EX-99.1 2 ffwm-ex991_6.htm EX-99.1 - EARNINGS RELEASE 2018 Q2 RESULTS ffwm-ex991_6.htm

Exhibit 99.1

First Foundation Announces 2018 Second Quarter Financial Results

 

Earnings per share of $0.12 for the second quarter

 

Net interest income growth of 31% year to date

 

Revenue growth of 21% year to date

 

Record loan originations of $551 million for the quarter

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, 2018. As we present certain non-GAAP measures in this release, the reader should refer to the non-GAAP reconciliations set forth below under the section “Use of Non-GAAP Financial Measures.”

Earnings for the second quarter of 2018 were impacted by $3.8 million of acquisition costs related to the closing of the acquisition of PBB Bancorp (“PBB”), $1.5 million of balance sheet restructuring costs and $3.5 million of loan chargeoffs.

“We have been able to maintain strong growth in both our loan production and revenues while we continue to work through a challenging interest rate environment,” said Scott F. Kavanaugh, CEO. “We used this quarter as an opportunity to start a process to restructure our balance sheet to better position us for 2019 and beyond.”

Highlights

Financial Results:

2018 second quarter compared to 2017 second quarter:

 

o

Net interest income was $36.2 million, an increase of 30%

 

o

Total revenues were $43.2 million, an increase of 15%

 

o

Income before taxes was $6.8 million as compared to $14.3 million

 

o

Earnings were $5.1 million as compared to $9.6 million

 

o

Earnings per fully diluted share were $0.12 as compared to $0.28

2018 year to date compared to 2017 year to date:

 

o

Net interest income was $70.5 million, an increase of 31%

 

o

Total revenues were $86.5 million, an increase of 21%

 

o

Income before taxes was $19.4 million as compared to $23.4 million

 

o

Earnings were $14.1 million as compared to $15.7 million

 

o

Earnings per fully diluted share were $0.35 as compared to $0.46

2018 Financial ratios:

 

o

Return on average tangible equity of 7.5% for the first six months

 

o

Return on average assets of 0.57% for the first six months

 

o

Efficiency ratio of 68.4% for the first six months

 

o

Total tangible shareholders’ equity of $418 million, tangible book value of $9.41 per share, and tangible common equity to tangible assets of 7.12%, in each case, as of June 30, 2018

Other Activity:

Loan originations totaled $551 million for the second quarter and $971 million for the first six months of 2018.

1

 


Exhibit 99.1

Deposits increased by $1.2 billion during the first six months of 2018, including $478 million of deposits added from the PBB acquisition.

Assets under management (“AUM”) at FFA decreased by $86 million during the first six months as new accounts were offset by fund withdrawals and account terminations.

“We had a record quarter of loan production and our balance sheet restructuring will allow us to maintain a high level of loan originations as it reduces our loan concentrations,” said David DePillo, President of First Foundation Bank. “The $3.5 million in chargeoffs relate to a legacy commercial relationship and a relationship from one of our acquisitions. As a result, we do not believe there are any significant credit issues in our portfolio.”

Details

Total loans, including loans held for sale, increased $1.1 billion in the first six months of 2018 as a result of $971 million of originations and $522 million of loans added from the PBB acquisition, which were partially offset by the sale of $52 million of multifamily loans and payoffs or scheduled payments of $323 million.

The $711 million growth in deposits during the first six months of 2018 (excluding the deposits acquired in the PBB acquisition) included specialty deposits growth of $218 million, branch deposits growth of $48 million and wholesale deposits growth of $445 million.

The $86 million decrease in AUM during the first six months of 2018 was the net result of $135 million of new accounts and terminations and net withdrawals of $220 million.

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.firstfoundationinc.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," "outlook," 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 that the balance sheet restructuring may not be completed as planned on a timely basis or at all; 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

2

 


Exhibit 99.1

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; risks associated with changes in income tax laws and regulations; 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 financial performance are subject is contained in Item 1A, entitled “Risk Factors” in our 2017 Annual Report on Form 10-K for the fiscal year ended December 31, 2017 that we filed with the SEC on March 16, 2018, 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 2017 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,

2018

 

December 31, 2017

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

370,390

 

 

$

120,394

 

Securities available-for-sale (“AFS”)

 

 

492,877

 

 

 

519,364

 

Loans held for sale

 

 

644,605

 

 

 

154,380

 

 

 

 

 

 

 

 

 

 

Loans, net of deferred fees

 

 

4,287,390

 

 

 

3,663,727

 

Allowance for loan and lease losses (“ALLL”)

 

 

(19,000

)

 

 

(18,400

)

Net loans

 

 

4,268,390

 

 

 

3,645,327

 

 

 

 

 

 

 

 

 

 

Investment in FHLB stock

 

 

22,707

 

 

 

19,060

 

Deferred taxes

 

 

18,290

 

 

 

12,143

 

Premises and equipment, net

 

 

9,010

 

 

 

6,581

 

Real estate owned (“REO”)

 

 

2,979

 

 

 

2,920

 

Goodwill and intangibles

 

 

100,370

 

 

 

33,576

 

Other assets

 

 

36,383

 

 

 

27,440

 

Total Assets

 

$

5,966,001

 

 

$

4,541,185

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Deposits

 

$

4,632,950

 

 

$

3,443,527

 

Borrowings

 

 

791,000

 

 

 

678,000

 

Accounts payable and other liabilities

 

 

24,082

 

 

 

24,707

 

Total Liabilities

 

 

5,448,032

 

 

 

4,146,234

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

Common Stock, par value $.001: 70,000,000 shares authorized; 44,397,035 and 38,207,766 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively

 

 

44

 

 

 

38

 

Additional paid-in-capital

 

 

430,479

 

 

 

314,501

 

Retained earnings

 

 

99,625

 

 

 

85,503

 

Accumulated other comprehensive income (loss), net of tax

 

 

(12,179

)

 

 

(5,091

)

Total Shareholders’ Equity

 

 

517,969

 

 

 

394,951

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

5,966,001

 

 

$

4,541,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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,

 

 

2018

 

2017

 

2018

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

43,535

 

 

$

29,982

 

 

$

82,506

 

 

$

56,473

 

Securities

 

 

3,575

 

 

 

3,126

 

 

 

6,997

 

 

 

6,157

 

FHLB Stock, fed funds sold and deposits

 

 

1,388

 

 

 

544

 

 

 

2,314

 

 

 

1,382

 

Total interest income

 

 

48,498

 

 

 

33,652

 

 

 

91,817

 

 

 

64,012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

8,084

 

 

 

4,012

 

 

 

13,956

 

 

 

7,204

 

Borrowings

 

 

4,163

 

 

 

1,745

 

 

 

7,342

 

 

 

2,855

 

Total interest expense

 

 

12,247

 

 

 

5,757

 

 

 

21,298

 

 

 

10,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

36,251

 

 

 

27,895

 

 

 

70,519

 

 

 

53,953

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

2,450

 

 

 

1,092

 

 

 

4,138

 

 

 

1,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

 

33,801

 

 

 

26,803

 

 

 

66,381

 

 

 

52,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management, consulting and other fees

 

 

7,088

 

 

 

6,557

 

 

 

14,269

 

 

 

12,772

 

Gain on sale of loans

 

 

 

 

 

2,050

 

 

 

545

 

 

 

2,350

 

Loss on capital markets activities

 

 

(1,490

)

 

 

 

 

 

(1,490

)

 

 

 

Other income

 

 

1,386

 

 

 

1,090

 

 

 

2,642

 

 

 

2,358

 

Total noninterest income

 

 

6,984

 

 

 

9,697

 

 

 

15,966

 

 

 

17,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

16,645

 

 

 

13,983

 

 

 

33,814

 

 

 

28,738

 

Occupancy and depreciation

 

 

4,763

 

 

 

3,879

 

 

 

8,934

 

 

 

7,293

 

Professional services and marketing costs

 

 

1,820

 

 

 

207

 

 

 

4,309

 

 

 

3,636

 

Customer service costs

 

 

3,824

 

 

 

1,319

 

 

 

6,595

 

 

 

2,012

 

Other expenses

 

 

6,930

 

 

 

2,825

 

 

 

9,318

 

 

 

5,243

 

Total noninterest expense

 

 

33,982

 

 

 

22,213

 

 

 

62,970

 

 

 

46,922

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before taxes on income

 

 

6,803

 

 

 

14,287

 

 

 

19,377

 

 

 

23,350

 

Taxes on income

 

 

1,657

 

 

 

4,671

 

 

 

5,255

 

 

 

7,621

 

Net income

 

$

5,146

 

 

$

9,616

 

 

$

14,122

 

 

$

15,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

 

$

0.29

 

 

$

0.36

 

 

$

0.47

 

Diluted

 

$

0.12

 

 

$

0.28

 

 

$

0.35

 

 

$

0.46

 

Shares used in computation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

40,820,006

 

 

 

33,623,671

 

 

 

39,704,834

 

 

 

33,216,602

 

Diluted

 

 

41,332,192

 

 

 

34,564,319

 

 

 

40,234,560

 

 

 

34,264,436

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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,

 

 

2018

 

2017

 

2018

 

2017

Selected Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

36,251

 

 

$

27,895

 

 

$

70,519

 

 

$

53,953

 

Provision for loan losses

 

 

2,450

 

 

 

1,092

 

 

 

4,138

 

 

 

1,161

 

Noninterest Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management, consulting and other fees

 

 

7,088

 

 

 

6,557

 

 

 

14,269

 

 

 

12,772

 

Gain on sale of loans

 

 

 

 

 

2,050

 

 

 

545

 

 

 

2,350

 

Loss on capital markets activities

 

 

(1,490

)

 

 

 

 

 

(1,490

)

 

 

 

Other

 

 

1,386

 

 

 

1,090

 

 

 

2,642

 

 

 

2,358

 

Noninterest expense

 

 

33,982

 

 

 

22,213

 

 

 

62,970

 

 

 

46,922

 

Income before taxes

 

 

6,803

 

 

 

14,287

 

 

 

19,377

 

 

 

23,350

 

Net income

 

 

5,146

 

 

 

9,616

 

 

 

14,122

 

 

 

15,729

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

 

$

0.29

 

 

$

0.36

 

 

$

0.47

 

Diluted

 

 

0.12

 

 

 

0.28

 

 

 

0.35

 

 

 

0.46

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Performance Ratios:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets - annualized

 

 

0.39

%

 

 

1.00

%

 

 

0.57

%

 

 

0.85

%

Return on average equity - annualized

 

 

4.7

%

 

 

12.6

%

 

 

6.7

%

 

 

10.6

%

Return on average tangible equity – annualized(1)

 

 

5.3

%

 

 

12.7

%

 

 

7.5

%

 

 

10.7

%

Net yield on interest-earning assets

 

 

2.83

%

 

 

2.92

%

 

 

2.89

%

 

 

2.94

%

Efficiency ratio (1)

 

 

69.8

%

 

 

59.1

%

 

 

68.4

%

 

 

65.7

%

Noninterest income as a % of total revenues

 

 

16.2

%

 

 

25.8

%

 

 

18.5

%

 

 

24.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan originations

 

$

550,626

 

 

$

433,790

 

 

$

971,036

 

 

$

815,703

 

Charge-offs (recoveries) / average loans - annualized

 

 

0.32

%

 

 

%

 

 

0.34

%

 

 

(0.03)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Tangible equity is a non-GAAP financial measure. See disclosures regarding “Use of Non-GAAP Financial Measures” included as a separate section in this press release.

 

(2)

Efficiency Ratio is a non-GAAP financial measure: See disclosures regarding “Use of Non-GAAP Financial Measures” included as a separate section in this press release

 


6

 


 

FIRST FOUNDATION INC.

SELECTED FINANCIAL INFORMATION - Unaudited

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

 

 

 

 

June 30,

2018

 

December 31, 2017

 

Selected Balance Sheet Data:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

370,390

 

 

$

120,394

 

 

Loans held for sale

 

 

644,605

 

 

 

154,380

 

 

Loans, net of deferred fees

 

 

4,287,390

 

 

 

3,663,727

 

 

ALLL

 

 

19,000

 

 

 

18,400

 

 

Total assets

 

 

5,966,001

 

 

 

4,541,185

 

 

Noninterest-bearing deposits

 

 

1,478,189

 

 

 

1,097,196

 

 

Interest-bearing deposits

 

 

3,154,761

 

 

 

2,346,331

 

 

Borrowings

 

 

791,000

 

 

 

678,000

 

 

Shareholders’ equity

 

 

517,969

 

 

 

394,951

 

 

 

 

 

 

 

 

 

 

 

 

Selected Capital Data:

 

 

 

 

 

 

 

 

 

Tangible common equity to tangible assets(3)

 

 

7.12

%

 

 

8.02

%

 

Tangible book value per share(3)

 

$

9.41

 

 

$

9.46

 

 

Shares outstanding at end of period

 

 

44,397,035

 

 

 

38,207,766

 

 

 

 

 

 

 

 

 

 

 

 

Other Information:

 

 

 

 

 

 

 

 

 

Assets under management (end of period)

 

$

4,210,268

 

 

$

4,296,077

 

 

Number of employees

 

 

461

 

 

 

394

 

 

Loan to deposit ratio

 

 

106.5

%

 

 

110.9

%

 

Nonperforming assets to total assets

 

 

0.20

%

 

 

0.31

%

 

Ratio of ALLL to loans(4)

 

 

0.53

%

 

 

0.54

%

 

 

 

 

 

 

 

 

 

 

 

 

(3)

Tangible common equity and tangible book value are non-GAAP financial measures. See disclosures regarding “Use of Non-GAAP Financial Measures” included as a separate section in this press release.

(4)

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,

 

 

2018

 

2017

 

2018

 

2017

Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

48,498

 

 

$

33,652

 

 

$

91,817

 

 

$

64,012

 

Interest expense

 

 

11,743

 

 

 

5,575

 

 

 

20,263

 

 

 

9,852

 

Net interest income

 

 

36,755

 

 

 

28,077

 

 

 

71,554

 

 

 

54,160

 

Provision for loan losses

 

 

2,450

 

 

 

1,092

 

 

 

4,138

 

 

 

1,161

 

Noninterest income

 

 

950

 

 

 

4,165

 

 

 

3,507

 

 

 

6,681

 

Noninterest expense

 

 

27,555

 

 

 

15,842

 

 

 

49,366

 

 

 

34,173

 

Income before taxes on income

 

$

7,700

 

 

$

15,308

 

 

$

21,557

 

 

$

25,507

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wealth Management:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income

 

$

6,246

 

 

$

5,745

 

 

$

12,660

 

 

$

11,202

 

Noninterest expense

 

 

5,327

 

 

 

5,042

 

 

 

11,144

 

 

 

10,232

 

Income before taxes on income

 

$

919

 

 

$

703

 

 

$

1,516

 

 

$

970

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other and Eliminations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

 

 

$

 

 

$

 

 

$

 

Interest expense

 

 

504

 

 

 

182

 

 

 

1,035

 

 

 

207

 

Net interest income

 

 

(504

)

 

 

(182

)

 

 

(1,035

)

 

 

(207

)

Noninterest income

 

 

(212

)

 

 

(213

)

 

 

(201

)

 

 

(403

)

Noninterest expense

 

 

1,100

 

 

 

1,329

 

 

 

2,460

 

 

 

2,517

 

Income before taxes on income

 

$

(1,816

)

 

$

(1,724

)

 

$

(3,696

)

 

$

(3,127

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


8

 


 

FIRST FOUNDATION INC.

ROLLING INCOME STATEMENTS - Unaudited

(in thousands, except share and per share amounts)

 

 

 

For the Quarter Ended

 

 

June 30,

2017

 

September 30,

2017

 

December 31,

2017

 

March 31,

2018

 

June 30,

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

29,982

 

 

$

31,236

 

 

$

33,998

 

 

$

38,971

 

 

$

43,535

 

Securities

 

 

3,126

 

 

 

3,023

 

 

 

3,227

 

 

 

3,422

 

 

 

3,575

 

FHLB Stock, fed funds sold and deposits

 

 

544

 

 

 

619

 

 

 

686

 

 

 

926

 

 

 

1,388

 

Total interest income

 

 

33,652

 

 

 

34,878

 

 

 

37,911

 

 

 

43,319

 

 

 

48,498

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

4,012

 

 

 

4,899

 

 

 

5,340

 

 

 

5,872

 

 

 

8,084

 

Borrowings

 

 

1,745

 

 

 

1,539

 

 

 

1,346

 

 

 

3,179

 

 

 

4,163

 

Total interest expense

 

 

5,757

 

 

 

6,438

 

 

 

6,686

 

 

 

9,051

 

 

 

12,247

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

27,895

 

 

 

28,440

 

 

 

31,225

 

 

 

34,268

 

 

 

36,251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

1,092

 

 

 

701

 

 

 

900

 

 

 

1,688

 

 

 

2,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

 

26,803

 

 

 

27,739

 

 

 

30,325

 

 

 

32,580

 

 

 

33,801

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset management, consulting and other fees

 

 

6,557

 

 

 

6,900

 

 

 

7,038

 

 

 

7,181

 

 

 

7,088

 

Gain on sale of loans

 

 

2,050

 

 

 

1,962

 

 

 

2,717

 

 

 

545

 

 

 

 

Loss on capital market activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,490

)

Other income

 

 

1,090

 

 

 

1,001

 

 

 

1,621

 

 

 

1,256

 

 

 

1,386

 

Total noninterest income

 

 

9,697

 

 

 

9,863

 

 

 

11,376

 

 

 

8,982

 

 

 

6,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

13,983

 

 

 

14,117

 

 

 

13,703

 

 

 

17,169

 

 

 

16,645

 

Occupancy and depreciation

 

 

3,879

 

 

 

3,801

 

 

 

4,302

 

 

 

4,171

 

 

 

4,763

 

Professional services and marketing costs

 

 

207

 

 

 

1,479

 

 

 

2,572

 

 

 

2,489

 

 

 

1,820

 

Customer service costs

 

 

1,319

 

 

 

2,229

 

 

 

2,800

 

 

 

2,771

 

 

 

3,824

 

Other expenses

 

 

2,825

 

 

 

1,767

 

 

 

5,284

 

 

 

2,388

 

 

 

6,930

 

Total noninterest expense

 

 

22,213

 

 

 

23,393

 

 

 

28,661

 

 

 

28,988

 

 

 

33,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before taxes on income

 

 

14,287

 

 

 

14,209

 

 

 

13,040

 

 

 

12,574

 

 

 

6,803

 

Taxes on income

 

 

4,671

 

 

 

4,629

 

 

 

10,767

 

 

 

3,598

 

 

 

1,657

 

Net income

 

$

9,616

 

 

$

9,580

 

 

$

2,273

 

 

$

8,976

 

 

$

5,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.29

 

 

$

0.28

 

 

$

0.06

 

 

$

0.23

 

 

$

0.13

 

Diluted

 

$

0.28

 

 

$

0.27

 

 

$

0.06

 

 

$

0.23

 

 

$

0.12

 

Shares used in computation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

33,623,671

 

 

 

34,565,949

 

 

 

36,890,085

 

 

 

38,577,271

 

 

 

40,820,006

 

Diluted

 

 

34,564,319

 

 

 

35,259,632

 

 

 

37,500,952

 

 

 

39,124,732

 

 

 

41,332,192

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


9

 


 

FIRST FOUNDATION INC.

ROLLING SEGMENT REPORTING - Unaudited

(in thousands)

 

 

 

For the Quarter Ended

 

 

June 30,

2017

 

September 30,

2017

 

December 31,

2017

 

March 31,

2018

 

June 30,

2018

Banking:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

33,652

 

 

$

34,877

 

 

$

37,912

 

 

$

43,319

 

 

$

48,498

 

Interest expense

 

 

5,575

 

 

 

6,210

 

 

 

6,468

 

 

 

8,520

 

 

 

11,743

 

Net interest income

 

 

28,077

 

 

 

28,667

 

 

 

31,444

 

 

 

34,799

 

 

 

36,755

 

Provision for loan losses

 

 

1,092

 

 

 

701

 

 

 

900

 

 

 

1,688

 

 

 

2,450

 

Noninterest income

 

 

4,165

 

 

 

3,955

 

 

 

5,380

 

 

 

2,557

 

 

 

950

 

Noninterest expense

 

 

15,842

 

 

 

17,333

 

 

 

22,484

 

 

 

21,811

 

 

 

27,555

 

Income before taxes on income

 

$

15,308

 

 

$

14,588

 

 

$

13,440

 

 

$

13,857

 

 

$

7,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wealth Management:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income

 

$

5,745

 

 

$

6,133

 

 

$

6,221

 

 

$

6,414

 

 

$

6,246

 

Noninterest expense

 

 

5,042

 

 

 

5,096

 

 

 

5,141

 

 

 

5,817

 

 

 

5,327

 

Income before taxes on income

 

$

703

 

 

$

1,037

 

 

$

1,080

 

 

$

597

 

 

$

919

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other and Eliminations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

-

 

 

$

-

 

 

$

-

 

 

$

 

 

$

 

Interest expense

 

 

182

 

 

 

228

 

 

 

218

 

 

 

531

 

 

 

504

 

Net interest income

 

 

(182

)

 

 

(228

)

 

 

(218

)

 

 

(531

)

 

 

(504

)

Noninterest income

 

 

(213

)

 

 

(224

)

 

 

(226

)

 

 

11

 

 

 

(212

)

Noninterest expense

 

 

1,329

 

 

 

964

 

 

 

1,036

 

 

 

1,360

 

 

 

1,100

 

Loss before taxes on income

 

$

(1,724

)

 

$

(1,416

)

 

$

(1,480

)

 

$

(1,880

)

 

$

(1,816

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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,

 

 

2018

 

2017

 

2018

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

4,372,853

 

 

$

3,240,755

 

 

$

4,158,816

 

 

$

3,087,236

 

Securities

 

 

522,263

 

 

 

496,896

 

 

 

520,769

 

 

 

504,388

 

Total interest-earnings assets

 

 

5,130,667

 

 

 

3,822,758

 

 

 

4,876,787

 

 

 

3,670,329

 

Deposits: interest-bearing

 

 

2,637,945

 

 

 

2,054,400

 

 

 

2,480,871

 

 

 

1,985,792

 

Deposits: noninterest-bearing

 

 

1,318,684

 

 

 

809,129

 

 

 

1,269,831

 

 

 

755,171

 

Borrowings

 

 

811,301

 

 

 

679,055

 

 

 

773,373

 

 

 

656,862

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Yield / Rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

 

3.98

%

 

 

3.70

%

 

 

3.97

%

 

 

3.66

%

Securities

 

 

2.74

%

 

 

2.52

%

 

 

2.69

%

 

 

2.44

%

Total interest-earnings assets

 

 

3.78

%

 

 

3.52

%

 

 

3.77

%

 

 

3.49

%

Deposits (interest-bearing only)

 

 

1.23

%

 

 

0.78

%

 

 

1.13

%

 

 

0.73

%

Deposits (noninterest and interest-bearing)

 

 

0.82

%

 

 

0.56

%

 

 

0.75

%

 

 

0.53

%

Borrowings

 

 

2.06

%

 

 

1.03

%

 

 

1.91

%

 

 

0.88

%

Total interest-bearing liabilities

 

 

1.42

%

 

 

0.84

%

 

 

1.32

%

 

 

0.77

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Rate Spread

 

 

2.36

%

 

 

2.68

%

 

 

2.45

%

 

 

2.72

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Yield on Interest-earning Assets

 

 

2.83

%

 

 

2.92

%

 

 

2.89

%

 

 

2.94

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Quarter Ended

 

 

June 30,

2017

 

September 30,

2017

 

December 31,

2017

 

March 31,

2018

 

June 30,

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

3,240,755

 

 

$

3,345,159

 

 

$

3,584,283

 

 

$

3,942,402

 

 

$

4,372,853

 

Securities

 

 

496,896

 

 

 

481,741

 

 

 

502,477

 

 

 

519,259

 

 

 

522,263

 

Total interest-earnings assets

 

 

3,822,758

 

 

 

3,930,860

 

 

 

4,208,592

 

 

 

4,620,086

 

 

 

5,130,667

 

Deposits: interest-bearing

 

 

2,054,400

 

 

 

2,157,282

 

 

 

2,274,163

 

 

 

2,322,051

 

 

 

2,637,945

 

Deposits: noninterest-bearing

 

 

809,129

 

 

 

1,013,753

 

 

 

1,244,750

 

 

 

1,220,435

 

 

 

1,318,684

 

Borrowings

 

 

679,055

 

 

 

454,273

 

 

 

367,701

 

 

 

735,024

 

 

 

811,301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Yield / Rate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

 

3.70

%

 

 

3.73

%

 

 

3.79

%

 

 

3.96

%

 

 

3.98

%

Securities

 

 

2.52

%

 

 

2.51

%

 

 

2.57

%

 

 

2.64

%

 

 

2.74

%

Total interest-earnings assets

 

 

3.52

%

 

 

3.55

%

 

 

3.60

%

 

 

3.76

%

 

 

3.78

%

Deposits (interest-bearing only)

 

 

0.78

%

 

 

0.90

%

 

 

0.93

%

 

 

1.03

%

 

 

1.23

%

Deposits (noninterest and interest-bearing)

 

 

0.56

%

 

 

0.61

%

 

 

0.60

%

 

 

0.67

%

 

 

0.82

%

Borrowings

 

 

1.03

%

 

 

1.34

%

 

 

1.45

%

 

 

1.75

%

 

 

2.06

%

Total interest-bearing liabilities

 

 

0.84

%

 

 

0.98

%

 

 

1.00

%

 

 

1.20

%

 

 

1.42

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Rate Spread

 

 

2.68

%

 

 

2.57

%

 

 

2.60

%

 

 

2.56

%

 

 

2.36

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Yield on Interest-earning Assets

 

 

2.92

%

 

 

2.90

%

 

 

2.97

%

 

 

2.96

%

 

 

2.83

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


11

 


 

Use of Non-GAAP Financial Measures

 

To supplement our unaudited condensed consolidated financial statements presented in accordance with GAAP, we use certain non-GAAP measures (including, but not limited to, non-GAAP net income and non-GAAP financial ratios) of financial performance. These supplemental performance measures may vary from, and may not be comparable to, similarly titled measures 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 requirement.

 

We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures (as applicable), 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 interested parties in the evaluation of companies in our industry. However, these non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, net income or other financial measures prepared in accordance with GAAP. In the information below, we have provided a reconciliation of, where applicable, the most comparable GAAP financial measures to the non-GAAP financial measures used in this press release, or a reconciliation of the non-GAAP calculation of the financial measure.

 

In this press release, we use certain non-GAAP financial ratios and measures that are not required by GAAP or exclude certain financial items from calculations that are otherwise required under GAAP, including:

 

 

The efficiency ratio is the ratio of noninterest expense to the sum of net interest income and noninterest income and may exclude one-time items of income or expense.

 

 

Tangible common equity (also referred to as tangible book value or tangible equity) and tangible assets, are equal to common equity and assets, respectively, less $100.4 million and $33.6 million of goodwill and intangible assets as of June 30, 2018 and December 31, 2017, 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.

 

 

Average tangible equity is equal to average common equity less $50.2 million and $2.1 million of average goodwill and intangible assets for the quarters ended June 30, 2018 and June 30, 2017, respectively; and less $43.0 million and $2.1 million of average goodwill and intangible assets for the six months ended June 30, 2018 and June 30, 2017, 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.


 

12

 


 

Discussion of Changes in Results of Operations and Financial Position

Quarter Ended June 30, 2018 as Compared to Quarter Ended June 30, 2017

Our net income and income before taxes in the second quarter of 2018 were $5.1 million and $6.8 million, respectively, as compared to $9.6 million and $14.3 million, respectively, in the second quarter of 2017. The $7.5 million decrease in income before taxes was the result of a $7.6 million decrease in income before taxes for Banking and a $0.2 million increase in income before taxes for Wealth Management. The decrease in Banking was due to a higher provision for loan losses, lower noninterest income and higher noninterest expenses which were partially offset by higher net interest income. The increase in Wealth Management was due to higher noninterest income which was partially offset by higher noninterest expenses. For Corporate, increases in interest costs on the holding company line of credit were offset by decreases in noninterest expenses.  

Our effective tax rate for the second quarter of 2018 was 24.4% as compared to 32.7% for the second quarter of 2017. As a result of reduced federal tax rates, our statutory tax rate decreased from 41.6% in 2017 to 29.0% in 2018. In addition, during the second quarter of 2018 and 2017, we realized a 347 and 1020 basis point reduction in our effective tax rate, respectively, related to excess tax benefits resulting from the exercise or vesting of stock awards.

Net interest income for Banking increased 31% from $28.1 million in the second quarter of 2017, to $36.8 million in the second quarter of 2018 due to a 34% increase in interest-earning assets. On a consolidated basis our net yield on interest earning assets was 2.83% for the second quarter of 2018 as compared to 2.92% in the second quarter of 2017. This decrease was due to a decrease in the net interest rate spread from 2.68% in the second quarter of 2017 to 2.36% in the second quarter of 2018, the effects of which were partially offset by less reliance on higher cost borrowings and an increase in the proportion of our funding coming from noninterest bearing deposits. The decrease in the net interest rate spread was due to an increase in the cost of interest-bearing liabilities from 0.84% in the second quarter of 2017 to 1.42% in the second quarter of 2018 which was partially offset by an increase in yield on total interest-earning assets from 3.52% in the second quarter of 2017 to 3.78% in the second quarter of 2018. The yield on interest-earning assets increased as new loans added to the portfolio bear interest rates higher than the current portfolio rates as a result of increases in market rates. 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 increased costs of borrowings as the average rate on FHLB advances increased from 0.94% in the second quarter of 2017 to 1.89% in the second quarter of 2018. The average balance outstanding under the holding company line of credit increased from $15.5 million in the second quarter of 2017 to $34.6 million in the second quarter of 2018, and the average rate increased by over 100 basis points, resulting in a $0.3 million increase in corporate interest expense.

The provision for loan losses in the second quarter of 2018 was $2.5 million as compared to $1.1 million in the second quarter of 2017. The $2.5 million provision in the second quarter of 2018 was due primarily to $3.5 million of chargeoffs in the second quarter of 2018. The $1.1 million provision in 2017 was primarily due to an 8% increase, excluding acquired loans, in loan balances.

Noninterest income in Banking in the second quarter of 2018 was $1.0 million as compared $4.2 million in the second quarter of 2017.  In the second quarter of 2018, we recognized a $1.5 million balance sheet restructuring charge with no comparable amount in 2017, and in the second quarter of 2017 we realized a $2.1 million gain on sale of loans with no comparable amount in 2018. As part of our balance sheet restructuring, we transferred $645 million of loans to loans held for sale with the intention of securitizing these loans, and, to mitigate against increases in interest rates on these loans, we entered into a swap agreement. In the second quarter of 2018, we recognized a mark to market decrease on our loans held for sale of $3.7 million and a $2.2 million gain in the value of the swap.

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Noninterest income for Wealth Management increased by $0.5 million in the second quarter of 2018 when compared to the second quarter of 2017 due to higher levels of AUM.

Noninterest expense in Banking increased from $15.8 million in the second quarter of 2017 to $27.6 million in the second quarter of 2018, due to increases in staffing and costs associated with the Bank’s expansion, including the acquisition of Community 1st Bank (“C1B”) in November 2017 and Premier Business Bank (“PBB”) in June 2018, and the growth of its balances of loans and deposits. Compensation and benefits for Banking increased $2.5 million or 26% during the second quarter of 2018 as compared to the second quarter of 2017 due to salary increases and an increase in the number of full time equivalent employees (“FTE”) in Banking, which increased to 361.1 in the second quarter of 2018 from 305.8 in the second quarter of 2017 as a result of the increased staffing related to the acquisitions and additional personnel added to support the growth in loans and deposits. A $0.8 million increase in occupancy and depreciation for Banking in the second quarter of 2018 as compared to the second quarter of 2017 was due to costs related to the acquisitions and increases in our data processing costs due to increased volumes and the implementation of enhancements. The $1.7 million increase in professional services and marketing was due to a $1.8 million recovery of legal costs realized in the second quarter of 2017. Customer service costs for Banking increased from $1.3 million in the second quarter of 2017 to $3.8 million in the second quarter of 2018 due primarily to increases in the earnings credit rates paid on the balances, which reflect the increases in short term market rates during the second quarter of 2018 when compared to the second quarter of 2017. The $4.1 million increase in other expenses for Banking in the second quarter of 2018 when compared to the second quarter of 2017 were due to $3.8 million of acquisition costs related to the PBB acquisition and increases in activity related costs such as FDIC insurance. The increase in noninterest expense for Wealth Management was due to salary increases and increases in referral fees due to higher levels of AUM.

Six Months Ended June 30, 2018 as Compared to Six Months Ended June 30, 2017

Our net income and income before taxes in the first six months of 2018 were $14.1 million and $19.4 million, respectively, as compared to $15.7 million and $23.4 million, respectively, in the first six months of 2017. The $4.0 million decrease in income before taxes was the result of a $4.0 million decrease in income before taxes for Banking, a $0.5 million increase in income before taxes for Wealth Management and a $0.5 million net increase in Corporate results. The decrease in Banking was due to a higher provision for loan losses, lower noninterest income and higher noninterest expenses which were partially offset by higher net interest income. The increase in Wealth Management was due to higher noninterest income which was partially offset by higher noninterest expenses. For Corporate, a $0.8 million increase in interest costs on the holding company line of credit were offset by a $0.3 million increase in Corporate noninterest income

Our effective tax rate for the six months of 2018 was 27.1% as compared to 32.6% for the first six months of 2017. As a result of reduced federal tax rates, our statutory tax rate decreased from 41.6% in 2017 to 29.0% in 2018. In addition, during the first six months of 2018 and 2017, we realized a 287 and 985 basis point reduction in our effective tax rate, respectively, related to excess tax benefits resulting from the exercise or vesting of stock awards.

Net interest income for Banking increased 32% from $54.2 million in the first six months of 2017, to $71.6 million in the first six months of 2018 due to a 33% increase in interest-earning assets. On a consolidated basis our net yield on interest earning assets was 2.89% for the first six months of 2018 as compared to 2.94% in the first six months of 2017. This decrease was due to a decrease in the net interest rate spread from 2.72% in the first six months of 2017 to 2.45% in the first six months of 2018, the effects of which were partially offset by less reliance on higher cost borrowings and an increase in the proportion of our funding coming from noninterest bearing deposits. The decrease in the net interest rate spread was due to an increase in the cost of interest-bearing liabilities from 0.77% in the first six months of 2017 to 1.32% in the first six months of 2018 which was partially offset by an

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increase in yield on total interest-earning assets from 3.49% in the first six months of 2017 to 3.77% in the first six months of 2018. The yield on interest-earning assets increased as new loans added to the portfolio bear interest rates higher than the current portfolio rates as a result of increases in market rates. 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 increased costs of borrowings as the average rate on FHLB advances increased from 0.82% in the first six months of 2017 to 1.73% in the first six months of 2018. The average balance outstanding under the holding company line of credit increased from $8.9 million in the first six months of 2017 to $38.1 million in the first six months of 2018, and the average rate increased by over 80 basis points, resulting in a $0.8 million increase in corporate interest expense.

The provision for loan losses in the first six months of 2018 was $4.1 million as compared to $1.2 million in the first six months of 2017. The $4.1 million provision in the first six months of 2018 was due to growth in our loan balances and the $3.5 million of chargeoffs in the first six months of 2018. The $1.2 million provision in 2017 was primarily due to increases, excluding acquired loans, in loan balances.

Noninterest income in Banking in the first six months of 2018 was $3.5 million as compared $6.7 million in the first six months of 2017.  In the first six months of 2018, we recognized a $1.5 million balance sheet restructuring charge with no comparable amount in 2017, and in the first six months of 2017 we realized a $2.4 million gain on sale of loans as compared to $0.5 million in the first six months of 2018. Noninterest income for Wealth Management increased by $1.5 million in the first six months of 2018 when compared to the first six months of 2017 due to higher levels of AUM.

Noninterest expense in Banking increased from $34.2 million in the first six months of 2017 to $49.4 million in the first six months of 2018, due to increases in staffing and costs associated with the Bank’s expansion, including the acquisition of C1B in November 2017 and PBB in June 2018, and the growth of its balances of loans and deposits. Compensation and benefits for Banking increased $4.8 million or 24% during the first six months of 2018 as compared to the first six months of 2017 due to salary increases and an increase in the number of FTE in Banking, which increased to 349.7 in the first six months of 2018 from 297.9 in the first six months of 2017 as a result of the increased staffing related to the acquisitions and additional personnel added to support the growth in loans and deposits. A $1.5 million increase in occupancy and depreciation for Banking in the first six months of 2018 as compared to the first six months of 2017 was due to costs related to the acquisitions and increases in our data processing costs due to increased volumes and the implementation of enhancements. The $0.5 million increase in professional services and marketing in Banking was due to a $1.8 million recovery of legal costs realized in the first six months of 2017 which were offset by lower legal costs, excluding the recovery, incurred in the first six months of 2018. Customer service costs for Banking increased $4.6 million in the first six months of 2018 as compared to the first six months of 2017 due primarily to increases in the earnings credit rates paid on the balances, which reflect the increases in short term market rates during the first six months of 2018 when compared to the first six months of 2017. The $3.8 million increase in other expenses for Banking in the first six months of 2018 when compared to the first six months of 2017 were due to $3.8 million of acquisition costs related to the PBB acquisition. The increase in noninterest expense for Wealth Management was due to salary increases, legal costs and increases in referral fees due to higher levels of AUM.


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Quarter Ended June 30, 2018 as Compared to Quarter Ended March 31, 2018

Our net income and income before taxes in the second quarter of 2018 were $5.1 million and $6.8 million, respectively, as compared to $9.0 million and $12.6 million, respectively, in the first quarter of 2018. Income before taxes for Banking decreased by $6.2 million, while income before taxes for Wealth Management increased by $0.3 million. The decrease in Banking was due to a higher provision for loan losses, lower noninterest income and higher noninterest expenses which were partially offset by higher net interest income. The increase in Wealth Management was due to lower noninterest expenses which was offset by lower noninterest income.

Our effective tax rate for the second quarter of 2018 was 24.4% as compared to 28.6% for the first quarter of 2018 and as compared to our statutory tax rate of 29.0%. During the second quarter of 2018, we realized a 347 basis point reduction in our effective tax rate related to excess tax benefits resulting from the exercise or vesting of stock awards.

Net interest income for Banking increased 6% from $34.8 million in the first quarter of 2018 to $36.8 million in the second quarter of 2018 due to a 11% increase in interest-earning assets.

On a consolidated basis our net yield on interest earning assets was 2.83% for the second quarter of 2018 as compared to 2.96% in the first quarter of 2018. This decrease was due to a decrease in the net interest rate spread from 2.56% in the first quarter of 2018 to 2.36% in the second quarter of 2018, the effects of which were partially offset by a higher proportion of equity balances. The decrease in the net interest rate spread was due to an increase in the cost of interest-bearing liabilities, which increased from 1.20% in the first quarter of 2018 to 1.42% in the second quarter of 2018, which was partially offset by an increase in yield on total interest-earning assets, which increased from 3.76% in the first quarter of 2018 to 3.78% in the second quarter of 2018. The yield on interest-earning assets increased as new loans added to the portfolio bear interest rates higher than the current portfolio rates as a result of increases in market rates. 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 increased costs of borrowings as the average rate on FHLB advances increased from 1.75% in the first quarter of 2018 to 2.06% in the second quarter of 2018.

The provision for loan losses in the second quarter of 2018 was $2.5 million as compared to $1.7 million in the first quarter of 2018. The provision for the second quarter of 2018 was primarily related to the $3.5 million of chargeoffs while the provision in the first quarter of 2018 was due to increases, excluding acquired loans, in loan balances.

Noninterest income in Banking decreased from $2.6 million in the first quarter of 2018 to $1.0 million in the second quarter of 2018. In the second quarter of 2018, we recognized a $1.5 million balance sheet restructuring charge with no comparable amount in the first quarter of 2018. Noninterest income for Wealth Management decreased by $0.2 million in the second quarter of 2018 when compared to the first quarter of 2018 due to lower levels of AUM.

Noninterest expense in Banking increased from $21.8 million in the first quarter of 2018 to $27.6 million in the second quarter of 2018. A $0.5 million increase in occupancy and depreciation for Banking in the second quarter of 2018 as compared to the first quarter of 2018 was due to costs related to the acquisition of PBB and increases in our data processing costs due to the implementation of enhancements. Customer service costs for Banking increased $1.0 million in the second quarter of 2018 as compared to the first quarter of 2018 due to increases balances and increases in the earnings credit rates paid on the balances, which reflect the increases in short term market rates. Other expenses for Banking were $4.6 million higher during the second quarter of 2018 as compared to the first quarter of 2018 primarily due to $3.6 million of one-time costs related to the acquisition of PBB incurred in the second quarter of 2018 and higher FDIC insurance costs. The decrease in noninterest expense for Wealth

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Management was due to a $0.2 million decrease in compensation and benefits and a $0.3 million decrease in professional services and marketing costs. The $0.2 million decrease in compensation and benefits for Wealth Management was due to seasonal increases in costs associated with employer taxes and employer contributions to retirement plans incurred in the first quarter of 2018. The $0.3 million decrease in professional services and marketing for Wealth Management was due to legal related costs incurred in the first quarter of 2018.

Changes in Financial Position

During the second quarter of 2018, as part of our balance sheet restructuring, we transferred $645 million of loans to loans held for sale with the intention of securitizing these loans, and, to mitigate against increases in interest rates on these loans, we entered into a swap agreement. Upon completion of this restructuring, we will have removed lower yielding loans from our loan portfolio, replaced cash holdings with higher yielding securities and reduced our multifamily loan concentrations.

During the first six months of 2018, total assets increased by $1.4 billion million primarily due to increases in cash and cash equivalents and loans, including the balances related to the PBB acquisition. As a result of the PPB acquisition, we acquired $523 million in loans and $478 million in deposits. Cash and cash equivalents increased to $370 million at June 30, 2018 from $120 million at December 31, 2017 as we increased our on balance sheet liquidity to maintain compliance with regulatory guidelines. Loans and loans held for sale increased by $1.1 billion as a result of the acquisition of PBB and $971 million of originations which were partially offset by the sale of $52 million of multifamily loans and payoffs or scheduled payments of $323 million. Deposits increased by $1.2 billion as a result of the acquisition of PBB and as our specialty deposits, branch deposits and wholesale deposits increased by $218 million, $48 million and $445 million, respectively. Borrowings increased by $113 million due primarily to the additional borrowings utilized to support our loan growth. During the first quarter of 2018, the Company sold 0.6 million shares of its common stock through its at-the-market offering at an average price of $18.46 per share, generating net proceeds of $11.3 million. At June 30, 2018, the outstanding balance on the holding company line of credit was $40 million as compared to $50 million at December 31, 2017.

Our credit quality remains strong as our ratio of non-performing assets to total assets is at 0.20% at June 30, 2018. We recorded $3.6 million of loan chargeoffs in the first six months of 2018 as compared to $0.2 million of recoveries in corresponding period in 2017. The ratio of the allowance for loan and lease losses to loans, excluding loans acquired in acquisitions, was 0.53% at June 30, 2018 and 0.54% at December 31, 2017.

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