First Foundation Inc. (Form: 10-Q, Received: 08/10/2020 06:12:32)

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-36461

FIRST FOUNDATION INC.

(Exact name of Registrant as specified in its charter)


Delaware		20-8639702
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

18101 Von Karman Avenue, Suite 700 Irvine, CA 92612		92612
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 202-4160

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FFWM	NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 4, 2020, the registrant had 44,626,324 shares of common stock, $0.001 par value per share, outstanding

Table of Contents

FIRST FOUNDATION INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

TABLE OF CONTENTS


		Page No.
Part I. Financial Information
Item 1.	Financial Statements	1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46

Part II. Other Information
Item 1A	Risk Factors	47
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 5	Other Information	49
Item 6	Exhibits	50

SIGNATURES		S-1

(i)

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

FIRST FOUNDATION INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	June 30,		December 31,
	2020		2019
		(unaudited)
ASSETS
Cash and cash equivalents	$	414,179	$	65,387
Securities available-for-sale (“AFS”)		863,778		1,014,966
Allowance for credit losses ("ACL")		(2,371)		—
Net securities		861,407		1,014,966

Loans held for sale		527,970		503,036

Loans, net of deferred fees		5,136,812		4,547,633
Allowance for credit losses		(28,129)		(20,800)
Net loans		5,108,683		4,526,833

Investment in FHLB stock		23,598		21,519
Deferred taxes		9,194		11,079
Premises and equipment, net		8,188		8,355
Goodwill and intangibles		96,181		97,191
Other assets		91,893		66,070
Total Assets	$	7,141,293	$	6,314,436

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits	$	5,647,841	$	4,891,144
Borrowings		764,600		743,000
Accounts payable and other liabilities		90,131		66,423
Total Liabilities		6,502,572		5,700,567

Shareholders’ Equity
Common Stock, par value $0.001: 70,000,000 shares authorized; 44,625,324 and 44,670,743 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively		45		45
Additional paid-in-capital		432,791		433,775
Retained earnings		200,582		175,773
Accumulated other comprehensive income, net of tax		5,303		4,276
Total Shareholders’ Equity		638,721		613,869
Total Liabilities and Shareholders’ Equity	$	7,141,293	$	6,314,436

(See accompanying notes to the consolidated financial statements)

Table of Contents

FIRST FOUNDATION INC.

CONSOLIDATED INCOME STATEMENTS - UNAUDITED

(In thousands, except share and per share amounts)


	Quarter Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Interest income:
Loans	$	55,134	$	56,510	$	110,018	$	110,345
Securities		6,539		6,186		13,536		12,351
FHLB stock, fed funds sold and interest-bearing deposits		259		612		716		1,156
Total interest income		61,932		63,308		124,270		123,852

Interest expense:
Deposits		10,914		16,296		25,560		31,744
Borrowings		2,571		5,125		5,395		9,174
Total interest expense		13,485		21,421		30,955		40,918

Net interest income		48,447		41,887		93,315		82,934

Provision for credit losses		1,367		1,231		5,431		1,771

Net interest income after provision for credit losses		47,080		40,656		87,884		81,163

Noninterest income:
Asset management, consulting and other fees		6,733		7,136		14,495		13,930
Other income		2,236		1,995		5,149		3,666
Total noninterest income		8,969		9,131		19,644		17,596

Noninterest expense:
Compensation and benefits		18,288		17,333		38,145		36,235
Occupancy and depreciation		5,855		5,167		11,367		10,035
Professional services and marketing costs		2,049		2,024		3,803		4,028
Customer service costs		1,622		4,283		3,994		7,672
Other expenses		3,123		3,475		6,500		7,257
Total noninterest expense		30,937		32,282		63,809		65,227

Income before taxes on income		25,112		17,505		43,719		33,532
Taxes on income		7,258		5,095		12,654		9,863
Net income	$	17,854	$	12,410	$	31,065	$	23,669

Net income per share:
Basic	$	0.40	$	0.28	$	0.70	$	0.53
Diluted	$	0.40	$	0.28	$	0.69	$	0.53
Shares used in computation:
Basic		44,620,716		44,625,673		44,645,189		44,583,503
Diluted		44,812,369		44,894,720		44,882,520		44,846,779

(See accompanying notes to the consolidated financial statements)

Table of Contents

FIRST FOUNDATION INC.

CONSOLIDATED STATEMENT OF CHANGES

IN SHAREHOLDERS’ EQUITY - UNAUDITED

(In thousands, except share amounts)


	Common Stock			Additional				Accumulated Other
	Number			Paid-in		Retained		Comprehensive
	of Shares	Amount		Capital		Earnings		Income (Loss)		Total
Balance: December 31, 2018	44,496,007	$	44	$	431,832	$	128,461	$	(1,153)	$	559,184
Net income	—		—		—		23,669		—		23,669
Other comprehensive loss	—		—		—		—		7,212		7,212
Stock based compensation	—		—		989		—		—		989
Cash dividend	—		—		—		(4,462)		—		(4,462)
Stock repurchase	(1,800)		—		(24)		—		—		(24)
Issuance of common stock:
Exercise of options	18,000		—		135		—		—		135
Stock grants – vesting of Restricted Stock Units	121,640		1		(1)		—		—		—
Balance: June 30, 2019	44,633,847	$	45	$	432,931	$	147,668	$	6,059	$	586,703

Balance: December 31, 2019	44,670,743	$	45	$	433,775	$	175,773	$	4,276	$	613,869
Net income	—		—		—		31,065		—		31,065
Other comprehensive income	—		—		—		—		1,027		1,027
Stock based compensation	—		—		1,195		—		—		1,195
Cash dividend	—		—		—		(6,256)		—		(6,256)
Issuance of common stock:
Exercise of options	86,000		—		645		—		—		645
Stock grants – vesting of Restricted Stock Units	92,915		—		—		—		—		—
Stock Repurchase	(224,334)		—		(2,824)		—		—		(2,824)
Balance: June 30, 2020	44,625,324	$	45	$	432,791	$	200,582	$	5,303	$	638,721

(See accompanying notes to the consolidated financial statements)

Table of Contents

FIRST FOUNDATION INC.

CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME - UNAUDITED

(In thousands)


	Quarter Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Net income	$	17,854	$	12,410	$	31,065	$	23,669
Other comprehensive income:
Unrealized holding gains on securities arising during the period		678		11,265		1,450		10,191
Other comprehensive income before tax		678		11,265		1,450		10,191
Income tax expense related to items of other comprehensive income		198		3,294		423		2,979
Other comprehensive income		480		7,971		1,027		7,212
Total comprehensive income	$	18,334	$	20,381	$	32,092	$	30,881

(See accompanying notes to the consolidated financial statements)

Table of Contents

FIRST FOUNDATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(In thousands)


	For the Six Months Ended
	June 30,
	2020		2019
Cash Flows from Operating Activities:
Net income	$	31,065	$	23,669
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses - loans		3,060		1,771
Provision for credit losses - securities AFS		2,371		—
Stock–based compensation expense		1,195		989
Depreciation and amortization		1,547		1,480
Deferred tax expense		1,462		685
Amortization of core deposit intangible		1,010		1,228
Amortization of mortgage servicing rights - net		705		320
Amortization of premiums on purchased loans - net		(4,169)		(3,889)
Gain on sale of REO		—		(263)
Gain from hedging activities		(224)		(355)
Increase in other assets		(11,266)		(1,339)
Decrease in accounts payable and other liabilities		1,322		(460)
Net cash provided by operating activities		28,078		23,836
Cash Flows from Investing Activities:
Net increase in loans		(594,872)		(434,209)
Proceeds from sale of REO		—		613
Purchase of premises and equipment		(1,380)		(1,181)
Recovery of allowance for credit losses		564		363
Purchases of AFS securities		(6,757)		(400)
Maturities of AFS securities		155,376		46,957
Sale (purchases) of FHLB stock, net		(2,079)		1,083
Net cash used in investing activities		(449,148)		(386,774)
Cash Flows from Financing Activities:
Increase in deposits		756,697		210,974
Net increase in FHLB advances		21,600		159,000
Line of credit net change – borrowings (paydowns), net		—		15,000
Dividends paid		(6,256)		(4,462)
Proceeds from sale of stock, net		645		135
Repurchase of stock		(2,824)		(24)
Net cash provided by financing activities		769,862		380,623
Increase (decrease) in cash and cash equivalents		348,792		17,685
Cash and cash equivalents at beginning of year		65,387		67,312
Cash and cash equivalents at end of period	$	414,179	$	84,997
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes	$	185	$	8,784
Interest		30,289		37,456
Noncash transactions:
Transfer of loans to loans held for sale	$	14,666	$	101,444
Chargeoffs against allowance for credit losses		1,055		934

(See accompanying notes to the consolidated financial statements)

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

NOTE 1: BASIS OF PRESENTATION

The consolidated financial statements include First Foundation Inc. (“FFI”) and its wholly owned subsidiaries: First Foundation Advisors (“FFA”) and First Foundation Bank (“FFB” or the “Bank”) and the wholly owned subsidiaries of FFB, First Foundation Insurance Services (“FFIS”) and Blue Moon Management, LLC (collectively referred to as the “Company”). All intercompany balances and transactions have been eliminated in consolidation. The results of operations reflect any interim adjustments, all of which are of a normal recurring nature and which, in the opinion of management, are necessary for a fair presentation of the results for the interim period presented. The results for the 2020 interim periods are not necessarily indicative of the results expected for the full year.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and prevailing practices within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates.

The accompanying unaudited consolidated financial statements include all information and footnotes required for interim financial statement presentation. These financial statements assume that readers have read the most recent Annual Report on Form 10-K which contains the latest available audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2019.

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the 2020 presentation.

Recently Adopted Accounting Guidance

Measurement of Credit Losses on Financial Instruments: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which introduces new guidance for the accounting for credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new model, referred to as the current expected credit losses (“CECL”) model, applies to financial assets subject to credit losses and measured at amortized cost, and certain off-balance sheet credit exposures. Upon initial recognition of the exposure, the CECL model requires an entity to estimate the credit losses expected over the life of an exposure.

The Company adopted the amendments within ASU 2016-13 on January 1, 2020 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the periods beginning after that date are presented under Topic 326, while prior period amounts continue to be reported in accordance with previously applicable generally accepted accounting principles (“GAAP”). There was not any cumulative effect adjustment upon adoption. The instruments that were accounted for as purchased credit impaired (“PCI”) are transitioned under the new purchased credit deteriorated (“PCD”) model using the prospective transition approach. The Company applied the prospective transition approach for debt securities for which other than temporary impairment had been recognized prior to January 1, 2020. As a result, the amortized cost basis remains the same before and after the effective date.

Allowance for credit losses on investment securities: On January 1, 2020, the Company adopted the amendments within ASU 2016-13, which replaces the legacy US GAAP Other Than Temporary Impairment (“OTTI”) model with a credit loss model. The credit loss model under Accounting Standards Codification (“ASC”) 326-30, applicable to debt securities available for sale (“Securities AFS”), requires recognition of credit losses through an allowance account, but

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

retains the concept from the OTTI model that credit losses are recognized once securities become impaired. For Securities AFS, a decline in fair value due to credit loss results in recognition of an allowance for credit losses. Impairment may result from credit deterioration of the issuer or collateral underlying the security. The assessment of determining if a decline in fair value resulted from a credit loss is performed at the individual security level. Among other factors, the Company considers: 1) the extent to which the fair value is less than the amortized cost basis; 2) the financial condition and near term prospects of the issuer, including consideration of relevant financial metrics or ratios of the issuer; 3) any adverse conditions related to an industry or geographic area of an issuer; 4) any changes to the rating of the security by a rating agency; and 5) any past due principal or interest payments from the issuer. If an assessment of the above factors indicates that a credit loss exists, the Company records an allowance for credit losses for the excess of the amortized cost basis over the present value of cash flows expected to be collected, limited to the amount that the security’s fair value is less than its amortized cost basis. Subsequent changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Interest accruals and amortization and accretion of premiums and discounts are suspended when the credit loss is recognized in earnings. Any interest received after the security has been placed on nonaccrual status is recognized on a cash basis. Accrued interest receivable on Securities AFS is excluded from the estimate of expected credit losses.

The provision for credit losses on the consolidated income statement includes the provisions for credit losses for loans and securities AFS. For the six months ending June 30, 2020, the provision for credit losses for loans was $3 million and the provision for credit losses for Securities AFS was $2.4 million, resulting in a total provision for credit losses of $5.4 million.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. ASU 2020-04 provides optional guidance for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU are effective as of March 12, 2020 through December 31, 2022. The adoption of ASU 2020-04 is not expected to have a significant impact on the Company’s consolidated financial statements.

In November 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes”. ASU 2019-12 provides amendments to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The adoption of ASU 2019-12 is not expected to have a significant impact on the Company’s consolidated financial statements.

In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections. ASU 2019-07 amends certain Securities and Exchange Commission (“SEC”) sections or paragraphs within the ASC to reflect changes in SEC Final Rule Releases (“SEC Releases”) No. 33-10532, Disclosure Update and Simplification and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. The effective date and transition requirements for the amendments in this ASU are the same as the effective dates and transition requirements in SEC Releases 33-10532, 33-10231, and 33-10442, as amended by this ASU. The adoption of ASU 2019-07 is not expected to have a significant impact on the Company’s consolidated financial statements.

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

NOTE 2: FAIR VALUE MEASUREMENTS

Assets Measured at Fair Value on a Recurring Basis

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Current accounting guidance establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Securities available for sale and effective with the adoption of ASU 2016-01 on January 1, 2018, investments in equity securities are measured at fair value on a recurring basis depending upon whether the inputs are Level 1, 2 or 3 as described above.

The following tables show the recorded amounts of assets and liabilities measured at fair value on a recurring basis as of:


			Fair Value Measurement Level
(dollars in thousands)	Total		Level 1		Level 2		Level 3
June 30, 2020:
Investment securities available for sale:
Agency mortgage-backed securities	$	773,131	$	—	$	773,131	$	—
Beneficial interest – FHLMC securitizations		28,956		—		—		28,956
Corporate bonds		57,827		—		57,827		—
Other		1,493		407		1,086		—
Investment in equity securities		299		299		—		—
Total assets at fair value on a recurring basis	$	861,706	$	706	$	832,044	$	28,956

Derivatives:
Interest rate swaps	$	11,688	$	—	$	11,688	$	—

December 31, 2019:
Investment securities available for sale:
Agency mortgage-backed securities	$	914,977	$	—	$	914,977	$	—
Beneficial interest – FHLMC securitizations		42,706		—		—		42,706
Corporate bonds		55,834		—		55,834		—
Other		1,449		403		1,046		—
Investment in equity securities		434		434		—		—
Total assets at fair value on a recurring basis	$	1,015,400	$	837	$	971,857	$	42,706

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

The decrease in Level 3 assets from December 31, 2019 was due to Beneficial interest – FHLMC securitization paydowns.

Due to a change in expected cash flows on an interest only strip security, a $2.4 million allowance was taken in the first six months of 2020.

Assets Measured at Fair Value on a Nonrecurring Basis

From time to time, we may be required to measure other assets at fair value on a nonrecurring basis. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

Loans. Loans measured at fair value on a nonrecurring basis include collateral dependent loans held for investment. The specific reserves for these loans are based on collateral value, net of estimated disposition costs and other identified quantitative inputs. Collateral value is determined based on independent third-party appraisals or internally-developed discounted cash flow analyses. Internal discounted cash flow analyses are also utilized to estimate the fair value of these loans, which considers internally-developed, unobservable inputs such as discount rates, default rates, and loss severity. When the fair value of the collateral is based on an observable market price or a current appraised value, we measure the impaired loan at nonrecurring Level 2. When an appraised value is not available, or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price or a discounted cash flow has been used to determine the fair value, we measure the impaired loan at nonrecurring Level 3. The total collateral dependent impaired Level 3 loans were $18.7 million and $18.9 million at June 30, 2020 and December 31, 2019, respectively. There were no specific reserves related to these loans at June 30, 2020 and December 31, 2019.

Real Estate Owned. The fair value of real estate owned is based on external appraised values that include adjustments for estimated selling costs and assumptions of market conditions that are not directly observable, resulting in a Level 3 classification.

Mortgage Servicing Rights. When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on a valuation model that calculates the present value of estimated future net servicing income, resulting in a Level 3 classification. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

Fair Value of Financial Instruments

FASB ASC 825-10, “Disclosures about Fair Value of Financial Instruments” requires disclosure of the fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate such value. The methodologies for estimating the fair value of financial assets and financial liabilities measured at fair value on a recurring and non-recurring basis are discussed above. The estimated fair value amounts have been determined by management using available market information and appropriate valuation methodologies and are based on the exit price notion set forth by ASU 2016-01. In cases where quoted market prices are not available, fair values are based on estimates using present value or other market value techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The aggregate fair value amounts presented below do not represent the underlying value of the Company.

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

Fair value estimates are made at a discrete point in time based on relevant market information and other information about the financial instruments. Because no active market exists for a significant portion of our financial instruments, fair value estimates are based in large part on judgments we make primarily regarding current economic conditions, risk characteristics of various financial instruments, prepayment rates, and future expected loss experience. These estimates are subjective in nature and invariably involve some inherent uncertainties. Additionally, unexpected changes in events or circumstances can occur that could require us to make changes to our assumptions and which, in turn, could significantly affect and require us to make changes to our previous estimates of fair value.

In addition, the fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of existing and anticipated future customer relationships and the value of assets and liabilities that are not considered financial instruments, such as premises and equipment and other real estate owned.

The following methods and assumptions were used to estimate the fair value of financial instruments:

Cash and Cash Equivalents. The fair value of cash and cash equivalents approximates its carrying value.

Interest-Bearing Deposits with Financial Institutions. The fair values of interest-bearing deposits maturing within ninety days approximate their carrying values.

Investment Securities Available for Sale. Investment securities available-for-sale are measured at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. When a market is illiquid or there is a lack of transparency around the inputs to valuation, the securities are classified as Level 3 and reliance is placed upon internally developed models, and management judgment and evaluation for valuation. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include beneficial interests in FHLMC securitizations. Significant assumptions in the valuation of these Level 3 securities as of June 30, 2020 and December 31, 2019 included prepayment rates ranging from 15% to 25% and discount rates ranging from 7.5% to 10%.

Federal Home Loan Bank Stock. The Bank is a member of the Federal Home Loan Bank (the “FHLB”). As a member, we are required to own stock of the FHLB, the amount of which is based primarily on the level of our borrowings from this institution. The fair value of the stock is equal to the carrying amount, is classified as restricted securities and is periodically evaluated for impairment based on our assessment of the ultimate recoverability of our investments in that stock. Any cash or stock dividends paid to us on such stock are reported as income.

Loans Held For Sale. The fair value of loans held for sale is determined using secondary market pricing.

Loans Held for Investment. The fair value for loans with variable interest rates is the carrying amount. The fair value of fixed rate loans is derived by calculating the discounted value of future cash flows expected to be received by the various homogeneous categories of loans or by reference to secondary market pricing. All loans have been adjusted to reflect changes in credit risk.

Deposits. The fair value of demand deposits, savings deposits, and money market deposits is defined as the amounts payable on demand. The fair value of fixed maturity certificates of deposit is estimated based on the discounted value of the future cash flows expected to be paid on the deposits.

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

Borrowings. The fair value of borrowings is the carrying value of overnight FHLB advances that approximate fair value because of the short-term maturity of this instrument, resulting in a Level 2 classification. The fair value of term borrowings is derived by calculating the discounted value of future cash flows expected to be paid out by the Company.

Interest rate swaps. Interest rate swaps are reported at an estimated fair value utilizing Level 2 inputs including LIBOR rates from overnight to one year and U.S. swap rates from one year to thirty years.

The carrying amounts and estimated fair values of financial instruments are as follows as of:


	Carrying		Fair Value Measurement Level
(dollars in thousands)	Value		1		2		3		Total
June 30, 2020:
Assets:
Cash and cash equivalents	$	414,179	$	414,179	$	—	$	—	$	414,179
Securities AFS, net		861,407		407		832,044		28,956		861,407
Loans held for sale		527,970		—		533,565		—		533,565
Loans, net		5,108,683		—		—		5,163,076		5,163,076
Investment in FHLB stock		23,598		—		23,598		—		23,598
Investment in equity securities		299		299		—		—		299
Liabilities:
Deposits	$	5,647,841	$	3,825,306	$	1,832,007	$	—	$	5,657,313
Borrowings		764,600		—		760,000		4,600		764,600
Interest rate swaps		11,688		—		11,688		—		11,688

December 31, 2019:
Assets:
Cash and cash equivalents	$	65,387	$	65,387	$	—	$	—	$	65,387
Securities AFS		1,014,966		403		971,857		42,706		1,014,966
Loans held for sale		503,036		—		506,750		—		506,750
Loans, net		4,526,833		—		—		4,573,516		4,573,516
Investment in FHLB stock		21,519		—		21,519		—		21,519
Investment in equity securities		434		434		—		—		434
Liabilities:
Deposits	$	4,891,144	$	2,913,493	$	1,977,652	$	—	$	4,891,145
Borrowings		743,000		—		733,000		10,000		743,000

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

NOTE 3: SECURITIES

The following table provides a summary of the Company’s securities AFS portfolio as of:


	Amortized		Gross Unrealized				Allowance for		Estimated
(dollars in thousands)	Cost		Gains		Losses		Credit Losses		Fair Value
June 30, 2020:
Agency mortgage-backed securities	$	761,247	$	11,884	$	—	$	—	$	773,131
Beneficial interests in FHLMC securitization		36,637		241		(5,551)		(2,371)		28,956
Corporate bonds		57,000		935		(108)		—		57,827
Other		1,399		94		—		—		1,493
Total	$	856,283	$	13,154	$	(5,659)	$	(2,371)	$	861,407
December 31, 2019:
Agency mortgage-backed securities	$	905,949	$	9,174	$	(146)	$	—	$	914,977
Beneficial interests in FHLMC securitization		47,586		1,801		(6,681)		—		42,706
Corporate bonds		54,000		1,834		—		—		55,834
Other		1,386		63		—		—		1,449
Total	$	1,008,921	$	12,872	$	(6,827)	$	—	$	1,014,966

US Treasury securities of $0.4 million as of June 30, 2020 that are included in the table above as Other are pledged as collateral to the State of California to meet regulatory requirements related to the Bank’s trust operations. As of June 30, 2020, $131 million of agency mortgage-backed securities are pledged as collateral as support for the Bank’s obligations under loan sales and securitization agreements entered into in 2019 and 2018.

The tables below indicate, as of June 30, 2020 and December 31, 2019, the gross unrealized losses and fair values of our investments, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.


	Securities with Unrealized Loss at June 30, 2020
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(dollars in thousands)	Value		Loss		Value		Loss		Value		Loss
Beneficial interests in FHLMC securitization	$	13,954	$	(5,119)	$	346	$	(432)	$	14,300	$	(5,551)
Corporate bonds		14,892		(108)		—		—		14,892		(108)
Total temporarily impaired securities	$	28,846		(5,227)	$	346	$	(432)	$	29,192	$	(5,659)


	Securities with Unrealized Loss at December 31, 2019
	Less than 12 months				12 months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(dollars in thousands)	Value		Loss		Value		Loss		Value		Loss
Agency mortgage-backed securities	$	5,488	$	(2)	$	13,880	$	(144)	$	19,368	$	(146)
Beneficial interests in FHLMC securitization		20,609		(2,856)		3,220		(3,825)		23,829		(6,681)
Total temporarily impaired securities	$	26,097	$	(2,858)	$	17,100	$	(3,969)	$	43,197	$	(6,827)

Unrealized losses in agency mortgage-backed securities, beneficial interests in FHLMC securitizations, and other securities have not been recognized into income because the issuer bonds are of high credit quality, management does not intend to sell, it is not more likely than not that management would be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in discount rates and assumptions regarding future interest rates. The fair value is expected to recover as the bonds approach maturity. The assessment of determining if a decline in

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

fair value resulted from a credit loss is performed at the individual security level. Among other factors considered are: 1) the extent to which the fair value is less than the amortized cost basis; 2) the financial condition and near term prospects of the issuer, including consideration of relevant financial metrics or ratios of the issuer; 3) any adverse conditions related to an industry or geographic area of an issuer; 4) any changes to the rating of the security by a rating agency; and 5) any past due principal or interest payments from the issuer. If an assessment of the above factors indicates that a credit loss exists, the Company records an allowance for credit losses for the excess of the amortized cost basis over the present value of cash flows expected to be collected, limited to the amount that the security’s fair value is less than its amortized cost basis. Subsequent changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Interest accruals and amortization and accretion of premiums and discounts are suspended when the credit loss is recognized in earnings. Any interest received after the security has been placed on nonaccrual status is recognized on a cash basis.


Allowance for credit losses - Investments
(dollars in thousands)
Balance: December 31, 2019	$	—
Provision for credit losses		2,371
Balance: June 30, 2020	$	2,371

Due to a change in expected cash flows of an interest only strip security, a $2.4 million allowance was taken in the first six months of 2020. The allowance was included as a charge in provision for credit losses on the consolidated income statement.

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

The scheduled maturities of securities AFS and the related weighted average yields were as follows for the periods indicated:


	Less than			1 Through			5 Through			After
(dollars in thousands)	1 Year			5 years			10 Years			10 Years			Total
June 30, 2020
Amortized Cost:
Corporate bonds	$	—		$	—		$	57,000		$	—		$	57,000
Other		400			—			999			—			1,399
Total	$	400		$	—		$	57,999		$	—		$	58,399
Weighted average yield		2.16	%		—	%		5.35	%		—	%		5.33	%
Estimated Fair Value:
Corporate bonds	$	—		$	—		$	57,827		$	—		$	57,827
Other		407			—			1,086			—			1,493
Total	$	407		$	—		$	58,913		$	—		$	59,320


	Less than			1 Through			5 Through			After
(dollars in thousands)	1 Year			5 years			10 Years			10 Years			Total
December 31, 2019
Amortized Cost:
Corporate bonds	$	—		$	—		$	54,000		$	—		$	54,000
Other		—			400			986			—			1,386
Total	$	—		$	400		$	54,986		$	—		$	55,386
Weighted average yield		—	%		2.25	%		5.29	%		—	%		5.27	%
Estimated Fair Value:
Corporate bonds	$	—		$	—		$	55,834		$	—		$	55,834
Other		—			403			1,046			—			1,449
Total	$	—		$	403		$	56,880		$	—		$	57,283

Agency mortgage-backed securities and beneficial interests in FHLMC securitizations are excluded from the above table because such securities are not due at a single maturity date. The weighted average yield of the agency mortgage-backed securities and beneficial interests as of June 30, 2020 was 2.48%.

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

NOTE 4: LOANS

The following is a summary of our loans as of:


	June 30,		December 31,
(dollars in thousands)	2020		2019
Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily	$	2,556,332	$	2,143,919
Single family		839,537		871,181
Total real estate loans secured by residential properties		3,395,869		3,015,100
Commercial properties		774,939		834,042
Land		65,094		70,257
Total real estate loans		4,235,902		3,919,399
Commercial and industrial loans		875,464		600,213
Consumer loans		18,640		16,273
Total loans		5,130,006		4,535,885
Premiums, discounts and deferred fees and expenses		6,806		11,748
Total	$	5,136,812	$	4,547,633

In 2017 and 2018 the Company purchased loans, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. As of December 31, 2019, the principal balance shown above is net of unaccreted discount related to loans acquired in acquisitions of $8.4 million. The carrying amount of these PCD loans is as follows as of:


	June 30,		December 31,
(dollars in thousands)	2020		2019
Outstanding principal balance:
Loans secured by real estate:
Residential properties	$	291	$	366
Commercial properties		5,529		6,146
Land		—		1,058
Total real estate loans		5,820		7,570
Commercial and industrial loans		317		603
Total loans		6,137		8,173
Unaccreted discount on purchased credit deteriorated loans		—		(3,657)
Total	$	6,137	$	4,516

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

The following table summarizes our delinquent and nonaccrual loans as of:


	Past Due and Still Accruing												Total Past
							90 Days						Due and
(dollars in thousands)	30–59 Days			60-89 Days			or More			Nonaccrual			Nonaccrual			Current		Total
June 30, 2020:
Real estate loans:
Residential properties	$	5,572		$	—		$	—		$	7,027		$	12,599		$	3,383,270	$	3,395,869
Commercial properties		1,255			4,159			—			2,320			7,734			767,205		774,939
Land		—			455			—			500			955			64,139		65,094
Commercial and industrial loans		2,051			685			—			5,648			8,384			867,080		875,464
Consumer loans		350			—			—			17			367			18,273		18,640
Total	$	9,228		$	5,299		$	—		$	15,512		$	30,039		$	5,099,967	$	5,130,006

Percentage of total loans		0.18	%		0.10	%		—	%		0.30	%		0.59	%

December 31, 2019:
Real estate loans:
Residential properties	$	89		$	13		$	—		$	1,743		$	1,845		$	3,013,255	$	3,015,100
Commercial properties		7,586			—			403			2,410			10,399			823,643		834,042
Land		—			—			—			—			—			70,257		70,257
Commercial and industrial loans		695			2,007			—			8,714			11,416			588,797		600,213
Consumer loans		22			3			—			—			25			16,248		16,273
Total	$	8,392		$	2,023		$	403		$	12,867		$	23,685		$	4,512,200	$	4,535,885

Percentage of total loans		0.19	%		0.04	%		0.01	%		0.28	%		0.52	%

The following table presents the loans classified as troubled debt restructurings (“TDR”) by accrual and nonaccrual status as of:


	June 30, 2020						December 31, 2019
(dollars in thousands)	Accrual		Nonaccrual		Total		Accrual		Nonaccrual		Total
Residential loans	$	1,200	$	—	$	1,200	$	1,200	$	—	$	1,200
Commercial real estate loans		1,148		1,374		2,522		1,188		2,166		3,354
Commercial and industrial loans		606		3,875		4,481		557		2,972		3,529
Total	$	2,954	$	5,249	$	8,203	$	2,945	$	5,138	$	8,083

The following table provides information on loans that were modified as TDRs for the following periods:


		Outstanding Recorded Investment
(dollars in thousands)	Number of loans	Pre-Modification		Post-Modification		Financial Impact
Six Months Ended June 30, 2020:
Commercial and industrial loans	1	$	521		521	$	—
Total	1	$	521	$	521	$	—

		Outstanding Recorded Investment
(dollars in thousands)	Number of loans	Pre-Modification		Post-Modification		Financial Impact
Year Ended December 31, 2019
Residential loans	1	$	1,200	$	1,200	$	—
Commercial real estate loans	1		2,872		2,872		—
Commercial and industrial loans	7		1,754		1,754		—
Total	9	$	5,826	$	5,826	$	—

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

All of these loans were classified as a TDR as a result of a reduction in required principal payments and an extension of the maturity date of the loans. These loans have been paying in accordance with the terms of their restructure.

NOTE 5: ALLOWANCE FOR CREDIT LOSSES

The following is a roll forward of the Bank’s allowance for credit losses related to loans for the following periods:


	Beginning		Adoption of		Provision for						Ending
(dollars in thousands)	Balance		ASC 326		Credit Losses		Charge-offs		Recoveries		Balance
Quarter Ended June 30, 2020:
Real estate loans:
Residential properties	$	6,026	$	—	$	730	$	—	$	—	$	6,756
Commercial properties		1,178		—		8,133		—		—		9,311
Land		1,252		—		2,116		—		—		3,368
Commercial and industrial loans		10,125		—		(1,225)		(525)		113		8,488
Consumer loans		204		—		2		—		—		206
Total	$	18,785	$	—	$	9,756	$	(525)	$	113	$	28,129
Six Months Ended June 30, 2020:
Real estate loans:
Residential properties	$	8,423	$	(363)	$	(1,304)	$	—	$	—	$	6,756
Commercial properties		4,166		(3,760)		8,905		—		—		9,311
Land		573		(92)		2,887		—		—		3,368
Commercial and industrial loans		7,448		—		1,531		(1,055)		564		8,488
Consumer loans		190		—		16		—		—		206
Total	$	20,800	$	(4,215)	$	12,035	$	(1,055)	$	564	$	28,129
Year Ended December 31, 2019:
Real estate loans:
Residential properties	$	9,216	$	—	$	(793)	$	—	$	—	$	8,423
Commercial properties		4,547		—		(381)		—		—		4,166
Land		391		—		182		—		—		573
Commercial and industrial loans		4,628		—		3,653		(2,687)		1,854		7,448
Consumer loans		218		—		(24)		(5)		1		190
Total	$	19,000	$	—	$	2,637	$	(2,692)	$	1,855	$	20,800

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

The following table presents the balance in the allowance for credit losses and the recorded investment in loans by impairment method as of:


	Allowance for Credit Losses								Unaccreted
					Purchased				Credit
	Evaluated for Impairment				Credit				Component
(dollars in thousands)	Individually		Collectively		Deteriorated		Total		Other Loans
June 30, 2020:
Allowance for credit losses:
Real estate loans:
Residential properties	$	34	$	6,722	$	—	$	6,756	$
Commercial properties		385		8,926		—		9,311
Land		—		3,368		—		3,368
Commercial and industrial loans		784		7,704		—		8,488
Consumer loans		—		206		—		206
Total	$	1,203	$	26,926	$	—	$	28,129	$
Loans:
Real estate loans:
Residential properties	$	5,556	$	3,390,022	$	291	$	3,395,869	$
Commercial properties		6,546		762,864		5,529		774,939
Land		500		64,594		—		65,094
Commercial and industrial loans		6,067		869,080		317		875,464
Consumer loans		17		18,623		—		18,640
Total	$	18,686	$	5,105,183	$	6,137	$	5,130,006	$
December 31, 2019:
Allowance for credit losses:
Real estate loans:
Residential properties	$	—	$	8,423	$	—	$	8,423	$	1,013
Commercial properties		107		4,059		—		4,166		1,048
Land		—		573		—		573		6
Commercial and industrial loans		763		6,685		—		7,448		277
Consumer loans		—		190		—		190		1
Total	$	870	$	19,930	$	—	$	20,800	$	2,345
Loans:
Real estate loans:
Residential properties	$	2,897	$	3,012,203	$	—	$	3,015,100	$	189,339
Commercial properties		6,689		824,026		3,327		834,042		201,370
Land		—		69,476		781		70,257		28,660
Commercial and industrial loans		9,316		590,489		408		600,213		24,143
Consumer loans		—		16,273		—		16,273		253
Total	$	18,902	$	4,512,467	$	4,516	$	4,535,885	$	443,765

The column labeled “Unaccreted Credit Component Other Loans” represents the amount of unaccreted credit component discount for the other loans acquired in a business combination, and the stated principal balance of the related loans. The discount is equal to 0.53% of the stated principal balance of these loans as of December 31, 2019. In addition to this unaccreted credit component discount, an additional $0.3 million of ACL has been provided for these loans as of December 31, 2019.

Assets that were previously accounted for as PCI under ASC 310-30 are accounted for as PCD assets under the new impairment standard. When instruments that were accounted for as PCI are transitioned to the new PCD model, a

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

“gross up” is recorded to the amortized cost basis of the asset and the allowance for credit losses of these instruments. If any noncredit discount still exists, it is accredited to interest income using the interest method.

The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. This analysis typically includes larger, non-homogeneous loans such as loans secured by multifamily or commercial real estate and commercial and industrial loans. This analysis is performed on an ongoing basis as new information is obtained. The Bank uses the following definitions for risk ratings:

Pass: Loans classified as pass are strong credits with no existing or known potential weaknesses deserving of management’s close attention.

Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. PCD (PCI prior to January 1, 2020) loans are classified as substandard loans.

Loans individually evaluated: Substandard loans and other TDR loans are individually evaluated for credit losses and are broken out separately in the table below.

Loans listed as pass include larger non-homogeneous loans not meeting the risk rating definitions above and smaller, homogeneous loans not assessed on an individual basis.

Based on the most recent analysis performed, the risk category of loans by class of loans is as follows as of:


							Loans Individually
(dollars in thousands)	Pass		Special Mention		Substandard Loans		Evaluated		Total
June 30, 2020:
Real estate loans:
Residential properties	$	3,383,143	$	—	$	7,170	$	5,556	$	3,395,869
Commercial properties		760,071		663		7,659		6,546		774,939
Land		64,594		—		—		500		65,094
Commercial and industrial loans		859,832		5,824		3,741		6,067		875,464
Consumer loans		18,623		—		—		17		18,640
Total	$	5,086,263	$	6,487	$	18,570	$	18,686	$	5,130,006
December 31, 2019:
Real estate loans:
Residential properties	$	3,012,203	$	—	$	—	$	2,897	$	3,015,100
Commercial properties		821,425		679		5,249		6,689		834,042
Land		69,476		—		781		—		70,257
Commercial and industrial loans		579,153		8,202		3,542		9,316		600,213
Consumer loans		16,273		—		—		—		16,273
Total	$	4,498,530	$	8,881	$	9,572	$	18,902	$	4,535,885

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

The risk categories of loans based on year of origination, with classified loans defined as special mention loans, substandard loans and loans individually evaluated as of June 30, 2020, are as follows:


													Revolving
(dollars in thousands)	2020		2019		2018		2017		2016		Prior		Loans		Total
Loans secured by Real Estate:
Residential
Multifamily
Pass	$	714,812	$	694,794	$	590,767	$	326,321	$	156,876	$	72,762	$	—	$	2,556,332
Classified		—		—		—		—		—		—		—		—
Total	$	714,812	$	694,794	$	590,767	$	326,321	$	156,876	$	72,762	$	—	$	2,556,332

Single Family
Pass	$	75,833	$	103,177	$	142,061	$	127,670	$	128,707	$	222,836	$	26,527	$	826,811
Classified		—		—		—		1,971		—		7,763		2,992		12,726
Total	$	75,833	$	103,177	$	142,061	$	129,641	$	128,707	$	230,599	$	29,519	$	839,537

Commercial Real Estate
Pass	$	7,753	$	108,580	$	141,335	$	137,158	$	135,078	$	230,167	$	—	$	760,071
Classified		—		44		—		2,397		2,542		9,885		—		14,868
Total	$	7,753	$	108,624	$	141,335	$	139,555	$	137,620	$	240,052	$	—	$	774,939

Land and Constructions
Pass	$	—	$	14,647	$	25,798	$	22,311	$	783	$	1,055	$	—	$	64,594
Classified		—		—		500		—		—		—		—		500
Total	$	—	$	14,647	$	26,298	$	22,311	$	783	$	1,055	$	—	$	65,094

Commercial
Pass	$	304,033	$	185,354	$	83,577	$	21,366	$	18,864	$	21,684	$	224,954	$	859,832
Classified		826		4,090		2,570		704		2,300		283		4,859		15,632
Total	$	304,859	$	189,444	$	86,147	$	22,070	$	21,164	$	21,967	$	229,813	$	875,464

Consumer
Pass	$	1,704	$	—	$	1,430	$	5	$	7,061	$	134	$	8,289	$	18,623
Classified		—		—		—		17		—		—		—		17
Total	$	1,704	$	—	$	1,430	$	22	$	7,061	$	134	$	8,289	$	18,640

Total loans
Pass	$	1,104,135	$	1,106,552	$	984,968	$	634,831	$	447,369	$	548,638	$	259,770	$	5,086,263
Classified		826		4,134		3,070		5,089		4,842		17,931		7,851		43,743
Total	$	1,104,961	$	1,110,686	$	988,038	$	639,920	$	452,211	$	566,569	$	267,621	$	5,130,006

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

Loans evaluated individually and any related allowance are as follows as of:


	With No Allowance Recorded				With an Allowance Recorded
	Unpaid				Unpaid
	Principal		Recorded		Principal		Recorded		Related
(dollars in thousands)	Balance		Investment		Balance		Investment		Allowance
June 30, 2020:
Real estate loans:
Residential properties	$	4,849	$	4,803	$	801	$	753	$	32
Commercial properties		5,686		5,398		1,148		1,148		101
Land		500		500		—		—		—
Commercial and industrial loans		3,405		3,046		3,207		3,021		778
Consumer loans		17		17		—		—		—
Total	$	14,457	$	13,764	$	5,156	$	4,922	$	911
December 31, 2019:
Real estate loans:
Residential properties	$	2,970	$	2,897	$	—	$	—	$	—
Commercial properties		5,683		5,456		1,188		1,188		107
Land		—		—		—		—		—
Commercial and industrial loans		6,485		5,708		3,764		3,653		763
Total	$	15,138	$	14,061	$	4,952	$	4,841	$	870

The weighted average annualized average balance of the recorded investment for these loans, beginning from when the loan became classified as a loan individually evaluated, and any interest income recorded on these loans after they became classified as a loan individually evaluated is as follows for the:


	Six Months Ended				Year Ended
	June 30, 2020				December 31, 2019
	Average				Average
	Recorded		Interest		Recorded		Interest
(dollars in thousands)	Investment		Income		Investment		Income
Real estate loans:
Residential properties	$	6,316	$	26	$	1,765	$	13
Commercial properties		10,925		118		8,889		341
Land		165				523		—
Commercial and industrial loans		12,450		891		10,608		11
Consumer loans		25		—		—		—
Total	$	29,881	$	1,035	$	21,785	$	365

There was no interest income recognized on a cash basis in either 2020 or 2019 on these loans.

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses and the related ACL allocated to these loans:


					Equipment/					ACL
(dollars in thousands)	Real Estate		Cash		Receivables		Total			Allocation
June 30, 2020:
Loans secured by Real Estate:
Residential properties
Single family	$	3,649	$	—	$	—	$	3,649	$	—
Commercial real estate loans		421		—		—		421		—
Land		500		—		—		500		—
Commercial loans		1,039		250		1,180		2,469		116
Consumer loans		—		18		—		18		—
Total	$	5,609	$	268	$	1,180	$	7,057	$	116

NOTE 6: LOAN SALES AND MORTGAGE SERVICING RIGHTS

In 2019, FFB recognized $4.2 million of gains on the sale of $549 million of multifamily loans. For sales of multifamily loans, FFB retained servicing rights for the majority of these loans and recognized mortgage servicing rights as part of the transactions. As of June 30, 2020 and December 31, 2019, mortgage servicing rights were $5.8 million and $7 million, respectively and the amount of loans serviced for others totaled $1.4 billion at June 30, 2020 and $1.7 billion at December 31, 2019. The $5.8 million in mortgage servicing rights as of June 30, 2020 is net of a $0.5 million valuation allowance. Servicing fees for the six months ended June 30, 2020, and in 2019 were $0.3 million and $0.8 million, respectively.

NOTE 7: DEPOSITS

The following table summarizes the outstanding balance of deposits and average rates paid thereon as of:


	June 30, 2020				December 31, 2019
			Weighted				Weighted
(dollars in thousands)	Amount		Average Rate		Amount		Average Rate
Demand deposits:
Noninterest-bearing	$	1,770,382	—		$	1,192,481	—
Interest-bearing		411,053	0.308	%		386,276	0.635	%
Money market and savings		1,643,871	0.799	%		1,334,736	1.355	%
Certificates of deposits		1,822,535	1.277	%		1,977,651	1.971	%
Total	$	5,647,841	0.667	%	$	4,891,144	1.217	%

At June 30, 2020, of the $553 million of certificates of deposits of $250,000 or more, $546 million mature within one year and $7 million mature after one year. Of the $1.3 billion of certificates of deposit of less than $250,000, $1.3 billion mature within one year and $16 million mature after one year. At December 31, 2019, of the $472 million of certificates of deposits of $250,000 or more, $471 million mature within one year and $0.8 million mature after one year. Of the $1.5 billion of certificates of deposit of less than $250,000, $1.5 billion mature within one year and $13 million mature after one year.

NOTE 8: BORROWINGS

At June 30, 2020, our borrowings consisted of $750 million in FHLB term advances at the Bank, $10 million in FHLB zero interest advances, and $4.6 million of borrowings under a holding company line of credit. At

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

December 31, 2019, our borrowings consisted of $233 million of overnight FHLB advances at the Bank, a $500 million FHLB term advance at the Bank, and $10 million of borrowings under a holding company line of credit. The $500 million and $250 million FHLB term advances outstanding at June 30, 2020 mature in September 2020 and April 2021, and bear interest rates of 1.77% and 0.47%, respectively. The two $5 million zero interest advances outstanding at June 30, 2020 mature in October 2020 and April 2021. At June 30, 2020, the interest rate on the holding company line of credit was 4.93%.

FHLB advances are collateralized primarily by loans secured by multifamily and commercial real estate properties with a carrying value of $3.8 billion as of June 30, 2020. As a matter of practice, the Bank provides substantially all of its qualifying loans as collateral to the FHLB or the Federal Reserve Bank. The Bank’s total borrowing capacity from the FHLB at June 30, 2020 was $1.7 billion. In addition to the $760 million borrowing at June 30, 2020, the Bank had in place $282 million of letters of credit from the FHLB which are used to meet collateral requirements for borrowings from the State of California and local agencies.

During 2017, FFI entered into a loan agreement with an unaffiliated lender that provides for a revolving line of credit for up to $40 million. The loan agreement matures in five years, with an option to extend the maturity date subject to certain conditions, and bears interest at 90 day LIBOR plus 350 basis points (3.50%). FFI’s obligations under the loan agreement are secured by, among other things, a pledge of all of its equity in FFB. We are required to meet certain financial covenants during the term of the loan, including minimum capital levels and limits on classified assets. As of December 31, 2019 and June 30, 2020, FFI was in compliance with the covenants on this loan agreement.

The Bank also has $195 million available borrowing capacity through unsecured fed funds lines, ranging in size from $20 million to $100 million, with five other financial institutions, and a $217 million secured line with the Federal Reserve Bank. None of these lines had outstanding borrowings as June 30, 2020. Combined, the Bank’s unused lines of credit as of June 30, 2020 and December 31, 2019 were $2 billion and $1.4 billion, respectively. The average balance of overnight borrowings during the first six months of 2020 was $88 million, as compared to $413 million during all of 2019.

NOTE 9: LEASES

The Company leases certain facilities for its corporate offices and branch operations under non-cancelable operating leases that expire through 2026. All leases were classified as operating leases and therefore, were previously not recognized on the Company’s consolidated balance sheet. With the adoption of Topic 842, operating lease agreements are required to be recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and a corresponding lease liability.

Certain leases include options to renew, with renewal terms that can extend the lease term. The depreciable life of leased assets is limited by the expected lease term.

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

Supplemental lease information at or for the six months ended June 30, 2020 is as follows:


(dollars in thousands)
Balance Sheet:
Operating lease asset classified as other assets	$	16,943
Operating lease liability classified as other liabilities		18,265

Income Statement:
Operating lease cost classified as occupancy and equipment expense	$	2,959

Weighted average lease term, in years		3.94
Weighted average discount rate		5.29	%
Operating cash flows	$	2,905

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include one or more options to renew at the Company’s discretion. Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used.

The table below summarizes the maturity of remaining lease liabilities at June 30, 2020:


(dollars in thousands)
2020	$	3,236
2021		6,292
2022		5,344
2023		2,526
2024 and after		4,345
Total future minimum lease payments	$	21,743
Discount on cash flows		(3,478)
Total lease liability	$	18,265

NOTE 10: EARNINGS PER SHARE

Basic earnings per share excludes dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if contracts to issue common stock were exercised or converted into common stock that would then share in earnings. The following table sets forth the Company’s unaudited earnings per share calculations for the quarters and six months ended June 30:


	Quarter Ended				Quarter Ended
	June 30, 2020				June 30, 2019
(dollars in thousands, except per share amounts)	Basic		Diluted		Basic		Diluted
Net income	$	17,854	$	17,854	$	12,410	$	12,410
Basic common shares outstanding		44,620,716		44,620,716		44,625,673		44,625,673
Effect of contingent shares issuable								1,592
Effect of options and restricted stock				191,653				267,455
Diluted common shares outstanding				44,812,369				44,894,720
Earnings per share	$	0.40	$	0.40	$	0.28	$	0.28

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED


	Six Months Ended				Six Months Ended
	June 30, 2020				June 30, 2019
(dollars in thousands, except share and per share amounts)	Basic		Diluted		Basic		Diluted
Net income	$	31,065	$	31,065	$	23,669	$	23,669
Basic common shares outstanding		44,645,189		44,645,189		44,583,503		44,583,503
Effect of contingent shares issuable				—				1,592
Effect of options and restricted stock				237,331				261,684
Diluted common shares outstanding				44,882,520				44,846,779
Earnings per share	$	0.70	$	0.69	$	0.53	$	0.53

Based on a weighted average basis, restricted stock units to purchase 59,375 shares of common stock were excluded for the six months ended June 30, 2020, because their effect would have been anti-dilutive.

NOTE 11: SEGMENT REPORTING

For the three and six months ended June 30, 2020 and 2019, the Company had two reportable business segments: Banking (FFB and FFIS) and Wealth Management (FFA). The results of FFI and any elimination entries are included in the column labeled Other. The following tables show key operating results for each of our business segments used to arrive at our consolidated totals for the following periods:


			Wealth
(dollars in thousands)	Banking		Management		Other		Total
Quarter ended June 30, 2020:
Interest income	$	61,932	$	—	$	—	$	61,932
Interest expense		13,435		—		50		13,485
Net interest income		48,497		—		(50)		48,447
Provision for credit losses		1,367		—		—		1,367
Noninterest income		3,635		5,631		(297)		8,969
Noninterest expense		25,042		5,404		491		30,937
Income (loss) before taxes on income	$	25,723	$	227	$	(838)	$	25,112
Quarter ended June 30, 2019:
Interest income	$	63,308	$	—	$	—	$	63,308
Interest expense		21,322		—		99		21,421
Net interest income		41,986		—		(99)		41,887
Provision for credit losses		1,231		—		—		1,231
Noninterest income		3,471		5,982		(322)		9,131
Noninterest expense		25,801		5,567		914		32,282
Income (loss) before taxes on income	$	18,425	$	415	$	(1,335)	$	17,505

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED


			Wealth
(dollars in thousands)	Banking		Management		Other		Total
Six Months Ended June 30, 2020:
Interest income	$	124,270	$	—	$	—	$	124,270
Interest expense		30,875		—		80		30,955
Net interest income		93,395		—		(80)		93,315
Provision for credit losses		5,431		—		—		5,431
Noninterest income		8,294		12,119		(769)		19,644
Noninterest expense		51,286		11,569		954		63,809
Income (loss) before taxes on income	$	44,972	$	550	$	(1,803)	$	43,719
Six Months Ended June 30, 2019:
Interest income	$	123,852	$	—	$	—	$	123,852
Interest expense		40,804		—		114		40,918
Net interest income		83,048		—		(114)		82,934
Provision for credit losses		1,771		—		—		1,771
Noninterest income		6,465		11,713		(582)		17,596
Noninterest expense		52,388		11,085		1,754		65,227
Income (loss) before taxes on income	$	35,354	$	628	$	(2,450)	$	33,532

NOTE 12: SUBSEQUENT EVENTS

Cash Dividend

On July 21, 2020, the Board of Directors of the Company declared a quarterly cash dividend of $0.07 per common share to be paid on August 17, 2020 to stockholders of record as of the close of business on August 3, 2020.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to facilitate the understanding and assessment of significant changes and trends in our businesses that accounted for the changes in our results of operations in the three and six months ended June 30, 2020 as compared to our results of operations in the three and six months ended June 30, 2019; and our financial condition at June 30, 2020 as compared to our financial condition at December 31, 2019. This discussion and analysis is based on and should be read in conjunction with our consolidated financial statements and the accompanying notes thereto contained elsewhere in this report and our audited consolidated financial statements for the year ended December 31, 2019, and the notes thereto, which are set forth in Item 8 of our Annual Report on Form 10-K (our “2019 10-K”) which we filed with the Securities and Exchange Commission (“SEC”) on March 2, 2020.

Forward-Looking Statements

Statements contained in this report that are not historical facts or that discuss our expectations, beliefs or views regarding our future financial performance or future financial condition, or financial or other trends in our business or in the markets in which we operate, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “forecast” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Such forward-looking statements are based on current information that is available to us, and on assumptions that we make, about future events or economic or financial conditions or trends over which we do not have control. In addition, our businesses and the markets in which we operate are subject to a number of risks and uncertainties. Those risks and uncertainties, and unexpected future events, could cause our financial condition or actual operating results in the future to differ, possibly significantly, from our expected financial condition and operating results that are set forth in the forward-looking statements contained in this report.

The principal risks and uncertainties to which our businesses are subject are discussed in this Item 2 and under the heading “Risk Factors” in our 2019 10-K and in this report. Therefore, you are urged to read not only the information contained in this Item 2, but also the risk factors and other cautionary information contained under the heading “Risk Factors” in our 2019 10-K and in this report, which qualify the forward-looking statements contained in this report.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and may continue to adversely affect, our business, operations, financial performance and prospects. Even after the COVID-19 pandemic subsides, it is possible that the U.S. and other major economies experience or continue to experience a prolonged recession, which could materially and adversely affect our business, operations, financial performance and prospects. Statements about the effects of the COVID-19 pandemic on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us.

Due to these risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements contained in this report and not to make predictions about our future financial performance based solely on our historical financial performance. We also disclaim any obligation to update forward-looking statements contained in this report or in our 2019 10-K, except as may otherwise be required by applicable law or government regulations.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and accounting practices in the banking industry. Certain of those accounting policies are considered critical accounting policies, because they require us to make estimates and assumptions regarding

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circumstances or trends that could materially affect the value of those assets, such as economic conditions or trends that could impact our ability to fully collect our loans or ultimately realize the carrying value of certain of our other assets. Those estimates and assumptions are made based on current information available to us regarding those economic conditions or trends or other circumstances. If changes were to occur in the events, trends or other circumstances on which our estimates or assumptions were based, or other unanticipated events were to occur that might affect our operations, we may be required under GAAP to adjust our earlier estimates and to reduce the carrying values of the affected assets on our balance sheet, generally by means of charges against income, which could also affect our results of operations in the fiscal periods when those charges are recognized.

Allowance for Credit Losses. We adopted CECL to compute our ACL on January 1, 2020. Our ACL is established through a provision for credit losses charged to expense and may be reduced by a recapture of previously established loss reserves, which are also reflected in the income statement. Loans are charged against the ACL when management believes that collectability of the principal is unlikely. The CECL model requires the ACL to cover estimated credit losses expected over the life of an exposure. This evaluation takes into consideration such factors as current economic projections, projected payment estimates, changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and certain other factors that may affect the borrower’s ability to pay. While we use the best information available to make this evaluation, future adjustments to our ACL may be necessary if there are significant changes in economic or other conditions that can affect the collectability in full of loans in our loan portfolio.

Utilization and Valuation of Deferred Income Tax Benefits. We record as a “deferred tax asset” on our balance sheet an amount equal to the tax credit and tax loss carryforwards and tax deductions (collectively “tax benefits”) that we believe will be available to us to offset or reduce income taxes in future periods. Under applicable federal and state income tax laws and regulations, tax benefits related to tax loss carryforwards will expire if they cannot be used within specified periods of time. Accordingly, the ability to fully use our deferred tax asset related to tax loss carryforwards to reduce income taxes in the future depends on the amount of taxable income that we generate during those time periods. At least once each year, or more frequently, if warranted, we make estimates of future taxable income that we believe we are likely to generate during those future periods. If we conclude, on the basis of those estimates and the amount of the tax benefits available to us, that it is more likely than not that we will be able to fully utilize those tax benefits prior to their expiration, we recognize the deferred tax asset in full on our balance sheet. On the other hand, if we conclude on the basis of those estimates and the amount of the tax benefits available to us that it has become more likely than not that we will be unable to utilize those tax benefits in full prior to their expiration, then we would establish a valuation allowance to reduce the deferred tax asset on our balance sheet to the amount with respect to which we believe it is still more likely than not that we will be able to use to offset or reduce taxes in the future. The establishment of such a valuation allowance, or any increase in an existing valuation allowance, would be effectuated through a charge to the provision for income taxes or a reduction in any income tax credit for the period in which such valuation allowance is established or increased.

We have two business segments, “Banking” and “Wealth Management.” Banking includes the operations of FFB and FFIS 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.

Overview and Recent Developments

The COVID-19 pandemic has caused economic and social disruption on an unprecedented scale. While some industries have been impacted more severely than others, all businesses have been impacted to some degree. This disruption has resulted in the shuttering of businesses across the country, significant job loss, and aggressive measures by the federal government.

Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout. Most notably, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law at the end of March 2020 as a $2 trillion legislative package. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The package also includes extensive emergency funding for hospitals and providers. In addition to the general impact of COVID-19, certain provisions of the CARES Act as well as other recent legislative and regulatory

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relief efforts could have a material impact on our operations and financial results. The following is a list of the impacts that are considered significant at this time.

In response to the potential impact on liquidity resulting from the COVID-19 pandemic and to encourage banks to work with borrowers, FASB issued accounting guidelines that do not require forbearance or restructuring of loans completed as a result of the COVID-19 pandemic to be classified as troubled debt restructures.

Upon the World Health Organization’s pandemic declaration, we implemented our Pandemic Response Business Continuity Plan, under which we moved approximately 60% of our corporate employees to a remote working strategy and implemented protocols for the safety of our clients and employees. The transition to working remotely was achieved within a week and did not require any significant costs due to our existing technology platform in place. Additional costs associated with the safety protocols, such as additional cleaning and supplies has been offset by reduced costs for parking, meals, entertainment and travel. We have implemented alternative procedures, such as electronic signatures and approvals, to maintain effective internal controls over our financial reporting processes.

Our financial position and results of operations through the first two quarters of 2020 have been impacted by increases in the allowance for credit losses as current economic projections, used in our CECL modeling, contemplate a significant adverse impact on the economy in the coming months resulting in higher estimates of credit losses. Due to the significant decrease in rates, our funding costs started to decline in March and are expected to decline over the course of the year if the current interest rate environment persists.

Potential impacts to our future financial position and results of operation include:

●

Continuing adverse impacts of loan performance, including increased levels of chargeoffs and the need for additional allowance for credit loss reserves.

●

Origination of loans under the Paycheck Protection Program (“the PPP”) administered by the Small Business Administration. These loans bear interest at 1%, are for a term of two years and we are paid a fee for originating these loans, which we expect to average between 2.5% to 3%. While uncertain at this time, we anticipate a significant portion of these loans will be repaid within 90 days from the time the SBA forgiveness process commences.

●

Continuing low levels of funding costs due to the expected continuation of the current low interest rate environment.

●

After funding of existing pipelines, expectations of significantly lower origination volumes due in part to the large credit spreads on certain lending and investment security products.

●

The issuance of forbearance agreements to accommodate our borrowers. We have received and granted requests for forbearance on certain commercial loans, primarily to smaller businesses. However, we do require documentation of financial difficulty before granting a request, and we do not expect a significant level of forbearance activity in our loans secured by multifamily or single family real estate. The change in accounting guidelines that do not require forbearance or restructuring of loans completed as a result of the COVID 19 pandemic to be classified as troubled debt restructures will minimize the financial impact of these accommodations.

●

Due to higher credit spreads, the probability of completing a loan sale and securitization in the third quarter of 2020 has decreased, and the level of expected gain is uncertain. If the sale does not occur, our balance sheet will remain at higher levels reducing our liquidity and capital levels.

●

Pricing volatility of our AFS securities portfolio.

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●

Potential servicing advances required under our loan servicing agreements if borrowers are granted forbearances or do not pay their loans on a timely basis.

As previously mentioned, our funding costs have and are expected to continue to decrease. We do not expect any significant impact to our liquidity or contingent liquidity sources at this time. Due to available funding sources, we do not expect reduced cash flows caused by forbearances, loans issued under the PPP, servicing advances or increases in delinquencies to have a material adverse impact on our liquidity position.

Our results of operations for the first six months of 2020 include:

●

Total loans, including loans held for sale, increased $614 million in the six months ended June 30, 2020 as a result of $1.4 billion of originations, that included $171 million of PPP loans, which were partially offset by payoffs or scheduled payments of $760 million.

●

During the six months ended June 30, 2020, total deposits increased by $757 million and total revenues (net interest income and noninterest income) increased by 12% when compared to the six months ended June 30, 2019.

Results of Operations

The primary sources of revenue for Banking are net interest income, fees from its deposits and trust services, gains on sales of loans, certain loan fees, and consulting fees. The primary sources of revenue for Wealth Management are asset management fees assessed on the balance of assets under management (“AUM”). Compensation and benefit costs, which represent the largest component of noninterest expense, accounted for 56% and 75%, respectively, of the total noninterest expense for Banking and Wealth Management in the six months ended June 30, 2020.

The following table shows key operating results for each of our business segments for the quarter ended June 30:


			Wealth
(dollars in thousands)	Banking		Management		Other		Total
2020:
Interest income	$	61,932	$	—	$	—	$	61,932
Interest expense		13,435		—		50		13,485
Net interest income		48,497		—		(50)		48,447
Provision for credit losses		1,367		—		—		1,367
Noninterest income		3,635		5,631		(297)		8,969
Noninterest expense		25,042		5,404		491		30,937
Income (loss) before taxes on income	$	25,723	$	227	$	(838)	$	25,112
2019:
Interest income	$	63,308	$	—	$	—	$	63,308
Interest expense		21,322		—		99		21,421
Net interest income		41,986		—		(99)		41,887
Provision for credit losses		1,231		—		—		1,231
Noninterest income		3,471		5,982		(322)		9,131
Noninterest expense		25,801		5,567		914		32,282
Income (loss) before taxes on income	$	18,425	$	415	$	(1,335)	$	17,505

General. Our net income and income before taxes for the three months ended June 30, 2020 were $17.9 million and $25.1 million, respectively, as compared to $12.4 million and $17.5 million, respectively, for the three months ended June 30, 2019. The $7.6 million increase in income before taxes was the result of a $7.3 million increase in income before taxes for Banking, a $0.1 million decrease in income before taxes for Wealth Management and a $ 0.4 million decrease in corporate noninterest expenses. The increase in Banking was due to higher net interest income, higher noninterest income and lower noninterest expenses, partially offset by a higher provision for credit losses. The decrease in Wealth Management was due to lower noninterest income, offset partially by lower noninterest expenses.

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The following table shows key operating results for each of our business segments for the six months ended June 30:


			Wealth
(dollars in thousands)	Banking		Management		Other		Total
2020:
Interest income	$	124,270	$	—	$	—	$	124,270
Interest expense		30,875		—		80		30,955
Net interest income		93,395		—		(80)		93,315
Provision for credit losses		5,431		—		—		5,431
Noninterest income		8,294		12,119		(769)		19,644
Noninterest expense		51,286		11,569		954		63,809
Income (loss) before taxes on income	$	44,972	$	550	$	(1,803)	$	43,719
2019:
Interest income	$	123,852	$	—	$	—	$	123,852
Interest expense		40,804		—		114		40,918
Net interest income		83,048		—		(114)		82,934
Provision for credit losses		1,771		—		—		1,771
Noninterest income		6,465		11,713		(582)		17,596
Noninterest expense		52,388		11,085		1,754		65,227
Income (loss) before taxes on income	$	35,354	$	628	$	(2,450)	$	33,532

General. Our net income and income before taxes in the six months ended June 30, 2020 were $31.1 million and $43.7 million, respectively, as compared to $23.7 million and $33.5 million, respectively, in the first six months of 2019. The $10.2 million increase in income before taxes was the result of a $9.6 million increase in income before taxes for Banking, a $0.1 million decrease in income before taxes for Wealth Management, and a $0.8 million decrease in corporate noninterest expenses. The increase in Banking was due to higher net interest income, higher noninterest income and lower noninterest expenses, partially offset by a higher provision for credit losses. The decrease in Wealth Management was due to lower noninterest income.

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Net Interest Income. The following tables set forth, for the periods indicated, information regarding (i) the total dollar amount of interest income from interest-earning assets and the resultant average yields on those assets; (ii) the total dollar amount of interest expense and the average rate of interest on our interest-bearing liabilities; (iii) net interest income; (iv) net interest rate spread; and (v) net yield on interest-earning assets:


	Quarter Ended June 30:
	2020						2019
	Average				Average		Average				Average
(dollars in thousands)	Balances		Interest		Yield /Rate		Balances		Interest		Yield /Rate
Interest-earning assets:
Loans	$	5,475,796	$	55,134	4.03	%	$	5,064,903	$	56,510	4.46	%
Securities		919,788		6,539	2.84	%		779,903		6,186	3.17	%
FHLB stock, fed funds, and deposits		154,728		259	0.67	%		48,154		612	5.10	%
Total interest-earning assets		6,550,312		61,932	3.78	%		5,892,960		63,308	4.30	%
Noninterest-earning assets:
Nonperforming assets		10,817						15,077
Other		181,459						189,141
Total assets	$	6,742,588					$	6,097,178
Interest-bearing liabilities:
Demand deposits	$	373,231	$	370	0.40	%	$	317,117	$	763	0.97	%
Money market and savings		1,481,521		3,129	0.85	%		1,176,189		3,676	1.25	%
Certificates of deposit		1,937,245		7,415	1.54	%		2,007,518		11,857	2.37	%
Total interest-bearing deposits		3,791,997		10,914	1.16	%		3,500,824		16,296	1.87	%
Borrowings		810,844		2,571	1.28	%		798,609		5,125	2.57	%
Total interest-bearing liabilities		4,602,841		13,485	1.18	%		4,299,433		21,421	2.00	%
Noninterest-bearing liabilities:
Demand deposits		1,442,333						1,175,707
Other liabilities		70,984						51,260
Total liabilities		6,116,158						5,526,400
Shareholders’ equity		626,430						570,778
Total liabilities and equity	$	6,742,588					$	6,097,178
Net Interest Income			$	48,447					$	41,887
Net Interest Rate Spread					2.61	%					2.30	%
Net Yield on Interest-earning Assets					2.96	%					2.84	%

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	Six Months Ended June 30:
	2020						2019
	Average				Average		Average				Average
(dollars in thousands)	Balances		Interest		Yield /Rate		Balances		Interest		Yield /Rate
Interest-earning assets:
Loans	$	5,278,974	$	110,018	4.17	%	$	4,951,044	$	110,345	4.46	%
Securities		959,707		13,536	2.82	%		791,141		12,351	3.12	%
FHLB stock, fed funds and deposits		108,374		716	1.33	%		48,475		1,156	4.81	%
Total interest-earning assets		6,347,055		124,270	3.92	%		5,790,660		123,852	4.28	%
Noninterest-earning assets:
Nonperforming assets		11,371						13,659
Other		177,693						186,626
Total assets	$	6,536,119					$	5,990,945
Interest-bearing liabilities:
Demand deposits	$	366,321		1,096	0.60	%	$	315,111		1,495	0.96	%
Money market and savings		1,427,421		7,524	1.06	%		1,175,020		7,026	1.21	%
Certificates of deposit		1,955,210		16,940	1.74	%		2,012,864		23,223	2.33	%
Total interest-bearing deposits		3,748,952		25,560	1.37	%		3,502,995		31,744	1.83	%
Borrowings		746,890		5,395	1.45	%		718,269		9,174	2.58	%
Total interest-bearing liabilities		4,495,842		30,955	1.38	%		4,221,264		40,918	1.95	%
Noninterest-bearing liabilities:
Demand deposits		1,354,331						1,150,155
Other liabilities		64,009						54,650
Total liabilities		5,914,182						5,426,069
Stockholders’ equity		621,937						564,876
Total liabilities and equity	$	6,536,119					$	5,990,945
Net Interest Income			$	93,315					$	82,934
Net Interest Rate Spread					2.53	%					2.33	%
Net Yield on Interest-earning Assets					2.94	%					2.86	%

Net interest income is impacted by the volume (changes in volume multiplied by prior rate), interest rate (changes in rate multiplied by prior volume) and mix of interest-earning assets and interest-bearing liabilities. Variances attributable to both rate and volume changes, calculated by multiplying the change in rates by the change in average balances, have been allocated to the rate variance. The following table provides a breakdown of the changes in net interest income due to volume and rate changes for the three and six months ended June 30, 2020, as compared to the corresponding periods in 2019:


	Quarter Ended							Six Months Ended
	June 30, 2020 vs.2019						June 30, 2020 vs.2019
	Increase (Decrease) due to						Increase (Decrease) due to
(dollars in thousands)	Volume		Rate		Total		Volume		Rate		Total
Interest earned on:
Loans	$	4,359	$	(5,735)	$	(1,376)	$	7,072	$	(7,399)	$	(327)
Securities		1,036		(683)		353		2,450		(1,265)		1,185
FHLB stock, fed funds and deposits		512		(865)		(353)		782		(1,222)		(440)
Total interest-earning assets		5,907		(7,283)		(1,376)		10,304		(9,886)		418
Interest paid on:
Demand deposits		119		(512)		(393)		222		(621)		(399)
Money market and savings		811		(1,358)		(547)		1,415		(917)		498
Certificates of deposit		(412)		(4,030)		(4,442)		(585)		(5,698)		(6,283)
Borrowings		78		(2,632)		(2,554)		379		(4,158)		(3,779)
Total interest-bearing liabilities		596		(8,532)		(7,936)		1,431		(11,394)		(9,963)
Net interest income	$	5,311	$	1,249	$	6,560	$	8,873	$	1,508	$	10,381

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Net interest income for Banking increased 16% from $42.0 million in the second quarter of 2019, to $48.5 million in the second quarter of 2020 due to an 11% increase in interest-earning assets and an increase in the net interest rate spread. The net interest rate spread increased from 2.30% in the second quarter of 2019 to 2.61% in the second quarter of 2020 due to a decrease in the cost of interest-bearing liabilities from 2.00% in the second quarter of 2019 to 1.18% in the second quarter of 2020, which was partially offset by a decrease in yield on interest-earning assets from 4.30% in the second quarter of 2019 to 3.78% in the second quarter of 2020. The decrease in the cost of interest-bearing liabilities was due to decreased costs of interest-bearing deposits, resulting from decreases in deposit market rates, and decreased costs of borrowings as the average rate on FHLB advances and other overnight borrowings increased from 2.54% in the second quarter of 2019 to 1.26% in the second quarter of 2020. The yield on interest-earning assets decreased from 4.30% in the second quarter of 2019 to 3.78% in the second quarter of 2020 due to decreases in yields on loans and securities and an increase in the proportion of lower yielding securities and deposits to total interest-earning assets. The yield on loans decreased due to accelerated payoffs of higher yielding loans during the last year and the decrease in market rates, which resulted in lower rates on loans added to the portfolio. The yield on securities decreased due to the purchase of $576 million of securities in the third quarter of 2019 at current market rates, which were lower than the overall yield realized in 2019. The average balance outstanding under the holding company line of credit decreased from $6.5 million in the second quarter of 2019 to $4.1 million in the second quarter of 2020, resulting in a $0.1 million decrease in corporate interest expense.

Net interest income for Banking increased 12% from $83.0 million in the first six months of 2019, to $93.4 million in the first six months of 2020 due primarily to a 10% increase in interest-earning assets. On a consolidated basis our net yield on interest earning assets was 2.94% for the first six months of 2020 as compared to 2.86% in the first six months of 2019. This increase was due to an increase in the net interest rate spread, from 2.33% in the first six months of 2019 to 2.53% in the first six months of 2020. The increase in the net interest rate spread was due to a decrease in the cost of interest-bearing liabilities, from 1.95% in the first six months of 2019, to 1.38% in the first six months of 2020, which was partially offset by a decrease in yield on total interest-earning assets, from 4.28% in the first six months of 2019, to 3.92% in the first six months of 2020. The decrease in the cost of interest-bearing liabilities was due to decreased costs of interest-bearing deposits, resulting from decreases in deposit market rates, and decreased costs of borrowings, as the average rate on FHLB advances and other overnight borrowings decreased from 2.56% in the first six months of 2019 to 1.44% in the first six months of 2020. The yield on interest-earning assets decreased as new loans added to the portfolio bear interest rates lower than the current portfolio rates, due to decreases in market rates. The average balance outstanding under the holding company line of credit decreased from $3.8 million in the first six months of 2019 to $3.2 million in the first six months of 2020.

Provision for credit losses. The provision for credit losses represents our estimate of the amount necessary to be charged against the current period’s earnings to maintain the ACL at a level that we consider adequate in relation to the estimated losses inherent in the loan portfolio. The provision for credit losses is impacted by changes in loan balances as well as changes in estimated loss assumptions and charge-offs and recoveries. The amount of the provision also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, current economic conditions and certain other subjective factors that may affect the ability of borrowers to meet their repayment obligations to us. For the quarter and six months ended June 30, 2020, we recorded provisions for credit losses of $1.4 million and $5.4 million, respectively, as compared to $1.2 million and $1.8 million, respectively, for the quarter and six months ended June 30, 2019. Net chargeoffs against the ACL were $0.4 million and $0.5 million for the quarter and six months ended June 30, 2020, respectively, as compared to $0.2 million and $0.6 for the quarter and six months ended June 30, 2019. The $5.4 million provision for credit losses in the first six months of 2020 was impacted by the adverse change in economic conditions required to be contemplated under CECL, and $2.4 million in provisions due to a change in expected cash flows of an interest only strip security.

Noninterest income. Noninterest income for Banking includes fees charged to clients for trust services and deposit services, consulting fees, prepayment and late fees charged on loans, gain on sale of loans, and gains and losses from

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capital market activities and insurance commissions. The following table provides a breakdown of noninterest income for Banking for the three and six months ended June 30, 2020 and 2019.


(dollars in thousands)	2020		2019
Quarter Ended June 30:
Trust fees	$	1,232	$	1,300
Loan related fees		1,818		1,452
Deposit charges		268		216
Consulting fees		114		99
Other		203		404
Total noninterest income	$	3,635	$	3,471

Six Months Ended June 30:
Trust fees	$	2,696	$	2,485
Loan related fees		4,391		2,597
Deposit charges		591		418
Consulting fees		200		205
Other		416		760
Total noninterest income	$	8,294	$	6,465

Noninterest income for Banking in the three and six months ended June 30, 2020 were $0.2 and $1.8 million higher than the three and six months ended June 30, 2019, respectively, due to loan fees, including prepayment and servicing fees. The increase in loan fees was due primarily to higher prepayment fees and higher servicing fees.

Noninterest income for Wealth Management includes fees charged to high net-worth clients for managing their assets and for providing financial planning consulting services. The following table provides the amounts of noninterest income for Wealth Management for the three and six months ended June 30, 2020 and 2019:


(dollars in thousands)	2020		2019
Quarter Ended June 30:
Noninterest income	$	5,631	$	5,982

Six Months Ended June 30:
Noninterest income	$	12,119	$	11,713

Noninterest income for Wealth Management decreased by $0.3 million in the second quarter of 2020 when compared to the corresponding period in 2019 due primarily to lower levels of billable AUM in the quarter. Noninterest income for Wealth Management increased by $0.4 million in the first six months of 2020 when compared to the first six months of 2019 due primarily to higher investment management fees in the first quarter of 2020.

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Noninterest Expense. The following table provides a breakdown of noninterest expense for Banking and Wealth Management for the periods indicated:


	Banking				Wealth Management
(dollars in thousands)	2020		2019		2020		2019
Quarter Ended June 30:
Compensation and benefits	$	13,847	$	12,852	$	4,088	$	4,130
Occupancy and depreciation		5,248		4,575		567		551
Professional services and marketing		1,506		1,106		636		700
Customer service costs		1,622		4,283		—		—
Other expenses		2,819		2,985		113		186
Total noninterest expense	$	25,042	$	25,801	$	5,404	$	5,567

Six Months Ended June 30:
Compensation and benefits	$	28,680	$	27,161	$	8,670	$	8,364
Occupancy and depreciation		10,115		8,816		1,176		1,138
Professional services and marketing		2,692		2,346		1,417		1,228
Customer Service Costs		3,994		7,672		—		—
Other expenses		5,805		6,393		306		355
Total noninterest expense	$	51,286	$	52,388	$	11,569	$	11,085

Noninterest expense in Banking decreased from $25.8 million in the second quarter of 2019 to $25.0 million in the second quarter of 2020 primarily due to lower customer service costs, which were partially offset by higher compensation and benefits, and occupancy and depreciation expenses. The $2.6 million decrease in customer service costs were due to decreases in the earnings credit rates paid on deposit balances, as interest rates have declined. Compensation and benefits were $1.0 million higher due to raises effective in the first quarter of 2020 and commission costs related to higher production volume during 2020. Occupancy and depreciation costs were $0.7 million higher due primarily to higher core processing costs related to higher volumes and services added during 2020. Noninterest expenses for Wealth Management decreased by $0.2 million in the second quarter of 2020, when compared to the second quarter of 2019, due to lower compensation and benefits and professional services and marketing expenses.

Noninterest expense in Banking decreased from $52.4 million in the first six months of 2019 to $51.3 million in the first six months of 2020, due to a decrease in customer service costs, which were partially offset by increases in compensation and benefits and occupancy and depreciation. Customer service costs for Banking decreased from $7.7 million in the first six months of 2019 to $4.0 million in the first six months of 2020 due to decreases in the earnings credit rates paid on the related deposit balances, as interest rates declined during the first six months of 2020. Compensation and benefits for Banking increased $1.5 million during the first six months of 2020 as compared to the first six months of 2019 due to salary increases and an increase in the FTE in Banking, which increased to 431.1 in the first six months of 2020 from 422.8 in the first six months of 2019, as a result of the increased staffing related to additional personnel added to support the growth in loans and deposits. The $1.3 million increase in occupancy and depreciation for Banking in the first six months of 2020 as compared to the first six months of 2019 were due to higher core processing costs related to higher volumes and services added during 2019. Noninterest expenses for Wealth Management increased by $0.5 million in the first six months of 2020, when compared to the first six months of 2019, due to higher compensation and benefits and professional services and marketing expenses. Compensation and benefits were $0.3 million higher due to raises effective in the first quarter of 2020 and compensation paid on the higher levels of income. Professional services and marketing expenses were $0.2 million higher due to costs incurred on a legal matter in the first quarter of 2020.

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Financial Condition

The following table shows the financial position for each of our business segments, and of FFI and elimination entries used to arrive at our consolidated totals which are included in the column labeled Other and Eliminations, as of:


			Wealth		Other and
(dollars in thousands)	Banking		Management		Eliminations		Total
June 30, 2020:
Cash and cash equivalents	$	413,677	$	2,651	$	(2,149)	$	414,179
Securities AFS, net		861,407		—		—		861,407
Loans held for sale		527,970		—		—		527,970
Loans, net		5,108,683		—		—		5,108,683
Premises and equipment		7,426		626		136		8,188
FHLB Stock		23,598		—		—		23,598
Deferred taxes		9,036		105		53		9,194
Goodwill and intangibles		96,181		—		—		96,181
Other assets		76,841		531		14,521		91,893
Total assets	$	7,124,819	$	3,913	$	12,561	$	7,141,293

Deposits	$	5,653,863	$	—	$	(6,022)	$	5,647,841
Borrowings		760,000		—		4,600		764,600
Intercompany balances		4,265		466		(4,731)		—
Other liabilities		62,008		2,599		25,524		90,131
Shareholders’ equity		644,683		848		(6,810)		638,721
Total liabilities and equity	$	7,124,819	$	3,913	$	12,561	$	7,141,293

December 31, 2019:
Cash and cash equivalents	$	65,083	$	5,054	$	(4,750)	$	65,387
Securities AFS, net		1,014,966		—		—		1,014,966
Loans held for sale		503,036		—		—		503,036
Loans, net		4,526,833		—		—		4,526,833
Premises and equipment		7,561		658		136		8,355
FHLB Stock		21,519		—		—		21,519
Deferred taxes		10,778		133		168		11,079
Goodwill and Intangibles		97,191		—		—		97,191
Other assets		51,229		445		14,396		66,070
Total assets	$	6,298,196	$	6,290	$	9,950	$	6,314,436

Deposits	$	4,902,958	$	—	$	(11,814)	$	4,891,144
Borrowings		733,000		—		10,000		743,000
Intercompany balances		3,111		469		(3,580)		—
Other liabilities		48,159		3,400		14,864		66,423
Shareholders’ equity		610,968		2,421		480		613,869
Total liabilities and equity	$	6,298,196	$	6,290	$	9,950	$	6,314,436

Our consolidated balance sheet is primarily affected by changes occurring in our Banking operations as our Wealth Management operations do not maintain significant levels of assets. Banking has experienced and is expected to continue to experience increases in its total assets as a result of our growth strategy.

During the first six months of 2020, total assets increased by $827 million primarily due to an increase in loans, including loans held for sale, which was partially offset by a decrease in securities. During the first six months of 2020, securities decreased by $151 million primarily due to payoffs of mortgage backed securities. Loans and loans held for sale increased $614 million in the first six months of 2020 as a result of $1.4 billion of originations, that included $171 million of PPP loans, which were partially offset by payoffs or scheduled payments of $760 million. The $757 million growth in

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deposits during the first six months of 2020 included increases in branch deposits of $483 million and specialty deposits of $467 million, offset partially by a $193 million decrease in wholesale deposits. Borrowings increased by $22 million during the first six months of 2020 primarily to support the growth in our total assets. At June 30, 2020 and December 31, 2019, the outstanding balance on the holding company line of credit was $4.6 million and $10 million, respectively.

Cash and cash equivalents, certificates of deposit and securities. Cash and cash equivalents, which primarily consist of funds held at the Federal Reserve Bank or at correspondent banks, including fed funds, increased by $349 million during the six months ended June 30, 2020. Changes in cash and cash equivalents are primarily affected by the funding of loans, investments in securities, and changes in our sources of funding: deposits, FHLB advances and FFI borrowings.

Securities available for sale. The following table provides a summary of the Company’s AFS securities portfolio as of:


	Amortized		Gross Unrealized				Allowance for		Estimated
(dollars in thousands)	Cost		Gains		Losses		Credit Losses		Fair Value
June 30, 2020:
Agency mortgage-backed securities	$	761,247	$	11,884	$	—	$	—	$	773,131
Beneficial interest – FHLMC securitization		36,637		241		(5,551)		(2,371)		28,956
Corporate bonds		57,000		935		(108)		—		57,827
Other		1,399		94		—		—		1,493
Total	$	856,283	$	13,154	$	(5,659)	$	(2,371)	$	861,407
December 31, 2019:
Agency mortgage-backed securities	$	905,949	$	9,174	$	(146)	$	—	$	914,977
Beneficial interest – FHLMC securitization		47,586		1,801		(6,681)		—		42,706
Corporate bonds		54,000		1,834		—		—		55,834
Other		1,386		63		—		—		1,449
Total	$	1,008,921	$	12,872	$	(6,827)	$	—	$	1,014,966

US Treasury Securities that are included in the table above are pledged as collateral to the State of California to meet regulatory requirements related to FFB’s trust operations. Agency mortgage-backed securities are pledged as collateral as support for the Bank’s obligations under loan sales and securitization agreements entered into in 2019 and 2018

The scheduled maturities of securities June 30, 2020:


	Less than			1 Through			5 Through			After
(dollars in thousands)	1 Year			5 years			10 Years			10 Years			Total
Amortized Cost:
Corporate bonds	$	—		$	—		$	57,000		$	—		$	57,000
Other		400			—			999			—			1,399
Total	$	400			—			57,999			—			58,399
Weighted average yield		2.16	%		—	%		5.35	%		—	%		5.33	%
Estimated Fair Value:
Corporate bonds	$	—		$	—		$	57,827		$	—		$	57,827
Other		407			—			1,086			—			1,493
Total	$	407		$	—		$	58,913		$	—		$	59,320

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Loans. The following table sets forth our loans, by loan category, as of:


	June 30,		December 31,
(dollars in thousands)	2020		2019
Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily	$	2,556,332	$	2,143,919
Single family		839,537		871,181
Total real estate loans secured by residential properties		3,395,869		3,015,100
Commercial properties		774,939		834,042
Land		65,094		70,257
Total real estate loans		4,235,902		3,919,399
Commercial and industrial loans		875,464		600,213
Consumer loans		18,640		16,273
Total loans		5,130,006		4,535,885
Premiums, discounts and deferred fees and expenses		6,806		11,748
Total	$	5,136,812	$	4,547,633

Loans and loans held for sale increased $614 million the six months ended June 30, as a result of $1.4 billion of originations, which were partially offset by payoffs or scheduled payments of $760 million, that included $171 million of PPP loans.

Deposits. The following table sets forth information with respect to our deposits and the average rates paid on deposits, as of:


	June 30, 2020				December 31, 2019
			Weighted				Weighted
(dollars in thousands)	Amount		Average Rate		Amount		Average Rate
Demand deposits:
Noninterest-bearing	$	1,770,382	—		$	1,192,481	—
Interest-bearing		411,053	0.308	%		386,276	0.635	%
Money market and savings		1,643,871	0.799	%		1,334,736	1.355	%
Certificates of deposits		1,822,535	1.277	%		1,977,651	1.971	%
Total	$	5,647,841	0.667	%	$	4,891,144	1.217	%

During the first six months of 2020, our deposit rates have moved in a manner consistent with overall deposit market rates. The weighted average rate of our interest-bearing deposits decreased from 1.61% at December 31, 2019 to 0.97% at June 30, 2020 due to decreased costs of interest-bearing deposits, while the weighted average interest rates of both interest-bearing and noninterest-bearing deposits have decreased from 1.22% at December 31, 2019 to 0.67% at June 30, 2020. The financial impact of the increase in noninterest-bearing deposits is reflected in customer service costs, which are included in noninterest expenses.

The maturities of our certificates of deposit of $100,000 or more were as follows as of June 30, 2020:


(dollars in thousands)
3 months or less	$	470,105
Over 3 months through 6 months		154,365
Over 6 months through 12 months		138,365
Over 12 months		17,757
Total	$	780,592

From time to time, the Bank will utilize brokered deposits as a source of funding. As of June 30, 2020, the Bank held $1.2 billion of deposits which are classified as brokered deposits.

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Borrowings. At June 30, 2020, our borrowings consisted of $750 million in FHLB term advances at the Bank, $10 million in FHLB zero interest advances, and $4.6 million of borrowings under a holding company line of credit. At December 31, 2019, our borrowings consisted of $233 million of overnight FHLB advances at the Bank, a $500 million FHLB term advance at the Bank, and $10 million of borrowings under a holding company line of credit. The $500 million and $250 million FHLB term advances outstanding at June 30, 2020 mature in September 2020 and March 2021, respectively, and bear interest rates of 1.77% and 0.47%, respectively. Because FFB generally utilizes overnight borrowings, the balance of outstanding borrowings may fluctuate on a daily basis. The average balance of FHLB advances outstanding during the six months ended June 30, 2020 was $744 million, as compared to $718 million for the six months ended June 30, 2019. The weighted average interest rate on these borrowings was 1.44% for the six months ended June 30, 2020 as compared to 2.58% for the six months ended June 30, 2019. The maximum amount of borrowings at the Bank outstanding at any month-end during the six months ended June 30, 2020 and during all of 2019 was $865 million and $956 million, respectively.

Delinquent Loans, Nonperforming Assets and Provision for Credit Losses

Loans are considered past due following the date when either interest or principal is contractually due and unpaid. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. Accrual of interest on loans is discontinued when reasonable doubt exists as to the full, timely collection of interest or principal and, generally, when a loan becomes contractually past due for 90 days or more with respect to principal or interest. However, the accrual of interest may be continued on a well-secured loan contractually past due 90 days or more with respect to principal or interest if the loan is in the process of collection or collection of the principal and interest is deemed probable. The following tables provide a summary of past due and nonaccrual loans as of:


							90 Days						Total Past Due
(dollars in thousands)	30–59 Days			60-89 Days			or More			Nonaccrual			and Nonaccrual			Current		Total
June 30, 2020:
Real estate loans:
Residential properties	$	5,572		$	—		$	—		$	7,027		$	12,599		$	3,383,270	$	3,395,869
Commercial properties		1,255			4,159			—			2,320			7,734			767,205		774,939
Land		—			455			—			500			955			64,139		65,094
Commercial and industrial loans		2,051			685			—			5,648			8,384			867,080		875,464
Consumer loans		350			—			—			17			367			18,273		18,640
Total	$	9,228		$	5,299		$	—		$	15,512		$	30,039		$	5,099,967	$	5,130,006

Percentage of total loans		0.18	%		0.10	%		—	%		0.30	%		0.59	%
December 31, 2019:
Real estate loans:
Residential properties	$	89		$	13		$	—		$	1,743		$	1,845		$	3,013,255	$	3,015,100
Commercial properties		7,586			—			403			2,410			10,399			823,643		834,042
Land		—			—			—			—			—			70,257		70,257
Commercial and industrial loans		695			2,007			—			8,714			11,416			588,797		600,213
Consumer loans		22			3			—			—			25			16,248		16,273
Total	$	8,392		$	2,023		$	403		$	12,867		$	23,685		$	4,512,200	$	4,535,885

Percentage of total loans		0.19	%		0.04	%		0.01	%		0.28	%		0.52	%

The following table presents the composition of TDRs by accrual and nonaccrual status as of:


	June 30, 2020						December 31, 2019
(dollars in thousands)	Accrual		Nonaccrual		Total		Accrual		Nonaccrual		Total
Residential real estate loans	$	1,200	$	—	$	1,200	$	1,200	$	—	$	1,200
Commercial real estate loans		1,148		1,374		2,522		1,188		2,166		3,354
Commercial and industrial loans		606		3,875		4,481		557		2,972		3,529
Total	$	2,954	$	5,249	$	8,203	$	2,945	$	5,138	$	8,083

These loans were classified as a TDR as a result of a reduction in required principal payments, reductions in rates and/or an extension of the maturity date of the loans.

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The following is a breakdown of our loan portfolio by the risk category of loans as of:


								Loans Individually
(dollars in thousands)	Pass		Special Mention		Substandard		Evaluated		Total
June 30, 2020:
Real estate loans:
Residential properties	$	3,383,143	$	—	$	7,170	$	5,556	$	3,395,869
Commercial properties		760,071		663		7,659		6,546		774,939
Land		64,594		—		—		500		65,094
Commercial and industrial loans		859,832		5,824		3,741		6,067		875,464
Consumer loans		18,623		—		—		17		18,640
Total	$	5,086,263	$	6,487	$	18,570	$	18,686	$	5,130,006

December 31, 2019:
Real estate loans:
Residential properties	$	3,012,203	$	—	$	—	$	2,897	$	3,015,100
Commercial properties		821,425		679		5,249		6,689		834,042
Land		69,476		—		781		—		70,257
Commercial and industrial loans		579,153		8,202		3,542		9,316		600,213
Consumer loans		16,273		—		—		—		16,273
Total	$	4,498,530	$	8,881	$	9,572	$	18,902	$	4,535,885

Allowance for Credit Losses. The following table summarizes the activity in our ACL related to loans for the periods indicated:


	Beginning		Adoption of		Provision for						Ending
(dollars in thousands)	Balance		ASC 326		Credit Losses		Charge-offs		Recoveries		Balance
Quarter ended June 30, 2020:
Real estate loans:
Residential properties	$	6,026	$	—	$	730	$	—	$	—	$	6,756
Commercial properties		1,178		—		8,133		—		—		9,311
Land		1,252		—		2,116		—		—		3,368
Commercial and industrial loans		10,125		—		(1,225)		(525)		113		8,488
Consumer loans		204		—		2		—		—		206
Total	$	18,785	$	—	$	9,756	$	(525)	$	113	$	28,129

Six months ended June 30, 2020:
Real estate loans:
Residential properties	$	8,423	$	(363)	$	(1,304)	$	—	$	—	$	6,756
Commercial properties		4,166		(3,760)		8,905		—		—		9,311
Land and construction		573		(92)		2,887		—		—		3,368
Commercial and industrial loans		7,448		—		1,531		(1,055)		564		8,488
Consumer loans		190		—		16		—		—		206
Total	$	20,800	$	(4,215)	$	12,035	$	(1,055)	$	564	$	28,129

Year ended December 31, 2019:
Real estate loans:
Residential properties	$	9,216	$	—	$	(793)	$	—	$	—	$	8,423
Commercial properties		4,547		—		(381)		—		—		4,166
Land		391		—		182		—		—		573
Commercial and industrial loans		4,628		—		3,653		(2,687)		1,854		7,448
Consumer loans		218		—		(24)		(5)		1		190
Total	$	19,000	$	—	$	2,637	$	(2,692)	$	1,855	$	20,800

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Including PCD loans, our ACL related to loans represented 0.55% and 0.49% of total loans outstanding as of June 30, 2020 and December 31, 2019, respectively.

The amount of the ACL is adjusted periodically by charges to operations (referred to in our income statement as the “provision for credit losses”) (i) to replenish the ACL after it has been reduced due to loan write-downs or charge-offs, (ii) to reflect increases in the volume of outstanding loans, and (iii) to take account of changes in the risk of potential credit losses due to a deterioration in the condition of borrowers, or in the value of property securing non–performing loans, or adverse changes in economic conditions. The amounts of the provisions we make for credit losses are based on our estimate of losses in our loan portfolio. In estimating such losses, we use economic and loss migration models that are based on bank regulatory guidelines and industry standards, and our historical charge-off experience and loan delinquency rates, local and national economic conditions, a borrower’s ability to repay its borrowings, and the value of any property collateralizing the loan, as well as a number of subjective factors. However, these determinations involve judgments about changes and trends in current economic conditions and other events that can affect the ability of borrowers to meet their loan obligations to us and a weighting among the quantitative and qualitative factors we consider in determining the sufficiency of the ACL. Moreover, the duration and anticipated effects of prevailing economic conditions or trends can be uncertain and can be affected by a number of risks and circumstances that are outside of our control. If changes in economic or market conditions or unexpected subsequent events were to occur, or if changes were made to bank regulatory guidelines or industry standards that are used to assess the sufficiency of the ACL, it could become necessary for us to incur additional, and possibly significant, charges to increase the ACL, which would have the effect of reducing our income.

In addition, the Federal Deposit Insurance Corporation (“FDIC”) and the California Department of Business Oversight (“DBO”), as an integral part of their examination processes, periodically review the adequacy of our ACL. These agencies may require us to make additional provisions for credit losses, over and above the provisions that we have already made, the effect of which would be to reduce our income.

The following table presents the balance in the ACL and the recorded investment in loans by impairment method as of:


					Purchased				Unaccreted Credit
	Evaluated for Impairment				Credit				Component
(dollars in thousands)	Individually		Collectively		Deteriorated		Total		Other Loans

June 30, 2020:
Allowance for credit losses:
Real estate loans:
Residential properties	$	34	$	6,722	$	—	$	6,756	$
Commercial properties		385		8,926		—		9,311
Land		—		3,368		—		3,368
Commercial and industrial loans		784		7,704		—		8,488
Consumer loans		—		206		—		206
Total	$	1,203	$	26,926	$	—	$	28,129	$
Loans:
Real estate loans:
Residential properties	$	5,556	$	3,390,022	$	291	$	3,395,869	$
Commercial properties		6,546		762,864		5,529		774,939
Land		500		64,594		—		65,094
Commercial and industrial loans		6,067		869,080		317		875,464
Consumer loans		17		18,623		—		18,640
Total	$	18,686	$	5,105,183	$	6,137	$	5,130,006	$

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	Allowance for Credit Losses								Unaccreted Credit
	Evaluated for Impairment								Component
(dollars in thousands)	Individually		Collectively		PCI		Total		Other Loans
December 31, 2019:
Allowance for credit losses:
Real estate loans:
Residential properties	$	—	$	8,423	$	—	$	8,423	$	1,013
Commercial properties		107		4,059		—		4,166		1,048
Land		—		573		—		573		6
Commercial and industrial loans		763		6,685		—		7,448		277
Consumer loans		—		190		—		190		1
Total	$	870	$	19,930	$	—	$	20,800	$	2,345
Loans:
Real estate loans:
Residential properties	$	2,897	$	3,012,203	$	—	$	3,015,100	$	189,339
Commercial properties		6,689		824,026		3,327		834,042		201,370
Land		—		69,476		781		70,257		28,660
Commercial and industrial loans		9,316		590,489		408		600,213		24,143
Consumer loans		—		16,273		—		16,273		253
Total	$	18,902	$	4,512,467	$	4,516	$	4,535,885	$	443,765

The column labeled “Unaccreted Credit Component Other Loans” represents the amount of unaccreted credit component discount for the other loans acquired in acquisitions, and the stated principal balance of the related loans. The discount is equal to 0.53% of the stated principal balance on these loans as of December 31, 2019. In addition to this unaccreted credit component discount, an additional $0.3 million of the ACL was provided for these loans as of December 31, 2019.

Liquidity

Liquidity management focuses on our ability to generate, on a timely and cost-effective basis, cash sufficient to meet the funding needs of current loan demand, deposit withdrawals, principal and interest payments with respect to outstanding borrowings and to pay operating expenses. Our liquidity management is both a daily and long-term function of funds management. Liquid assets are generally invested in marketable securities or held as cash at the Federal Reserve Bank of San Francisco or other financial institutions.

We monitor our liquidity in accordance with guidelines established by our Board of Directors and applicable regulatory requirements. Our need for liquidity is affected by our loan activity, net changes in deposit levels and the maturities of our borrowings. The principal sources of our liquidity consist of deposits, loan interest and principal payments and prepayments, investment management and consulting fees, FHLB advances and proceeds from borrowings and sales of FFI common stock. The remaining balances of the Company’s lines of credit available to draw down totaled $2 billion at June 30, 2020.

Cash Flows Provided by Operating Activities. During the six months ended June 30, 2020, operating activities provided net cash of $28 million, primarily due to net income of $31 million and $5 million in provisions for credit losses, partially offset by a net increase of $11 million in other assets. During the six months ended June 30, 2019, operating activities provided net cash of $24 million, comprised primarily of our net income of $24 million.

Cash Flows Used in Investing Activities. During the six months ended June 30, 2020, investing activities used net cash of $449 million, primarily to fund a $595 million net increase in loans and $7 million in securities purchases, offset partially by $155 million in cash received in principal collection and maturities of securities. During the six months ended June 30, 2019, investing activities used net cash of $387 million, primarily to fund a $434 million net increase in loans, offset partially by $47 million in cash received in proceeds from the sale, principal collection, and maturities of securities.

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Cash Flow Provided by Financing Activities. During the six months ended June 30, 2020, financing activities provided net cash of $770 million, consisting primarily of a net increase of $757 million in deposits and a $22 million increase in FHLB advances, offset partially by $6 million in dividends paid and $3 million in stock repurchases. During the six months ended June 30, 2019, financing activities provided net cash of $381 million, consisting primarily of net increases of $211 million in deposits, $159 million in FHLB advances and other borrowings, and $15 million in our line of credit, offset partially by $4 million in dividends paid.

Ratio of Loans to Deposits. The relationship between gross loans and total deposits can provide a useful measure of a bank’s liquidity. Since repayment of loans tends to be less predictable than the maturity of investments and other liquid resources, the higher the loan-to-deposit ratio the less liquid are our assets. On the other hand, since we realize greater yields on loans than we do on other interest-earning assets, a lower loan-to-deposit ratio can adversely affect interest income and earnings. As a result, our goal is to achieve a loan-to-deposit ratio that appropriately balances the requirements of liquidity and the need to generate a fair return on our assets. At June 30, 2020 and December 31, 2019, the loan-to-deposit ratios at FFB were 100%, and 103%, respectively.

Off-Balance Sheet Arrangements

The following table provides the off-balance sheet arrangements of the Company as of June 30, 2020:


(dollars in thousands)
Commitments to fund new loans	$	26,193
Commitments to fund under existing loans, lines of credit		448,032
Commitments under standby letters of credit		15,264

Some of the commitments to fund existing loans, lines of credit and letters of credit are expected to expire without being drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. As of June 30, 2020, FFB was obligated on $282 million of letters of credit to the FHLB which were being used as collateral for public fund deposits, including $263 million of deposits from the State of California.

Capital Resources and Dividend Policy

The capital rules applicable to United States based bank holding companies and federally insured depository institutions (“Capital Rules”) require the Company (on a consolidated basis) and FFB (on a stand-alone basis) to meet specific capital adequacy requirements that, for the most part, involve quantitative measures, primarily in terms of the ratios of their capital to their assets, liabilities, and certain off-balance sheet items, calculated under regulatory accounting practices. In addition, prompt correct action regulations place a federally insured depository institution, such as FFB, into one of five capital categories on the basis of its capital ratios: (i) well capitalized; (ii) adequately capitalized; (iii) undercapitalized; (iv) significantly undercapitalized; or (v) critically undercapitalized. A depository institution’s primary federal regulatory agency may determine that, based on certain qualitative assessments, the depository institution should be assigned to a lower capital category than the one indicated by its capital ratios. At each successive lower capital category, a depository institution is subject to greater operating restrictions and increased regulatory supervision by its federal bank regulatory agency.

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The following table sets forth the capital and capital ratios of FFI (on a consolidated basis) and FFB as of the respective dates indicated below, as compared to the respective regulatory requirements applicable to them:


									To Be Well Capitalized
					For Capital				Under Prompt Corrective
	Actual				Adequacy Purposes				Action Provisions
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
FFI
June 30, 2020:
CET1 capital ratio	$	540,150	10.38	%	$	234,176	4.50	%
Tier 1 leverage ratio		540,150	8.11	%		266,486	4.00	%
Tier 1 risk-based capital ratio		540,150	10.38	%		312,235	6.00	%
Total risk-based capital ratio		570,845	10.97	%		416,313	8.00	%

December 31, 2019:
CET1 capital ratio	$	513,083	10.65	%	$	216,782	4.50	%
Tier 1 leverage ratio		513,083	8.25	%		248,798	4.00	%
Tier 1 risk-based capital ratio		513,083	10.65	%		289,043	6.00	%
Total risk-based capital ratio		537,048	11.15	%		385,390	8.00	%

FFB
June 30, 2020:
CET1 capital ratio	$	546,086	10.53	%	$	233,456	4.50	%	$	312,630	6.50	%
Tier 1 leverage ratio		546,086	8.22	%		265,887	4.00	%		280,199	5.00	%
Tier 1 risk-based capital ratio		546,086	10.53	%		311,274	6.00	%		234,812	8.00	%
Total risk-based capital ratio		576,781	11.12	%		415,033	8.00	%		161,748	10.00	%

December 31, 2019:
CET1 capital ratio	$	510,142	10.62	%	$	216,063	4.50	%	$	312,091	6.50	%
Tier 1 leverage ratio		510,142	8.22	%		248,119	4.00	%		310,148	5.00	%
Tier 1 risk-based capital ratio		510,142	10.62	%		288,084	6.00	%		384,112	8.00	%
Total risk-based capital ratio		534,107	11.12	%		384,112	8.00	%		480,140	10.00	%

As of each of the dates set forth in the above table, the Company exceeded the minimum required capital ratios applicable to it and FFB’s capital ratios exceeded the minimums necessary to qualify as a well-capitalized depository institution under the prompt corrective action regulations. The required ratios for capital adequacy set forth in the above table do not include the Capital Rules’ additional capital conservation buffer, though each of the Company and FFB maintained capital ratios necessary to satisfy the capital conservation buffer requirements as of the dates indicated.

As of June 30, 2020, FFI had $10.8 million of available capital and, therefore, has the ability and financial resources to contribute additional capital to FFB, if needed.

As of June 30, 2020, the amount of capital at FFB in excess of amounts required to be well capitalized for purposes of the prompt corrective action regulations was $209 million for the CET1 capital ratio, $214 million for the Tier 1 Leverage Ratio, $131 million for the Tier 1 risk-based capital ratio and $58 million for the Total risk-based capital ratio.

The Company paid a quarterly cash dividend of $0.07 per common share in the first and second quarters of 2020. It is our current intention to continue to pay quarterly dividends. The amount and declaration of future cash dividends are subject to approval by our Board of Directors and certain regulatory restrictions which are discussed in Item 1 “Business—Supervision and Regulation—Dividends and Stock Repurchases” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2019. Additionally, under the terms of the holding company line of credit agreement, FFI may only declare and pay a dividend if the total amount of dividends and stock repurchases during the current twelve months does not exceed 50% of FFI’s net income for the same twelve month period. We paid $8.9 million in dividends ($0.20 per share) in 2019.

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We had no material commitments for capital expenditures as of June 30, 2020. However, we intend to take advantage of opportunities that may arise in the future to grow our businesses, which may include opening additional offices or acquiring complementary businesses that we believe will provide us with attractive risk-adjusted returns. As a result, we may seek to obtain additional borrowings and to sell additional shares of our common stock to raise funds which we might need for these purposes. There is no assurance, however, that, if required, we will succeed in obtaining additional borrowings or selling additional shares of our common stock on terms that are acceptable to us, if at all, as this will depend on market conditions and other factors outside of our control, as well as our future results of operations.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain financial risks, which are discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the section titled Asset and Liability Management: Interest Rate Risk in our Annual Report on Form 10-K which we filed with the Securities and Exchange Commission on March 2, 2020. There have been no material changes to our quantitative and qualitative disclosures about market risk since December 31, 2019.

ITEM 4.CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In accordance with SEC rules, an evaluation was performed under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness, as of June 30, 2020, of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2020, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting that occurred during the three months ended June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1A.RISK FACTORS

The following risk factors supplement, and should be read in conjunction with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

The COVID-19 pandemic and measures intended to prevent its spread are adversely affecting us and our customers, employees and third-party service providers, and the ultimate extent of the impacts on our business, financial condition, results of operations, liquidity and prospects is uncertain.

Global health concerns relating to the COVID-19 pandemic and related government actions taken to reduce the spread of the virus have created significant economic uncertainty and reduced economic activity, including within our market areas. Governmental authorities have implemented numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, “stay at home” orders and business limitations and shutdowns. These measures have caused significant unemployment and have negatively impacted consumer and business spending. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion. Continued deterioration in general business and economic conditions caused by the COVID-19 pandemic, including further increases in unemployment rates, or turbulence in domestic or global financial markets, could adversely affect our revenues and the values of our assets and liabilities, reduce the availability of funding, lead to a tightening of credit, and further increase stock price volatility, which could result in impairment to our goodwill in future periods. In addition, changes to statutes, regulations, or regulatory policies or practices as a result of, or in response to COVID-19, could affect us in substantial and unpredictable ways, including the potential adverse impact of loan modifications and payment deferrals implemented consistent with recent regulatory guidance.

Our business is dependent upon the willingness and ability of our customers and employees to conduct banking and other financial transactions. Disruptions to our customers caused by the COVID-19 pandemic could result in increased risk of delinquencies, defaults, foreclosures and losses on our loans, as well as reductions in loan demand, the liquidity of loan guarantors, loan collateral values (particularly in real estate), loan originations, interest and noninterest income and deposit availability. These factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and financial condition even after the COVID-19 pandemic has subsided. We also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of the COVID-19 pandemic in our market areas. Although we have business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective. In addition, we rely upon our third-party vendors to conduct business and to process, record, and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers.

The extent to which the COVID-19 pandemic impacts our business, financial condition, results of operations, liquidity and prospects will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of the virus’s economic impact and any recession that has occurred or may occur in the future.

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, we do not yet know the full extent of the impacts on our business, our operations or the economy as a whole. However, the effects could have a material impact on our results of operations and heighten many of our known risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2019.

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Our participation in the PPP exposes us to risks related to noncompliance with the PPP, as well as litigation risk related to our administration of the PPP loan program, which could have a material adverse impact on our business, financial condition and results of operations.

We are a participating lender in the PPP, a loan program administered through the SBA, that was created to help eligible businesses, organizations and self-employed persons fund their operational costs during the COVID-19 pandemic. Under this program, the SBA guarantees 100% of the amounts loaned under the PPP. The PPP opened on April 3, 2020; however, because of the short window between the passing of the CARES Act and the opening of the PPP, there is some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes us to risks relating to noncompliance with the PPP. For instance, other financial institutions have experienced litigation related to their processes and procedures used in processing applications for the PPP. Any financial liability, litigation costs or reputational damage caused by PPP related litigation could have a material adverse impact on our business, financial condition and results of operations. In addition, we may be exposed to credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced. If a deficiency is identified, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from us.

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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company adopted a stock repurchase plan on October 30, 2018 for the repurchase of up to 2,200,000 shares of its common stock from time to time as market conditions allow. This plan has no stated expiration date for the repurchases. The Company did not repurchase any shares during the quarter ended June 30, 2020. As of June 30, 2020, the maximum number of shares that may be purchased under the program was 1,938,600.

ITEM 5.OTHER INFORMATION

On August 6, 2020, following approval by the Compensation Committee (“Committee”) of the Board of Directors, the Company entered into an Amended and Restated Change in Control Severance Compensation Agreement (each, a “Restated CIC Agreement” and collectively, the “Restated CC Agreements”) with each of Scott F. Kavanaugh, Ulrich E. Keller, Jr., David DePillo, Kevin Thompson, and Lindsay Lawrence (the “Named Executive Officers”).

Each of the Restated CC Agreements clarify certain elements of the prior Change in Control Severance Compensation Agreements, but none increase the magnitude of benefits that a Named Executive Officer could receive in connection with a change in control of the Company. The Restated CC Agreements clarify that severance benefits can be provided under the Restated CC Agreement if a Named Executive Officer’s employment is terminated without cause by his or her employer in connection with a change in control. In addition, the definition of “change in control” was modified to be more limited as to when it can be triggered, and the payment mechanism was modified to provide that any cash severance would be made on or about sixty days after the Named Executive Officer becomes entitled to such payment.

The Restated CC Agreements for each of the Named Executive Officer are substantially the same, except with respect to the value of the potential severance benefits. Each Restated CC Agreement can be terminated by the Company upon three years advance written notice to the Named Executive Officer, and each will also terminate (without payment of severance benefits) in the event the Named Executive Officer’s employment is terminated by his or her employer for cause (as defined in the Restated CC Agreement) or due to his or her death or disability or retirement, or by the Named Executive Officer without good reason (as defined in the Restated CC Agreement).

Each of the Restated CC Agreements provides that if (1) the Company undergoes a change in control and (2) after the public announcement of such pending change in control and within the succeeding 12 months after such change in control, either the Named Executive Officer’s employment is terminated by his or her employer without cause or the Named Executive Officer terminates his or her employment due to the occurrence of good reason, then the Named Executive Officer will become eligible to receive the following severance compensation (in lieu of any further severance benefits that could be provided under the Named Executive Officer’s employment agreement): (a) cash severance equal to the product of two multiplied by the sum of (i) his or her annual base salary as then in effect and (ii) the maximum bonus compensation that the Named Executive Officer could have earned under any bonus or incentive compensation plan in which he or she was then participating, if any, less any severance that had been paid under the Named Executive Officer’s employment agreement; (b) full acceleration of the vesting of any then unvested equity compensation awards held by the Named Executive Officer, and (c) continued participation for the Named Executive Officer and his or her family members in medical, dental, vision, disability, and life insurance plans and programs through the end of the second calendar year following the calendar year of the Named Executive Officer’s termination of employment.

The foregoing severance benefits are conditioned upon the Named Executive Officer executing documentation that releases the Company and its affiliates from all legal claims. The severance benefits will be reduced to avoid the imposition of excise taxes under Internal Revenue Code Sections 280G and 4999 if the Named Executive Officer would be financially better off on an after-tax basis.

The foregoing description of the Restated CC Agreements is not intended to be complete and is qualified in its entirety by reference to the Restated CC Agreement for each of Mr. Kavanaugh, Mr. Keller, Mr. DePillo, Mr. Thompson and Ms. Lawrence, copies of which are attached hereto as Exhibits 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, and incorporated herein by this reference.

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ITEM 6.EXHIBITS


Exhibit No.		Description of Exhibit

3.1		Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 29, 2015).

3.2		Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on October 29, 2015).

10.1		Employment Agreement, dated April 22, 2020, among First Foundation Inc., First Foundation Bank, and Kevin Thompson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 1, 2020).

10.2		Change of Control Severance Compensation Agreement, dated June 1, 2020, among First Foundation Inc. and Kevin Thompson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on June 1, 2020).

10.3(1)		Amended and Restated Change in Control Severance Compensation Agreement, dated August 6, 2020, by and between First Foundation Inc. and Scott F. Kavanaugh.

10.4(1)		Amended and Restated Change in Control Severance Compensation Agreement, dated August 6, 2020, by and between First Foundation Inc. and Ulrich E. Keller, Jr.

10.5(1)		Amended and Restated Change in Control Severance Compensation Agreement, dated August 6, 2020, by and between First Foundation Inc. and David DePillo.

10.6(1)		Amended and Restated Change in Control Severance Compensation Agreement, dated August 6, 2020, by and between First Foundation Inc. and Kevin Thompson.

10.7(1)		Amended and Restated Change in Control Severance Compensation Agreement, dated August 6, 2020, by and between First Foundation Inc. and Lindsay Lawrence.

31.1(1)		Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

31.2(1)		Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002

32.1(1)		Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002

32.2(1)		Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

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(1)	Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	FIRST FOUNDATION INC.

Dated: August 7, 2020	By:	/s/ KEVIN THOMPSON
		Kevin Thompson
		Executive Vice President and Chief Financial Officer

S-1

Exhibit 10.3

AMENDED AND RESTATED
CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT

This AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT (the “Agreement”), dated as of August 6, 2020 (“Effective Date”), is made by and between First Foundation Inc., a Delaware corporation (the “Company”), and Scott F. Kavanaugh (the “Executive”), with reference to the following facts and circumstances:

R E C I T A L S:

A.The Company’s Board of Directors previously determined that it is appropriate and in the Company’s best interests to reinforce and encourage the continued attention and dedication of key members of the management of the Company and its material subsidiaries, who include the Executive, to their assigned duties without distraction in potentially disturbing circumstances that would arise in the event of a threatened or actual Change in Control (as hereinafter defined) of the Company or such subsidiaries and thereby also provide the Company with greater assurance that it will be able to retain the key members of management, including Executive, in the employ of the Company or a material subsidiary (as the case may be) in the event of any threatened or actual Change in Control;

B.The Company and Executive entered into a Change of Control Severance Compensation Agreement dated September 17, 2007 (“Prior Agreement”);

C.This Agreement entirely replaces and supersedes the Prior Agreement and sets forth the severance compensation which the Company agrees it will pay, or cause the Subsidiary to pay, to Executive if his employment with the Company or First Foundation Bank (the “Subsidiary”), as the case may be, terminates under one of the circumstances described herein in connection with a Change in Control as set forth below; and

D.Executive is employed as Chief Executive Officer of Subsidiary under an Employment Agreement dated December 31, 2009 (as amended, the “Employment Agreement”). This Agreement sets forth the rights and obligations of the Company and Executive in the event of a termination of Executive’s employment, due to a Qualifying Termination (as defined below), that occurs in connection with a Change in Control as set forth below. On the other hand, the Employment Agreement, rather than this Agreement, governs and determines the severance compensation (if any) to which Executive would be entitled upon any other termination of Executive’s employment.

NOW, THEREFORE, it is agreed as follows:

1.Definitions. The following terms shall have the respective meanings ascribed to them below in this Section 1:

1.1The terms “affiliate” and “associate” shall have the respective meanings given to such terms in Rule 12b-2 under the Exchange Act (even if the Company has no securities registered under that Act).

1.2The terms “beneficial ownership,” “beneficially owned” and “beneficial owner” shall have the meanings given to such terms in Rule 13d-3 under the Exchange Act (even if the Company has no securities registered under that Act).


	-1-

1.3The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.4The term “Parent” of a corporation or other entity means any person that is the beneficial owner, directly or indirectly, of a majority of the Voting Securities of that corporation or other entity.

1.5The term “Voting Securities” of any person that is a corporation means the combined voting power of that person’s then outstanding securities having the right to vote in an election of that person’s directors. The term “Voting Securities” of any person, other than a corporation, such as a partnership or limited liability company, shall mean the combined voting power of that person’s outstanding ownership interests that are entitled to vote or select the individuals (such as the managers of a limited liability company) that have substantially the same authority or decision-making powers with respect to such person that are generally exercisable by directors of a corporation.

1.6The term “Common Stock” of the Company shall mean the shares of the Company’s common stock, par value $0.001 per share, and any voting securities into which such shares may be converted or exchanged in any merger, consolidation, reorganization or recapitalization of the Company.

1.7The term “person” shall have the meaning given to such term in Section 13(d) and Section 14(d) of the Exchange Act (even if the Company has no securities registered under that Act) and, therefore, the term “person” shall include any two or more persons acting together, whether as a partnership, limited partnership, joint venture, syndicate or other group, at least one of the purposes of which is to acquire, hold or dispose of beneficial ownership of securities of the Company or the Subsidiary. The term “person also shall include any natural person, any corporation, limited liability company, general or limited partnership, joint venture, trust, estate, or unincorporated association.

1.8The term “Announcement” means the initial public announcement by the Company of an intended or anticipated Change in Control (provided that such Change in Control actually is consummated).

1.9The term “Cause” is defined in Section 6(a) of the Employment Agreement.

1.10The term “Change in Control” shall mean the occurrence of any of the following:

(a)Any person who (together with all of such person’s affiliates and associates) shall, at any time become the beneficial owner, directly or indirectly, of more than thirty percent (30%) of the Company’s Voting Securities, except (i) the Company or any of its subsidiaries, (ii) any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries or (iii) Ulrich E. Keller, Jr. (collectively, the “Exempt Owners”); or

(b)There shall be consummated any consolidation, merger, or reorganization (as such term is defined in the California Corporations Code), of the Company with or into another person, or of another person with or into the Company, in which the holders of the Company’s outstanding Voting Securities immediately prior to the consummation of such consolidation, merger or reorganization would not, immediately after such consummation, own


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beneficially, directly or indirectly, (in the aggregate) at least sixty percent (60%) of the Voting Securities of (i) the continuing or surviving person in such merger, consolidation or reorganization (whether or not that is the Company) or (ii) the ultimate Parent, if any, of that continuing or surviving person; or

(c)There shall be consummated any consolidation, merger or reorganization of the Subsidiary with or into another person, or of another person with or into the Subsidiary, unless the persons that were the holders of the Company’s Voting Securities immediately prior to such consummation would have, immediately after such consolidation, merger or reorganization, substantially the same proportionate direct or indirect beneficial ownership of at least sixty (60%) of the Voting Securities of (i) the continuing or surviving person in such consolidation, merger or reorganization (whether or not that is the Subsidiary) or, (ii) the ultimate Parent, if any, of that continuing or surviving person; or

(d)There shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or of the Subsidiary; or

(e)During any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of that two year period constituted the entire Board of Directors do not, for any reason, constitute a majority thereof, unless the election (or the nomination for election) by the holders of the Company’s Voting Securities, of each director who was not a member of the Board of Directors at the beginning of that two year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the two year period.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred within the meaning of Section 1.10(a) above solely as the result of any acquisition of Voting Securities by the Company or any subsidiary thereof that has the effect of (i) reducing the number of the Company’s outstanding Voting Securities, or (ii) increasing the beneficial ownership of the Company’s Voting Securities by any person to more than thirty percent (30%) of the Company’s outstanding Voting Securities; provided, however, that, if any such person (other than any of the Exempt Owners, as defined above) shall thereafter become the direct or indirect beneficial owner of any additional Voting Securities of the Company (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns more than thirty percent (30%) of the then outstanding Voting Securities of the Company, then, a “Change in Control” shall be deemed to have occurred for purposes of this Agreement. To the extent necessary to comply with Code Section 409A (as defined below), a Change in Control must also constitute a Code Section 409A “change in control event”.

1.11The term “Employer” means whichever of the Company or Subsidiary is the principal employer of Executive.

1.12The term “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

1.13The term “Qualifying Termination” means (i) the termination of Executive’s employment due to either termination by the Company or Subsidiary without Cause or by Executive


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for Good Reason and (ii) Executive’s last day of employment occurs on or after the Announcement and before the first anniversary of the Change in Control.

1.14The term “Vesting Date” means the later to occur of the Qualifying Termination or the Change in Control.

1.15The term “Good Reason” means the occurrence (in which the initial existence occurs on or after the Announcement) of any one or more of the items (each a “Good Reason Event”) enumerated in subsections 1.15(a) through 1.15(f) without the prior written consent of the Executive. Executive must give the Company written notice of the alleged Good Reason Event within 90 days of its initial existence and the Company shall then have 30 days to cure the Good Reason Event. If the Company does not timely cure the Good Reason Event then Executive must provide the Company with written notice that he is terminating his employment for Good Reason and resigning from all positions he is then holding with the Company and Subsidiary and such termination must occur within 45 days after the end of the foregoing 30 day cure period.

(a)Reduction or Adverse Change of Responsibilities, Authority, Etc. The scope of Executive’s authority or responsibilities is significantly reduced or diminished or there is a change in Executive’s position or title as an officer of the Company or the Subsidiary, or both, that constitutes or would generally be considered to constitute a demotion of Executive, unless such reduction, diminution or change is made as a consequence of (i) Executive’s disability (determined as provided in Section 6(e) of the Employment Agreement), or (ii) any acts or omissions of Executive which would entitle the Company or Subsidiary to terminate Executive’s employment for Cause.

(b)Reduction in Base Salary. Executive's Base Annual Salary (as defined in his Employment Agreement and as in effect immediately prior to the Announcement) is reduced, unless such reduction is made (i) as part of an across-the-board cost cutting measure that is applied equally or proportionately to all senior executives of the Employer, or (ii) as a result of Executive’s disability (determined as provided in Section 6(e) of the Employment Agreement), or any acts or omissions of Executive which would entitle Employer to terminate Executive’s employment for Cause.

(c)Discontinuance or Reduction of Bonus Opportunity Under Bonus Compensation Plan. Executive's bonus and/or incentive compensation award opportunity under any incentive or bonus compensation plan or program in which he is participating immediately prior to the Announcement is discontinued or significantly reduced, unless such discontinuance or reduction (i) is expressly permitted under the terms of such plan or program, or (ii) is a result of a policy of Employer applied equally or proportionately to all senior executives of Employer participating in such plan or program, or (iii) is the result of the replacement of such plan or program with another bonus or incentive compensation plan in which Executive is afforded substantially comparable bonus or incentive compensation opportunities.

(d)Discontinuance of Participation in Employee Benefit Plans. Executive's participation in any other benefit plan maintained by the Company or Employer in which Executive was participating immediately prior to the Announcement (including any vacation program) is terminated or the benefits that had been afforded under any such benefit plan are significantly reduced, unless such discontinuance or reduction (as the case may be) is (i) expressly permitted by the terms of that plan or program, or (ii) due to a change in applicable law or the loss or reduction in the tax deductibility to Employer of the contributions to or payments made under such plan, or (iii) the result of a policy of Employer or the Company that is applied equally or proportionately to all senior


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executives participating in such benefit plan, or (iv) the result of the adoption of one or more other benefit plans providing reasonably comparable benefits (in terms of value) to Executive.

(e)Relocation. The relocation of Executive to an office that is located more than thirty (30) miles from Executive’s principal office location immediately prior to the Announcement or to an office that is not the headquarters office of Executive’s employer (other than for temporary assignments or required travel in connection with the performance by Executive of his duties for Employer or the Company).

(f)Breach of Agreements. A breach by the Company or Employer of any of its material obligations to Executive under the Employment Agreement or this Agreement which continues uncured for a period of thirty (30) days following written notice thereof from Executive.

2.Term. The term of this Agreement shall commence on the Effective Date and, subject to earlier termination pursuant to Section 5 hereof, shall end three (3) years following the date on which notice of non-renewal or termination of this Agreement is given by either the Company or Executive to the other. Thus, this Agreement shall renew automatically on a daily basis so that the outstanding term is always three (3) years following any effective notice of non-renewal or of termination given by the Company or Executive, other than in the event of a termination pursuant to Section 5 hereof.

3.Requirements to Compensation. No compensation shall be payable under this Agreement unless and until there has been both (i) a Qualifying Termination and (ii) Executive has timely complied with the requirements of Section 6. If the foregoing requirements are each satisfied, then Executive shall be entitled to the compensation provided in Section 4 of this Agreement, provided that he also complies with the other terms of this Agreement, including the release agreement requirement set forth in Section 6.

4.Severance Compensation upon Qualifying Termination of Employment. Subject to Section 3 above, Executive shall be entitled to receive the following items in this Section 4:

4.1Change in Control Severance Compensation. Subject to Section 4.4 below, in lieu of any further salary and bonus payments or severance or other payments that would otherwise be due to Executive under the Employment Agreement, or otherwise, for periods subsequent to the Vesting Date, Executive shall become entitled to receive the following severance compensation and benefits:

(a)Employer shall pay the Executive all amounts owed through the date of Executive’s Qualifying Termination; and

(b)Employer also shall pay to Executive, at the applicable time set forth in Section 4.2, an amount equal to the difference of (x) the product of two (2) times the sum of (i) Executive’s Base Annual Salary in effect as of immediately before the Announcement and (ii) an amount equal to the Maximum Bonus Award (as hereinafter defined) payable to Executive under any incentive or bonus compensation plan in which he was participating at the time of such termination of employment, minus (y) the aggregate amount of any severance payments that had been provided to Executive under Section 7(b) of the Employment Agreement. For purposes hereof, the term “Maximum Bonus Award” shall mean the amount of the bonus compensation that would be paid to Executive under such incentive or bonus compensation plan assuming that all performance goals or targets required to


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have been achieved as a condition of the payment of the maximum bonus under such plan were achieved and all other conditions precedent to the payment of such bonus compensation were satisfied.

(c)All options to purchase stock of the Company granted to the Executive that had not vested as of the date of such Qualifying Termination shall vest effective upon the Vesting Date.

(d)All restricted stock awards, restricted stock unit awards, and other forms of equity-based compensation awards granted to the Executive, which had not vested as of the date of such Qualifying Termination, shall vest effective upon the Vesting Date.

(e)The Company or the Subsidiary shall maintain in full force and effect, during the period commencing on the date of such Qualifying Termination and ending on the December 31 of the second calendar year following the calendar year in which such termination occurred (the “Benefit Continuation Period”), all employee medical, dental and vision plans and programs, disability plans and programs and all life insurance programs in which the Executive and/or his family members were entitled to participate or under which they were entitled to receive benefits immediately prior to the date of the occurrence of the Qualifying Termination, provided, however, that if such continued participation is prohibited under the general terms and provisions of such plans and programs, then, the Company or the Subsidiary shall, at its expense, arrange for substantially equivalent benefits to be provided to Executive and/or his family members during the Benefit Continuation Period. Notwithstanding the foregoing, however, there shall only be included as benefits to which Executive and/or his family members shall be entitled under this Section 4.1(e), and Executive and/or such family members shall only be entitled to, those benefits if the plans or programs in which Executive or his family members were participating immediately prior to the occurrence of the Qualifying Termination were exempt from the term “nonqualified deferred compensation plan” under Section 409A of the Code.

Notwithstanding any other provision in this Agreement to the contrary, under no circumstances, shall the Executive be permitted to exercise any discretion to modify the vesting of an award or the amount, timing or form of payment or benefit described in this Section 4.1.

4.2Timing and Manner of Payment. Subject to Section 8.11, the amount that becomes payable to Executive pursuant to Section 4.1(b) above shall be paid in a single lump sum on the first Company payroll date after 60 days after the Vesting Date.

4.3No Requirement of Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Section 4 by seeking other employment or otherwise, nor shall any compensation or other payments received by the Executive from other persons after the date of termination reduce any payments due under this Section 4.

4.4Limitation.

(a)Anything in this Agreement to the contrary notwithstanding, if any compensation, payment, benefit or distribution by the Company or Subsidiary to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then, the following provisions shall apply:


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(i)If the Threshold Amount (as hereinafter defined) is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the-sum of (A) the Excise Tax (as defined below) and (B) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the Severance Payments that would otherwise be payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the maximum Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of reducing the Severance Payments to bring them within the Threshold Amount, and provided Code Section 409A would not be violated, Executive shall determine which method shall be followed; provided that if Executive fails to make such determination within 45 days after the Company has sent Executive written notice of the need for such reduction, the Company may determine the amount of such reduction in its sole discretion.

(ii)If, however, the Severance Payments, reduced by the sum of (A) the Excise Tax and (B) the total of the Federal, state and local income and employment taxes payable by Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, there shall be no reduction in the Severance Payments to Executive pursuant to Section 4.4(a)(i) above.

(b)For the purposes of this Section 4.4, the term “Threshold Amount” shall mean three (3) times Executive's “base amount” (within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder) less one dollar ($1.00); and the term “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by Executive with respect to such excise tax.

(c)The determination as to which of Section 4.4(a)(i) or 4.4(a)(ii) shall apply to Executive shall be made by Eide Bailly LLP, independent registered public accountants, or any other independent accounting firm selected by mutual agreement of the Company and Executive (the “Accounting Firm”), which agreement shall not be unreasonably withheld or delayed by either party. Such Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the date of Executive’s Qualifying Termination, if applicable, or at such earlier time as is reasonably requested by the Company or Executive. For purposes of determining which of the alternative provisions of Section 4.4(a)(i) or 4.4(a)(ii) shall apply, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality of Executive's residence on the date of the Qualifying Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Any determination by the Accounting Firm shall be binding on the Company and Executive.

4.5Withholding. Notwithstanding anything to the contrary that may be contained elsewhere in this Agreement, all payments made to Executive under this Agreement shall be made net of all taxes and other amounts required to be withheld from the wages or salary of employees under applicable federal, state or local laws or regulations.

5.Termination of Agreement. Notwithstanding Section 2 hereof, this Agreement shall terminate sooner as provided in this Section 5.


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5.1Termination of Employment Other Than for Qualifying Termination. This Agreement shall terminate upon the happening, at any time prior to a Qualifying Termination, of any of the following events:

(a)Executive’s Disability or Death. This Agreement shall terminate upon the termination of Executive’s employment as a result of Executive’s disability pursuant to and in accordance with Section 6(e) of the Employment Agreement. This Agreement also shall terminate immediately in the event of the termination of Executive’s employment due to the death of the Executive.

(b)Retirement. This Agreement shall terminate automatically on Retirement (as hereinafter defined) of Executive. The term “Retirement” as used in this Agreement shall mean termination by the Company or the Executive of Executive’s employment based on the Executive’s having reached age 75 or such other age as shall have been fixed in any arrangement established with the Executive’s consent with respect to Executive retirement.

(c)Cause. This Agreement shall terminate, if Executive’s employment with the Company or an Employer Subsidiary is terminated for Cause.

(d)Termination by Executive without Cause. This Agreement shall terminate upon any voluntary termination (without Good Reason) by Executive of his employment with the Company or the Subsidiary, as the case may be.

In the event of a termination of this Agreement pursuant to this Section 5.1, then, notwithstanding anything to the contrary that may be contained elsewhere herein, except for any severance or other compensation to which Executive may be entitled, by reason of such termination, under the Employment Agreement, neither the Company nor the Subsidiary shall have any liability to Executive, or Executive’s estate, heirs, successors, representatives or assigns, due to such termination of this Agreement or by reason of any prior or subsequent Change in Control.

5.2Effect of Qualifying Termination on Term of this Agreement. In the event of a Qualifying Termination, Executive shall have no further rights or remedies under this Agreement, except his right to receive the severance compensation set forth in Section 4 hereof attributable to the occurrence of the Qualifying Termination. Accordingly, but without limiting the generality of the foregoing, Executive shall not be entitled to receive any compensation under this Agreement in the event of the occurrence of a second Change in Control of the Company after the date of the Executive’s Qualifying Termination.


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directors, shareholders, employees, agents or independent contractors (the “Company Related Parties”), shall be forever released by Executive as a condition precedent to Executive’s rights to receive and the obligations of the Company or Subsidiary (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 4 hereof, irrespective of whether or not such demands, claims, causes of action or rights arise or have arisen under (i) this Agreement, the Employment Agreement, or any other contract, agreement or understanding, written or oral, between Executive and the Company or any of the Company Related Parties, or (ii) any employee or executive benefit plans or programs, including any stock incentive or stock based compensation plans, or (iii) any federal, state or local statutes or government regulations, or otherwise, and whether or not such demands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. Executive further covenants and agrees that such condition precedent shall not be satisfied unless and until he executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company and where such release becomes effective and non-revocable by its own terms within 55 days after the Qualifying Termination.

7.Arbitration of Disputes. Except as otherwise provided in the last sentence of this Section 7 with respect to equitable proceedings and remedies, any controversy or claim arising out of or relating to this Agreement, the performance or non-performance (actual or alleged) by either party of any of such party's respective obligations hereunder or any actual or alleged breach thereof, shall, to the fullest extent permitted by law, be resolved exclusively by binding arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Orange County, California in accordance with the Employment Arbitration Rules and Mediation Procedures of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person, other than Executive or the Company, may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person’s agreement thereto. Judgment upon the award rendered by the arbitrator in any such arbitration proceeding may be entered in any court having jurisdiction thereof. This Section 7 shall be specifically enforceable. The reasonable fees and disbursements of the prevailing party's legal counsel, accountants and experts incurred in connection with any such arbitration proceeding shall be paid by the non-prevailing party in such arbitration proceeding. Notwithstanding anything to the contrary that may be contained in this Section 7, however, each party shall be entitled to bring an action in any court of competent jurisdiction for the purpose of obtaining a temporary restraining order or a preliminary or permanent injunction or other equitable remedies in circumstances in which such relief is appropriate.

8.Miscellaneous.

8.1Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements (including without limitation the Prior Agreement) and understandings, whether written or oral, between the parties with respect to that subject matter.


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enters into a written agreement, in a form reasonably acceptable to Executive, by which such successor-in-interest shall expressly agree to be bound by this Agreement and (ii) no such assignment shall relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this Agreement shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, legal representatives, executors, administrators, heirs, devisees and legatees, and permitted assigns. If Executive should die while any amounts are still payable to him/her pursuant to Section 4 hereof, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

8.3Severability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

8.4Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any right or obligation under or breach of this Agreement, shall not prevent any subsequent enforcement of such term, right or obligation or be deemed a waiver of any prior or subsequent breach of the same obligation.

8.5Notices. Any notices, requests, demands and other communications provided for by this Agreement (“Notices”) shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to Executive at the last address Executive has filed in writing with Employer or, in the case of any Notice to be given to the Company or the Employer (if other than the Company), at its headquarters offices, attention of the Chief Executive Officer, and shall be effective on the date of delivery in person or by courier or two (2) business days after the date such Notice is mailed by registered or certified mail, postage prepaid and return receipt requested (whether or not the requested receipt is returned).

8.6Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized officer or other representative of the Company (other than Executive).

8.7Interpretation and Construction of this Agreement. This Agreement is the result of arms-length bargaining by the parties, each party was represented by legal counsel of such party's choosing in connection with the negotiation and drafting of this Agreement and no provision of this Agreement shall be construed against a party, due to an ambiguity therein or otherwise, by reason of the fact that such provision may have been drafted by counsel for such party. For purposes of this Agreement: (i) the term “including” shall mean “including without limitation” or “including but not limited to”; (iv) the term “or” shall not be deemed to be exclusive; and (v) the terms “hereof,” “herein,” “hereinafter,” “hereunder,” and “hereto,” and any similar terms shall refer to this Agreement as a whole and not to the particular Section, paragraph or clause in which any such term is used, unless the context in which any such term is used clearly indicates otherwise.


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8.8Governing Law. This Agreement is being entered into and will be performed in the State of California and shall be construed under and be governed in all respects by and enforced under the laws of the State of California, without giving effect to its conflict of laws rules or principles.

8.9Headings. The Section and paragraph headings in this Agreement are inserted for convenience of reference only and shall not affect, nor shall be considered in connection with, the construction or application of any of the provisions of this Agreement.

8.10Counterparts. This Agreement may be executed in any number of counterparts, and each such executed counterpart, and any photocopy or facsimile copy thereof, shall constitute an original of this Agreement; but all such executed counterparts and photocopies and facsimile copies thereof shall, together, constitute one and the same instrument.

8.11Code Section 409A. The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the Treasury regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Subsection 8.11 shall be paid (without interest) on the first business day following the expiration of the Delay Period to Executive in a lump sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of Company.

[Remainder of page intentionally left blank.
Signatures of parties follow on next page.]


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

“Company”“Executive”

First Foundation Inc.

By:/s/ ULRICH E. KELLER, JR. /s/ SCOTT F. KAVANAUGH

Name:Ulrich E. Keller, Jr.Name: Scott F. Kavanaugh

Title:Chairman

“Subsidiary”

First Foundation Bank

By:/s/ ULRICH E. KELLER, JR.

Name:Ulrich E. Keller, Jr.

Title:Chairman


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Exhibit 10.4

AMENDED AND RESTATED
CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT

This AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT (the “Agreement”), dated as of August 6, 2020 (“Effective Date”), is made by and between First Foundation Inc., a Delaware corporation (the “Company”), and Ulrich E. Keller, Jr. (the “Executive”), with reference to the following facts and circumstances:

R E C I T A L S:

B.The Company and Executive entered into a Change of Control Severance Compensation Agreement dated September 17, 2007 (“Prior Agreement”);

C.This Agreement entirely replaces and supersedes the Prior Agreement and sets forth the severance compensation which the Company agrees it will pay, or cause the Subsidiary to pay, to Executive if his employment with the Company or First Foundation Advisors (the “Subsidiary”), as the case may be, terminates under one of the circumstances described herein in connection with a Change in Control as set forth below; and

D.Executive is employed as Chairman of Subsidiary under an Employment Agreement dated December 31, 2009 (as amended, the “Employment Agreement”). This Agreement sets forth the rights and obligations of the Company and Executive in the event of a termination of Executive’s employment, due to a Qualifying Termination (as defined below), that occurs in connection with a Change in Control as set forth below. On the other hand, the Employment Agreement, rather than this Agreement, governs and determines the severance compensation (if any) to which Executive would be entitled upon any other termination of Executive’s employment.

NOW, THEREFORE, it is agreed as follows:

1.Definitions. The following terms shall have the respective meanings ascribed to them below in this Section 1:

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1.3The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.8The term “Announcement” means the initial public announcement by the Company of an intended or anticipated Change in Control (provided that such Change in Control actually is consummated).

1.9The term “Cause” is defined in Section 6(a) of the Employment Agreement.

1.10The term “Change in Control” shall mean the occurrence of any of the following:

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Securities of (i) the continuing or surviving person in such merger, consolidation or reorganization (whether or not that is the Company) or (ii) the ultimate Parent, if any, of that continuing or surviving person; or

1.11The term “Employer” means whichever of the Company or Subsidiary is the principal employer of Executive.

1.12The term “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

1.13The term “Qualifying Termination” means (i) the termination of Executive’s employment due to either termination by the Company or Subsidiary without Cause or by Executive for Good Reason and (ii) Executive’s last day of employment occurs on or after the Announcement and before the first anniversary of the Change in Control.

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1.14The term “Vesting Date” means the later to occur of the Qualifying Termination or the Change in Control.

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4.Severance Compensation upon Qualifying Termination of Employment. Subject to Section 3 above, Executive shall be entitled to receive the following items in this Section 4:

(a)Employer shall pay the Executive all amounts owed through the date of Executive’s Qualifying Termination; and

	-5-

(c)All options to purchase stock of the Company granted to the Executive that had not vested as of the date of such Qualifying Termination shall vest effective upon the Vesting Date.

4.4Limitation.

	-6-

Amount, then the Severance Payments that would otherwise be payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the maximum Severance Payments shall not exceed the Threshold Amount. To the extent that there is more than one method of reducing the Severance Payments to bring them within the Threshold Amount, and provided Code Section 409A would not be violated, Executive shall determine which method shall be followed; provided that if Executive fails to make such determination within 45 days after the Company has sent Executive written notice of the need for such reduction, the Company may determine the amount of such reduction in its sole discretion.

5.Termination of Agreement. Notwithstanding Section 2 hereof, this Agreement shall terminate sooner as provided in this Section 5.

5.1Termination of Employment Other Than for Qualifying Termination. This Agreement shall terminate upon the happening, at any time prior to a Qualifying Termination, of any of the following events:

(a)Executive’s Disability or Death. This Agreement shall terminate upon the termination of Executive’s employment as a result of Executive’s disability pursuant to and in

	-7-

accordance with Section 6(e) of the Employment Agreement. This Agreement also shall terminate immediately in the event of the termination of Executive’s employment due to the death of the Executive.

(c)Cause. This Agreement shall terminate, if Executive’s employment with the Company or an Employer Subsidiary is terminated for Cause.

6.Release of Claims. The obligations of the Company under this Agreement shall constitute the only obligations of the Company arising from a Qualifying Termination. Additionally, upon any such Qualifying Termination, except for Executive’s rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 4 hereof, none of the Company, the Subsidiary or any of their affiliates shall have any obligation or liability of any kind or nature whatsoever to Executive by reason of or arising out of his employment with the Company or the Subsidiary or the termination thereof. Executive further agrees that, except for his rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 4 hereof, all demands, claims and causes of action that Executive may have against, and any and all rights that Executive may have to recover any payments, damages, liabilities or other amounts of any kind or nature whatsoever from, the Company, the Subsidiary or any of their affiliates, or any of their respective, officers, directors, shareholders, employees, agents or independent contractors (the “Company Related Parties”), shall be forever released by Executive as a condition precedent to Executive’s rights to receive and the obligations of the Company or Subsidiary (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 4 hereof, irrespective of whether or not such demands, claims, causes of action or rights arise or have arisen under (i) this Agreement, the Employment Agreement, or any other contract, agreement or understanding, written or oral, between Executive and the Company or any of the Company Related Parties, or (ii) any

	-8-

employee or executive benefit plans or programs, including any stock incentive or stock based compensation plans, or (iii) any federal, state or local statutes or government regulations, or otherwise, and whether or not such demands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. Executive further covenants and agrees that such condition precedent shall not be satisfied unless and until he executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company and where such release becomes effective and non-revocable by its own terms within 55 days after the Qualifying Termination.

8.Miscellaneous.

8.2Assignment; Successors and Assigns, etc. Neither party may make any assignment, in whole or in part, of this Agreement or any interest herein, by operation of law or otherwise, or delegate any of their respective duties hereunder, without the prior written consent of the other party; except that in the event of a Change in Control of the Company, the rights and obligations of the Company under this Agreement may be assigned to the successor-in-interest of the Company in such Change in Control without the consent of Executive, provided that (i) such successor-in-interest enters into a written agreement, in a form reasonably acceptable to Executive, by which such successor-in-interest shall expressly agree to be bound by this Agreement and (ii) no such assignment shall relieve the Company of its obligations under this Agreement. Subject to the foregoing restrictions on assignment, this Agreement shall inure to the benefit of and be enforceable by and shall be binding on the parties and their respective successors, legal representatives, executors, administrators, heirs, devisees and legatees, and permitted assigns. If Executive should die while any amounts are still payable to him/her pursuant to Section 4 hereof, all such amounts, unless otherwise provided herein,

	-9-

shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

	-10-

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	-11-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

“Company”“Executive”

First Foundation Inc.

By:/s/ SCOTT F. KAVANAUGH /s/ ULRICH E. KELLER, JR.

Name:Scott F. KavanaughName: Ulrich E. Keller, Jr.

Title:Chief Executive Officer

“Subsidiary”

First Foundation Advisors

By:/s/ JOHN HAKOPIAN

Name:John Hakopian

Title:President

	-12-

Exhibit 10.5

AMENDED AND RESTATED
CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT

This AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT (the “Agreement”), dated as of August 6, 2020 (“Effective Date”), is made by and between First Foundation Inc., a Delaware corporation (the “Company”), and David DePillo (the “Executive”), with reference to the following facts and circumstances:

R E C I T A L S:

B.The Company and Executive entered into a Change of Control Severance Compensation Agreement dated May 11, 2015 (“Prior Agreement”);

D.Executive is employed as President of Subsidiary under an Employment Agreement dated May 11, 2015 (as amended, the “Employment Agreement”). This Agreement sets forth the rights and obligations of the Company and Executive in the event of a termination of Executive’s employment, due to a Qualifying Termination (as defined below), that occurs in connection with a Change in Control as set forth below. On the other hand, the Employment Agreement, rather than this Agreement, governs and determines the severance compensation (if any) to which Executive would be entitled upon any other termination of Executive’s employment.

NOW, THEREFORE, it is agreed as follows:

1.Definitions. The following terms shall have the respective meanings ascribed to them below in this Section 1:

	-1-

1.3The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.8The term “Announcement” means the initial public announcement by the Company of an intended or anticipated Change in Control (provided that such Change in Control actually is consummated).

1.9The term “Cause” is defined in Section 6(a) of the Employment Agreement.

1.10The term “Change in Control” shall mean the occurrence of any of the following:

	-2-

1.11The term “Employer” means whichever of the Company or Subsidiary is the principal employer of Executive.

1.12The term “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

	-3-

1.14 The term “Vesting Date” means the later to occur of the Qualifying Termination or the Change in Control.

	-4-

4.Severance Compensation upon Qualifying Termination of Employment. Subject to Section 3 above, Executive shall be entitled to receive the following items in this Section 4:

(a)Employer shall pay the Executive all amounts owed through the date of Executive’s Qualifying Termination; and

	-5-

(c)All options to purchase stock of the Company granted to the Executive that had not vested as of the date of such Qualifying Termination shall vest effective upon the Vesting Date.

4.4Limitation.

	-6-

5.Termination of Agreement. Notwithstanding Section 2 hereof, this Agreement shall terminate sooner as provided in this Section 5.

5.1Termination of Employment Other Than for Qualifying Termination. This Agreement shall terminate upon the happening, at any time prior to a Qualifying Termination, of any of the following events:

(a)Executive’s Disability or Death. This Agreement shall terminate upon the termination of Executive’s employment as a result of Executive’s disability pursuant to and in

	-7-

(c)Cause. This Agreement shall terminate, if Executive’s employment with the Company or an Employer Subsidiary is terminated for Cause.

	-8-

8.Miscellaneous.

	-9-

shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

	-10-

[Remainder of page intentionally left blank.
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	-11-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

“Company”“Executive”

First Foundation Inc.

By:/s/ SCOTT F. KAVANAUGH /s/ DAVID DEPILLO

Name:Scott F. KavanaughName: David DePillo

Title:Chief Executive Officer

“Subsidiary”

First Foundation Bank

By:/s/ SCOTT F. KAVANAUGH

Name:Scott F. Kavanaugh

Title:Chief Executive Officer

	-12-

Exhibit 10.6

AMENDED AND RESTATED
CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT

This AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT (the “Agreement”), dated as of August 6, 2020 (“Effective Date”), is made by and between First Foundation Inc., a Delaware corporation (the “Company”), and Kevin L. Thompson (the “Executive”), with reference to the following facts and circumstances:

R E C I T A L S:

B. The Company and Executive entered into a Change of Control Severance Compensation Agreement dated June 1, 2020 (“Prior Agreement”);

D.Executive is employed as Executive Vice President and Chief Financial Officer of Subsidiary under an Employment Agreement dated April 22, 2020 and effective as of June 1, 2020 (as amended, the “Employment Agreement”). This Agreement sets forth the rights and obligations of the Company and Executive in the event of a termination of Executive’s employment, due to a Qualifying Termination (as defined below), that occurs in connection with a Change in Control as set forth below. On the other hand, the Employment Agreement, rather than this Agreement, governs and determines the severance compensation (if any) to which Executive would be entitled upon any other termination of Executive’s employment.

NOW, THEREFORE, it is agreed as follows:

1.Definitions. The following terms shall have the respective meanings ascribed to them below in this Section 1:

	-1-

1.3The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.8The term “Announcement” means the initial public announcement by the Company of an intended or anticipated Change in Control (provided that such Change in Control actually is consummated).

1.9The term “Cause” is defined in Section 6(a) of the Employment Agreement.

1.10The term “Change in Control” shall mean the occurrence of any of the following:

	-2-

1.11The term “Employer” means whichever of the Company or Subsidiary is the principal employer of Executive.

1.12The term “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

	-3-

1.14The term “Vesting Date” means the later to occur of the Qualifying Termination or the Change in Control.

	-4-

4.Severance Compensation upon Qualifying Termination of Employment. Subject to Section 3 above, Executive shall be entitled to receive the following items in this Section 4:

(a)Employer shall pay the Executive all amounts owed through the date of Executive’s Qualifying Termination; and

	-5-

(c)All options to purchase stock of the Company granted to the Executive that had not vested as of the date of such Qualifying Termination shall vest effective upon the Vesting Date.

4.4Limitation.

	-6-

5.Termination of Agreement. Notwithstanding Section 2 hereof, this Agreement shall terminate sooner as provided in this Section 5.

5.1Termination of Employment Other Than for Qualifying Termination. This Agreement shall terminate upon the happening, at any time prior to a Qualifying Termination, of any of the following events:

(a)Executive’s Disability or Death. This Agreement shall terminate upon the termination of Executive’s employment as a result of Executive’s disability pursuant to and in

	-7-

(c)Cause. This Agreement shall terminate, if Executive’s employment with the Company or an Employer Subsidiary is terminated for Cause.

	-8-

8.Miscellaneous.

	-9-

shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

	-10-

[Remainder of page intentionally left blank.
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	-11-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

“Company”“Executive”

First Foundation Inc.

By: /s/ SCOTT F. KAVANAUGH /s/ KEVIN L.THOMPSON

Name:Scott F. KavanaughName: Kevin L. Thompson

Title:Chief Executive Officer

“Subsidiary”

First Foundation Bank

By: /s/ SCOTT F. KAVANAUGH

Name:Scott F. Kavanaugh

Title:Chief Executive Officer

	-12-

Exhibit 10.7

AMENDED AND RESTATED
CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT

This AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT (the “Agreement”), dated as of August 6, 2020 (“Effective Date”), is made by and between First Foundation Inc., a Delaware corporation (the “Company”), and Lindsay Lawrence (the “Executive”), with reference to the following facts and circumstances:

R E C I T A L S:

B.The Company and Executive entered into a Change of Control Severance Compensation Agreement dated June 1, 2015 (“Prior Agreement”);

C.This Agreement entirely replaces and supersedes the Prior Agreement and sets forth the severance compensation which the Company agrees it will pay, or cause the Subsidiary to pay, to Executive if her employment with the Company or First Foundation Bank (the “Subsidiary”), as the case may be, terminates under one of the circumstances described herein in connection with a Change in Control as set forth below; and

D.Executive is employed as Executive Vice President and Director of Depository Services of Subsidiary under an Employment Agreement dated June 1, 2015 (as amended, the “Employment Agreement”). This Agreement sets forth the rights and obligations of the Company and Executive in the event of a termination of Executive’s employment, due to a Qualifying Termination (as defined below), that occurs in connection with a Change in Control as set forth below. On the other hand, the Employment Agreement, rather than this Agreement, governs and determines the severance compensation (if any) to which Executive would be entitled upon any other termination of Executive’s employment.

NOW, THEREFORE, it is agreed as follows:

1.Definitions. The following terms shall have the respective meanings ascribed to them below in this Section 1:

	-1-

1.3The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

1.8The term “Announcement” means the initial public announcement by the Company of an intended or anticipated Change in Control (provided that such Change in Control actually is consummated).

1.9The term “Cause” is defined in Section 6(a) of the Employment Agreement.

1.10The term “Change in Control” shall mean the occurrence of any of the following:

	-2-

1.11The term “Employer” means whichever of the Company or Subsidiary is the principal employer of Executive.

1.12The term “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

	-3-

1.14The term “Vesting Date” means the later to occur of the Qualifying Termination or the Change in Control.

1.15The term “Good Reason” means the occurrence (in which the initial existence occurs on or after the Announcement) of any one or more of the items (each a “Good Reason Event”) enumerated in subsections 1.15(a) through 1.15(f) without the prior written consent of the Executive. Executive must give the Company written notice of the alleged Good Reason Event within 90 days of its initial existence and the Company shall then have 30 days to cure the Good Reason Event. If the Company does not timely cure the Good Reason Event then Executive must provide the Company with written notice that she is terminating her employment for Good Reason and resigning from all positions she is then holding with the Company and Subsidiary and such termination must occur within 45 days after the end of the foregoing 30 day cure period.

(b)Reduction in Base Salary. Executive's Base Annual Salary (as defined in her Employment Agreement and as in effect immediately prior to the Announcement) is reduced, unless such reduction is made (i) as part of an across-the-board cost cutting measure that is applied equally or proportionately to all senior executives of the Employer, or (ii) as a result of Executive’s disability (determined as provided in Section 6(e) of the Employment Agreement), or any acts or omissions of Executive which would entitle Employer to terminate Executive’s employment for Cause.

(c)Discontinuance or Reduction of Bonus Opportunity Under Bonus Compensation Plan. Executive's bonus and/or incentive compensation award opportunity under any incentive or bonus compensation plan or program in which she is participating immediately prior to the Announcement is discontinued or significantly reduced, unless such discontinuance or reduction (i) is expressly permitted under the terms of such plan or program, or (ii) is a result of a policy of Employer applied equally or proportionately to all senior executives of Employer participating in such plan or program, or (iii) is the result of the replacement of such plan or program with another bonus or incentive compensation plan in which Executive is afforded substantially comparable bonus or incentive compensation opportunities.

	-4-

3.Requirements to Compensation. No compensation shall be payable under this Agreement unless and until there has been both (i) a Qualifying Termination and (ii) Executive has timely complied with the requirements of Section 6. If the foregoing requirements are each satisfied, then Executive shall be entitled to the compensation provided in Section 4 of this Agreement, provided that she also complies with the other terms of this Agreement, including the release agreement requirement set forth in Section 6.

4.Severance Compensation upon Qualifying Termination of Employment. Subject to Section 3 above, Executive shall be entitled to receive the following items in this Section 4:

(a)Employer shall pay the Executive all amounts owed through the date of Executive’s Qualifying Termination; and

(b)Employer also shall pay to Executive, at the applicable time set forth in Section 4.2, an amount equal to the difference of (x) the product of two (2) times the sum of (i) Executive’s Base Annual Salary in effect as of immediately before the Announcement and (ii) an amount equal to the Maximum Bonus Award (as hereinafter defined) payable to Executive under any incentive or bonus compensation plan in which she was participating at the time of such termination of employment, minus (y) the aggregate amount of any severance payments that had been provided to Executive under Section 7(b) of the Employment Agreement. For purposes hereof, the term “Maximum Bonus Award” shall mean the amount of the bonus compensation that would be paid to Executive under such incentive or bonus compensation plan assuming that all performance goals or targets required to have been achieved as a condition of the payment of the maximum bonus under such plan were achieved and all other conditions precedent to the payment of such bonus compensation were satisfied.

	-5-

(c)All options to purchase stock of the Company granted to the Executive that had not vested as of the date of such Qualifying Termination shall vest effective upon the Vesting Date.

(e)The Company or the Subsidiary shall maintain in full force and effect, during the period commencing on the date of such Qualifying Termination and ending on the December 31 of the second calendar year following the calendar year in which such termination occurred (the “Benefit Continuation Period”), all employee medical, dental and vision plans and programs, disability plans and programs and all life insurance programs in which the Executive and/or her family members were entitled to participate or under which they were entitled to receive benefits immediately prior to the date of the occurrence of the Qualifying Termination, provided, however, that if such continued participation is prohibited under the general terms and provisions of such plans and programs, then, the Company or the Subsidiary shall, at its expense, arrange for substantially equivalent benefits to be provided to Executive and/or her family members during the Benefit Continuation Period. Notwithstanding the foregoing, however, there shall only be included as benefits to which Executive and/or her family members shall be entitled under this Section 4.1(e), and Executive and/or such family members shall only be entitled to, those benefits if the plans or programs in which Executive or her family members were participating immediately prior to the occurrence of the Qualifying Termination were exempt from the term “nonqualified deferred compensation plan” under Section 409A of the Code.

4.4Limitation.

	-6-

5.Termination of Agreement. Notwithstanding Section 2 hereof, this Agreement shall terminate sooner as provided in this Section 5.

5.1Termination of Employment Other Than for Qualifying Termination. This Agreement shall terminate upon the happening, at any time prior to a Qualifying Termination, of any of the following events:

(a)Executive’s Disability or Death. This Agreement shall terminate upon the termination of Executive’s employment as a result of Executive’s disability pursuant to and in

	-7-

(c)Cause. This Agreement shall terminate, if Executive’s employment with the Company or an Employer Subsidiary is terminated for Cause.

(d)Termination by Executive without Cause. This Agreement shall terminate upon any voluntary termination (without Good Reason) by Executive of her employment with the Company or the Subsidiary, as the case may be.

5.2Effect of Qualifying Termination on Term of this Agreement. In the event of a Qualifying Termination, Executive shall have no further rights or remedies under this Agreement, except her right to receive the severance compensation set forth in Section 4 hereof attributable to the occurrence of the Qualifying Termination. Accordingly, but without limiting the generality of the foregoing, Executive shall not be entitled to receive any compensation under this Agreement in the event of the occurrence of a second Change in Control of the Company after the date of the Executive’s Qualifying Termination.

6.Release of Claims. The obligations of the Company under this Agreement shall constitute the only obligations of the Company arising from a Qualifying Termination. Additionally, upon any such Qualifying Termination, except for Executive’s rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 4 hereof, none of the Company, the Subsidiary or any of their affiliates shall have any obligation or liability of any kind or nature whatsoever to Executive by reason of or arising out of her employment with the Company or the Subsidiary or the termination thereof. Executive further agrees that, except for her rights and the obligations of the Company or the Subsidiary (as the case may be) under Section 4 hereof, all demands, claims and causes of action that Executive may have against, and any and all rights that Executive may have to recover any payments, damages, liabilities or other amounts of any kind or nature whatsoever from, the Company, the Subsidiary or any of their affiliates, or any of their respective, officers, directors, shareholders, employees, agents or independent contractors (the “Company Related Parties”), shall be forever released by Executive as a condition precedent to Executive’s rights to receive and the obligations of the Company or Subsidiary (as the case may be) to pay or provide to Executive the severance compensation and benefits provided for in Section 4 hereof, irrespective of whether or not such demands, claims, causes of action or rights arise or have arisen under (i) this Agreement, the Employment Agreement, or any other contract, agreement or understanding, written or oral, between Executive and the Company or any of the Company Related Parties, or (ii) any

	-8-

employee or executive benefit plans or programs, including any stock incentive or stock based compensation plans, or (iii) any federal, state or local statutes or government regulations, or otherwise, and whether or not such demands, claims, causes of action or rights are known or unknown, certain or uncertain, or suspected or unsuspected by Executive. Executive further covenants and agrees that such condition precedent shall not be satisfied unless and until she executes and delivers to the Company all appropriate written agreements reflecting such settlement and complete release in a form reasonably acceptable to the Company and where such release becomes effective and non-revocable by its own terms within 55 days after the Qualifying Termination.

8.Miscellaneous.

	-9-

shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate.

	-10-

[Remainder of page intentionally left blank.
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	-11-

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

“Company”“Executive”

First Foundation Inc.

By:/s/ SCOTT F. KAVANAUGH /s/ LINDSAY LAWRENCE

Name:Scott F. KavanaughName: Lindsay Lawrence

Title:Chief Executive Officer

“Subsidiary”

First Foundation Bank

By:/s/ SCOTT F. KAVANAUGH

Name:Scott F. Kavanaugh

Title:Chief Executive Officer

	-12-

Exhibit 31.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Scott Kavanaugh, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of First Foundation Inc. for the quarter ended June 30, 2020;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2020


	/s/ SCOTT KAVANAUGH
	Scott Kavanaugh
	Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Kevin Thompson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of First Foundation Inc. for the quarter ended June 30, 2020;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2020

EVIN THOMPSON
	/s/ KEVN THOMPSON
	Kevin Thompson
	Executive Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

UNDER

SECTION 906 OF THE SARBANES-OXLEY ACT

FIRST FOUNDATION INC.

Quarterly Report on Form 10-Q

for the Quarter ended June 30, 2020

The undersigned, who is the Chief Executive Officer of First Foundation Inc (the “Company”), hereby certifies that (i) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as filed by the Company with the Securities and Exchange Commission (the “Quarterly Report”), to which this Certification is an Exhibit, fully complies with the applicable requirements of Section 13(a) and 15(d) of the Exchange Act; and (ii) the information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 7, 2020

	/s/ SCOTT KAVANAUGH
	Scott Kavanaugh
	Chief Executive Officer

	A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

UNDER

SECTION 906 OF THE SARBANES-OXLEY ACT

FIRST FOUNDATION INC.

Quarterly Report on Form 10-Q

for the Quarter ended June 30, 2020

The undersigned, who is the Chief Financial Officer of First Foundation Inc. (the “Company”), hereby certifies that (i) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as filed by the Company with the Securities and Exchange Commission (the “Quarterly Report”), to which this Certification is an Exhibit, fully complies with the applicable requirements of Section 13(a) and 15(d) of the Exchange Act; and (ii) the information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 7, 2020

EVIN THOMPSON
	/s/ KEVIN THOMPSON
	Kevin Thompson
	Executive Vice President and Chief Financial Officer

	A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.