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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐☐
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
(State or other jurisdiction of
incorporation or organization)
18101 Von Karman Avenue, Suite 700
Irvine, CA 92612
(Address of principal executive offices)
20-8639702
(I.R.S. Employer
Identification No.)
92612
(Zip Code)
(949) 202-4160
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.001 per share
Trading
Symbol(s)
FFWM
Name of each exchange on which registered
NASDAQ global Stock Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
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 June 30, 2020, the aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the average high and low
sales prices on the NASDAQ global Stock Market as of the close of business on June 30, 2020, was approximately $630 million.
As of February 22, 2021, there were 44,669,633 shares of registrant’s common stock outstanding.
Except as otherwise stated herein, Part III of the Form 10-K is incorporated by reference from the Registrant’s Definitive Proxy Statement for its 2021 Annual
Meeting of Stockholders, which is expected to be filed with the Commission on or before April 30, 2021.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
FIRST FOUNDATION INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE OF CONTENTS
FORWARD-LOOKINg STATEMENTS
Page No.
ii
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Controls and Procedures
Other Information
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
Directors, Executive Officers and Corporate governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Item 15
Item 16
Exhibits and Financial Statement Schedules
Form 10-K Summary
Index to Exhibits
Signatures
PART IV
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FORWARD-LOOKING STATEMENTS
In addition to historical information, this report contains 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 are those that predict or describe future events or trends or that do
not relate solely to historical matters. However, our actual results and financial performance in the future will be affected by
known and currently unknown risks, uncertainties and other factors that may cause our actual results or financial performance in
the future to differ materially from the results or financial performance that may be expressed, predicted or implied by such
forward-looking statements. Such risks, uncertainties and other factors include, among others, those set forth below in Item 1A
Risk Factors, and readers of this report are urged to read the cautionary statements contained in that section of this report. In
some cases, you can identify forward-looking statements by words like “may,” “will,” “should,” “could,” “believes,” “intends,”
“expects,” “anticipates,” “plans,” “estimates,” “predicts,” “potential,” “project” and “continue” and similar expressions. Readers
of this report are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the respective
dates on which such statements were made and which are subject to risks, uncertainties and other factors that could cause actual
results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking
statements.
The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and may
continue to adversely affect, our business, operations, financial performance and prospects. Even after the COVID-19 pandemic
subsides, it is possible that the U.S. and other major economies experience or continue to experience a prolonged recession,
which could materially and adversely affect our business, operations, financial performance and prospects. Statements about the
effects of the COVID-19 pandemic on our business, operations, financial performance and prospects may constitute forward-
looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in
those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases
beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to
the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us.
First Foundation Inc. expressly disclaims any intent or any obligation to release publicly any revisions or updates to any
of the forward-looking statements contained in this report to reflect events or circumstances after the date of this report or the
occurrence of currently unanticipated events or developments or to conform such forward-looking statements to actual results or
to changes in its opinions or expectations, except as may be required by applicable law.
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Item 1. Business
Overview
PART I
Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to “we,”
“our,” and “us” refer to First Foundation Inc., a Delaware corporation, (“FFI” or the “Company”) and its consolidated
subsidiaries, First Foundation Advisors (“FFA”) and First Foundation Bank (“FFB” or “Bank”), and FFB’s wholly owned
subsidiaries, First Foundation Insurance Services (“FFIS”) and Blue Moon Management, LLC.
We are a financial services company that provides a comprehensive platform of financial services to individuals,
businesses and other organizations. We currently conduct our operations in California, Nevada and Hawaii. Our integrated
platform provides banking products and services, investment advisory and wealth management services and trust services to
effectively and efficiently meet the financial needs of our clients. We provide business banking products and services to small to
moderate-sized businesses and professional firms, and consumer banking products and services to individuals and families. As of
December 31, 2020, we had $7.0 billion of total assets, $4.8 billion of loans, $0.5 billion of loans held for sale, $5.9 billion of
deposits, $4.9 billion of assets under management (“AUM”), and $1.1 billion trust assets under advisement (“AUA”). Our
investment advisory and wealth management and trust services provide us with substantial, fee-based, recurring revenues, such
that in 2020, our non-interest income was 22% of our total revenues.
Our operating strategy is to build strong and stable long-term client relationships, one at a time, by delivering high
quality banking and trust products and services and investment advisory and wealth management services. The primary role of
our bankers, relationship managers and loan officers, in addition to attracting new clients, is to develop and maintain a strong
relationship with their clients and to coordinate the services we provide to their clients. We take a team approach to delivering
our platform of services to our clients. Our bankers, relationship managers and loan officers work as a team to deliver our
products and services, with each member of the team responsible for managing the delivery of products and services in their area
of expertise. This allows us to provide more tailored solutions while operating in a safe and sound manner. We have created
compensation structures that encourage and reward our bankers, relationship managers and loan officers to work together as a
team to provide the client with the products and services they desire. We believe we will be able to maintain a client-focused
approach by recruiting and retaining experienced and qualified staff.
We intend to continue to grow our business by (i) marketing our services directly to prospective new clients;
(ii) obtaining new client referrals from existing clients, professional and fiduciary referrals and through referral agreements with
asset custodial firms; (iii) adding experienced bankers, relationship managers and loan officers who may have established client
relationships that we can serve; (iv) cross-selling our services among our wealth management and banking clients; and
(v) making opportunistic acquisitions of banks and/or establishing de novo offices in select markets within and outside our
existing market areas.
Our broad range of financial products, services, and digital delivery are more consistent with those offered by larger
financial institutions, while our high level of personalized service, accessibility and responsiveness to our clients are more typical
of the services offered by community banks and boutique investment advisory and wealth management firms. We believe this
combination of an integrated platform of comprehensive financial services and products and personalized and responsive service,
coupled with our continual enhancements of our digital platform, differentiates us from many of our competitors and has
contributed to the growth of our client base and our business.
FFI is a bank holding company incorporated in Delaware. As a bank holding company, we are subject to regulation and
examination by the Board of governors of the Federal Reserve System (the “Federal Reserve Board” or “FRB”) and the Federal
Reserve Bank of San Francisco (“FRBSF”) under delegated authority from the FRB. FFB is a California state chartered bank and
is subject to regulation and examination by the Federal Deposit Insurance Corporation (“FDIC”) and the California Department
of Financial Protection & Innovation (“DFPI”). FFB also is a member of the Federal Home Loan Bank of San Francisco
(“FHLB”), which provides it with a source of funds in the form of short-term and long-term borrowings. FFA is a California
corporation that began operating as a fee-based registered investment advisor under the Investment Advisers Act of 1940
(“Investment Advisers Act”) in 1990, and is subject to regulation by the Securities and Exchange Commission, (“SEC”), under
that Act.
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Overview of Our Banking Business
Through FFB, we offer a wide range of loan products, deposit products, treasury management products and services,
and trust services. The yields we realize on our loans and other interest-earning assets and the interest rates we pay to attract and
retain deposits are the principal determinants of our banking revenues.
We also provide trust services to clients using our California and Nevada trust powers. Those services, which consist
primarily of the management of trust assets, complement the investment and wealth management services that FFA offers to our
clients. Additionally, trust service fees provide additional sources of noninterest income for us.
FFB’s operations comprise the banking and trust segments of our business. At December 31, 2020, FFB had $6.9 billion
of total assets, $4.8 billion of loans, $0.5 billion of loans held for sale, $5.9 billion of deposits and $1.1 billion of trust AUA.
Overview of Our Investment Advisory and Wealth Management Business
FFA is a fee-based investment advisor which provides investment advisory and wealth management services primarily
to high net-worth individuals, their families and their family businesses, and other affiliated organizations. FFA strives to provide
its clients with a high level of personalized service by its staff of experienced relationship managers. FFA’s operations comprise
the investment advisory and wealth management segments of our business. As of December 31, 2020, FFA had $4.9 billion of
AUM.
Banking Products and Services
Through FFB, we offer a wide range of loan products, deposit products, treasury management products and services,
and trust services. Our loan products are designed to meet the credit needs of our clients in a manner that, at the same time,
enables us to effectively manage the credit and interest rate risks inherent in our lending activities. Our lending products are the
primary drivers of revenues and earnings for the consolidated entity. As such, we are committed to offer market competitive
lending products that: meet the needs of our clients; are underwritten in a prudent manner; and provide an adequate return based
on their size and credit risk. Deposits represent our principal source of funds for making loans and acquiring other interest-
earning assets.
We maintain a client-focused approach by recruiting and retaining experienced and qualified banking personnel, who
are described as relationship bankers, commercial bankers, small business bankers, regional directors of loan production for
multifamily and non-owner occupied commercial real estate, specialty deposit bankers, and branch managers. FFB has bankers
in each location across the platform sourcing loan and deposit business to cultivate and develop quality banking relationships
from existing and potential clients, as well as a digital bank platform that attracts new deposit clients across the country. FFB’s
banking platform is focused on program-specific products and clients, with an emphasis on digital delivery.
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The following table sets forth information regarding the types of loans that we make, by principal amounts and as
a percentage of our total loans outstanding at December 31:
(dollars in thousands)
2020
2019
Balance
% of Total
Balance
% of Total
Recorded Investment balance:
Loans secured by real estate:
Residential properties:
Multifamily
Single family
Total loans secured by residential properties
Commercial properties
Land
Total real estate loans
Commercial and industrial loans
Consumer loans
Total loans
Premiums, discounts and deferred fees and expenses
Total
$ 2,247,542
806,014
3,053,556
747,807
55,832
3,857,195
918,676
18,888
4,794,759
9,040
$ 4,803,799
46.8 % $ 2,143,919
871,181
16.8 %
3,015,100
63.6 %
834,042
15.6 %
1.2 %
70,257
3,919,399
80.4 %
600,213
19.2 %
16,273
0.4 %
100.0 %
4,535,885
11,748
$ 4,547,633
47.3 %
19.2 %
66.5 %
18.4 %
1.5 %
86.4 %
13.2 %
0.4 %
100.0 %
We have established a lending platform that provides financing solutions to our strong and stable client relationships,
including individuals, entities and businesses. The primary objective of each of the lending channels is to provide exceptional
client service to differentiate us from our competitors. Each lending channel features standardized pricing, uniform sizing and a
streamlined process resulting in a high through-put application-to-funding ratio. Each of our office locations are focused on
serving the businesses and clients within their market area. Our lending activities serve the credit needs of individuals, owners of
multifamily and commercial real estate properties, small to moderate size businesses and professional firms in our market areas.
As a result we offer a variety of loan products consisting of multifamily and single family residential real estate loans,
commercial real estate loans, commercial term loans and lines of credit, and consumer loans.
We have a lending platform focused on three primary channels: 1) Commercial Real Estate (“CRE”), defined as
multifamily residential, non-owner occupied commercial real estate, construction and land; 2) Commercial and Industrial
(“C&I”) defined as term and revolving credit/lines of credit for small to moderate-sized businesses and professional firms, owner
occupied commercial real estate; and 3) Consumer defined as loan products to individuals, including single family residential real
estate loans and home equity lines of credit and other consumer-related loans focused on the current and prospective clients of
our platform.
CRE Loan Channel: Loans originated under the CRE loan channel are supported by the underlying cash flow from
operations of the related real estate collateral. The loan types under this channel consist of multifamily residential, non-owner
occupied CRE and construction and land.
Residential Mortgage Loans – Multi-family: We make multi-family residential mortgage loans for terms up to 30 years
for 5+ unit properties. These loans generally are adjustable rate loans with interest rates tied to a variety of independent indexes;
although in many cases these loans have initial fixed rate periods ranging from 3 to 10 years and adjust thereafter based on an
applicable index. These loans generally have interest rate floors, payment caps, and prepayment penalties. The loans are
underwritten based on a variety of underwriting criteria, including an evaluation of the subject real estate collateral cash flow, the
character and creditworthiness of the borrower and guarantors, loan-to-value and debt service coverage ratios, borrower liquidity
and credit history. In addition, we perform stress testing for changes in interest rates, capitalization rates and other factors and
review general economic trends such as rental rates, values and vacancy rates. We typically require full or limited recourse from
the owners of the entities to which we make such loans.
CRE Loans – Non-owner Occupied: Our commercial real estate loans are secured by first trust deeds on nonresidential
real property with terms up to 10 years. We typically focus on multi-tenant industrial, office and retail real
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estate collateral with strong, stable tenancy, strong, stable historical cash flow and located in stable, strong demand submarket
locations. We will consider special purpose lending on a limited basis for our existing client base. These loans generally are
adjustable rate loans with interest rates tied to a variety of independent indexes; although in many cases these loans have initial
fixed rate periods ranging from 3 to 10 years and adjust thereafter based on an applicable index. These loans generally have
interest rate floors, payment caps, and prepayment penalties. The loans are underwritten based on a variety of underwriting
criteria, including an evaluation of the subject real estate collateral cash flow, the character and creditworthiness of the borrower
and guarantors, loan-to-value and debt service coverage ratios, borrower liquidity and credit history. In addition, we perform
stress testing for changes in interest rates, capitalization rates and other factors and review general economic trends such as lease
rates, values and absorption rates. We typically require full recourse from the owners of the entities to which we make such loans.
Construction and Land Loans: Construction and land loans are provided to borrowers with extensive construction
experience and as an accommodation to existing or potential clients of the platform; or were obtained through acquisition of other
banks. There is not a separate sales effort to generate construction and land loans. These loans are custom tailored to fit the
individual needs of each specific request. We typically consider construction loan requests for urban infill multifamily properties
and owner-occupied single family primary residences in the submarket locations where we have experience and offer permanent
real estate loans. Construction and land loans are secured by first trust deeds on real property. These loans generally are
adjustable rate loans with interest rates tied to a variety of independent indexes; although in some rare cases these loans have
fixed interest rates for short periods and adjust thereafter based on an applicable index. These loans generally have interest rate
floors, payment caps, and prepayment penalties. The loans are underwritten based on a variety of underwriting criteria, including
an evaluation of the character and creditworthiness of the borrower and guarantors, loan to value and debt service coverage ratios,
borrower liquidity and credit history. In addition, we perform stress testing for changes in interest rates, capitalization rates and
other factors and review general economic trends such as lease rates, values and absorption rates. We typically require full
recourse from the owners of the entities to which we make such loans.
C&I Loan Channel: Loans originated under the C&I loan channel are generally supported by the cash flows generated
from the business operations of the entity to which the loan is made, and, except for loans secured by owner occupied CRE, are
generally secured by non-real estate assets, such as equipment, inventories or accounts receivable. The C&I loan channel is
focused on developing quality full service business banking relationships, including loans and deposits, by offering commercial
products for small to moderate-sized businesses across the banking platform. This allows us to provide support for small to mid-
sized businesses in our market areas. The typical C&I loan client utilizes more than one element of our platform, including
almost all such clients using our deposit products and services. We typically focus on C&I clients that are manufacturers,
distributors, wholesalers, importers and professional service companies.
Commercial Real Estate Loans - Owner Occupied: Owner occupied CRE loans are generally made to businesses that
have demonstrated a history of profitable operations. To qualify for such loans, prospective borrowers generally must have
operating cash flow sufficient to meet their obligations as they become due, good payment histories, proper balance sheet
management of key cash flow drivers, and experienced management. Our commercial real estate loans are secured by first trust
deeds on nonresidential real property, typically office, industrial or warehouse. These loans generally are adjustable rate loans
with interest rates tied to a variety of independent indexes; although in some cases these loans have fixed interest rates for periods
ranging from 3 to 15 years and adjust thereafter based on an applicable indices and terms. These loans generally have interest rate
floors, payment caps, and prepayment penalties. The loans are underwritten based on a variety of underwriting criteria, including
an evaluation of the character and creditworthiness of the borrower and guarantors, loan-to-value and debt service coverage
ratios, borrower liquidity and credit history and the trends in balance sheet and income statement management. In addition, we
perform stress testing for changes in interest rates, capitalization rates and other factors and review general economic trends such
as lease rates, values and absorption rates. We typically require full recourse from the owners of the entities to which we make
such loans.
Commercial Loans: We offer commercial term loans and commercial lines of credit to our clients. Commercial loans
generally are made to businesses that have demonstrated a history of profitable operations. To qualify for such loans, prospective
borrowers generally must have operating cash flow sufficient to meet their obligations as they become due, good payment
histories, proper balance sheet management of key cash flow drivers, and experienced management. Commercial term loans are
either fixed rate loans or adjustable rate loans with interest rates tied to a variety of independent
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indexes and are made for terms ranging from one to seven years subject to the useful life of the asset financed. Commercial lines
of credit are adjustable rate loans with interest rates usually tied to the Wall Street Journal prime rate or LIBOR rates, are made
for terms ranging from one to two years, and contain various covenants, including possible requirements that the borrower reduce
its credit line borrowings to zero for specified time periods during the term of the line of credit, maintains liquidity requirements
with advances tied to periodic reviews and approved based upon a percentage of accounts receivable, and inventory or
unmonitored lines for very small lines or credit or those with significant financial strength and liquidity. Commercial loans are
underwritten based on a variety of underwriting criteria, including an evaluation of the character and creditworthiness of the
borrower and guarantors, debt service coverage ratios, historical and projected client income, borrower liquidity and credit
history, and the trends in income and balance sheet management. In addition, we perform stress testing for changes in interest
rates and other factors and review general economic trends in the client’s industry. We typically require full recourse from the
owners of the entities to which we make such loans.
Equipment Financing: We offer equipment financing to provide financing solutions, including equipment finance
agreements and leases for a full range of business equipment, and sourcing the business through third party originators, including
equipment brokers, lessors and other referral sources. The majority of the equipment financing business will be for acquiring
machines, tools, vehicles, furniture, tenant improvement remodeling/expansion/upgrade and computers. The typical equipment
finance loan will be smaller in size, typically less than $100,000; will have terms ranging from 3 to 7 years; will carry fixed rates;
and will be secured by the underlying equipment and the operations of the borrower.
Shared National Credits Lending: We will participate in multi-bank transactions referred to as Shared National Credits
or Participations where an individual loan is too large to be made by a single institution. These loans are typically originated and
led by other larger banks and FFB will be a participant in the transaction. The loans are sourced through relationships with
originating lenders as well as through purchase of loans in the secondary market. These loans generally are made to businesses
that have demonstrated a history of profitable operations. To qualify for such loans, prospective borrowers generally must have
operating cash flow sufficient to meet their obligations as they become due, good payment histories, proper balance sheet
management of key cash flow drivers, and experienced management. Syndicated/Participated term loans are either fixed rate
loans or adjustable rate loans with interest rates tied to a variety of independent indexes and are generally made for terms ranging
from one to seven years subject to the useful life of the asset financed. Lines of credit are adjustable rate loans with interest rates
tied to a variety of independent indexes and are generally made with terms from one to five years, and contain various covenants,
including possible requirements that the borrower maintain liquidity requirements with advances tied to periodic reviews. These
loans are underwritten independently by us based on a variety of underwriting criteria, including an evaluation of the character
and creditworthiness of the borrower, debt service coverage ratios, historical and projected client income, borrower liquidity and
credit history, and the trends in income and balance sheet management. In addition, we perform stress testing for changes in
interest rates and other factors and review general economic trends in the client’s industry. We typically do not require full
recourse from the owners of the entities to which we make such loans.
Small Business Lending and USDA Lending: The Bank is approved as a Small Business Administration (“SBA”) lender
and as a United States Department of Agriculture (“USDA”) lender. We are committed to our small business commercial lending
to serve our communities and small businesses that operate in our network of retail branch locations. As government guaranteed
programs, we need to comply with underwriting guidelines, servicing and monitoring requirements, and terms and conditions set
forth under the related programs standard operating procedures. SBA loans follow our underwriting guidelines established for
non-SBA commercial and industrial loans and meet the underwriting criteria set forth by the SBA. We have also established a
small balance portfolio loan program, up to a maximum loan amount of $250,000, to meet the requirements of our small business
clients through a streamlined underwriting process.
Consumer Channel: The Consumer channel for FFB offers single family residential loans, home equity lines of credit,
personal lines of credit and other consumer related products. We do not have a separate marketing program for this channel,
rather this channel is directed to a limited amount of fully-vetted broker relationships and as an accommodation for clients or
prospective clients of our platform. We expect single family loans to comprise a substantial majority of the balances in this
channel.
Residential Mortgage Loans – Single-family: We offer single family residential mortgage loans that in most cases take
the form of non-conforming jumbo and super-jumbo loans. We do not currently sell or securitize any of our single
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family residential mortgage loan originations. We do not originate loans defined as high cost by state or federal banking
regulators. The majority of our single family residential loan originations are collateralized by first mortgages on real properties
located in Southern California. These loans are generally adjustable rate loans with initial fixed rate periods ranging from 3 to
10 year terms and terms of the loan not exceeding 30 years. These loans generally have interest rate floors and payment caps. The
loans are underwritten based on a variety of underwriting criteria, including an evaluation of the character and creditworthiness of
the borrower and guarantors, loan-to-value and debt to income ratios, borrower liquidity, income verification and credit history.
In addition, we perform stress testing for changes in interest rates and other factors and review general economic trends such as
market values.
Consumer Loans: We offer consumer loans and line of credit products as an accommodation to clients of our primary
business lines, including personal installment loans and lines of credit, and home equity lines of credit designed to meet the needs
of our clients. Consumer loans are either fixed rate loans or adjustable rate loans with interest rates tied to a variety of
independent indexes and are made for terms ranging from one to ten years. The loans are underwritten based on a variety of
underwriting criteria, including an evaluation of the character, creditworthiness and credit history of the borrower and guarantors,
debt to income ratios, borrower liquidity, income verification, and the value of any collateral securing the loan. Historically, a
high percentage of home equity lines of credit originated by FFB have been in first trust deed position. Repayment of consumer
loan are largely dependent on the borrower’s ongoing cash flows and financial stability and, as a result, generally pose higher
credit risks than the other loans that we make.
For all of our loan offerings, we utilize a comprehensive approach in our underwriting process. This includes the
requirement that all factors considered in our underwriting be appropriately documented. In our underwriting, our primary focus
is always on the primary, secondary and tertiary sources of repayment, which include the subject real estate collateral cash flow,
the business/borrower’s ability to repay and value of the subject collateral securing the loan. However, because our underwriting
process allows us to view the totality of the borrower’s capacity to repay, concerns or issues in one area can be compensated for
by other favorable financial criteria. This personalized and detailed approach allows us to better understand and meet our clients’
borrowing needs. We handle substantially all of our loan processing, underwriting and servicing at our administrative office in
Irvine, California.
Deposit Products and Services
The following table sets forth information regarding the type of deposits which our clients maintained with us and the
average interest rates on those deposits as of December 31:
(dollars in thousands)
Amount
% of Total
Weighted
Average
Rate
Amount
% of Total
Weighted
Average
Rate
2020
2019
Demand deposits:
Noninterest-bearing
Interest-bearing
Money market and savings
Certificates of deposits
Total
$ 1,655,847
871,289
2,407,401
978,896
$ 5,913,433
28.0 %
14.7 %
40.7 %
16.6 %
100.0 %
— $ 1,192,481
386,276
0.372 %
1,334,736
0.549 %
0.591 %
1,977,651
0.376 % $ 4,891,144
24.4 %
7.9 %
27.3 %
40.4 %
100.0 %
—
0.635 %
1.355 %
1.971 %
1.217 %
Deposit Products: We offer a wide range of deposit products, including personal and business checking, savings
accounts, interest-bearing demand deposit accounts, money market accounts and time certificates of deposit. Our pricing strategy
is to maintain deposit pricing at levels consistent with our competitors. This generally allows us to maintain our current deposit
relationships. From time to time, we will offer promotional rates to attract new clients to our platform. Our pricing strategy is
intended to complement our other products and services so that we can attract and retain clients without always paying the
highest rates. As of December 31, 2020, our nine largest bank depositors accounted for, in the aggregate, 31% of our total
deposits. See Item 1A—Risk Factors.
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Deposit Services: Our deposits services include the following:
●
Treasury Management: Our comprehensive suite of Treasury Management products and services provide our
customers the tools to bank with us conveniently without having the need to visit one of our offices and are
necessary to attract complex commercial and specialty deposit clients. These products and services include bill pay,
check/payee/ACH positive pay, wire origination, internal and external transfers, account reconciliation reporting,
remote deposit capture, mobile banking, mobile deposit, lockbox, cash vault services and merchant processing.
● Online Banking: FFB offers Online Banking services to consumer, small business and commercial clients. The
consumer online platform offers account management, internal and external transfers, consumer loan payments,
electronic documents, bill pay, real-time alerts, P2P payments and requests, credit score reporting and debit card
management. The business online platform allows our business clients to be more productive by offering ease of
access to account information, electronic documents, transfer and funds management, real-time alerts, user
administration, and reporting tools. These clients can also leverage most TM services as integrated solutions
through business online.
● Online Account Opening: FFB utilizes a platform for online account acquisition. The bank offers checking, savings,
and CDs, as well as complementary products such as ATM/debit cards and eStatements through the system.
Deposit Delivery Channels: Our deposit products and services are delivered through the following delivery channels:
● Retail Banking: The retail banking delivery channel is made up of 20 banking offices located throughout our
market areas. We attempt to place our banking offices in strategic locations to establish a presence in our target
markets, rather than saturating a market with numerous banking offices. The sales activities at our banking offices
are led by the bankers and branch managers located at the offices. In addition to a branch manager, each banking
office has a strong operations manager and staff to serve the clients of the office, to provide support to the bankers
and branch managers in their sales efforts and to maintain the operational integrity of their offices. In addition to
the sales activities of the bankers and branch managers, we provide marketing support through periodic deposit
campaigns and targeted marketing programs tailored to the region in which the banking office is located.
●
Specialty Deposits: The specialty deposits channel focuses on banking large complex commercial customers and
fiduciaries who manage intricate deposit relationships. This team consists of bankers with industry expertise in our
targeted specialty niches, which include, but are not limited to escrow, title, 1031 exchange accommodators,
contractor retention escrows, commercial property management and homeowners associations as well as financial
institutions and mortgage servicers, commercial borrowers, EB-5 projects, political treasurers and Opportunity
Zone funds. The nature of the specialty deposit customer is generally complex and typically requires a larger
volume of transactional servicing needs and reporting requirements. These customers are supported exclusively by
the experts in our commercial client services team. This team is responsible for establishing new accounts,
maintenance of existing accounts, monitoring accounts, account reporting, review and acceptance of depository
agreements and other account related contracts. This team possesses a thorough understanding of legal
documentation for complex organizations and legal and regulatory banking requirements for niche industries,
balance bank control accounts, ledger posting, and funds disbursement.
● Digital Bank: The digital bank channel offers consumers high-yield savings accounts, low cost checking accounts,
and certificates of deposits through our online account opening. These digital bank products are offered to
consumers across all 50 states and enables FFB to target Millennial, gen Z, and more digitally savvy prospects with
increased efficiency and is supported by a dedicated digital bank operations team.
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Trust Services: FFB is licensed to provide trust services to clients in California, Nevada and Hawaii. Those services,
which consist primarily of the management of trust assets, complement the investment advisory and wealth management services
that FFA offers to our clients and, as a result, provide us with cross-selling opportunities. At December 31, 2020, trust AUA
totaled $1.1 billion.
Wealth Management Products and Services
FFA is a fee-based investment advisor which provides investment advisory and wealth management services primarily
for individuals and their families, family businesses and other affiliated organizations (including public and closely-held
corporations, family foundations and private charitable organizations). Through FFA, we provide clients with personalized
services designed to enable them to reach their personal and financial goals by coordinating our investment advisory and wealth
management services with risk management and estate and tax planning services that are provided by outside service providers,
for which we do not receive commissions or referral fees. FFA’s clients benefit from certain cost efficiencies available to
institutional managers, such as block trading, access to institutionally priced no-load mutual funds, ability to seek competitive
bid/ask pricing for bonds, low transaction costs and management fees charged as a percentage of the assets managed, with tiered
pricing for larger accounts.
Our investment advisory and wealth management team strives to create diversified investment portfolios for its clients
that are individually designed, monitored and adjusted based on the discipline of fundamental investment analysis. We focus on
creating investment portfolios that are commensurate with a client’s objectives, risk tolerance and time horizon, using traditional
investments such as individual stocks and bonds and mutual funds. We also provide comprehensive and ongoing advice and
coordination regarding estate planning, retirement planning and charitable and business ownership issues.
AUM at FFA has grown at a compound annual growth rate of 8% over the four year period ending December 31, 2020.
Changes in our AUM reflects additions from new clients, the gains or losses recognized from investment results, additional funds
received from existing clients, withdrawals of funds by clients, and terminations.
We do not provide custodial services for our clients through FFA. Instead, client investment accounts are maintained
under custodial arrangements with large, well established brokerage firms, either directly or through FFB. However, we notify
our clients that they are not obligated to use those services and that they are free to select securities brokerage firms and custodial
service providers of their own choosing. We have entered into referral agreements with certain of the asset custodial firms that
provide custodial services to our clients. Under these arrangements, the asset custodial firms provide referrals of prospective new
clients whose wealth warrants the more personalized and expansive breadth of financial services that we are able to provide in
exchange for a fee. This fee is either a percentage of the fees we charge to the client or a percentage of the AUM of the client.
The asset custodial firms are entitled to continue to receive these fees for as long as we continue to provide services to the referral
client. These referral agreements do not require the client to maintain their assets at the custodial firm and are fully disclosed to
the client prior to our providing services to them.
Competition
The banking and investment advisory and wealth management businesses in California, Nevada and Hawaii, generally,
and in our market areas, in particular, are highly competitive. A relatively small number of major national and regional banks,
operating over wide geographic areas, including Wells Fargo, JP Morgan Chase, US Bank, Comerica, Union Bank and Bank of
America, dominate our banking markets. Those banks, or their affiliates, may also offer investment advisory and wealth
management services. We also compete with large, well known banking and wealth management firms, including City National,
First Republic and Northern Trust. Those banks and investment advisory and wealth management firms generally have much
greater financial and capital resources than we do and as a result of their ability to conduct extensive advertising campaigns and
their relatively long histories of operations in our markets, are generally better known than us. In addition, by virtue of their
greater total capitalization, the large banks have substantially higher lending limits than we do, which enables them to make much
larger loans and to offer loan products that we are not able to offer to our clients.
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We compete with these much larger banks and investment advisory and wealth management firms primarily on the basis
of the personal and “one-on-one” service that we provide to our clients, which many of these competitors are unwilling or unable
to provide, other than to their wealthiest clients, due to costs involved or their “one size fits all” approaches to providing financial
services to their clients. We believe that our principal competitive advantage is our ability to offer our services through one
integrated platform, enabling us to provide our clients with the efficiencies and benefits of dealing with a cohesive group working
together to assist our clients to meet their personal investment and financial goals. We believe that only the largest financial
institutions in our area provide similar integrated platforms of products and services, which they sometimes reserve for their
wealthiest and institutional clients. In addition, while we also compete with many local and regional banks and numerous local
and regional investment advisory and wealth management firms, we believe that only a very few of these banks offer investment
advisory or wealth management services and that a very few of these investment advisory and wealth management firms offer
banking services and, therefore, these competitors are not able to provide such an integrated platform of comprehensive financial
services to their clients. This enables us to compete effectively for clients who are dissatisfied with the level of service provided
at larger financial institutions, yet are not able to receive an integrated platform of comprehensive financial services from other
regional or local financial services organizations.
While we provide our clients with the convenience of technological access services, such as remote deposit capture,
internet banking and mobile banking, we compete primarily by providing a high level of personal service. As a result, we do not
try to compete exclusively on pricing. However, because we are located in a highly competitive market place and because we are
seeking to grow our businesses, we attempt to maintain our pricing in line with our principal competitors.
Mergers and Acquisitions
Acquisitions have been a key component of our growth strategy. We have completed five acquisitions since 2012. In
June 2018, we completed the acquisition of PBB Bancorp, the holding company for Premier Business Bank (“PBB”). In
November 2017, we completed the acquisition of Community 1st Bancorp, the holding company for Community 1st Bank. In
December 2016, we completed the acquisition of two branches located in Orange County, California from Pacific Western Bank.
In June 2015, we completed the acquisition of Pacific Rim Bank. In August 2012, we completed the acquisition of Desert
Commercial Bank.
Supervision and Regulation
Federal and state laws extensively regulate bank holding companies and banks. This regulation is intended primarily for
the protection of depositors, customers and the FDIC’s deposit insurance fund and is not for the benefit of our stockholders. Set
forth below are summary descriptions of the material laws and regulations that affect or bear on our operations. The summaries
are not intended, and do not purport, to be complete and are qualified in their entirety by reference to the described laws and
regulations.
Bank Holding Company Regulation
First Foundation Inc. is a registered bank holding company subject to regulation under the Bank Holding Company Act
of 1956, as amended (the “Holding Company Act”). Pursuant to the Holding Company Act, we are subject to supervision and
periodic examination by, and are required to file periodic reports with the Federal Reserve.
As a bank holding company, we are allowed to engage, directly or indirectly, only in banking and other activities that
the Federal Reserve has determined, or in the future may deem, to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. Business activities that the Federal Reserve has designated as being closely related to
banking include the provision of investment advisory, securities brokerage, insurance agency and data processing services,
among others. A bank holding company meeting certain eligibility requirements may elect to qualify as a “financial holding
company,” allowing it and its non-bank affiliated companies to engage in a broader range of financial activities including
securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; engaging in insurance
underwriting; and engaging in merchant banking activities. We have not elected to be a financial holding company.
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Under Federal Reserve regulations, a bank holding company is required to serve as a source of financial and managerial
strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. In addition, it is the Federal
Reserve’s policy that a bank holding company, in serving as a source of strength to its subsidiary banks, should stand ready to use
available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity and
should maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary
banks. For that reason, among others, the Federal Reserve requires all bank holding companies to maintain capital at or above
certain prescribed levels. A bank holding company’s failure to meet these requirements will generally be considered by the
Federal Reserve to be an unsafe and unsound banking practice or a violation of the Federal Reserve’s regulations or both, which
could lead to the imposition of restrictions (including restrictions on growth) on, or a regulatory enforcement order against, the
bank holding company.
Additionally, among its powers, the Federal Reserve may require any bank holding company to terminate an activity or
terminate control of, or liquidate or divest itself of, any subsidiary or affiliated company that the Federal Reserve determines
constitutes a significant risk to the financial safety, soundness or stability of the bank holding company or any of its banking
subsidiaries. The Federal Reserve also has the authority to regulate aspects of a bank holding company’s debt. Subject to certain
exceptions, bank holding companies also are required to file written notice and obtain approval from the Federal Reserve prior to
purchasing or redeeming their common stock or other equity securities. A bank holding company and its non-banking
subsidiaries also are prohibited from implementing so-called tying arrangements whereby clients may be required to use or
purchase services or products from the bank holding company or any of its non-bank subsidiaries in order to obtain a loan or
other services from any of the holding company’s subsidiary banks.
Because FFB is a California state chartered bank, the Company is deemed to be a bank holding company within the
meaning of Section 1280 of the California Financial Code. As such, we are subject to examination by, and may be required to file
reports with, the DFPI.
Regulation of First Foundation Bank
FFB is subject to primary supervision, periodic examination and regulation by the FDIC, which is its primary federal
banking regulator, and the DFPI, because FFB is a California state chartered bank.
Various requirements and restrictions under federal and California banking laws affect the operations of FFB. These
laws and the implementing regulations can determine the extent of supervisory control to which a bank will be subject by its
federal and state bank regulators. These laws and regulations cover most aspects of a bank’s operations, including:
●
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●
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the reserves a bank must maintain against deposits and for possible loan losses and other contingencies;
the types of and limits on loans and investments that a bank may make;
the borrowings that a bank may incur;
the opening of branch offices;
the rate at which it may grow its assets and business;
the acquisition and merger activities of a bank;
the amount of dividends that a bank may pay; and
the capital requirements that a bank must satisfy.
California law permits state chartered commercial banks to engage in any activity permissible for national banks. Those
permissible activities include conducting many so-called “closely related to banking” or “nonbanking” activities either directly or
through their operating subsidiaries.
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Acquisition of Control of a Bank Holding Company or a Bank
As a bank holding company, we must obtain the prior approval of the Federal Reserve to acquire more than five percent
of the outstanding shares of voting securities or substantially all of the assets, by merger or purchase, of (i) any bank or other
bank holding company and (ii) any other entities engaged in banking-related businesses or that provide banking-related services.
In addition, FFB must obtain the prior approval of the FDIC and the DFPI before acquiring or merging with any other depository
institution.
Capital Requirements Applicable to Banks and Bank Holding Companies
The federal bank regulatory agencies have adopted rules establishing a comprehensive capital framework for U.S.
banking organizations (the “Capital Rules”) based on 2010 guidelines issued by the International Basel Committee on Banking
Supervision and certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-
Frank Act”). The Capital Rules apply to the Company on a consolidated basis and FFB.
Under the Capital Rules, specific categories of assets and off-balance-sheet activities such as letters of credit are
assigned risk weights, depending on the nature of assets, generally ranging from 0% for U.S. government and agency securities,
to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories. These risk weights are
multiplied by corresponding asset balances to determine a “risk weighted” asset base, which is then measured against various
forms of capital to produce capital ratios.
Among other things, the Capital Rules (i) specify a capital measure called “Common Equity Tier 1” (“CET-1”),
(ii) specify that Tier 1 capital consists of CET-1 and “Additional Tier 1 capital” instruments meeting specified requirements, and
(iii) make most deductions and adjustments to regulatory capital measures applicable to CET-1 and not to the other components
of capital, and expanded the scope of the deductions and adjustments from capital compared to the prior capital rules, thus
potentially requiring banking organizations to achieve and maintain higher levels of CET-1 in order to meet minimum capital
ratios.
The Capital Rules implement a “capital conservation buffer” that is designed to absorb losses during periods of
economic stress. If a banking organization does not maintain a capital conservation buffer consisting of an additional 2.5% of
CET-1 on top of the minimum risk-weighted asset ratios, it faces constraints on dividends, equity repurchases and executive
compensation, depending on the amount of the shortfall.
Under the Capital Rules, the minimum capital ratios (including the 2.5% capital conservation buffer) applicable to the
Company and FFB as of January 1, 2019 are as follows:
CET-1 to risk-weighted assets
Tier 1 capital (i.e., CET-1 plus Additional Tier 1) to risk-weighted assets
Total capital (i.e., Tier 1 plus Tier 2) to risk-weighted assets
Tier 1 capital-to-average consolidated assets as reported on consolidated financial statements(1)
7.000 %
8.500 %
10.500 %
4.000 %
(1) Commonly referred to as a banking institution’s “leverage ratio” The capital conversion buffer does not apply to the leverage
ratio.
The Capital Rules provide for a number of deductions from and adjustments to CET-1. These include, for example, the
requirement that mortgage servicing rights, deferred tax assets dependent upon future taxable income, and significant investments
in common equity issued by nonconsolidated financial entities, be deducted from CET-1 to the extent that any one such category
exceeds 10% of CET-1 or all such categories, in the aggregate, exceed 15% of CET-1. While the Capital Rules require the impact
of certain items of Accumulated Other Comprehensive Income (“AOCI”) to be included in capital for purposes of determining
regulatory capital ratios, most banking organizations, including FFI and FFB, were entitled to make a one-time permanent
election to continue to exclude these items from capital. In 2015, we elected to continue this exclusion.
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The Capital Rules require that trust preferred securities be phased out from Tier 1 capital by January 1, 2016, except in
the case of banking organizations with total consolidated assets of less than $15 billion, which will be permitted to include trust
preferred securities issued prior to May 19, 2010 in Tier 1 capital, subject to a limit of 25% of tier 1 capital elements.
Prompt Corrective Action
The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), established a framework for
regulation of federally insured depository institutions, including banks, and their parent holding companies and other affiliates, by
their federal banking regulators. Among other things, FDICIA requires the relevant federal banking regulator to take “prompt
corrective action” with respect to a depository institution if that institution does not meet certain capital adequacy standards,
including requiring the prompt submission by that bank of an acceptable capital restoration plan if its bank regulator has
concluded that it needs additional capital.
Supervisory actions by a bank’s federal regulator under the prompt corrective action rules generally depend upon an
institution’s classification within one of five capital categories, which is determined on the basis of a bank’s Tier 1 leverage ratio,
Tier 1 capital ratio and total capital ratio. Tier 1 capital consists principally of common stock and nonredeemable preferred stock
and retained earnings.
FDICIA regulations implementing the prompt corrective action framework, establish minimum capital thresholds for
five capital categories based on the Capital Rules. An insured depository institution’s capital category depends upon whether its
capital levels meet these capital thresholds and potentially other determinations of the institution’s primary federal banking
regulator. These regulations provide that a bank would be classified as: “well capitalized” if it had a total risk-based capital ratio
of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a CET-1 ratio of 6.5% or greater, and a Tier 1 leverage
ratio of 5.0% or greater, and was not subject to any order or written directive by any such regulatory agency to meet and maintain
a specific capital level for any capital measure; “adequately capitalized” if it had a total risk-based capital ratio of 8.0% or
greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a CET-1 ratio of 4.5% or greater and a Tier 1 leverage ratio of 4.0%
or greater; “undercapitalized” if it had a total risk-based capital ratio that is less than 8.0%, a Tier 1 risk-based capital ratio of less
than 6.0%, a CET-1 ratio of less than 4.5% and a Tier 1 leverage ratio of less than 4.0%; “significantly undercapitalized” if it had
a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a CET-1 ratio of less than
3.0% or a Tier 1 leverage ratio of less than 3.0%; and “critically undercapitalized” if its tangible equity was equal to or less than
2.0% of average quarterly tangible assets. A bank that is classified as well-capitalized, adequately capitalized or undercapitalized
based on its capital levels may be treated as though it were in the next lower capital category if the appropriate federal banking
agency, after notice and opportunity for a hearing, determines that an unsafe or unsound condition or practice warrants such
treatment.
A bank’s capital classification affects the frequency of examinations of the bank by its primary federal bank regulatory
agency, the ability of the bank to engage in certain activities and the deposit insurance premiums that are payable by the bank.
Under FDICIA, the federal banking regulators are required to conduct a full-scope, on-site examination of every bank with more
than $3.0 billion in assets at least once every 12 months.
An undercapitalized bank is generally prohibited from paying dividends or management fees to its holding company. In
addition, an undercapitalized bank that fails to submit, or fails to obtain the approval by its federal banking regulator of a capital
restoration plan will be treated as if it is “significantly undercapitalized.” In that event, the bank’s federal banking regulator may
impose a number of additional requirements and restrictions on the bank, including orders or requirements (i) to sell sufficient
voting stock to become “adequately capitalized,” (ii) to reduce its total assets, and (iii) cease the receipt of deposits from
correspondent banks. “Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator. If an
undercapitalized bank is a subsidiary of a bank holding company, then, for its capital restoration plan to be approved, the bank’s
parent holding company must guarantee that the bank will comply with, and provide assurances of the performance by the bank
of, its capital restoration plan. Under such a guarantee and assurance of performance, if the bank fails to comply with its capital
restoration plan, the parent holding company may become subject to liability for such failure in an amount up to the lesser of
(i) 5.0% of its bank subsidiary’s total assets at the time it became undercapitalized, or (ii) the amount that is necessary (or would
have been necessary) to bring the bank into compliance with all applicable capital standards as of the time it failed to comply
with the plan.
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If a bank is classified as “significantly undercapitalized” or “critically undercapitalized,” its federal banking regulator
would be required to take one or more prompt corrective actions that would, among other things require the bank to (i) raise
additional capital by means of sales of common stock or nonredeemable preferred shares, (ii) improve its management, (iii) limit
the interest rates it may pay on deposits, (iv) altogether prohibit transactions by the bank with its affiliates, (v) terminate certain
activities that pose undue or unreasonable risks, and (vi) restrict the compensation being paid to its executive officers. If a bank is
classified as critically undercapitalized, FDICIA requires the bank to be placed into conservatorship or receivership within
90 days, unless its federal banking regulatory agency determines that there are other measures that would enable the bank, within
a relatively short period of time, to increase its capital in an amount sufficient to improve its capital classification under the
prompt corrective action framework.
Safety and Soundness Standards
Banking institutions may be subject to potential enforcement actions by the federal banking regulators for unsafe or
unsound practices or for violating any law, rule, regulation, or any condition imposed in writing by its primary federal banking
regulatory agency or any written agreement with that agency. The federal banking agencies have adopted guidelines designed to
identify and address potential safety and soundness concerns that could, if not corrected, lead to deterioration in the quality of a
bank’s assets, liquidity or capital. Those guidelines set forth operational and managerial standards relating to such matters as
internal controls, information systems and internal audit systems; risk management; loan documentation; credit underwriting;
asset growth; earnings; and compensation, fees and benefits.
In addition, the federal banking agencies have adopted safety and soundness guidelines with respect to the quality of
loans and other assets of insured depository institutions. These guidelines provide standards for establishing and maintaining a
system to identify problem loans and other problem assets and to prevent those assets from deteriorating. Under these standards,
an FDIC-insured depository institution is expected to conduct periodic asset quality reviews to identify problem loans and any
other problem assets, estimate the inherent losses in those loans and other assets and establish reserves that are sufficient to
absorb those estimated losses; compare problem loans and other problem asset totals to capital; take appropriate corrective action
to resolve problem loans and other problem assets; consider the size and potential risks of material asset concentrations; and
provide periodic quality reports with respect to their loans and other assets which provide adequate information for the bank’s
management and the board of directors to assess the level of risk to its loans and other assets.
These guidelines also establish standards for evaluating and monitoring earnings and for ensuring that earnings are
sufficient for the maintenance of adequate capital and reserves.
Potential Regulatory Enforcement Actions
If a bank holding company’s or a bank’s federal banking regulatory agency, determines that its financial condition,
capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of its operations are unsatisfactory or
that the bank holding company or bank or its management has violated any law or regulation, the agency has the authority to take
a number of different remedial actions as it deems appropriate under the circumstances. These actions include the power to enjoin
any “unsafe or unsound” banking practices; to require that affirmative action be taken to correct any conditions resulting from
any violation of law or unsafe or unsound practice; to issue an administrative order that can be judicially enforced; to require that
it increase its capital; to restrict its growth; assess civil monetary penalties against the it or its officers or directors; to remove
officers and directors of the bank; and if the federal agency concludes that such conditions at the bank cannot be corrected or
there is an imminent risk of loss to depositors, to terminate a bank’s deposit insurance, which in the case of a California state
chartered bank would result in revocation of its charter and require it to cease its banking operations. Under California law the
DFPI has many of these same remedial powers with respect to FFB.
Dividends and Stock Repurchases
It is the policy of the Federal Reserve that bank holding companies should generally pay dividends on common stock
only out of income available over the past year, and only if prospective earnings retention is consistent with the holding
company’s expected future needs for capital and liquidity and to maintain its financial condition. It is also a Federal
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Reserve policy that bank holding companies should not maintain dividend levels that undermine their ability to be a source of
financial strength for their banking subsidiaries. Additionally, the Federal Reserve has indicated that bank holding companies
should carefully review their dividend policies and has discouraged dividend payment ratios that are at maximum allowable
levels unless both asset quality and capital are very strong. Similar Federal Reserve policies and limitations apply to a bank
holding company’s repurchase of its capital stock.
Cash dividends from FFB are one of the principal sources of cash (in addition to any cash dividends that might be paid
to the Company by FFA) that is available to the Company for its operations and to fund any cash dividends or stock repurchases
that the Company’s board of directors might declare or approve in the future. The Company is a legal entity separate and distinct
from FFB and FFB is subject to various statutory and regulatory restrictions on its ability to pay cash dividends to the Company.
Under the California law, a bank’s ability to pay cash dividends is limited to the lesser of: (i) the bank’s retained earnings or
(ii) the bank’s income for its last three fiscal years (less any distributions to shareholders made during such period). However,
with the prior approval of the DFPI, a bank may pay cash dividends in an amount not to exceed the greatest of the: (1) retained
earnings of the bank; (2) net income of the bank for its last fiscal year; or (3) net income of the bank for its current fiscal year. In
addition, under FDIC regulations, FFB is generally prohibited from paying cash dividends in amounts that would cause FFB to
become undercapitalized. Additionally, the FDIC and the DFPI have the authority to prohibit FFB from paying cash dividends, if
either of those agencies deems the payment of dividends by FFB to be an unsafe or unsound practice.
The FDIC also has established guidelines with respect to the maintenance of appropriate levels of capital by banks under
its jurisdiction. Compliance with the standards set forth in those guidelines and the restrictions that are or may be imposed under
the prompt corrective action provisions of federal law could limit the amount of dividends which FFB may pay.
Single Borrower Loan Limitations
With certain limited exceptions, the maximum amount of unsecured obligations that any borrower (including certain
related entities) may owe to a California state bank at any one time may not exceed 15% of the sum of the bank’s shareholders’
equity, allowance for credit losses related to loans, capital notes and debentures. The combined secured and unsecured
obligations of any borrower may not exceed 25% of the sum of the bank’s shareholders’ equity, allowance for credit losses
related to loans, capital notes and debentures.
Deposit Insurance
The deposits of FFB are insured by the FDIC’s Deposit Insurance Fund (the “DIF”), up to applicable limits. The Dodd-
Frank Act permanently increased the maximum deposit insurance amount for banks, savings institutions and credit unions to
$250,000 per depositor.
The FDIC uses a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes
into account a bank’s CAMELS supervisory rating. The risk matrix utilizes different risk categories distinguished by capital
levels and supervisory ratings. As a result of the Dodd-Frank Act, the base for insurance assessments is now consolidated average
assets less average tangible equity. Assessment rates are calculated using formulas that take into account the risk of the institution
being assessed. FDIC deposit insurance expense also includes FICO assessments related to outstanding FICO bonds.
The FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound
practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order
or condition imposed by the FDIC. The Company’s management is not aware of any practice, condition, or violation that might
lead to the termination of its deposit insurance.
Executive Compensation Restrictions
In June 2010, the Federal Reserve and the FDIC issued comprehensive guidelines on incentive compensation policies
intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety
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and soundness of the organizations by encouraging excessive risk-taking. The guidelines apply to those employees of a banking
organization that have the ability to materially affect the risk profile of a banking organization, either individually or as part of a
group. generally, the guidelines (i) prohibit incentive compensation that encourages risk-taking beyond the organization’s ability
to effectively identify and manage risks, (ii) prohibit incentive compensation arrangements that are inconsistent with effective
internal controls and risk management, and (iii) mandate that incentive compensation programs be supported by strong corporate
governance principles and practices, including active and effective oversight by the banking organization’s board of directors.
The federal banking regulatory agencies have the authority to bring enforcement actions against a banking organization if the
agency concludes that its incentive compensation arrangements, or related risk-management control or governance processes,
pose an undue risk to the organization’s safety and soundness and that the organization is not taking prompt and effective
measures to correct the deficiencies.
In addition, the Dodd-Frank Act directs federal banking regulators to promulgate rules prohibiting incentive-based
compensation arrangements that would encourage imprudent risk-taking by executives of depository institutions and their
holding companies that have assets of more than $1.0 billion. Proposed rules were issued in 2011 but have not become final.
The Company has adopted an incentive compensation clawback policy that provides, among other things, that if any of
the Company’s previously published financial statements are restated due to material noncompliance with any financial reporting
requirements under the federal securities laws, the Company will seek to recover the amount by which any incentive
compensation paid in the previous three years to any executive officer exceeds the incentive compensation which the Company’s
audit committee determines would have been paid to such executive officer had such compensation been determined on the basis
of the restated financial statements.
Federal Home Loan Bank System
FFB is a member of the FHLB. Among other benefits, each regional Federal Home Loan Bank serves as a reserve or
central bank for its members within its assigned region and makes available loans or advances to its member banks. Each regional
Federal Home Loan Bank is financed primarily from the sale of consolidated obligations of the overall Federal Home Loan Bank
system. As an FHLB member, FFB is required to own a certain amount of capital stock in the FHLB. At December 31, 2020,
FFB was in compliance with the FHLB’s stock ownership requirement. Historically, the FHLB has paid dividends on its capital
stock to its members.
Restrictions on Transactions between FFB and the Company and its other Affiliates
FFB is subject to Sections 23A and 23B of, and Federal Reserve Regulation W under, the Federal Reserve Act, which
impose restrictions on (i) any extensions of credit to, or the issuance of a guarantee or letter of credit on behalf of, the Company
or any of its other subsidiaries; (ii) the purchase of or investments in Company stock or other Company securities; (iii) the taking
of Company securities as collateral for the loans that FFB makes; (iv) the purchase of assets from the Company or any of its other
subsidiaries and (v) transactions between a bank and its financial subsidiaries, as well as other affiliates. These restrictions
prevent the Company and any of its subsidiaries from obtaining borrowings or extensions of credit from FFB, unless the
borrowings are secured by marketable obligations in designated amounts, and such secured loans and any investments by FFB in
the Company or any of its subsidiaries are limited, individually, to 10% of FFB’s capital and surplus (as defined by federal
regulations), and in the aggregate are limited to 20%, of FFB’s capital and surplus.
The Dodd-Frank Act extends the application of Section 23A of the Federal Reserve Act to derivative transactions,
repurchase agreements and securities lending and borrowing transactions that create credit exposure to an affiliate or an insider of
a bank. Any such transactions with any affiliates must be fully secured. In addition, the exemption from Section 23A for
transactions with financial subsidiaries has been eliminated.
California law also imposes restrictions with respect to transactions involving the Company and any other persons that
may be deemed under that law to control FFB.
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Regulatory Guidelines for Commercial Real Estate Loan Concentrations
The Federal Reserve and the FDIC have published guidelines that call for the adoption of heightened risk mitigation
measures by insured banks with a concentration of commercial real estate loans in its loan portfolio. The guidelines provide that a
bank will be deemed to have a concentration of commercial real estate loans if (i) the total reported loans for construction, land
development and other land represent 100% or more of the bank’s total capital, or (ii) the total reported loans secured by
multifamily and non-farm residential properties, plus loans for construction, land development and other land, represent 300% or
more of the bank’s total capital and the bank’s commercial real estate loan portfolio has increased by 50% or more during the
prior 36 months. If such a concentration exists, the guidelines call for the bank (i) to implement heightened risk assessment and
risk management practices, including board and management oversight and strategic planning, (ii) to implement and maintain
stringent loan underwriting standards, and to use market analyses and stress testing tools to monitor the condition of the bank’s
commercial real estate loan portfolio and to assess the impact that adverse economic conditions affecting the real estate markets
could have on the bank’s financial condition, and (iii) if determined to be necessary on the basis of the results of such stress tests,
to increase its allowance for credit losses and its capital.
Technology Risk Management and Consumer Privacy
Federal and state banking regulatory agencies have issued various policy statements focusing on the importance of
technology risk management and supervision in evaluating the safety and soundness of the banks they regulate. According to
those policy statements, the use by banking organizations of technology-related products, services, processes and delivery
channels, such as the internet, exposes them to a number of risks which include operational, compliance, security, privacy, and
reputational risk. The banking regulators generally expect the banking organizations they regulate to prudently manage
technology-related risks as part of their comprehensive risk management policies in order to identify, monitor, measure and
control risks associated with the use of technology.
Pursuant to the gramm-Leach-Bliley Act (“gLBA”), the federal banking agencies have adopted rules and established
standards to be followed in implementing safeguards that are designed to ensure the security and confidentiality of customer
records and information, protection against any anticipated threats or hazards to the security or integrity of such records and
protection against unauthorized access to or use of such records or information in a way that could result in substantial harm or
inconvenience to a customer. Among other requirements, these rules require each banking organization to implement a
comprehensive written information security program that includes administrative, technical and physical safeguards relating to
customer information. gLBA also requires banking organizations to provide each of their customers with a notice of their privacy
policies and practices and prohibits a banking organization from disclosing nonpublic personal information about a customer to
nonaffiliated third parties unless the banking organization satisfies various notice and “opt-out” requirements and the customer
has not chosen to opt out of the disclosure. Additionally, the federal banking agencies are authorized to issue regulations as
necessary to implement those notice requirements and non-disclosure restrictions.
Community Reinvestment Act
The Community Reinvestment Act (“CRA”) requires the federal banking regulatory agencies to evaluate the record of a
bank in meeting the credit needs of its local communities, including those of low and moderate income neighborhoods in its
service area. A bank’s compliance with its CRA obligations is based on a performance-based evaluation system which
determines the bank’s CRA ratings on the basis of its community lending and community development performance. A bank may
have substantial penalties imposed on it and generally will be required to take corrective measures in the event it fails to meet its
obligations under CRA. Federal banking agencies also may take compliance with CRA and other fair lending laws into account
when regulating and supervising other activities of a bank or its bank holding company. Moreover, when a bank or bank holding
company files an application for approval to acquire a bank or another bank holding company, the federal banking regulatory
agency reviewing the application will consider CRA assessment of the subsidiary bank or banks of the applicant bank holding
company. A lower CRA rating may be the basis for requiring the applicant’s bank subsidiary to take corrective actions to
improve its CRA performance as a condition to the approval of the acquisition or as a basis for denying the application
altogether.
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Bank Secrecy Act and USA Patriot Act
The Company and FFB are subject to the Bank Secrecy Act, as amended by the USA PATRIOT Act, which gives the
federal government powers to address money laundering and terrorist threats through enhanced domestic security measures,
expanded surveillance powers and mandatory transaction reporting obligations. For example, the Bank Secrecy Act and related
regulations require that we report currency transactions that exceed certain thresholds and transactions determined to be
suspicious, establish due diligence requirements for accounts and take certain steps to verify customer identification when
accounts are opened. The Bank Secrecy Act requires financial institutions to develop and maintain a program reasonably
designed to ensure and monitor compliance with its requirements, to train employees to comply with and to test the effectiveness
of the program. Any failure to meet the requirements of the Bank Secrecy Act can result in the imposition of substantial penalties
and in adverse regulatory action against the offending bank. FFI and FFB have each adopted policies and procedures to comply
with the Bank Secrecy Act.
The Anti-Money Laundering Act of 2020 (“AMLA”), which amends the Bank Secrecy Act, was enacted in January
2021. The AMLA is a comprehensive reform and modernization to U.S. bank secrecy and anti-money laundering laws. Among
other things, it codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the
development of standards for evaluating technology and internal processes for Bank Secrecy Act compliance; and expands
enforcement and investigative authority, including increasing available sanctions for certain Bank Secrecy Act violations and
instituting Bank Secrecy Act whistleblower incentives and protections.
Consumer Laws and Regulations
The Company and FFB are subject to a broad range of federal and state consumer protection laws and regulations
prohibiting unfair or fraudulent business practices, untrue or misleading advertising and unfair competition. Those laws and
regulations include:
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The Home Ownership and Equity Protection Act of 1994, which requires additional disclosures and consumer
protections to borrowers designed to protect them against certain lending practices, such as practices deemed to
constitute “predatory lending.”
The Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act, which requires
banking institutions and financial services businesses to adopt practices and procedures designed to help deter
identity theft, including developing appropriate fraud response programs, and provides consumers with greater
control of their credit data.
The Truth in Lending Act which requires that credit terms be disclosed in a meaningful and consistent way so that
consumers may compare credit terms more readily and knowledgeably.
The Equal Credit Opportunity Act, which generally prohibits, in connection with any consumer or business credit
transactions, discrimination on the basis of race, color, religion, national origin, sex, marital status, age (except in
limited circumstances), or the fact that a borrower is receiving income from public assistance programs.
The Fair Housing Act, which regulates many lending practices, including making it unlawful for any lender to
discriminate in its housing-related lending activities against any person because of race, color, religion, national
origin, sex, handicap or familial status.
The Home Mortgage Disclosure Act, which includes a “fair lending” aspect that requires the collection and
disclosure of data about applicant and borrower characteristics as a way of identifying possible discriminatory
lending patterns and enforcing anti-discrimination statutes.
The Real Estate Settlement Procedures Act, which requires lenders to provide borrowers with disclosures regarding
the nature and cost of real estate settlements and prohibits certain abusive practices, such as kickbacks.
The National Flood Insurance Act, which requires homes in flood-prone areas with mortgages from a federally
regulated lender to have flood insurance.
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The Secure and Fair Enforcement for Mortgage Licensing Act of 2008, which requires mortgage loan originator
employees of federally insured institutions to register with the Nationwide Mortgage Licensing System and
Registry, a database created by the states to support the licensing of mortgage loan originators, prior to originating
residential mortgage loans.
The Dodd-Frank Act also contains a variety of provisions intended to reform consumer mortgage practices. The
provisions include (1) a requirement that lenders make a determination that at the time a residential mortgage loan is
consummated the consumer has a reasonable ability to repay the loan and related costs, (2) a ban on loan originator compensation
based on the interest rate or other terms of the loan (other than the amount of the principal), (3) a ban on prepayment penalties for
certain types of loans, (4) bans on arbitration provisions in mortgage loans and (5) requirements for enhanced disclosures in
connection with the making of a loan. The Dodd-Frank Act also imposes a variety of requirements on entities that service
mortgage loans.
Consumer Financial Protection Bureau
The Dodd-Frank Act created a new, independent federal agency, called the Consumer Financial Protection Bureau (the
“CFPB”), which has been granted broad rulemaking, supervisory and enforcement powers under various federal consumer
financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures
Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the gLBA and certain
other statutes. The CFPB has examination and primary enforcement authority with respect to the compliance by depository
institutions with $10 billion or more in assets with federal consumer protection laws and regulations. Smaller institutions are
subject to rules promulgated by the CFPB, but continue to be examined and supervised by federal banking regulators for
consumer compliance purposes. The CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the
offering of consumer financial products. The Dodd-Frank Act also (i) authorizes the CFPB to establish certain minimum
standards for the origination of residential mortgages, including a determination of the borrower’s ability to repay, and (ii) will
allow borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by
the CFPB. The Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those
adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the
state and federal financial consumer protection laws and regulations.
Volcker Rule
In December 2013, the federal bank regulatory agencies adopted final rules that implement a part of the Dodd-Frank Act
commonly referred to as the “Volcker Rule.” Under these rules and subject to certain exceptions, banking entities are restricted
from engaging in activities that are considered proprietary trading and from sponsoring or investing in certain entities, including
hedge or private equity funds that are considered “covered funds.” These rules became effective on April 1, 2014, although
certain provisions are subject to delayed effectiveness under rules promulgated by the FRB. These new rules may require us to
conduct certain internal analysis and reporting to ensure continued compliance. In 2019, the federal bank regulatory agencies
adopted a rule excluding from the Volcker Rule community banks with $10 billion or less in assets and total trading assets and
liabilities of five percent or less of total consolidated assets. The Company held no investment positions at December 31, 2020
which were subject to the Volcker rule.
Regulation of First Foundation Advisors
FFA is a registered investment advisor under the Investment Advisers Act and the SEC’s regulations promulgated
thereunder. The Investment Advisers Act imposes numerous obligations on registered investment advisors, including fiduciary,
recordkeeping, operational, and disclosure obligations. FFA is also subject to regulation under the securities laws and fiduciary
laws of certain states and the Employee Retirement Income Security Act of 1974 (“ERISA”), and to regulations promulgated
thereunder, insofar as it is a “fiduciary” under ERISA with respect to certain of its clients. ERISA and the applicable provisions
of the Code, impose certain duties on persons who are fiduciaries under ERISA, and prohibit certain transactions by the
fiduciaries (and certain other related parties) to such plans. The foregoing laws and regulations generally grant supervisory
agencies broad administrative powers, including the power to limit or restrict FFA from conducting its business in the event that
it fails to comply with such laws and regulations. Possible sanctions that may be
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imposed in the event of such noncompliance include the suspension of individual employees, limitations on the business
activities for specified periods of time, revocation of registration as an investment advisor and/or other registrations, and other
censures and fines. Changes in these laws or regulations could have a material adverse impact on the profitability and mode of
operations of FFI and its subsidiaries.
Future Legislation
Congress may enact legislation from time to time that affects the regulation of the financial services industry, and state
legislatures may enact legislation from time to time affecting the regulation of financial institutions chartered by or operating in
those states. Federal and state regulatory agencies also periodically propose and adopt changes to their regulations or change the
manner in which existing regulations are applied. The substance or impact of pending or future legislation or regulations, or the
application thereof, cannot be predicted, although enactment of the proposed legislation could impact the regulatory structure
under which we operate and may significantly increase our costs, impede the efficiency of our internal business processes,
require us to increase our regulatory capital or modify our business strategy, limit our ability to pursue business opportunities or
activities or alter the competitive balance between banks and non-bank financial service providers.
Human Capital Resources
As of December 31, 2020, the Company had approximately 502 full-time employees. None of our employees are
covered by a collective bargaining agreement. We believe relations with our employees are good.
To compete with other financial institutions, our business strategy emphasizes customer relationships and personalized
service. To a large degree, our success therefore depends on the personal relationships of our employees and the quality of
service they provide. We strive to attract, develop and retain employees who can further our business strategy and build long-
term stockholder value. To do so, we offer compensation, benefits, and training designed to attract, develop and retain
employees. While we expect to hire employees as we grow, as a result of attrition and as opportunities to recruit talent may arise,
in general, we believe our human capital resources are adequate for our current needs.
Available Information
The Company’s annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 (a) or 15 (d) of the Exchange Act are
accessible for free at the Investor Relations section of our website at www.ff-inc.com as soon as reasonably practicable after the
Company electronically files such material with, or furnishes it to, the SEC. All website addresses given in this report are for
information only and are not intended to be an active link or to incorporate any website information into this report.
Item 1A. Risk Factors
Our business is subject to a number of risks and uncertainties that could prevent us from achieving our business
objectives and could hurt our future financial performance and the price performance of our common stock. Such risks and
uncertainties also could cause our future financial condition and future financial performance to differ significantly from our
current expectations, which are described in the forward-looking statements contained in this report. Those risks and
uncertainties, many of which are outside of our ability to control or prevent, include the following:
Risks Related to the COVID-19 Pandemic
The COVID-19 pandemic and measures intended to prevent its spread are adversely affecting us and our
customers, employees and third-party service providers, and the ultimate extent of the impacts on our business, financial
condition, results of operations, liquidity and prospects is uncertain.
global health concerns relating to the COVID-19 pandemic and related government actions taken to reduce the spread
of the virus have created significant economic uncertainty and reduced economic activity, including within our
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market areas. governmental authorities have implemented numerous measures to try to contain the virus, such as travel bans and
restrictions, quarantines, “stay at home” orders and business limitations and shutdowns. These measures have caused significant
unemployment and have negatively impacted consumer and business spending. The United States government has taken steps to
attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act,
but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion. Continued
deterioration in general business and economic conditions caused by the COVID-19 pandemic, including further increases in
unemployment rates, or turbulence in domestic or global financial markets, could adversely affect our revenues and the values of
our assets and liabilities, reduce the availability of funding, lead to a tightening of credit, and further increase stock price
volatility, which could result in impairment to our goodwill in future periods. In addition, changes to statutes, regulations, or
regulatory policies or practices as a result of, or in response to COVID-19, could affect us in substantial and unpredictable ways,
including the potential adverse impact of loan modifications and payment deferrals implemented consistent with recent
regulatory guidance.
Our business is dependent upon the willingness and ability of our customers and employees to conduct banking and
other financial transactions. Disruptions to our customers caused by the COVID-19 pandemic could result in increased risk of
delinquencies, defaults, foreclosures and losses on our loans, as well as reductions in loan demand, the liquidity of loan
guarantors, loan collateral values (particularly in real estate), loan originations, interest and noninterest income and deposit
availability. These factors may remain prevalent for a significant period of time and may continue to adversely affect our
business, results of operations and financial condition even after the COVID-19 pandemic has subsided. We also could be
adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and
restrictions of the COVID-19 pandemic in our market areas. Although we have business continuity plans and other safeguards in
place, there is no assurance that such plans and safeguards will be effective. In addition, we rely upon our third-party vendors to
conduct business and to process, record, and monitor transactions. If any of these vendors are unable to continue to provide us
with these services, it could negatively impact our ability to serve our customers.
The extent to which the COVID-19 pandemic impacts our business, financial condition, results of operations, liquidity
and prospects will depend on future developments, which are highly uncertain and are difficult to predict, including, but not
limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how
quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has
subsided, we may continue to experience materially adverse impacts to our business as a result of the virus’s economic impact
and any recession that has occurred or may occur in the future.
There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global
pandemic may have, and, as a result, we do not yet know the full extent of the impacts on our business, our operations or the
economy as a whole. However, the effects could have a material impact on our results of operations and heighten many of the
other risks factors described in this report.
Our participation in the Payroll Protection Program (“PPP”) exposes us to risks related to noncompliance with
the PPP, as well as litigation risk related to our administration of the PPP loan program, which could have a material
adverse impact on our business, financial condition and results of operations.
We are a participating lender in the PPP, a loan program administered through the SBA, that was created to help eligible
businesses, organizations and self-employed persons fund their operational costs during the COVID-19 pandemic. Under this
program, the SBA guarantees 100% of the amounts loaned under the PPP. The PPP opened on April 3, 2020; however, because
of the short window between the passing of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and the opening
of the PPP, there is some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes us to risks
relating to noncompliance with the PPP. For instance, other financial institutions have experienced litigation related to their
processes and procedures used in processing applications for the PPP. Any financial liability, litigation costs or reputational
damage caused by PPP related litigation could have a material adverse impact on our business, financial condition and results of
operations. In addition, we may be exposed to credit risk on PPP loans if a determination is made by the SBA that there is a
deficiency in the manner in which the loan was originated, funded, or serviced. If a deficiency is identified, the SBA may deny its
liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any
loss related to the deficiency from us.
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Risks Related to Financial Services Business
We could incur losses on the loans we make.
Loan defaults and the incurrence of losses on loans are inherent risks in our business. Loan losses necessitate loan
charge-offs and write-downs in the carrying values of a banking organization’s loans and, therefore, can adversely affect its
results of operations and financial condition. Accordingly, our results of operations will be directly affected by the volume and
timing of loan losses, which for a number of reasons can vary from period to period. The risks of loan losses are exacerbated by
economic recessions and downturns, or by other events that can lead to local or regional business downturns. If business and
economic conditions weaken generally or specifically in the principal markets in which we do business, more of our borrowers
may fail to perform in accordance with the terms of their loans, in which event loan charge-offs and asset write-downs could
increase, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our allowance for credit losses may not be adequate to cover actual losses.
In accordance with regulatory requirements and generally accepted accounting principles in the United States, we
maintain an allowance for credit losses (“ACL”) to provide for loan and lease defaults and non-performance and a reserve for
unfunded loan commitments, which, when combined, we refer to as our ACL. Our ACL may not be adequate to absorb actual
ACL, and future provisions for ACL could materially and adversely affect our operating results. Our ACL is based on prior
experience and an evaluation of the risks inherent in our then-current portfolio. The amount of future losses may also vary
depending on changes in economic, operating and other conditions, including changes in interest rates that may be beyond our
control, and these losses may exceed current estimates. Federal and state regulators, as an integral part of their examination
process, review our loans and leases and ACL. While we believe our ACL is appropriate for the risk identified in our loan and
lease portfolio, we cannot provide assurance that we will not further increase the ACL, that it will be sufficient to address losses,
or that regulators will not require us to increase this allowance. Any of these occurrences could have a material adverse effect on
our business, financial condition, results of operations and prospects.
The FASB has adopted a new accounting standard for determining the amount of our ACL (ASU No. 2016-13,
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments) that became
effective for our fiscal year beginning January 1, 2020, referred to as the Current Expected Credit Loss (“CECL”) model.
Implementation of CECL requires, among other things, that we determine periodic estimates of lifetime expected future credit
losses on loans in the provision for credit losses in the period when the loans are booked, which considers reasonable and
supportable forecasts of future economic conditions in addition to information about past events and current conditions. The
standard provides significant flexibility and requires a high degree of judgment. Providing for losses over the life of our loan and
investment portfolio is a change to the previous method of providing allowances for credit losses that are probable and incurred.
The ongoing impact of CECL will be significantly influenced by the composition, characteristics and quality of our loan portfolio
and other assets impacted by CECL, as well as the prevailing economic conditions and forecasts utilized. As these factors change,
CECL may require us to increase or decrease our ACL in future periods, decreasing or increasing our reported income, and
introducing additional volatility into our reported earnings, possibly significantly. In addition, regulators may impose additional
capital buffers to absorb this volatility.
Our business and operations may be adversely affected in numerous and complex ways by economic conditions.
Our businesses and operations, which primarily consist of lending money to customers in the form of loans, borrowing
money from customers in the form of deposits, investing in securities and investment management, are sensitive to general
business and economic conditions in the United States. The COVID-19 pandemic has caused and may continue to cause severe
disruptions in the U.S. economy at large, and for small businesses in particular, and has resulted and may continue to result in
disruptions to our customers’ businesses, and a decrease in consumer confidence and business generally. If the United States
economy does not improve or weakens further, our growth and profitability from our lending, deposit and investment operations
could be constrained. Uncertainty about the federal fiscal policymaking process, the fiscal outlook of the federal government, and
future tax rates is a concern for businesses, consumers and
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investors in the United States. In addition, economic conditions in foreign countries could affect the stability of global financial
markets, which could hinder United States economic growth. Weak economic conditions may be characterized by deflation,
fluctuations in debt and equity capital markets, a lack of liquidity and/or depressed prices in the secondary market for loans,
increased delinquencies on mortgage, consumer and commercial loans, residential and commercial real estate price declines and
lower home sales and commercial activity. Interest rates remain at historically low levels, which impacts our ability to attract
deposits and to generate attractive earnings through our investment portfolio. All of these factors are detrimental to our business,
and the interplay between these factors can be complex and unpredictable. Adverse economic conditions and government policy
responses to such conditions could have a material adverse effect on our business, financial condition, results of operations and
prospects.
Our banking, investment advisory and wealth management operations are geographically concentrated in
California, Nevada and Hawaii, leading to significant exposure to those markets.
Our business activities and credit exposure, including real estate collateral for many of our loans, are concentrated in
California, Nevada and Hawaii, as approximately 96% of the loans in our loan portfolio were made to borrowers who live and/or
conduct business in those states. This geographic concentration imposes risks from lack of geographic diversification. Difficult
economic conditions, including state and local government deficits, in any of California, Nevada or Hawaii may affect our
business, financial condition, results of operations and future prospects, where adverse economic developments, among other
things, could affect the volume of loan originations, increase the level of nonperforming assets, increase the rate of foreclosure
losses on loans and reduce the value of our loans and loan servicing portfolio. Any regional or local economic downturn that
affects California, Nevada or Hawaii or existing or prospective borrowers or property values in such areas may affect us and our
profitability more significantly and more adversely than our competitors whose operations are less geographically concentrated.
Changes in interest rates could reduce our net interest margins and net interest income.
Income and cash flows from our banking operations depend to a great extent on the difference or “spread” between the
interest we earn on interest-earning assets, such as loans and investment securities, and the rates at which we pay interest on
interest-bearing liabilities, such as deposits and borrowings. Interest rates are highly sensitive to many factors that are beyond our
control, including (among others) general and regional and local economic conditions, the monetary policies of the Federal
Reserve Board, bank regulatory requirements, competition from other banks and financial institutions and a change over time in
the mix of our loans, investment securities, on the one hand, and on our deposits and other liabilities, on the other hand. Changes
in monetary policy will, in particular, influence the origination and market value of and the yields we can realize on loans and
investment securities and the interest we pay on deposits. Our net interest margins and earnings also could be adversely affected
if we are unable to adjust our interest rates on loans and deposits on a timely basis in response to changes in economic conditions
or monetary policies. For example, if the rates of interest we pay on deposits, borrowings and other interest-bearing liabilities
increase faster than we are able to increase the rates of interest we charge on loans or the yields we realize on investments and
other interest-earning assets, our net interest income and, therefore, our earnings will decrease. In particular, the rates of interest
we charge on loans may be subject to longer fixed interest periods compared to the interest we must pay on deposits. On the other
hand, increasing interest rates generally lead to increases in net interest income; however, such increases also may result in a
reduction in loan originations, declines in loan prepayment rates and reductions in the ability of borrowers to repay their current
loan obligations, which could result in increased loan defaults and charge-offs and could require increases to our ACL, thereby
offsetting either partially or totally the increases in net interest income resulting from the increase in interest rates. Additionally,
we could be prevented from increasing the interest rates we charge on loans or from reducing the interest rates we offer on
deposits due to “price” competition from other banks and financial institutions with which we compete. Conversely, in a
declining interest rate environment, our earnings could be adversely affected if the interest rates we are able to charge on loans or
other investments decline more quickly than those we pay on deposits and borrowings.
We May be Adversely Impacted by the Transition from LIBOR as a Reference Rate.
The United Kingdom’s Financial Conduct Authority has announced that the London Interbank Offered Rate (“LIBOR”)
will no longer be published after 2021. With LIBOR’s expected discontinuance after 2021, there is uncertainty as to what rate or
rates may become accepted alternatives to LIBOR, or what the effect of any such changes in views or
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alternatives may be on the markets for LIBOR-indexed financial instruments. In response, the Alternative Reference Rates
Committee (“ARRC”) was convened in the U.S. to explore alternative reference rates and supporting processes. The ARRC
identified a potential successor rate to LIBOR in the Secured Overnight Financing Rate (“SOFR”) and crafted the Paced
Transition Plan to facilitate the transition. However, there are conceptual and technical differences between LIBOR and SOFR
that remain unresolved at this time.
We have a significant number of loans with attributes that are either directly or indirectly dependent on LIBOR. We have
not yet determined the optimal reference rate(s) that we will ultimately use for our financial instruments going forward; however,
it appears likely that it will be SOFR. We have organized a multidisciplinary project team to identify operational and contractual
best practices, assess our risks, identify the detailed list of all loans impacted, manage the transition, facilitate communication
with our customers, and monitor the impacts. The transition from LIBOR could create considerable costs and additional risk. The
uncertainty as to the nature and effect of the discontinuance of LIBOR may adversely affect the value of, the return on our loans
that are based on or are linked to LIBOR, may require extensive changes to the contracts that govern these LIBOR-based
products as well as our systems and processes, and could impact our pricing and interest rate risk models, our loan product
structures, our valuation tools and result in increased compliance and operational costs. In addition, the market transition away
from LIBOR to an alternative reference rate could prompt inquiries or other actions from regulators in respect of our preparation
and readiness for the replacement of LIBOR with an alternative reference rate, and result in disputes, litigation or other actions
with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based financial
instruments. Furthermore, failure to adequately manage this transition process with our customers could adversely impact our
reputation.
Although we are currently unable to assess the ultimate impact of the transition from LIBOR, the failure to adequately
manage the transition could have a material adverse effect on our business, financial condition and results of operations.
Changes in interest rates could increase our operating expenses.
Customer service costs, which are reimbursements of costs incurred by our clients and are related primarily to our
noninterest bearing demand deposits, are impacted by changes in interest rates. In a rising interest rate environment, the amounts
we make available for reimbursement to our clients increases, resulting in higher costs to us. The amount of the reimbursement
and the impact of interest rate increases may vary by client.
We may incur significant losses as a result of ineffective hedging of interest rate risk.
From time to time, we may utilize financial derivative instruments to hedge the value of our multifamily loans held for
sale. Hedging is a complex process, requiring sophisticated models, experienced and skilled personnel and continual monitoring.
Changes in the value of our hedging instruments may not correlate with changes in the value of our multifamily loans held for
sale, and our hedging activities may be impacted by unforeseen or unexpected changes in market conditions. Further, in times of
significant financial disruption, as in 2008, hedging counterparties have been known to default on their obligations.
Real estate loans represent a high percentage of the loans we make, making our results of operations vulnerable
to downturns in the real estate market.
At December 31, 2020, loans secured by multifamily and commercial real estate represented approximately 62% of our
outstanding loans. The repayment of such loans is highly dependent on the ability of the borrowers to meet their loan repayment
obligations to us, which can be adversely affected by economic downturns that can lead to (i) declines in the rents and, therefore,
in the cash flows generated by those real properties on which the borrowers depend to fund their loan payments to us, and
(ii) decreases in the values of those real properties, which make it more difficult for the borrowers to sell those real properties for
amounts sufficient to repay their loans in full. As a result, our operating results are more vulnerable to adverse changes in the real
estate market than other financial institutions with more diversified loan portfolios and we could incur losses in the event of
changes in economic conditions that disproportionately affect the real estate markets.
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Liquidity risk could adversely affect our ability to fund operations and hurt our financial condition.
Liquidity is essential to our banking business, as we use cash to make loans and purchase investment securities and
other interest-earning assets and to fund deposit withdrawals that occur in the ordinary course of our business. Our principal
sources of liquidity include earnings, deposits, FHLB borrowings, sales of loans or investment securities held for sale,
repayments by clients of loans we have made to them, and the proceeds from sales by us of our equity securities or from
borrowings that we may obtain. If our ability to obtain funds from these sources becomes limited or the costs of those funds
increase, whether due to factors that affect us specifically, including our financial performance, or due to factors that affect the
financial services industry in general, including weakening economic conditions or negative views and expectations about the
prospects for the financial services industry as a whole, then our ability to grow our banking and investment advisory and wealth
management businesses would be harmed, which could have a material adverse effect on our business, financial condition, results
of operations and prospects.
We may not be able to maintain a strong core deposit base or other low-cost funding sources.
We depend on checking, savings and money market deposit account balances and other forms of customer deposits as
our primary source of funding for our lending activities. Future growth in our banking business will largely depend on our ability
to maintain and grow a strong deposit base. There is no assurance that we will be able to grow and maintain our deposit base. The
account and deposit balances can decrease when customers perceive alternative investments, such as the stock market or real
estate, as providing a better risk/return tradeoff. If customers move money out of bank deposits and into investments (or similar
deposit products at other institutions that may provide a higher rate of return), we could lose a relatively low cost source of funds,
increasing our funding costs and reducing our net interest income and net income. Additionally, any such loss of funds could
result in lower loan originations, which could materially negatively impact our growth strategy.
Our high concentration of large depositors may increase our liquidity risk, and the loss of any large depositor
may negatively impact our net interest margin.
As of December 31, 2020, our nine largest bank depositors accounted for, in the aggregate, 31% of our total deposits.
As a result, a material decrease in the volume of those deposits by a relatively small number of our depositors could reduce our
liquidity, in which event it could become necessary for us to replace those deposits with higher-cost deposits, the sale of
securities or FHLB borrowings, which would adversely affect our net interest income and, therefore, our results of operations.
Although we plan to grow by acquiring other banks, there is no assurance that we will succeed in doing so.
One of the key elements of our business plan is to grow our banking franchise and increase our market share, and for
that reason, we intend to take advantage of opportunities to acquire other banks or branches. However, there is no assurance that
we will succeed in doing so. Our ability to execute on our strategy to acquire other banks may require us to raise additional
capital and to increase FFB’s capital position to support the growth of our banking franchise, and will also depend on market
conditions, over which we have no control. Moreover, any bank acquisitions will require the approval of our bank regulators and
there can be no assurance that we will be able to obtain such approvals on acceptable terms, if at all.
Our acquisition strategy subjects us to risks.
Certain events may arise after our acquisition of a financial institution or business, or we may learn of certain facts,
events or circumstances after the completion of an acquisition, that may affect our financial condition or performance or subject
us to risk of loss. These events include, but are not limited to: our success in integrating the operations, retaining key employees
and customers, achieving anticipated synergies, meeting expectations and otherwise realizing the anticipated benefits of the
acquisition; litigation resulting from circumstances occurring at the acquired entity prior to the date of acquisition; loan
downgrades and credit loss provisions resulting from underwriting of certain acquired loans determined not to meet our credit
standards; personnel changes that cause instability within a department; delays in implementing new policies or procedures or the
failure to apply new policies or procedures; and other events relating to
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the performance of our business. In addition, if we determine that the value of an acquired business had decreased and that the
related goodwill was impaired, an impairment of goodwill charge to earnings would be recognized. Acquisitions involve inherent
uncertainty and we cannot determine all potential events, facts and circumstances that could result in loss or increased costs or
give assurances that our due diligence or mitigation efforts will be sufficient to protect against any such loss or increased costs.
Acquiring other banks, businesses, or branches involves various other risks commonly associated with acquisitions,
including, among other things, potential disruptions to our business, potential diversion of our management’s time and attention,
difficulty in estimating the value of the target company and potential changes in banking or tax laws or regulations that may
affect the target company.
Acquisitions typically involve the payment of a premium over book and market values, and, therefore, some dilution of
our tangible book value and net income per common share may occur in connection with any future transaction. Furthermore,
failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected
benefits from an acquisition could have a material adverse effect on our business, financial condition and results of operations.
Growing our banking business may not increase our profitability and may adversely affect our future operating
results.
Since we commenced our banking business in October 2007, we have grown our banking franchise and now have 20
branch offices and 3 loan production offices in California, Nevada and Hawaii. We plan to continue to grow our banking business
both organically and through acquisitions of other banks or branches. However, the implementation of our growth strategy poses
a number of risks for us, including:
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the risk that any bank or branch acquisitions we might consummate in the future will prove not to be accretive to or
may reduce our earnings if we do not realize anticipated cost savings or if we incur unanticipated costs in
integrating the acquired banks into our operations or if a substantial number of the clients of any of the acquired
banks move their banking business to our competitors;
the risk that any newly established offices will not generate revenues in amounts sufficient to cover the start-up
costs of those offices, which would reduce our earnings;
the risk that such expansion efforts will divert management time and effort from our existing banking operations,
which could adversely affect our future financial performance; and
the risk that the additional capital which we may need to support our growth or the issuance of shares in any bank
acquisitions will be dilutive of the investments that our existing stockholders have in the shares of our common
stock that they own and in their respective percentage ownership interests they have in the Company.
We may not have the ability to attract capital necessary to maintain regulatory ratios and fund growth.
We may need to raise additional capital in the future to provide us with sufficient capital resources and liquidity to meet
our commitments and business needs, particularly if our asset quality or earnings were to deteriorate. Our ability to raise
additional capital, if needed, will depend on several things, especially conditions in the capital markets at that time, that are
outside of our control, as well as our own financial performance. Economic conditions and the loss of confidence in financial
institutions may increase our cost of funds and limit our access to some customary sources of capital. We cannot provide
assurances that such capital will be available on acceptable terms or at all. Any occurrence that may limit our access to the capital
markets, such as a decline in the confidence of debt purchasers, our depositors, or counterparties participating in the capital
markets may adversely affect our capital costs, ability to raise capital, and liquidity. Moreover, if we need to raise capital in the
future, we may have to do so when many other financial institutions are also seeking to raise capital which, in turn, would require
that we compete with those other institutions for investors. An inability to raise additional capital on acceptable terms when
needed could have a materially adverse effect on our financial condition, results of operations and liquidity.
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New lines of business or new products and services may subject us to additional risks.
From time to time, we may implement new lines of business or offer new products and services within existing lines of
business. There are substantial risks and uncertainties associated with these efforts. We may invest significant time and resources
in developing and marketing new lines of business and/or new products and services. Initial timetables for the introduction and
development of new lines of business and/or new products or services may not be achieved and price and profitability targets
may not prove feasible or may be dependent on identifying and hiring a qualified person to lead the division. In addition, existing
management personnel may not have the experience or capacity to provide effective oversight of new lines of business and/or
new products and services.
External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may
also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of
business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls.
Failure to successfully manage these risks in the development and implementation of new lines of business or new products or
services could have a material adverse effect on our business, results of operations, financial condition and prospects.
A reduction in demand for our products and our failure to adapt to such a reduction could adversely affect our
business, results of operations and financial condition.
The demand for the products that we offer may be reduced due to a variety of factors, such as demographic patterns,
changes in customer preferences or financial conditions, regulatory restrictions that decrease customer access to particular
products, or the availability of competing products. Should we fail to adapt to significant changes in our customers’ demand for,
or access to, our products, our revenues could decrease significantly and our operations could be harmed. Even if we do make
changes to existing products or introduce new products to fulfill customer demand, customers may resist such changes or may
reject such products. Moreover, the effect of any product change on the results of our business may not be fully ascertainable
until the change has been in effect for some time, and, by that time, it may be too late to make further modifications to such
product without causing further harm to our business, results of operations, and financial condition.
We face intense competition from other banks and financial institutions and other wealth and investment
management firms that could hurt our business.
We conduct our business operations in markets where the banking business is highly competitive and is dominated by
large multi-state and in-state banks with operations and offices covering wide geographic areas. We also compete with other
financial service businesses, including investment advisory and wealth management firms, mutual fund companies, financial
technology companies, and securities brokerage and investment banking firms that offer competitive banking and financial
products and services as well as products and services that we do not offer. Larger banks and many of those other financial
service organizations have greater financial and marketing resources than we do that enable them to make significant investments
in technology, to conduct extensive marketing campaigns and to shift resources to regions or activities of greater potential
profitability. They also have substantially more capital and higher lending limits than we do, which enable them to attract larger
clients and offer financial products and services that we are unable to offer, putting us at a disadvantage in competing with them
for loans and deposits and investment management clients. If we are unable to compete effectively with those banking or other
financial services businesses, we could find it more difficult to attract new and retain existing clients and our net interest margins,
net interest income and investment management advisory fees could decline, which would materially adversely affect our
business, results of operations and prospects, and could cause us to incur losses in the future.
In addition, our ability to successfully attract and retain investment advisory and wealth management clients is
dependent on our ability to compete with competitors’ investment products, level of investment performance, client services and
marketing and distribution capabilities. If we are not successful in retaining existing and attracting new investment management
clients, our business, financial condition, results of operations and prospects may be materially and adversely affected.
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Our loss of key personnel or inability to attract additional personnel could hurt our future financial
performance.
We currently depend heavily on the contributions and services provided by Rick Keller, our Executive Chairman, Scott
Kavanaugh, Chief Executive Officer of FFI and FFB, David DePillo, President of FFI and FFB, John Hakopian, President of
FFA, and Kevin Thompson, Chief Financial Officer of FFI, FFB and FFA, as well as a number of other key management
personnel. Our future success also will depend, in part, on our ability to retain our existing, and attract additional, qualified
bankers, relationship managers and investment advisory personnel. Competition for such personnel is intense. If we are not
successful in retaining and attracting key personnel, our ability to retain existing clients or attract new clients could be adversely
affected and our business, financial condition, results of operations or prospects could be significantly harmed.
We are required to make significant estimates and assumptions in the preparation of our financial statements
and our estimates and assumptions may not be accurate.
The preparation of our consolidated financial statements in conformity with generally accepted accounting principles in
the United States of America requires our management to make significant estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial
statements, and the reported amounts of income and expense during the reporting periods. Critical estimates are made by
management in determining, among other things, the allowance for credit losses, amounts of impairment of assets, and valuation
of income taxes. If our underlying estimates and assumptions prove to be incorrect, our financial condition and results of
operations may be materially adversely affected. Additionally, the adoption of CECL methodology for determining our allowance
for credit losses in 2020 is expected to increase the complexity, and associated risk, of the analysis and processes relying on
management judgment.
The fair value of our investment securities can fluctuate due to factors outside of our control.
Factors beyond our control can significantly influence and cause adverse changes to occur in the fair values of securities
in our investment securities portfolio. These factors include, but are not limited to, rating agency actions in respect of the
investment securities in our portfolio, defaults by the issuers of such securities, concerns with respect to the enforceability of the
payment or other key terms of such securities, changes in market interest rates and continued instability in the capital markets.
Any of these factors, as well as others, could cause other-than-temporary impairments and realized and/or unrealized losses in
future periods and declines in other comprehensive income, which could materially and adversely affect our business, results of
operations, financial condition and prospects. In addition, the process for determining whether an impairment of a security is
other-than-temporary usually requires complex, subjective judgments, which could subsequently prove to have been wrong,
regarding the future financial performance and liquidity of the issuer of the security, the fair value of any collateral underlying
the security and whether and the extent to which the principal of and interest on the security will ultimately be paid in accordance
with its payment terms.
A loss or material reduction of access to securitization markets for multifamily loans may adversely impact our
business model, profitability and growth.
We have sold multifamily loans through the securitization market from time to time and may seek to do so in the future.
The securitization market, along with credit markets in general, experienced unprecedented disruptions during the economic
downturn from 2008 to 2010. Although market conditions have since improved for a number of years following the economic
downturn, certain issuers experienced increased risk premiums while there was a relatively lower level of investor demand for
certain asset-backed securities (particularly those securities backed by nonprime collateral). In addition, the risk of volatility
surrounding the global economic system and uncertainty surrounding regulatory reforms such as the Dodd-Frank Act continue to
create uncertainty around access to the capital markets. As a result, there can be no assurance that we will continue to be
successful in selling multifamily loans through the securitization market. Adverse changes in the securitization market generally
could materially adversely affect our ability to securitize loans on a timely basis or upon terms acceptable to us. This could
increase our cost of funding, reduce our margins or cause us to hold assets until investor demand improves.
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Technology and marketing costs may negatively impact our future operating results.
The financial services industry is constantly undergoing technological changes in the types of products and services
provided to clients to enhance client convenience. Our future success will depend upon our ability to address the changing
technological needs of our clients and to compete with other financial services organizations which have successfully
implemented new technologies. The costs of implementing technological changes, new product development and marketing costs
may increase our operating expenses without a commensurate increase in our business or revenues, in which event our business,
financial condition, results of operations and prospects could be materially and adversely affected.
Fraudulent activity, breaches of our information security systems, and cybersecurity attacks could have a
material adverse effect on our business, financial condition, results of operations or future prospects.
As a financial institution, we are susceptible to fraudulent activity, information security breaches and cybersecurity-
related incidents that may be committed against us or our clients and that may result in financial losses or increased costs to us or
our clients, disclosure or misuse of confidential information belonging to us or personal or confidential information belonging to
our clients, misappropriation of assets, litigation, or damage to our reputation. Fraudulent activity may take many forms,
including check “kiting” or fraud, electronic fraud, wire fraud, “phishing” and other dishonest acts. Information security breaches
and cybersecurity-related incidents may include fraudulent or unauthorized access to data processing or data storage systems used
by us or by our clients, denial or degradation of service attacks, and malware or other cyber-attacks. The financial services
industry has experienced increases in electronic fraudulent activity, security breaches and cyber-attacks, including in the
commercial banking sector, with cyber-criminals targeting commercial bank and brokerage accounts on an increasing basis.
Moreover, in recent periods, several governmental agencies and large corporations, including financial service organizations,
credit reporting agencies and retail companies, have suffered major data breaches, in some cases exposing not only their
confidential and proprietary corporate information, but also sensitive financial and other personal information of their clients or
customers and their employees or other third parties, and subjecting those agencies and corporations to potential fraudulent
activity and their clients, customers and other third parties to identity theft and fraudulent activity in their credit card and banking
accounts. Therefore, security breaches and cyber-attacks can cause significant increases in operating costs, including the costs of
compensating clients and customers for any resulting losses they may incur and the costs and capital expenditures required to
correct the deficiencies in and strengthen the security of data processing and storage systems.
Although we invest in systems and processes that are designed to detect and prevent security breaches and cyber-attacks
and we conduct periodic tests of our security systems and processes, there is no assurance that we will succeed in anticipating or
adequately protecting against or preventing all security breaches and cyber-attacks from occurring due to a number of possible
causes, many of which will be outside of our control, including the changing nature and increasing frequency of such attacks, the
increasing sophistication of cyber-criminals, and possible weaknesses that go undetected in our data systems notwithstanding the
testing we conduct of those systems. If we are unable to detect or prevent a security breach or cyber-attack from occurring, then
we and our clients could incur losses or damages; and we could sustain damage to our reputation, lose clients and business, suffer
disruptions to our business and incur increased operating costs, and be exposed to additional regulatory scrutiny or penalties and
to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial
condition, results of operations and prospects.
We rely on communications, information, operating and financial control systems technology and related
services from third-party service providers and there can be no assurance that we will not suffer an interruption in those
systems.
We rely heavily on third-party service providers for much of our communications, information, operating and financial
control systems technology, including our internet banking services and data processing systems. Any failure or interruption of,
or security breaches in, these systems could result in failures or interruptions in our operations or in the client services we
provide. Additionally, interruptions in service and security breaches could damage our reputation, lead existing clients to
terminate their business relationships with us, make it more difficult for us to attract new clients and subject us to additional
regulatory scrutiny and possibly financial liability, any of which could have a material adverse effect on our business, financial
condition, results of operations and prospects.
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We could be subject to tax audits, challenges to our tax positions, or adverse changes or interpretations of tax
laws.
We are subject to federal and applicable state income tax laws and regulations. Income tax laws and regulations are
often complex and require significant judgment in determining our effective tax rate and in evaluating our tax positions. Our
determination of our tax liability is subject to review by applicable tax authorities. Any audits or challenges of such
determinations may adversely affect our effective tax rate, tax payments or financial condition. Recently enacted U.S. tax
legislation made significant changes to federal tax law, including the taxation of corporations, by, among other things, reducing
the corporate income tax rate, disallowing certain deductions that had previously been allowed, and altering the expensing of
capital expenditures. The implementation and evaluation of these changes may require significant judgment and substantial
planning by us. These judgments and plans may require that we take new and different tax positions that if challenged could
adversely affect our effective tax rate, tax payments or financial condition. In addition, we may consider the impact of tax laws
and regulations when we make decisions about our business and we engage in certain strategies to minimize the impact of taxes.
Consequently, any change in tax laws or regulations, or new interpretation of existing laws or regulations, could significantly
alter the effectiveness of these decisions and strategies.
Our ability to attract and retain clients and key employees could be adversely affected if our reputation is
harmed.
Our ability (and the ability of FFB and FFA) to attract and retain clients and key employees could be adversely affected
if our reputation is harmed. Any actual or perceived failure to address various issues could cause reputational harm, including a
failure to address any of the following types of issues: legal and regulatory requirements; cybersecurity and the proper
maintenance or protection of the privacy of client and employee financial or other personal information; record keeping
deficiencies or errors; money-laundering; potential conflicts of interest and ethical issues. Moreover, any failure to appropriately
address any issues of this nature could give rise to additional regulatory restrictions, and legal risks, which could lead to costly
litigation or subject us to enforcement actions, fines, or penalties and cause us to incur related costs and expenses. In addition, our
banking, investment advisory and wealth management businesses are dependent on the integrity of our banking personnel and our
investment advisory and wealth managers. Lapses in integrity could cause reputational harm to our businesses that could lead to
the loss of existing clients and make it more difficult for us to attract new clients and, therefore, could have a material adverse
effect on our business, financial condition, results of operations and prospects.
We may incur significant losses due to ineffective risk management processes and strategies.
We seek to monitor and control our risk exposures through a risk and control framework encompassing a variety of
separate but complementary financial, credit, operational and compliance systems, and internal control and management review
processes. However, those systems and review processes and the judgments that accompany their application may not be
effective and, as a result, we may not anticipate every economic and financial outcome in all market environments or the
specifics and timing of such outcomes, particularly in the event of the kinds of dislocations in market conditions experienced in
recent years, which highlight the limitations inherent in using historical data to manage risk. If those systems and review
processes prove to be ineffective in identifying and managing risks, we could be subjected to increased regulatory scrutiny and
regulatory restrictions could be imposed on our business, including on our potential future business lines, as a result of which our
business and operating results could be adversely affected.
A natural disaster could harm our business.
Historically, California, in which a substantial portion of our business is located, has been susceptible to natural
disasters, such as earthquakes, drought, floods and wild fires. The nature and level of natural disasters cannot be predicted. These
natural disasters could harm our operations through interference with communications, including the interruption or loss of our
computer systems, which could prevent or impede us from gathering deposits, originating loans and processing and controlling
our flow of business, as well as through the destruction of facilities and our operational, financial and management information
systems. Additionally, natural disasters could negatively impact the values of collateral securing our borrowers’ loans and
interrupt our borrowers’ abilities to conduct their business in a manner to support their debt obligations, either of which could
result in losses and increased provisions for loan losses for us.
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We are exposed to risk of environmental liabilities with respect to real properties that we may acquire.
From time to time, in the ordinary course of our business, we acquire, by or in lieu of foreclosure, real properties which
collateralize nonperforming loans. As an owner of such properties, we could become subject to environmental liabilities and
incur substantial costs for any property damage, personal injury, investigation and clean-up that may be required due to any
environmental contamination that may be found to exist at any of those properties, even if we did not engage in the activities that
led to such contamination and those activities took place prior to our ownership of the properties. In addition, if we are the owner
or former owner of a contaminated site, we may be subject to common law claims by third parties seeking damages for
environmental contamination emanating from the site. If we were to become subject to significant environmental liabilities or
costs, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Our investment advisory and wealth management business may be negatively impacted by changes in economic
and market conditions.
Our investment advisory and wealth management business may be negatively impacted by changes in general economic
and market conditions because the performance of that business is directly affected by conditions in the financial and securities
markets. The performance of the financial markets and the businesses operating in the securities industry can be highly volatile
within relatively short periods of time and is directly affected by, among other factors, domestic and foreign economic conditions
and general trends in business and finance, and by the threat, as well as the occurrence, of global conflicts, all of which are
beyond our ability to control. We cannot assure you that broad market performance will be favorable in the future. Declines or a
lack of sustained growth in the financial markets may adversely affect the market value and performance of the investment
securities that we manage, which could lead to reductions in our investment management and advisory fees and, therefore, may
result in a decline in the performance of our investment advisory and wealth management business. Additionally, if FFA’s
performance were to decline, that could lead some of our clients to reduce their assets under management by us and make it more
difficult for us to retain existing clients and attract new clients. If any of these events or circumstances were to occur, the
operating results of our investment advisory and wealth management business and, therefore, our earnings could be materially
and adversely affected.
The investment management contracts we have with our clients are terminable without cause and on relatively
short notice by our clients, which makes us vulnerable to short term declines in the performance of the securities under
our management.
Like most investment advisory and wealth management businesses, the investment advisory contracts we have with our
clients are typically terminable by the client without cause upon less than 30 days’ notice. As a result, even short term declines in
the performance of the securities we manage, which can result from factors outside our control, such as adverse changes in
market or economic condition or the poor performance of some of the investments we have recommended to our clients, could
lead some of our clients to move assets under our management to other asset classes such as broad index funds or treasury
securities, or to investment advisors which have investment product offerings or investment strategies different than ours.
Therefore, our operating results are heavily dependent on the financial performance of our investment portfolios and the
investment strategies we employ in our investment advisory businesses and even short-term declines in the performance of the
investment portfolios we manage for our clients, whatever the cause, could result in a decline in assets under management and a
corresponding decline in investment management fees, which would adversely affect our results of operations.
The market for investment managers is extremely competitive and the loss of a key investment manager to a
competitor could adversely affect our investment advisory and wealth management business.
We believe that investment performance is one of the most important factors that affect the amount of assets under our
management and, for that reason, the success of FFA’s business is heavily dependent on the quality and experience of our
investment managers and their track records in terms of making investment decisions that result in attractive investment returns
for our clients. However, the market for such investment managers is extremely competitive and is increasingly characterized by
frequent movement of investment managers among different firms. In addition, our individual investment managers often have
direct contact with particular clients, which can lead to a strong client
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relationship based on the client’s trust in that individual manager. As a result, the loss of a key investment manager to a
competitor could jeopardize our relationships with some of our clients and lead to the loss of client accounts, which could have a
material adverse effect on our business, financial condition, results of operations and prospects.
We may be adversely affected by the soundness of certain securities brokerage firms.
FFA does not provide custodial services for its clients. Instead, client investment accounts are maintained under
custodial arrangements with large, well established securities brokerage firms, either directly or through arrangements made by
FFA with those firms. As a result, the performance of, or even rumors or questions about the integrity or performance of, any of
those brokerage firms could adversely affect the confidence of FFA’s clients in the services provided by those firms or otherwise
adversely impact their custodial holdings. Such an occurrence could negatively impact the ability of FFA to retain existing or
attract new clients and, as a result, could have a material adverse effect on our business, financial condition, results of operations
and prospects.
Risks Related to Our Regulatory Environment
The banking industry is highly regulated, and legislative or regulatory actions taken now or in the future may
have a significant adverse effect on our operations.
The banking industry is extensively regulated and supervised under both federal and state laws and regulations that are
intended primarily to protect customers, depositors, the FDIC’s Deposit Insurance Fund, and the banking system as a whole, not
our stockholders. We are subject to the regulation and supervision of the Federal Reserve Board, the FDIC and the DFPI. The
banking laws, regulations and policies applicable to us govern matters ranging from the maintenance of adequate capital, safety
and soundness, mergers and changes in control to the general business operations conducted by us, including permissible types,
amounts and terms of loans and investments, the amount of reserves held against deposits, restrictions on dividends, imposition
of specific accounting requirements, establishment of new offices and the maximum interest rate that may be charged on loans.
We are subject to changes in federal and state banking statutes, regulations and governmental policies, or the
interpretation or implementation of them, including regulations to be implemented as a result of the enactment of the Dodd-Frank
Act. Any changes in any federal or state banking statute, regulation or governmental policy, or the interpretation or
implementation of any of them, could affect us in substantial and unpredictable ways, including ways that may adversely affect
our business, results of operations, financial condition or prospects. Compliance with laws and regulations can be difficult and
costly, and changes to laws and regulations often impose additional compliance costs. In addition, federal and state banking
regulators have broad authority to supervise our banking business and that of our subsidiaries, including the authority to prohibit
activities that represent unsafe or unsound banking practices or constitute violations of statute, rule, regulation, or administrative
order. Failure to comply with any such laws, regulations or regulatory policies could result in sanctions by regulatory agencies,
restrictions on our business activities, civil money penalties or damage to our reputation, all of which could adversely affect our
business, results of operations, financial condition or prospects.
Federal and state banking agencies periodically conduct examinations of our business, including compliance with
laws and regulations, and our failure to comply with any supervisory actions which we are, or may become, subject to as a
result of such examinations may adversely affect us.
The Federal Reserve Board, the FDIC, and the DFPI may conduct examinations of our business, including for
compliance with applicable laws and regulations. As a result of an examination, regulatory agencies may determine that the
financial condition, capital resources, asset quality, asset concentrations, earnings prospects, management, liquidity, sensitivity to
market risk, or other aspects of any of our operations are unsatisfactory, or that we or our management are in violation of any
law, regulation or guideline in effect from time to time. Regulatory agencies may take a number of different remedial actions,
including the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting
from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital,
to restrict our growth, to change the composition of our concentrations in portfolio or balance sheet assets, to assess civil
monetary penalties against officers or directors, to remove officers and directors and, if such
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conditions cannot be corrected or there is an imminent risk of loss to depositors, the FDIC may terminate our deposit insurance.
A regulatory action against us could have a material adverse effect on our business, results of operations, financial condition and
prospects.
We are subject to stringent capital requirements.
The federal banking agencies’ Capital Rules require that we meet minimum leverage and risk-based capital
requirements applicable to bank holding companies and insured banks. These capital requirements are based on quantitative
measures of our assets, liabilities and certain off-balance sheet items. Our satisfaction of these requirements is subject to
qualitative judgments by regulators that may differ materially from our management’s and that are subject to being determined
retroactively for prior periods. Additionally, regulators can make subjective assessments about the adequacy of capital levels,
even if our capital exceeds the minimums necessary to be considered “well-capitalized.” Our failure to meet regulatory capital
standards could have a material adverse effect on our business, including damaging the confidence of customers in us, adversely
impacting our reputation and competitive position and retention of key personnel. Our failure to meet capital requirements could
also limit or suspend our ability to grow or expand our business, pay dividends, accept brokered deposits, access the Federal
Reserve’s discount window, and obtain advances from the FHLB. A failure to meet regulatory capital standards may also result
in higher FDIC assessments. The capital requirements applicable to us may continue to evolve in connection with actions of the
Basel Committee, our regulators and the requirements of the Dodd-Frank Act. Maintaining adequate capital levels could require
that we raise additional capital, which could reduce our earnings and/or dilute our existing stockholders.
New and future rulemaking by the CFPB and other regulators, as well as enforcement of existing consumer
protection laws, may have a material and adverse effect on our operations and operating costs.
The CFPB has the authority to implement and enforce a variety of existing federal consumer protection statutes and to
issue new regulations but, with respect to institutions of our size, does not have primary examination and enforcement authority
with respect to such laws and regulations. The authority to examine depository institutions with $10.0 billion or less in assets, like
us, for compliance with federal consumer laws remains largely with our primary federal regulator, the FDIC. However, the CFPB
may participate in examinations of smaller institutions on a “sampling basis” and may refer potential enforcement actions against
such institutions to their primary regulators. In some cases, regulators such as the Federal Trade Commission and the Department
of Justice also retain certain rulemaking or enforcement authority, and we also remain subject to certain state consumer
protection laws. As an independent bureau within the Federal Reserve Board, the CFPB may impose requirements more severe
than the previous bank regulatory agencies. The CFPB has placed significant emphasis on consumer complaint management and
has established a public consumer complaint database to encourage consumers to file complaints they may have against financial
institutions. We are expected to monitor and respond to these complaints, including those that we deem frivolous, and doing so
may require management to reallocate resources away from more profitable endeavors.
We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act
and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.
The Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws
and regulations impose nondiscriminatory lending requirements on financial institutions. The Department of Justice, the CFPB
and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an
institution’s performance under the Community Reinvestment Act or fair lending laws and regulations could result in a wide
variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions
activity, restrictions on expansion, and restrictions on entering new business lines. Private parties may also have the ability to
challenge an institution’s performance under fair lending laws in private class action litigation. Any such actions could have a
material adverse effect on our business, financial condition, results of operations and prospects.
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We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money
laundering statutes and regulations.
The federal Bank Secrecy Act, the USA PATRIOT Act of 2001 and other laws and regulations require financial
institutions, among other duties, to institute and maintain effective anti-money laundering programs and file suspicious activity
and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network, established by the Treasury
to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements
and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S.
Department of Justice, Drug Enforcement Administration and Internal Revenue Service. There is also increased scrutiny of
compliance with the rules enforced by the Office of Foreign Assets Control. If our policies, procedures and systems are deemed
deficient or the policies, procedures and systems of any financial institutions that we may acquire in the future are deemed
deficient, we would be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay
dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, which would
negatively impact our business, financial condition and results of operations. Failure to maintain and implement adequate
programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of
these results could materially and adversely affect our business, financial condition, results of operations and prospects.
Regulations relating to privacy, information security and data protection could increase our costs, affect or limit
how we collect and use personal information and adversely affect our business opportunities.
We are subject to various privacy, information security and data protection laws, including requirements concerning
security breach notification, and we could be negatively impacted by these laws. For example, our business is subject to the
gramm-Leach-Bliley Act which, among other things: (i) imposes certain limitations on our ability to share non-public personal
information about our customers with non-affiliated third parties; (ii) requires that we provide certain disclosures to customers
about our information collection, sharing and security practices and afford customers the right to “opt out” of any information
sharing by us with non-affiliated third parties (with certain exceptions) and (iii) requires that we develop, implement and
maintain a written comprehensive information security program containing safeguards appropriate based on our size and
complexity, the nature and scope of our activities, and the sensitivity of customer information we process, as well as plans for
responding to data security breaches. Various state and federal banking regulators and states and foreign countries have also
enacted data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement
notification in certain circumstances in the event of a security breach. Moreover, legislators and regulators in the United States
and other countries are increasingly adopting or revising privacy, information security and data protection laws that potentially
could have a significant impact on our current and planned privacy, data protection and information security-related practices, our
collection, use, sharing, retention and safeguarding of consumer or employee information, and some of our current or planned
business activities. This could also increase our costs of compliance and business operations and could reduce income from
certain business initiatives. This includes increased privacy-related enforcement activity at the federal level, by the Federal Trade
Commission, as well as at the state level, such as with regard to mobile applications.
Compliance with current or future privacy, data protection and information security laws (including those regarding
security breach notification) affecting customer or employee data to which we are subject could result in higher compliance and
technology costs and could restrict our ability to provide certain products and services, which could have a material adverse
effect on our business, financial conditions or results of operations. Our failure to comply with privacy, data protection and
information security laws could result in potentially significant regulatory or governmental investigations or actions, litigation,
fines, sanctions and damage to our reputation, which could have a material adverse effect on our business, financial condition or
results of operations.
FFA’s business is highly regulated, and the regulators have the ability to limit or restrict, and impose fines or
other sanctions on, FFA’s business.
FFA is registered as an investment adviser with the SEC under the Investment Advisers Act and its business is highly
regulated. The Investment Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary,
record keeping, operational and disclosure obligations. Moreover, the Investment Advisers Act grants broad
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administrative powers to regulatory agencies such as the SEC to regulate investment advisory businesses. If the SEC or other
government agencies believe that FFA has failed to comply with applicable laws or regulations, these agencies have the power to
impose fines, suspensions of individual employees or other sanctions, which could include revocation of FFA’s registration under
the Investment Advisers Act. We are also subject to the provisions and regulations of ERISA to the extent that we act as a
“fiduciary” under ERISA with respect to certain of our clients. ERISA and the applicable provisions of the federal tax laws,
impose a number of duties on persons who are fiduciaries under ERISA and prohibit certain transactions involving the assets of
each ERISA plan which is a client, as well as certain transactions by the fiduciaries (and certain other related parties) to such
plans. Additionally, like other investment advisory and wealth management companies, FFA also faces the risks of lawsuits by
clients. The outcome of regulatory proceedings and lawsuits is uncertain and difficult to predict. An adverse resolution of any
regulatory proceeding or lawsuit against FFA could result in substantial costs or reputational harm to FFA and, therefore, could
have an adverse effect on the ability of FFA to retain key relationship and wealth managers, and to retain existing clients or
attract new clients, any of which could have a material adverse effect on our business, financial condition, results of operations
and prospects.
Risks Related to Ownership of Our Common Stock
We may reduce or discontinue the payment of dividends on common stock.
Our stockholders are only entitled to receive such dividends as our board of directors may declare out of funds legally
available for such payments. Although we declared and paid cash dividends on our common stock since the first quarter of 2019,
we may reduce or eliminate our common stock dividend in the future. Our ability to pay dividends to our stockholders is
restricted by Delaware and federal law and the policies and regulations of the Federal Reserve Board, which is our federal
banking regulator. Our ability to pay dividends to stockholders is also dependent on the payment to us of cash dividends by our
subsidiaries, FFA and FFB, which are the primary sources of cash for our payment of dividends. FFA and FFB are corporations
that are separate and distinct from us and, as a result, they are subject to separate statutory or regulatory dividend restrictions that
can affect their ability to pay cash dividends to us. FFA’s ability to pay cash dividends to us is restricted under California
corporate law. FFB’s ability to pay dividends to us is limited by various banking statutes and regulations and California law.
Moreover, based on their assessment of the financial condition of FFB or other factors, the FDIC or the DFPI could find that
payment of cash dividends by FFB to us would constitute an unsafe or unsound banking practice, in which event they could
restrict FFB from paying cash dividends, even if FFB meets the statutory requirements to do so. See the section entitled
“Dividend Policy and Restrictions on the Payment of Dividends” in Item 5 of this report below for additional information about
our dividend policy and the dividend restrictions that apply to us and to FFB and FFA. A reduction or discontinuance of
dividends on our common stock could have a material adverse effect on our business, including the market price of our common
stock.
Share ownership by our officers and directors and certain agreements may make it more difficult for third
parties to acquire us or effectuate a change of control that might be viewed favorably by other stockholders.
As of February 7, 2021, our executive officers and directors owned, in the aggregate, approximately 13% of our
outstanding shares. As a result, if our executive officers and directors were to oppose a third party’s acquisition proposal for, or a
change in control of, the Company, our executive officers and directors may have sufficient voting power to be able to block or at
least delay such an acquisition or change in control from taking place, even if other stockholders would support such a sale or
change of control. In addition, a number of our executive officers have change of control agreements which could increase the
costs and, therefore, lessen the attractiveness of an acquisition of the Company to a potential acquiring party.
Our corporate governance documents, and certain corporate and banking laws applicable to us, could make a
takeover attempt, which may be beneficial to our stockholders, more difficult.
Our Board of Directors has the power under our certificate of incorporation to issue additional shares of common stock
and create and authorize the sale of one or more series of preferred stock without having to obtain stockholder approval for such
action. As a result, our Board could authorize the issuance of shares of a series of preferred stock to implement a stockholders
rights plan (often referred to as a “poison pill”) or could sell and issue preferred shares with special voting rights or conversion
rights, which could deter or delay attempts by our stockholders to remove or replace
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management, and attempts of third parties either to engage in proxy contests or to acquire control of the Company. In addition,
our charter documents:
●
●
●
enable our Board to fill any vacancy on the Board;
enable our Board to amend our bylaws without stockholder approval, subject to certain exceptions; and
require compliance with an advance notice procedure with regard to any business that is to be brought by a
stockholder before an annual or special meeting of stockholders and with regard to the nomination by stockholders
of candidates for election as directors.
These provisions could delay or prevent an acquisition of the Company or other transaction that some of our
stockholders may believe is beneficial to them. Furthermore, federal and state banking laws and regulations applicable to us
require anyone seeking to acquire more than 10% of our outstanding shares or otherwise effectuate a change of control of the
Company or of FFB, to file an application with, and to receive approval from, the Federal Reserve Board, the DFPI, and the
FDIC to do so. These laws and regulations may discourage potential acquisition proposals and could delay or prevent a change of
control of the Company, including by means of a transaction in which our stockholders might receive a premium over the market
price of our common stock.
An investment in our common stock is not an insured deposit and is not guaranteed by the FDIC, so you could
lose some or all of your investment.
An investment in our common stock is not a bank deposit and is not insured against loss or guaranteed by the FDIC, any
other deposit insurance fund or by any other public or private entity. An investment in our common stock is inherently risky for
the reasons described herein. As a result, if you acquire our common stock, you could lose some or all of your investment.
General Risk Factors
The market prices and trading volume of our common stock may be volatile.
We cannot assure you that the market prices and trading volumes of our common stock will not fluctuate or decline
significantly in the future. Some of the factors that could negatively affect the prices of our shares or result in fluctuations in
those prices or in trading volume of our common stock could include the following, many of which are outside of our control:
●
●
●
●
●
●
●
●
●
quarterly variations in our operating results or in the quality of our earnings or assets;
operating results that differ from the expectations of management, securities analysts and investors;
changes in expectations as to our future financial performance;
the operating and securities price performance of other companies that investors believe are comparable to us;
the implementation of our growth strategy and performance of acquired businesses that vary from the expectations
of securities analysts and investors;
the actual or anticipated enactment of new more costly government regulations that are applicable to our businesses
or the imposition of regulatory restrictions on us;
our dividend policy and any changes that might occur to that policy in the future;
future sales by us of our common stock or any other of our equity securities;
changes in global financial markets and global economies and general market conditions, such as changes in
interest rates or fluctuations in stock, commodity or real estate valuations; and
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●
announcements of strategic developments, material acquisitions and other material events in our business or in the
businesses of our competitors.
These broad market and industry factors may decrease the market price of our common stock, regardless of our actual
operating performance. The stock market in general has from time to time experienced extreme price and volume fluctuations,
including in recent months. In addition, in the past, following periods of volatility in the overall market and the market price of a
company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if
instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.
We may issue additional equity securities, or engage in other transactions which could dilute our book value or
affect the priority of our common stock, which may adversely affect the market price of our common stock.
Our Board of Directors may determine from time to time to raise additional capital by issuing additional shares of our
common stock or other securities. In addition, we may issue additional securities in connection with future acquisitions we may
make. We are not restricted from issuing additional shares of common stock, including securities that are convertible into or
exchangeable for, or that represent the right to receive, common stock. We cannot predict or estimate the amount, timing, or
nature of any future offerings or issuances of additional stock in connection with acquisitions, or the prices at which such
offerings may be affected. Such offerings could be dilutive to common stockholders. New investors also may have rights,
preferences and privileges that are senior to, and that adversely affect, our then-current common stockholders. Additionally, if we
raise additional capital by making additional offerings of debt or preferred equity securities, upon liquidation, holders of our debt
securities and shares of preferred stock, and lenders with respect to other borrowings, will receive distributions of our available
assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders
or reduce the market price of our common stock, or both. Holders of our common stock are not entitled to preemptive rights or
other protections against dilution.
A failure to maintain effective internal control over financial reporting could have a material adverse effect on
our business and stock prices.
If we are unable to maintain the effectiveness of our internal control over financial reporting in the future, we may be
unable to report our financial results accurately and on a timely basis. In such an event, investors and clients may lose confidence
in the accuracy and completeness of our financial statements, as a result of which our liquidity, access to capital markets, and
perceptions of our creditworthiness could be adversely affected and the market prices of our common stock could decline. In
addition, we could become subject to investigations by NASDAQ, the SEC, or the Federal Reserve, or other regulatory
authorities, which could require us to expend additional financial and management resources. As a result, an inability to maintain
the effectiveness of our internal control over financial reporting in the future could have a material adverse effect on our business,
financial condition, results of operations and prospects.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our
business, our stock price and trading volume could decline.
The trading market for our common stock will depend in part on the research and reports that securities or industry
analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate
or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage
of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price
and trading volume to decline.
Other Risks and Uncertainties.
Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our
business, financial condition, operating results and future prospects.
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Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
The corporate headquarters for FFI and each of its subsidiaries is located in Irvine, California. The Company has offices
in California in Irvine, Indian Wells, Pasadena, El Centro, West Los Angeles, El Segundo, Laguna Hills, Seal Beach, Auburn,
Oakland, Sacramento, Roseville, Burlingame, Big Bear, Running Springs, Palos Verdes, Rolling Hills, Lucerne and San Diego
and in Las Vegas, Nevada, and in Honolulu, Hawaii. All of these offices, except for the office in Auburn, California, Big Bear,
California, and Running Springs, California, are leased pursuant to non-cancelable operating leases that will expire between 2021
and 2026. The building for the office in Auburn, California is owned by us and is on land that is leased under a non-cancellable
lease that expires in 2028. The building and land for the offices in Big Bear and Running Springs are owned by us.
Item 3. Legal Proceedings.
In the ordinary course of business, we are subject to claims, counter claims, suits and other litigation of the type that
generally arise from the conduct of financial services businesses. We are not aware of any threatened or pending litigation that we
expect will have a material adverse effect on our business operations, financial condition or results of operations.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information
On November 3, 2014, our common stock became listed and commenced trading on the NASDAQ global Stock Market
under the trading symbol “FFWM”. As of February —, 2021, a total of — shares of our common stock were issued and
outstanding which were held of record by approximately — shareholders.
Dividend Policy and Restrictions on the Payment of Dividends
Since the first quarter of 2019, we have paid quarterly dividends and it is the current intention of the Company to
continue to pay dividends on an ongoing basis.
Our ability to pay dividends to our stockholders is subject to the restrictions set forth in the Delaware general
Corporation Law (the “DgCL”) and the regulatory authority of the Federal Reserve. The DgCL provides that a corporation,
unless otherwise restricted by its certificate of incorporation, may declare and pay dividends out of its surplus or, if there is no
surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year, as long as the
amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding
stock of all classes having a preference upon the distribution of assets. Surplus is defined as the excess of a corporation’s net
assets (i.e., its total assets minus its total liabilities) over the capital associated with issuances of its common stock. Moreover, the
DgCL permits a board of directors to reduce its capital and transfer such amount to its surplus. In determining the amount of
surplus of a Delaware corporation, the assets of the corporation, including stock of subsidiaries owned by the corporation, must
be valued at their fair market value as determined by the board of directors, regardless of their historical book value. In addition,
since we are a bank holding company subject to
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regulation by the FRB, it may become necessary for us to obtain the approval of the FRB before we can pay cash dividends to our
stockholders.
Cash dividends from our two wholly-owned subsidiaries, FFB and FFA, represent the principal source of funds
available to us, which we might use to pay cash dividends to our stockholders or for other corporate purposes. Since FFA and
FFB are California corporations, they are subject to dividend payment restrictions under the California general Corporation Law
(the “CgCL”). The laws of the State of California, as they pertain to the payment of cash dividends by California state chartered
banks, limit the amount of funds that FFB would be permitted to dividend to us more strictly than does the CgCL. In particular,
under California law, cash dividends by a California state chartered bank may not exceed, the lesser of (i) the sum of its net
income for the last three fiscal years (after deducting all dividends paid during the period), or (ii) the amount of its retained
earnings.
Also, because the payment of cash dividends has the effect of reducing capital, capital requirements imposed on FFB by
the DFPI and the FDIC may operate, as a practical matter, to preclude the payment, or limit the amount of, cash dividends that
might otherwise be permitted to be made under California law; and the DFPI and the FDIC, as part of their supervisory powers,
generally require insured banks to adopt dividend policies which limit the payment of cash dividends much more strictly than do
applicable state laws.
Additionally, under the terms of the holding company line of credit agreement, FFI may only declare and pay a dividend
if the total amount of dividends and stock repurchases during the current twelve months does not exceed 50% of FFI’s net income
for the same twelve month period.
Restrictions on Intercompany Transactions
Sections 23A and 23B of the Federal Reserve Act, and the implementing regulations thereunder, limit transactions
between a bank and its affiliates and limit a bank’s ability to transfer to its affiliates the benefits arising from the bank’s access to
insured deposits, the payment system and the discount window and other benefits of the Federal Reserve System. Those Sections
of the Act and the implementing regulations impose quantitative and qualitative limits on the ability of a bank to extend credit to,
or engage in certain other transactions with, an affiliate (and a non-affiliate if an affiliate benefits from the transaction).
Repurchases of Common Stock
The Company adopted a stock repurchase plan on October 30, 2018 for the repurchase of up to 2,200,000 shares of its
common stock from time to time as market conditions allow. This plan has no stated expiration date for the repurchases. The
Company did not repurchase any shares during the year ended December 31, 2020. As of December 31, 2020, the maximum
number of shares that may be purchased under the program was 2,162,900.
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Stock Performance Graph
The following graph shows a comparison from December 31, 2016 through December 31, 2020 of the cumulative total
return for our common stock, compared against (i) the Russell 2000 Index, which measures the performance of the smallest 2,000
members, by market cap, (ii) the Russell 3000 Index, which measures the performance of the smallest 3,000 members, by market
cap, of the Russell Index, and (iii) an index published by SNL Securities L.C. (“SNL”) and known as the SNL Western Bank
Index, which is comprised of 52 banks and bank holding companies (including the Company), the shares of which are listed on
NASDAQ or the New York Stock Exchange and most of which are based in California and the remainder of which are based in
six other western states.
The stock performance graph assumes that $100 was invested in Company common stock at the close of market on
December 31, 2016, and, at that same date, in the Russell 2000 Index, the Russell 3000 Index and the SNL Western Bank Index
and that any dividends paid in the indicated periods were reinvested. Shareholder returns shown in the stock performance graph
are not necessarily indicative of future stock price performance.
First Foundation Inc. (FFWM)
Russell 2000 Index
Russell 3000 Index
SNL Western Bank Index
12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020
Period Ending
100.00
100.00
100.00
100.00
130.11
113.14
118.85
109.33
90.25
99.37
110.54
84.41
122.11
122.94
142.09
100.14
139.72
145.52
142.09
71.46
The above performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any of our filings under
the Securities Act or the Exchange Act.
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Item 6. Selected Financial Data
With the exception of the certain items included in the selected performance and capital ratios, the following selected
consolidated financial information as of and for the years ended December 31, 2020, 2019, and 2018 have been derived from our
audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K, and the selected consolidated
financial information as of and for the years ended December 31, 2017 and 2016 have been derived from our audited
consolidated financial statements not appearing in this Annual Report on Form 10-K.
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You should read the following selected financial and operating data in conjunction with other information contained in
this Annual Report on Form 10-K, including the information set forth in the sections entitled “Capitalization” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as our consolidated financial
statements and the related notes included elsewhere in this Annual Report on Form 10-K. The average balances used in
computing certain ratios, have been computed using daily averages, except for average equity, which is computed using the
average of beginning and end of month balances.
(In thousands, except share and per share data)
2020
As of and for the Year Ended December 31,
2018
2019
2017
Selected Income Statement Data:
Net interest income
Provision for credit losses
Noninterest Income:
Asset management, consulting and other fees
Other(1)
Noninterest expense
Income before taxes
Net income
Share and Per Share Data: (2)
Net income per share:
Basic
Diluted
Shares used in computation:
Basic
Diluted
Tangible book value per share(3)
Shares outstanding at end of period(4)
Selected Balance Sheet Data:
Cash and cash equivalents
Loans, net of deferred fees(5)
Allowance for credit losses (“ACL”) - investments
Allowance for credit losses - loans
Total assets
Noninterest-bearing deposits
Interest-bearing deposits
Borrowings(6)
Shareholders’ equity(4)
Selected Performance and Capital Ratios:
Return on average assets
Return on average equity
Return on average tangible equity(3)
Net interest margin
Efficiency ratio(7)
Noninterest income as a % of total revenues
Tangible common equity to tangible assets(3)
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
Other Information:
Assets under management (end of period)
NPAs to total assets
Charge-offs to average loans
Ratio of ACL to loans(8)
Number of banking offices(9)
$
196,644
6,746
$
169,954
2,637
$
155,610
4,220
$
113,618
2,762
$
29,465
25,182
125,778
118,767
84,369
28,658
13,118
129,595
79,499
56,239
28,748
7,023
127,075
60,086
42,958
26,710
12,009
98,976
50,599
27,582
2016
89,449
4,681
24,384
10,176
80,994
38,334
23,303
$
1.89
1.88
$
1.26
1.25
$
1.02
1.01
$
0.80
0.78
$
0.72
0.70
44,639,430
44,900,805
13.44
$
44,667,650
44,617,361
44,911,265
11.57
$
44,670,743
42,092,361
42,567,108
10.33
$
44,496,007
34,482,630
35,331,059
9.46
$
38,207,766
32,365,800
33,471,816
8.62
$
32,719,632
$
629,707
5,285,003
7,245
24,200
6,957,160
1,655,847
4,257,586
269,000
695,711
$
65,387
5,029,869
—
20,800
6,314,436
1,192,481
3,698,663
743,000
613,868
$
67,312
4,782,312
—
19,000
5,840,412
1,074,661
3,458,307
708,000
559,184
$
120,394
3,799,707
—
18,400
4,541,185
1,097,196
2,346,331
678,000
394,951
$
597,946
2,791,251
—
15,400
3,975,403
661,781
1,765,014
1,250,000
284,264
1.26 %
13.0 %
15.5 %
3.03 %
49.3 %
21.7 %
8.75 %
8.93 %
11.55 %
12.17 %
0.91 %
9.6 %
11.9 %
2.87 %
60.8 %
19.7 %
8.31 %
8.25 %
10.65 %
11.15 %
0.81 %
9.1 %
10.6 %
2.99 %
64.4 %
18.7 %
8.01 %
8.39 %
10.67 %
11.16 %
0.70 %
8.5 %
8.6 %
2.93 %
63.3 %
25.4 %
8.02 %
8.44 %
11.99 %
12.61 %
0.80 %
8.4 %
8.5 %
3.13 %
65.3 %
27.9 %
7.10 %
8.76 %
12.80 %
13.52 %
$ 4,926,791
$ 4,438,252
$ 3,934,700
$ 4,296,077
$ 3,586,672
0.30 %
0.02 %
0.50 %
20
0.20 %
0.02 %
0.46 %
20
0.21 %
0.08 %
0.51 %
20
0.31 %
— %
0.54 %
14
0.25 %
— %
0.60 %
11
(1) The 2020, 2019, 2018, 2017 and 2016 amounts include $15.1 million, $4.2 million, $0.4 million, $7.0 million and $7.8 million in gains
on sales of loans, respectively.
(2) Share and per share data has been adjusted to reflect the two-for-one stock split effective January 18, 2017.
(3) Tangible common equity, (also referred to as tangible book value) and tangible assets, are equal to common equity and assets,
respectively, less $95.3 million of intangible assets as of December 31, 2020, $97.2 million of intangible assets as of December 31,
2019, $99.5 million of intangible assets as of December 31, 2018, $33.6 million of intangible assets as of December 31, 2017, and $2.2
million of intangible assets as of December 31, 2016. Average tangible equity is equal to average common equity less $96.2 million,
$98.3 million, $69.2 million, $4.5 million and $2.3 million of average goodwill and intangible assets for the years ended December 31,
2020, 2019, 2018, 2017 and 2016, respectively. We believe that this information is consistent with the treatment by
41
Table of Contents
bank regulatory agencies, which exclude intangible assets from the calculation of capital ratios. Accordingly, we believe that tangible
common equity to tangible assets, tangible book value per share and return on average tangible equity provide information that is
important to investors and that is useful in understanding our capital position and ratios. However, these non-generally accepted
accounting principles (“gAAP”) financial measures are supplemental and are not a substitute for an analysis based on gAAP measures.
As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled
measures reported by other companies.
(4) As a result of our acquisition of Premier Business Bancorp in 2018, we issued 5,234,593 shares of our common stock valued at $19.39
per share. As a result of our acquisition of Community 1st Bancorp in 2017, we issued 2,955,623 shares of our common stock valued at
$17.55 per share. As a part of our at-the-market offering, in 2018 and 2017, we issued 625,730 and 1,382,506 shares of our common
stock, respectively, at weighted average prices of $18.46 and $16.83 per share, respectively. As a result of the exercise of stock options:
in 2020, we issued 117,500 shares of our common stock at an average exercise price of $7.79 per share; in 2019, we issued 44,000
shares of our common stock at an average exercise price of $7.60 per share; in 2018, we issued 308,334 shares of our common stock at
an average exercise price of $7.64 per share; in 2017, we issued 1,072,000 shares of our common stock at an average exercise price of
$5.18 per share; and in 2016, we issued 690,592 shares of our common stock at an average exercise price of $6.17 per share. We issued
103,741, 132,536, 154,884, 78,005, and 67,988 shares of common stock upon the vesting of restricted stock units in 2020, 2019, 2018,
2017, and 2016, respectively.
(5)
Includes loans classified as loans held for sale.
(6) Borrowings consist primarily of overnight and short-term advances obtained by FFB from the Federal Home Loan Bank. This line also
includes outstanding debt of FFI.
(7) The efficiency ratio is the ratio of noninterest expense to the sum of net interest income and noninterest income. The efficiency ratio
excludes (i) $1.9 million of intangible asset amortization expense in 2020; (ii) $1.2 million of FDIC insurance expense refunds and $2.3
million of intangible asset amortization expense in 2019; (iii) $3.8 million of costs related to an acquisition in 2018; and (iv) $2.6
million of costs related to an acquisition in 2017.
(8) This ratio excludes loans acquired in our acquisitions as generally accepted accounting principles in the United States, or gAAP,
requires estimated credit losses for acquired loans to be recorded as discounts to those loans.
(9) Does not include our corporate and administrative office or loan production offices, At December 31, 2020, we had 3 loan production
offices.
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Table of Contents
Item 7. 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 year ended December 31, 2020, as
compared to our results of operations in the year ended December 31, 2019; in our results of operations in the year ended
December 31, 2019, as compared to our results of operations in the year ended December 31, 2018, and our financial condition at
December 31, 2020 as compared to our financial condition at December 31, 2019. This discussion and analysis is based on and
should be read in conjunction with our consolidated financial statements and the accompanying notes thereto contained elsewhere
in this Annual Report on Form 10-K. In addition to historical information, this discussion contains forward-looking statements
that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations.
Some of the factors that could cause results to differ materially from expectations are discussed in the sections entitled “Risk
Factors” and “Forward-Looking Statements” contained elsewhere in this Annual Report on Form 10-K.
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with 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.
Allowance for Credit Losses - Securities Available-for-Sale (“AFS”) - For securities AFS in an unrealized loss position,
the Company first evaluates whether it intends to sell, or whether it is more likely than not that it will be required to sell the
security before recovery of its amortized cost basis. If either of these criteria regarding intent or requirement to sell is met, the
security amortized cost basis is written down to fair value through income. If the criteria is not met, the Company is required to
assess whether the decline in fair value has resulted from credit losses or noncredit-related factors. If the present value of
expected cash flows to be collected is less than the amortized cost basis, a credit loss exists, and an allowance for credit loss is
recorded through income as a component of provision for credit loss expense. If the assessment indicates that a credit loss does
not exist, the Company records the decline in fair value through other comprehensive income, net of related income tax effects.
The Company has made the election to exclude accrued interest receivable on securities from the estimate of credit losses and
report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as
provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the
uncollectibility of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met. See Note 4,
Securities, for additional information related to the Company’s allowance for credit losses on securities AFS.
Allowance for Credit Losses - Loans. Our ACL for loans and investments are established through a provision for credit
losses charged to expense and may be reduced by a recapture of previously established loss reserves, which are also reflected in
the statement of income. Loans and investments are charged against the ACL when management believes that collectability of the
principal is unlikely. The ACL for loans 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 ACL may be necessary if there are significant changes in economic or other conditions that can affect the collectability in full
of loans and investments in our loan or investment portfolios.
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Table of Contents
Utilization and Valuation of Deferred Income Tax Benefits. We record as a “deferred tax asset” on our balance sheet an
amount equal to the tax credit and tax loss carryforwards and tax deductions (collectively “tax benefits”) that we believe will be
available to us to offset or reduce income taxes in future periods. Under applicable federal and state income tax laws and
regulations, tax benefits related to tax loss carryforwards will expire if they cannot be used within specified periods of time.
Accordingly, the ability to fully use our deferred tax asset related to tax loss carryforwards to reduce income taxes in the future
depends on the amount of taxable income that we generate during those time periods. At least once each year, or more frequently,
if warranted, we make estimates of future taxable income that we believe we are likely to generate during those future periods. If
we conclude, on the basis of those estimates and the amount of the tax benefits available to us, that it is more likely, than not, that
we will be able to fully utilize those tax benefits prior to their expiration, we recognize the deferred tax asset in full on our
balance sheet. On the other hand, if we conclude on the basis of those estimates and the amount of the tax benefits available to us
that it has become more likely, than not, that we will be unable to utilize those tax benefits in full prior to their expiration, then,
we would establish a valuation allowance to reduce the deferred tax asset on our balance sheet to the amount with respect to
which we believe it is still more likely, than not, that we will be able to use to offset or reduce taxes in the future. The
establishment of such a valuation allowance, or any increase in an existing valuation allowance, would be effectuated through a
charge to the provision for income taxes or a reduction in any income tax credit for the period in which such valuation allowance
is established or increased.
We have two business segments, “Banking” and “Investment Management and Wealth Planning” (“Wealth
Management”). Banking includes the operations of FFB, FFIS and Blue Moon Management LLC and Wealth Management
includes the operations of FFA. The financial position and operating results of the stand-alone holding company, FFI, are
included under the caption “Other” in certain of the tables that follow, along with any consolidation elimination entries.
Overview and Recent Developments
We continued strong growth during 2020 with loan originations of $2.5 billion, and deposit growth of $1.0 billion. Total
revenues (net interest income and noninterest income) in 2020 increased by 19% over 2019.
The results of operations for Banking reflect the benefits of this growth. Income before taxes for Banking increased
$37.5 million, from $82.2 million in 2019, to $119.6 million in 2020. On a consolidated basis, income before taxes increased
$39.3 million, from $79.5 million in 2019, to $118.8 million in 2020.
On January 26, 2021, the Board of Directors declared a quarterly cash dividend of $0.09 per common share to be paid
on February 15, 2021 to stockholders of record as of the close of business on February 5, 2021.
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Results of Operations
Years Ended December 31, 2020 and 2019.
The primary sources of revenue for Banking are net interest income, fees from its deposits and trust services, gains on
sales of loans, certain loan fees, and consulting fees. The primary sources of revenue for Wealth Management are asset
management fees assessed on the balance of AUM. Compensation and benefit costs, which represent the largest component of
noninterest expense, accounted for 55% and 75%, respectively, of the total noninterest expense for Banking and Wealth
Management in 2020.
The following tables show key operating results for each of our business segments for the years ended December 31:
(dollars in thousands)
Wealth
Banking Management Other
Total
2020:
Interest income
Interest expense
Net interest income
Provision for credit losses
Noninterest income
Noninterest expense
Income (loss) before taxes on income
2019:
Interest income
Interest expense
Net interest income
Provision for credit losses
Noninterest income
Noninterest expense
Income (loss) before taxes on income
$ 243,891
47,078
196,813
6,746
31,567
102,019
$ 119,615
$ 248,760
78,450
170,310
2,637
18,844
104,367
$ 82,150
$
$
$
$
— $
—
—
—
— $ 243,891
47,247
169
196,644
(169)
6,746
54,647
125,778
$ (3,580) $ 118,767
(1,430)
1,981
—
24,510
21,778
2,732
— $
—
—
—
— $ 248,760
78,806
356
169,954
(356)
2,637
41,776
129,594
$ (4,856) $ 79,499
(1,204)
3,296
—
24,136
21,931
2,205
General. Our net income and income before taxes in 2020 were $84.4 million and $118.8 million, respectively, as
compared to $56.2 million and $79.5 million, respectively, in 2019. The $39.3 million increase in income before taxes was the
result of a $37.5 million increase in income before taxes for Banking, a $0.5 million increase in income before taxes for Wealth
Management and a $1.3 million decrease in corporate expenses. The increase in Banking was due to higher net interest income,
higher noninterest income, and lower noninterest expenses. The increase in Wealth Management was due to higher noninterest
income and lower noninterest expenses. The decrease in corporate expenses was due to decreases in interest expense and
noninterest expenses.
Our effective tax rate for 2020 was 29.0% as compared to 29.3% for 2019 and as compared to our statutory tax rate of
29.0%.
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Table of Contents
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
interest margin for the years ended December 31:
(dollars in thousands)
Interest-earning assets:
Year Ended December 31:
2020
Average
Balances
Interest
Average
Yield /Rate
Average
Balances
2019
Interest
Average
Yield /Rate
Loans
Securities
FHLB stock, fed funds, and deposits
Total interest-earning assets
$ 5,333,968
902,085
262,090
6,498,143
$ 216,798
25,688
1,405
243,891
4.06 % $ 5,032,447
805,724
2.85 %
83,155
0.54 %
5,921,326
3.76 %
$ 220,951
25,004
2,805
248,760
4.39 %
3.10 %
3.37 %
4.20 %
Noninterest-earning assets:
Nonperforming assets
Other
Total assets
Interest-bearing liabilities:
Demand deposits
Money market and savings
Certificates of deposit
Total interest-bearing deposits
Borrowings
Total interest-bearing liabilities
Noninterest-bearing liabilities:
Demand deposits
Other liabilities
Total liabilities
Shareholders’ equity
Total liabilities and equity
Net Interest Income
Net Interest Rate Spread
Net Interest Margin
14,606
180,678
$ 6,693,427
$
447,988
1,699,152
1,628,540
3,775,680
612,583
4,388,263
1,595,669
67,348
6,051,280
642,147
$ 6,693,427
16,517
188,143
$ 6,125,986
2,085
13,619
23,728
39,432
7,815
47,247
0.47 % $
0.80 %
1.46 %
1.04 %
1.28 %
1.08 %
342,927
1,215,410
1,986,009
3,544,346
625,948
4,170,294
3,183
15,427
45,572
64,182
14,624
78,806
0.93 %
1.27 %
2.29 %
1.81 %
2.34 %
1.89 %
1,314,296
60,023
5,544,613
581,373
$ 6,125,986
$ 196,644
$ 169,954
2.68 %
3.03 %
2.31 %
2.87 %
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Table of Contents
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 between 2020 as compared to 2019.
(dollars in thousands)
Interest earned on:
Loans
Securities
FHLB stock, fed funds and deposits
Total interest-earning assets
Interest paid on:
Demand deposits
Money market and savings
Certificates of deposit
Borrowings
Total interest-bearing liabilities
Net interest income
Increase (Decrease) due to Net Increase
(Decrease)
Rate
Volume
$
$
12,802
2,844
2,386
18,032
$ (16,955)
(2,160)
(3,786)
(22,901)
790
4,965
(7,213)
(307)
(1,765)
19,797
(1,888)
(6,773)
(14,631)
(6,502)
(29,794)
6,893
$
$
$
(4,153)
684
(1,400)
(4,869)
(1,098)
(1,808)
(21,844)
(6,809)
(31,559)
26,690
Net interest income for Banking increased from $170.3 million in 2019, to $196.8 million in 2020 due primarily to a 9%
increase in interest-earning assets. On a consolidated basis, the net interest margin (“NIM”) increased 16 basis points to 3.03% in
2020 from 2.87% in 2019, as the current low interest rate environment continues to impact our NIM positively as our cost of
funds have fallen faster than the yield on our earnings assets. The realization of net PPP fee income of $1.9 million helped offset
the decrease in interest income due to lower average loan rates during 2020. The decrease in the cost of interest-bearing liabilities
was due to a decrease in costs of interest-bearing deposits and decreased costs of borrowings. The cost of interest-bearing
deposits decreased from 1.81% in 2019 to 1.04% in 2020. The average rate on borrowings decreased from 2.34% in 2019 to
1.28% in 2020. The average balance outstanding under the holding company line of credit decreased from $6.1 million in 2019 to
$3.9 million in 2020, resulting in a $0.2 million decrease in corporate interest expense.
Provision for credit losses. The provision for credit losses represents our estimate of the amount necessary to be charged
against the current period’s earnings to maintain the ACL for loans and investments at a level that we consider adequate in
relation to the estimated losses inherent in the loan and investment portfolios. The provision for credit losses for loans 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 for loans also takes into consideration such factors as changes in the nature and volume of the loan
portfolio, overall portfolio quality, review of specific problem loans, current economic conditions and certain other subjective
factors that may affect the ability of borrowers to meet their repayment obligations to us. For 2020 and 2019, we recorded
provisions for credit losses of $6.7 million and $2.6 million, respectively. The provision for credit losses in 2020 and 2019 were
due to the growth in loan balances and $0.8 million of net chargeoffs in each year.
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Table of Contents
Noninterest income. Noninterest income for Banking includes fees charged to clients for trust services and deposit
services, consulting fees, prepayment and late fees charged on loans, gain on sale of loans, and gains and losses from capital
market activities. The following table provides a breakdown of noninterest income for Banking for the years ended December 31:
(dollars in thousands)
2020
2019
Year Ended December 31:
Trust fees
Consulting fees
Deposit charges
gain on sale of loans
Loan related fees
Other
Total noninterest income
$
$
5,645
398
1,236
15,140
8,334
814
31,567
$
$
5,124
401
1,070
4,218
6,667
1,364
18,844
Noninterest income in Banking in 2020 was $12.7 million higher than 2019 due to a higher gain on sale of loans, higher
loan fees, and higher trust fees, which were partially offset by a decrease in other expenses. The $10.9 million higher gain on sale
was due to the benefits of a declining interest rate environment in 2020. The $1.7 million increase in loan fees was due primarily
to higher prepayment fees and higher servicing fees. The $0.5 million increase in trust fees relates primarily to new clients.
Noninterest income for Wealth Management includes fees charged to high net-worth clients for managing their assets
and for providing financial planning consulting services. The following table provides the amounts of noninterest income for
Wealth Management for the years ended December 31:
Noninterest income
(dollars in thousands)
2020
$ 24,510
2019
$ 24,136
Noninterest income for Wealth Management increased slightly in 2020 when compared to 2019, as the level of billable
AUM remained the same in both years.
Noninterest Expense. The following table provides a breakdown of noninterest expense for Banking and Wealth
Management for the years ended December 31:
(dollars in thousands)
Year Ended December 31:
Compensation and benefits
Occupancy and depreciation
Professional services and marketing
Customer Service Costs
Other expenses
Total noninterest expense
Banking
2020
2019
Wealth Management
2019
2020
$
$
56,154 $
21,433
5,972
7,445
11,015
102,019
$
51,754 $
18,439
4,603
17,858
11,713
104,367
$
16,371 $
2,347
2,558
—
502
21,778
$
16,662
2,288
2,258
—
723
21,931
Noninterest expense in Banking decreased to $102 million in 2020 from $104.4 million in 2019 due to a decrease in
customer service costs, offset partially by increases in compensation and benefits, occupancy and depreciation, and professional
services and marketing. Customer service costs for Banking decreased to $7.4 in 2020 from $17.9 million in 2019 due to
decreases in the earnings credit rates paid on the related deposit balances, as interest rates declined during 2020. Compensation
and benefits for Banking increased $4.4 million during 2020 as compared to 2019, due to salary increases and an increase in the
FTE in Banking, which increased to 436.8 in 2020, from 410.4 in 2019, as a result of the increased staffing related to additional
personnel added to support the growth in loans and deposits. The increase in occupancy and depreciation for Banking to $21.4
million in 2020 from $18.4 million in 2019 was due to higher core processing costs related to higher volumes and services added
during 2019.
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Table of Contents
Noninterest expenses for Wealth Management decreased by $0.2 million for 2020, when compared to the comparable
period in 2019, due to decreased compensation costs.
Years Ended December 31, 2019 and 2018.
The primary sources of revenue for Banking are net interest income, fees from its deposits and trust services, gains on
sales of loans, certain loan fees, and consulting fees. The primary sources of revenue for Wealth Management are asset
management fees assessed on the balance of AUM. Compensation and benefit costs, which represent the largest component of
noninterest expense, accounted for 50% and 76%, respectively, of the total noninterest expense for Banking and Wealth
Management in 2019.
The following tables show key operating results for each of our business segments for the years ended December 31:
(dollars in thousands)
Wealth
Banking Management Other
Total
2019:
Interest income
Interest expense
Net interest income
Provision for loan losses
Noninterest income
Noninterest expense
Income (loss) before taxes on income
2018:
Interest income
Interest expense
Net interest income
Provision for loan losses
Noninterest income
Noninterest expense
Income (loss) before taxes on income
$ 248,760
78,450
170,310
2,367
18,844
104,367
$ 82,420
$ 207,306
49,935
157,371
4,220
11,322
100,778
$ 63,695
$
$
$
$
— $
—
—
—
356
(356)
— $ 248,760
78,806
169,954
2,367
41,776
129,594
$ (4,856) $ 79,769
(1,204)
3,296
—
24,136
21,931
2,205
— $
—
—
—
1,761
(1,761)
— $ 207,306
51,696
155,610
4,220
35,771
127,075
$ (7,186) $ 60,086
(798)
4,627
—
25,247
21,670
3,577
General. Our net income and income before taxes in 2019 were $56.2 million and $79.5 million, respectively, as
compared to $43.0 million and $60.1 million, respectively, in 2018. The $19.4 million increase in income before taxes was the
result of an $18.5 million increase in income before taxes for Banking, a $1.4 million decrease in income before taxes for Wealth
Management and a $2.4 million decrease in corporate expenses. The increase in Banking was due to higher net interest income, a
lower provision for loan losses and higher noninterest income which were partially offset by higher noninterest expenses. The
decrease in Wealth Management was due to lower noninterest income and higher noninterest expenses. The decrease in corporate
expenses was due to decreases in interest expense and noninterest expenses.
Our effective tax rate for 2019 was 29.3% as compared to 28.5% for 2018 and as compared to our statutory tax rate of
29.0%. During 2018, the effective tax rate benefited from excess tax benefits resulting from the exercise or vesting of stock
awards.
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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
interest margin for the years ended December 31:
(dollars in thousands)
Interest-earning assets:
2019
Average
Balances
Interest
Average
Yield /Rate
Average
Balances
2018
Interest
Average
Yield /Rate
Loans
Securities
FHLB stock, fed funds and deposits
Total interest-earning assets
$ 5,032,447
805,724
83,155
5,921,326
$ 220,951
25,004
2,805
248,760
4.39 % $ 4,453,822
594,514
3.10 %
151,884
3.37 %
5,200,220
4.20 %
$ 186,211
16,855
4,240
207,306
4.18 %
2.84 %
2.79 %
3.99 %
Noninterest-earning assets:
Nonperforming assets
Other
Total assets
Interest-bearing liabilities:
Demand deposits
Money market and savings
Certificates of deposit
Total interest-bearing deposits
Borrowings
Total interest-bearing liabilities
Noninterest-bearing liabilities:
Demand deposits
Other liabilities
Total liabilities
Stockholders’ equity
Total liabilities and equity
Net Interest Income
Net Interest Rate Spread
Net Interest Margin
16,517
188,143
$ 6,125,986
$
342,927
1,215,410
1,986,009
3,544,346
625,948
4,170,294
1,314,296
60,023
5,544,613
581,373
$ 6,125,986
11,187
110,958
$ 5,322,365
3,183
15,427
45,572
64,182
14,624
78,806
0.93 % $
1.27 %
2.29 %
1.34 %
2.34 %
1.89 %
333,483
1,139,569
1,410,109
2,883,161
612,817
3,495,978
2,779
10,491
25,506
38,776
12,920
51,696
0.83 %
0.92 %
1.81 %
1.34 %
2.11 %
1.48 %
1,329,873
23,700
4,849,551
472,814
$ 5,322,365
$ 169,954
$ 155,610
2.31 %
2.87 %
2.51 %
2.99 %
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 between 2019 as compared to 2018.
(dollars in thousands)
Increase (Decrease) due to Net Increase
(Decrease)
Rate
Volume
Interest earned on:
Loans
Securities
FHLB stock, fed funds and deposits
Total interest-earning assets
Interest paid on:
Demand deposits
Money market and savings
Certificates of deposit
Borrowings
Total interest-bearing liabilities
Net interest income
$
$
25,067
6,435
(2,193)
29,309
80
737
12,104
283
13,204
16,105
$
$
9,673
1,714
758
12,145
324
4,199
7,962
1,421
13,906
(1,761)
$
$
34,740
8,149
(1,435)
41,454
404
4,936
20,066
1,704
27,110
14,344
50
Table of Contents
Net interest income for Banking increased from $157.4 million in 2018, to $170.3 million in 2019 due primarily to a
14% increase in interest-earning assets which was partially offset by a decrease in our net yield on interest earning assets. On a
consolidated basis, the net yield on interest earning assets decreased from 2.99% in 2018 to 2.87% in 2019 due to a decrease in
the net interest rate spread which was partially offset by a larger benefit derived from noninterest bearing funding sources,
including noninterest-bearing deposits and equity, as interest rates rise. The net interest margin decreased from 2.99% in 2018 to
2.87% in 2019 due to an increase in the cost of interest-bearing liabilities which was partially offset by an increase in yield on
total interest-earning assets. The yield on interest-earning assets increased as new loans added to the portfolio during the year
bore interest rates higher than the current portfolio rates. The increase in the cost of interest-bearing liabilities was due to
increased costs of interest-bearing deposits, resulting from increases in deposit market rates, and increased costs of borrowings as
the average rate on FHLB advances and other Bank borrowings increased from 1.92% in 2018 to 2.30% in 2019. The average
balance outstanding under the holding company line of credit decreased from $31.4 million in 2018 to $6.1 million in 2019,
resulting in a $1.4 million decrease in corporate interest expense.
Provision for credit 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 ACL at a level that we consider adequate in relation to the estimated losses
inherent in the loan portfolio. The provision for credit losses is impacted by changes in loan balances as well as changes in
estimated loss assumptions and charge-offs and recoveries. The amount of the provision also takes into consideration such factors
as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, current
economic conditions and certain other subjective factors that may affect the ability of borrowers to meet their repayment
obligations to us. For 2019 and 2018, we recorded provisions for credit losses of $2.6 million and $4.2 million, respectively. The
provision for credit losses in 2019 was due to the growth in loan balances and $0.8 million of net chargeoffs. The provision for
credit losses in 2018 was due to $3.5 million of net chargeoffs and growth in loan balances.
Noninterest income. Noninterest income for Banking includes fees charged to clients for trust services and deposit
services, consulting fees, prepayment and late fees charged on loans, gain on sale of loans, and gains and losses from capital
market activities. The following table provides a breakdown of noninterest income for Banking for the years ended December 31:
Trust fees
Consulting fees
Deposit charges
gain on sale of loans
Loan related fees
Other
Total noninterest income
(dollars in thousands)
$
2019
5,124
401
1,069
$
2018
3,833
407
838
419
4,421
1,404
$ 11,322
—
6,667
939
$ 14,200
Noninterest income in Banking in 2019 was $7.5 million higher than 2018 due to a higher gain on sale of loans, higher
loan fees, higher trust fees and gains on sales of Real estate owned (“REO”) which were partially offset by a $0.3 million loss on
the sale of securities. The $3.8 million higher gain on sale was due to the benefits of a declining interest rate environment in
2019. The $2.2 million increase in loan fees was due primarily to higher prepayment fees and higher servicing fees. The $1.3
million increase in trust fees relates primarily to new clients, some of which were transferred from or referred by Wealth
Management.
Noninterest income for Wealth Management includes fees charged to high net-worth clients for managing their assets
and for providing financial planning consulting services. The following table provides the amounts of noninterest income for
Wealth Management for the years ended December 31:
Noninterest income
(dollars in thousands)
2019
$ 24,136
2018
$ 25,247
51
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Noninterest income for Wealth Management decreased by $1.1 million in 2019 when compared to 2018 due primarily to
lower levels, on average, of billable AUM in 2019.
Noninterest Expense. The following table provides a breakdown of noninterest expense for Banking and Wealth
Management for the years ended December 31:
(dollars in thousands)
Compensation and benefits
Occupancy and depreciation
Professional services and marketing
Customer Service Costs
Other expenses
Total noninterest expense
Banking
2019
2018
Wealth Management
2018
2019
$ 51,754 $ 49,709 $ 16,662 $ 16,404
2,220
2,317
—
729
$ 21,670
17,362
4,468
15,077
14,162
$ 100,778
18,439
4,603
17,858
11,713
$ 104,367
723
$ 21,931
2,288
2,258
—
Noninterest expense in Banking increased from $100.8 million in 2018 to $104.4 million in 2019, due to increases in
staffing and other costs associated with the Bank’s expansion, including the acquisition of PBB in June 2018, and increases in
customer service costs which were partially offset by a $3.4 million decrease in merger related costs. Compensation and benefits
for Banking increased $2.0 million during 2019 as compared to 2018 due to salary increases and an increase in the FTE in
Banking, which increased to 421.4 in 2019 from 385.8 in 2018 primarily as a result of the increased staffing related to the PBB
acquisition. The $1.1 million increase in occupancy and depreciation for Banking in 2019 as compared to 2018 was due to costs
related to the PBB acquisition and increases in our data processing costs due to increased volumes. Customer service costs for
Banking increased from $15.1 million in 2018 to $17.9 million in 2019 due to increases in the earnings credit rates paid on the
related deposit balances. Other expenses decreased by $2.5 million in 2019 when compared to the corresponding period in 2018
due to a $3.4 million decrease in merger related costs which was partially offset by increases in the amortization of core deposit
intangibles and FDIC insurance. Increases in FDIC insurance were partially offset by a $1.2 million refund received from the
FDIC for deposit insurance fees in the third quarter of 2019.
Noninterest expenses for Wealth Management increased by $0.3 million for 2019, when compared to the comparable
period in 2018, due to increased compensation costs.
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Table of Contents
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, at December 31:
(dollars in thousands)
Wealth
Other and
Banking Management Eliminations
Total
2020:
Cash and cash equivalents
Securities AFS, net
Loans Held For Sale
Loans, net
Premises and equipment
FHLB Stock
Deferred taxes
goodwill and Intangibles
Other assets
Total assets
Deposits
Borrowings
Intercompany balances
Other liabilities
Shareholders’ equity
Total liabilities and equity
2019:
Cash and cash equivalents
Securities AFS
Loans Held For Sale
Loans, net
Premises and equipment
FHLB Stock
Deferred taxes
goodwill and Intangibles
Other assets
Total assets
Deposits
Borrowings
Intercompany balances
Other liabilities
Shareholders’ equity
Total liabilities and equity
2018:
Cash and cash equivalents
Securities AFS
Loans Held For Sale
Loans, net
Premises and equipment
FHLB Stock
Deferred taxes
REO
goodwill and Intangibles
Other assets
Total assets
Deposits
Borrowings
Intercompany balances
Other liabilities
Shareholders’ equity
Total liabilities and equity
$ 629,066
807,426
505,404
4,779,599
7,313
17,250
8,663
95,296
91,702
$ 6,941,719
$ 5,919,155
255,000
4,493
65,423
697,648
$ 6,941,719
65,083
$
1,014,966
503,036
4,526,833
7,561
21,519
10,778
97,191
51,229
$ 6,298,196
$ 4,902,958
733,000
3,111
48,159
610,968
$ 6,298,196
$
67,148
809,569
507,643
4,274,669
8,221
20,307
12,905
815
99,482
35,906
$ 5,836,665
$ 4,544,168
703,000
3,689
34,886
550,922
$ 5,836,665
$
$
$
$
$
$
$
$
$
$
$
$
1,671
$
—
—
—
563
—
186
—
314
2,734
$
— $
—
(3,519)
3,808
2,445
2,734
$
5,054
$
—
—
—
658
—
133
—
445
6,290
$
— $
—
469
3,400
2,421
6,290
$
4,636
$
—
—
—
788
—
103
—
—
605
6,132
$
— $
—
467
2,830
2,835
6,132
$
(246)
—
(1,030)
$ 629,707
807,426
—
—
505,404
— 4,779,599
8,012
136
17,250
—
8,603
95,296
105,863
$ 6,957,160
$ 5,913,433
269,000
—
79,016
695,711
$ 6,957,160
13,847
12,707
(5,722)
14,000
(974)
9,785
(4,382)
12,707
(4,750)
136
168
$
—
—
65,387
— 1,014,966
—
503,036
— 4,526,833
8,355
21,519
11,079
97,191
66,070
$ 6,314,436
$ 4,891,144
743,000
—
66,423
613,869
$ 6,314,436
14,396
9,950
(11,814)
10,000
(3,580)
14,864
480
9,950
(4,472)
67,312
$
809,569
—
—
507,643
— 4,274,669
9,145
136
20,307
—
13,251
243
815
—
99,482
—
38,219
$ 5,840,412
$ 4,532,968
708,000
—
40,260
559,184
$ 5,840,412
1,708
(2,385)
(11,200)
5,000
(4,156)
2,544
5,427
(2,385)
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.
53
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During 2020, total assets increased by $643 million primarily due to increases in cash and loans, including loans held
for sale. Loans and loans held for sale increased $259 million in 2020 as a result of $2.5 billion of originations which were
partially offset by the sale of $555 million of loans and payoffs or scheduled payments of $1.7 billion. The $1 billion growth in
deposits during 2020 included increases in branch deposits of $736 million, specialty deposits of $979 million, and digital
banking deposits of $402 million, offset by a $1.1 billion decrease in wholesale deposits. Borrowings decreased to $269 million
at December 31, 2020, from $743 million at December 31, 2019. At December 31, 2020, the outstanding balance on the holding
company line of credit was $14 million.
Cash and cash equivalents, certificates of deposit and securities: Cash and cash equivalents, which primarily consist of
funds held at the Federal Reserve Bank or at correspondent banks, including fed funds, increased by $564 million during 2020.
Changes in cash and cash equivalents are primarily affected by the funding of loans, investments in securities, and changes in our
sources of funding: deposits, FHLB advances and FFI borrowings.
Securities available for sale (“AFS”): The following table provides a summary of the Company’s AFS securities
portfolio at December 31:
2020:
(dollars in thousands)
Agency mortgage-backed securities
Beneficial interest – FHLMC securitization
Corporate bonds
Other
Total
2019:
Agency mortgage-backed securities
Beneficial interest – FHLMC securitization
Corporate bonds
Other
Total
2018:
Agency mortgage-backed securities
Beneficial interest – FHLMC securitization
Corporate bonds
Other
Total
Amortized
Cost
Gross Unrealized
Gains
Losses
Allowance for Estimated
Credit Losses Fair Value
$
$
$
$
$
705,752
30,497
57,000
1,512
794,761
$ 18,243
211
1,358
98
$ 19,910
$
905,949
47,586
54,000
1,386
$ 1,008,921
$ 9,174
1,801
1,834
63
$ 12,872
— $
—
—
—
— $
— $
(7,245)
—
—
(7,245) $
723,995
23,463
58,358
1,610
807,426
(146) $
(6,681)
—
—
$ (6,827) $
914,977
— $
42,706
—
55,834
—
1,449
—
— $ 1,014,966
$
$
723,597
32,143
54,000
1,458
811,198
$ 11,883
1,756
638
15
$ 14,292
$ (13,811) $
(1,813)
(294)
(3)
$ (15,921) $
— $
—
—
—
— $
721,669
32,086
54,344
1,470
809,569
The US Treasury Securities are pledged as collateral to the State of California to meet regulatory requirements related to
FFB’s trust operations.
Excluding allowance for credit losses, the $200 million decrease in AFS securities in 2020 was due to primarily to $270
million in principal payments, partially offset by $56 million of securities purchased. The $205 million increase in AFS securities
in 2019 was due to primarily from $576 million of securities purchased from our loan securitization in the third quarter, partially
offset by the sale of $284 million of lower yielding securities and $96 million in principal payments.
54
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The table below indicates, as of December 31, 2019, the gross unrealized losses and fair values of our investments,
aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss
position.
(dollars in thousands)
Agency mortgage-backed securities
Beneficial interests in FHLMC securitization
Total temporarily impaired securities
Fair
Value
$ 5,488
20,609
$ 26,097
Less than 12 months
Unrealized
Loss
Securities with Unrealized Loss at December 31, 2019
12 months or more
Fair
Value
(2) $ 13,880
3,220
$ (2,858) $ 17,100
Unrealized
Loss
(144) $ 19,368
23,829
$ (3,969) $ 43,197
Fair
Value
(3,825)
(2,856)
$
$
Total
$
Unrealized
Loss
(146)
(6,681)
$ (6,827)
There were no securities with unrealized losses at December 31, 2020.
Unrealized losses on agency notes and agency mortgage-backed securities 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, other than agency mortgage backed securities, and the related weighted
average yield is as follows as of December 31, 2020:
(dollars in thousands)
Amortized Cost:
Corporate bonds
Other
Total
Weighted average yield
Estimated Fair Value:
Corporate bonds
Other
Total
Less than 1 Through 5 Through
5 years
10 Years
1 Year
$
$
$
$
— $ 57,000
— $
500
500
1.83 %
1,012
$ 1,012
2.81 %
$
—
$
5.39 %
$ 57,000
— $
503
503
1,107
$ 1,107
— $ 58,358
$
—
$
$ 58,358
After
10 Years
Total
— $ 57,000
1,512
—
— $ 58,512
— %
5.32 %
— $ 58,358
—
1,610
— $ 59,968
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 December 31, 2020 was 2.39%.
55
Table of Contents
Loans. The following table sets forth our loans, by loan category, as of December 31:
(dollars in thousands)
2020
2019
2018
2017
2016
Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily
Single family
Total real estate loans secured by residential
properties
Commercial properties
Land
Total real estate loans
Commercial and industrial loans
Consumer loans
Total loans
Premiums, discounts and deferred fees and expenses
Total
$ 2,247,542
806,014
$ 2,143,919
871,181
$ 1,956,935
904,828
$ 1,935,429
645,816
$ 1,178,003
602,886
3,053,556
747,807
55,832
3,857,195
918,676
18,888
4,794,759
9,040
$ 4,803,799
3,015,100
834,042
70,257
3,919,399
600,213
16,273
4,535,885
11,748
$ 4,547,633
2,861,169
869,169
80,187
3,811,119
449,805
22,699
4,283,623
10,046
$ 4,293,669
2,581,245
696,748
37,160
3,315,153
310,779
29,330
3,655,262
8,465
$ 3,663,727
1,780,889
476,959
24,100
2,281,948
237,941
32,127
2,552,016
3,693
$ 2,555,709
Loans and loans held for sale increased $259 million in 2020 as a result of $2.5 billion of originations which were
partially offset by the sale of $553 million of loans and payoffs or scheduled payments of $1.7 billion. Loans and loans held for
sale increased $249 million in 2019 as a result of $1.9 billion of originations which were partially offset by the sale of $551
million of loans and payoffs or scheduled payments of $1.1 billion.
The scheduled maturities, as of December 31, 2020, of the performing loans categorized as land loans and as
commercial and industrial loans, are as follows:
(dollars in thousands)
Land loans
Commercial and industrial loans
Scheduled Maturity
Due After One
Year Through
Five Years
Due in One Year
or Less
Due After
Five Years
Loans With
Fixed Rates
$
44,786 $
171,673
5,781 $
5,265 $
823 $
548,758
198,245
673,534
Loan With
Adjustable Rates
10,223
73,469
Loans With a Scheduled
Maturity After One Year
Deposits: The following table sets forth information with respect to our deposits and the average rates paid on deposits,
as of December 31:
(dollars in thousands)
Amount
2020
2019
2018
Weighted
Average Rate
Amount
Weighted
Average Rate
Amount
Weighted
Average Rate
Demand deposits:
Noninterest-bearing
Interest-bearing
Money market and savings
Certificates of deposits
Total
$ 1,655,847
871,289
2,407,401
978,896
$ 5,913,433
— $ 1,192,481
0.372 %
386,276
0.549 %
1,334,736
1,977,651
0.591 %
0.376 % $ 4,891,144
— $ 1,074,661
0.635 %
317,380
1.355 %
1,190,717
1,950,210
1.971 %
1.217 % $ 4,532,968
—
0.798 %
1.115 %
2.142 %
1.270 %
The $1 billion increase in deposits during 2020 was due to increases in branch deposits of $736 million, specialty
deposits of $979 million, and digital bank deposits of $402 million, offset partially by a $1 billion decrease in wholesale deposits.
The $358 million increase in deposits during 2019 was due to increases in branch deposits of $138 million and specialty deposits
of $222 million and a $2 million decrease in wholesale deposits.
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The weighted average rate of interest-bearing deposits increased from 1.34% at December 31, 2018 to 1.61% at
December 31, 2019, and decreased to 0.52% at December 31, 2020, while the weighted average interest rates of both interest-
bearing and noninterest-bearing deposits decreased from 1.26% at December 31, 2018, to 1.22% at December 31, 2019, and
decreased to 0.38% at December 31, 2020. The financial impact of the increase in noninterest-bearing deposits is reflected in
customer service costs, which are included in noninterest expenses.
The maturities of our certificates of deposit of $100,000 or more were as follows as of December 31, 2020:
(dollars in thousands)
3 months or less
Over 3 months through 6 months
Over 6 months through 12 months
Over 12 months
Total
$
$
220,040
203,640
144,241
13,069
580,990
From time to time, the Bank will utilize brokered deposits as a source of funding. As of December 31, 2020, the Bank
held $326 million of deposits which are classified as brokered deposits.
Borrowings: At December 31, 2020, our borrowings consisted of $255 million in FHLB term advances at the Bank, and
$14 million of borrowings under a company line of credit. At December 31, 2019, our borrowings consisted of $233 million of an
overnight FHLB advance at the Bank, a $500 million FHLB term advance at the Bank, and $10 million of borrowings under a
company line of credit. The overnight FHLB advance was paid in full in the early part of January 2020. Because FFB utilizes
overnight borrowings, the balance of outstanding borrowings fluctuates on a daily basis. The average balance of borrowings at
the Bank during 2020 was $609 million, as compared to $620 million during 2019. The weighted average interest rate on these
borrowings was 1.26% during 2020, as compared to 2.30% during 2019. The maximum amount of short-term FHLB advances
outstanding at any month-end during 2020 and 2019, was $860 million and $956 million, respectively.
Delinquent Loans, Nonperforming Assets and Provision for Credit Losses
Loans are considered past due following the date when either interest or principal is contractually due and unpaid. Loans
on which the accrual of interest has been discontinued are designated as nonaccrual loans. Accrual of interest on loans is
discontinued when reasonable doubt exists as to the full, timely collection of interest or principal and, generally, when a loan
becomes contractually past due for 90 days or more with respect to principal or interest. However, the accrual of interest may be
continued on a well-secured loan contractually past due 90 days or more with respect to principal or
57
Table of Contents
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 December 31:
(dollars in thousands)
30–59 Days 60-89 Days or More Nonaccrual and Nonaccrual Current
Total
Past Due and Still Accruing
90 Days
Total Past Due
2020:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Percentage of total loans
2019:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Percentage of total loans
2018:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Percentage of total loans
$
$
$
$
$
$
$
35
951
—
1,013
1,999
—
$
0.04 %
89
7,586
$
—
695
22
8,392
$
0.19 %
$
74
440
2,000
12,541
15,055
—
$
0.35 %
$ 3,053,556
747,807
55,832
918,676
18,888
$ 4,794,759
$ 3,015,100
834,042
70,257
600,213
16,273
$ 4,535,885
— $
240
—
411
— $
—
—
152
— —
$
$ 152
0.00 %
651
0.01 %
10,947
4,544
$
—
5,137
20,628
—
$
0.43 %
10,982
5,735
—
6,713
—
23,430
0.49 %
$ 3,042,574
742,072
55,832
911,963
18,888
$ 4,771,329
13
$
—
—
2,007
3
2,023
0.04 %
— $
403
—
—
—
$
0.01 %
$ 403
1,743
2,410
$
—
8,714
12,867
—
$
0.27 %
— $ 499
117
—
300
7
424
0.01 %
$
—
—
536
—
$
0.02 %
$ 1,035
$
651
1,607
697
8,559
2
11,516
$
0.27 %
—
1,845
10,399
11,416
25
23,685
$ 3,013,255
823,643
70,257
588,797
16,248
$ 4,512,200
0.52 %
1,224
2,164
2,697
21,936
9
28,030
$ 2,860,539
867,005
77,490
427,869
22,690
$ 4,255,593
$ 2,861,763
869,169
80,187
449,805
22,699
$ 4,283,623
0.65 %
The following table presents the composition of troubled debt restructurings (“TDRs”) by accrual and nonaccrual status
as of:
(dollars in thousands)
Residential real estate loans
Commercial real estate loans
Commercial and industrial loans
Total
Accrual
$ 1,200
1,107
1,041
$ 3,348
Nonaccrual Total
$
— $ 1,200
2,384
3,873
$ 7,457
1,277
2,832
$ 4,109
December 31, 2020
Accrual
$ 1,200
1,188
557
$ 2,945
December 31, 2019
Nonaccrual Total
$
$
— $ 1,200
3,354
3,529
$ 8,083
2,166
2,972
5,138
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.
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The following is a breakdown of our loan portfolio by the risk category of loans at December 31:
(dollars in thousands)
Pass
Special Mention Substandard
Loans
Individually
Evaluated
Total
2020:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
2019:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
2018:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
2017:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
2016:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
$ 3,040,139
710,294
55,832
895,164
18,888
$ 4,720,317
$ 3,012,203
821,425
69,476
579,153
16,273
$ 4,498,530
$ 2,857,666
845,672
78,681
431,751
22,699
$ 4,236,469
$ 2,578,773
680,449
36,321
298,408
29,330
$ 3,623,281
$ 1,773,296
470,484
24,100
219,676
32,137
$ 2,519,693
$
$
$
$
$
$
$
$
$
$
986
19,511
$
—
15,279
—
$
35,776
— $
679
—
8,202
—
$
8,881
$
17
698
—
1,761
—
$
2,476
— $
5,249
781
3,542
—
$
9,572
3,446
13,024
$
—
7,723
—
$
24,193
— $
7,602
809
1,772
—
$
10,183
192
6,326
$
—
865
—
$
7,383
$
2,280
5,936
839
2,107
—
$
11,162
1,500
1,913
$
—
3,625
—
$
7,038
— $
2,414
—
13,887
—
$
16,301
12,414
17,304
—
6,472
—
$ 3,053,556
747,807
55,832
918,676
18,888
$ 4,794,759
—
9,316
—
$ 3,015,100
834,042
70,257
600,213
16,273
$ 4,535,885
36,190
2,897
6,689
18,902
651
2,871
697
8,559
12,778
$ 2,861,763
869,169
80,187
449,805
22,699
$ 4,283,623
—
4,037
9,399
—
— $ 2,581,245
696,748
37,160
310,779
29,330
$ 3,655,262
—
13,436
6,093
2,148
—
753
—
8,994
$ 1,780,889
476,959
24,100
237,941
32,137
$ 2,552,026
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 allowance for credit
losses through a charge to provision for credit 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 credit 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
ninety days delinquent (“other impaired loans”) which we believe are not likely to be collected in accordance with contractual
terms of the loans.
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Table of Contents
Allowance for Credit Losses. The following table summarizes the activity in our ACL related to loans for the year ended
December 31:
(dollars in thousands)
2020:
Real estate loans:
Residential properties
Commercial properties
Land and construction
Commercial and industrial loans
Consumer loans
Total
2019:
Real estate loans:
Residential properties
Commercial properties
Land and construction
Commercial and industrial loans
Consumer loans
Total
2018:
Real estate loans:
Residential properties
Commercial properties
Land and construction
Commercial and industrial loans
Consumer loans
Total
2017:
Real estate loans:
Residential properties
Commercial properties
Land and construction
Commercial and industrial loans
Consumer loans
Total
2016:
Real estate loans:
Residential properties
Commercial properties
Land and construction
Commercial and industrial loans
Consumer loans
Total
Beginning
Balance
Adoption of
Ending
ASC 326 Credit Losses Charge-offs Recoveries Balance
Provision for
$
$
$
$
$
$
$
$
$
$
8,423
4,166
573
7,448
190
20,800
9,216
4,547
391
4,628
218
19,000
9,715
4,399
395
3,624
267
18,400
6,669
2,983
233
5,227
288
15,400
6,799
1,813
103
1,649
236
10,600
$
$
$
$
$
$
$
$
$
$
$
363
3,760
92
—
—
$
4,215
— $
—
—
—
—
— $
— $
—
—
—
—
— $
— $
—
—
—
—
— $
— $
—
—
—
—
— $
(3,671)
785
227
2,642
43
26
(793)
(381)
182
3,653
(24)
2,637
(499)
359
(4)
4,413
(49)
4,220
3,046
1,416
162
(1,841)
(21)
2,762
(130)
1,051
130
3,578
52
4,681
$
$
$
$
$
$
$
$
$
$
— $
—
—
(1,844)
—
$
(1,844)
— $
—
—
(2,687)
(5)
(2,692)
$
— $
(211)
—
(3,978)
—
$
(4,189)
— $
—
—
—
—
— $
— $
(50)
—
—
—
$
(50)
— $
—
—
1,003
—
$
1,003
— $
—
—
1,854
1
1,855
$
— $
—
—
569
—
$
569
— $
—
—
238
—
$
238
— $
169
—
—
—
$
169
5,115
8,711
892
9,249
233
24,200
8,423
4,166
573
7,448
190
20,800
9,216
4,547
391
4,628
218
19,000
9,715
4,399
395
3,624
267
18,400
6,669
2,983
233
5,227
288
15,400
Excluding the loans acquired in an acquisition and any related allocated ACL for loans, our ACL related to loans
represented 0.50% and 0.49% of total loans outstanding as of December 31, 2020, and December 31, 2019, respectively.
The amount of the ACL for loans is adjusted periodically by charges to operations (referred to in our income statement
as the “provision for credit losses”) (i) to replenish the ACL after it has been reduced due to loan write-downs or charge-offs,
(ii) to reflect increases in the volume of outstanding loans, and (iii) to take account of changes in the risk of potential 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 ACL. Moreover, the duration and
anticipated effects of prevailing economic conditions or trends can be uncertain and can be affected by a number of risks and
circumstances that are outside of our control. If
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changes in economic or market conditions or unexpected subsequent events were to occur, or if changes were made to bank
regulatory guidelines or industry standards that are used to assess the sufficiency of the ACL, it could become necessary for us to
incur additional, and possibly significant, charges to increase the ACL, which would have the effect of reducing our income.
In addition, the FDIC and the DFPI, as an integral part of their examination processes, periodically review the adequacy
of our ACL. These agencies may require us to make additional provisions for loan losses, over and above the provisions that we
have already made, the effect of which would be to reduce our income.
On January 1, 2020, we adopted a new accounting standard which replaces the “incurred loss” model for measuring
credit losses discussed above with a new “expected loss” model. See “Note 1: Summary of Significant Accounting Policies—
New Accounting Pronouncements” for additional details.
The following table presents the balance in the ACL and the recorded investment in loans by impairment method at
December 31:
(dollars in thousands)
Individually Collectively Deteriorated
Total
Evaluated for Impairment
Purchased
Credit
Unaccreted Credit
Component
Other Loans
2020:
Allowance for credit losses:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Loans:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
2019:
Allowance for credit losses:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Loans:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
2018:
Allowance for credit losses:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
$
$
$
$
$
$
$
$
$
$
— $
—
—
—
—
— $
5,115
8,711
892
9,249
233
24,200
284
5,495
—
294
—
6,073
$ 3,053,556
747,807
55,832
918,676
18,888
$ 4,794,759
— $
—
—
—
—
— $
8,423
4,166
573
7,448
190
20,800
3,327
781
408
— $ 3,015,100
834,042
70,257
600,213
16,273
$ 4,535,885
—
4,516
— $
—
—
—
—
— $
9,216
4,547
391
4,628
218
19,000
$
$
$
$
$
$
$
$
$
$
1,013
1,048
6
277
1
2,345
189,339
201,370
28,660
24,143
253
443,765
1,724
1,779
84
633
3
4,223
$
$
$
$
$
$
$
1,059
374
—
956
—
$
2,389
4,056
8,337
892
8,293
233
21,811
12,414
17,304
—
6,472
—
$ 3,040,858
725,008
55,832
911,910
18,888
$ 4,752,496
$
36,190
— $
107
—
763
—
$
870
8,423
4,059
573
6,685
190
19,930
2,897
6,689
9,316
—
—
$ 3,012,203
824,026
69,476
590,489
16,273
$ 4,512,467
$
18,902
$
$
— $
126
—
290
—
$
416
9,216
4,421
391
4,338
218
18,584
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Loans:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
2017:
Allowance for credit losses:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Loans:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
2016:
Allowance for credit losses:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Loans:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
$
651
2,871
697
8,559
$
12,778
—
$ 2,861,112
860,835
78,681
440,437
22,699
$ 4,263,764
— $
—
—
909
—
$
909
9,715
4,399
395
2,715
267
17,491
4,037
9,399
—
— $ 2,581,245
691,632
(837)
299,539
29,330
$ 3,600,909
—
13,436
— $
—
—
—
—
— $
6,669
2,983
233
5,227
288
15,400
$
$
$
$
$
$
$
6,093
2,148
—
753
—
$ 1,774,796
474,634
24,100
233,992
32,127
$ 2,539,649
$
8,994
$
$
$
$
$
$
$
$
$
$
5,463
809
809
— $ 2,861,763
869,169
80,187
449,805
22,699
$ 4,283,623
—
7,081
— $
—
—
—
—
— $
9,715
4,399
395
3,624
267
18,400
— $ 2,581,245
696,748
—
310,779
29,330
$ 3,618,102
1,079
837
1,841
3,757
—
— $
—
—
—
—
— $
6,669
2,983
233
5,227
288
15,400
177
—
— $ 1,780,889
476,959
24,100
237,941
32,127
$ 2,552,016
—
3,373
3,196
$
$
$
$
$
$
$
$
$
$
241,698
275,516
41,132
61,183
366
619,895
248
1,449
4
1,204
100
3,005
26,605
168,057
167
62,849
2,899
260,577
128
136
2
147
19
432
12,373
24,796
437
20,165
1,266
59,037
The column labeled “Unaccreted Credit Component Other Loans” represents the amount of unaccreted credit
component discount for the other loans acquired in acquisitions, and the stated principal balance of the related loans. The
discount is equal to 0.53% of the stated principal balance of these loans as of December 31, 2019. In addition to this unaccreted
credit component discount, an additional $0.3 million of the ACL were provided for these loans as of December 31, 2019.
Liquidity
Liquidity management focuses on our ability to generate, on a timely and cost-effective basis, cash sufficient to meet the
funding needs of current loan demand, deposit withdrawals, principal and interest payments with respect to outstanding
borrowings and to pay operating expenses. Our liquidity management is both a daily and long-term function of funds
management. Liquid assets are generally invested in marketable securities or held as cash at the FRBSF 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
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Table of Contents
of FFI common stock. The remaining balances of the Company’s lines of credit available to draw down totaled $2.4 billion at
December 31, 2020.
Cash Flows Provided by Operating Activities. During the year ended December 31, 2020, operating activities provided
net cash of $70 million, comprised primarily of our net income of $84 million and $13 million increase in other liabilities, offset
partially by a $36 million increase in other assets. During the year ended December 31, 2019, operating activities provided net
cash of $60 million, comprised primarily of our net income of $56 million and $6 million increase in other liabilities.
Cash Flows Used in Investing Activities. During the year ended December 31, 2020, investing activities used net cash of
$28 million, primarily to fund a $798 million net increase in loans and $56 million in purchases of securities AFS, offset partially
by $553 million in proceeds from loan sales, and $270 million in principal collections of securities AFS. During the year ended
December 31, 2019, investing activities used net cash of $427 million, primarily to fund a $803 million net increase in loans and
$578 million in purchases of securities AFS, offset partially by $574 million in proceeds from loan sales, and $379 million in
principal collections of securities AFS.
Cash Flow Provided by Financing Activities. During the year ended December 31, 2020, financing activities provided
net cash of $522 million, consisting primarily of a net increase of $1.0 billion in deposits, offset partially by a $478 million
decrease in FHLB advances, $12 million in dividends paid and $12 million paid in swap settlements. During the year ended
December 31, 2019, financing activities provided net cash of $365 million, consisting primarily of a net increase of $358 million
in deposits and $35 million increase in borrowings, offset partially by $9 million in dividends paid and $20 million paid swap
settlements.
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 December 31, 2020 and 2019, the loan-to-deposit ratios at FFB were 90%, and 103%, respectively.
Contractual Obligations
The following table summarizes the indicated contractual obligations of the Company as of the December 31, 2020:
(dollars in thousands)
FHLB Advances
FFI line of credit loan
Operating lease obligations
Total
Off-Balance Sheet Arrangements
Payments Due by Period
Total
Less Than
1 Year
1 – 3 Years 3 – 5 Years 5 Years
More Than
$ 255,000
14,000
18,618
$ 287,618
— $
$ 255,000
$
—
6,392
$ 261,392
14,000
7,885
$ 21,885
— $
—
3,543
$ 3,543
$
—
—
798
798
The following table provides the off-balance sheet arrangements of the Company as of December 31, 2020:
(dollars in thousands)
Commitments to fund new loans
Commitments to fund under existing loans, lines of credit
Commitments under standby letters of credit
$
36,143
517,169
15,589
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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 December 31, 2020,
FFB was obligated on $277 million of letters of credit to the FHLB which were being used as collateral for public fund deposits,
including $263 million of deposits from the State of California.
Asset and Liability Management: Interest Rate Risk
Interest rate risk is inherent in financial services businesses. Management of interest-earning assets and interest-bearing
liabilities in terms of rate and maturity has an important effect on our liquidity and net interest margin. Interest rate risk results
from interest-earning assets and interest-bearing liabilities maturing or repricing at different times, on a different basis or in
unequal amounts. The Board of Directors of FFB approves policies and limits governing the management of interest rate risk.
The asset / liability committee formed by these policies is responsible for monitoring our interest rate risk and providing periodic
reports to the Board of Directors regarding our compliance with these policies and limits. We have established three primary
measurement processes to quantify and manage our interest rate risk. These include: (i) gap analysis which measures the
repricing mismatches of asset and liability cash flows; (ii) net interest income simulations which are used to measure the impact
of instantaneous parallel changes in interest rates on net interest income over a 12 month forecast period; and (iii) economic value
of equity calculations which measure the sensitivity of our economic value of equity to simultaneous parallel changes in interest
rates.
Gap Analysis. Under this analysis, rate sensitivity is measured by the extent to which our interest-earning assets and
interest-bearing liabilities reprice or mature at different times. Rate sensitivity gaps in which the repricing of interest-earning
assets exceed the repricing of interest-bearing liabilities tend to produce an expanded net yield on interest-earning assets in rising
interest rate environments and a reduced net yield on interest-earning assets in declining interest rate environments. Conversely,
when the repricing of interest-bearing liabilities exceed the repricing of interest-earning assets, the net yield on interest-earning
assets generally declines in rising interest rate environments and increases in declining interest rate environments. The following
table sets forth the interest-earning assets and interest-bearing liabilities on the basis of when they reprice or mature as of
December 31, 2020:
(dollars in thousands)
Less than
1 year
From 1 to
3 Years
From 3 to
5 Years
Over 5 Years
Total
Interest-earnings assets:
Cash equivalents
Securities, FHLB stock
Loans
Interest-bearing liabilities:
Deposits:
Interest-bearing checking
Money market and savings
Certificates of deposit
Borrowings
Net: Current Period
Net: Cumulative
$
$
629,067
689,672
2,219,812
— $
— $
— $
73,420
1,826,815
12,591
893,067
17,152
302,283
629,067
792,835
5,241,977
—
—
(16,752)
(14,000)
(872,484)
(2,412,038)
(963,636)
(255,000)
(964,607) $ 1,869,483
904,876
(964,607) $
$
$
—
—
(579)
—
—
—
(34)
—
$
905,079
$ 1,809,955
$
319,401
$ 2,129,356
(872,484)
(2,412,038)
(981,001)
(269,000)
$ 2,129,356
The cumulative positive total of $2.1 billion reflects the funding provided by noninterest-bearing deposits and equity.
Because we had a $1.0 billion net negative position at December 31, 2020 for the repricing period of less than one year, the result
of this analysis indicate that we would be adversely impacted by a short term increase in interest rates and would benefit from a
short term decrease in interest rates.
However, the extent to which our net interest margin will be impacted by changes in prevailing interest rates will
depend on a number of factors, including how quickly interest-earning assets and interest-bearing liabilities react to interest rate
changes. It is not uncommon for rates on certain assets or liabilities to lag behind changes in the market rates of interest.
Additionally, prepayments of loans and early withdrawals of certificates of deposit could cause interest sensitivities to vary. As a
result, the relationship or “gap” between interest-earning assets and interest-bearing liabilities, as shown in the above table, is
only a general indicator of interest rate sensitivity and the effect of changing rates of interest
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on our net interest income is likely to be different from that predicted solely on the basis of the interest rate sensitivity analysis
set forth in the above table.
Net Interest Income Simulations (“NII”). Under this analysis, we use a simulation model to measure and evaluate
potential changes in our net interest income resulting from changes in interest rates. This model measures the impact of
instantaneous shocks of 100, 200, 300 and 400 basis points on our net interest income over a 12 month forecast period. The
computed changes to our net interest income between hypothetical rising and declining rate scenarios for the twelve month period
beginning December 31, 2020 are as follows:
Assumed Instantaneous Change in Interest Rates
+ 100 basis points
+ 200 basis points
+ 300 basis points
+ 400 basis points
- 100 basis points
Estimated Increase
(Decrease) in Net
Interest Income
(0.40)%
(0.16)%
0.02 %
0.16 %
2.47 %
The modeled one year NII results indicate that the bank would be adversely impacted in the up rate shock scenarios of
100 and 200 basis points and would be positively impacted in the up rate shock scenarios of 300 and 400 basis points. We would
be positively impacted in the down rate shock scenario of 100 basis points. We did not include rate shock scenarios below the
minus 100 basis points because we believe those scenarios are not meaningful for IRR modeling based on the current interest rate
environment.
Economic Value of Equity Calculations (“EVE”). The EVE measures the sensitivity of our market value equity to
simultaneous changes in interest rates. EVE is derived by subtracting the economic value of FFB’s liabilities from the economic
value of its assets, assuming current and hypothetical interest rate environments. EVE is based on all of the future cash flows
expected to be generated by the FFB’s current balance sheet, discounted to derive the economic value of FFB’s assets &
liabilities. These cash flows may change depending on the assumed interest rate environment and the resulting changes in other
assumptions, such as prepayment speeds. The computed changes to our economic value of equity between hypothetical rising and
declining rate scenarios as of December 31, 2020 are as follows:
Assumed Instantaneous Change in Interest Rates
+ 100 basis points
+ 200 basis points
+ 300 basis points
+ 400 basis points
- 100 basis points
- 200 basis points
Estimated Increase
(Decrease)
in Economic
Value of Equity
10.30 %
19.85 %
27.96 %
34.39 %
(10.37)%
(27.79)%
We did not include scenarios below the minus 200 basis point scenario because we believe those scenarios are not
meaningful based on current interest rate levels. The EVE results indicate that we would benefit from a short term increase in
interest rates and adversely impacted by a short term decrease in interest rates. This differs from the NII results because, in the
current interest rate environment, assumed interest rate floors for loans eliminate the benefit normally derived for loans in a
declining interest rate environment. The results of the EVE are hypothetical, and a variety of factors might cause actual results to
differ substantially from what is depicted. These could include, but are not limited to, non-parallel yield curve shifts, changes in
market interest rate spreads and the actual reaction to changes in interest rate levels of interest-earning assets and interest-bearing
liabilities. It is not uncommon for rates on certain assets or liabilities to lag behind changes in the market rates of interest.
Additionally, prepayments of loans and early withdrawals of certificates of deposit could cause interest sensitivities to vary.
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The results of these analyses and simulations do not contemplate all of the actions that we may undertake in response to
changes in interest rates. In response to actual or anticipated changes in interest rates, we have various alternatives for managing
and reducing FFB’s exposure to interest rate risk, such as entering into hedges and obtaining long-term fixed rate FHLB
advances.
Capital Resources and Dividends
The Capital Rules apply to United States based bank holding companies and federally insured depository institutions
and require the Company (on a consolidated basis) and FFB (on a stand-alone basis) to meet specific capital adequacy
requirements that, for the most part, involve quantitative measures, primarily in terms of the ratios of their capital to their assets,
liabilities, and certain off-balance sheet items, calculated under regulatory accounting practices. For additional information
regarding these Capital Rules, see Item 1 “Business —Supervision and Regulation—Capital Requirements Applicable to Banks
and Bank Holding Companies” in Part I above.
In addition, prompt correct action regulations place a federally insured depository institution, such as FFB, into one of
five capital categories on the basis of its capital ratios: (i) well capitalized; (ii) adequately capitalized; (iii) undercapitalized;
(iv) significantly undercapitalized; or (v) critically undercapitalized. A depository institution’s primary federal regulatory agency
may determine that, based on certain qualitative assessments, the depository institution should be assigned to a lower capital
category than the one indicated by its capital ratios. At each successive lower capital category, a depository institution is subject
to greater operating restrictions and increased regulatory supervision by its federal bank regulatory agency.
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The following table sets forth the capital and capital ratios of FFI (on a consolidated basis) and FFB (on a stand-alone
basis) as of the respective dates and as compared to the respective regulatory requirements applicable to them:
(dollars in thousands)
FFI
December 31, 2020
CET1 capital ratio
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
December 31, 2019
CET1 capital ratio
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
December 31, 2018
CET1 capital ratio
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
FFB
December 31, 2020
CET1 capital ratio
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
December 31, 2019
CET1 capital ratio
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
December 31, 2018
CET1 capital ratio
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
Actual
Amount
Ratio
For Capital
Adequacy Purposes
Ratio
Amount
To Be Well Capitalized
Under Prompt Corrective
Action Provisions
Amount
Ratio
$
$
$
$
$
$
589,276
589,276
589,276
620,700
513,083
513,083
513,083
537,048
460,600
460,600
460,600
481,476
591,171
591,171
591,171
622,595
510,142
510,142
510,142
534,107
453,248
453,248
453,248
474,124
11.55 % $
8.93 %
11.55 %
12.17 %
10.65 % $
8.25 %
10.65 %
11.15 %
10.67 % $
8.39 %
10.67 %
11.16 %
11.63 % $
8.98 %
11.63 %
12.25 %
10.62 % $
8.22 %
10.62 %
11.12 %
10.51 % $
8.26 %
10.51 %
10.99 %
229,490
263,986
305,987
407,982
216,782
248,798
289,043
385,390
194,179
219,694
258,906
345,207
228,703
263,330
304,938
406,583
216,063
248,119
288,084
384,112
194,058
219,568
258,744
344,992
4.50 %
4.00 %
6.00 %
8.00 %
4.50 %
4.00 %
6.00 %
8.00 %
4.50 %
4.00 %
6.00 %
8.00 %
4.50 % $
4.00 %
6.00 %
8.00 %
4.50 % $
4.00 %
6.00 %
8.00 %
4.50 % $
4.00 %
6.00 %
8.00 %
330,349
329,162
406,583
508,229
312,091
310,148
384,112
480,140
280,306
274,461
344,992
431,240
6.50 %
5.00 %
8.00 %
10.00 %
6.50 %
5.00 %
8.00 %
10.00 %
6.50 %
5.00 %
8.00 %
10.00 %
As of each of the dates set forth in the above table, the Company exceeded the minimum required capital ratios
applicable to it and FFB’s capital ratios exceeded the minimums necessary to qualify as a well-capitalized depository institution
under the prompt corrective action regulations. The required ratios for capital adequacy set forth in the above table do not include
the Capital Rules’ additional capital conservation buffer, though each of the Company and FFB maintained capital ratios
necessary to satisfy the capital conservation buffer requirements as of the dates indicated.
As of December 31, 2020, the amount of capital at FFB in excess of amounts required to be well capitalized for
purposes of the prompt corrective action regulations was $261 million for the CET1 capital ratio, $262 million for the Tier 1
Leverage Ratio, $185 million for the Tier 1 risk-based capital ratio and $114 million for the Total risk-based capital ratio.
During the year ended December 31, 2019, FFI made capital contributions to FFB of $10 million. As of December 31,
2020, FFI had $10.9 million of available capital and, therefore, has the ability and financial resources to contribute additional
capital to FFB, if needed.
On January 26, 2021, the Board of Directors declared a quarterly cash dividend of $0.09 per common share to be paid
on February 15, 2021 to stockholders of record as of the close of business on February 5, 2021. It is our current intention to
continue to pay quarterly dividends. The amount and declaration of future cash dividends are subject to approval by our Board of
Directors and certain regulatory restrictions which are discussed in Item 1 “Business—Supervision and Regulation—Dividends
and Stock Repurchases” in Part I above. Additionally, under the terms of the holding company line of credit agreement, FFI may
only declare and pay a dividend if the total amount of dividends and
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stock repurchases during the current twelve months does not exceed 50% of FFI’s net income for the same twelve month period.
We paid $12.5 million ($0.28 per share) and $8.9 million ($0.20 per share) in dividends in 2020 and 2019, respectively. We did
not pay dividends in 2018.
We had no material commitments for capital expenditures as of December 31, 2020. However, we intend to take
advantage of opportunities that may arise in the future to grow our businesses, which may include opening additional offices or
acquiring complementary businesses that we believe will provide us with attractive risk-adjusted returns. As a result, we may
seek to obtain additional borrowings and to sell additional shares of our common stock to raise funds which we might need for
these purposes. There is no assurance, however, that, if required, we will succeed in obtaining additional borrowings or selling
additional shares of our common stock on terms that are acceptable to us, if at all, as this will depend on market conditions and
other factors outside of our control, as well as our future results of operations. See Item 1A – “Risk Factors” in Part I above for
information regarding the impact that future sales of our common stock may have on the share ownership of our existing
stockholders.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures regarding market risk in the Company’s portfolio, please see Item 7
“Management’s Discussion and Analysis—Asset and Liability Management: Interest Rate Risk” in Part II above.
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Item 8. Financial Statements and Supplementary Data
FIRST FOUNDATION INC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
Consolidated Balance Sheets: December 31, 2020 and December 31, 2019
Consolidated Income Statements: Years Ended December 31, 2020, December 31, 2019, and December 31, 2018
Consolidated Statements of Comprehensive Income: Years Ended December 31, 2020, December 31, 2019,
and December 31, 2018
Consolidated Statements of Changes in Shareholders’ Equity: Years Ended December 31, 2020, December 31, 2019,
and December 31, 2018
Consolidated Statements of Cash Flows: Years Ended December 31, 2020, December 31, 2019, and December 31, 2018
Notes to the Consolidated Financial Statements
70
73
74
75
76
77
78
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Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
First Foundation Inc.
Irvine, California
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of First Foundation Inc. (the "Company") as of December 31,
2020 and 2019, the related consolidated income statements and statements of comprehensive income, changes in shareholders'
equity, and cash flows, for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively
referred to as the "consolidated financial statements"). We have also audited the Company’s internal control over financial
reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework: (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The consolidated financial statements of the Company for the year ended December 31, 2018 were audited by other auditors
whose report dated March 1, 2019, expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the
years in the two-year period ended December 31, 2020 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework: (2013) issued by
COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for the
recognition and measurement of credit losses as of January 1, 2020 due to the adoption of ASC Topic 326, Financial Instruments
– Credit Losses.
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Basis for Opinion
The Company’s management is responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company's financial statements and an opinion on the Company’s internal control over financial reporting based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the
accounts or disclosures to which it relates.
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Allowance for Credit Losses – Loans
The Company has a gross loan portfolio of $4.8 billion and related allowance for credit losses – loans (ACL) of $24.2 million as
of December 31, 2020, respectively. As discussed in Notes 1 and 5 to the financial statements, effective January 1, 2020, the
Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments which resulted in no cumulative effect adjustment upon adoption. The ACL represents management’s estimate of
expected credit losses over the contractual life of the loan portfolio. The ACL is estimated using relevant available information
relating to past events, current economic conditions, and reasonable and supportable forecasts, as well as qualitative adjustments
applied on a portfolio segment basis. The qualitative adjustments are used to bring the ACL to the level management believes is
appropriate based on factors that are otherwise unaccounted for in the quantitative process.
Auditing these complex judgments and assumptions involves especially challenging auditor judgment due to the nature and
extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge
needed.
Our considerations and procedures performed to address this critical audit matter included:
●
●
●
●
●
Obtaining an understanding of the Company’s process for establishing the ACL, including the models selected by
management to estimate quantitative components of the ACL and qualitative adjustments made to the ACL. This
includes the process utilized by management to challenge the model results and determine the best estimate of the ACL
as of the balance sheet date.
Evaluating the design and testing the operating effectiveness of controls relating to the development and approval of the
ACL methodology, management’s identification and determination of the significant assumptions used in the
Probability of Default (PD) and Loss given Default (LgD) models, controls around the reliability and accuracy of the
data used in the models, analysis of the ACL results and management’s review and approval of the ACL.
Evaluating the appropriateness of the model methodology used to incorporate a reasonable and supportable forecast
period and reversion to historical loss rates by inspecting the model documentation and by comparing it to relevant
industry practices.
Determining whether the loan portfolio is segmented by similar risk characteristics by comparing to the Company’s
business environment and relevant industry practices.
Evaluating the identification and measurement of the qualitative adjustments, including the basis for concluding an
adjustment was warranted and compared the adjustments utilized by management to both internal portfolio metrics and
external macroeconomic data to support the adjustments and evaluated the trends in such adjustments. We searched for
and evaluated information that corroborates or contradicts management’s reasonable and supportable forecast as well as
identification and measurement of qualitative factors.
We have served as the Company’s auditor since 2019.
San Ramon, California
February 26, 2021
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FIRST FOUNDATION INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
Cash and cash equivalents
Securities available-for-sale
Allowance for credit losses - investments
ASSETS
Net securities
Loans held for sale
Loans held for investment
Allowance for credit losses - loans
Net loans
Investment in FHLB stock
Deferred taxes
Premises and equipment, net
goodwill and intangibles
Other assets
Total Assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits
Borrowings
Accounts payable and other liabilities
Total Liabilities
Shareholders’ Equity
Common Stock
Additional paid-in-capital
Retained earnings
Accumulated other comprehensive income (loss)
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity
December 31,
2020
2019
$
629,707
814,671
(7,245)
807,426
65,387
1,014,966
—
1,014,966
505,404
503,036
4,803,799
(24,200)
4,779,599
17,250
8,603
8,012
95,296
105,863
6,957,160
5,913,433
269,000
79,016
6,261,449
45
433,941
247,638
14,087
695,711
6,957,160
$
$
$
4,547,633
(20,800)
4,526,833
21,519
11,079
8,355
97,191
66,070
6,314,436
4,891,144
743,000
66,423
5,700,567
45
433,775
175,773
4,276
613,869
6,314,436
$
$
$
$
(See accompanying notes to the consolidated financial statements)
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FIRST FOUNDATION INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except share and per share amounts)
Interest income:
Loans
Securities
FHLB stock, fed funds sold and interest-bearing deposits
Total interest income
Interest expense:
Deposits
Borrowings
Total interest expense
Net interest income
Provision for credit losses
For the Year Ended December 31,
2020
2019
2018
$
$
216,798
25,688
1,405
243,891
$
220,951
25,004
2,805
248,760
186,211
16,855
4,240
207,306
39,432
7,815
47,247
64,182
14,624
78,806
38,776
12,920
51,696
196,644
169,954
155,610
6,746
2,637
4,220
Net interest income after provision for credit losses
189,898
167,317
151,390
Noninterest income:
Asset management, consulting and other fees
gain on sale of loans
Other income
Total noninterest income
Noninterest expense:
Compensation and benefits
Occupancy and depreciation
Professional services and marketing costs
Customer service costs
Other expenses
Total noninterest expense
Income before taxes on income
Taxes on income
Net income
Net income per share:
Basic
Diluted
Shares used in computation:
Basic
Diluted
29,465
15,140
10,042
54,647
73,868
23,892
8,045
7,445
12,528
125,778
118,767
34,398
84,369
1.89
1.88
$
$
$
28,658
4,218
8,900
41,776
69,933
20,905
7,417
17,858
13,481
129,594
79,499
23,260
56,239
1.26
1.25
$
$
$
28,748
419
6,604
35,771
67,508
19,779
8,583
15,077
16,128
127,075
60,086
17,128
42,958
1.02
1.01
$
$
$
44,639,430
44,900,805
44,617,361
44,911,265
42,092,361
42,567,108
(See accompanying notes to the consolidated financial statements)
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FIRST FOUNDATION INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income
Other comprehensive income:
Unrealized holding gains on securities arising during the period
Other comprehensive income before tax
Income tax expense related to items of other comprehensive income
Other comprehensive income
Less: Reclassification adjustment for gains (loss) included in net earnings
Income tax (expense) benefit related to reclassification adjustment
Reclassification adjustment for gains included in net earnings, net of tax
Other comprehensive income (loss), net of tax
Total comprehensive income
$
$
For the Year Ended December 31,
2019
56,239
2020
84,369
2018
42,958
$
$
13,866
13,866
(4,055)
9,811
—
—
—
9,811
94,180
7,674
7,674
(2,021)
5,653
(316)
92
(224)
5,429
$
61,668
$
5,567
5,567
(1,629)
3,938
—
—
—
3,938
46,896
(See accompanying notes to the consolidated financial statements)
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Balance: December 31, 2017
Net income
Other comprehensive income
Stock based compensation
Issuance of common stock:
Exercise of options
Stock grants – vesting of RSUs
Stock issued in acquisition
Capital raise
Stock repurchase
Balance: December 31, 2018
Net income
Other comprehensive income
Stock based compensation
Cash dividend
Stock repurchase
Issuance of common stock:
Exercise of options
Stock grants – vesting of Restricted
Stock Units
Stock repurchase
Balance: December 31, 2019
Net income
Other comprehensive income
Stock based compensation
Cash dividend
Issuance of common stock:
Exercise of options
Stock grants – vesting of Restricted
Stock Units
Stock Repurchase
Balance: December 31, 2020
FIRST FOUNDATION INC.
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS’ EQUITY
(In thousands, except share amounts)
Common Stock
Additional
Amount
Number
of Shares
38,207,766
—
—
—
308,334
154,884
5,234,593
625,730
(35,300)
44,496,007
$
—
—
—
—
—
132,536
(1,800)
44,670,743
$
—
—
—
—
Paid-in
Capital
314,501
—
—
2,637
2,356
—
101,494
11,341
(497)
$ 431,832
Retained
Earnings
Accumulated Other
Comprehensive
Income (Loss)
85,503
42,958
—
—
(5,091)
—
3,938
—
Total
394,951
42,958
3,938
2,637
—
—
—
—
—
$
$ 128,461
56,239
—
—
—
—
(8,927)
—
1,633
—
—
—
—
—
—
—
2,356
—
101,499
11,342
(497)
(1,153) $ 559,184
56,239
5,429
1,633
(8,927)
—
—
—
—
—
5,429
(1)
(23)
$ 433,775
—
—
2,082
$ 175,773
84,369
—
—
$
—
—
—
(12,504)
—
—
4,276
9,811
—
—
—
—
(23)
$ 613,869
84,369
9,811
2,082
(12,504)
38
—
—
—
—
—
5
1
—
44
—
—
—
—
—
1
—
45
—
—
—
—
44,000
—
334
—
—
334
117,500
—
908
—
—
908
103,741
(224,334)
44,667,650
$
—
—
—
45
(2,824)
$ 433,941
—
—
$
$ 247,638
—
—
—
(2,824)
$ 695,711
14,087
(See accompanying notes to the consolidated financial statements)
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FIRST FOUNDATION INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses - loans
Provision for credit losses - securities AFS
Stock–based compensation expense
Depreciation and amortization
Deferred tax (benefit) expense
Amortization of premium (discount) on securities
Amortization of core deposit intangible
Amortization of mortgage servicing rights - net
Amortization of premiums on purchased loans - net
gain on sale of REO
gain on sale of loans
Loss on sale of securities
(gain) loss from hedging activities
Valuation allowance on mortgage servicing rights
Increase in other assets
Increase in accounts payable and other liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities:
Net increase in loans
Proceeds from sale of loans
Proceeds from sale of REO
Purchase of premises and equipment
Recovery of allowance for credit losses
Purchases of AFS securities
Proceeds from sale of securities
Maturities of AFS securities
Cash in from merger
Sale (purchase) of FHLB stock, net
Net cash provided by (used in) investing activities
Cash Flows from Financing Activities:
Increase in deposits
Net (decrease) increase in FHLB advances
Line of credit net change – borrowings (paydowns), net
Dividends paid
Settlement of swap
Proceeds from sale of stock, net
Repurchase of stock
Net cash provided by financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of period
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes
Interest
Noncash transactions:
Transfer of loans to loans held for sale
Mortgage servicing rights from loan sales
Chargeoffs against allowance for credit losses
For the Year Ended December 31,
2020
2019
2018
$
84,369
$
56,239
$
42,958
25
7,245
2,075
3,205
(1,578)
309
1,895
1,535
8,384
—
(15,140)
—
—
1,424
(38,899)
12,593
67,442
(794,305)
553,148
—
(2,862)
1,003
(56,629)
—
270,480
—
4,269
(24,896)
1,022,289
(478,000)
4,000
(12,504)
(12,102)
915
(2,824)
521,774
564,320
65,387
629,707
31,310
56,991
561,502
3,853
1,844
$
$
$
$
$
$
$
$
$
$
$
$
2,637
—
1,633
3,019
(73)
(973)
2,291
1,295
(4,909)
(742)
(4,218)
316
(655)
—
(1,352)
5,929
60,437
(802,578)
573,897
1,557
(2,229)
1,855
(577,802)
283,893
95,580
—
(1,212)
(427,039)
358,176
30,000
5,000
(8,927)
(19,883)
334
(23)
364,677
(1,925)
67,312
65,387
23,624
75,149
554,837
1,861
2,692
$
$
$
$
$
$
4,220
—
2,637
2,751
1,192
(318)
2,043
1,076
(6,689)
—
(419)
—
354
—
(3,260)
4,436
50,981
(1,129,231)
674,019
2,577
(2,710)
569
(365,519)
9,982
81,199
47,582
1,982
(679,550)
611,856
(4,570)
(45,000)
—
—
13,698
(497)
575,487
(53,082)
120,394
67,312
16,646
46,043
1,027,478
2,646
4,189
(See accompanying notes to the consolidated financial statements)
77
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2020, 2019, and 2018
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
First Foundation Inc. (“FFI”) is a financial services holding company whose operations are conducted through 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 the
“Company”). FFI also has two inactive wholly owned subsidiaries, First Foundation Consulting (“FFC”) and First Foundation
Advisors, LLC (“FFA LLC”). In addition, FFA has set up a limited liability company, which is not included in these consolidated
financial statements, as a private investment fund to provide an investment vehicle for its clients. FFI is incorporated in the state
of Delaware. The corporate headquarters for all of the companies is located in Irvine, California. The Company has offices in
California, Nevada, and Hawaii.
FFA, established in 1985 and incorporated in the state of California, began operating in 1990 as a fee-based registered
investment advisor. FFA provides (i) investment management and financial planning services for high net-worth individuals,
retirement plans, charitable institutions and private foundations; (ii) financial, investment and economic advisory and related
services to high net-worth individuals and their families, family-owned businesses, and other related organizations; and
(iii) support services involving the processing and transmission of financial and economic data for charitable organizations. At
the end of 2020, these services were provided to approximately 1,500 clients, primarily located in Southern California, with an
aggregate of $4.9 billion of assets under management.
The Bank commenced operations in 2007, is incorporated in the state of California and currently operates in California,
Nevada, and in Hawaii. The Bank offers a wide range of deposit instruments including personal and business checking and
savings accounts, including interest-bearing negotiable order of withdrawal accounts, money market accounts, and time
certificates of deposit (“CD”) accounts. As a lender, the Bank originates, and retains for its portfolio, loans secured by real estate
and commercial loans. Approximately 91% of the Bank’s loans are to clients located in California. The Bank also offers a wide
range of specialized services including trust services, on-line banking, remote deposit capture, merchant credit card services,
ATM cards, Visa debit cards, business sweep accounts, and through FFIS, insurance brokerage services. The Bank has a state
non-member bank charter and is subject to continued examination by the California Department of Financial Protection and
Innovation and the Federal Deposit Insurance Corporation (“FDIC”).
At December 31, 2020, the Company employed 502 employees.
Basis of Presentation
The consolidated financial statements have been prepared in conformity with U. S. generally accepted accounting
standards 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 during the reporting periods and related disclosures. Actual results could differ significantly
from those estimates.
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All inter-
company balances and transactions have been eliminated in consolidation.
Variable Interest Entities
The Company may have variable interests in Variable Interest Entities (“VIEs”) arising from debt, equity or other
monetary interests in an entity, which change with fluctuations in the fair value of the entity’s assets. VIEs are entities that, by
design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating
to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the
right to receive the residual returns of the entity. The primary beneficiary of a VIE (i.e., the party that has a controlling financial
interest) is required to consolidate the assets and liabilities of the VIE. The primary beneficiary is the party that has both (1) the
power to direct the activities of an entity that most significantly impact the VIE’s economic performance; and (2) through its
interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be
significant to the VIE.
The Company has sold loans, in 2020, 2019, 2018, 2016 and 2015, through securitizations sponsored by a government
sponsored entity, Freddie Mac, who also provided credit enhancement of the loans through certain guarantee provisions. The
Company retained the right to provide servicing for the loans except for special servicing for which an unrelated third party was
engaged by the VIE. For the 2016 and 2015 securitizations, the Company acquired the “B” piece of the securitizations, which is
structured to absorb any losses from the securitizations, and interest only strips from the securitization. For the 2020, 2019, and
2018 securitizations, the Company provides collateral to support its obligation to reimburse for credit losses incurred on loans in
the securitization. Because the Company does not act as the special servicer for the VIE and because of the power of Freddie Mac
over the VIE that holds the assets from the mortgage loan securitizations, the Company is not the primary beneficiary of the VIE
and therefore the VIE is not consolidated.
Reclassifications
Certain amounts in the 2019 consolidated financial statements have been reclassified to conform to the 2020
presentation.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash, due from banks, certificates of deposits
with maturities of less than ninety days, investment securities with original maturities of less than ninety days, money market
mutual funds and federal funds sold. At times, the Bank maintains cash at major financial institutions in excess of FDIC insured
limits. However, as the Bank places these deposits with major well-capitalized financial institutions and monitors the financial
condition of these institutions, management believes the risk of loss to be minimal. The Bank maintains most of its excess cash at
the Federal Reserve Bank, with well-capitalized correspondent banks or with other depository institutions at amounts less than
the FDIC insured limits. At December 31, 2020, included in cash and cash equivalents were $623 million in funds held at the
Federal Reserve Bank.
Banking regulations require that banks maintain a percentage of their deposits as reserves in cash or on deposit with the
Federal Reserve Bank. The Bank was in compliance with its reserve requirements as of December 31, 2020.
Certificates of Deposit
From time to time, the Company may invest funds with other financial institutions through certificates of deposit.
Certificates of deposit with maturities of less than ninety days are included as cash and cash equivalents. Certificates of deposit
are carried at cost.
Investment Securities
Investment securities for which the Company has the positive intent and ability to hold to maturity are reported at cost,
adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity.
Investments not classified as trading securities nor as held-to-maturity securities are classified as available-for-sale securities and
recorded at fair value. Unrealized gains or losses on available-for-sale securities are excluded from net income and reported as an
amount net of taxes as a separate component of other comprehensive income
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
included in shareholders’ equity. Premiums or discounts on held-to-maturity and available-for-sale securities are amortized or
accreted into income using the interest method.
Loan Origination Fees and Costs
Loan origination fees and direct costs associated with lending are deferred and amortized to interest income as an
adjustment to yield over the respective lives of the loans using the interest method. The amortization of deferred fees and costs is
discontinued on loans that are placed on nonaccrual status. When a loan is paid off, any unamortized deferred fees and costs are
recognized in interest income.
Loans Held for Investment
Loans held for investment are reported at the principal amount outstanding, net of cumulative chargeoffs, interest
applied to principal (for loans accounted for using the cost recovery method), unamortized net deferred loan origination fees and
costs and unamortized premiums or discounts on purchased loans. Interest on loans is accrued and recognized as interest income
at the contractual rate of interest. When a loan is designated as held for investment, the intent is to hold these loans for the
foreseeable future or until maturity or payoff. If subsequent changes occur, the Company may change its intent to hold these
loans. Once a determination has been made to sell such loans, they are immediately transferred to loans held for sale and carried
at the lower of cost or fair value.
Loans Held for Sale
Loans designated for sale through securitization or in the secondary market are classified as loans held for sale. Loans
held for sale are accounted for at the lower of amortized cost or fair value. The fair value of loans held for sale is generally based
on observable market prices from other loans in the secondary market that have similar collateral, credit, and interest rate
characteristics. If quoted market prices are not readily available, the Company may consider other observable market data such as
dealer quotes for similar loans or forward sale commitments. In certain cases, the fair value may be based on a discounted cash
flow model. Related gains and losses are recognized in net gain on mortgage loan origination and sale activities.
Nonaccrual Loans
Loans are placed on nonaccrual status when the full and timely collection of principal and interest is doubtful, generally
when the loan becomes 90 days or more past due for principal or interest payment. All payments received on nonaccrual loans
are accounted for using the cost recovery method. Under the cost recovery method, all cash collected is applied to first reduce the
principal balance. A loan may be returned to accrual status if all delinquent principal and interest payments are brought current
and the collectability of the remaining principal and interest payments in accordance with the loan agreement is reasonably
assured. Loans that are well secured and in the collection process may be maintained on accrual status, even if they are 90 days or
more past due.
Purchased Credit Deteriorated Loans
The Company may purchase individual loans and groups of loans which have shown evidence of credit deterioration
and are considered credit impaired. Purchased credit deteriorated loans are recorded at the amount paid and there is no carryover
of the seller’s allowance for credit losses.
Purchased credit deteriorated (“PCD”) loans are accounted for individually or aggregated into pools of loans based on
common risk characteristics such as, credit score, loan type, and date of origination. The Company estimates the amount and
timing of expected cash flows for each loan or pool, and the expected cash flows in excess of amount paid are recorded as interest
income over the remaining life of the loan or pool (accretable yield). The excess of the loan’s or pool’s contractual principal and
interest over expected cash flows is not recorded (nonaccretable difference). Over the life of the
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
loan or pool, expected cash flows continue to be estimated. If the present value of expected cash flows is less than the carrying
amount, a loss is recorded by an increase in the allowance for credit losses. If the present value of expected cash flows is greater
than the carrying amount, it is recognized as part of future interest income.
Allowance for Credit Losses
The allowance for credit losses is a valuation allowance for probable incurred credit losses. Provisions for credit losses
are charged to operations based on management’s evaluation of the estimated losses in its loan portfolio. The major factors
considered in evaluating losses are historical charge-off experience, delinquency rates, local and national economic conditions,
the borrower’s ability to repay the loan and timing of repayments, and the value of any related collateral. Management’s estimate
of fair value of the collateral considers current and anticipated future real estate market conditions, thereby causing these
estimates to be particularly susceptible to changes that could result in a material adjustment to results of operations in the future.
Recovery of the carrying value of such loans and related real estate is dependent, to a great extent, on economic, operating and
other conditions that may be beyond the Bank’s control.
The Bank’s primary regulatory agencies periodically review the allowance for credit losses and such agencies may
require the Bank to recognize additions to the allowance based on information and factors available to them at the time of their
examinations. Accordingly, no assurance can be given that the Bank will not recognize additional provisions for credit losses
with respect to its loan portfolio.
The allowance consists of specific and general reserves. Specific reserves relate to loans that are individually classified
as impaired. Credit losses are charged against the allowance when management believes a loan balance is uncollectible.
Subsequent recoveries, if any, are credited to the allowance. Allocations of the allowance may be made for specific loans, but the
entire allowance is available for any loan that, in management’s judgment, should be charged off.
The Bank considers a loan to be impaired when, based upon current information and events, it believes it is probable
that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Bank bases
the measurement of loan 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 loan’s collateral properties. Impairment losses are included in the allowance for
credit losses through a charge to provision for credit losses. Adjustments to impairment losses due to changes in the fair value of
impaired loans’ collateral properties are included in the provision for credit losses. The Bank’s impaired loans include
nonaccrual loans (excluding those collectively reviewed for impairment), certain restructured loans and certain performing loans
less than ninety days delinquent that the Bank believes will likely not be collected in accordance with contractual terms of the
loans. Loans, for which the terms have been modified resulting in a concession, and for which the borrower is experiencing
financial difficulties, are generally considered troubled debt restructurings and classified as impaired.
Commercial loans and loans secured by multifamily and commercial real estate are individually evaluated for
impairment. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of
estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the
collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are
collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosures.
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value
of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a
collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that
subsequently default, the Bank determines the amount of reserve in accordance with the accounting policy for the allowance for
credit losses.
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
general reserves cover non-impaired loans and are based on historical loss rates for each portfolio segment, adjusted for
the effects of qualitative or environmental factors that are likely to cause estimated credit losses as of the evaluation date to differ
from the portfolio segment’s historical loss experience. Because the Bank has not experienced any meaningful amount of losses
in any of its current portfolio segments, the Bank calculates the historical loss rates on industry data, specifically loss rates
published by the FDIC. Qualitative factors include consideration of the following: changes in lending policies and procedures;
changes in economic conditions, changes in the nature and volume of the portfolio; changes in the experience, ability and depth
of lending management and other relevant staff; changes in the volume and severity of past due, nonaccrual and other adversely
graded loans; changes in the loan review system; changes in the value of the underlying collateral for collateral-dependent loans;
concentrations of credit and the effect of other external factors such as competition and legal and regulatory requirements.
Portfolio segments identified by the Bank include loans secured by residential real estate, including multifamily and
single family properties, loans secured by commercial real estate, loans secured by vacant land and construction loans,
commercial and industrial loans and consumer loans. Relevant risk characteristics for these portfolio segments generally include
debt service coverage, loan-to-value ratios and financial performance on non-consumer loans and debt-to income, collateral type
and loan-to-value ratios for consumer loans.
Financial Instruments
In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of
commitments to extend credit, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded
in the financial statements when they are funded or related fees are incurred or received.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over
transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the
right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the
Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their
maturity.
Real Estate Owned
Real estate owned (“REO”) represents the collateral acquired through foreclosure in full or partial satisfaction of the
related loan. REO is recorded at the fair value less estimated selling costs at the date of foreclosure. Any write-down at the date
of transfer is charged to the allowance for credit losses related to loans. The recognition of gains or losses on sales of REO is
dependent upon various factors relating to the nature of the property being sold and the terms of sale. REO values are reviewed
on an ongoing basis and any decline in value is recognized as foreclosed asset expense in the current period, as are the net
operating results from these assets.
Premises and Equipment
Premises and equipment are stated at cost, less accumulated depreciation and amortization, which is charged to expense
on a straight-line basis over the estimated useful lives of 3 to 10 years. Premises under leasehold improvements are amortized on
a straight-line basis over the term of the lease or the estimated useful life of the improvements, whichever is shorter. Expenditures
for major renewals and betterments of premises and equipment are capitalized and those for maintenance and repairs are charged
to expense as incurred. A valuation allowance is established for any impaired long-lived assets. The Company did not have
impaired long-lived assets as of December 31, 2020 or 2019.
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
Federal Home Loan Bank Stock
As a member of the Federal Home Loan Bank (“FHLB”), the Bank is required to purchase FHLB stock in accordance
with its advances, securities and deposit agreement. This stock, which is carried at cost, may be redeemed at par value. However,
there are substantial restrictions regarding redemption and the Bank can only receive a full redemption in connection with the
Bank surrendering its FHLB membership. At December 31, 2020 and 2019, the Bank held $17 million and $22 million of FHLB
stock, respectively. The Company does not believe that this stock is currently impaired and no adjustments to its carrying value
have been recorded.
Mortgage Servicing Rights
When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the
income statement effect recorded in gains on sales of loans. Fair value is based on a valuation model that calculates the present
value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization
method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the
estimated future net servicing income of the underlying loans.
Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying
amount. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less
than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular
grouping, a reduction of the allowance may be recorded as an increase to income. As of December 31, 2020, the allowance for
servicing rights was $1.4 million. As of December 31, 2019, no allowance was recorded.
Servicing fee income, which is reported on the income statement as other income, is recorded for fees earned for
servicing loans. The fees are based on a contractual percentage of the outstanding principal. The amortization of mortgage
servicing rights is netted against loan servicing fee income.
Goodwill
goodwill is recorded upon completion of a business combination as the difference between the purchase price and the
fair value of net identifiable assets acquired. Subsequent to initial recognition, the Company will test goodwill for impairment on
an annual basis by comparing the fair value of the reporting unit to its carrying amount. The goodwill recorded by the Company
was recognized from acquisitions in 2015, 2017 and 2018, and was not considered impaired at December 31, 2020.
Other Intangible Assets
Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual
values. Other intangible assets consist of core deposit intangible assets arising from whole bank acquisitions and are amortized on
an accelerated method over their estimated useful lives, which range from 7 to 10 years. At December 31, 2020 and 2019, core
deposit intangible assets totaled $6.8 million and $8.7 million, respectively, and we recognized $1.9 million, $2.3 million and
$2.0 million in core deposit intangible amortization expense in 2020, 2019 and 2018, respectively.
Revenue Recognition
On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”,
which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods
or services to customers. This update replaces most existing revenue recognition guidance in gAAP. Adoption of ASU 2014-09
did not have a material impact on the Company’s consolidated financial statements and related disclosures, as the Company’s
primary sources of revenues are generated from financial instruments, such as loans and investment securities that are not within
the scope of ASU 2014-09.
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
Contracts with Customers
Contracts with customers are open-ended, and we provide services on an ongoing basis for an unspecified contract term.
For these ongoing services, the fees are variable, since they are dependent on factors such as the value of underlying assets under
management or volume of transactions.
Contract liabilities, or deferred revenue, are recorded when payments from customers are received in advance of
providing services to customers. We generally receive payments for our services during the period or at the time services are
provided, therefore, we do not have deferred revenue balances at period-end.
Employees receive incentive compensation in the form of commissions, which are considered incremental and
recoverable costs to obtain the contract. We utilize the practical expedient not to capitalize such costs as the amortization period
of the asset is less than 12 months, and therefore we expense the commissions as incurred.
Descriptions of our primary revenue-generating activities that are presented in our income statements are as follows:
Interest on Loans
Interest income is accrued daily on the Company’s outstanding loan balances. 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 ninety days
or more with respect to principal or interest. The accrual of interest may be continued on a well-secured loan contractually past
due ninety 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.
When a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed against current
period income. Interest on such loans is then recognized only to the extent that cash is received and where the future collection of
principal is probable. Accrual of interest is resumed on loans only when, in the judgment of management, the loan is estimated to
be fully collectible. The Bank continues to accrue interest on restructured loans since full payment of principal and interest is
expected and such loans are performing or are less than ninety days delinquent and, therefore, do not meet the criteria for
nonaccrual status. Restructured loans that have been placed on nonaccrual status are returned to accrual status when the
remaining loan balance, net of any charge-offs related to the restructure, is estimated to be fully collectible by management and
performing in accordance with the applicable loan terms.
Wealth management and trust fee income
Asset management fees are billed on a monthly or quarterly basis based on the amount of assets under management and
the applicable contractual fee percentage. Asset management fees are recognized as revenue in the period in which they are billed
and earned. Financial planning fees are due and billed at the completion of the planning project and are recognized as revenue at
that time.
Service charges on deposit accounts
Service charges on deposit accounts represent general service fees for monthly account maintenance and activity or
transaction-based fees. Revenue is recognized when our performance obligation is completed which are generally monthly for
account maintenance services or when a transaction has been completed. Payment for such performance obligations are generally
received at the time the performance obligations are satisfied.
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
gains and Losses on Sales of REO
To record a sale of REO, the Bank evaluates if: (a) a commitment on the buyer’s part exists, (b) collection is probable in
circumstances where the initial investment is minimal and (c) the buyer has obtained control of the asset, including the significant
risks and rewards of the ownership. If there is no commitment on the buyer’s part, collection is not probable or the buyer has not
obtained control of the asset, then a gain cannot be recognized.
Other non-interest income includes revenue related to mortgage servicing activities and gains on sales of loans, which
are not subject to the requirements of ASU 2014-09.
Stock-Based Compensation
The Company recognizes the cost of employee services received in exchange for awards of stock options, or other
equity instruments, based on the grant-date fair value of those awards. This cost is recognized over the period in which an
employee is required to provide services in exchange for the award, generally the vesting period. A Black-Scholes model is
utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is
used for stock awards, including restricted stock units.
Marketing Costs
The Company expenses marketing costs, including advertising, in the period incurred.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Under the asset and liability method,
deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established if
it is “more likely than not” that all or a portion of the deferred tax assets will not be realized.
The tax effects from an uncertain tax position can be recognized in the financial statements only if, based on its merits,
the position is more likely than not to be sustained on audit by the taxing authorities. Interest and penalties related to uncertain
tax positions are recorded as part of income tax expense.
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income. Changes in unrealized gains and losses
on available-for-sale securities and the related tax costs or benefits are the only components of other comprehensive income for
the Company.
Stock Split
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.
Earnings Per Share (“EPS”)
Basic earnings per share represents income available to common shareholders divided by the weighted-average number
of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have
been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding
stock options and restricted stock units, which are determined using the treasury stock method.
Fair Value Measurement
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more
fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest
rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in
assumptions or in market conditions could significantly affect these estimates.
Derivatives and Hedging Activities
Derivative instruments and hedging activities are accounted for in accordance with FASB ASC Topic 815, “Derivatives
and Hedging.” The fair value of derivative instruments are recognized as either assets or liabilities on the consolidated balance
sheet. All derivatives are evaluated at inception as to whether or not they are hedging or non-hedging activities. For derivative
instruments designated as non-hedging activities, the change in fair value is recognized currently in earnings.
For derivative instruments designated as hedging activities, a qualitative analysis is performed at inception to determine
if the derivative instrument is highly effective in achieving offsetting changes in fair value or cash flows attributable to the
hedged risk during the period that the hedge is designated. Subsequently, a qualitative assessment of a hedge’s effectiveness is
performed on a quarterly basis. For a fair value hedge, the change in fair value on the hedging instrument is recognized currently
in earnings and the change in fair value on the hedged item attributable to the hedged risk adjusts the carrying amount of the
hedged item and is recognized currently in earnings. All amounts recognized in earnings are presented in the same income
statement line item as the earnings effect of the hedged item.
Recently Adopted Accounting Guidance
Measurement of Credit Losses on Financial Instruments: In June 2016, the Financial Accounting Standards Board
(“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments which introduces new guidance for the accounting for credit losses on
certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides
for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new model,
referred to as the current expected credit losses (“CECL”) model, applies to financial assets subject to credit losses and measured
at amortized cost, and certain off-balance sheet credit exposures. Upon initial recognition of the exposure, the CECL model
requires an entity to estimate the credit losses expected over the life of an exposure.
The Company adopted the amendments within ASU 2016-13 on January 1, 2020 using the modified retrospective
method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the periods
beginning after that date are presented under Topic 326, while prior period amounts continue to be reported in accordance with
previously applicable gAAP. There was not any cumulative effect adjustment upon adoption. The instruments that were
accounted for as purchased credit impaired (“PCI”) are transitioned under the new purchased credit deteriorated (“PCD”) model
using the prospective transition approach. The Company applied the prospective transition approach for debt securities for which
other than temporary impairment had been recognized prior to January 1, 2020. As a result, the amortized cost basis remains the
same before and after the effective date.
Allowance for credit losses on investment securities: On January 1, 2020, the Company adopted the amendments within
ASU 2016-13, which replaces the legacy US gAAP Other Than Temporary Impairment (“OTTI”) model with a credit loss
model. The credit loss model under Accounting Standards Codification (“ASC”) 326-30, applicable to debt securities available
for sale (“Securities AFS”), requires recognition of credit losses through an allowance account, but
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
retains the concept from the OTTI model that credit losses are recognized once securities become impaired. For Securities AFS, a
decline in fair value due to credit loss results in recognition of an allowance for credit losses. Impairment may result from credit
deterioration of the issuer or collateral underlying the security. The assessment of determining if a decline in fair value resulted
from a credit loss is performed at the individual security level. Among other factors, the Company considers: 1) the extent to
which the fair value is less than the amortized cost basis; 2) the financial condition and near term prospects of the issuer,
including consideration of relevant financial metrics or ratios of the issuer; 3) any adverse conditions related to an industry or
geographic area of an issuer; 4) any changes to the rating of the security by a rating agency; and 5) any past due principal or
interest payments from the issuer. If an assessment of the above factors indicates that a credit loss exists, the Company records an
allowance for credit losses for the excess of the amortized cost basis over the present value of cash flows expected to be
collected, limited to the amount that the security’s fair value is less than its amortized cost basis. Subsequent changes in the
allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Interest accruals and amortization
and accretion of premiums and discounts are suspended when the credit loss is recognized in earnings. Any interest received after
the security has been placed on nonaccrual status is recognized on a cash basis. Accrued interest receivable on Securities AFS is
excluded from the estimate of expected credit losses.
The provision for credit losses on the consolidated income statement includes the provisions for credit losses for loans
and securities AFS. For 2020, the provision for credit losses was $6.7 million.
Income taxes: In November 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740), Simplifying the
Accounting for Income Taxes”. ASU 2019-12 provides amendments to simplify the accounting for income taxes by removing
certain exceptions to the general principles in Topic 740. Because the Company is a large accelerated filer, this ASU did not
impact the effective date of adoption of this standard.
New Accounting Pronouncements
In October 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2020-10, “Codification Improvements”. ASU 2020-10 amends certain guidance that may have been applied in an inconsistent
manner by certain entities. The effective date for the amendments in this ASU are effective for annual periods after December 15,
2020. The adoption of ASU 2020-10 is not expected to have a significant impact on the Company’s consolidated financial
statements
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848), Facilitation of the Effects of
Reference Rate Reform on Financial Reporting”. ASU 2020-04 provides optional guidance for applying gAAP to contracts,
hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this
ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate
expected to be discontinued because of reference rate reform. The amendments in this ASU are effective as of March 12, 2020
through December 31, 2022. The adoption of ASU 2020-04 is not expected to have a significant impact on the Company’s
consolidated financial statements.
In November 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740), Simplifying the Accounting for Income
Taxes”. ASU 2019-12 provides amendments to simplify the accounting for income taxes by removing certain exceptions to the
general principles in Topic 740. The amendments in this ASU are effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2020. The adoption of ASU 2019-12 is not expected to have a significant impact on
the Company’s consolidated financial statements.
In July 2019, the FASB issued ASU 2019-07, “Codification Updates to SEC Sections”. ASU 2019-07 amends certain
Securities and Exchange Commission (“SEC”) sections or paragraphs within the Accounting Standards Codification (“ASC”) to
reflect changes in SEC Final Rule Releases (“SEC Releases”) No. 33-10532, Disclosure Update and Simplification and Nos. 33-
10231 and 33-10442, Investment Company Reporting Modernization. The effective date and transition requirements for the
amendments in this ASU are the same as the effective dates and transition requirements
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
in SEC Releases 33-10532, 33-10231, and 33-10442, as amended by this ASU. The adoption of ASU 2019-07 is not expected to
have a significant impact on the Company’s consolidated financial statements.
NOTE 2: ACQUISITIONS
On June 1, 2018, the Company completed the acquisition of PBB Bancorp and its wholly owned subsidiary Premier
Business Bank (collectively “PBB”), through a merger of PBB with and into the Bank, in exchange for 5,234,593 shares of its
common stock with a fair value of $19.39 per share. The primary reason for acquiring PBB was to expand our operations in
Southern California.
The acquisition was accounted for under the purchase method of accounting. The acquired assets, assumed liabilities
and identifiable intangible assets are recorded at their respective acquisition date fair values.
The following table represents the assets acquired and liabilities assumed of PBB as of June 1, 2018 and the fair value
adjustments and amounts recorded by the Bank in 2018 under the acquisition method of accounting:
(dollars in thousands)
PBB Book Fair Value
Value
Adjustments
Fair Value
Assets Acquired:
Cash and cash equivalents
Securities AFS
Loans, net of deferred fees
Allowance for credit losses
Premises and equipment, net
Investment in FHLB stock
Deferred taxes
REO
goodwill and core deposit intangible
Other assets
Total assets acquired
Liabilities Assumed:
Deposits
Borrowings
Accounts payable and other liabilities
Total liabilities assumed
Excess of assets acquired over liabilities assumed
Total
Consideration:
Stock issued
$
47,582
10,072
537,885
(3,011)
3,811
3,229
1,451
934
634
6,634
$ 609,221
$ 477,366
79,911
5,204
562,481
46,740
$ 609,221
$
$
$
$
— $
(90)
(14,986)
3,011
(1,536)
—
2,398
(109)
66,615
(566)
54,737
47,582
9,982
522,899
—
2,275
3,229
3,849
825
67,249
6,068
$ 663,958
219
(341)
100
(22)
54,759
54,737
$ 477,585
79,570
5,304
562,459
101,499
$ 663,958
$ 101,499
In many cases, the fair values of assets acquired and liabilities assumed were determined by estimating the cash flows
expected to result from those assets and liabilities and discounting them at appropriate market rates. The most significant
category of assets for which this procedure was used was that of acquired loans. The excess of expected cash flows above the fair
value (Level 3 inputs) of the majority of loans will be accreted to interest income over the remaining lives of the loans in
accordance with FASB Accounting Standards Codification (“ASC”) 310-20.
Certain loans, for which specific credit-related deterioration since origination was identified, are recorded at fair value
reflecting the present value of the amounts expected to be collected. Income recognition on these PCD loans is based
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
on a reasonable expectation about the timing and amount of cash flows to be collected. Acquired loans deemed impaired and
considered collateral dependent, with the timing of the sale of loan collateral indeterminate, remain on nonaccrual status and have
no accretable yield. All PCD loans were classified as accruing loans as of and subsequent to the acquisition date.
In accordance with generally accepted accounting principles there was no carryover of the allowance for credit losses
that had been previously recorded by PBB.
The Company recorded a deferred income tax asset of $3.8 million related to PBB’s operating loss carry-forward and
other tax attributes of PBB, along with the effects of fair value adjustments resulting from applying the purchase method of
accounting.
The fair value of savings and transaction deposit accounts acquired from PBB were assumed to approximate their
carrying value as these accounts have no stated maturity and are payable on demand. Certificates of deposit accounts were valued
by comparing the contractual cost of the portfolio to an identical portfolio bearing current market rates (Level 2 inputs). The
portfolio was segregated into pools based on remaining maturity. For each pool, the projected cash flows from maturing
certificates were then calculated based on contractual rates and prevailing market rates. The valuation adjustment for each pool is
equal to the present value of the difference of these two cash flows, discounted at the assumed market rate for a certificate with a
corresponding maturity. This valuation adjustment will be accreted to reduce interest expense over the remaining maturities of
the respective pools. The Company also recorded a core deposit intangible, which represents the value of the deposit relationships
acquired from PBB, of $6.7 million. The core deposit intangible will be amortized over a period of 10 years.
Pro Forma Information (unaudited)
The following table presents unaudited pro forma information as if the acquisition of PBB had occurred on January 1,
2018 and January 1, 2017 for 2018 and 2017, respectively, after giving effect to certain adjustments. The unaudited pro forma
information for these periods includes adjustments for interest income on loans acquired, amortization of intangibles arising from
the transaction, adjustments for interest expense on deposits acquired, and the related income tax effects of all these items and the
income tax costs or benefits derived from the income or loss before taxes of PBB. The net effect of these pro forma adjustments
was an increase of $9.6 million in net income for 2018. The unaudited pro forma financial information is not necessarily
indicative of the results of operations that would have occurred had the transaction been effected on the assumed dates.
(dollars in thousands)
Net interest income
Provision for loan losses
Noninterest income
Noninterest expenses
Income before taxes
Taxes on income
Net income
Net income per share:
Basic
Diluted
2018
$ 167,099
4,220
36,538
130,702
68,715
19,412
$ 49,303
$
$
1.11
1.10
The revenues (net interest income and noninterest income) and net income for the period from June 1, 2018 to
December 31, 2018 related to the operations acquired from PBB and included in our results of operations for 2018 were
approximately $17.2 million and $6.5 million, respectively.
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
NOTE 3: FAIR VALUE
Assets Measured at Fair Value on a Recurring Basis
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. Current accounting guidance establishes a fair value hierarchy, which requires an entity to maximize the use
of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that
may be used to measure fair values:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to
access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by
observable market data.
Level 3: Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market
participants would use in pricing an asset or liability.
Securities available for sale and effective with the adoption of ASU 2016-01 on January 1, 2018, investments in equity
securities and interest rate swaps, are measured at fair value on a recurring basis depending upon whether the inputs are Level 1,
2 or 3 as described above.
The following tables show the recorded amounts of assets and liabilities measured at fair value on a recurring basis as
of:
(dollars in thousands)
Total
December 31, 2020:
Investment securities available for sale:
Agency mortgage-backed securities
Beneficial interest – FHLMC securitizations
Corporate bonds
Other
Investment in equity securities
Total assets at fair value on a recurring basis
December 31, 2019:
Investment securities available for sale:
Agency mortgage-backed securities
Beneficial interest – FHLMC securitizations
Corporate bonds
Other
Investment in equity securities
Total assets at fair value on a recurring basis
$
$
723,995
23,463
58,358
1,610
338
807,764
$
914,977
42,706
55,834
1,449
434
$ 1,015,400
$
$
$
$
Fair Value Measurement Level
Level 2
Level 3
Level 1
— $
—
—
503
338
841
723,995
$
—
58,358
1,107
—
$
783,460
$
— $
—
—
403
434
837
914,977
$
—
55,834
1,046
—
$
971,857
$
—
23,463
—
—
—
23,463
—
42,706
—
—
—
42,706
The decrease in Level 3 assets from December 31, 2019 was due to securitization paydowns and due to $7.2 million in
provisions for credit losses in 2020.
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
Assets Measured at Fair Value on a Nonrecurring Basis
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.
Loans. Loans measured at fair value on a nonrecurring basis include collateral dependent loans held for investment. The
specific reserves for these loans are based on collateral value, net of estimated disposition costs and other identified quantitative
inputs. Collateral value is determined based on independent third-party appraisals or internally-developed discounted cash flow
analyses. Internal discounted cash flow analyses are also utilized to estimate the fair value of these loans, which considers
internally-developed, unobservable inputs such as discount rates, default rates, and loss severity. When the fair value of the
collateral is based on an observable market price or a current appraised value, we measure the impaired loan at nonrecurring
Level 2. When an appraised value is not available, or management determines the fair value of the collateral is further impaired
below the appraised value and there is no observable market price or a discounted cash flow has been used to determine the fair
value, we measure the impaired loan at nonrecurring Level 3. The total collateral dependent impaired Level 3 loans were $36.2
million and $18.9 million at December 31, 2020 and December 31, 2019, respectively. There were no specific reserves related to
these loans at December 31, 2020 and December 31, 2019.
Real Estate Owned. The fair value of real estate owned is based on external appraised values that include adjustments
for estimated selling costs and assumptions of market conditions that are not directly observable, resulting in a Level 3
classification.
Mortgage Servicing Rights. When mortgage loans are sold with servicing retained, servicing rights are initially recorded
at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on a valuation model that
calculates the present value of estimated future net servicing income, resulting in a Level 3 classification. All classes of servicing
assets are subsequently measured using the amortization method which requires servicing rights to be amortized into noninterest
income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. Significant
assumptions in the valuation of these Level 3 mortgage servicing rights as of December 31, 2020 included a prepayment rate 20%
and a discount rate of 10%.
Fair Value of Financial Instruments
FASB ASC 825, “Disclosures about Fair Value of Financial Instruments” requires disclosure of the fair value
information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate
such value. The methodologies for estimating the fair value of financial assets and financial liabilities measured at fair value on a
recurring and non-recurring basis are discussed above. The estimated fair value amounts have been determined by management
using available market information and appropriate valuation methodologies, are based on the exit price notion set forth by ASU
2016-1. In cases where quoted market prices are not available, fair values are based on estimates using present value or other
market value techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and
estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to
independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The aggregate fair
value amounts presented below do not represent the underlying value of the Company.
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.
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
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.
Securities Available for Sale (“AFS”). Securities AFS 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
external third party models, and management judgment and evaluation for valuation. Level 1 securities include those traded on an
active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active
over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government
sponsored entities, municipal bonds and corporate debt securities. Securities classified as level 3 include beneficial interests in
FHLMC securitizations. Significant assumptions in the valuation of these Level 3 securities as of December 31, 2020 included
prepayment rates ranging from 20% to 30% and discount rates ranging from 7.4% to 10%.
Federal Home Loan Bank Stock. The Bank is a member of the Federal Home Loan Bank (the “FHLB”). As a member,
we are required to own stock of the FHLB, the amount of which is based primarily on the level of our borrowings from this
institution. The fair value of the stock is equal to the carrying amount, is classified as restricted securities and is periodically
evaluated for impairment based on our assessment of the ultimate recoverability of our investments in that stock. Any cash or
stock dividends paid to us on such stock are reported as income.
Loans Held For Sale. The fair value of loans held for sale is determined using secondary market pricing.
Loans Held for Investment. The fair value for loans with variable interest rates is the carrying amount. The fair value of
fixed rate loans is derived by calculating the discounted value of future cash flows expected to be received by the various
homogeneous categories of loans or by reference to secondary market pricing. All loans have been adjusted to reflect changes in
credit risk.
Deposits. The fair value of demand deposits, savings deposits, and money market deposits is defined as the amounts
payable on demand. The fair value of fixed maturity certificates of deposit is estimated based on the discounted value of the
future cash flows expected to be paid on the deposits.
Borrowings. The fair value of borrowings is the carrying value of overnight FHLB advances that approximate fair value
because of the short-term maturity of this instrument, resulting in a Level 2 classification. The fair value of term borrowings is
derived by calculating the discounted value of future cash flows expected to be paid out by the Company.
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The following table sets forth the estimated fair values and related carrying amounts of our financial instruments as of:
(dollars in thousands)
December 31, 2020:
Assets:
Cash and cash equivalents
Securities AFS, net
Loans held for sale
Loans, net
Investment in FHLB stock
Investment in equity securities
Liabilities:
Deposits
Borrowings
December 31, 2019:
Assets:
Cash and cash equivalents
Securities AFS
Loans held for sale
Loans, net
Investment in FHLB stock
Investment in equity securities
Liabilities:
Deposits
Borrowings
NOTE 4: SECURITIES
Carrying
Value
Fair Value Measurement Level
1
2
3
Total
$
$
629,707
807,426
505,404
4,779,599
17,250
338
$
629,707
503
—
—
—
338
— $
783,460
510,638
17,250
—
23,463
— $
629,707
807,426
510,638
4,829,258
17,250
338
—
—
—
— 4,829,258
$ 5,913,433
269,000
$ 4,934,537
$
—
978,897
255,000
$
— $ 5,913,434
269,000
14,000
$
65,387
1,014,966
503,036
4,526,833
21,519
434
$ 4,891,144
743,000
$
$
65,387
403
—
—
—
434
— $
971,857
506,750
21,519
—
42,706
— $
65,387
1,014,966
506,750
4,573,516
21,519
434
—
—
—
— 4,573,516
$ 2,913,493
$ 1,977,652
733,000
—
$
— $ 4,891,145
743,000
10,000
The following table provides a summary of the Company’s AFS securities portfolio at December 31:
December 31, 2020:
(dollars in thousands)
Agency mortgage-backed securities
Beneficial interests in FHLMC securitization
Corporate bonds
Other
Total
December 31, 2019:
Agency mortgage-backed securities
Beneficial interests in FHLMC securitization
Corporate bonds
Other
Total
Amortized
Cost
Gross Unrealized
Gains
Losses
Allowance for
Credit Losses
Estimated
Fair Value
$
$
705,752
30,497
57,000
1,512
794,761
$
905,949
47,586
54,000
1,386
$ 1,008,921
$
$
$
$
18,243
211
1,358
98
19,910
9,174
1,801
1,834
63
12,872
$
$
$
$
— $
—
—
—
— $
— $
(7,245)
—
—
$
(7,245)
723,995
23,463
58,358
1,610
807,426
(146)
(6,681)
$
—
—
$
(6,827)
914,977
— $
42,706
—
55,834
—
—
1,449
— $ 1,014,966
US Treasury securities of $0.5 million as of December 31, 2020 that are included in the table above as Other are
pledged as collateral to the State of California to meet regulatory requirements related to the Bank’s trust operations. As of
December 31, 2020, $190 million of agency mortgage-backed securities are pledged as collateral as support for the
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
Banks’s obligations under loan sales and securitizations agreement entered into from 2018 and 2020. In 2019 we sold $284
million of securities and recognized a loss of $0.3 million.
The tables below indicate, as of December 31, 2019, the gross unrealized losses and fair values of our investments,
aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss
position.
(dollars in thousands)
Agency mortgage-backed securities
Beneficial interests in FHLMC
securitization
Total temporarily impaired securities
Less than 12 months
Fair
Value
Unrealized
Loss
Securities with Unrealized Loss at December 31, 2019
12 months or more
Fair
Value
13,880 $
Unrealized
Loss
(144) $
(2) $
Fair
Value
19,368 $
Total
$
5,488 $
Unrealized
Loss
(146)
20,609
26,097
$
(2,856)
(2,858)
$
3,220
17,100
$
(3,825)
(3,969)
$
23,829
43,197
$
$
(6,681)
(6,827)
There were no unrealized losses on our investments as of December 31, 2020.
Unrealized losses in agency mortgage backed securities, beneficial interests in FHLMC securitizations, and other
securities have not been recognized into income because the issuer bonds are of high credit quality, management does not intend
to sell, it is not more likely than not that management would be required to sell the securities prior to their anticipated recovery,
and the decline in fair value is largely due to changes in discount rates and assumptions regarding future interest rates. The fair
value is expected to recover as the bonds approach maturity.
The following is a rollforward of the Bank’s allowance for credit losses related to investments for the year ended
December 31:
(dollars in thousands)
Year Ended December 31, 2020:
Balance: December 31, 2019
Provision for credit losses
Balance: December 31, 2020
Total
$
$
—
7,245
7,245
Due to a change in expected cash flows of an interest only strip security, a $7.2 million allowance for credit losses was
taken for the year ended December 31, 2020. The allowance was included as a charge in provision for credit losses on the
consolidated income statement.
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The scheduled maturities of securities AFS, other than agency mortgage backed securities, and the related weighted
average yield is as follows as of December 31:
(dollars in thousands)
Less than
1 Year
1 Through
5 years
5 Through
10 Years
After
10 Years
Total
December 31, 2020
Amortized Cost:
Corporate bonds
Other
Total
Weighted average yield
Estimated Fair Value:
Corporate bonds
Other
Total
$
$
$
$
— $
500
500
$
1.83 %
— $
1,012
1,012
$
2.81 %
— $
503
503
$
— $
1,107
1,107
$
57,000
$
—
$
5.39 %
57,000
58,358
$
—
$
58,358
— $
—
— $
— %
57,000
1,512
58,512
5.32 %
— $
—
— $
58,358
1,610
59,968
(dollars in thousands)
Less than
1 Year
1 Through
5 years
5 Through
10 Years
After
10 Years
Total
December 31, 2019
Amortized Cost:
Corporate bonds
Other
Total
Weighted average yield
Estimated Fair Value:
Corporate bonds
Other
Total
$
$
$
$
— $
—
— $
— %
— $
—
— $
— $
400
400
$
2.25 %
$
54,000
986
54,986
$
5.29 %
— $
—
— $
— %
54,000
1,386
55,386
5.27 %
— $
403
403
$
55,834
1,046
56,880
$
$
— $
—
— $
55,834
1,449
57,283
Agency mortgage backed securities and beneficial interests in FHLMC securitizations are excluded from the above table
because such securities are not due at a single maturity date. The weighted average yield of the agency mortgage backed
securities and beneficial interests in FHLMC securitizations as of December 31, 2020 and 2019 was 2.39% and 2.66%,
respectively.
95
Table of Contents
NOTE 5: LOANS
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The following is a summary of our loans as of December 31:
(dollars in thousands)
December 31,
2020
December 31,
2019
Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily
Single family
Total real estate loans secured by residential properties
Commercial properties
Land
Total real estate loans
Commercial and industrial loans
Consumer loans
Total loans
Premiums, discounts and deferred fees and expenses
Total
$
$
2,247,542
806,014
3,053,556
747,807
55,832
3,857,195
918,676
18,888
4,794,759
9,040
4,803,799
$
$
2,143,919
871,181
3,015,100
834,042
70,257
3,919,399
600,213
16,273
4,535,885
11,748
4,547,633
In 2017 and 2018 the Company purchased loans, for which there was, at acquisition, evidence of deterioration of credit
quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. As
of December 31, 2019, the principal balance shown above is net of unaccreted discount related to loans acquired in acquisitions
of $8.4 million. The carrying amount of these PCD loans is as follows as of:
(dollars in thousands)
December 31,
2020
December 31,
2019
Outstanding principal balance:
Loans secured by real estate:
Residential properties
Commercial properties
Land
Total real estate loans
Commercial and industrial loans
Total loans
Unaccreted discount on purchased credit deteriorated loans
Total
$
$
284
5,495
$
—
5,779
294
6,073
—
$
6,073
366
6,146
1,058
7,570
603
8,173
(3,657)
4,516
96
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The following table summarizes our delinquent and nonaccrual loans as of December 31:
(dollars in thousands)
December 31, 2020:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Percentage of total loans
December 31, 2019:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Past Due and Still Accruing
Total Past
Due and
90 Days
30–59 Days 60-89 Days or More Nonaccrual Nonaccrual
Current
Total
$
$
$
$
$
35
951
—
1,013
—
$
1,999
— $ — $
240
—
— —
411
— —
$
$ 152
651
152
10,947
4,544
$
10,982
5,735
—
—
5,137
6,713
—
$
20,628
—
23,430
$ 3,042,574
742,072
55,832
911,963
18,888
$ 4,771,329
0.04 %
0.01 %
0.00 %
0.43 %
0.49 %
89
7,586
$
—
695
22
8,392
$
$ — $
403
13
—
— —
—
—
$
$ 403
2,007
3
2,023
1,743
2,410
$
1,845
10,399
—
8,714
—
$
12,867
11,416
25
23,685
—
$ 3,013,255
823,643
70,257
588,797
16,248
$ 4,512,200
$ 3,053,556
747,807
55,832
918,676
18,888
$ 4,794,759
$ 3,015,100
834,042
70,257
600,213
16,273
$ 4,535,885
Percentage of total loans
0.19 %
0.04 %
0.01 %
0.28 %
0.52 %
The following table presents the composition of TDRs by accrual and nonaccrual status as of:
(dollars in thousands)
Residential loans
Commercial real estate loans
Commercial and industrial loans
Total
Accrual
December 31, 2020
Nonaccrual
Total
Accrual
December 31, 2019
Nonaccrual
Total
$
$
1,200 $
1,107
1,041
3,348
$
— $
1,277
2,832
4,109
$
1,200 $
2,384
3,873
7,457
$
1,200 $
1,188
557
2,945
$
— $
2,166
2,972
5,138
$
1,200
3,354
3,529
8,083
The following tables provide information on loans that were modified as TDRs during the years ended December 31,
2020 and 2019:
(dollars in thousands)
Number of loans
Pre-Modification
Post-Modification
Financial Impact
Outstanding Recorded Investment
Year Ended December 31, 2020:
Commercial and industrial loans
Total
1
1
$
$
507
507
$
$
507
507
$
$
—
—
(dollars in thousands)
Number of loans
Pre-Modification
Post-Modification
Financial Impact
Outstanding Recorded Investment
Year Ended December 31, 2019
Residential loans
Commercial real estate loans
Commercial and industrial loans
Total
1
1
7
9
$
$
1,200
2,872
1,754
5,826
$
$
1,200
2,872
1,754
5,826
$
$
—
—
—
—
97
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
All of 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. These loans have been paying in accordance with the terms of their restructure.
NOTE 6: ALLOWANCE FOR CREDIT LOSSES
The following is a rollforward of the Bank’s allowance for credit losses for the years ended December 31:
(dollars in thousands)
2020:
Real estate loans:
Residential properties
Commercial properties
Land and construction
Commercial and industrial loans
Consumer loans
Total
2019:
Real estate loans:
Residential properties
Commercial properties
Land and construction
Commercial and industrial loans
Consumer loans
Total
2018:
Real estate loans:
Residential properties
Commercial properties
Land and construction
Commercial and industrial loans
Consumer loans
Total
Beginning
Balance
Adoption of Provision for
ASC 326
Credit Losses Charge-offs
Recoveries
Ending
Balance
$
363
3,760
92
—
—
$
4,215
(3,671) $
785
227
2,642
43
26
$
— $
—
—
(1,844)
—
(1,844) $
— $
—
—
1,003
1,003
—
5,115
8,711
892
9,249
233
$ 24,200
— $
—
—
—
—
— $
— $
—
—
—
—
— $
(793) $
(381)
182
3,653
(24)
2,637
$
— $
—
—
(2,687)
(5)
(2,692) $
1,854
1
1,855
— $
—
—
8,423
4,166
573
7,448
190
$ 20,800
(499) $
359
(4)
4,413
(49)
4,220
$
— $
(211)
—
(3,978)
—
(4,189) $
— $
—
—
569
—
569
9,216
4,547
391
4,628
218
$ 19,000
$
$
$
$
$
$
8,423
4,166
573
7,448
190
20,800
9,216
4,547
391
4,628
218
19,000
9,715
4,399
395
3,624
267
18,400
$
$
$
$
$
$
98
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
We have determined that the roll forward disclosure of the allowance for credit losses in Note 5 of our 10-Q filings for
each of the first, second, and third quarters of 2020 was misstated. The reported and restated amounts are detailed below;
(dollars in thousands) UNAUDITED
Quarter Ended September 30, 2020:
Reported
Adjusted
Nine Months Ended September 30, 2020:
Reported
Adjusted
Quarter Ended June 30, 2020:
Reported
Adjusted
Six Months Ended June 30, 2020:
Reported
Adjusted
Quarter Ended March 31, 2020:
Reported
Adjusted
Beginning
Balance
$ 28,129
$ 28,129
$ 20,800
$ 20,800
$ 18,785
$ 23,000
$ 20,800
$ 20,800
$ 20,800
$ 20,800
Adoption of Provision for
ASC 326
Credit Losses Charge-offs
Recoveries
Ending
Balance
$
$
$
$
$
$
$
$
$
$
— $
— $
(3,830) $
(3,830) $
(338) $
(338) $
222
222
$ 24,183
$ 24,183
(4,215) $
$
4,215
8,205
$
(225) $
(1,393) $
(1,393) $
786
786
$ 24,183
$ 24,183
— $
— $
9,756
5,541
(4,215) $
$
4,215
12,035
3,605
$
$
$
$
(525) $
(525) $
113
113
$ 28,129
$ 28,129
(1,055) $
(1,055) $
564
564
$ 28,129
$ 28,129
— $
$
4,215
2,279
$
(1,936) $
(530) $
(530) $
451
451
$ 23,000
$ 23,000
99
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The following table presents the balance in the allowance for credit losses and the recorded investment in loans by
impairment method as of December 31:
(dollars in thousands)
December 31, 2020:
Allowance for credit losses:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Loans:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
December 31, 2019:
Allowance for credit losses:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Loans:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Allowance for Credit Losses
Evaluated for Impairment
Purchased
Credit
Individually Collectively Deteriorated
Total
Unaccreted
Credit
Component
Other Loans
$
$
$
$
$
$
$
1,059
374
—
956
—
$
2,389
4,056
8,337
892
8,293
233
21,811
— $
—
—
—
—
— $
5,115
8,711
892
9,249
233
24,200
$
$
$
12,414
17,304
—
6,472
—
$ 3,040,858
725,008
55,832
911,910
18,888
$ 4,752,496
$
36,190
284
5,495
—
294
—
$ 3,053,556
747,807
55,832
918,676
18,888
$ 4,794,759
$
6,073
— $
107
—
763
—
$
870
8,423
4,059
573
6,685
190
19,930
2,897
6,689
9,316
—
—
$ 3,012,203
824,026
69,476
590,489
16,273
$ 4,512,467
$
18,902
$
$
$
$
— $
—
—
—
—
— $
8,423
4,166
573
7,448
190
20,800
3,327
781
408
—
— $ 3,015,100
834,042
70,257
600,213
16,273
$ 4,535,885
4,516
$
$
$
$
$
$
—
—
1,013
1,048
6
277
1
2,345
$ 189,339
201,370
28,660
24,143
253
$ 443,765
The column labeled “Unaccreted Credit Component Other Loans” represents the amount of unaccreted credit
component discount for the other loans acquired in a business combination, and the stated principal balance of the related loans.
The discount is equal to 0.53% December 31, 2019. In addition to this unaccreted credit component discount, an additional $0.3
million of the ACL was provided for these loans as of December 31, 2019.
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
100
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
documentation, and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans
as to credit risk. This analysis typically includes larger, non-homogeneous loans such as loans secured by multifamily or
commercial real estate and commercial and industrial loans. This analysis is performed on an ongoing basis as new information is
obtained. The Bank uses the following definitions for risk ratings:
Pass: Loans classified as pass are strong credits with no existing or known potential weaknesses deserving of
management’s close attention.
Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close
attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of
the institution’s credit position at some future date.
Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity
of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize
the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the
deficiencies are not corrected.
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 troubled debt restructurings (“TDRs”) are considered impaired. Purchased credit
deteriorated 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
December 31:
(dollars in thousands)
December 31, 2020:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
December 31, 2019:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Pass
Special Mention Substandard Loans
Loans Individually
Evaluated
Total
$ 3,040,139
710,294
55,832
895,164
18,888
$ 4,720,317
$ 3,012,203
821,425
69,476
579,153
16,273
$ 4,498,530
$
$
$
$
986
19,511
$
—
15,279
—
$
35,776
— $
679
—
8,202
—
$
8,881
101
$
17
698
—
1,761
—
$
2,476
— $
5,249
781
3,542
—
$
9,572
12,414
17,304
—
6,472
—
$ 3,053,556
747,807
55,832
918,676
18,888
$ 4,794,759
36,190
2,897
6,689
$ 3,015,100
834,042
70,257
600,213
16,273
$ 4,535,885
—
9,316
—
18,902
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The risk categories of loans based on year of origination, with classified loans defined as special mention loans,
substandard loans and loans individually evaluated as of December 31, 2020, are as follows:
(dollars in thousands)
2020
2019
2018
2017
2016
Prior
Loans
Total
Revolving
Loans secured by Real Estate:
Residential
Multifamily
Pass
Classified
Total
Single Family
Pass
Classified
Total
Commercial Real Estate
Pass
Classified
Total
Land
Pass
Classified
Total
Commercial
Pass
Classified
Total
Consumer
Pass
Classified
Total
Total loans
Pass
Classified
Total
$
$
774,701 $ 638,237
—
774,701 $ 638,237
—
$ 469,866 $ 218,470 $ 82,941 $ 63,327 $
—
—
—
—
$ 469,866 $ 218,470 $ 82,941 $ 63,327 $
— $ 2,247,542
—
—
— $ 2,247,542
$
$
173,564 $ 83,311
—
173,564 $ 83,311
—
$ 110,560 $ 95,888 $ 107,568 $ 196,692 $ 25,014 $
—
2,932
—
7,134
3,351
$ 110,560 $ 98,820 $ 107,568 $ 203,826 $ 28,365 $
792,597
13,417
806,014
$
$
$
$
46,260 $ 100,432
6,672
46,260 $ 107,104
—
$ 120,230 $ 129,120 $ 119,719 $ 194,533 $
16,277
2,336
4,848
7,380
$ 136,507 $ 131,456 $ 124,567 $ 201,913 $
— $
—
— $
710,294
37,513
747,807
257 $ 15,923
—
—
257 $ 15,923
$ 27,792 $ 10,532 $
—
—
$ 27,792 $ 10,532 $
706 $
—
706 $
622 $
—
622 $
— $
—
— $
55,832
—
55,832
$
$
377,500 $ 146,279
4,238
380,783 $ 150,517
3,283
$ 54,910 $ 15,868 $ 13,180 $ 16,823 $ 270,604 $
2,756
$ 57,966 $ 16,706 $ 15,936 $ 17,553 $ 279,215 $
3,056
8,611
730
838
895,164
23,512
918,676
$
$
2,557 $
—
2,557 $
— $
—
— $
1,321 $
—
1,321 $
3 $
—
3 $
6,784 $
—
6,784 $
100 $
—
100 $
8,123 $
—
8,123 $
18,888
—
18,888
$ 1,374,839 $ 984,182
10,910
$ 1,378,122 $ 995,092
3,283
$ 784,679 $ 469,881 $ 330,898 $ 472,097 $ 303,741 $ 4,720,317
74,442
$ 804,012 $ 475,987 $ 338,502 $ 487,341 $ 315,703 $ 4,794,759
15,244
19,333
11,962
7,604
6,106
102
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
Impaired loans evaluated individually and any related allowance is as follows as of December 31:
(dollars in thousands)
December 31, 2020:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Total
December 31, 2019:
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Total
With No Allowance Recorded
With an Allowance Recorded
Unpaid
Principal
Balance
Recorded
Investment
Unpaid
Principal
Balance
Recorded
Related
Investment Allowance
$
$
$
$
9,410
12,996
$
9,327
12,687
$
$
3,092
4,617
$
3,087
4,617
—
—
—
—
2,985
25,391
2,970
5,683
$
$
2,557
24,571
4,039
$ 11,748
3,915
$ 11,619
$
2,897
5,456
$
— $
— $
1,188
1,188
—
—
—
—
6,485
15,138
$
5,708
14,061
$
3,764
4,952
$
3,653
4,841
$
1,059
374
—
956
2,389
—
107
—
763
870
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 years ending December 31:
(dollars in thousands)
Real estate loans:
Residential properties
Commercial properties
Land
Commercial and industrial loans
Consumer loans
Total
Year Ended
December 31, 2020
Year Ended
December 31, 2019
Average
Recorded
Investment
Interest
Income
Average
Recorded
Investment
Interest
Income
$
$
31,923
35,517
335
26,525
47
94,347
$
$
$
56
311
—
920
1
1,288
$
1,765
8,889
523
10,608
—
$
21,785
$
13
341
—
11
—
365
There was no interest income recognized on a cash basis in 2020, 2019 or 2018 on impaired loans.
103
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to
determine expected credit losses and the related ACL allocated to these loans:
(dollars in thousands)
Real Estate
Cash
Equipment/
Receivables
Total
ACL
Allocation
December 31, 2020:
Loans secured by Real Estate:
Residential properties
Single family
Commercial real estate loans
Land
Commercial loans
Consumer loans
Total
$
$
10,144
$
—
—
—
—
$
10,144
— $
—
—
250
—
$
250
— $
—
—
122
—
$
122
10,144
$
—
—
372
—
$
10,516
1,051
—
—
44
—
1,095
NOTE 7: PREMISES AND EQUIPMENT
A summary of premises and equipment is as follows at December 31:
(dollars in thousands)
Leasehold improvements and artwork
Information technology equipment
Furniture and fixtures
Land and auto
Total
Accumulated depreciation and amortization
Net
NOTE 8: REAL ESTATE OWNED
2020
7,762
11,155
3,503
805
23,225
(15,213)
8,012
$
$
2019
7,415
8,772
3,370
805
20,362
(12,007)
8,355
$
$
The activity in our portfolio of REO is as follows during the periods ending December 31:
(dollars in thousands)
Beginning balance
Loans transferred to REO
REO acquired in merger
Dispositions of REO
Ending balance
2020
2019
— $
—
—
—
— $
815
—
—
(815)
—
$
$
NOTE 9: LOAN SALES AND MORTGAGE SERVICING RIGHTS
In 2020, FFB sold $553 million of multifamily loans and recognized a gain of $15.1 million. In 2019, FFB recognized
$4.2 million of gains on the sale of $549 million of multifamily loans. In 2018, FFB recognized $0.4 million of gains on the sale
of $674 million of multifamily loans through a securitization sponsored by Freddie Mac.
For the sales of multifamily loans in 2020, 2019, and 2018, FFB retained servicing rights for the majority of these loans
and recognized mortgage servicing rights as part of the transactions. As of December 31, 2020, and 2019, net mortgage servicing
rights were $7.9 million and $7 million, respectively and the amount of loans serviced for others totaled
104
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
$1.5 billion and $1.7 billion at December 31, 2020 and 2019, respectively. In 2020 we recorded a $1.4 million valuation
allowance on mortgage servicing rights. Servicing fees collected in 2020, 2019, and 2018 were $ 1.6 million, $1.7 million, and
$1.1 million, respectively.
NOTE 10: DEPOSITS
The following table summarizes the outstanding balance of deposits and average rates paid thereon at December 31:
(dollars in thousands)
Demand deposits:
Noninterest-bearing
Interest-bearing
Money market and savings
Certificates of deposits
Total
2020
2019
Amount
Weighted
Average Rate
Amount
Weighted
Average Rate
$ 1,655,847
871,289
2,407,401
978,896
$ 5,913,433
— $ 1,192,481
0.372 %
386,276
0.549 % 1,334,736
0.591 % 1,977,651
0.376 % $ 4,891,144
—
0.635 %
1.355 %
1.971 %
1.217 %
At December 31, 2020, of the $416 million of certificates of deposits of $250,000 or more, $409 million mature within
one year and $7 million mature after one year. Of the $563 million of certificates of deposit of less than $250,000, $520 million
mature within one year and $43 million mature after one year. At December 31, 2019, of the $472 million of certificates of
deposits of $250,000 or more, $471 million mature within one year and $0.8 million mature after one year. Of the $1.5 billion of
certificates of deposit of less than $250,000, $1.5 billion mature within one year and $13 million mature after one year.
NOTE 11: BORROWINGS
At December 31, 2020, our borrowings consisted of $255 million in FHLB term advances at the Bank, and $14 million
of borrowings under a holding company line of credit. At December 31, 2019, our borrowings consisted of $233 million in an
overnight FHLB advance at the Bank, a $500 million FHLB term advance at the Bank, and $10 million of borrowings under a
holding company line of credit. The FHLB overnight advance was paid in full in the early part of January 2020 and bore an
interest rate of 1.66%. The $250 million FHLB term advance outstanding at December 31, 2020 matures in March 2021, and
bears an interest rate of 0.47%. The $5 million zero interest advance outstanding at December 31, 2020 matures in April 2021. At
December 31, 2020 and December 31, 2019, the interest rates on the company line of credit were 3.73% and 5.60%, respectively.
Because the Bank utilizes overnight borrowings, the balance of outstanding borrowings fluctuates on a daily basis.
FHLB advances are collateralized by loans secured by multifamily and commercial real estate properties with a carrying
value of $3.6 billion as of December 31, 2020. As a matter of practice, the Bank provides substantially all of its qualifying loans
as collateral to the FHLB. The Bank’s total borrowing capacity from the FHLB at December 31, 2020 was $2 billion. In addition
to the $255 million borrowing, the Bank had in place $277 million of letters of credit from the FHLB which are used to meet
collateral requirements for borrowings from the State of California and local agencies.
During 2017, FFI entered into a loan agreement with an unaffiliated lender that provides for a revolving line of credit
for up to $40 million. The loan agreement matures in five years, with an option to extend the maturity date subject to certain
conditions, and bears interest at 90 day LIBOR plus 350 basis points (3.50%). We are required to meet certain financial
covenants during the term of the loan, including minimum capital levels and limits on classified assets. As of December 31, 2020,
FFI was in compliance with the covenants on this loan agreement.
The Bank also has $195 million available unsecured fed funds lines, ranging in size from $20 million to $100 million,
with five other financial institutions and a $196 million secured line with the Federal Reserve Bank. None of
105
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
these lines had outstanding borrowings as of December 31, 2020. Combined, the Bank’s unused lines of credit as of
December 31, 2020 were $2.4 billion. The average daily balance of overnight borrowings outstanding during 2020, 2019 and
2018 was $56 million, $413 million and $577 million, respectively.
NOTE 12: SHAREHOLDERS’ EQUITY
FFI is a holding company and does not have any direct operating activities. Any future cash flow needs of FFI are
expected to be met by its existing cash and cash equivalents and dividends from its subsidiaries. The Bank is subject to various
laws and regulations that limit the amount of dividends that a bank can pay without obtaining prior approval from bank
regulators. Additionally, under the terms of the holding company line of credit agreement, FFI may only declare and pay a
dividend if the total amount of dividends and stock repurchases during the current twelve months does not exceed 50% of FFI’s
net income for the same twelve month period. As of December 31, 2020, FFI’s cash and cash equivalents totaled $4.7 million.
NOTE 13: EARNINGS PER SHARE
The following table sets forth the Company’s earnings per share calculations for the years ended December 31:
2020
2019
2018
Basic
Diluted
Basic
Diluted
Basic
Diluted
$
84,369 $
84,369 $
56,239 $
56,239 $
42,958 $
42,958
44,639,430
44,639,430
44,617,361
44,617,361
42,092,361
42,092,361
Earnings per share
$
1.89
261,375
44,900,805
1.88
$
293,904
44,911,265
1.25
$
1.26
$
474,747
42,567,108
1.01
$
1.02
$
NOTE 14: STOCK BASED COMPENSATION
In 2007, the Board of Directors of FFI approved two equity incentive plans that provided for the grant of stock options,
shares of restricted stock, restricted stock units (“RSUs”), stock bonus awards and performance awards (collectively, “Equity
Incentive Awards”) to the Company’s executive officers, other key employees and directors up to 1,300,282 shares of the FFI’s
common stock. In 2010, shareholders approved an increase of 580,000 in the number of shares available for issuance under one
of these plans. In 2015, shareholders approved a new equity incentive plan whereby: the Company can no longer issue Equity
Incentive Awards under the previously approved plans; 750,000 shares of common stock will be available for the grant of Equity
Incentive Awards to the Company’s executive officers, other key employees and directors; Equity Incentive Awards that are
outstanding under the prior plans will remain outstanding and unchanged and subject to the terms of those Plans; and upon
termination, cancellation or forfeiture of any of the Equity Incentive Awards that are outstanding under the prior plans, those
shares will be added to the pool of shares available for future grants of Equity Incentive Awards under the plan approved in 2015.
The shares included above do not reflect the impact of the two for one stock split which occurred at the beginning of 2017. The
Company recognized stock-based compensation expense of $2.1 million, $1.6 million, and $2.6 million in 2020, 2019, and 2018,
respectively, related to RSUs.
Stock options, when granted, have an exercise price not less than the current market value of the common stock and
expire after ten years if not exercised. If applicable, vesting periods are set at the date of grant and the Plans provide for
accelerated vesting should a change in control occur.
106
(dollars in thousands, except
per share amounts)
Net income
Basic common shares
outstanding
Effect of options, restricted
stock and contingent shares
issuable
Diluted common shares
outstanding
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The following table summarizes the activities in the Plans during 2020:
(dollars in thousands except
per share amounts)
Balance: December 31, 2019
Options granted
Options exercised
Options forfeited
Balance: December 31, 2020
Options exercisable
Options Granted
548,550
$
—
(117,500)
(57,000)
374,050
374,050
$
Weighted Average Weighted Average
Exercise Price per
Share
Remaining
Aggregate
Contractual Term Intrinsic Value
7.79
—
7.79
7.66
7.81
7.81
1.08 Years
1.08 Years
$
$
3,586
3,586
The intrinsic value of stock options exercised in 2020 was $0.8 million.
The following table summarizes the activities in the Plans during 2019:
(dollars in thousands except
per share amounts)
Balance: December 31, 2018
Options granted
Options exercised
Options forfeited
Balance: December 31, 2019
Options exercisable
Options Granted
592,550
$
—
(44,000)
—
548,550
548,550
$
Weighted Average Weighted Average
Exercise Price per
Share
Remaining
Aggregate
Contractual Term Intrinsic Value
7.78
—
7.60
—
7.79
7.79
2.02 Years
2.02 Years
$
$
5,270
5,270
The intrinsic value of stock options exercised in 2019 was $0.3 million.
The following table summarizes the activities in the Plans during 2018:
(dollars in thousands except
per share amounts)
Balance: December 31, 2017
Options granted
Options exercised
Options forfeited
Balance: December 31, 2018
Options exercisable
Options Granted
900,884
$
—
(308,334)
—
592,550
592,550
$
Weighted Average Weighted Average
Exercise Price per
Share
Remaining
Aggregate
Contractual Term Intrinsic Value
7.73
—
7.64
—
7.78
7.78
2.88 Years
2.88 Years
$
$
3,012
3,012
The intrinsic value of stock options exercised in 2018 was $3.2 million.
107
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The following table provides a summary of the RSUs issued by the Company under its equity incentive plans for the
periods ended December 31:
Balance: January 1
New RSUs
Shares vested and issued
RSUs forfeited
Balance December 31
2020
Weighted
Average Grant
Date Fair Value
2019
Weighted
Average Grant
Date Fair Value
Shares
Shares
2018
157,494
(132,536)
15.69 114,320 $
15.26
15.74
—
15.32
—
$
139,278
119,438
(154,884)
17.51 149,766 $
15.18
16.65
—
15.69
—
$
114,320
Weighted
Average Grant
Date Fair Value
14.73
18.03
15.23
—
17.51
Shares
139,278 $
159,186
(103,741)
—
$
194,723
The fair value of the shares vested and issued was $1.6 million, $2.0 million and $2.8 million in 2020, 2019 and 2018,
respectively. As of December 31, 2020, the Company had $1.6 million of unrecognized compensation costs related to outstanding
RSUs, which will be recognized through November 2022, subject to the related vesting requirements.
NOTE 15: 401(k) PROFIT SHARING PLAN
The Company’s employees participate in the Company’s 401(k) profit sharing plan (the “401k Plan”) that covers all
employees eighteen years of age or older who have completed three months of employment. Each employee eligible to
participate in the 401k Plan may contribute up to 100% of his or her compensation, subject to certain statutory limitations. In
2020, 2019, and 2018, the Company matched 100% of a participant’s contribution up to 3% of a participant’s compensation and
an additional 50% of a participant’s contribution up to the next 2% of a participant’s compensation. These employer contributions
are subject to the plan’s vesting schedule. The Company contributions of $1.8 million, $1.9 million and $1.7 million were
included in Compensation and Benefits for 2020, 2019 and 2018, respectively. The Company may also make an additional profit
sharing contribution on behalf of eligible employees. No profit sharing contributions were made in 2020, 2019 or 2018.
NOTE 16: INCOME TAXES
The Company is subject to federal income tax and California franchise tax. Income tax expense (benefit) was as follows
for the years ended December 31:
(dollars in thousands)
Current expense:
Federal
State
Deferred expense (benefit):
Federal
State
Total
2020
2019
2018
$ 23,316
12,661
$ 15,411
7,922
$ 10,168
5,768
(1,315)
(264)
$ 34,398
(235)
162
$ 23,260
919
273
$ 17,128
108
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The following is a comparison of the federal statutory income tax rates to the Company’s effective income tax rate for
the years ended December 31:
(dollars in thousands)
Income before taxes
Federal tax statutory rate
State tax, net of Federal benefit
Windfall benefit – exercise of stock options
Low income housing, net benefit
Tax exempt interest income
Other items, net
Effective tax rate
2020
2019
2018
Amount
$ 118,767
Rate
Amount
$ 79,499
Rate
Amount
$ 60,086
Rate
$
$
24,941
9,612
(118)
(638)
(150)
751
34,398
21.00 % $ 16,695
6,405
8.09 %
—
(0.10)%
—
(0.54)%
—
(0.12)%
160
0.63 %
28.96 % $ 23,260
21.00 % $ 12,618
4,876
8.06 %
(816)
— %
—
— %
—
— %
450
0.20 %
29.26 % $ 17,128
21.00 %
8.12 %
(1.36)%
— %
— %
0.75 %
28.51 %
Deferred taxes are a result of differences between income tax accounting and generally accepted accounting principles
with respect to income tax recognition. The following is a summary of the components of the net deferred tax assets recognized
in the accompanying consolidated balance sheets at December 31:
(dollars in thousands)
Deferred tax assets (liabilities)
Allowance for credit and REO losses
Operating loss carryforwards
State taxes
Stock-based compensation
Market valuation: Acquired loans and REO
Capital activities – mark to market
Compensation related
Core deposit intangible
Prepaid expenses
Depreciation
Accumulated other comprehensive income
Other
Net deferred tax assets
2020
2019
$ 8,546
1,924
2,611
558
2,438
847
1,210
(1,977)
(1,234)
(1,014)
(5,824)
518
$ 8,603
$
6,576
2,060
1,573
472
3,890
846
773
(2,525)
(838)
(853)
(1,769)
874
$ 11,079
As part of a merger in 2012, the Company acquired operating loss carryforwards of $13.4 million. These operating loss
carryforwards are subject to limitation under Section 382 of the Internal Revenue Service Code and expire in 2032. As a result,
the Company will only be able to utilize operating loss carryforwards of $8.2 million, ratably over a period of 20 years. As part of
a merger in 2015, the Company acquired operating loss carryforwards of $3.9 million. These operating loss carryforwards are
subject to limitation under Section 382 of the Internal Revenue Service Code and expire in 2035. As part of the mergers in 2017
and 2018, the Company acquired operating loss carryforwards of $0.7 and $3.3 million, respectively. These operating loss
carryforwards are subject to limitation under Section 382 of the Internal Revenue Service Code and have been fully utilized as of
the end of 2020. As of December 31, 2020, the remaining operating loss carryforwards from the 2012 and 2015 acquisitions
available to be utilized by the Company were $6.7 million.
The Company has no other operating loss carryforwards.
The Company is subject to federal income tax and franchise tax in the state of California. Income tax returns for the
periods 2017 through 2020 are open to audit by federal authorities, for the periods 2016 through 2020 by California state
authorities, and for 2017 through 2020 by Hawaii state authorities.
109
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
NOTE 17: COMMITMENTS AND CONTINGENCIES
Leases
The Company adopted ASU 2016-02, Leases (Topic 842), on January 1, 2019, using the alternative transition method
whereby comparative periods were not restated. No cumulative effect adjustment to the opening balance of retained earnings was
required.
The Company leases certain facilities for its corporate offices and branch operations under non-cancelable operating
leases that expire through 2029. All leases were classified as operating leases and therefore, were previously not recognized on
the Company’s consolidated balance sheet. With the adoption of Topic 842, operating lease agreements are required to be
recognized on the consolidated balance sheet as a right-of-use (“ROU”) asset and a corresponding lease liability.
Certain leases include options to renew, with renewal terms that can extend the lease term. The depreciable life of leased
assets are limited by the expected lease term.
Adoption of this standard resulted in the Company recognizing a right of use asset of $21.1 million, a corresponding
lease liability of $22.7 million on January 1, 2019 and eliminated a $1.6 million deferred rent liability recognized under previous
accounting standards.
Supplemental lease information at or for the twelve months ended December 31, 2020 is as follows:
(dollars in thousands)
Balance Sheet:
Operating lease asset classified as other assets
Operating lease liability classified as other liabilities
$
14,387
15,650
Income Statement:
Operating lease cost classified as occupancy and equipment expense
$
6,082
Weighted average lease term, in years
Weighted average discount rate
Operating cash flows
5.03
5.39 %
6,278
$
The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease
term and the discount rate used to present value the minimum lease payments. The Company’s lease agreements often include
one or more options to renew at the Company’s discretion. Topic 842 requires the use of the rate implicit in the lease whenever
this rate is readily determinable. As this rate is rarely determinable, the Company utilizes its incremental borrowing rate at lease
inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the
remaining lease term as of January 1, 2019 was used.
The Company leases certain facilities for its corporate offices and branch operations under non-cancelable operating
leases that expire through 2029. Lease expense for 2020, 2019, and 2018 was $6.1 million, $5.9 million, and
110
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
$5.8 million, respectively. Future minimum lease commitments under all non-cancelable operating leases at December 31, 2020
are as follows:
(dollars in thousands)
2021
2022
2023
2024
2025 and after
Total future minimum lease payments
Discount on cash flows
Total lease liability
Financial Instruments with Off-Balance Sheet Risk
$
$
$
6,392
5,361
2,524
2,143
2,198
18,618
2,968
15,650
In the normal course of business, the Bank is a party to financial instruments with off-balance sheet risk to meet the
financing needs of customers and to reduce exposure to fluctuations in interest rates. These financial instruments may include
commitments to extend credit and standby and commercial letters of credit. Commitments to extend credit are agreements to lend
to a customer as long as there is no violation of any condition established in the contract. Standby and commercial letters of credit
and financial guarantees are conditional commitments issued by the Bank to guaranty the performance of a customer to a third
party. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The
following table provides the off-balance sheet arrangements of the Bank as of December 31:
(dollars in thousands)
Commitments to fund new loans
Commitments to fund under existing loans, lines of credit
Commitments under standby letters of credit
2020
$
36,143
517,169
15,589
2019
$
54,687
473,646
10,769
Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The credit risk involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers. The Bank evaluates each customer’s creditworthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit
evaluation of the counterparty. Collateral held varies but may include deposits, marketable securities, accounts receivable,
inventory, property, plant and equipment, motor vehicles and real estate.
Litigation
From time to time, the Company may become party to various lawsuits, which have arisen in the course of business.
While it is not possible to predict with certainty the outcome of such litigation, it is the opinion of management, based in part
upon opinions of counsel, that the liability, if any, arising from such lawsuits would not have a material adverse effect on the
Company’s financial position or results of operations.
111
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
NOTE 18: DERIVATIVES AND HEDGING ACTIVITIES
Derivatives, specifically interest rate swaps, are used by the Company to reduce the risk that significant increases in
interest rates may have on the value of loans held for sale. Derivative transactions are measured in terms of notional amount,
which is not recorded in the consolidated statements of financial condition. The notional amount is generally not exchanged and
is used as the basis for interest and other contractual payments. Derivatives are reported at their respective fair values in other
assets or other liabilities on the consolidated balance sheet, with changes in fair value recognized currently in earnings.
During the fourth quarter of 2018, we entered into two swap agreements, with combined notional amounts of $500
million, to offset the impact of changes in interest rates on the value of loans held for sale. These swaps were designated as fair
value hedges using the last-of-layer method with the interest rate risk component of the loans held for sale designated as the
hedged risk.
During the second quarter of 2018, we entered into four interest rate swap agreements, with combined notional amounts
of $652 million, to mitigate against the effect of increases in interest rates on loans held for sale. These swaps were designated as
non-hedging activities and were closed out in the third quarter of 2018. During 2018, the payment of the difference between the
fixed and floating rate of these interest rate swaps resulted in a $0.8 million reduction in loan interest income and the increase in
value of these interest rate swaps of $5.9 million was included in gain on sale of loans in 2018.
The following table provides the effect of fair value hedge accounting on the consolidated income statement for 2020,
including the location and amount of gain or (loss) recognized in income on fair value hedging relationships:
(dollars in thousands)
gain or (Loss):
Interest contracts:
Hedged items
Derivatives designated as hedging instruments
Interest Income -
Loans
$
12,102
(11,476)
The following table provides the effect of fair value hedge accounting on the consolidated income statement for 2019,
including the location and amount of gain or (loss) recognized in income on fair value hedging relationships:
(dollars in thousands)
gain or (Loss):
Interest contracts:
Hedged items
Derivatives designated as hedging instruments
Interest Income -
Loans
$
25,006
(19,883)
There were no derivative positions outstanding at December 31, 2020.
NOTE 19: RELATED-PARTY TRANSACTIONS
The Bank held $4.1 million and $2.8 million of deposits from related parties, including directors and executive officers
of the Company and their affiliates, as of December 31, 2020 and December 31, 2019, respectively. Interest paid on deposit
accounts held by related parties was $22,000 in 2020, $30,000 in 2019 and $11,000 in 2018.
As of December 31, 2020, related parties, including directors and executive officers of the Company and their affiliates,
held $8.1 million in assets under management with FFA and FFB. In both 2020 and 2019, the Company received $0.1 million in
fees related to these assets under management.
112
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
Two executive officers of FFB have minority interests in an entity which FFB uses for software services, for which FFB
paid $0.3 million in 2020, $0.3 million in 2019, and $0.2 million in 2018.
The CEO of the Company is a director of another financial institution that has deposits with the Bank and, in 2018 and
2017, purchased $52.1 million and $121.9 million of loans, respectively, from the Bank for which the Bank will continue to
provide servicing. The balance of deposits held at the Bank was $45.7 million and $45.5 million at December 31, 2020 and
December 31, 2019, respectively, and the interest paid by the Bank was $0.2 million and $0.7 million in 2020 and 2019,
respectively. The gain on sale of loans in 2018 was $0.2 million. The amount of loans serviced for this financial institution was
$172 million at December 31, 2020. In 2017, the Bank participated in a sub debt offering from the financial institution for $15
million. The Bank earned $0.8 million from this investment in 2020, 2019, and 2018.
NOTE 20: REGULATORY MATTERS
FFI and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary, actions by
regulators that, if undertaken, could have a direct material effect on FFI and the Bank’s financial condition. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific
capital guidelines that involve quantitative measures of FFI and the Bank’s assets, liabilities, and certain off-balance sheet items
as calculated under regulatory accounting practices. Under a new comprehensive capital framework for U.S. banking
organizations, which became effective on January 1, 2015, with certain of their provisions phased-in over a several years through
January 1, 2019, the Company (on a consolidated basis) and FFB (on a stand-alone basis) are required to meet specific capital
adequacy requirements that, for the most part, involve quantitative measures, primarily in terms of the ratios of their capital to
their assets, liabilities, and certain off-balance sheet items, calculated under regulatory accounting practices. The net unrealized
gain or loss on available for sale securities is not included in computing regulatory capital. FFI’s and the Bank’s capital amounts
and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by the regulators to ensure capital adequacy require FFI and the Bank to maintain
minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-
weighted assets (as defined), and of Tier 1 capital (as defined) to assets (as defined). Management believes, as of December 31,
2020 and December 31, 2019 that FFI and the Bank met all capital adequacy requirements.
113
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FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The following table sets forth the capital and capital ratios of FFI (on a consolidated basis) and FFB (on a stand-alone
basis) as of the respective dates and as compared to the respective regulatory requirements applicable to them:
(dollars in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Actual
For Capital
Adequacy Purposes
To Be Well-Capitalized
Under Prompt Corrective
Action Provisions
FFI
December 31, 2020
CET1 capital ratio
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
December 31, 2019
CET1 capital ratio
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
BANK
December 31, 2020
CET1 capital ratio
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
December 31, 2019
CET1 capital ratio
Tier 1 leverage ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
$ 589,276
589,276
589,276
620,700
11.55 % $ 229,490
8.93 % 263,986
11.55 % 305,987
12.17 % 407,982
4.50 %
4.00 %
6.00 %
8.00 %
$ 513,083
513,083
513,083
537,048
10.65 % $ 216,782
8.25 % 248,798
10.65 % 289,043
11.15 % 385,390
4.50 %
4.00 %
6.00 %
8.00 %
$ 591,171
591,171
591,171
622,595
11.63 % $ 228,703
8.98 % 263,330
11.63 % 304,938
12.25 % 406,583
4.50 % $
4.00 %
6.00 %
8.00 %
330,349
329,162
406,583
508,229
$ 510,142
510,142
510,142
534,107
10.62 % $ 216,063
8.22 % 248,119
10.62 % 288,084
11.12 % 384,112
4.50 % $
4.00 %
6.00 %
8.00 %
312,091
310,148
384,112
480,140
6.50 %
5.00 %
8.00 %
10.00 %
6.50 %
5.00 %
8.00 %
10.00 %
As of each of the dates set forth in the above table, the Company exceeded the minimum required capital ratios
applicable to it and FFB’s capital ratios exceeded the minimums necessary to qualify as a well-capitalized depository institution
under the prompt corrective action regulations. The required ratios for capital adequacy set forth in the above table do not include
the additional capital conservation buffer, though each of the Company and FFB maintained capital ratios necessary to satisfy the
capital conservation buffer requirements as of the dates indicated.
As of December 31, 2020, the amount of capital at FFB in excess of amounts required to be Well Capitalized was $261
million for the CET-1 capital ratio, $262 million for the Tier 1 leverage ratio, $185 million for the Tier 1 risk-based capital ratio
and $114 million for the Total risk-based capital ratio. No conditions or events have occurred since December 31, 2020 that we
believe have changed FFI’s or FFB’s capital adequacy classifications from those set forth in the above table.
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, which is 2.5%, is measured against risk weighted assets
and is therefore not applicable to the tier 1 leverage ratio. The following table sets forth the minimum capital ratios plus the
applicable increment of the capital conservation buffer that took effect on January 1, 2019:
CET-1 to risk-weighted assets
Tier 1 capital (i.e., CET-1 plus Additional Tier 1) to risk-weighted assets
Total capital (i.e., Tier 1 plus Tier 2) to risk-weighted assets
7.00 %
8.50 %
10.50 %
114
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
NOTE 21: NONINTEREST INCOME
The following table represents revenue from contracts with customers as well as other noninterest income for the years
ended December 31:
(dollars in thousands)
Asset management, consulting and other fees:
Wealth management
Trust fees
Consulting fees
Total
Other income:
Deposit fees
Loan related fees
Other
Total
2020
2019
2018
$ 23,413
5,645
407
$ 29,465
$ 23,067
5,124
467
$ 28,658
$ 24,430
3,833
485
$ 28,748
$ 1,236
8,334
472
$ 10,042
$ 1,070
6,667
1,163
$ 8,900
$
838
4,421
1,345
$ 6,604
Receivables from contracts with customers, which consist primarily of asset management fees, were $8.7 million, $1
million and $1.8 million at December 31, 2020, 2019 and 2018, respectively, and are included in other assets on the consolidated
balance sheets.
NOTE 22: OTHER EXPENSES
The following items are included in the consolidated income statements as other expenses for the years ended
December 31:
(dollars in thousands)
Regulatory assessments
Directors’ compensation expenses
Acquisition expenses
2020
$ 3,817
639
—
2019
$ 3,969
628
(490)
2018
$ 3,652
596
3,794
115
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
NOTE 23: SEGMENT REPORTING
In 2020, 2019, and 2018 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 reportable segments are
determined by products and services offered and the corporate structure. Business segment earnings before taxes are the primary
measure of the segment’s performance as evaluated by management. Business segment earnings before taxes include direct
revenue and expenses of the segment as well as corporate and inter-company cost allocations. Allocations of corporate expenses,
such as finance and accounting, data processing and human resources, are calculated based on estimated activity or usage levels.
The management accounting process measures the performance of the operating segments based on the Company’s management
structure and is not necessarily comparable with similar information for other financial services companies. If the management
structures and/or the allocation process changes, allocations, transfers and assignments may change. The following tables show
key operating results for each of our business segments used to arrive at our consolidated totals for the years ended December 31:
(dollars in thousands)
2020:
Interest income
Interest expense
Net interest income
Provision for loan losses
Noninterest income
Noninterest expense
Income (loss) before taxes on income
2019:
Interest income
Interest expense
Net interest income
Provision for loan losses
Noninterest income
Noninterest expense
Income (loss) before taxes on income
2018:
Interest income
Interest expense
Net interest income
Provision for loan losses
Noninterest income
Noninterest expense
Income (loss) before taxes on income
Banking
Wealth
Management
Other
Total
$
$
$
$
$
$
243,891
47,078
196,813
6,746
31,567
102,019
119,615
248,760
78,450
170,310
2,637
18,844
104,367
82,150
207,306
49,935
157,371
4,220
11,322
100,778
63,695
$
$
$
$
$
$
— $
—
—
—
24,510
21,778
2,732
$
— $
—
—
—
24,136
21,931
2,205
$
— $
—
—
—
25,247
21,670
3,577
$
— $
169
(169)
—
(1,430)
1,981
(3,580)
$
— $
356
(356)
—
(1,204)
3,296
(4,856)
$
— $
1,761
(1,761)
—
(798)
4,627
(7,186)
$
243,891
47,247
196,644
6,746
54,647
125,778
118,767
248,760
78,806
169,954
2,637
41,776
129,594
79,499
207,306
51,696
155,610
4,220
35,771
127,075
60,086
116
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
The following tables show the financial position for each of our business segments, and of FFI which is included in the
column labeled Other, and the eliminating entries used to arrive at our consolidated totals at December 31:
(dollars in thousands)
2020:
Cash and cash equivalents
Securities AFS
Loans held for sale
Loans, net
Premises and equipment
FHLB Stock
Deferred taxes
goodwill and Intangibles
Other assets
Total assets
Deposits
Borrowings
Intercompany balances
Other liabilities
Shareholders’ equity
Total liabilities and equity
2019:
Cash and cash equivalents
Securities AFS
Loans held for sale
Loans, net
Premises and equipment
FHLB Stock
Deferred taxes
goodwill and Intangibles
Other assets
Total assets
Deposits
Borrowings
Intercompany balances
Other liabilities
Shareholders’ equity
Total liabilities and equity
Wealth
Banking
Management
Other
Eliminations
Total
1,671
$
—
—
—
563
—
186
—
4,692
$
—
—
—
136
—
(246)
—
— $
314
2,734
713,940
$ 718,522
— $
—
(3,519)
3,808
2,445
2,734
14,000
(974)
9,785
695,711
$ 718,522
629,707
(5,722) $
807,426
—
—
505,404
— 4,779,599
8,012
—
17,250
—
8,603
—
95,296
—
105,863
$ (705,815) $ 6,957,160
(5,722) $ 5,913,433
269,000
—
79,016
695,711
$ (705,815) $ 6,957,160
—
—
—
(700,093)
(700,093)
5,054
$
—
—
—
658
—
133
—
7,064
$
—
—
—
136
—
168
—
445
6,290
627,785
$ 635,153
— $
—
— $
10,000
(3,580)
14,864
613,869
$ 635,153
469
3,400
2,421
6,290
(11,814) $
65,387
— 1,014,966
503,036
—
— 4,526,833
8,355
—
21,519
—
11,079
—
97,191
—
66,070
$ (625,203) $ 6,314,436
(11,814) $ 4,891,144
743,000
—
66,423
613,869
$ (625,203) $ 6,314,436
—
—
—
(613,389)
(613,389)
$
$
$
$
$
$
$
$
$
629,066
807,426
505,404
4,779,599
7,313
17,250
8,663
95,296
91,702
$ 6,941,719
$ 5,919,155
255,000
4,493
65,423
697,648
$ 6,941,719
$
65,083
1,014,966
503,036
4,526,833
7,561
21,519
10,778
97,191
51,229
$ 6,298,196
$ 4,902,958
733,000
3,111
48,159
610,968
$ 6,298,196
117
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
NOTE 24: QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(dollars in thousands,
except per share amounts)
Year Ended December 31, 2020:
Interest income
Interest expense
Net interest income
Provision for loan losses
Noninterest income
Noninterest expense
Income before taxes on income
Taxes on income
Net income
Income per share
Basic
Diluted
Year Ended December 31, 2019:
Interest income
Interest expense
Net interest income
Provision for loan losses
Noninterest income
Noninterest expense
Income before taxes on income
Taxes on income
Net income
Income per share
Basic
Diluted
Year Ended December 31, 2018:
Interest income
Interest expense
Net interest income
Provision for loan losses
Noninterest income
Noninterest expense
Income before taxes on income
Taxes on income
Net income
Income per share
Basic
Diluted
First
Quarter
Second Third
Quarter
Quarter
Fourth
Quarter
Full Year
$ 62,338
17,470
44,868
4,064
10,675
32,872
18,607
5,396
$ 13,211
$ 61,932
13,485
48,447
1,367
8,969
30,937
25,112
7,258
$ 17,854
$ 61,691
10,074
51,617
1,548
23,641
30,595
43,115
12,177
$ 30,938
$ 57,930
6,218
51,712
(233)
11,362
31,374
31,933
9,567
$ 22,366
$ 243,891
47,247
196,644
6,746
54,647
125,778
118,767
34,398
84,369
$
$
$
0.30
0.29
$
$
0.40
0.40
$
$
0.69
0.69
$
$
0.50
0.50
$
$
1.89
1.88
$ 60,544
19,497
41,047
540
8,465
32,945
16,027
4,768
$ 11,259
$ 63,308
21,421
41,887
1,231
9,131
32,282
17,505
5,095
$ 12,410
$ 62,614
19,482
43,132
172
13,982
32,694
24,248
6,892
$ 17,356
$ 62,294
18,406
43,888
694
10,198
31,673
21,719
6,505
$ 15,214
$ 248,760
78,806
169,954
2,637
41,776
129,594
79,499
23,260
56,239
$
$
$
0.25
0.25
$
$
0.28
0.28
$
$
0.39
0.39
$
$
0.34
0.34
$
$
1.26
1.25
$ 43,319
9,051
34,268
1,688
8,982
28,988
12,574
3,598
8,976
$
$ 48,498
12,247
36,251
2,450
6,984
33,982
6,803
1,657
5,146
$
$ 58,047
14,321
43,726
9
11,104
33,967
20,854
6,147
$ 14,707
$ 57,442
16,077
41,365
73
8,701
30,138
19,855
5,726
$ 14,129
$ 207,306
51,696
155,610
4,220
35,771
127,075
60,086
17,128
42,958
$
$
$
0.23
0.23
$
$
0.13
0.12
$
$
0.33
0.33
$
$
0.32
0.31
$
$
1.02
1.01
118
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
NOTE 25: PARENT ONLY FINANCIAL STATEMENTS
BALANCE SHEETS
ASSETS
(dollars in thousands)
Cash and cash equivalents
Premises and equipment, net
Deferred taxes
Investment in subsidiaries
Intercompany receivable
Other assets
Total Assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Borrowings
Accounts payable and other liabilities
Total Liabilities
Shareholders’ Equity
Common Stock
Additional paid-in-capital
Retained earnings
Accumulated other comprehensive income (loss), net of tax
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity
INCOME STATEMENTS
(dollars in thousands)
Interest expense—borrowings
Noninterest income:
Earnings from investment in subsidiaries
Other income
Total noninterest income
Noninterest expense:
Compensation and benefits
Occupancy and depreciation
Professional services and marketing costs
Other expenses
Total noninterest expense
Income before taxes on income
Taxes on income
Net income
119
December 31,
2020
2019
4,692
136
(246)
700,093
974
13,847
719,496
14,000
9,785
23,785
45
433,941
247,638
14,087
695,711
719,496
$
$
$
$
7,064
136
168
613,389
3,580
14,396
638,733
10,000
14,864
24,864
45
433,775
175,773
4,276
613,869
638,733
$
$
$
$
For the Year Ended
December 31,
2019
2018
2020
$
169 $
356 $
1,761
86,909
(97)
86,812
1,343
112
848
1,011
3,314
83,329
(1,040)
84,369
$
59,660
82
59,742
1,517
178
1,842
1,045
4,582
54,804
(1,435)
56,239
$
48,153
194
48,347
1,395
197
2,790
1,237
5,619
40,967
(1,991)
42,958
$
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
Net income
Other comprehensive income:
Unrealized holding gains on securities arising during the period
Other comprehensive income before tax
Income expense benefit related to items of other comprehensive income
Other comprehensive income
Less: Reclassification adjustment for gains (loss) included in net earnings
Income tax (expense) benefit related to reclassification adjustment
Reclassification adjustment for gains included in net earnings, net of tax
Other comprehensive income (loss), net of tax
Total comprehensive income
STATEMENTS OF CASH FLOWS
(dollars in thousands)
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Earnings from investment in subsidiaries
Stock–based compensation expense
Deferred tax liability (benefit)
Increase in other assets
Increase (decrease) in accounts payable and other liabilities
Net cash used in operating activities
Cash Flows from Investing Activities:
Investment in subsidiaries
Dividend from subsidiary
Dividends paid
Net cash provided by (used in) investing activities
Cash Flows from Financing Activities:
Proceeds from borrowings
Paydowns of borrowings
Proceeds from the sale of stock, net
Repurchase of stock
Intercompany accounts, net decrease (increase)
Net cash (used in) provided by financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
120
For the Year Ended
December 31,
2019
56,239 $
2020
84,369 $
$
13,866
13,866
(4,055)
9,811
—
—
—
9,811
94,180
$
$
7,674
7,674
(2,021)
5,653
(316)
92
(224)
5,429
61,668
$
2018
42,958
5,567
5,567
(1,629)
3,938
—
—
—
3,938
46,896
For the Year Ended
December 31,
2019
2018
2020
$
84,369
$
56,239
$
42,958
(86,909)
98
414
549
(5,079)
(6,558)
—
12,000
(12,504)
(504)
4,000
—
908
(2,824)
2,606
4,690
(2,372)
7,064
4,692
$
$
(59,660)
90
75
(322)
(46)
(3,624)
(10,000)
17,000
(8,927)
(1,927)
5,000
—
334
(23)
576
5,887
336
6,728
7,064
$
(48,153)
65
(280)
32
(547)
(5,925)
—
32,000
—
32,000
—
(45,000)
13,698
(497)
(212)
(32,011)
(5,936)
12,664
6,728
Table of Contents
FIRST FOUNDATION INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2020, 2019, and 2018
NOTE 26: SUBSEQUENT EVENTS
Cash Dividend
On January 26, 2021, the Board of Directors of the Company declared a quarterly cash dividend of $0.09 per common
share to be paid on February 15, 2021 to stockholders of record as of the close of business on February 5, 2021.
121
Table of Contents
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure 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 Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
rules and forms of the SEC, and that such information is accumulated and communicated to our 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.
As required by SEC rules, an evaluation was performed under the supervision and with the participation of the Chief
Executive Officer and Chief Financial Officer of the effectiveness as of December 31, 2020, of the Company’s disclosure
controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, as of December 31, 2020, the Company’s disclosure controls and procedures
were effective to provide reasonable assurance that information required to be disclosed in the 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.
Changes in Internal Controls
There was no change in the Company’s internal control over financial reporting during the quarter ended December 31,
2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting.
Internal Control Over Financial Reporting
Management’s Annual Report on Internal Control Over Financial Reporting
Management of First Foundation Inc. is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the
United States of America. Internal control over financial reporting includes those written policies and procedures that:
●
●
●
●
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in the United States of America;
provide reasonable assurance that our receipts and expenditures are being made only in accordance with
authorization of our management and board of directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on our consolidated financial statements.
122
Table of Contents
Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and
actions taken to correct deficiencies as identified. Because of its inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of such controls to future periods are
subject to the risks that the controls may become inadequate because of changes in conditions or because the degree of
compliance with the policies or procedures may deteriorate.
Management’s Assessment of Internal Control over Financial Reporting
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2020, based on criteria for effective internal control over financial reporting described in “Internal Control –
Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
Management’s assessment included an evaluation of the design and the testing of the operational effectiveness of the Company’s
internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of our
Board of Directors.
Based on that assessment, management determined that, as of December 31, 2020, the Company maintained effective
internal control over financial reporting.
The foregoing report on internal control over financial reporting shall not be deemed “filed” for purposes of Section 18
of the Exchange Act or otherwise subject to the liabilities of that section.
Eide Bailly, LLP, independent registered public accounting firm, which audited our consolidated financial statements
for the fiscal year ended December 31, 2020 included in this Annual Report on Form 10-K, has audited the effectiveness of our
internal control over financial reporting as of December 31, 2020, as stated in their report included Item 8.
Item 9B. Other Information.
None.
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
Except for the information regarding our Code of Conduct below, the information required by this Item 10 is hereby
incorporated by reference to the Company’s definitive proxy statement, expected to be filed with the SEC on or before April
30, 2021, for its 2021 Annual Meeting of Stockholders.
Our Board has adopted a Code of Conduct for the Chief Executive Officer and Other Senior Financial Officers (the
“Code”) contains specific ethical policies and principles that apply to our principal executive officer, principal financial officer,
principal accounting officer and other key accounting and financial personnel. The Code constitutes our “code of ethics” within
the meaning of Section 406 of the Sarbanes-Oxley Act and is our “code of conduct” within the meaning of the listing standards of
the Nasdaq Stock Market LLC.
The Code is available in the Investor Relations section of our website at www.ff-inc.com. To the extent required by
applicable rules of the SEC and the Nasdaq Stock Market LLC, we will disclose on our website any amendments to the Code and
any waivers of the requirements of the Code that may be granted to our executive officers, including our principal executive
officer, principal financial officer, principal accounting officer or persons performing similar functions.
Item 11. Executive Compensation
The information required by this Item 11 is hereby incorporated by reference to the Company’s definitive proxy
statement, expected to be filed with the SEC on or before April 30, 2021, for its 2021 Annual Meeting of Stockholders.
123
Table of Contents
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 is hereby incorporated by reference to the Company’s definitive proxy
statement, expected to be filed with the SEC on or before April 30, 2021, for its 2021 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 is hereby incorporated by reference to the Company’s definitive proxy
statement, expected to be filed with the SEC on or before April 30, 2021, for its 2021 Annual Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 is hereby incorporated by reference to the Company’s definitive proxy
statement, expected to be filed with the SEC on or before April 30, 2021, for its 2021 Annual Meeting of Stockholders.
Item 15. Exhibit and Financial Statement Schedules.
(a) Financial Statements, Financial Statement Schedules
PART IV
See page 66 for an index of the financial statements filed as part of this Annual Report on Form 10-K. No financial
statement schedules are provided because the information called for is not required or is shown either in the financial statements
or the notes thereto.
(b) Exhibits
See the Index of Exhibits on page E-1 for a list of exhibits filed as part of this Annual Report on Form 10-K, which
Index of Exhibits is incorporated herein by reference.
Item 16. Form 10-K Summary.
None
124
Table of Contents
INDEX OF EXHIBITS
Exhibit No.
2.1
Description
Agreement and Plan of Merger, dated October 28, 2015, entered into by First Foundation Inc., a California
corporation, and First Foundation Inc., a Delaware corporation, to effectuate the Delaware reincorporation
(incorporated by reference to Exhibit 2.99 to the Company’s Current Report on Form 8-K, filed on October 29,
2015).
2.2
2.3
2.4
2.5
3.1
3.2
4.1
4.2
10.1(1)
10.2(1)
10.3(1)
10.4(1)
10.5(1)
Agreement and Plan of Merger, dated November 25, 2014, by and among the Company, First Foundation Bank
and Pacific Rim Bank (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K,
filed on December 1, 2014).
Agreement and Plan of Merger, as amended, dated June 29, 2011, by and among the Company, First
Foundation Bank and Desert Commercial Bank, together with First, Second and Third Amendments thereto
(incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10, filed on
October 17, 2013).
Agreement and Plan of Reorganization and Merger, dated as of June 14, 2017, by and between the Company
and Community 1st Bancorp (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K, filed on June 15, 2017).
Agreement and Plan of Reorganization and Merger, dated as of December 18, 2017, by and between the
Company and PBB Bancorp (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K, filed on December 19, 2017).
Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, filed on October 29, 2015).
Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-
K, filed on October 29, 2015).
Specimen Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual
Report on Form 10-K/A, filed on August 3, 2015).
Description of Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on
Form 10-K filed on March 2, 2020).
First Foundation Inc. 2007 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s
Registration Statement on Form 10, filed on October 17, 2013).
First Foundation Inc. 2007 Management Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Company’s Registration Statement on Form 10, filed on October 17, 2013).
First Foundation Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.99 to the Company’s
Registration Statement on Form S-8, filed on October 28, 2015).
First Foundation Inc. Form of Restricted Stock Unit Agreement for 2015 Equity Incentive Plan (incorporated
by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K, filed on March 15, 2016).
First Foundation Inc. Form of Stock Option Agreement for 2015 Equity Incentive Plan (incorporated by
reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K, filed on March 15, 2016).
E-1
Table of Contents
Exhibit No.
10.6(1)
10.7(1)
10.8(1)
10.9(1)
10.10(1)
10.11(1)
10.12(1)
10.13(1)
10.14(1)
Description
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.99 to the
Company’s Current Report on Form 8-K, filed on October 30, 2015).
Amended and Restated Employment Agreement, dated December 31, 2009, by and between the Company,
First Foundation Advisors and Ulrich E. Keller, Jr., together with First and Second Amendments thereto
(incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10, filed on
October 17, 2013), Third Amendment thereto, dated January 26, 2016 (incorporated by reference to
Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on February 1, 2016), Fourth Amendment
thereto, dated February 7, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on
Form 8-K, filed on February 7, 2018), and Fifth Amendment thereto, dated March 11, 2020 (incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 13, 2020).
Amended and Restated Employment Agreement, dated December 31, 2009, by and between the Company,
First Foundation Bank and Scott F. Kavanaugh, together with First and Second Amendments thereto
(incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10, filed on
October 17, 2013), Third Amendment thereto, dated January 26, 2016 (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 1, 2016), Fourth Amendment
thereto, dated February 7, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K, filed on February 7, 2018), and Fifth Amendment thereto, dated March 11, 2020 (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 13, 2020).
Employment Agreement, dated April 22, 2020, by and between First Foundation Bank and Kevin Thompson
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated June 1, 2020).
Employment Agreement, dated May 11, 2015, by and between First Foundation Bank and David DePillo
(incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q, filed on
May 11, 2015), together with First Amendment thereto, dated February 7, 2018 (incorporated by reference to
Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on February 7. 2018), and Second
Amendment thereto, dated March 11, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s
Current Report on Form 8-K, filed on March 13, 2020).
Employment Agreement, dated June 1, 2015, by and between First Foundation Bank and Lindsay Lawrence,
together with First Amendment thereto (incorporated by reference to Exhibit 10.11 to the Company’s Annual
Report on Form 10-K, filed on March 1, 2019), and Second Amendment thereto, dated March 11, 2020
(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on March 13,
2020).
Amended and Restated Change in Control Agreement Severance Compensation Agreement, dated August 6,
2020, by and between the Company and Ulrich E. Keller, Jr. (incorporated by reference to Exhibit 10.4 to the
Company’s Quarterly Report on Form 10-Q, filed on August 7, 2020).
Amended and Restated Change in Control Agreement Severance Compensation Agreement, dated August 6,
2020, by and between the Company and Scott F. Kavanaugh (incorporated by reference to Exhibit 10.3 to the
Company’s Quarterly Report on Form 10-Q, filed on August 7, 2020).
Amended and Restated Change in Control Agreement Severance Compensation Agreement, dated August 6,
2020, by and between the Company and Kevin L. Thompson (incorporated by reference to the Exhibit 10.6 to
the Company’s Quarterly Report on Form 10-Q, filed on August 7, 2020).
E-2
Table of Contents
Exhibit No.
10.15(1)
10.16(1)
10.17(1)
Description
Amended and Restated Change in Control Agreement Severance Compensation Agreement, dated August 6,
2020, by and between the Company and David DePillo (incorporated by reference to Exhibit 10.5 to the
Company’s Quarterly Report on Form 10-Q, filed on August 7, 2020).
Amended and Restated Change in Control Agreement Severance Compensation Agreement, dated August 6,
2020, by and between the Company and Lindsay Lawrence (incorporated by reference to Exhibit 10.7 to the
Company’s Quarterly Report on Form 10-Q, filed on August 7, 2020).
Change of Control Severance Compensation Agreement, dated June 1, 2020, among First Foundation Inc. and
Kevin Thompson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K,
filed on June 1, 2020).
10.18
10.19
10.20
10.21
10.22
10.23
14.1
21.1(2)
23.1(2)
24.1
31.1(2)
31.2(2)
32.1(2)
32.2(2)
Loan Agreement, dated February 8, 2017, by and between the Company, as borrower, and NexBank SSB, as
lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed
February 9, 2017).
First Amendment to Loan Agreement, dated May 18, 2017, by and between the Company and NexBank SSB
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 22, 2017).
Second Amendment to Loan Agreement, dated April 6, 2018, by and between the Company and NexBank SSB
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed April 9, 2018).
Third Amendment to Loan Agreement, dated October 30, 2018, by and between the Company and NexBank
SSB (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed
October 31, 2018).
Fourth Amendment to Loan Agreement, dated May 31, 2019, by and between the Company and NexBank SSB
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K, filed June 3, 2019).
Pledge and Security Agreement, dated as of February 8, 2017, by and between the Company and NexBank SSB
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed February 9,
2017).
Code of Conduct for the Chief Executive Officer and Other Senior Financial Officers (incorporated by
reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K, filed on March 25, 2014).
Subsidiaries of the Registrant.
Consent of Eide Bailly, LLP, independent registered public accounting firm.
Power of Attorney (included on signature page of this Annual Report on Form 10-K).
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
E-3
Table of Contents
Exhibit No.
101.INS
Description
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 has
been formatted in Inline XBRL.
(1) Management contract or compensatory plan.
(2) Filed herewith.
E-4
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) 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 in Irvine California on February 26,
2021.
SIGNATURES
FIRST FOUNDATION INC.
By:
/s/ SCOTT F. KAVANAUgH
Scott F. Kavanaugh, President and
Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below constitutes and appoints Scott F. Kavanaugh, Ulrich E. Keller, Jr. and
Kevin L. Thompson, and each of them, acting severally, his or her true and lawful attorneys-in-fact and agents with full power of
substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and file on his or her behalf
and in each capacity stated below, all amendments and/or supplements to this Annual Report on Form 10-K, which amendments
or supplements may make changes and additions to this Report as such attorneys-in-fact, or any of them, acting severally, may
deem necessary or appropriate.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below
by the following persons in the capacities and on the dates indicated.
SIGNATURE
TITLE
DATE
/s/ SCOTT F. KAVANAUgH
Scott F. Kavanaugh
/s/ KEVIN L. THOMPSON
Kevin L. Thompson
/s/ ULRICH E. KELLER, JR.
Ulrich E. Keller, Jr.
/s/ MAX BRIggS
Max Briggs
/s/ JOHN HAKOPIAN
John Hakopian
/s/ DAVID LAKE
David Lake
/s/ ELIZABETH PAgLIARINI
Elizabeth Pagliarini
/s/ MITCHELL ROSENBERg
Mitchell Rosenberg
/s/DIANE RUBIN
Diane Rubin
/s/ JACOB SONENSHINE
Jacob Sonenshine
Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
February 26, 2021
February 26, 2021
Chairman and Director
February 26, 2021
Director
Director
Director
Director
Director
Director
Director
S-1
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
SUBSIDIARIES OF REGISTRANT
Name and State or other Jurisdiction of Incorporation
First Foundation Advisors, a California corporation
First Foundation Bank, a California corporation
Registrant’s
Percentage
Ownership
100%
100%
Exhibit 21.1
In accordance with the instructions set forth in Paragraph (b) of Item 601 of Regulation S-K, we have omitted subsidiaries that, if
considered in the aggregate as a single subsidiary, would not have constituted a significant subsidiary as of December 31, 2020.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File Nos.
333-193658 and 333-207638) and Registration Statement on Form S-3 (File No. 333-239396) of First
Foundation Inc. and Subsidiaries of our report dated February 26, 2021, relating to the consolidated
financial statements, and the effectiveness of First Foundation’s internal control over financial reporting,
which appear in this Form 10-K.
San Ramon, California
February 26, 2021
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT
Exhibit 31.1
I, Scott F. Kavanaugh, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of First Foundation Inc. for the fiscal year ended December 31, 2020;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Dated: February 26, 2021
/s/ SCOTT F. KAVANAUgH
Scott F. Kavanaugh
Chief Executive Officer
CERTIFICATIONS OF CHIEF FINANCIAL OFFICER
UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT
Exhibit 31.2
I, Kevin L. Thompson, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of First Foundation Inc. for the fiscal year ended December 31, 2020;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Dated: February 26, 2021
/s/ KEVIN L. THOMPSON
Kevin L. Thompson
Executive Vice President
and Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1
FIRST FOUNDATION INC.
Annual Report on Form 10-K
for the Year ended December 31, 2020
In connection with the accompanying Annual Report on Form 10-K of First Foundation Inc. (the “Company”), for the year ended
December 31, 2020, as filed with the Securities and Exchange Commission as of the date hereof (the “Annual Report”), I, Scott F. Kavanaugh,
Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Annual Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as
amended; and
(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 26, 2021
/s/ SCOTT F. KAVANAUgH
Scott F. Kavanaugh
Chief Executive Officer
A signed original of this written statement required by Section 906 has
been provided to First Foundation Inc. and will be retained by First
Foundation Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2
FIRST FOUNDATION INC.
Annual Report on Form 10-K
for the Year ended December 31, 2020
In connection with the accompanying Annual Report on Form 10-K of First Foundation Inc. (the “Company”), for the year ended
December 31, 2020, as filed with the Securities and Exchange Commission as of the date hereof (the “Annual Report”), I, Kevin L. Thompson,
Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Annual Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as
amended; and
(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 26, 2021
/s/ KEVIN L. THOMPSON
Kevin L. Thompson
Chief Financial Officer
A signed original of this written statement required by Section 906 has
been provided to First Foundation Inc. and will be retained by First
Foundation Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.