First Foundation Inc. - Quarter Report: 2017 March (Form 10-Q)

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 March 31, 2017

☐	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)

(949) 202-4160

(Registrant’s telephone number, including area code)

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 and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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.) (Check one):


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 May 4, 2017, there were 33,342,246 shares of registrant’s common stock outstanding.

FIRST FOUNDATION INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017

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	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

Part II. Other Information

Item 1A	Risk Factors	34

Item 6	Exhibits	35

SIGNATURES		S-1

EXHIBITS		E-1

(i)

PART I — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

FIRST FOUNDATION INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	March 31, 2017			December 31, 2016
		(unaudited)
ASSETS

Cash and cash equivalents	$	75,972		$	597,946
Securities available-for-sale (“AFS”)		493,983			509,578
Loans held for sale		206,969			250,942
Loans, net of deferred fees		2,865,710			2,555,709
Allowance for loan and lease losses (“ALLL”)		(15,700	)		(15,400	)
Net loans		2,850,010			2,540,309

Premises and equipment, net		6,870			6,730
Investment in FHLB stock		17,326			33,750
Deferred taxes		16,405			16,811
Real estate owned (“REO”)		1,400			1,734
Goodwill and intangibles		2,122			2,177
Other assets		16,860			15,426
Total Assets	$	3,687,917		$	3,975,403

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities:
Deposits	$	2,780,377		$	2,426,795
Borrowings		602,000			1,250,000
Accounts payable and other liabilities		13,760			14,344
Total Liabilities		3,396,137			3,691,139

Commitments and contingencies		—			—
Shareholders’ Equity
Common Stock, par value $.001: 70,000,000 shares authorized; 33,007,595 and 32,719,632 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively		33			16
Additional paid-in-capital		234,272			232,428
Retained earnings		63,178			57,065
Accumulated other comprehensive loss, net of tax		(5,703	)		(5,245	)
Total Shareholders’ Equity		291,780			284,264
Total Liabilities and Shareholders’ Equity	$	3,687,917		$	3,975,403

(See accompanying notes to the consolidated financial statements)

FIRST FOUNDATION INC.

CONSOLIDATED INCOME STATEMENTS - UNAUDITED

(In thousands, except share and per share amounts)

	For the Quarter Ended March 31,
	2017		2016
Interest income:
Loans	$	26,491	$	18,170
Securities		3,031		3,121
FHLB stock, fed funds sold and interest-bearing deposits		838		407
Total interest income		30,360		21,698

Interest expense:
Deposits		3,192		1,795
Borrowings		1,110		542
Total interest expense		4,302		2,337

Net interest income		26,058		19,361

Provision for loan losses		69		400

Net interest income after provision for loan losses		25,989		18,961

Noninterest income:
Asset management, consulting and other fees		6,215		6,001
Gain on sale of loans		300		—
Gain on capital market activities		—		311
Gain on sale of REO		104		—
Other income		1,164		673
Total noninterest income		7,783		6,985

Noninterest expense:
Compensation and benefits		14,755		12,724
Occupancy and depreciation		3,414		2,815
Professional services and marketing costs		3,429		1,723
Other expenses		3,111		2,155
Total noninterest expense		24,709		19,417

Income before taxes on income		9,063		6,529
Taxes on income		2,950		2,742
Net income	$	6,113	$	3,787

Net income per share:
Basic	$	0.19	$	0.12
Diluted	$	0.18	$	0.11
Shares used in computation:
Basic		32,805,010		32,006,176
Diluted		33,961,220		33,169,064

(See accompanying notes to the consolidated financial statements)

FIRST FOUNDATION INC.

CONSOLIDATED STATEMENT OF CHANGES

IN SHAREHOLDERS’ EQUITY - Unaudited

(In thousands, except share amounts)

	Common Stock								Accumulated Other
	Number of Shares	Amount		Additional Paid-in Capital			Retained Earnings		Comprehensive Income (Loss)			Total
Balance: December 31, 2016	32,719,632	$	16	$	232,428		$	57,065	$	(5,245	)	$	284,264
Effect of stock split	—		17		(17	)		—		—			—
Net income	—		—		—			6,113		—			6,113
Other comprehensive income	—		—		—			—		(458	)		(458	)
Stock based compensation	—		—		442			—		—			442
Issuance of common stock:
Exercise of options	264,300		—		1,419			—		—			1,419
Issuance of restricted stock	23,663		—		—			—		—			—
Balance: March 31, 2017	33,007,595	$	33	$	234,272		$	63,178	$	(5,703	)	$	291,780

(See accompanying notes to the consolidated financial statements)

FIRST FOUNDATION INC.

CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME - UNAUDITED

(In thousands)

	For the Quarter Ended March 31,
	2017			2016

Net income	$	6,113		$	3,787

Other comprehensive income:
Unrealized holding gains (losses) on securities arising during the period		(778	)		9,199
Other comprehensive income (loss) before tax		(778	)		9,199
Income tax expense (benefit) related to items of other comprehensive income		(320	)		3,608
Other comprehensive income (loss)		(458	)		5,591

Less: Reclassification adjustment for (gains) losses included in net earnings		—			(311	)
Income tax expense (benefit) related to reclassification adjustment		—			133
Reclassification adjustment for (gains) losses included in net earnings, net of tax		—			178
Other comprehensive income (loss), net of tax		(458	)		5,413

Total comprehensive income	$	5,655		$	9,200

(See accompanying notes to the consolidated financial statements)

FIRST FOUNDATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(In thousands)

	For the Three Months Ended March 31,
	2017			2016
Cash Flows from Operating Activities:
Net income	$	6,113		$	3,787
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		69			400
Stock–based compensation expense		442			317
Depreciation and amortization		553			396
Deferred tax expense		726			534
Accretion of discounts on purchased loans, net		(77	)		(95	)
Gain on sale of loans		(300	)		—
Gain on capital market activities		—			(311	)
Gain on sale of REO		(104	)		—
Increase in other assets		(1,339	)		(502	)
Decrease in accounts payable and other liabilities		(584	)		(780	)
Net cash provided by operating activities		5,499			3,746

Cash Flows from Investing Activities:
Net increase in loans (including changes in loans held for sale)		(286,518	)		(287,499	)
Proceeds from sale of loans		20,985			—
Proceeds from sale of REO		438			3,702
Purchase of premises and equipment		(693	)		(2,193	)
Purchase of securities AFS		(1,654	)		(27,278	)
Proceeds from sale of securities AFS		—			39,456
Maturities of AFS securities		16,544			13,877
Sale of FHLB stock, net		16,424			4,401
Net cash used in investing activities		(234,474	)		(255,534	)

Cash Flows from Financing Activities:
Increase in deposits		353,582			250,930
FHLB Advances – net decrease		(668,000	)		(163,000	)
Proceeds – term note		20,000			—
Proceeds from sale of stock, net		1,419			927
Net cash (used in) provided by financing activities		(292,999	)		88,857

Decrease in cash and cash equivalents		(521,974	)		(162,931	)
Cash and cash equivalents at beginning of year		597,946			215,748
Cash and cash equivalents at end of period	$	75,972		$	52,817

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	3,827		$	2,201
Income taxes	$	255		$	2,150
Noncash transactions:
Transfer of loans to (from) loans held for sale		(44,521	)		260,075
Mortgage servicing rights created from loan sales		113			—
Chargeoffs (recoveries) against allowance for loans losses	$	(231	)	$	—

(See accompanying notes to the consolidated financial statements)

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 - 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 inter-company 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 2017 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. Those financial statements assume that readers of this Report 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, 2016.

On January 18, 2017, the Company completed a two-for-one stock split in the form of a stock dividend. Each stockholder of record at the close of business of January 4, 2017 received one additional share of common stock for every share held. All share and per share amounts included in the financial statements have been adjusted to reflect the effect of this stock split.

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the 2017 presentation.

In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-04 “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which provides updated guidance on how an entity is required to test goodwill for impairment. This update is effective for the Company for annual periods beginning after December 15, 2019, and interim periods within those annual periods. The adoption of ASU No. 2017-04 is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15 “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” which provides guidance for eight specific cash flow issues. FASB issued the standard to clarify areas where GAAP has been either unclear or lacking in specific guidance. This update is effective for the Company for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The adoption of ASU No. 2016-15 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued 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, will apply 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. This update is effective for the Company for annual periods beginning after December 15, 2019, and interim periods within those annual periods. The Company has begun analyzing the data requirements needed to implement the adoption of ASU 2016-13 and we expect that the adoption of ASU 2016-13 may have a significant impact on the Company’s recording of its allowance for loan losses. The impact of the implementation of ASU 2016-13 is undeterminable at this time.

On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The most significant change for lessees is the requirement under the new guidance to recognize right-of-use assets and lease liabilities for all leases not considered short-term leases, which is generally defined as a lease term of less than 12 months. This change will result in lessees recognizing right-of-use assets and lease liabilities for most leases accounted for as operating leases under current lease accounting guidance. The amendments in this Update are effective for interim and annual periods beginning after December 15, 2018. We expect the adoption of ASU 2016-02 to impact the Company’s accounting for its building leases at each of its locations and the Company is evaluating the effects of the adoption of ASU 2016-02 on its financial statements and disclosures.

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

On January 5, 2016, the FASB issued ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). Changes made to the current measurement model primarily affect the accounting for equity securities with readily determinable fair values, where changes in fair value will impact earnings instead of other comprehensive income. The accounting for other financial instruments, such as loans, investments in debt securities, and financial liabilities is largely unchanged. The Update also changes the presentation and disclosure requirements for financial instruments including a requirement that public business entities use exit price when measuring the fair value of financial instruments measured at amortized cost for disclosure purposes. This Update is generally effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of ASU No. 2016-01 is not expected to have a material impact on the Company’s consolidated financial statements.

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – 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.

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
	Total		Level 1		Level 2		Level 3
(dollars in thousands)
March 31, 2017:
Investment securities available for sale:
US Treasury securities	$	298	$	298	$	—	$	—
Agency mortgage-backed securities		454,424		—		454,424		—
Beneficial interest – FHLMC securitization		39,261		—		—		39,261
Total assets at fair value on a recurring basis	$	493,983	$	298	$	454,424	$	39,261

December 31, 2016:
Investment securities available for sale:
US Treasury securities	$	297	$	297	$	—	$	—
Agency mortgage-backed securities		468,909		—		468,909		—
Beneficial interest – FHLMC securitization		40,372		—		—		40,372
Total assets at fair value on a recurring basis	$	509,578	$	297	$	468,909	$	40,372

The decrease in level 3 assets from December 31, 2016 was due to Beneficial interest – FHLMC securitization maturities.

Fair Value of Financial Instruments

We have elected to use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale are measured at fair value on a recurring basis. Additionally, from time to time, we may be required to measure at fair value other assets 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.

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.

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

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 – FHLMC securitization. Significant assumptions in the valuation of these Level 3 securities as of March 31, 2017 included a prepayment rate of 15% and discount rates ranging from 4.0% 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, other than impaired loans. 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. 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 at quarter-end. 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.

Borrowings. The fair value of $582 million in 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. The $20.0 million term loan is a variable rate loan for which the rate adjusts quarterly, and as such, its fair value is based on its carrying value resulting in a Level 3 classification.

Assets Measured at Fair Value on a Nonrecurring Basis

Impaired Loans. ASC 820-10 applies to loans measured for impairment in accordance with ASC 310-10, “Accounting by Creditors for Impairment of a Loan”, at the fair value of the loan’s collateral (if the loan is collateral dependent) less estimated selling costs. 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 $11.1 million and $9.0 million at March 31, 2017 and December 31, 2016, respectively. There were no specific reserves related to these loans at March 31, 2017 and December 31, 2016.

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

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. As of March 31, 2017 and December 31, 2016, the fair value of real estate owned was $1.4 million and $1.7 million, respectively.

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
March 31, 2017:
Assets:
Cash and cash equivalents	$	75,972	$	75,972	$	—	$	—	$	75,972
Securities AFS		493,983		298		454,424		39,261		493,983
Loans		2,850,010		—		—		3,042,640		3,042,640
Loans held for sale		206,969		—		—		209,453		209,453
Investment in FHLB stock		17,326		—		17,326		—		17,326

Liabilities:
Deposits		2,780,377		2,025,867		754,663		—		2,780,530
Borrowings		602,000		—		582,000		20,000		602,000

December 31, 2016:
Assets:
Cash and cash equivalents	$	597,946	$	597,946	$	—	$	—	$	597,946
Securities AFS		509,578		297		468,909		40,372		509,578
Loans, net		2,540,309		—		—		2,529,360		2,529,360
Loans held for sale		250,942		—		—		253,953		253,953
Investment in FHLB stock		33,750		—		33,750		—		33,750

Liabilities:
Deposits		2,426,795		1,797,329		629,594		—		2,426,923
Borrowings		1,250,000		—		1,250,000		—		1,250,000

NOTE 3: SECURITIES

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

	Amortized		Gross Unrealized					Estimated
(dollars in thousands)	Cost		Gains		Losses			Fair Value
March 31, 2017:
US Treasury securities	$	300	$	—	$	(2	)	$	298
Agency mortgage-backed securities		461,954		264		(7,794	)		454,424
Beneficial interests in FHLMC securitization		41,420		298		(2,457	)		39,261
Total	$	503,674	$	562	$	(10,253	)	$	493,983

December 31, 2016:
US Treasury securities	$	300	$	—	$	(3	)	$	297
Agency mortgage-backed securities		476,163		160		(7,414	)		468,909
Beneficial interests in FHLMC securitization		42,028		711		(2,367	)		40,372
Total	$	518,491	$	871	$	(9,784	)	$	509,578

The US Treasury securities are pledged as collateral to the State of California to meet regulatory requirements related to the Bank’s trust operations.

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

The table below indicates, as of March 31, 2017, 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 March 31, 2017
	Less than 12 months					12 months or more					Total
(dollars in thousands)	Fair Value			Unrealized Loss		Fair Value			Unrealized Loss		Fair Value		Unrealized Loss
US Treasury securities	$	298	$	(2	)	$	—	$	—		$	298	$	(2	)
Agency mortgage backed securities		432,023		(7,794	)		—		—			432,023		(7,794	)
Beneficial interests in FHLMC securitization		15,714		(1,842	)		2,045		(615	)		17,759		(2,457	)
Total temporarily impaired securities	$	448,035	$	(9,638	)	$	2,045	$	(615	)	$	450,080	$	(10,253	)

Unrealized losses on, US Treasury securities, FNMA and FHLB agency notes and agency mortgage-backed securities, as well as beneficial interests in FHLMC securitization have not been recognized into income because the issuer bonds are of high credit quality, management does not intend to sell and 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 interest rates. The fair value is expected to recover as the bonds approach maturity.

The scheduled maturities of securities AFS and the related weighted average yields were as follows as of March 31, 2017:

(dollars in thousands)	Less than 1 Year			1 Through 5 years			5 Through 10 Years			After 10 Years			Total
Amortized Cost:
US Treasury securities	$	—		$	300		$	—		$	—		$	300
Weighted average yield		—	%		0.90	%		—	%		—	%		0.90	%

Estimated Fair Value:
US Treasury securities	$	—		$	298		$	—		$	—		$	298

Agency mortgage backed securities and beneficial interests in FHLMC securitization 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 in FHLMC securitization as of March 31, 2017 was 2.54%.

NOTE 4: LOANS

The following is a summary of our loans as of:

(dollars in thousands)	March 31, 2017		December 31, 2016
Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily	$	1,470,306	$	1,178,003
Single family		613,595		602,886
Total real estate loans secured by residential properties		2,083,901		1,780,889
Commercial properties		480,129		476,959
Land and construction		25,057		24,100
Total real estate loans		2,589,087		2,281,948
Commercial and industrial loans		243,305		237,941
Consumer loans		29,064		32,127
Total loans		2,861,456		2,552,016
Premiums, discounts and deferred fees and expenses		4,254		3,693
Total	$	2,865,710	$	2,555,709

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

As of March 31, 2017 and December 31, 2016, the principal balances shown above are net of unaccreted discount related to loans acquired in an acquisition of $1.5 million and $1.6 million, respectively.

In 2015 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. The carrying amount of these purchased credit impaired loans is as follows for the periods indicated:

(dollars in thousands)	March 31, 2017			December 31, 2016
Outstanding principal balance:
Total real estate loans	$	293		$	295
Commercial and industrial loans		4,189			4,258
Consumer loans		—			17
Total loans		4,482			4,570
Unaccreted discount on purchased credit impaired loans		(1,164	)		(1,198	)
Total	$	3,318		$	3,373

Accretable yield, or income expected to be collected on purchased credit impaired loans, is as follows as of:

(dollars in thousands)	March 31, 2017			December 31, 2016

Beginning balance	$	289		$	582
Accretion of income		(27	)		(185	)
Reclassifications from nonaccretable difference		—			—
Acquisition		—			—
Disposals		—			(108	)
Ending balance	$	262		$	289

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

	Past Due and Still Accruing												Total Past
(dollars in thousands)	30–59 Days			60-89 Days			90 Days or More			Nonaccrual			Due and Nonaccrual			Current		Total
March 31, 2017:
Real estate loans:
Residential properties	$	—		$	499		$	—		$	3,674		$	4,173		$	2,079,728	$	2,083,901
Commercial properties		—			—			2,118			1,100			3,218			476,911		480,129
Land and construction		—			—			—			—			—			25,057		25,057
Commercial and industrial loans		12,975			1,322			3,778			2,927			21,002			222,303		243,305
Consumer loans		—			—			—			—			—			29,064		29,064
Total	$	12,975		$	1,821		$	5,896		$	7,701		$	28,393		$	2,833,063	$	2,861,456

Percentage of total loans		0.45	%		0.06	%		0.21	%		0.27	%		0.99	%

December 31, 2016:
Real estate loans:
Residential properties	$	—		$	—		$	—		$	3,759		$	3,759		$	1,777,130	$	1,780,889
Commercial properties		—			—			2,128			1,120			3,248			473,711		476,959
Land and construction		—			—			—			—			—			24,100		24,100
Commercial and industrial loans		—			2			3,800			3,359			7,161			230,780		237,941
Consumer loans		—			—			—			—			—			32,127		32,127
Total	$	—		$	2		$	5,928		$	8,238		$	14,168		$	2,537,848	$	2,552,016

Percentage of total loans		—	%		0.00	%		0.23	%		0.32	%		0.56	%

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

The level of delinquent loans and nonaccrual loans have been adversely impacted by the loans acquired in an acquisition. As of March 31, 2017, of the $13.6 million in loans over 90 days past due, including loans on nonaccrual, $3.7 million, or 28% were loans acquired in an acquisition.

During the first quarter ending March 31, 2017, the Company did not have additional loans classified as troubled debt restructurings (“TDR”). As of December 31, 2016, the Company had five loans with a balance of $3.1 million classified as TDR which are included as nonaccrual in the table above. These loans have been paying in accordance with the terms of their restructure.

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

	March 31, 2017							December 31, 2016
(dollars in thousands)	Accrual			Nonaccrual	Total			Accrual	Nonaccrual		Total
Commercial and industrial	$	272	$	2,677	$	2,949	$	317	$	3,109	$	3,426

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

NOTE 5: ALLOWANCE FOR LOAN LOSSES

The following is a roll forward of the Bank’s allowance for loan losses for the quarters ended March 31:

(dollars in thousands)	Beginning Balance		Provision for Loan Losses			Charge-offs		Recoveries		Ending Balance
2017:
Real estate loans:
Residential properties	$	6,669	$	1,748		$	—	$	—	$	8,417
Commercial properties		2,983		339			—		—		3,322
Land and construction		233		30			—		—		263
Commercial and industrial loans		5,227		(2,057	)		—		231		3,401
Consumer loans		288		9			—		—		297
Total	$	15,400	$	69		$	—	$	231	$	15,700

2016:
Real estate loans:
Residential properties	$	6,799	$	(370	)	$	—	$	—	$	6,429
Commercial properties		1,813		464			—		—		2,277
Land and construction		103		23			—		—		126
Commercial and industrial loans		1,649		140			—		—		1,789
Consumer loans		236		143			—		—		379
Total	$	10,600	$	400		$	—	$	—	$	11,000

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

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

(dollars in thousands)	Allowance for Loan Losses								Unaccreted Credit
	Evaluated for Impairment				Purchased				Component
	Individually		Collectively		Impaired		Total		Other Loans
March 31, 2017:
Allowance for loan losses:
Real estate loans:
Residential properties	$	—	$	8,417	$	—	$	8,417	$	120
Commercial properties		—		3,322		—		3,322		116
Land and construction		—		263		—		263		2
Commercial and industrial loans		—		3,401		—		3,401		134
Consumer loans		—		297		—		297		18
Total	$	—	$	15,700	$	—	$	15,700	$	390
Loans:
Real estate loans:
Residential properties	$	5,992	$	2,077,909	$	—	$	2,083,901	$	12,190
Commercial properties		2,109		477,844		176		480,129		19,736
Land and construction		—		25,057		—		25,057		435
Commercial and industrial loans		2,959		237,204		3,142		243,305		19,626
Consumer loans		—		29,064		—		29,064		1,204
Total	$	11,060	$	2,847,078	$	3,318	$	2,861,456	$	53,191

December 31, 2016:
Allowance for loan losses:
Real estate loans:
Residential properties	$	—	$	6,669	$	—	$	6,669	$	128
Commercial properties		—		2,983		—		2,983		136
Land and construction		—		233		—		233		2
Commercial and industrial loans		—		5,227		—		5,227		147
Consumer loans		—		288		—		288		19
Total	$	—	$	15,400	$	—	$	15,400	$	432
Loans:
Real estate loans:
Residential properties	$	6,093	$	1,774,796	$	—	$	1,780,889	$	12,373
Commercial properties		2,148		474,634		177		476,959		24,796
Land and construction		—		24,100		—		24,100		437
Commercial and industrial loans		753		233,992		3,196		237,941		20,165
Consumer loans		—		32,127		—		32,127		1,266
Total	$	8,994	$	2,539,649	$	3,373	$	2,552,016	$	59,037

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 0.73% and 0.73% of the stated principal balance of these loans as of March 31, 2017 and December 31, 2016, respectively. In addition to this unaccreted credit component discount, an additional $0.5 million and $0.5 million of ALLL has been provided for these loans March 31, 2017 and December 31, 2016, respectively.

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.

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

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.

Impaired: A loan is considered impaired, when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement.

Additionally, all loans classified as TDRs are considered impaired at the time they are restructured. Purchased credit impaired loans are not considered impaired loans for these purposes.

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:

(dollars in thousands)	Pass		Special Mention		Substandard		Impaired		Total
March 31, 2017:
Real estate loans:
Residential properties	$	2,076,409	$	1,500	$	—	$	5,992	$	2,083,901
Commercial properties		473,724		1,903		2,393		2,109		480,129
Land and construction		25,057		—		—		—		25,057
Commercial and industrial loans		228,680		5,984		5,682		2,959		243,305
Consumer loans		29,064		—		—		—		29,064
Total	$	2,832,934	$	9,387	$	8,075	$	11,060	$	2,861,456

December 31, 2016:
Real estate loans:
Residential properties	$	1,773,296	$	1,500	$	—	$	6,093	$	1,780,889
Commercial properties		470,484		1,913		2,414		2,148		476,959
Land and construction		24,100		—		—		—		24,100
Commercial and industrial loans		219,676		3,625		13,887		753		237,941
Consumer loans		32,127		—		—		—		32,127
Total	$	2,519,683	$	7,038	$	16,301	$	8,994	$	2,552,016

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

Impaired loans evaluated individually and any related allowance are as follows as of:

	With No Allowance Recorded				With an Allowance Recorded
(dollars in thousands)	Unpaid Principal Balance		Recorded Investment		Unpaid Principal Balance		Recorded Investment		Related Allowance
March 31, 2017:
Real estate loans:
Residential properties	$	5,992	$	5,992	$	—	$	—	$	—
Commercial properties		2,109		2,109		—		—		—
Commercial and industrial loans		2,959		2,959		—		—		—
Consumer loans		—		—		—		—		—
Total	$	11,060	$	11,060	$	—	$	—	$	—

December 31, 2016:
Real estate loans:
Residential properties	$	6,093	$	6,093	$	—	$	—	$	—
Commercial properties		2,148		2,148		—		—		—
Commercial and industrial loans		753		753		—		—		—
Consumer loans		—		—		—		—		—
Total	$	8,994	$	8,994	$	—	$	—	$	—

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

	Three months Ended March 31, 2017				Year Ended December 31, 2016
(dollars in thousands)	Average Recorded Investment		Interest Income after Impairment		Average Recorded Investment		Interest Income after Impairment
Real estate loans:
Residential properties	$	6,041	$	20	$	1,970	$	14
Commercial properties		2,130		11		2,252		17
Commercial and industrial loans		2,983		1		1,673		20
Consumer loans		—		—		4		—
Total	$	11,154	$	32	$	5,899	$	51

There was no interest income recognized on a cash basis in either 2017 or 2016 on impaired loans.

NOTE 6: LOAN SALES AND MORTGAGE SERVICING RIGHTS

In the first quarter of 2017, FFB recognized a gain of $0.3 million on the sale of $21 million of multifamily loans and recorded mortgage servicing rights of $0.1 million on the sale of those loans. As of March 31, 2017 and December 31, 2016, mortgage servicing rights were $2.2 million and the amount of loans serviced for others totaled $417.3 million and $412.2 million, respectively. Servicing fees collected in the first three months of 2017 and during 2016 were $0.2 million and $0.3 million, respectively.

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

NOTE 7: DEPOSITS

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

	March 31, 2017					December 31, 2016
(dollars in thousands)	Amount		Weighted Average Rate			Amount		Weighted Average Rate

Demand deposits:
Noninterest-bearing	$	742,544		—		$	661,781		—
Interest-bearing		278,879		0.600	%		194,274		0.471	%
Money market and savings		1,004,444		0.768	%		941,344		0.677	%
Certificates of deposits		754,510		0.614	%		629,396		0.589	%
Total	$	2,780,377		0.504	%	$	2,426,795		0.453	%

At March 31, 2017, of the $211.6 million of certificates of deposits of $250,000 or more, $202 million mature within one year and $9.6 million mature after one year. Of the $542.9 million of certificates of deposit of less than $250,000, $516 million mature within one year and $26.9 million mature after one year. At December 31, 2016, of the $189.9 million of certificates of deposits of $250,000 or more, $182.8 million mature within one year and $7.1 million mature after one year. Of the $439.5 million of certificates of deposit of less than $250,000, $416.3 million mature within one year and $23.2 million mature after one year.

NOTE 8: BORROWINGS

At March 31, 2017, our borrowings consisted of $582 million of overnight FHLB advances and $20 million outstanding on a line of credit to FFI. At December 31, 2016, our borrowings consisted of $1.3 billion of overnight FHLB advances. The FHLB advances were paid in full in the early part of April 2017 and January 2017, respectively, and bore interest rates of 0.80% and 0.56%, respectively. Because the Bank utilizes overnight borrowings, the balance of outstanding borrowings fluctuates on a daily basis. The average balance of overnight borrowings during the first three months of 2017 was $632.2 million, as compared to $507.0 million during all of 2016.

During the first quarter of 2017, the Company entered into a loan agreement with an unaffiliated lender that provides for a revolving line of credit for up to $25 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%). We are required to meet certain financial covenants during the term of the loan, including minimum capital levels and limits on classified assets The Company’s obligations under the loan agreement are secured by, among other things, a pledge of all of its equity in FFB.

NOTE 9: 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 ended March 31:

	2017				2016
(dollars in thousands, except per share amounts)	Basic		Diluted		Basic		Diluted

Net income	$	6,113	$	6,113	$	3,787	$	3,787

Basic common shares outstanding		32,805,010		32,805,010		32,006,176		32,006,176
Effect of contingent shares issuable				1,592				1,592
Effect of options and restricted stock				1,154,618				1,161,296
Diluted common shares outstanding				33,961,220				33,169,064

Earnings per share	$	0.19	$	0.18	$	0.12	$	0.11

Based on a weighted average basis, options to purchase 26,500 shares of common stock were excluded for the quarter ended March 31, 2016 because their effect would have been anti-dilutive.

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Quarter Ended March 31, 2017 – UNAUDITED

NOTE 10: SEGMENT REPORTING

For the quarters ended March 31, 2017 and 2016, the Company had two reportable business segments: Banking (FFB) 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:

(dollars in thousands)	Banking		Wealth Management		Other			Total
Quarter ended March 31, 2017:
Interest income	$	30,360	$	—	$	—		$	30,360
Interest expense		4,277		—		25			4,302
Net interest income		26,083		—		(25	)		26,058
Provision for loan losses		69		—		—			69
Noninterest income		2,516		5,457		(190	)		7,783
Noninterest expense		18,331		5,190		1,188			24,709
Income (loss) before taxes on income	$	10,199	$	267	$	(1,403	)	$	9,063


Quarter ended March 31, 2016:
Interest income	$	21,698	$	—	$	—		$	21,698
Interest expense		2,337		—		—			2,337
Net interest income		19,361		—		—			19,361
Provision for loan losses		400		—		—			400
Noninterest income		1,752		5,376		(143	)		6,985
Noninterest expense		13,344		5,223		850			19,417
Income (loss) before taxes on income	$	7,369	$	153	$	(993	)	$	6,529

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 quarter ended March 31, 2017 as compared to our results of operations in the quarter ended March 31, 2016; and our financial condition at March 31, 2017 as compared to our financial condition at December 31, 2016. 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, 2016, and the notes thereto, which are set forth in Item 8 of our Annual Report on Form 10-K (our “2016 10-K”) which we filed with the Securities and Exchange Commission (or SEC) on March 15, 2017.

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 Item 1A in our 2016 10-K and in this Item 2 below. 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 in Item 1A of our 2016 10-K, which qualify the forward-looking statements contained in this report.

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 2016 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 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.

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.

Allowance for Loan and Lease Losses. Our ALLL is established through a provision for loan losses charged to expense and may be reduced by a recapture of previously established loss reserves, which are also reflected in the statement of income. Loans are charged against the ALLL when management believes that collectability of the principal is unlikely. The ALLL is an amount that management believes will be adequate to absorb estimated losses on existing loans that may become uncollectible based on an evaluation of the collectability of loans and prior loan loss experience. This evaluation 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 borrower’s ability to pay. While we use the best information available to make this evaluation, future adjustments to our ALLL 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.

Adoption of new or revised accounting standards. For some accounting standards, we may elect to take advantage of the extended transition period afforded by the JOBS Act, for the implementation of new or revised accounting standards. As a result, we may not be required to comply with new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies or we cease to be an “emerging growth” company as defined in the JOBS Act. As a result of this election, our financial statements may not be comparable to the financials statements of companies that comply with public company effective dates.

We have two business segments, “Banking” and “Investment Management and Wealth Planning” (“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.

Recent Developments and Overview

We experienced strong growth during the first quarter of 2017 with loan originations of $382 million, deposit growth of $354 million and a $222 million increase in our assets under management (“AUM”) in Wealth Management. Revenues and income before taxes continue to increase due to the higher level of interest earnings assets.

During the first quarter, we entered into a loan agreement with an unaffiliated lender that provides for a revolving line of credit for up to $25 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%). The Company’s obligations under the loan agreement are secured by, among other things, a pledge of all of its equity in FFB.

Results of Operations

Our net income and income before taxes in the first quarter of 2017 was $6.1 million and $9.1 million, respectively, as compared to $3.8 million and $6.5 million, respectively, in the first quarter of 2016. The increase in income before taxes was primarily the result of higher net interest income, a lower provision for loan losses and higher noninterest income which was partially offset by higher noninterest expenses. The effective tax rate for the first quarter of 2017 was 32.5% as compared to 41.5% for the first quarter of 2016, with the benefit primarily due to the reductions in taxes on income from excess tax benefits resulting from the exercise of stock option awards.

The primary sources of revenue for Banking are net interest income, fees from its deposits, trust and insurance services, certain loan fees, and consulting fees. The primary source of revenue for Wealth Management is asset management fees assessed on the balance of AUM. Compensation and benefit costs, which represent the largest component of noninterest expense, accounted for 56% and 79%, respectively, of the total noninterest expense for Banking and Wealth Management in the first quarter of 2017.

The following table shows key operating results for each of our business segments for the quarters ended March 31:

(dollars in thousands)	Banking		Wealth Management		Other			Total
2017:
Interest income	$	30,360	$	—	$	—		$	30,360
Interest expense		4,277		—		25			4,302
Net interest income		26,083		—		(25	)		26,058
Provision for loan losses		69		—		—			69
Noninterest income		2,516		5,457		(190	)		7,783
Noninterest expense		18,331		5,190		1,188			24,709
Income (loss) before taxes on income	$	10,199	$	267	$	(1,403	)	$	9,063
2016:
Interest income	$	21,698	$	—	$	—		$	21,698
Interest expense		2,337		—		—			2,337
Net interest income		19,361		—		—			19,361
Provision for loan losses		400		—		—			400
Noninterest income		1,752		5,376		(143	)		6,985
Noninterest expense		13,344		5,223		850			19,417
Income (loss) before taxes on income	$	7,369	$	153	$	(993	)	$	6,529

General. Consolidated income before taxes for the first quarter of 2017 was $9.1 million as compared to $6.5 million for the first quarter of 2016. The increase in income before taxes was primarily the result of a $2.8 million increase in income before taxes for Banking. The increase in Banking was due to higher net interest income, a lower provision for loan losses and higher noninterest income which was partially offset by higher noninterest expenses. Income before taxes for Wealth Management for the first quarter of 2017 was $0.3 million as compared to $0.2 million in the first quarter of 2016 due to an increase in noninterest income. Corporate noninterest expenses increased by $0.3 million primarily due to costs related to strategic activities, including the Company’s at the market stock offering.

Net Interest Income. The following tables set forth 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 for the quarters ended March 31:

	2017							2016
(dollars in thousands)	Average Balances		Interest		Average Yield / Rate			Average Balances		Interest		Average Yield / Rate

Interest-earning assets:
Loans	$	2,932,011	$	26,491		3.62	%	$	1,860,838	$	18,170		3.91	%
Securities		511,962		3,031		2.37	%		533,823		3,121		2.34	%
FHLB stock, fed funds, and deposits		72,234		838		4.70	%		52,006		407		3.15	%
Total interest-earning assets		3,516,207		30,360		3.46	%		2,446,667		21,698		3.55	%

Noninterest-earning assets:
Nonperforming assets		7,908							4,902
Other		27,570							32,594
Total assets	$	3,551,685						$	2,484,163

Interest-bearing liabilities:
Demand deposits	$	244,905		287		0.48	%	$	254,790		300		0.47	%
Money market and savings		953,978		1,681		0.71	%		531,910		813		0.61	%
Certificates of deposit		717,539		1,224		0.69	%		474,344		682		0.58	%
Total interest-bearing deposits		1,916,422		3,192		0.68	%		1,261,044		1,795		0.57	%
Borrowings		634,422		1,110		0.71	%		505,201		542		0.43	%
Total interest-bearing liabilities		2,550,844		4,302		0.68	%		1,766,245		2,337		0.53	%

Noninterest-bearing liabilities:
Demand deposits		700,613							438,029
Other liabilities		14,212							15,421
Total liabilities		3,265,669							2,219,695
Shareholders’ equity		286,016							264,468
Total liabilities and equity	$	3,551,685						$	2,484,163

Net Interest Income			$	26,058						$	19,361

Net Interest Rate Spread						2.78	%						3.02	%

Net Yield on Interest-earning Assets						2.96	%						3.17	%

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. The following table provides a breakdown of the changes in net interest income due to volume and rate changes for the first quarter of 2017, as compared to the first quarter of 2016:

	Increase (Decrease) due to						Net Increase (Decrease)
(dollars in thousands)	Volume			Rate			Net Increase (Decrease)

Interest earned on:
Loans	$	9,739		$	(1,418	)	$	8,321
Securities		(129	)		39			(90	)
FHLB stock, fed funds and deposits		189			242			431
Total interest-earning assets		9,799			(1,137	)		8,662

Interest paid on:
Demand deposits		(19	)		6			(13	)
Money market and savings		719			149			868
Certificates of deposit		395			147			542
Borrowings		155			413			568
Total interest-bearing liabilities		1,250			715			1,965

Net interest income	$	8,549		$	(1,852	)	$	6,697

Net interest income for Banking increased 35% from $19.4 million in the first quarter of 2016, to $26.1 million in the first quarter of 2017 due to a 44% increase in interest-earning assets, which was partially offset by a decrease in our net interest rate spread. The decrease in the net interest rate spread from 3.02% in the first quarter of 2016 to 2.78% in the first quarter of 2017 was due to a decrease in yield on total interest-earning assets and an increase in the cost of interest-bearing liabilities. The yield on interest-earning assets decreased from 3.55% to 3.46% due to a decrease in the yield on loans due to prepayments of higher yielding loans and the addition of loans at market rates which were lower than the current yield on our loan portfolio. The increase in the cost of interest-bearing liabilities was due to increased costs of interest-bearing deposits, due to increases in deposit market rates and the use of promotional rates to attract deposits, and increased costs of borrowings as the average rate on FHLB advances increased from 0.43% in the first quarter of 2016 to 0.70% in the first quarter of 2017.

Provision for loan losses. The provision for loan losses represents our estimate of the amount necessary to be charged against the current period’s earnings to maintain the ALLL at a level that we consider adequate in relation to the estimated losses inherent in the loan portfolio. The provision for loan 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. The provision for loan losses in the first quarter of 2017 and 2016 was $0.1 million and $0.4 million, respectively. We did not recognize any loan charge-offs in the first quarters of 2017 and 2016, while we realized a $0.2 million recovery of a previously charged off loan in the first quarter of 2017.

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 and insurance commissions. The following table provides a breakdown of noninterest income for Banking for the quarters ended March 31:

(dollars in thousands)	2017		2016

Trust fees	$	789	$	544
Consulting fees		112		185
Deposit charges		121		121
Gain on sale of loans		300		—
Gain on capital market activities		—		311
Gain on sale of OREO		104		—
Prepayment fees		456		373
Other		634		218
Total noninterest income	$	2,516	$	1,752

Noninterest income in Banking increased from $1.8 million in the first quarter of 2016 to $2.5 million in the first quarter of 2017. During the first quarter of 2017, we realized a $0.3 million gain on the sale of $21 million of multifamily loans, while in the first quarter of 2016, we realized a $0.3 million gain on the sale of securities. During the first quarter of 2017, we also realized a $0.1 million gain on sale of real estate owned, and, when compared to the first quarter of 2016, $0.6 million of higher trust fees, insurance fees and loan fees, including servicing and prepayment fees. Included in noninterest income in the first quarter of 2017 are $0.2 million of revenues related to our insurance agency operations.

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 a breakdown of noninterest income for Wealth Management for the quarters ended March 31:

(dollars in thousands)	2017			2016

Asset management fees	$	5,454		$	5,349
Consulting and administration fees		5			28
Other		(2	)		(1	)
Total noninterest income	$	5,457		$	5,376

The $0.1 million increase in noninterest income in Wealth Management increased by $0.1 million to $5.5 million in the first quarter of 2017 when compared to the corresponding period in 2016 due to higher levels of AUM.

Noninterest Expense. The following table provides a breakdown of noninterest expense for Banking and Wealth Management for the quarters ended March 31:

	Banking				Wealth Management
(dollars in thousands)	2017		2016		2017		2016
Quarter Ended March 31:
Compensation and benefits	$	10,305	$	8,408	$	4,105	$	4,037
Occupancy and depreciation		2,883		2,227		519		547
Professional services and marketing		2,411		951		415		497
Other expenses		2,732		1,758		151		142
Total noninterest expense	$	18,331	$	13,344	$	5,190	$	5,223

Noninterest expense in Banking increased from $13.3 million in the first quarter of 2016 to $18.3 million in the first quarter of 2017 due to increases in staffing and costs associated with the Bank’s expansion, the growth of its balances of loans and deposits and litigation related costs. Compensation and benefits for Banking increased $1.9 million or 23% during the first quarter of 2017 as compared to the first quarter of 2016 as the number of full time equivalent employees (“FTE”) in Banking increased to 290.0 from 241.3 as a result of the increased staffing related to the December 2016 acquisition of two branches and additional personnel added to support the growth in loans and deposits. A $0.7 million increase in occupancy and depreciation for Banking in the first quarter of 2017 as compared to the first quarter of 2016 was due to costs associated with our expansion into additional corporate space and the acquisition and opening of new offices during 2016. Litigation related costs for Banking were $1.4 million higher in the first quarter of 2017 as compared to the first quarter of 2016 due to the resolution of an outstanding litigation matter in the first quarter of 2017 and increased activity in other matters. The increase in other expenses in Banking in the first quarter of 2017 as compared to the first quarter of 2016 was due to increased costs related to our higher level of activities and a $0.6 million increase in customer service costs related to the increases in noninterest demand deposits. Included in noninterest expense in the first quarter of 2017 are $0.5 million of costs related to our insurance agency operations.

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:

(dollars in thousands)	Banking		Wealth Management		Other and Eliminations			Total
March 31, 2017:
Cash and cash equivalents	$	75,815	$	1,741	$	(1,584	)	$	75,972
Securities AFS		493,983		—		—			493,983
Loans held for sale		206,969		—		—			206,969
Loans, net		2,850,010		—		—			2,850,010
Premises and equipment		5,733		1,001		136			6,870
FHLB stock		17,326		—		—			17,326
Deferred taxes		16,065		270		70			16,405
REO		1,400		—		—			1,400
Goodwill and intangibles		2,122		—		—			2,122
Other assets		14,186		325		2,349			16,860
Total assets	$	3,683,609	$	3,337	$	971		$	3,687,917

Deposits	$	2,791,538	$	—	$	(11,161	)	$	2,780,377
Borrowings		582,000		—		20,000			602,000
Intercompany balances		2,086		206		(2,292	)		—
Other liabilities		10,067		1,731		1,962			13,760
Shareholders’ equity		297,918		1,400		(7,538	)		291,780
Total liabilities and equity	$	3,683,609	$	3,337	$	971		$	3,687,917

December 31, 2016:
Cash and cash equivalents	$	597,795	$	2,576	$	(2,425	)	$	597,946
Securities AFS		509,578		—		—			509,578
Loans held for sale		250,942		—		—			250,942
Loans, net		2,540,309		—		—			2,540,309
Premises and equipment		5,603		991		136			6,730
FHLB stock		33,750		—		—			33,750
Deferred taxes		16,602		283		(74	)		16,811
REO		1,734		—		—			1,734
Goodwill and intangibles		2,177		—		—			2,177
Other assets		13,270		445		1,711			15,426
Total assets	$	3,971,760	$	4,295	$	(652	)	$	3,975,403

Deposits	$	2,435,538	$	—	$	(8,743	)	$	2,426,795
Borrowings		1,250,000		—		—			1,250,000
Intercompany balances		3,019		539		(3,558	)		—
Other liabilities		11,670		2,744		(70	)		14,344
Shareholders’ equity		271,533		1,012		11,719			284,264
Total liabilities and equity	$	3,971,760	$	4,295	$	(652	)	$	3,975,403

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 quarter of 2017, total assets decreased by $287 million primarily due to additional borrowings that occurred as of December 31, 2016. Cash and cash equivalents and borrowings decreased by $522 million and $648 million, respectively. The Company borrowed $20 million on its holding company line of credit in the first quarter of 2017 and contributed that amount to the Bank. Loans and loans held for sale increased by $266 million and deposits increased by $354 million. The $266 million increase in loans during the first quarter of 2017 was the result of $382 million of originations and $8 million of purchases which were partially offset by the sale of $21 million of multifamily loans and payoffs or scheduled payments of $103 million. The growth in deposits was due to the organic growth in deposits from our specialty deposit group and our branch offices and an increase in wholesale deposit activities.

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, decreased $522 million during the first quarter of 2017 primarily due to the payoff of additional borrowings that occurred as of December 31, 2016. Changes in 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					Estimated
(dollars in thousands)	Cost		Gains		Losses			Fair Value
March 31, 2017:
US Treasury security	$	300	$	—	$	(2	)	$	298
Agency mortgage-backed securities		461,954		264		(7,794	)		454,424
Beneficial interest – FHLMC securitization		41,420		298		(2,457	)		39,261
Total	$	503,674	$	562	$	(10,253	)	$	493,983

December 31, 2016:
US Treasury security	$	300	$	—	$	(3	)	$	297
Agency mortgage-backed securities		476,163		160		(7,414	)		468,909
Beneficial interest – FHLMC securitization		42,028		711		(2,367	)		40,372
Total	$	518,491	$	871	$	(9,784	)	$	509,578

The US Treasury securities are pledged as collateral to the State of California to meet regulatory requirements related to FFB’s trust operations.

The scheduled maturities of securities AFS, other than agency mortgage-backed securities, and the related weighted average yield is as follows as of March 31, 2017:

(dollars in thousands)	Less than 1 Year			1 Through 5 years			5 Through 10 Years			After 10 Years			Total
Amortized Cost:
US Treasury securities	$	—		$	300		$	—		$	—		$	300
Weighted average yield		—	%		0.90	%		—	%		—	%		0.90	%

Estimated Fair Value:
US Treasury securities	$	—		$	298		$	—		$	—		$	298

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 in FHLMC securitizations as of March 31, 2017 was 2.54%.

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

(dollars in thousands)	March 31, 2017		December 31, 2016
Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily	$	1,470,306	$	1,178,003
Single family		613,595		602,886
Total real estate loans secured by residential properties		2,083,901		1,780,889
Commercial properties		480,129		476,959
Land		25,057		24,100
Total real estate loans		2,589,087		2,281,948
Commercial and industrial loans		243,305		237,941
Consumer loans		29,064		32,127
Total loans		2,861,456		2,552,016
Premiums, discounts and deferred fees and expenses		4,254		3,693
Total	$	2,865,710	$	2,555,709

The $310 million increase in loans during the first three months of 2017 was the result of loan originations and funding of existing credit commitments of $382 million, offset by $103 million of payoffs and scheduled principal payments, and the sale of $21 million of multifamily loans.

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

	March 31, 2017					December 31, 2016
(dollars in thousands)	Amount		Weighted Average Rate			Amount		Weighted Average Rate

Demand deposits:
Noninterest-bearing	$	742,544		—		$	661,781		—
Interest-bearing		278,879		0. 600	%		194,274		0.471	%
Money market and savings		1,004,444		0. 768	%		941,344		0.677	%
Certificates of deposits		754,510		0. 614	%		629,396		0.589	%
Total	$	2,780,377		0. 504	%	$	2,426,795		0.453	%

During the first quarter of 2017, our deposit rates increased slightly as we have raised rates to attract deposits. The weighted average rate of our interest bearing deposits increased from 0.62% at December 31, 2016 to 0.69% at March 31, 2017, while the weighted average interest rates of both interest-bearing and noninterest-bearing deposits have increased from 0.45% at December 31, 2016 to 0.50% at March 31, 2017.

The maturities of our certificates of deposit of $100,000 or more were as follows as of March 31, 2017:

(dollars in thousands)

3 months or less	$	200,466
Over 3 months through 6 months		51,217
Over 6 months through 12 months		84,420
Over 12 months		27,530
Total	$	363,633

FFB utilizes third party programs called CDARs and ICS which allows FFB to transfer funds of its clients in excess of the FDIC insurance limit (currently $250,000) to other institutions in exchange for an equal amount of funds from clients of these other institutions. This has allowed FFB to provide FDIC insurance coverage to its clients. Under certain regulatory guidelines, these deposits are considered brokered deposits. From time to time, the Bank will utilize brokered deposits as a source of funding. As of March 31, 2017 the Bank held $455.4 million of deposits which are classified as brokered deposits, including $35.4 million of CDARs and ICS reciprocal deposits.

Borrowings. At March 31, 2017 and December 31, 2016, our borrowings consisted of $582.0 million and $1.3 billion, respectively, of overnight FHLB advances. The FHLB advances were paid in full in the early parts of April 2017 and January 2017, respectively. Because FFB utilizes overnight borrowings, the balance of outstanding borrowings fluctuates on a daily basis. The average balance of overnight borrowings during the first three months of 2017 was $632 million, as compared to $505 million for the first quarter of 2016. The weighted average interest rate on these overnight borrowings was 0.71% and 0.43% for the first quarters of 2017 and 2016, respectively. The maximum amount of overnight borrowings outstanding at any month-end during the first quarters of 2017 and 2016 was $615 million and $633 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:

	Past Due and Still Accruing												Total Past
(dollars in thousands)	30–59 Days			60-89 Days			90 Days or More			Nonaccrual			Due and Nonaccrual			Current		Total
March 31, 2017:
Real estate loans:
Residential properties	$	—		$	499		$	—		$	3,674		$	4,173		$	2,079,728	$	2,083,901
Commercial properties		—			—			2,118			1,100			3,218			476,911		480,129
Land and construction		—			—			—			—			—			25,057		25,057
Commercial and industrial loans		12,975			1,322			3,778			2,927			21,002			222,303		243,305
Consumer loans		—			—			—			—			—			29,064		29,064
Total	$	12,975		$	1,821		$	5,896		$	7,701		$	28,393		$	2,833,063	$	2,861,456

Percentage of total loans		0.42	%		0.06	%		0.21	%		0.27	%		0.99	%

December 31, 2016:
Real estate loans:
Residential properties	$	—		$	—		$	—		$	3,759		$	3,759		$	1,777,130	$	1,780,889
Commercial properties		—			—			2,128			1,120			3,248			473,711		476,959
Land and construction		—			—			—			—			—			24,100		24,100
Commercial and industrial loans		—			2			3,800			3,359			7,161			230,780		237,941
Consumer loans		—			—			—			—			—			32,127		32,127
Total	$	—		$	2		$	5,928		$	8,238		$	14,168		$	2,537,848	$	2,552,016

Percentage of total loans		—	%		0.00	%		0.23	%		0.32	%		0.56	%

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

	March 31, 2017							December 31, 2016
(dollars in thousands)	Accrual			Nonaccrual	Total			Accrual	Nonaccrual		Total
Commercial and industrial	$	272	$	2,677	$	2,949	$	317	$	3,109	$	3,426

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

(dollars in thousands)	Pass		Special Mention		Substandard		Impaired		Total
March 31, 2017:
Real estate loans:
Residential properties	$	2,076,409	$	1,500	$	—	$	5,992	$	2,083,901
Commercial properties		473,724		1,903		2,393		2,109		480,129
Land and construction		25,057		—		—		—		25,057
Commercial and industrial loans		228,680		5,984		5,682		2,959		243,305
Consumer loans		29,064		—		—		—		29,064
Total	$	2,832,934	$	9,387	$	8,075	$	11,060	$	2,861,456

December 31, 2016:
Real estate loans:
Residential properties	$	1,773,296	$	1,500	$	—	$	6,093	$	1,780,889
Commercial properties		470,484		1,913		2,414		2,148		476,959
Land and construction		24,100		—		—		—		24,100
Commercial and industrial loans		219,676		3,625		13,887		753		237,941
Consumer loans		32,127		—		—		—		32,127
Total	$	2,519,683	$	7,038	$	16,301	$	8,994	$	2,552,016

We consider a loan to be impaired when, based upon current information and events, we believe that it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan. We measure impairment using either the present value of the expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the properties collateralizing the loan, for collateral dependent loans. Impairment losses are included in the ALLL through a charge to provision for loan losses. Adjustments to impairment losses due to changes in the fair value of the property collateralizing an impaired loan are considered in computing the provision for loan losses. Loans collectively reviewed for impairment include all loans except for loans which are individually reviewed based on specific criteria, such as delinquency, debt coverage, adequacy of collateral and condition of property collateralizing the loans. Impaired loans include nonaccrual loans (excluding those collectively reviewed for impairment), certain restructured loans and certain performing loans less than 90 days delinquent (“other impaired loans”) which we believe are not likely to be collected in accordance with the contractual terms of the loans.

In 2015, we 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. The carrying amount of these purchased credit impaired loans is as follows as of:

(dollars in thousands)	March 31, 2017			December 31, 2016
Outstanding principal balance:
Total real estate loans	$	293		$	295
Commercial and industrial loans		4,189			4,258
Consumer loans		—			17
Total loans		4,482			4,570
Unaccreted discount on purchased credit impaired loans		(1,164	)		(1,197	)
Total	$	3,318		$	3,373

Allowance for Loan Losses. The following table summarizes the activity in our ALLL for the periods indicated:

(dollars in thousands)	Beginning Balance		Provision for Loan Losses			Charge-offs			Recoveries		Ending Balance
Quarter ended March 31, 2017:
Real estate loans:
Residential properties	$	6,669	$	1,748		$	—		$	—	$	8,417
Commercial properties		2,983		339			—			—		3,322
Land and construction		233		30			—			—		263
Commercial and industrial loans		5,227		(2,057	)		—			231		3,401
Consumer loans		288		9			—			—		297
Total	$	15,400	$	69		$	—		$	231	$	15,700

Year ended December 31, 2016:
Real estate loans:
Residential properties	$	6,799	$	(130	)	$	—		$	—	$	6,669
Commercial properties		1,813		1,051			(50	)		169		2,983
Land and construction		103		130			—			—		233
Commercial and industrial loans		1,649		3,578			—			—		5,227
Consumer loans		236		52			—			—		288
Total	$	10,600	$	4,681		$	(50	)	$	169	$	15,400

Excluding the loans acquired in acquisitions, our ALLL represented 0.54%, and 0.60% of total loans outstanding as of March 31, 2017 and December 31, 2016, respectively.

The amount of the ALLL is adjusted periodically by charges to operations (referred to in our income statement as the “provision for loan losses”) (i) to replenish the ALLL 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 loan 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 loan 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 ALLL. 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 ALLL, it could become necessary for us to incur additional, and possibly significant, charges to increase the ALLL, which would have the effect of reducing our income.

In addition, the FDIC and the California Department of Business Oversight, as an integral part of their examination processes, periodically review the adequacy of our ALLL. These agencies may require us to make additional provisions for loan 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 ALLL and the recorded investment in loans by impairment method as of:

(dollars in thousands)	Allowance for Loan Losses								Unaccreted Credit
	Evaluated for Impairment				Purchased				Component
	Individually		Collectively		Impaired		Total		Other Loans
March 31, 2017:
Allowance for loan losses:
Real estate loans:
Residential properties	$	—	$	8,417	$	—	$	8,417	$	120
Commercial properties		—		3,322		—		3,322		116
Land and construction		—		263		—		263		2
Commercial and industrial loans		—		3,401		—		3,401		134
Consumer loans		—		297		—		297		18
Total	$	—	$	15,700	$	—	$	15,700	$	390
Loans:
Real estate loans:
Residential properties	$	5,992	$	2,077,909	$	—	$	2,083,901	$	12,190
Commercial properties		2,109		477,844		176		480,129		19,736
Land and construction		—		25,057		—		25,057		435
Commercial and industrial loans		2,959		237,204		3,142		243,305		19,626
Consumer loans		—		29,064		—		29,064		1,204
Total	$	11,060	$	2,847,078	$	3,318	$	2,861,456	$	53,191

(dollars in thousands)	Allowance for Loan Losses								Unaccreted Credit
	Evaluated for Impairment				Purchased				Component
	Individually		Collectively		Impaired		Total		Other Loans
December 31, 2016:
Allowance for loan losses:
Real estate loans:
Residential properties	$	—	$	6,669	$	—	$	6,669	$	128
Commercial properties		—		2,983		—		2,983		136
Land and construction		—		233		—		233		2
Commercial and industrial loans		—		5,227		—		5,227		147
Consumer loans		—		288		—		288		19
Total	$	—	$	15,400	$	—	$	15,400	$	432
Loans:
Real estate loans:
Residential properties	$	6,093	$	1,774,796	$	—	$	1,780,889	$	12,373
Commercial properties		2,148		474,634		177		476,959		24,796
Land and construction		—		24,100		—		24,100		437
Commercial and industrial loans		753		233,992		3,196		237,941		20,165
Consumer loans		—		32,127		—		32,127		1,266
Total	$	8,994	$	2,539,649	$	3,373	$	2,552,016	$	59,037

The column labeled “Unaccreted Credit Component Other Loans” represents the amount of unaccreted credit component discount for loans acquired in an acquisition that were not classified as purchased impaired or individually evaluated for impairment as of the dates indicated, and the stated principal balances of the related loans. The unaccreted credit component discount is equal to 0.73% of the stated principal balances of these loans as of March 31, 2017 and December 31, 2016. In addition to this unaccreted credit component discount, an additional $0.5 million of the ALLL were provided for these loans as of March 31, 2017 and December 31, 2016.

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, 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 shares by FFI. The remaining balances of the Company’s lines of credit available to draw down totaled $970 million at March 31, 2017.

Cash Flows Provided by Operating Activities. During the quarter ended March 31, 2017, operating activities provided net cash of $5.5 million, comprised primarily of our net income of $6.1 million. During the quarter ended March 31, 2016 operating activities provided net cash of $3.7 million, comprised primarily of our net income of $3.8 million.

Cash Flows Used in Investing Activities. During the quarter ended March 31, 2017, investing activities used net cash of $234.5 million, primarily to fund a $286.5 million net increase in loans, offset partially by $16.5 million in cash received from the sale, principal collection, and maturities of securities, $21 million in loan sales, and $16.4 million in sales of FHLB stock. During the quarter ended March 31, 2016, investing activities used net cash of $255.5 million, primarily to fund a $287.5 million net increase in loans and $27.3 million of securities purchases, offset partially by $53.3 million in cash received from the sale, principal collection, and maturities of securities.

Cash Flow Provided by Financing Activities. During the quarter ended March 31, 2017, financing activities used net cash of $293 million, consisting primarily of a net decrease of $668 million in FHLB advances, offset partially by a $353.6 million increase in deposits. During the quarter ended March 31, 2016, financing activities provided net cash of $88.9 million, consisting primarily of a net increase of $250.9 million in deposits, offset by a $163.0 million decrease in FHLB advances.

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 March 31, 2017 and December 31, 2016, the loan-to-deposit ratios were 110.5% and 115.7%, respectively.

Off-Balance Sheet Arrangements

The following table provides the off-balance sheet arrangements of the Company as of March 31, 2017:

(dollars in thousands)
Commitments to fund new loans	$	128,864
Commitments to fund under existing loans, lines of credit		207,537
Commitments under standby letters of credit		2,940

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 March 31, 2017, the Bank was obligated on $156.5 million of letters of credit to the FHLB which were being used as collateral for public fund deposits, including $136 million of deposits from the State of California.

Capital Resources and Dividend Policy

Under federal banking regulations that apply to all United States based bank holding companies and federally insured banks, the Company (on a consolidated basis) and FFB (on a stand-alone basis) must 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. Under those regulations, which are based primarily on those quantitative measures, each bank holding company must meet a minimum capital ratio and each federally insured bank is determined by its primary federal bank regulatory agency to come within one of the following capital adequacy categories on the basis of its capital ratios: (i) well capitalized; (ii) adequately capitalized; (iii) undercapitalized; (iv) significantly undercapitalized; or (v) critically undercapitalized.

Certain qualitative assessments also are made by a banking institution’s primary federal regulatory agency that could lead the agency to determine that the banking institution should be assigned to a lower capital category than the one indicated by the quantitative measures used to assess the institution’s capital adequacy. At each successive lower capital category, a banking institution is subject to greater operating restrictions and increased regulatory supervision by its federal bank regulatory agency.

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:

	Actual					Minimum Regulatory Capital Ratios					To Be Well Capitalized Under Prompt Corrective Action Provisions
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
FFI
March 31, 2017
CET1 capital ratio	$	293,766		11.48	%	$	115,162		4.50	%
Tier 1 leverage ratio		293,766		8.27	%		142,071		4.00	%
Tier 1 risk-based capital ratio		293,766		11.48	%		153,550		6.00	%
Total risk-based capital ratio		310,016		12.11	%		204,733		8.00	%

December 31, 2016
CET1 capital ratio	$	285,754		12.80	%	$	100,432		4.50	%
Tier 1 leverage ratio		285,754		8.76	%		130,525		4.00	%
Tier 1 risk-based capital ratio		285,754		12.80	%		133,910		6.00	%
Total risk-based capital ratio		301,664		13.52	%		178,547		8.00	%

FFB
March 31, 2017
CET1 capital ratio	$	299,016		11.71	%	$	114,933		4.50	%	$	166,015		6.50	%
Tier 1 leverage ratio		299,016		8.43	%		141,866		4.00	%		177,332		5.00	%
Tier 1 risk-based capital ratio		299,016		11.71	%		153,244		6.00	%		204,326		8.00	%
Total risk-based capital ratio		315,266		12.34	%		204,326		8.00	%		255,407		10.00	%

December 31, 2016
CET1 capital ratio	$	272,221		12.23	%	$	100,166		4.50	%	$	144,685		6.50	%
Tier 1 leverage ratio		272,221		8.36	%		130,305		4.00	%		162,881		5.00	%
Tier 1 risk-based capital ratio		272,221		12.23	%		133,555		6.00	%		178,074		8.00	%
Total risk-based capital ratio		288,131		12.94	%		178,074		8.00	%		222,592		10.00	%

As of each of the dates set forth in the above table, the Company (on a consolidated basis) exceeded the minimum required capital ratios applicable to it and FFB (on a stand-alone basis) qualified as a well-capitalized depository institution under the capital adequacy guidelines described above.

As of March 31, 2017, the amount of capital at FFB in excess of amounts required to be Well Capitalized was $133 million for the CET-1 capital ratio, $121.7 million for the Tier 1 leverage ratio, $94.7 million for the Tier 1 risk-based capital ratio and $60 million for the Total risk-based capital ratio.

The “Basel III” rules adopted by the Federal Reserve Board and the FDIC (the “New Capital Rules”) introduced a capital conservation buffer which is an increment added to the minimum capital ratios. If a banking organization does not hold a capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements, it will face constraints on dividends, equity repurchases and executive compensation based on the amount of the shortfall. The capital buffer is measured against risk weighted assets and is therefore not applicable to the tier 1 leverage ratio. The implementation of the capital conservation buffer began on January 1, 2016 at 0.625%, and will increase by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019. The following table sets forth the minimum capital ratios plus the applicable increment of the capital conservation buffer as of the current year and when it is fully implemented in 2019:


	2016		2019
CET-1 to risk-weighted assets	5.125	%	7.000	%
Tier 1 capital (i.e., CET-1 plus Additional Tier 1) to risk-weighted assets	6.625	%	8.500	%
Total capital (i.e., Tier 1 plus Tier 2) to risk-weighted assets	8.625	%	10.50	%

During the first quarter of 2017, and during the entirety of 2016, FFI made cash capital contributions to FFB of $20 million and $40.0 million, respectively. As of March 31, 2017, FFI had $13.8 million of available capital and, therefore, has the ability and financial resources to contribute additional capital to FFB, if needed.

We did not pay dividends in 2017 or 2016 and we have no plans to pay dividends at least for the foreseeable future. Instead, it is our intention to retain internally generated cash flow to support our growth. Moreover, the payment of dividends is subject to certain regulatory restrictions.

We had no material commitments for capital expenditures as of March 31, 2017.

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 15, 2017. There have been no material changes to our quantitative and qualitative disclosures about market risk since December 31, 2016.

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 March 31 2017, 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 March 31, 2017, 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 quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1A.

RISK FACTORS

There have been no material changes in the risk factors that were disclosed in Item 1A, under the caption “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2016, which we filed with the SEC on March 15, 2017.

ITEM 6.

EXHIBITS

Exhibit No.	Description of Exhibit



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

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

32.1*	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002

32.2*	Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

101	XBRL (eXtensive Business Reporting Language). The following financial materials from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2017, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

*	Furnished and not filed.

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: May 8, 2017	By:	/s/ JOHN M. MICHEL
		John M. Michel
		Executive Vice President and Chief Financial Officer

S-1

INDEX TO EXHIBITS

Exhibit No.		Description of Exhibits

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

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

32.1*		Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

101		XBRL (eXtensive Business Reporting Language). The following financial materials from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2017, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

*	Furnished and not filed.

E-1