,183,259

 

 

 

1,765,014

 

 

Borrowings

 

 

461,035

 

 

 

1,250,000

 

 

Shareholders’ equity

 

 

316,927

 

 

 

284,264

 

 

 

 

 

 

 

 

 

 

 

 

Selected Capital Data:

 

 

 

 

 

 

 

 

 

Tangible common equity to tangible assets(2)

 

 

8.07

%

 

 

7.10

%

 

Tangible book value per share(2)

 

$

9.22

 

 

$

8.62

 

 

Shares outstanding at end of period

 

 

34,153,719

 

 

 

32,719,632

 

 

 

 

 

 

 

 

 

 

 

 

Other Information:

 

 

 

 

 

 

 

 

 

Assets under management (end of period)

 

$

4,004,699

 

 

$

3,586,672

 

 

Number of employees

 

 

375

 

 

 

335

 

 

Loan to deposit ratio

 

 

104.3

%

 

 

115.7

%

 

Nonperforming assets to total assets

 

 

0.14

%

 

 

0.25

%

 

Ratio of ALLL to loans(3)

 

 

0.54

%

 

 

0.60

%

 

 

 

 

 

 

 

 

 

 

 

 

(2)

Tangible common equity, (also referred to as tangible book value) and tangible assets, are equal to common equity and assets, respectively, less $2.1 million and $2.2 million of intangible assets as of June 30, 2017 and December 31, 2016, respectively. We believe that this information is consistent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of capital ratios. Accordingly, we believe that tangible common equity to tangible assets and tangible book value per share provide information that is important to investors and that is useful in understanding our capital position and ratios. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled measures reported by other companies.

(3)

This ratio excludes loans acquired in an acquisition as GAAP requires estimated credit losses for acquired loans to be recorded as discounts to those loans.

 

 

 

 


7

 


 

FIRST FOUNDATION INC.

SEGMENT REPORTING - Unaudited

(in thousands)

 

 

 

For the Quarter

Ended June 30,

 

For the Six Months

Ended June 30,

 

 

2017

 

2016

 

2017

 

2016

Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

33,652

 

 

$

24,573

 

 

$

64,012

 

 

$

46,271

 

Interest expense

 

 

5,575

 

 

 

2,652

 

 

 

9,852

 

 

 

4,989

 

Net interest income

 

 

28,077

 

 

 

21,921

 

 

 

54,160

 

 

 

41,282

 

Provision for loan losses

 

 

1,092

 

 

 

1,250

 

 

 

1,161

 

 

 

1,650

 

Noninterest income

 

 

4,165

 

 

 

(170

)

 

 

6,681

 

 

 

1,582

 

Noninterest expense

 

 

15,842

 

 

 

14,268

 

 

 

34,173

 

 

 

27,612

 

Income before taxes on income

 

$

15,308

 

 

$

6,233

 

 

$

25,507

 

 

$

13,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wealth Management:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income

 

$

5,745

 

 

$

5,222

 

 

$

11,202

 

 

$

10,598

 

Noninterest expense

 

 

5,042

 

 

 

4,616

 

 

 

10,232

 

 

 

9,839

 

Income before taxes on income

 

$

703

 

 

$

606

 

 

$

970

 

 

$

759

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other and Eliminations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Interest expense

 

 

182

 

 

 

-

 

 

 

207

 

 

 

-

 

Net interest income

 

 

(182

)

 

 

-

 

 

 

(207

)

 

 

-

 

Noninterest income

 

 

(213

)

 

 

(142

)

 

 

(403

)

 

 

(285

)

Noninterest expense

 

 

1,329

 

 

 

966

 

 

 

2,517

 

 

 

1,816

 

Income before taxes on income

 

$

(1,724

)

 

$

(1,108

)

 

$

(3,127

)

 

$

(2,101

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


8

 


 

FIRST FOUNDATION INC.

ROLLING INCOME STATEMENTS - Unaudited

(in thousands, except share and per share amounts)

 

 

 

For the Quarter Ended

 

 

June 30,

2016

 

September 30,

2016

 

December 31,

2016

 

March 31,

2017

 

June 30,

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

20,961

 

 

$

22,231

 

 

$

23,718

 

 

$

26,491

 

 

$

29,982

 

Securities

 

 

3,100

 

 

 

3,202

 

 

 

3,358

 

 

 

3,031

 

 

 

3,126

 

FHLB Stock, fed funds sold and deposits

 

 

512

 

 

 

571

 

 

 

1,291

 

 

 

838

 

 

 

544

 

Total interest income

 

 

24,573

 

 

 

26,004

 

 

 

28,367

 

 

 

30,360

 

 

 

33,652

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

1,973

 

 

 

2,426

 

 

 

2,722

 

 

 

3,192

 

 

 

4,012

 

Borrowings

 

 

679

 

 

 

415

 

 

 

641

 

 

 

1,110

 

 

 

1,745

 

Total interest expense

 

 

2,652

 

 

 

2,841

 

 

 

3,363

 

 

 

4,302

 

 

 

5,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

21,921

 

 

 

23,163

 

 

 

25,004

 

 

 

26,058

 

 

 

27,895

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

1,250

 

 

 

1,231

 

 

 

1,800

 

 

 

69

 

 

 

1,092

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

 

20,671

 

 

 

21,932

 

 

 

23,204

 

 

 

25,989

 

 

 

26,803

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management, consulting and other fees

 

 

5,985

 

 

 

6,141

 

 

 

6,257

 

 

 

6,215

 

 

 

6,557

 

Gain on sale of loans

 

 

-

 

 

 

7,238

 

 

 

574

 

 

 

300

 

 

 

2,050

 

Gain (loss) on capital markets activities

 

 

(2,351

)

 

 

997

 

 

 

-

 

 

 

-

 

 

 

-

 

Other income

 

 

1,276

 

 

 

703

 

 

 

755

 

 

 

1,268

 

 

 

1,090

 

Total noninterest income

 

 

4,910

 

 

 

15,079

 

 

 

7,586

 

 

 

7,783

 

 

 

9,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

11,924

 

 

 

12,059

 

 

 

11,867

 

 

 

14,755

 

 

 

13,983

 

Occupancy and depreciation

 

 

2,896

 

 

 

3,072

 

 

 

3,195

 

 

 

3,414

 

 

 

3,879

 

Professional services and marketing costs

 

 

2,560

 

 

 

3,525

 

 

 

2,017

 

 

 

3,429

 

 

 

207

 

Other expenses

 

 

2,470

 

 

 

2,880

 

 

 

3,112

 

 

 

3,111

 

 

 

4,144

 

Total noninterest expense

 

 

19,850

 

 

 

21,536

 

 

 

20,191

 

 

 

24,709

 

 

 

22,213

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before taxes on income

 

 

5,731

 

 

 

15,475

 

 

 

10,599

 

 

 

9,063

 

 

 

14,287

 

Taxes on income

 

 

1,821

 

 

 

6,417

 

 

 

4,082

 

 

 

2,950

 

 

 

4,671

 

Net income

 

$

3,910

 

 

$

9,058

 

 

$

6,517

 

 

$

6,113

 

 

$

9,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.12

 

 

$

0.28

 

 

$

0.20

 

 

$

0.19

 

 

$

0.29

 

Diluted

 

$

0.12

 

 

$

0.27

 

 

$

0.19

 

 

$

0.18

 

 

$

0.28

 

Shares used in computation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

32,269,738

 

 

 

32,514,016

 

 

 

32,668,318

 

 

 

32,805,010

 

 

 

33,623,671

 

Diluted

 

 

33,348,678

 

 

 

33,575,894

 

 

 

33,788,114

 

 

 

33,961,220

 

 

 

34,564,319

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company adopted ASU 2016-09, Improvement to Employee Share-Based Payment Accounting, in the third quarter of 2016. For purposes of this table, the taxes on income, net income per share and the diluted shares used in the computation of earnings per share for the first three quarters of 2016 have been restated to reflect the retroactive application of this standard.


9

 


 

FIRST FOUNDATION INC.

ROLLING SEGMENT REPORTING - Unaudited

(in thousands)

 

 

 

For the Quarter Ended

 

 

June 30,

2016

 

September 30,

2016

 

December 31,

2016

 

March 31,

2017

 

June 30,

2017

Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

24,573

 

 

$

26,004

 

 

$

28,367

 

 

$

30,360

 

 

$

33,652

 

Interest expense

 

 

2,652

 

 

 

2,841

 

 

 

3,363

 

 

 

4,277

 

 

 

5,575

 

Net interest income

 

 

21,921

 

 

 

23,163

 

 

 

25,004

 

 

 

26,083

 

 

 

28,077

 

Provision for loan losses

 

 

1,250

 

 

 

1,231

 

 

 

1,800

 

 

 

69

 

 

 

1,092

 

Noninterest income

 

 

(170

)

 

 

9,923

 

 

 

2,327

 

 

 

2,516

 

 

 

4,165

 

Noninterest expense

 

 

14,268

 

 

 

16,134

 

 

 

14,676

 

 

 

18,331

 

 

 

15,842

 

Income before taxes on income

 

$

6,233

 

 

$

15,721

 

 

$

10,855

 

 

$

10,199

 

 

$

15,308

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wealth Management:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income

 

$

5,222

 

 

$

5,319

 

 

$

5,431

 

 

$

5,457

 

 

$

5,745

 

Noninterest expense

 

 

4,616

 

 

 

4,697

 

 

 

4,696

 

 

 

5,190

 

 

 

5,042

 

Income before taxes on income

 

$

606

 

 

$

622

 

 

$

735

 

 

$

267

 

 

$

703

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other and Eliminations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Interest expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(25

)

 

 

182

 

Net interest income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(25

)

 

 

(182

)

Noninterest income

 

 

(142

)

 

 

(163

)

 

 

(172

)

 

 

(190

)

 

 

(213

)

Noninterest expense

 

 

966

 

 

 

705

 

 

 

819

 

 

 

1,188

 

 

 

1,329

 

Income before taxes on income

 

$

(1,108

)

 

$

(868

)

 

$

(991

)

 

$

(1,403

)

 

$

(1,724

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


10

 


 

FIRST FOUNDATION INC.

SELECTED INFORMATION: INTEREST MARGIN - Unaudited

(in thousands, except percentages)

 

 

 

For the Quarter

Ended June 30,

 

For the Six Months

Ended June 30,

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

3,240,755

 

 

$

2,208,793

 

 

$

3,087,236

 

 

$

2,034,816

 

Securities

 

 

496,896

 

 

 

533,435

 

 

 

504,388

 

 

 

533,629

 

Total interest-earnings assets

 

 

3,822,758

 

 

 

2,798,763

 

 

 

3,670,329

 

 

 

2,622,715

 

Deposits: interest-bearing

 

 

2,054,400

 

 

 

1,325,994

 

 

 

1,985,792

 

 

 

1,293,519

 

Deposits: noninterest-bearing

 

 

809,129

 

 

 

598,150

 

 

 

755,171

 

 

 

518,090

 

Borrowings

 

 

679,055

 

 

 

631,297

 

 

 

656,862

 

 

 

568,249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Yield / Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

 

3.70

%

 

 

3.80

%

 

 

3.66

%

 

 

3.85

%

Securities

 

 

2.52

%

 

 

2.32

%

 

 

2.44

%

 

 

2.33

%

Total interest-earnings assets

 

 

3.52

%

 

 

3.51

%

 

 

3.49

%

 

 

3.53

%

Deposits (interest-bearing only)

 

 

0.78

%

 

 

0.60

%

 

 

0.73

%

 

 

0.59

%

Deposits (noninterest and interest-bearing)

 

 

0.56

%

 

 

0.41

%

 

 

0.53

%

 

 

0.42

%

Borrowings

 

 

1.03

%

 

 

0.43

%

 

 

0.88

%

 

 

0.43

%

Total interest-bearing liabilities

 

 

0.84

%

 

 

0.54

%

 

 

0.77

%

 

 

0.54

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Rate Spread

 

 

2.68

%

 

 

2.97

%

 

 

2.72

%

 

 

2.99

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Yield on Interest-earning Assets

 

 

2.92

%

 

 

3.13

%

 

 

2.94

%

 

 

3.15

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Quarter Ended

 

 

June 30,

2016

 

September 30,

2016

 

December 31,

2016

 

March 31,

2017

 

June 30,

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

2,208,793

 

 

$

2,357,956

 

 

$

2,620,615

 

 

$

2,932,011

 

 

$

3,240,755

 

Securities

 

 

533,435

 

 

 

508,193

 

 

 

526,644

 

 

 

511,962

 

 

 

496,896

 

Total interest-earnings assets

 

 

2,798,763

 

 

 

2,943,880

 

 

 

3,219,269

 

 

 

3,516,207

 

 

 

3,822,758

 

Deposits: interest-bearing

 

 

1,325,994

 

 

 

1,520,979

 

 

 

1,666,499

 

 

 

1,916,422

 

 

 

2,054,400

 

Deposits: noninterest-bearing

 

 

598,150

 

 

 

806,861

 

 

 

757,897

 

 

 

700,613

 

 

 

809,129

 

Borrowings

 

 

631,297

 

 

 

362,576

 

 

 

530,357

 

 

 

634,422

 

 

 

679,055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Yield / Rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

 

3.80

%

 

 

3.77

%

 

 

3.62

%

 

 

3.62

%

 

 

3.70

%

Securities

 

 

2.32

%

 

 

2.52

%

 

 

2.55

%

 

 

2.37

%

 

 

2.52

%

Total interest-earnings assets

 

 

3.51

%

 

 

3.53

%

 

 

3.52

%

 

 

3.46

%

 

 

3.52

%

Deposits (interest-bearing only)

 

 

0.60

%

 

 

0.63

%

 

 

0.65

%

 

 

0.68

%

 

 

0.78

%

Deposits (noninterest and interest-bearing)

 

 

0.41

%

 

 

0.41

%

 

 

0.45

%

 

 

0.49

%

 

 

0.56

%

Borrowings

 

 

0.43

%

 

 

0.46

%

 

 

0.48

%

 

 

0.71

%

 

 

1.03

%

Total interest-bearing liabilities

 

 

0.54

%

 

 

0.60

%

 

 

0.61

%

 

 

0.68

%

 

 

0.84

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Rate Spread

 

 

2.97

%

 

 

2.93

%

 

 

2.91

%

 

 

2.78

%

 

 

2.68

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Yield on Interest-earning Assets

 

 

3.13

%

 

 

3.15

%

 

 

3.11

%

 

 

2.96

%

 

 

2.92

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

11

 


 

Discussion of Changes in Results of Operations and Financial Position

Quarter Ended June 30, 2017 as Compared to Quarter Ended June 30, 2016

Our net income and income before taxes in the second quarter of 2017 were $9.6 million and $14.3 million, respectively, as compared to $3.9 million and $5.7 million, respectively, in the second quarter of 2016. The increase in income before taxes was the result of a $9.1 million increase in income before taxes for Banking, which was partially offset by a $0.5 million increase in corporate expenses. The increase in Banking was due to higher net interest income and higher noninterest income which was partially offset by higher noninterest expenses. Income before taxes for Wealth Management for the second quarter of 2017 was $0.7 million as compared to $0.6 million in the second quarter of 2016 as increases in noninterest income were offset by increases in noninterest expenses. Corporate interest expenses are related to the holding company line of credit which did not exist in 2016. Corporate noninterest expenses increased by $0.3 million due to higher charitable contributions and other increases in costs, including legal and marketing.

The effective tax rate for the second quarter of 2017 was 32.7% as compared to 31.8% for the second quarter of 2016, and as compared to a statutory rate of approximately 41.5% as the Company benefited from reductions in taxes on income related to excess tax benefits resulting from the exercise of stock awards in both periods.

Net interest income for Banking increased 28% from $21.9 million in the second quarter of 2016, to $28.1 million in the second quarter of 2017 due to a 37% increase in interest-earning assets, which was partially offset by a decrease in our net interest rate spread. The decrease in the net interest rate spread from 2.97% in the second quarter of 2016 to 2.68% in the second quarter of 2017 was due to an increase in the cost of interest-bearing liabilities from 0.54% in the second quarter of 2016 to 0.84% in the second quarter of 2017. The yield on interest-earning assets remained relatively flat as a decrease in the yield on loans, due to prepayments of higher yielding loans, was offset by an increase in our yield on securities. The increase in the cost of interest-bearing liabilities was due to increased costs of interest-bearing deposits, resulting from increases in deposit market rates and the use of promotional rates to attract deposits, and increased costs of borrowings as the average rate on FHLB advances increased from 0.43% in the second quarter of 2016 to 0.94% in the second quarter of 2017. In addition, the Company borrowed on its holding company line of credit during the second quarter of 2017.  

The provision for loan losses in the second quarter of 2017 was $1.1 million as compared to $1.3 million in the second quarter of 2016.

Noninterest income in Banking was a $0.2 million loss in the second quarter of 2016 as compared to $4.2 million in the second quarter of 2017. During the second quarter of 2017, we realized $2.1 million in gains on the sale of $153 million of multifamily loans, while in the second quarter of 2016, we recognized a $2.4 million loss relating to hedging activities. Noninterest income for Wealth Management increased by $0.5 million to $5.7 million in the second quarter of 2017 when compared to the corresponding period in 2016 due to higher levels of AUM.

Noninterest expense in Banking increased from $14.3 million in the second quarter of 2016 to $15.8 million in the second quarter of 2017 due to increases in staffing and costs associated with the Bank’s expansion, the growth of its balances of loans and deposits, which was partially offset by lower legal costs. Compensation and benefits for Banking increased $1.5 million or 18% during the second quarter of 2017 as compared to the second quarter of 2016 as the number of full time equivalent employees (“FTE”) in Banking increased to 305.8 from 261.0 as a result of the increased staffing related to the December 2016 acquisition of two branches and additional personnel added to support the growth in loans and deposits. A $1.0 million increase in occupancy and depreciation for Banking in the second quarter of 2017 as compared to the second quarter of 2016 was due to costs associated with our expansion into additional corporate space and the acquisition and opening of new offices during 2016 and increases

12

 


 

in our data processing costs due to increased volumes and the implementation of enhancements. Litigation related costs for Banking were $2.2 million lower in the second quarter of 2017 as compared to the second quarter of 2016 due to the reimbursement from our insurance providers of $1.8 million of previously incurred legal costs and costs incurred for a trial  in the second quarter of 2016. The $1.5 million increase other expenses in Banking in the second quarter of 2017 as compared to the second quarter of 2016 was due to a $1.0 million increase in customer service costs related to the increases in noninterest demand deposits and costs related to our growth, including deposit insurance. The increase in noninterest expense for Wealth Management was due to a $0.5 million increase in compensations and benefits related to a 7% increase in FTE and cost of living increases.

Six Months Ended June 30, 2017 as Compared to Six Months Ended June 30, 2016

Our net income and income before taxes in the first six months of 2017 were $15.7 million and $23.4 million, respectively, as compared to $7.7 million and $12.3 million, respectively, in the first six months of 2016. The increase in income before taxes was the result of an $11.9 million increase in income before taxes for Banking and a $0.2 million increase in income before taxes for Wealth Management, which were partially offset by a $0.9 million increase in corporate expenses. The increase in Banking was due to higher net interest income, a lower provision for loan losses and higher noninterest income, which was partially offset by higher noninterest expenses. The increase in Wealth Management was due to higher noninterest income which was partially offset by higher noninterest expense. Corporate interest expenses are related to the holding company line of credit which did not exist in 2016. Corporate noninterest expenses increased by $0.7 million due to costs related to strategic activities, including the Company’s at the market stock offering, higher charitable contributions and other increases in costs, including legal and marketing.

The effective tax rate for the first six months of 2017 was 32.6% as compared to 37.0% for the first six months of 2016, as the benefit from reductions in taxes on income related to excess tax benefits resulting from the exercise of stock awards was significantly higher during the first six months of 2017 as compared to the first six months of 2016.

Net interest income for Banking increased 31% from $41.3 million in the first six months of 2016, to $54.2 million in the first six months of 2017 due to a 40% increase in interest-earning assets, which was partially offset by a decrease in our net interest rate spread. The decrease in the net interest rate spread from 2.99% in the first six months of 2016 to 2.72% in the first six months of 2017 was due to a decrease in the yield on interest-earning assets and an increase in the cost of interest-bearing liabilities. The yield on interest-earning assets decreased from 3.53% to 3.49% due to a decrease in the yield on loans due to prepayments of higher yielding loans and the addition of loans at market rates in the latter half of 2016 which were lower than the then-current yield on our loan portfolio. The cost of interest-bearing liabilities increased from 0.54% to 0.77% due to increased costs of interest-bearing deposits, resulting from increases in deposit market rates and the use of promotional rates to attract deposits, and increased costs of borrowings as the average rate on FHLB advances increased from 0.43% in the first six months of 2016 to 0.82% in the first six months of 2017. In addition, the Company borrowed on its holding company line of credit during the first six months of 2017.  

The provision for loan losses in the first six months of 2017 was $1.2 million as compared to $1.7 million in the first six months of 2016. During the first six months of 2017, the Company realized $0.2 million of recoveries and experienced improving credit trends in its criticized loans.

Noninterest income in Banking increased from $1.6 million in the first six months of 2016 to $6.7 million in the first six months of 2017. During the first six months of 2017, we realized $2.4 million in gains on the sale of $174 million of multifamily loans, while in the first six months of 2016, we recognized a $2.4 million loss relating to hedging activities. Noninterest income for Wealth Management increased by $0.6 million to $11.2 million in the first six months of 2017 when compared to the corresponding period in 2016 due to higher levels of AUM.

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Noninterest expense in Banking increased from $27.6 million in the first six months of 2016 to $34.2 million in the first six months of 2017 due to increases in staffing and costs associated with the Bank’s expansion, the growth of its balances of loans and deposits, which was partially offset by lower legal costs. Compensation and benefits for Banking increased $3.4 million or 21% during the first six months of 2017 as compared to the first six months of 2016 as the number of FTE in Banking increased to 297.9 from 251.2 as a result of the increased staffing related to the December 2016 acquisition of two branches and additional personnel added to support the growth in loans and deposits. A $1.6 million increase in occupancy and depreciation for Banking in the first six months of 2017 as compared to the first six months of 2016 was due to costs associated with our expansion into additional corporate space and the acquisition and opening of new offices during 2016 and increases in our data processing costs due to increased volumes and the implementation of enhancements. Litigation related costs for Banking were $0.8 million lower in the first six months of 2017 as compared to the first six months of 2016 due to the reimbursement from our insurance providers of $1.8 million of previously incurred legal costs which was offset by costs related to the resolution of an outstanding litigation matter in the first quarter of 2017. A $2.5 million increase in other expenses in Banking in the first six months of 2017 as compared to the first six months of 2016 was due to a $1.6 million increase in customer service costs related to the increases in noninterest demand deposits and costs related to our growth, including deposit insurance.

Quarter Ended June 30, 2017 as Compared to Quarter Ended March 31, 2017

Our net income and income before taxes in the second quarter of 2017 were $9.6 million and $14.3 million, respectively, as compared to $6.1 million and $9.1 million, respectively, in the first quarter of 2017. The increase in income before taxes was the result of a $5.1 million increase in income before taxes for Banking, a $0.4 million increase in income before taxes for Wealth Management and a $0.3 million increase in corporate expenses. The increase in Banking was due to higher net interest income, higher noninterest income and lower noninterest expenses which were partially offset by a higher provision for loan losses. The increase in Wealth Management was due to higher noninterest income. Corporate interest expenses are related to the holding company line of credit and were $0.2 million in the second quarter of 2017 due to increased levels of borrowing.

The effective tax rate for the second quarter of 2017 was 32.7% as compared to 32.5% for the first quarter of 2017, and as compared to a statutory rate of approximately 41.5% as the Company benefited from reductions in taxes on income related to excess tax benefits resulting from the exercise of stock awards in both periods.

Net interest income for Banking increased 8% from $26.1 million in the first quarter of 2017 to $28.1 million in the second quarter of 2017 due to a 9% increase in interest-earning assets. The net yield on interest earning assets decreased from 2.96% in the first quarter of 2017 to 2.92% in the second quarter of 2017 as the increase in yield on interest earning assets, from 3.46% to 3.52%, was offset by an increase in the cost of interest-bearing liabilities, from 0.68% to 0.84%. The yield on interest earning assets increased due to an increase in the yield on loans from 3.62% to 3.70% as the yield on originations is higher than the current yield on the existing loan portfolio. The increase in the cost of interest-bearing liabilities was due to increased costs of interest-bearing deposits, resulting from increases in deposit market rates and the use of promotional rates to attract deposits, and increased costs of borrowings as the average rate on FHLB advances increased from 0.70% in the first quarter of 2017 to 0.94% in the second quarter of 2017.

The provision for loan losses in the second quarter of 2017 was $1.1 million as compared to $0.1 million in the first quarter of 2017. During the first quarter of 2017, we realized a $0.2 million recovery on a prior charge-off.

Noninterest income for Banking increased from $2.5 million in the first quarter of 2017 to $4.2 million in the second quarter of 2017. During the second quarter of 2017, we realized $2.1 million in gains on the sale of $153

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million of multifamily loans as compared to $0.3 million in gains on the sale of $21 million of multifamily loans in the first quarter of 2017.

Noninterest expense in Banking decreased from $18.3 million in the first quarter of 2017 to $15.8 million in the second quarter of 2017 due to lower compensation and litigation related costs and higher occupancy and deprecation costs and higher other expenses. The lower compensation costs were due to lower employer taxes and employer contributions to retirement plans, which were offset by an increase in FTE from 290.0 in the first quarter of 2017 to 305.8 in the second quarter of 2017. A $0.4 million increase in occupancy and depreciation for Banking was due primarily to increases in our data processing costs due to increased volumes and the implementation of enhancements. Litigation related costs for Banking were $3.1 million lower in the second quarter of 2017 as compared to the first quarter of 2017 due to the reimbursement from our insurance providers of $1.8 million of previously incurred legal costs, and costs related to the resolution of an outstanding litigation matter in the first quarter of 2017. A $0.7 million increase in other expenses in Banking in the second quarter of 2017 as compared to the first quarter of 2017 was due to a $0.6 million increase in customer service costs related to the increases in noninterest demand deposits. Noninterest expense in Wealth Management decreased by $0.1 million due to decreases in employer taxes and employer contributions to retirement plans.

Changes in Financial Position

During the first six months of 2017, total assets decreased by $72 million as the elimination of additional borrowings that occurred as of December 31, 2016 was offset by the growth of our loans. Cash and cash equivalents decreased by $469 million due to the payoff of the additional borrowing. Loans and loans held for sale increased by $435 million as a result of $816 million of originations and $8 million of purchases which were partially offset by the sale of $174 million of multifamily loans and payoffs or scheduled payments of $215 million. Deposits increased by $681 million during the first six months as our specialty deposits and branch deposits increased by $358 million and $146 million, respectively. Borrowings decreased by $789 million due to the payoff of the additional borrowing and payoffs related to the funds raised from deposits. During the first six months of 2017, the Company sold 654,578 shares of its common stock through its ATM offering at an average price of $16.37 per share, generating net proceeds of $10.5 million, and borrowed $25 million on its holding company line of credit. The Company contributed $35 million to the Bank during the first six months of 2017.

Our credit quality remains strong as our ratio of non-performing assets to total assets declined to 0.14% at June 30, 2017. We realized net recoveries of $0.2 million during the first six months of 2017 and the ratio of the allowance for loan and lease losses to loans, excluding loans acquired in acquisitions, was 0.54% at June 30, 2017.

  

 

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