FIRST FOUNDATION INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~MARCH 31,~~JUNE 30, 2020

TABLE OF CONTENTS


						Page No.
Part I. Financial Information
~~Part I. Financial Information~~

Item 1.		Financial Statements		1

Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations				2527

Item 3.		Quantitative and Qualitative Disclosures About Market Risk		4146

Item 4.		Controls and Procedures				4146

Part II. Other Information
~~Part II. Other Information~~

Item 1A		Risk Factors				4147

Item 2		Unregistered Sales of Equity Securities and Use of Proceeds				4349
Item 5	Other Information				49
Item 6		Exhibits				4450

SIGNATURES			S-1

(i)

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

FIRST FOUNDATION INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

March 31,
2020

December 31,
2019

(unaudited)

ASSETS

Cash and cash equivalents
$
40,359

$
65,387

Securities available-for-sale (“AFS”)

961,477

1,014,966

Loans held for sale

520,721

503,036

Loans, net of deferred fees

4,805,513

4,547,633

Allowance for credit losses (“ACL”)

(23,000
)

(20,800
)
Net loans

4,782,513

4,526,833

Premises and equipment, net

8,569

8,355

Investment in FHLB stock

21,168

21,519

Deferred taxes

9,132

11,079

Goodwill and intangibles

96,672

97,191

Other assets

73,097

66,070

Total Assets
$
6,513,708

$
6,314,436

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities:

Deposits
$
5,030,827

$
4,891,144

Borrowings

794,000

743,000

Accounts payable and other liabilities

65,798

66,423

Total Liabilities

5,890,625

5,700,567

Commitments and contingencies

—

—

Shareholders’ Equity

Common Stock, par value $0.001: 70,000,000 shares authorized; 44,615,466 and 44,670,743 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively

45

45

Additional paid-in-capital

432,363

433,775

Retained earnings

185,852

175,773

Accumulated other comprehensive income (loss), net of tax

4,823

4,276

Total Shareholders’ Equity

623,083

613,869

Total Liabilities and Shareholders’ Equity
$
6,513,708

$
6,314,436


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

Loans held for sale		527,970		503,036

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

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

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

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

(See accompanying notes to the consolidated financial statements)

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Table of Contents

FIRST FOUNDATION INC.

CONSOLIDATED INCOME STATEMENTS - UNAUDITED

(In thousands, except share and per share amounts)

For the Quarter Ended March 31,

2020

2019

Interest income:

Loans
$
54,884

$
53,835

Securities

6,997

6,165

FHLB stock, fed funds sold and interest-bearing deposits

457

544

Total interest income

62,338

60,544

Interest expense:

Deposits

14,646

15,448

Borrowings

2,824

4,049

Total interest expense

17,470

19,497

Net interest income

44,868

41,047

Provision for credit losses

4,079

540

Net interest income after provision for credit losses

40,789

40,507

Noninterest income:

Asset management, consulting and other fees

7,762

6,794

Other income

2,913

1,671

Total noninterest income

10,675

8,465

Noninterest expense:

Compensation and benefits

19,857

18,902

Occupancy and depreciation

5,512

4,868

Professional services and marketing costs

1,754

2,004

Customer service costs

2,372

3,389

Other expenses

3,362

3,782

Total noninterest expense

32,857

32,945

Income before taxes on income

18,607

16,027

Taxes on income

5,396

4,768

Net income
$
13,211

$
11,259

Net income per share:

Basic
$
0.30

$
0.25

Diluted
$
0.29

$
0.25

Shares used in computation:

Basic

44,669,661

44,540,865

Diluted

44,952,669

44,798,306


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

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

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

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

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

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

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

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

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

(See accompanying notes to the consolidated financial statements)

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FIRST FOUNDATION INC.

CONSOLIDATED STATEMENT OF CHANGES

IN SHAREHOLDERS’ EQUITY - UNAUDITED

(In thousands, except share amounts)


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

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

Common Stock

Accumulated Other

Number
of Shares

Amount

Additional
Paid-in Capital

Retained Earnings

Comprehensive
Income (Loss)

Total
Balance: December 31, 2018

44,496,007

$
44

$
431,832

$
128,461

$
(1,153
)

$
559,184

Net income

—

—

—

11,259

—

11,259

Other comprehensive loss

—

—

—

—

(759
)

(759
)
Stock based compensation

—

—

692

—

—

692

Cash dividend

—

—

—

(2,230
)

—

(2,230
)
Issuance of common stock:

Exercise of options

13,000

—

97

—

—

97

Stock grants – vesting of Restricted Stock Units

111,824

—

—

—

—

—

Balance: March 31, 2019

44,620,831

$
44

$
432,621

$
137,490

$
(1,912
)

$
568,243

Balance: December 31, 2019

44,670,743

$
45

$
433,775

$
175,773

$
4,276

$
613,869

Net income

—

—

—

13,211

—

13,211

Other comprehensive income

—

—

—

—

547

547

Stock based compensation

—

—

767

—

—

767

Cash dividend

—

—

—

(3,132
)

—

(3,132
)
Issuance of common stock:

Exercise of options

86,000

—

645

—

—

645

Stock grants – vesting of Restricted Stock Units

83,057

—

—

—

—

—

Stock Repurchase

(224,334
)

—

(2,824
)

—

—

(2,824
)
Balance: March 31, 2020

44,615,466

$
45

$
432,363

$
185,852

$
4,823

$
623,083

(See accompanying notes to the consolidated financial statements)

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Table of Contents

FIRST FOUNDATION INC.

CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME - UNAUDITED

(In thousands)


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

For the Quarter Ended March 31,

2020

2019

Net income
$
13,211

$
11,259

Other comprehensive income (loss):

Unrealized holding gains (losses) on securities arising during the period

772

(1,074
)
Other comprehensive income (loss) before tax

772

(1,074
)
Income tax expense (benefit) related to items of other comprehensive income

225

(315
)
Other comprehensive income (loss)

547

(759
)
Total comprehensive income
$
13,758

$
10,500

(See accompanying notes to the consolidated financial statements)

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Table of Contents

FIRST FOUNDATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(In thousands)

For the Three Months
Ended March 31,

2020

2019

Cash Flows from Operating Activities:

Net income
$
13,211

$
11,259

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses - loans

2,279

540

Provision for credit losses – securities AFS

1,800

—

Stock–based compensation expense

767

692

Depreciation and amortization

763

738

Deferred tax expense

1,722

734

Amortization of core deposit intangible

519

630

Amortization of mortgage servicing rights – net

361

320

Amortization of premiums on purchased loans – net

(4,174
)

(2,171
)
Gain on sale of REO

—

(118
)
Gain from hedging activities

(36
)

(291
)
(Increase) decrease in other assets

(7,355
)

887

Decrease in accounts payable and other liabilities

(8,973
)

(2,028
)
Net cash provided by operating activities

884

11,192

Cash Flows from Investing Activities:

Net increase in loans

(263,552
)

(141,346
)
Proceeds from sale of REO

—

468

Purchase of premises and equipment

(977
)

(852
)
Recovery of allowance for credit losses

451

208

Purchases of AFS securities

(3,000
)

—

Maturities of AFS securities

55,443

20,537

Sale (purchases) of FHLB stock, net

351

(2,427
)
Net cash used in investing activities

(211,284
)

(123,412
)

Cash Flows from Financing Activities:

Increase in deposits

139,683

35,734

Net increase in FHLB advances

51,000

92,000

Dividends paid

(3,132
)

(2,230
)
Proceeds from sale of stock, net

645

97

Repurchase of stock

(2,824
)

—

Net cash provided by financing activities

185,372

125,601

Increase (decrease) in cash and cash equivalents

(25,028
)

13,381

Cash and cash equivalents at beginning of year

65,387

67,312

Cash and cash equivalents at end of period
$
40,359

$
80,693

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Income taxes
$
—

$
149

Interest

19,804

17,447

Noncash transactions:

Transfer of loans to loans held for sale
$
10,163

$
101,397

Chargeoffs against allowance for credit losses

530

548


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

(See accompanying notes to the consolidated financial statements)

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Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 - UNAUDITED

NOTE 1: BASIS OF PRESENTATION

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

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

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

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

Recently ~~adopted accounting guidance~~Adopted Accounting Guidance

Measurement of Credit Losses on Financial Instruments: In June 2016, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ~~ASU~~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 ~~U.S. GAAP.~~

generally accepted accounting principles (“GAAP”). There was not any cumulative effect adjustment upon adoption. The ~~Company elected to continue to account~~instruments that were accounted for ~~purchase~~as purchased credit impaired (“PCI”) ~~as a pool~~are transitioned under ~~ASC 310-30 and applied~~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~~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. ~~The effective interest rate on these debt securities was not changed.~~

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 ~~ASC~~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

6

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

retains the concept from the OTTI model that credit losses are recognized once securities become impaired. For Securities AFS, a decline in fair value due to credit loss results in recognition of an allowance for credit losses. Impairment may result from credit deterioration of the issuer or collateral underlying the security. The assessment of determining if a decline in fair value resulted from a credit loss is performed at the individual security level. Among other factors, the Company considers: 1) the extent to which the fair value is less than the amortized cost basis; 2) the financial condition and near term prospects of the issuer, including consideration of relevant financial metrics or ratios of the issuer; 3) any adverse conditions related to an industry or geographic area of an issuer; 4) any changes to the rating of the security by a rating agency; and 5) any past due principal or interest payments from the issuer. If an assessment of the above factors indicates that a credit loss exists, the Company records an allowance for credit losses for the excess of the amortized cost basis over the present value of cash flows expected to be collected, limited to the amount that the ~~security's~~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

6

~~FIRST FOUNDATION INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three Months Ended March 31, 2020 – UNAUDITED~~

and discounts are suspended when the credit loss is recognized in earnings. Any interest received after the security has been placed on nonaccrual status is recognized on a cash basis. Accrued interest receivable on Securities AFS is excluded from the estimate of expected credit losses.

The provision for credit losses on the consolidated income statement includes the provisions for credit losses for loans and securities AFS. For the ~~quarter~~six months ending ~~March 31,~~June 30, 2020, the provision for credit losses for loans was ~~$2.3~~$3 million and the provision for credit losses for ~~securities~~Securities AFS was ~~$1.8~~$2.4 million, resulting in a total provision for credit losses of ~~$4.1~~$5.4 million.

Recent Accounting Pronouncements

In March 2020, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update (“ASU”)~~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 ~~generally accepted accounting principles (“GAAP”)~~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~~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”)~~ASC to reflect changes in SEC Final Rule Releases (“SEC Releases”) No. 33-10532, Disclosure Update and Simplification and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization. The effective date and transition requirements for the amendments in this ASU are the same as the effective dates and transition requirements in SEC Releases 33-10532, 33-10231, and 33-10442, as amended by this ASU. The adoption of ASU 2019-07 is not expected to have a significant impact on the ~~Company's~~Company’s consolidated financial statements.

7

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

NOTE 2:2: FAIRVALUEMEASUREMENTS

Assets Measured at Fair Value on a Recurring Basis

F~~air~~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~~Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

7

~~FIRST FOUNDATION INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three Months Ended March 31, 2020 – UNAUDITED~~

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

Thefollowingtablesshowtherecordedamountsofassetsandliabilitiesmeasuredatfairvalueona recurringbasisas of:


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

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

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

Fair Value Measurement Level

(dollars in thousands)

Total

Level 1

Level 2

Level 3

March 31, 2020:

Investment securities available for sale:

Agency mortgage-backed securities

$
862,811

$
—

$
862,811

$
—

Beneficial interest – FHLMC securitizations

38,415

—

—

38,415

Corporate bonds

58,786

—

58,786

—

Other

1,465

409

1,056

—

Investment in equity securities

293

293

—

—

Total assets at fair value on a recurring basis

$
961,770

$
702

$
922,653

$
38,415

Derivatives:

Interest rate swaps

$
8,333

$
—

$
8,333

$
—

December 31, 2019:

Investment securities available for sale:

Agency mortgage-backed securities

$
914,977

$
—

$
914,977

$
—

Beneficial interest – FHLMC securitizations

42,706

—

—

42,706

Corporate bonds

55,834

—

55,834

—

Other

1,449

403

1,046

—

Investment in equity securities

434

434

—

—

Total assets at fair value on a recurring basis

$
1,015,400

$
837

$
971,857

$
42,706

8

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

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

Due to ~~higher than~~a change in expected ~~prepayments~~cash flows on ~~an underlying 2016 securitization, especially during the last three quarters, the value of~~ an interest only strip security, ~~became impaired and we were required to reduce~~a $2.4 million allowance was taken in the ~~value~~first six months of ~~the security by $1.8 million.~~2020.

Assets Measured at Fair Value on a Nonrecurring Basis

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

Loans. Loans measured at fair value on a nonrecurring basis include collateral dependent loans held for investment. The specific reserves for these loans are based on collateral value, net of estimated disposition costs and other identified quantitative inputs. Collateral value is determined based on independent third-party appraisals or internally-developed discounted cash flow analyses. Internal discounted cash flow analyses are also utilized to estimate the fair value of these loans, which considers internally-developed, unobservable inputs such as discount rates, default rates, and loss severity. When the fair value of the collateral is based on an observable market price or a current appraised value, we measure the impaired loan at nonrecurring Level 2. When an appraised value is not available, or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price or a discounted cash flow has been used to determine the fair value, we measure the impaired loan at nonrecurring Level 3. The total collateral dependent impaired Level 3 loans were ~~$18.0~~$18.7 million and $18.9 million at ~~March 31,~~June 30, 2020 and December 31, 2019, respectively. There were 0 specific reserves related to these loans at ~~March 31,~~June 30, 2020 and December 31, 2019.

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

Mortgage Servicing Rights. When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gains on sales of loans. Fair value is based on a valuation model that calculates the present value of estimated future net servicing income, resulting in a Level 3 classification. All classes of servicing assets are

8

~~FIRST FOUNDATION INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three Months Ended March 31, 2020 – UNAUDITED~~

subsequently measured using the amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

Fair Value of Financial Instruments

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

9

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

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

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

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

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

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

Investment Securities Available for Sale. Investment securities available-for-sale are measured at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. When a market is illiquid or there is a lack of transparency around the inputs to valuation, the securities are classified as Level 3 and reliance is placed upon internally developed models, and management judgment and evaluation for valuation. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include beneficial interests in FHLMC securitizations. Significant assumptions in the valuation of these Level 3 securities as of ~~March 31,~~June 30, 2020 and December 31, 2019 included prepayment rates ranging from 15% to 25% and discount rates ranging from ~~6.6%~~7.5% to 10%.

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

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

9

~~FIRST FOUNDATION INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three Months Ended March 31, 2020 – UNAUDITED~~

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.

10

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

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

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

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

	Carrying		Fair Value Measurement Level

											Carrying		Fair Value Measurement Level
(dollars in thousands)	Value		1		2		3		Total		Value		1		2		3		Total
March 31, 2020:
June 30, 2020:
Assets:
Cash and cash equivalents	$	40,359	$	40,359	$	—	$	—	$	40,359	$	414,179	$	414,179	$	—	$	—	$	414,179
Securities AFS		961,477		409		922,653		38,415		961,477
Securities AFS, net												861,407		407		832,044		28,956		861,407
Loans held for sale		520,721		—		526,082		—		526,082		527,970		—		533,565		—		533,565
Loans, net		4,782,513		—		—		4,831,887		4,831,887		5,108,683		—		—		5,163,076		5,163,076
Investment in FHLB stock		21,168		—		21,168		—		21,168		23,598		—		23,598		—		23,598
Investment in equity securities		293		293		—		—		293		299		299		—		—		299

Liabilities:
Deposits	$	5,030,827	$	3,080,232	$	1,950,121	$	—	$	5,030,353	$	5,647,841	$	3,825,306	$	1,832,007	$	—	$	5,657,313
Borrowings		794,000		—		784,000		10,000		794,000		764,600		—		760,000		4,600		764,600
Interest rate swaps		8,333		—		8,333		—		8,333		11,688		—		11,688		—		11,688


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

1011

Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 –- UNAUDITED

NOTE 3: SECURITIES

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

		Amortized	Gross Unrealized					Estimated

										Amortized		Gross Unrealized				Allowance for		Estimated
(dollars in thousands)		Cost	Gains		Losses			Fair Value		Cost		Gains		Losses		Credit Losses		Fair Value
March 31, 2020:
June 30, 2020:
Agency mortgage-backed securities	$	855,835	$	17,589	$	(10,613	)	$	862,811	$	761,247	$	11,884	$	—	$	—	$	773,131
Beneficial interests in FHLMC securitization		40,433		878		(2,896	)		38,415		36,637		241		(5,551)		(2,371)		28,956
Corporate bonds		57,000		1,921		(135	)		58,786		57,000		935		(108)		—		57,827
Other		1,392		73		—			1,465		1,399		94		—		—		1,493
Total	$	954,660	$	20,461	$	(13,644	)	$	961,477	$	856,283	$	13,154	$	(5,659)	$	(2,371)	$	861,407

December 31, 2019:
Agency mortgage-backed securities	$	905,949	$	9,174	$	(146	)	$	914,977	$	905,949	$	9,174	$	(146)	$	—	$	914,977
Beneficial interests in FHLMC securitization		47,586		1,801		(6,681	)		42,706		47,586		1,801		(6,681)		—		42,706
Corporate bonds		54,000		1,834		—			55,834		54,000		1,834		—		—		55,834
Other		1,386		63		—			1,449		1,386		63		—		—		1,449
Total	$	1,008,921	$	12,872	$	(6,827	)	$	1,014,966	$	1,008,921	$	12,872	$	(6,827)	$	—	$	1,014,966

US Treasury securities of $0.4 million as of ~~March 31,~~June 30, 2020 that are included in the table above as Other are pledged as collateral to the State of California to meet regulatory requirements related to the Bank’s trust operations. As of ~~March 31,~~June 30, 2020, ~~$74~~$131 million of agency mortgage-backed securities are pledged as collateral as support for the Bank’s obligations under loan sales and securitization agreements entered into in 2019 and 2018.

Thetables ~~belo~~wbelow indicate,,asof~~March 31,~~ as of June 30, 2020 and December 31, 2019,the~~gros~~s~~unrealize~~d~~losse~~sand~~fai~~r~~value~~sofour~~investments~~,~~aggregate~~dby~~investmen~~t~~categor~~y 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.

~~lengt~~hof~~tim~~e~~tha~~tthe~~individua~~l~~securitie~~s~~hav~~e~~bee~~nina ~~continuou~~s~~unrealize~~d~~los~~s~~position.~~


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

	Securities with Unrealized Loss at March 31, 2020
	Less than 12 months					12 months or more					Total

																Securities with Unrealized Loss at December 31, 2019
																Less than 12 months				12 months or more				Total
																Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(dollars in thousands)	Fair Value			Unrealized Loss		Fair Value			Unrealized Loss		Fair Value		Unrealized Loss			Value		Loss		Value		Loss		Value		Loss
Agency mortgage-backed securities	$	501,901	$	(10,613	)	$	—	$	—		$	501,901	$	(10,613	)	$	5,488	$	(2)	$	13,880	$	(144)	$	19,368	$	(146)
Beneficial interests in FHLMC securitization		18,667		(2,607	)		503		(289	)		19,170		(2,896	)		20,609		(2,856)		3,220		(3,825)		23,829		(6,681)
Corporate bonds		14,865		(135	)		—		—			14,865		(135	)
Other		—		—			—		—			—		—
Total temporarily impaired securities	$	535,433		(13,355	)	$	503	$	(289	)	$	535,936	$	(13,644	)	$	26,097	$	(2,858)	$	17,100	$	(3,969)	$	43,197	$	(6,827)

Securities with Unrealized Loss at December 31, 2019

Less than 12 months

12 months or more

Total

(dollars in thousands)

Fair Value

Unrealized
Loss

Fair Value

Unrealized
Loss

Fair Value

Unrealized
Loss

Agency mortgage-backed securities

$
5,488

$
(2
)

$
13,880

$
(144
)

$
19,368

$
(146
)
Beneficial interests in FHLMC securitization

20,609

(2,856
)

3,220

(3,825
)

23,829

(6,681
)
Total temporarily impaired securities

$
26,097

$
(2,858
)

$
17,100

$
(3,969
)

$
43,197

$
(6,827
)

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

12

Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

fair value resulted from a credit loss is performed at the individual security level. Among other factors considered are: 1) the extent to which the fair value is less than the amortized cost basis; 2) the financial condition and near term prospects of the issuer, including consideration of relevant financial metrics or ratios of the issuer; 3) any adverse conditions related to an industry or geographic area of an issuer; 4) any changes to the rating of the security by a

11

~~FIRST FOUNDATION INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three Months Ended March 31, 2020 – UNAUDITED~~

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~~security’s fair value is less than its amortized cost basis. Subsequent changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Interest accruals and amortization and accretion of premiums and discounts are suspended when the credit loss is recognized in earnings. Any interest received after the security has been placed on nonaccrual status is recognized on a cash basis.

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

~~Allowance for credit losses – Securities AFS~~
~~(dollars in thousands)~~
~~Balance: December 31, 2019~~	$	—
~~Provision for credit losses~~		~~1,800~~
~~Impairment recorded~~		~~(1,800~~	)
~~Balance: March 31, 2020~~		—

Due to ~~higher than~~a change in expected ~~prepayments on an underlying 2016 securitization, especially during the last three quarters, the value~~cash flows of an interest only strip security, ~~became impaired and we were required to reduce~~a $2.4 million allowance was taken in the ~~value~~first six months of ~~the security by $1.8 million.~~2020. The ~~impairment~~allowance was included as a charge in provision for credit losses on the consolidated income statement.

1213

Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 –- UNAUDITED

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


																Less than			1 Through			5 Through			After
(dollars in thousands)	Less than 1 Year			1 Through 5 years			5 Through 10 Years			After 10 Years			Total			1 Year			5 years			10 Years			10 Years			Total
March 31, 2020
June 30, 2020
Amortized Cost:
Corporate bonds	$	—		$	—		$	57,000		$	—		$	57,000		$	—		$	—		$	57,000		$	—		$	57,000
Other		—			400			992			—			1,392			400			—			999			—			1,399
Total		—			400			57,992			—			58,392		$	400		$	—		$	57,999		$	—		$	58,399
Weighted average yield		—	%		2.26	%		5.35	%		—	%		5.33	%		2.16	%		—	%		5.35	%		—	%		5.33	%
Estimated Fair Value:
Corporate bonds	$	—		$	—		$	58,786		$	—		$	58,786		$	—		$	—		$	57,827		$	—		$	57,827
Other		—			409			1,056			—			1,465			407			—			1,086			—			1,493
Total	$	—		$	409		$	59,842		$	—		$	60,251		$	407		$	—		$	58,913		$	—		$	59,320

(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	$	—		$	—		$	54,000		$	—		$	54,000
Other		—			400			986			—			1,386
Total	$	—		$	400		$	54,986		$	—		$	55,386
Weighted average yield		—	%		2.25	%		5.29	%		—	%		5.27	%
Estimated Fair Value:
Corporate bonds	$	—		$	—		$	55,834		$	—		$	55,834
Other		—			403			1,046			—			1,449
Total	$	—		$	403		$	56,880		$	—		$	57,283


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

Agency mortgage-backed securities and beneficial interests in FHLMC securitizations are excluded from the above table because such securities are not due at a single maturity date. The weighted average yield of the agency mortgage-backed securities and beneficial interests as of ~~March 31,~~June 30, 2020 was ~~2.37%~~2.48%.

14

Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

NOTE 4: LOANS

The following is a summary of our loans as of:


					June 30,		December 31,
(dollars in thousands)	March 31, 2020		December 31, 2019		2020		2019
Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily	$	2,369,081	$	2,143,919	$	2,556,332	$	2,143,919
Single family		851,443		871,181		839,537		871,181
Total real estate loans secured by residential properties		3,220,524		3,015,100		3,395,869		3,015,100
Commercial properties		793,182		834,042		774,939		834,042
Land		68,101		70,257		65,094		70,257
Total real estate loans		4,081,807		3,919,399		4,235,902		3,919,399
Commercial and industrial loans		696,596		600,213		875,464		600,213
Consumer loans		17,476		16,273		18,640		16,273
Total loans		4,795,879		4,535,885		5,130,006		4,535,885
Premiums, discounts and deferred fees and expenses		9,634		11,748		6,806		11,748
Total	$	4,805,513	$	4,547,633	$	5,136,812	$	4,547,633

13

~~FIRST FOUNDATION INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three Months Ended March 31, 2020 – UNAUDITED~~

~~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.~~

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 ~~purchased credit impaired~~PCD loans is as follows as of:


							June 30,		December 31,
(dollars in thousands)	March 31, 2020			December 31, 2019			2020		2019
Outstanding principal balance:
Loans secured by real estate:
Residential properties	$	364		$	366		$	291	$	366
Commercial properties		5,544			6,146			5,529		6,146
Land		—			1,058			—		1,058
Total real estate loans		5,908			7,570			5,820		7,570
Commercial and industrial loans		328			603			317		603
Total loans		6,236			8,173			6,137		8,173
Unaccreted discount on purchased credit impaired loans		(3,129	)		(3,657	)
Unaccreted discount on purchased credit deteriorated loans								—		(3,657)
Total	$	3,107		$	4,516		$	6,137	$	4,516

~~Accretable yield, or income expected to be collected on purchased credit impaired loans, and the related changes, is as follows for the periods indicated:~~

(dollars in thousands)

Three Months Ended March 31, 2020

Year Ended December 31,
2019

Beginning balance

$
402

$
767

Accretion of income

(28
)

(311
)
Reclassification from nonaccretable difference

(300
)

10

Disposals

—

(64
)
Ending balance

$
74

$
402

15

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

Past Due and Still Accruing

Total Past

(dollars in thousands)

30–59 Days

60-89 Days

90 Days
or More

Nonaccrual

Due and
Nonaccrual

Current

Total

March 31, 2020:

Real estate loans:

Residential properties

$
—

$
—

$
—

$
1,704

$
1,704

$
3,226,037

$
3,227,741

Commercial properties

—

—

399

2,355

2,754

790,561

793,315

Land

500

—

—

—

500

67,525

68,025

Commercial and industrial loans

1,023

233

—

5,173

6,429

692,441

698,870

Consumer loans

2

—

—

18

20

17,542

17,562

Total

$
1,525

$
233

$
399

$
9,250

$
11,407

$
4,794,106

$
4,805,513

Percentage of total loans

0.03
%

0.00
%

0.01
%

0.19
%

0.24
%

December 31, 2019:

Real estate loans:

Residential properties

$
89

$
13

$
—

$
1,743

$
1,845

$
3,013,255


$
3,015,100

Commercial properties

7,586

—

403

2,410

10,399

823,643



834,042

Land

—

—

—

—

—

70,257



70,257

Commercial and industrial loans

695

2,007

—

8,714

11,416

588,797



600,213

Consumer loans
��

22

3

—

—

25

16,248



16,273

Total

$
8,392

$
2,023

$
403

$
12,867

$
23,685

$
4,512,200


$
4,535,885

Percentage of total loans

0.19
%

0.04
%

0.01
%

0.28
%

0.52
%

14

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 –- UNAUDITED

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


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

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

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

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

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


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

March 31, 2020

December 31, 2019

(dollars in thousands)

Accrual

Nonaccrual

Total

Accrual

Nonaccrual

Total

Residential loans

$
1,200

$
—

$
1,200

$
1,200

$
—

$
1,200

Commercial real estate loans

1,168

1,405

2,573

1,188

2,166

3,354

Commercial and industrial loans

618

3,531

4,149

557

2,972

3,529

Total

$
2,986

$
4,936

$
7,922

$
2,945

$
5,138

$
8,083

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


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

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

16		~~Outstanding Recorded Investment~~
~~(dollars in thousands)~~	~~Number of loans~~	~~Pre-Modification~~		~~Post-Modification~~		~~Financial Impact~~
~~Three Months Ended March 31, 2020:~~
~~Residential loans~~	—	$	—	$	—	$	—
~~Commercial real estate loans~~	—		—		—		—
~~Commercial and industrial loans~~	—		—		—		—
~~Total~~	—	$	—	$	—	$	—

Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

Outstanding Recorded Investment

(dollars in thousands)

Number of loans

Pre-Modification

Post-Modification

Financial Impact
Year Ended December 31, 2019:

Residential loans

1

$
1,200

$
1,200

$
—
Commercial real estate loans

1

2,872

2,872

—
Commercial and industrial loans

7

1,754

1,754

—
Total

9

$
5,826

$
5,826

$
—

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

15

~~FIRST FOUNDATION INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three Months Ended March 31, 2020 – UNAUDITED~~

NOTE 5: ALLOWANCE FOR CREDIT LOSSES

The following is a roll forward of the Bank’s allowance for credit losses related to loans for the ~~quarters ended March 31:~~following periods:


														Beginning		Adoption of		Provision for						Ending
(dollars in thousands)	Beginning Balance		Provision for Credit Losses			Charge-offs			Recoveries		Ending Balance			Balance		ASC 326		Credit Losses		Charge-offs		Recoveries		Balance
2020:
Quarter Ended June 30, 2020:
Real estate loans:
Residential properties	$	8,423	$	(2,034	)	$	—		$	—	$	6,389		$	6,026	$	—	$	730	$	—	$	—	$	6,756
Commercial properties		4,166		772			—			—		4,938			1,178		—		8,133		—		—		9,311
Land		573		771			—			—		1,344			1,252		—		2,116		—		—		3,368
Commercial and industrial loans		7,448		2,756			(530	)		451		10,125			10,125		—		(1,225)		(525)		113		8,488
Consumer loans		190		14			—			—		204			204		—		2		—		—		206
Total	$	20,800	$	2,279		$	(530	)	$	451	$	23,000		$	18,785	$	—	$	9,756	$	(525)	$	113	$	28,129

2019:
Six Months Ended June 30, 2020:
Real estate loans:
Residential properties	$	9,216	$	422		$	—		$	—	$	9,638		$	8,423	$	(363)	$	(1,304)	$	—	$	—	$	6,756
Commercial properties		4,547		(232	)		—			—		4,315	��		4,166		(3,760)		8,905		—		—		9,311
Land		391		(149	)		—			—		242			573		(92)		2,887		—		—		3,368
Commercial and industrial loans		4,628		503			(543	)		207		4,795			7,448		—		1,531		(1,055)		564		8,488
Consumer loans		218		(4	)		(5	)		1		210			190		—		16		—		—		206
Total	$	19,000	$	540		$	(548	)	$	208	$	19,200		$	20,800	$	(4,215)	$	12,035	$	(1,055)	$	564	$	28,129

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

16

Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 –- UNAUDITED

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

	Allowance for Credit Losses								Unaccreted Credit
	Evaluated for Impairment				Purchased				Component

											Allowance for Credit Losses								Unaccreted
															Purchased				Credit
											Evaluated for Impairment				Credit				Component
(dollars in thousands)	Individually		Collectively		Impaired		Total		Other Loans		Individually		Collectively		Deteriorated		Total		Other Loans
March 31, 2020:
June 30, 2020:
Allowance for credit losses:
Real estate loans:
Residential properties	$	—	$	6,389	$	—	$	6,389			$	34	$	6,722	$	—	$	6,756	$
Commercial properties		—		4,938		—		4,938				385		8,926		—		9,311
Land		—		1,344		—		1,344				—		3,368		—		3,368
Commercial and industrial loans		1,189		8,936		—		10,125				784		7,704		—		8,488
Consumer loans		19		185		—		204				—		206		—		206
Total	$	1,208	$	21,792	$	—	$	23,000			$	1,203	$	26,926	$	—	$	28,129	$
Loans:
Real estate loans:
Residential properties	$	2,909	$	3,224,832	$	—	$	3,227,741			$	5,556	$	3,390,022	$	291	$	3,395,869	$
Commercial properties		7,315		783,129		2,871		793,315				6,546		762,864		5,529		774,939
Land		—		68,025		—		68,025				500		64,594		—		65,094
Commercial and industrial loans		7,715		690,919		236		698,870				6,067		869,080		317		875,464
Consumer loans		18		17,544		—		17,562				17		18,623		—		18,640
Total	$	17,957	$	4,784,449	$	3,107	$	4,805,513			$	18,686	$	5,105,183	$	6,137	$	5,130,006	$

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

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

17Assets that were previously accounted for as PCI under ASC 310-30 are accounted for as PCD assets under the new impairment standard. When instruments that were accounted for as PCI are transitioned to the new PCD model, a

18

Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 –- UNAUDITED

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

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

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

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

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

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

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

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


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

(dollars in thousands)

Pass

Special
Mention

Substandard Loans

Loans Individually Evaluated

Total

March 31, 2020:

Real estate loans:

Residential properties

$
3,224,832

$
—

$
—

$
2,909

$
3,227,741

Commercial properties

781,902

1,227

2,871

7,315

793,315

Land

68,025

—

—

—

68,025

Commercial and industrial loans

683,273

7,646

236

7,715

698,870

Consumer loans

17,544

—

—

18

17,562

Total

$
4,775,576

$
8,873

$
3,107

$
17,957

$
4,805,513

December 31, 2019:

Real estate loans:

Residential properties

$
3,012,203


$
—


$
—


$
2,897


$
3,015,100

Commercial properties

821,425



679



5,249



6,689



834,042

Land

69,476



—



781



—



70,257

Commercial and industrial loans

579,153



8,202



3,542



9,316



600,213

Consumer loans

16,273



—



—



—



16,273

Total

$
4,498,530


$
8,881


$
9,572


$
18,902


$
4,535,885

19

18Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 –- UNAUDITED

The risk categories of loans based on year of origination, with classified loans defined as special mention loans, substandard loans and loans individually evaluated as of ~~March 31,~~June 30, 2020, are as follows:


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

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

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

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

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

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

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

(dollars in thousands)

2020

2019

2018

2017

2016

Prior

Revolving
Loans

Total

Loans secured by Real Estate:

Residential

Multifamily

Pass

$
437,964

$
697,119

$
611,435

$
377,833

$
161,356

$
89,830

$
—

$
2,375,537

Classified

—

—

—

—

—

—

—

—

Total

$
437,964

$
697,119

$
611,435

$
377,833

$
161,356

$
89,830

$
—

$
2,375,537

Single Family

Pass

$
23,415

$
113,706

$
159,875

$
137,909

$
143,315

$
241,893

$
29,182

$
849,295

Classified

—

—

—

1,998

—

611

300

2,909

Total

$
23,415

$
113,706

$
159,875

$
139,907

$
143,315

$
242,504

$
29,482

$
852,204

Commercial Real Estate

Pass

$
6,069

$
109,467

$
145,796

$
141,447

$
133,583

$
246,708

$
—

$
783,070

Classified

—

44

—

1,716

1,300

7,184

—

10,244

Total

$
6,069

$
109,511

$
145,796

$
143,163

$
134,883

$
253,892

$
—

$
793,314

Land and Constructions

Pass

$
—

$
13,618

$
22,605

$
29,946

$
794

$
1,062

$
—

$
68,025

Classified

—

—

—

—

—

—

—

—

Total

$

$
13,618

$
22,605

$
29,946

$
794

$
1,062

$
—

$
68,025

Commercial

Pass

$
80,076

$
195,489

$
89,205

$
25,538

$
17,905

$
22,409

$
252,711

$
683,333

Classified

76

3,886

813

475

4,906

276

5,105

15,537

Total

$
80,152

$
199,375

$
90,018

$
26,013

$
22,811

$
22,685

$
257,816

$
698,870

Consumer

Pass

$
1,514

$
—

$
1,465

$
5

$
7,194

$
146

$
7,220

$
17,544

Classified

—

—

—

18

—

—

—

18

Total

$
1,514

$
—

$
1,465

$
23

$
7,194

$
146

$
7,220

$
17,562

Total loans

Pass

$
549,038

$
1,129,399

$
1,030,381

$
712,678

$
464,147

$
602,048

$
289,113

$
4,776,804

Classified

76

3,930

831

4,189

6,207

8,071

5,405

28,709

Total

$
549,114

$
1,133,329

$
1,031,212

$
716,867

$
470,354

$
610,119

$
294,518

$
4,805,513

20

Table of Contents

19

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Three~~Six Months Ended ~~March 31, 2020 –~~June 30, 2020��- UNAUDITED

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

	With No Allowance Recorded				With an Allowance Recorded

											With No Allowance Recorded				With an Allowance Recorded
											Unpaid				Unpaid
											Principal		Recorded		Principal		Recorded		Related
(dollars in thousands)	Unpaid Principal Balance		Recorded Investment		Unpaid Principal Balance		Recorded Investment		Related Allowance		Balance		Investment		Balance		Investment		Allowance
March 31, 2020:
June 30, 2020:
Real estate loans:
Residential properties	$	1,200	$	1,200	$	1,785	$	1,710	$	—	$	4,849	$	4,803	$	801	$	753	$	32
Commercial properties		4,963		4,955		2,622		2,359		—		5,686		5,398		1,148		1,148		101
Land		—		—		—		—		—		500		500		—		—		—
Commercial and industrial loans		2,470		2,489		5,791		5,226		1,189		3,405		3,046		3,207		3,021		778
Consumer loans		—		—		19		18		19		17		17		—		—		—
Total	$	8,633	$	8,644	$	10,217	$	9,313	$	1,208	$	14,457	$	13,764	$	5,156	$	4,922	$	911

December 31, 2019:
December 31, 2019:
Real estate loans:
Residential properties	$	2,970	$	2,897	$	—	$	—	$	—	$	2,970	$	2,897	$	—	$	—	$	—
Commercial properties		5,683		5,456		1,188		1,188		107		5,683		5,456		1,188		1,188		107
Land		—		—		—		—		—		—		—		—		—		—
Commercial and industrial loans		6,485		5,708		3,764		3,653		763		6,485		5,708		3,764		3,653		763
Total	$	15,138	$	14,061	$	4,952	$	4,841	$	870	$	15,138	$	14,061	$	4,952	$	4,841	$	870

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

	Three Months Ended March 31, 2020				Year Ended December 31, 2019

									Six Months Ended				Year Ended
									June 30, 2020				December 31, 2019
									Average				Average
									Recorded		Interest		Recorded		Interest
(dollars in thousands)	Average Recorded Investment		Interest Income		Average Recorded Investment		Interest Income		Investment		Income		Investment		Income
Real estate loans:
Residential properties	$	2,974	$	13	$	1,765	$	13	$	6,316	$	26	$	1,765	$	13
Commercial properties		7,126		59		8,889		341		10,925		118		8,889		341
Land		—		—		523		—		165				523		—
Commercial and industrial loans		9,774		881		10,608		11		12,450		891		10,608		11
Consumer loans		6		—		—		—		25		—		—		—
Total	$	19,880	$	953	$	21,785	$	365	$	29,881	$	1,035	$	21,785	$	365

There was 0 interest income recognized on a cash basis in either 2020 or 2019 on these loans.

21

Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

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


															Equipment/					ACL
(dollars in thousands)	Real Estate		Cash		Equipment/ Receivables		Total		ACL Allocation		Real Estate		Cash		Receivables		Total			Allocation
March 31, 2020:
June 30, 2020:
Loans secured by Real Estate:
Residential properties
Single family	$	2,985	$	—	$	—	$	2,985	$	—	$	3,649	$	—	$	—	$	3,649	$	—
Commercial real estate loans		7,585		—		—		7,585		—		421		—		—		421		—
Land		—		—		—		—		—		500		—		—		500		—
Commercial loans		5,267		250		1,983		7,500		558		1,039		250		1,180		2,469		116
Consumer loans		—		—		—		—		—		—		18		—		18		—
Total	$	15,837	$	250	$	1,983	$	18,070	$	558	$	5,609	$	268	$	1,180	$	7,057	$	116

20

~~FIRST FOUNDATION INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three Months Ended March 31, 2020 – UNAUDITED~~

NOTE 6: LOAN SALES AND MORTGAGE SERVICING RIGHTS

In 2019, FFB recognized $4.2 million of gains on the sale of $549 million of multifamily loans. For sales of multifamily loans, FFB retained servicing rights for the majority of these loans and recognized mortgage servicing rights as part of the transactions. As of ~~March 31,~~June 30, 2020 and December 31, 2019, mortgage servicing rights were ~~$6.6~~$5.8 million and $7 million, respectively and the amount of loans serviced for others totaled $1.4 billion at ~~March 31,~~June 30, 2020 and $1.7 billion at December 31, 2019. The $5.8 million in mortgage servicing rights as of June 30, 2020 is net of a $0.5 million valuation allowance. Servicing fees for the ~~three~~six months ended ~~March 31,~~June 30, 2020, and in 2019 were ~~$0.4~~$0.3 million and ~~$1.7~~$0.8 million, respectively.

NOTE 7: DEPOSITS

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

	March 31, 2020					December 31, 2019

											June 30, 2020				December 31, 2019
													Weighted				Weighted
(dollars in thousands)	Amount		Weighted Average Rate			Amount		Weighted Average Rate			Amount		Average Rate		Amount		Average Rate
Demand deposits:
Noninterest-bearing	$	1,315,114		—		$	1,192,481		—		$	1,770,382	—		$	1,192,481	—
Interest-bearing		384,215		0.436	%		386,276		0.635	%		411,053	0.308	%		386,276	0.635	%
Money market and savings		1,380,903		0.849	%		1,334,736		1.355	%		1,643,871	0.799	%		1,334,736	1.355	%
Certificates of deposits		1,950,595		1.732	%		1,977,651		1.971	%		1,822,535	1.277	%		1,977,651	1.971	%
Total	$	5,030,827		0.938	%	$	4,891,144		1.217	%	$	5,647,841	0.667	%	$	4,891,144	1.217	%

At ~~March 31,~~June 30, 2020, of the ~~$559~~$553 million of certificates of deposits of $250,000 or more, ~~$557~~$546 million mature within one year and $2$7 million mature after one year. Of the ~~$1.4~~$1.3 billion of certificates of deposit of less than $250,000, ~~$1.4~~$1.3 billion mature within one year and ~~$12~~$16 million mature after one year. At December 31, 2019, of the $472 million of certificates of deposits of $250,000 or more, $471 million mature within one year and $0.8 million mature after one year. Of the $1.5 billion of certificates of deposit of less than $250,000, $1.5 billion mature within one year and $13 million mature after one year.

NOTE 8: BORROWINGS

At ~~March 31,~~June 30, 2020, our borrowings consisted of ~~$34 million of overnight FHLB advances at the Bank,~~ $750 million in FHLB term advances at the Bank, $10 million in FHLB zero interest advances, and ~~$10~~$4.6 million of borrowings under a holding company line of credit. At

22

Table of Contents

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

December 31, 2019, our borrowings consisted of $233 million of overnight FHLB advances at the Bank, a $500 million FHLB term advance at the Bank, and $10 million of borrowings under a holding company line of credit. The $500 million and $250 million FHLB term advances outstanding at ~~March 31,~~June 30, 2020 mature in September 2020 and ~~March~~April 2021, ~~respectively,~~ and bear interest rates of 1.77% and 0.47%, respectively. The ~~overnight FHLB~~2 $5 million zero interest advances ~~were paid~~outstanding at June 30, 2020 mature in ~~full in the early part of April~~October 2020 and ~~January 2020, respectively, and bore interest rates of 0.21% and 1.66%, respectively.~~April 2021. At ~~March 31,~~June 30, 2020, the interest rate on the holding company line of credit was ~~5.41%~~4.93%.

FHLB advances are collateralized primarily by loans secured by multifamily and commercial real estate properties with a carrying value of ~~$3.6~~$3.8 billion as of ~~March 31,~~June 30, 2020. As a matter of practice, the Bank provides substantially all of its qualifying loans as collateral to the ~~FHLB.~~FHLB or the Federal Reserve Bank. The Bank’s total borrowing capacity from the FHLB at ~~March 31,~~June 30, 2020 was ~~$1.6~~$1.7 billion. In addition to the ~~$784~~$760 million borrowing at ~~March 31,~~June 30, 2020, the Bank had in place ~~$281~~$282 million of letters of credit from the FHLB which are used to meet collateral requirements for borrowings from the State of California and local agencies.

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

The Bank also has ~~$120~~$195 million available borrowing capacity through unsecured fed funds lines, ranging in size from $20 million to ~~$25~~$100 million, with 5 other financial institutions, and a ~~$184~~$217 million secured line with the Federal Reserve Bank. NaN of

21

~~FIRST FOUNDATION INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three Months Ended March 31, 2020 – UNAUDITED~~

these lines had outstanding borrowings as ~~of March 31,~~June 30, 2020. Combined, the Bank’s unused lines of credit as of ~~March 31,~~June 30, 2020 and December 31, 2019 were ~~$1.8~~$2 billion and $~~1.4~~$1.4 billion, respectively. The average balance of overnight borrowings during the first ~~three~~six months of 2020 was ~~$126~~$88 million, as compared to $413 million during all of 2019.

NOTE 9: LEASES

TheCompanyleasescertainfacilities for its corporate offices and branch operations under non-cancelable operating leases that expire through 2026.Allleaseswereclassifiedasoperatingleases 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.

Certainleasesincludeoptions torenew,withrenewaltermsthatcanextendtheleaseterm.Thedepreciablelifeof leased assets is limited by the expected lease term.

23

Table of Contentsis

FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED

~~limited~~by~~theexpectedleaseterm.~~

Supplemental lease information at or for the ~~three~~six months ended ~~March 31,~~June 30, 2020 is as follows:


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

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

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

(dollars in thousands)

Balance Sheet:

Operating lease asset classified as other assets

$
15,240

Operating lease liability classified as other liabilities

16,648

Income Statement:

Operating lease cost classified as occupancy and equipment expense

$
1,469

Weighted average lease term, in years

4.85

Weighted average discount rate

3.62
%
Operating cash flows

$
1,534

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

The table below summarizes the maturity of remaining lease liabilities at ~~March 31,~~June 30, 2020:


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

(dollars in thousands)

2020

$
4,482

2021

6,023

2022

5,147

2023

2,305

2024 and after

3,211

Total future minimum lease payments

$
21,168

Discount on cash flows

(4,520
)
Total lease liability

$
16,648

22

~~FIRST FOUNDATION INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the Three Months Ended March 31, 2020 – UNAUDITED~~

NOTE 10: EARNINGS PER SHARE

Basic earnings per share excludes dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if contracts to issue common stock were exercised or converted into common stock that would then share in earnings. The following table sets forth the Company’s unaudited earnings per share calculations for the quarters ~~ended March 31:~~

2020

2019

(dollars in thousands, except per share amounts)

Basic

Diluted

Basic

Diluted

Net income

$
13,211

$
13,211

$
11,259

$
11,259

Basic common shares outstanding

44,669,661

44,669,661

44,540,865

44,540,865

Effect of contingent shares issuable

—

1,592

Effect of options and restricted stock

283,008

255,849

Diluted common shares outstanding

44,952,669

44,798,306

Earnings per share

$
0.30

$
0.29

$
0.25

$
0.25

~~Based on a weighted average basis, restricted stock units to purchase 118,750 shares of common stock were excluded for the three~~and six months ended ~~March 31, 2020 because their effect would have been anti-dilutive.~~June 30:


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

2324

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2020 –- UNAUDITED


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

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

NOTE 11: SEGMENT REPORTING

For the ~~quarters~~three and six months ended ~~March 31,~~June 30, 2020 and 2019, the Company had 2 reportable business segments: Banking (FFB and FFIS) and Wealth Management (FFA). The results of FFI and any elimination entries are included in the column labeled Other. The following tables show key operating results for each of our business segments used to arrive at our consolidated totals for the following periods:


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

(dollars in thousands)

Banking

Wealth Management

Other

Total

Quarter ended March 31, 2020:

Interest income

$
62,338

$
—

$
—

$
62,338

Interest expense

17,440

—

30

17,470

Net interest income

44,898

—

(30
)

44,868

Provision for loan losses

4,079

—

—

4,079

Noninterest income

4,659

6,488

(472
)

10,675

Noninterest expense

26,229

6,165

463

32,857

Income (loss) before taxes on income

$
19,249

$
323

$
(965
)

$
18,607

Quarter ended March 31, 2019:

Interest income

$
60,544

$
—

$
—

$
60,544

Interest expense

19,482

—

15

19,497

Net interest income

41,062

—

(15
)

41,047

Provision for loan losses

540

—

—

540

Noninterest income

2,994

5,731

(260
)

8,465

Noninterest expense

26,587

5,518

840

32,945

Income (loss) before taxes on income

$
16,929

$
213

$
(1,115
)

$
16,027

25

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FIRST FOUNDATION INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended June 30, 2020 - UNAUDITED


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

NOTE 12: SUBSEQUENT EVENTS

Cash Dividend

On ~~April 28,~~July 21, 2020, the Board of Directors of the Company declared a quarterly cash dividend of $0.07 per common share to be paid on ~~June 15,~~August 17, 2020 to stockholders of record as of the close of business on ~~June 1,~~August 3, 2020.

26

24Table of Contents

~~ITEM 2.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

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

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

Forward-Looking Statements

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

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

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

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

Critical Accounting Policies

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

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

25

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

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

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

Overview and Recent Developments

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

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

28

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

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

Upon the World Health Organization’s pandemic declaration, we implemented our Pandemic Response Business Continuity Plan, under which we moved approximately ~~85%~~60% of our corporate employees to a remote working strategy and implemented protocols for the safety of our clients and employees. The transition to working remotely was achieved within a week and did not require any significant costs due to our existing technology platform in place. Additional costs associated with the safety protocols, such as additional cleaning and supplies has been offset by reduced costs for parking, meals, entertainment and travel. We have implemented alternative procedures, such as electronic signatures and approvals, to maintain effective internal controls over our financial reporting processes.

Our financial position and results of operations through the first ~~quarter~~two quarters of 2020 have been impacted by increases in the allowance for credit losses as current economic projections, used in our CECL modeling, contemplate a significant adverse impact on the economy

26

in the coming months resulting in higher estimates of credit losses. Due to the significant decrease in rates, our funding costs started to decline in March and are expected to decline over the course of the year if the current interest rate environment persists.

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

•

●

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

•

●

Origination of loans under the Paycheck Protection Program ~~(PPP)~~(“the PPP”) administered by the Small Business Administration. ~~We expect to originate approximately $165 million of loans under this program during the second quarter.~~ These loans bear interest at 1%, are for a term of two years and we are paid a fee for originating these loans, which we expect to average between 2.5% to 3%. While uncertain at this time, ~~it is expected that~~we anticipate a ~~majority~~significant portion of these loans will be repaid within 90 days ~~of their origination by~~from the time the SBA ~~under the~~ forgiveness ~~terms of the loans.~~process commences.

•

●

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

•

●

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

•

●

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

•

●

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

•

●

Pricing volatility of our AFS securities portfolio.

29

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•

●

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

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

The significant decrease in the value of stocks caused by the COVID-19 pandemic caused a 12% decrease in our assets under management during the first quarter of 2020 which will result in reduced revenues in future quarters. This will adversely impact the results of our Wealth Management operations in future periods.

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

•

●

Total loans, including loans held for sale, increased ~~$276~~$614 million in the ~~first quarter of~~six months ended June 30, 2020 as a result of ~~$664~~$1.4 billion of originations, that included $171 million of ~~originations and an $8 million positive mark to market valuation on our~~PPP loans, ~~held for sale related to our hedging activities~~ which were partially offset by payoffs or scheduled payments of ~~$396~~$760 million.

•

●

During the ~~first three~~six months ofended June 30, 2020, total deposits increased by ~~$140~~$757 million and total revenues (net interest income and noninterest income) increased by 12% when compared to the ~~first three~~six months ofended June 30, 2019.

27

Results of Operations

The primary sources of revenue for Banking are net interest income, fees from its deposits and trust services, gains on sales of loans, certain loan fees, and consulting fees. The primary sources of revenue for Wealth Management are asset management fees assessed on the balance of assets under management (“AUM”). Compensation and benefit costs, which represent the largest component of noninterest expense, accounted for ~~53%~~56% and ~~74%~~75%, respectively, of the total noninterest expense for Banking and Wealth Management in the ~~first quarter of~~six months ended June 30, 2020.

The following table shows key operating results for each of our business segments for the quarter ended ~~March 31:~~June 30:


												Wealth
(dollars in thousands)	Banking		Wealth Management		Other			Total		Banking		Management		Other		Total
2020:
Interest income	$	62,338	$	—	$	—		$	62,338	$	61,932	$	—	$	—	$	61,932
Interest expense		17,440		—		30			17,470		13,435		—		50		13,485
Net interest income		44,898		—		(30	)		44,868		48,497		—		(50)		48,447
Provision for credit losses		4,079		—		—			4,079		1,367		—		—		1,367
Noninterest income		4,659		6,488		(472	)		10,675		3,635		5,631		(297)		8,969
Noninterest expense		26,229		6,165		463			32,857		25,042		5,404		491		30,937
Income (loss) before taxes on income	$	19,249	$	323	$	(965	)	$	18,607	$	25,723	$	227	$	(838)	$	25,112
2019:
Interest income	$	60,544	$	—	$	—		$	60,544	$	63,308	$	—	$	—	$	63,308
Interest expense		19,482		—		15			19,497		21,322		—		99		21,421
Net interest income		41,062		—		(15	)		41,047		41,986		—		(99)		41,887
Provision for credit losses		540		—		—			540		1,231		—		—		1,231
Noninterest income		2,994		5,731		(260	)		8,465		3,471		5,982		(322)		9,131
Noninterest expense		26,587		5,518		840			32,945		25,801		5,567		914		32,282
Income (loss) before taxes on income	$	16,929	$	213	$	(1,115	)	$	16,027	$	18,425	$	415	$	(1,335)	$	17,505

General.Our net income and income before taxes infor the ~~first quarter of~~three months ended June 30, 2020 were ~~$13.2~~$17.9 million and ~~$18.6~~$25.1 million, respectively, as compared to ~~$11.3~~$12.4 million and ~~$16.0~~$17.5 million, respectively, infor the ~~first quarter of~~three months ended June 30, 2019. The ~~$2.6~~$7.6 million increase in income before taxes was the result of a ~~$2.3~~$7.3 million increase in income before taxes for Banking, a $0.1 million ~~increase~~decrease in income before taxes for Wealth Management ~~a $0.2 million decrease in corporate noninterest income~~ and a ~~$0.4~~$ 0.4 million decrease in corporate noninterest expenses. The increase in Banking was due to higher net interest income, ~~and~~ higher noninterest income ~~which were~~and lower noninterest expenses, partially offset by a higher provision for credit ~~losses and higher noninterest expenses.~~losses. The ~~increase~~decrease in Wealth Management was due to lower noninterest income, offset partially by lower noninterest expenses.

30

Table of Contents

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


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

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

28

income.

31

Table of Contents

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


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

32

Quarter Ended March 31:

2020

2019

(dollars in thousands)

Average
Balances

Interest

Average
Yield / Rate

Average
Balances

Interest

Average
Yield / Rate

Interest-earning assets:

Loans

$
5,082,152

$
54,884

4.32
%

$
4,835,920

$
53,835

4.46
%
Securities

999,625

6,997

2.80
%

802,503

6,165

3.07
%
FHLB stock, fed funds, and deposits

62,020

457

2.96
%

48,801

544

4.52
%
Total interest-earning assets

6,143,797

62,338

4.06
%

5,687,224

60,544

4.27
%

Noninterest-earning assets:

Nonperforming assets

11,924

12,226

Other

173,929

184,081

Total assets

$
6,329,650

$
5,883,531

Interest-bearing liabilities:

Demand deposits

$
359,410

$
726

0.81
%

$
313,084

$
732

0.95
%
Money market and savings

1,373,321

4,395

1.29
%

1,173,837

3,350

1,16
%
Certificates of deposit

1,973,176

9,525

1.94
%

2,018,270

11,366

2.28
%
Total interest-bearing deposits

3,705,907

14,646

1.59
%

3,505,191

15,448

1.79
%
Borrowings

682,936

2,824

1.66
%

637,036

4,049

2.58
%
Total interest-bearing liabilities

4,388,843

17,470

1.60
%

4,142,227

19,497

1.91
%

Noninterest-bearing liabilities:

Demand deposits

1,266,328

1,124,318

Other liabilities

57,036

58,077

Total liabilities

5,712,207

5,324,622

Shareholders’ equity

617,443

558,909

Total liabilities and equity

$
6,329,650

$
5,883,531

Net Interest Income

$
44,868

$
41,047

Net Interest Rate Spread

2.46
%

2.36
%

Net Yield on Interest-earning Assets

2.92
%

2.88
%

29Table of Contents


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

Net interest income is impacted by the volume (changes in volume multiplied by prior rate), interest rate (changes in rate multiplied by prior volume) and mix of interest-earning assets and interest-bearing liabilities. Variances attributable to both rate and volume changes, calculated by multiplying the change in rates by the change in average balances, have been allocated to the rate variance. The following table provides a breakdown of the changes in net interest income due to volume and rate changes for the ~~first quarter~~three and six months ended ~~March 31,~~June 30, 2020, as compared to the ~~first quarter~~corresponding periods in 2019:


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

Increase (Decrease) due to

Net Increase
(Decrease)

(dollars in thousands)

Volume

Rate

Interest earned on:

Loans

$
2,741

$
(1,692
)

$
1,049

Securities

1,413

(581
)

832

FHLB stock, fed funds and deposits

131

(218
)

(87
)
Total interest-earning assets

4,285

(2,491
)

1,794

Interest paid on:

Demand deposits

108

(114
)

(6
)
Money market and savings

642

403

1,045

Certificates of deposit

(156
)

(1,685
)

(1,841
)
Borrowings

310

(1,535
)

(1,225
)
Total interest-bearing liabilities

904

(2,931
)

(2,027
)
Net interest income

$
3,381

$
440

$
3,821

33

Table of Contents

Net interest income for Banking increased ~~$3.8 million~~16% from ~~$41.1~~$42.0 million in the ~~first~~second quarter of 2019, to ~~$44.9~~$48.5 million in the ~~first~~second quarter of 2020 due to an 8%11% increase in interest-earning assets and an increase in the net yield on interest earning assets. On a consolidated basis, the net yield on interest-earning assets increased from 2.88% in the first quarter of 2019 to 2.92% in the first quarter of 2020 due primarily to an increase in the net interest rate spread. The net interest rate spread increased from ~~2.36%~~2.30% in the ~~first~~second quarter of 2019 to ~~2.46%~~2.61% in the ~~first~~second quarter of 2020 due to a decrease in ~~costs~~the cost of interest-bearing liabilities from 2.00% in the second quarter of 2019 to 1.18% in the second quarter of 2020, which was partially offset by a decrease in yield on ~~interest earning assets.~~interest-earning assets from 4.30% in the second quarter of 2019 to 3.78% in the second quarter of 2020. The decrease in the cost of interest-bearing liabilities was due to decreased costs of interest-bearing deposits, resulting from decreases in deposit market rates, and decreased costs of borrowings as the average rate on FHLB advances and other overnight borrowings increased from 2.54% in the second quarter of 2019 to 1.26% in the second quarter of 2020. The yield on interest-earning assets decreased from ~~4.27%~~4.30% in the ~~first~~second quarter of 2019 to ~~4.06%~~3.78% in the ~~first~~second quarter of 2020 due to decreases in yields on loans and securities and an increase in the proportion of lower yielding securities and deposits to total interest-earning assets. The yield on loans decreased due to accelerated payoffs of higher yielding loans during the last year and the decrease in market rates, which resulted in lower rates on loans added to the portfolio. The yield on securities decreased due to the purchase of $576 million of securities in the third quarter of 2019 at current market rates, which were lower than the overall yield realized in 2019. The average balance outstanding under the holding company line of credit decreased from $6.5 million in the second quarter of 2019 to $4.1 million in the second quarter of 2020, resulting in a $0.1 million decrease in corporate interest expense.

Net interest income for Banking increased 12% from $83.0 million in the first six months of 2019, to $93.4 million in the first six months of 2020 due primarily to a 10% increase in interest-earning assets. On a consolidated basis our net yield on interest earning assets was 2.94% for the first six months of 2020 as compared to 2.86% in the first six months of 2019. This increase was due to an increase in the net interest rate spread, from 2.33% in the first six months of 2019 to 2.53% in the first six months of 2020. The increase in the net interest rate spread was due to a decrease in the cost of interest-bearing liabilities, from ~~1.91%~~1.95% in the first ~~quarter~~six months of 2019, to ~~1.60%~~1.38% in the first ~~quarter~~six months of 2020, which was partially offset by a decrease in yield on total interest-earning assets, from 4.28% in the first six months of 2019, to 3.92% in the first six months of 2020. The decrease in the cost of interest-bearing liabilities was due to decreased costs of interest-bearing deposits, resulting from decreases in deposit market rates, and ~~a decrease~~decreased costs of borrowings, as the average rate on FHLB advances and other overnight borrowings decreased from 2.56% in the ~~cost~~first six months of ~~borrowings~~2019 to 1.44% in the first six months of 2020. The yield on interest-earning assets decreased as new loans added to the portfolio bear interest rates lower than the current portfolio rates, due to decreases in ~~the Fed Funds rates which strongly influences our borrowing~~market rates. The average balance outstanding under the holding company line of credit ~~increased~~decreased from ~~$1.1~~$3.8 million in the first ~~quarter~~six months of 2019 to ~~$2.5~~$3.2 million in the first ~~quarter~~six months of 2020.

Provision for credit losses.The provision for credit losses represents our estimate of the amount necessary to be charged against the current period’s earnings to maintain the ACL at a level that we consider adequate in relation to the estimated losses inherent in the loan portfolio. The provision for credit losses is impacted by changes in loan balances as well as changes in estimated loss assumptions and charge-offs and recoveries. The amount of the provision also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, current economic conditions and certain other subjective factors that may affect the ability of borrowers to meet their repayment obligations to us. ~~The provision~~For the quarter and six months ended June 30, 2020, we recorded provisions for credit losses inof $1.4 million and $5.4 million, respectively, as compared to $1.2 million and $1.8 million, respectively, for the ~~first~~ quarter ~~of 2020~~ and ~~2019 was $4.1~~six months ended June 30, 2019. Net chargeoffs against the ACL were $0.4 million and $0.5 million ~~respectively.~~for the quarter and six months ended June 30, 2020, respectively, as compared to $0.2 million and $0.6 for the quarter and six months ended June 30, 2019. The ~~$4.1~~$5.4 million provision for credit losses in the first ~~quarter~~six months of 2020 was impacted by the adverse change in economic conditions required to be contemplated under CECL, and $2.4 million in provisions due to a ~~$1.8 million charge related to impairment~~change in expected cash flows of an interest only strip security. ~~The provision for credit losses of $0.5 million for the first quarter of 2019 was due to net chargeoffs of $0.3 million and the growth in loan balances during the quarter.~~

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

34

Table of Contents

capital market activities and insurance commissions. The following table provides a breakdown of noninterest income for Banking for the ~~quarters~~three and six months ended ~~March 31:~~June 30, 2020 and 2019.


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

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

30

(dollars in thousands)

2020

2019

Trust fees

$
1,464


$
1,185

Consulting fees

86

106

Deposit charges


323



202

Loan related fees


2,573



1,145

Other


213



356

Total noninterest income

$
4,659


$
2,994

Noninterest income infor Banking in the ~~first quarter of~~three and six months ended June 30, 2020 ~~was $1.7~~were $0.2 and $1.8 million higher than the ~~first quarter of~~three and six months ended June 30, 2019, respectively, due to ~~a $1.4 million increase in~~ loan fees, including prepayment and ~~a $0.3 million increase in trust~~servicing fees. The increase in loan fees was due primarily to higher prepayment fees and higher servicing fees.

Noninterest income for Wealth Management includes fees charged to high net-worth clients for managing their assets and for providing financial planning consulting services. The following table provides the amounts of noninterest income for Wealth Management for the ~~quarters~~three and six months ended ~~March 31:~~June 30, 2020 and 2019:


(dollars in thousands)	2020		2019		2020		2019
Quarter Ended June 30:
Noninterest income	$	6,488	$	5,731	$	5,631	$	5,982

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

Noninterest income for Wealth Management decreased by $0.3 million in the second quarter of 2020 when compared to the corresponding period in 2019 due primarily to lower levels of billable AUM in the quarter. Noninterest income for Wealth Management increased by ~~$0.8~~$0.4 million in the first ~~quarter~~six months of 2020 when compared to the first ~~quarter~~six months of 2019 due primarily to higher investment management fees ~~as a result~~in the first quarter of ~~a corresponding increase in AUM.~~2020.

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Table of Contents

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


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

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

Banking

Wealth Management

(dollars in thousands)

2020

2019

2020

2019

Quarter Ended March 31:

Compensation and benefits

$
14,833

$
14,309

$
4,582

$
4,234

Occupancy and depreciation

4,867

4,241

609

587

Professional services and marketing

1,186

1,240

781

528

Customer service costs

2,372

3,389

—

—

Other expenses

2,971

3,408

193

169

Total noninterest expense

$
26,229

$
26,587

$
6,165

$
5,518

Noninterest expense in Banking decreased from ~~$26.6~~$25.8 million in the ~~first~~second quarter of 2019 to ~~$26.2~~$25.0 million in the ~~first~~second quarter of 2020 primarily due to lower customer service costs, ~~and other expenses,~~ which were partially offset by higher compensation and benefits, and occupancy and ~~depreciation.~~depreciation expenses. The ~~$1.0~~$2.6 million decrease in customer service costs ~~was~~were due to ~~lower~~decreases in the earnings credit rates paid on deposit balances, as interest rates ~~declined during the first quarter of 2020. Other expenses decreased by $0.4 million due to lower FDIC costs.~~have declined. Compensation and benefits were ~~$0.5~~$1.0 million higher due to raises effective in the first quarter of 2020 and commission costs related to higher ~~loan~~ production volume ~~in the first quarter of~~during 2020. Occupancy and depreciation costs were ~~$0.6~~$0.7 million higher due primarily to higher core processing costs related to higher volumes and services added during 2020. Noninterest expenses for Wealth Management decreased by $0.2 million in the second quarter of 2020, when compared to the second quarter of 2019, due to lower compensation and benefits and professional services and marketing expenses.

Noninterest expense in Banking decreased from $52.4 million in the first six months of 2019 to $51.3 million in the first six months of 2020, due to a decrease in customer service costs, which were partially offset by increases in compensation and benefits and occupancy and depreciation. Customer service costs for Banking decreased from $7.7 million in the first six months of 2019 to $4.0 million in the first six months of 2020 due to decreases in the earnings credit rates paid on the related deposit balances, as interest rates declined during the first six months of 2020. Compensation and benefits for Banking increased $1.5 million during the first six months of 2020 as compared to the first six months of 2019 due to salary increases and an increase in the FTE in Banking, which increased to 431.1 in the first six months of 2020 from 422.8 in the first six months of 2019, as a result of the increased staffing related to additional personnel added to support the growth in loans and deposits. The $1.3 million increase in occupancy and depreciation for Banking in the first six months of 2020 as compared to the first six months of 2019 were due to higher core processing costs related to higher volumes and services added during 2019. Noninterest expenses for Wealth Management increased by ~~$0.6~~$0.5 million in the first ~~quarter~~six months of 2020, when compared to the first ~~quarter~~six months of 2019, due to higher compensation and benefits and professional services and marketing expenses. Compensation and benefits were $0.3 million higher due to raises effective in the first quarter of 2020 and compensation paid on the higher levels of income. Professional services and marketing expenses were ~~$0.3~~$0.2 million higher due to costs incurred on a legal ~~matter.~~

31

matter in the first quarter of 2020.

36

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 and Eliminations, as of:


												Wealth		Other and
(dollars in thousands)	Banking		Wealth Management		Other and Eliminations			Total		Banking		Management		Eliminations		Total
March 31, 2020:
June 30, 2020:
Cash and cash equivalents	$	39,764	$	2,269	$	(1,674	)	$	40,359	$	413,677	$	2,651	$	(2,149)	$	414,179
Securities AFS		961,477		—		—			961,477
Securities AFS, net											861,407		—		—		861,407
Loans held for sale		520,721		—		—			520,721		527,970		—		—		527,970
Loans, net		4,782,513		—		—			4,782,513		5,108,683		—		—		5,108,683
Premises and equipment		7,762		671		136			8,569		7,426		626		136		8,188
FHLB Stock		21,168		—		—			21,168		23,598		—		—		23,598
Deferred taxes		8,717		143		272			9,132		9,036		105		53		9,194
Goodwill and intangibles		96,672		—		—			96,672		96,181		—		—		96,181
Other assets		59,739		332		13,026			73,097		76,841		531		14,521		91,893
Total assets	$	6,498,533	$	3,415	$	11,760		$	6,513,708	$	7,124,819	$	3,913	$	12,561	$	7,141,293


Deposits	$	5,040,658	$	—	$	(9,831	)	$	5,030,827	$	5,653,863	$	—	$	(6,022)	$	5,647,841
Borrowings		784,000		—		10,000			794,000		760,000		—		4,600		764,600
Intercompany balances		1,305		605		(1,910	)		—		4,265		466		(4,731)		—
Other liabilities		46,714		2,137		16,947			65,798		62,008		2,599		25,524		90,131
Shareholders’ equity		625,856		673		(3,446	)		623,083		644,683		848		(6,810)		638,721
Total liabilities and equity	$	6,498,533	$	3,415	$	11,760		$	6,513,708	$	7,124,819	$	3,913	$	12,561	$	7,141,293


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


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

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

During the first ~~quarter~~six months of 2020, total assets increased by ~~$199~~$827 million primarily due to an increase in loans, including loans held for sale, which was partially offset by a decrease in securities. During the first ~~quarter~~six months of 2020, securities decreased by ~~$53~~$151 million primarily due to payoffs of mortgage backed securities. Loans and loans held for sale increased ~~$276~~$614 million in the first ~~quarter~~six months of 2020 as a result of ~~$663~~$1.4 billion of originations, that included $171 million of ~~originations and an $8 million positive mark to market valuation on our~~PPP loans, ~~held for sale related to our hedging activities~~ which were partially offset by payoffs or scheduled payments of ~~$395~~$760 million. The ~~mark to market valuation is offset by a corresponding $8 million recorded in other liabilities. The $140~~$757 million growth in

37

Table of Contents

deposits during the first ~~quarter~~six months of 2020 included increases in branch deposits of ~~$171~~$483 million and specialty deposits of ~~$53~~$467 million, ~~and an $84~~offset partially by a $193 million decrease in wholesale deposits. Borrowings increased by ~~$51~~$22 million during the first ~~quarter~~six months of 2020 primarily to support the growth in our total assets. At ~~March 31,~~June 30, 2020 and December 31, 2019, the outstanding balance on the holding company line of credit was $4.6 million and $10 ~~million.~~million, respectively.

Cash and cash equivalents, certificates of deposit and securities.Cash and cash equivalents, which primarily consist of funds held at the Federal Reserve Bank or at correspondent banks, including fed funds, ~~decreased~~increased by ~~$25~~$349 million during the ~~first three~~six months ofended June 30, 2020. Changes in cash and cash equivalents are primarily affected by the funding of loans, investments in securities, and changes in our sources of funding: deposits, FHLB advances and FFI borrowings.

32

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


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

Amortized

Gross Unrealized

Estimated

(dollars in thousands)

Cost

Gains

Losses

Fair Value

March 31, 2020:

Agency mortgage-backed securities

$
855,835

$
17,589

$
(10,613
)

$
862,811

Beneficial interest – FHLMC securitization

40,433

878

(2,896
)

38,415

Corporate bonds

57,000

1,921

(135
)

58,786

Other

1,392

73

—

1,465

Total

$
954,660

$
20,461

$
(13,644
)

$
961,477

December 31, 2019:

Agency mortgage-backed securities

$
905,949

$
9,174

$
(146
)

$
914,977

Beneficial interest – FHLMC securitization

47,586

1,801

(6,681
)

42,706

Corporate bonds

54,000

1,834

—

55,834

Other

1,386

63

—

1,449

Total

$
1,008,921

$
12,872

$
(6,827
)

$
1,014,966

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

The scheduled maturities of securities ~~AFS, other than agency mortgage-backed securities, and the related weighted average yield is as follows as of March 31,~~June 30, 2020:


																Less than			1 Through			5 Through			After
(dollars in thousands)	Less than 1 Year			1 Through 5 years			5 Through 10 Years			After 10 Years			Total			1 Year			5 years			10 Years			10 Years			Total
Amortized Cost:
Corporate bonds	$	—		$	—		$	57,000		$	—		$	57,000		$	—		$	—		$	57,000		$	—		$	57,000
Other		—			400			992			—			1,392			400			—			999			—			1,399
Total	$	—			400			57,992			—			58,392		$	400			—			57,999			—			58,399
Weighted average yield		—	%		2.26	%		5.35	%		—	%		5.33	%		2.16	%		—	%		5.35	%		—	%		5.33	%

Estimated Fair Value:
Corporate bonds	$	—		$	—		$	58,786		$	—		$	58,786		$	—		$	—		$	57,827		$	—		$	57,827
Other		—			409			1,056			—			1,465			407			—			1,086			—			1,493
Total	$	—		$	409		$	59,842		$	—		$	60,251		$	407		$	—		$	58,913		$	—		$	59,320

Agency mortgage-backed securities and beneficial interests in FHLMC securitizations are excluded from the above table because such securities are not due at a single maturity date. The weighted average yield of the agency mortgage-backed securities and beneficial interests in FHLMC securitizations as of ~~March 31,~~June 30, 2020 was ~~2.37%~~2.48%.

38

Table of Contents

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


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

(dollars in thousands)

March 31,
2020

December 31,
2019

Outstanding principal balance:

Loans secured by real estate:

Residential properties:

Multifamily

$
2,369,081

$
2,143,919

Single family

851,443

871,181

Total real estate loans secured by residential properties

3,220,524

3,015,100

Commercial properties

793,182

834,042

Land

68,101

70,257

Total real estate loans

4,081,807

3,919,399

Commercial and industrial loans

696,596

600,213

Consumer loans

17,476

16,273

Total loans

4,795,879

4,535,885

Premiums, discounts and deferred fees and expenses

9,634

11,748

Total

$
4,805,513

$
4,547,633

33

Loans and loans held for sale increased ~~$276~~$614 million in the ~~first quarter of 2020~~six months ended June 30, as a result of ~~$663 million~~$1.4 billion of originations, ~~and an $8 million positive mark to market valuation on our loans held for sale related to our hedging activities~~ which were partially offset by payoffs or scheduled payments of ~~$395 million.~~$760 million, that included $171 million of PPP loans.

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

	March 31, 2020					December 31, 2019

											June 30, 2020				December 31, 2019
													Weighted				Weighted
(dollars in thousands)	Amount		Weighted Average Rate			Amount		Weighted Average Rate			Amount		Average Rate		Amount		Average Rate
Demand deposits:
Noninterest-bearing	$	1,315,114		—		$	1,192,481		—		$	1,770,382	—		$	1,192,481	—
Interest-bearing		384,215		0.436	%		386,276		0.635	%		411,053	0.308	%		386,276	0.635	%
Money market and savings		1,380,903		0.849	%		1,334,736		1.355	%		1,643,871	0.799	%		1,334,736	1.355	%
Certificates of deposits		1,950,595		1.732	%		1,977,651		1.971	%		1,822,535	1.277	%		1,977,651	1.971	%
Total	$	5,030,827		0.938	%	$	4,891,144		1.217	%	$	5,647,841	0.667	%	$	4,891,144	1.217	%

During the first ~~three~~six months of 2020, our deposit rates ~~stabilized~~have moved in a manner consistent with overall deposit market rates. The weighted average rate of our ~~interest bearing~~interest-bearing deposits decreased from 1.61% at December 31, 2019 to ~~1.27%~~0.97% at ~~March 31,~~June 30, 2020 due to decreased costs of interest-bearing deposits, while the weighted average interest rates of both interest-bearing and noninterest-bearing deposits have decreased from 1.22% at December 31, 2019 to ~~0.94%~~0.67% at ~~March 31,~~June 30, 2020. The financial impact of the increase in noninterest-bearing deposits is reflected in customer service costs, which are included in noninterest expenses.

The maturities of our certificates of deposit of $100,000 or more were as follows as of ~~March 31,~~June 30, 2020:

(dollars in thousands)

3 months or less

$
239,420

Over 3 months through 6 months

366,633

Over 6 months through 12 months

177,600

Over 12 months

10,321

Total

$
793,974


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

From time to time, the Bank will utilize brokered deposits as a source of funding. As of ~~March 31,~~June 30, 2020, the Bank held ~~$1.3~~$1.2 billion of deposits which are classified as brokered deposits.

39

Table of Contents

Borrowings.At ~~March 31,~~June 30, 2020, our borrowings consisted of ~~$34 million of overnight FHLB advances at the Bank,~~ $750 million in FHLB term advances at the Bank, $10 million in FHLB zero interest advances, and ~~$10~~$4.6 million of borrowings under a holding company line of credit. At December 31, 2019, our borrowings consisted of $233 million of overnight FHLB advances at the Bank, a $500 million FHLB term advance at the Bank, and $10 million of borrowings under a holding company line of credit. The $500 million and $250 million ~~of the~~ FHLB term advances outstanding at ~~March 31,~~June 30, 2020 mature in September 2020 and March 2021, respectively, and bear interest rates of 1.77% and 0.47%~~, respectively. The overnight FHLB advances were paid in full in the early part of April 2020 and January 2020, respectively, and bore interest rates of 0.21% and 1.66%~~, respectively. Because FFB generally utilizes overnight borrowings, the balance of outstanding borrowings may fluctuate on a daily basis. The average balance of FHLB advances outstanding during the ~~first quarter of~~six months ended June 30, 2020 was ~~$681~~$744 million, as compared to ~~$636~~$718 million for the ~~first quarter of~~six months ended June 30, 2019. The weighted average interest rate on these borrowings was ~~1.65%~~1.44% for the ~~first quarter of~~six months ended June 30, 2020 as compared to ~~2.57%~~2.58% for the ~~first quarter of~~six months ended June 30, 2019. The maximum amount of borrowings at the Bank outstanding at any month-end during the ~~first quarter of~~six months ended June 30, 2020 and during all of 2019 was ~~$784~~$865 million and $956 million, respectively.

34

Delinquent Loans, Nonperforming Assets and Provision for Credit Losses

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


																										90 Days						Total Past Due
(dollars in thousands)	30–59 Days			60-89 Days			90 Days or More			Nonaccrual			Total Past Due and Nonaccrual			Current		Total		30–59 Days			60-89 Days			or More			Nonaccrual			and Nonaccrual			Current		Total
March 31, 2020:
June 30, 2020:
Real estate loans:
Residential properties	$	—		$	—		$	—		$	1,704		$	1,704		$	3,226,037	$	3,227,741	$	5,572		$	—		$	—		$	7,027		$	12,599		$	3,383,270	$	3,395,869
Commercial properties		—			—			399			2,355			2,754			790,561		793,315		1,255			4,159			—			2,320			7,734			767,205		774,939
Land		500			—			—			—			500			67,525		68,025		—			455			—			500			955			64,139		65,094
Commercial and industrial loans		1,023			233			—			5,173			6,429			692,441		698,870		2,051			685			—			5,648			8,384			867,080		875,464
Consumer loans		2			—			—			18			20			17,542		17,562		350			—			—			17			367			18,273		18,640
Total	$	1,525		$	233		$	399		$	9,250		$	11,407		$	4,794,106	$	4,805,513	$	9,228		$	5,299		$	—		$	15,512		$	30,039		$	5,099,967	$	5,130,006


Percentage of total loans		0.03	%		0.00	%		0.01	%		0.19	%		0.24	%						0.18	%		0.10	%		—	%		0.30	%		0.59	%

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


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

	March 31, 2020							December 31, 2019

													June 30, 2020						December 31, 2019
(dollars in thousands)	Accrual			Nonaccrual	Total			Accrual	Nonaccrual		Total		Accrual		Nonaccrual		Total		Accrual		Nonaccrual		Total
Residential real estate loans	$	1,200	$	—	$	1,200	$	1,200	$	—	$	1,200	$	1,200	$	—	$	1,200	$	1,200	$	—	$	1,200
Commercial real estate loans		1,168		1,405		2,573		1,188		2,166		3,354		1,148		1,374		2,522		1,188		2,166		3,354
Commercial and industrial loans		618		3,531		4,149		557		2,972		3,529		606		3,875		4,481		557		2,972		3,529
Total	$	2,986	$	4,936	$	7,922	$	2,945	$	5,138	$	8,083	$	2,954	$	5,249	$	8,203	$	2,945	$	5,138	$	8,083

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

40

Table of Contents

35

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


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

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

(dollars in thousands)

Pass

Special
Mention

Substandard

Loans Individually Evaluated

Total

March 31, 2020:

Real estate loans:

Residential properties

$
3,224,832

$
—

$
—

$
2,909

$
3,227,741

Commercial properties

781,902

1,227

2,871

7,315

793,315

Land

68,025

—

—

—

68,025

Commercial and industrial loans

683,273

7,646

236

7,715

698,870

Consumer loans

17,544

—

—

18

17,562

Total

$
4,775,576

$
8,873

$
3,107

$
17,957

$
4,805,513

December 31, 2019:

Real estate loans:

Residential properties

$
3,012,203


$
—


$
—


$
2,897


$
3,015,100

Commercial properties

821,425



679



5,249



6,689



834,042

Land

69,476



—



781



—



70,257

Commercial and industrial loans

579,153



8,202



3,542



9,316



600,213

Consumer loans

16,273



—



—



—



16,273

Total

$
4,498,530


$
8,881


$
9,572


$
18,902


$
4,535,885

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


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

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

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

(dollars in thousands)
Beginning Balance

Provision for Credit Losses

Charge-offs

Recoveries

Ending Balance

Quarter ended March 31, 2020:

Real estate loans:

Residential properties
$
8,423

$
(2,034
)

$
—

$
—

$
6,389

Commercial properties

4,166

772

—

—

4,938

Land

573

771

—

—

1,344

Commercial and industrial loans

7,448

2,756

(530
)

451

10,125

Consumer loans

190

14

—

—

204

Total
$
20,800

$
2,279

$
(530
)

$
451

$
23,000

Year ended December 31, 2019:

Real estate loans:

Residential properties
$
9,216

$
(793
)

$
—

$
—

$
8,423

Commercial properties

4,547

(381
)

—

—

4,166

Land

391

182

—

—

573

Commercial and industrial loans

4,628

3,653

(2,687
)

1,854

7,448

Consumer loans

218

(24
)

(5
)

1

190

Total
$
19,000

$
2,637

$
(2,692
)

$
1,855

$
20,800

41

~~Excluding the~~Table of Contents

Including PCD loans, ~~acquired in acquisitions,~~ our ACL related to loans represented ~~0.48%~~0.55% and 0.49% of total loans outstanding as of ~~March 31,~~June 30, 2020 and December 31, 2019, respectively.

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

36

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

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


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

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

Allowance for Credit Losses

Unaccreted Credit

Evaluated for Impairment

Component

(dollars in thousands)

Individually

Collectively

PCD

Total

Other Loans

March 31, 2020:

Allowance for credit losses:

Real estate loans:

Residential properties

$
—


$
6,389

$
—

$
6,389



Commercial properties

—



4,938

—

4,938



Land

—



1,344

—

1,344



Commercial and industrial loans

1,189



8,936

—

10,125



Consumer loans

19



185

—

204



Total

$
1,208


$
21,792

$
—

$
23,000



Loans:

Real estate loans:

Residential properties

$
2,909

$
3,224,832

$
—

$
3,227,741

Commercial properties

7,315

783,129

2,871

793,315

Land

—

68,025

—

68,025

Commercial and industrial loans

7,715

690,919

236

698,870

Consumer loans

18

17,544

—

17,562

Total

$
17,957

$
4,784,449

$
3,107

$
4,805,513

42

Table of Contents


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

Allowance for Credit Losses

Unaccreted Credit

Evaluated for Impairment

Component

(dollars in thousands)

Individually

Collectively

PCI

Total

Other Loans

December 31, 2019:

Allowance for credit losses:

Real estate loans:

Residential properties

$
—


$
8,423

$
—

$
8,423


$
1,013

Commercial properties

107



4,059

—

4,166



1,048

Land

—



573

—

573



6

Commercial and industrial loans

763



6,685

—

7,448



277

Consumer loans

—



190

—

190



1

Total

$
870


$
19,930

$
—

$
20,800


$
2,345

Loans:

Real estate loans:

Residential properties

$
2,897


$
3,012,203


$
—


$
3,015,100


$
189,339

Commercial properties

6,689



824,026



3,327



834,042



201,370

Land

—



69,476



781



70,257



28,660

Commercial and industrial loans

9,316



590,489



408



600,213



24,143

Consumer loans

—



16,273



—



16,273



253

Total

$
18,902


$
4,512,467


$
4,516


$
4,535,885


$
443,765

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

37

Liquidity

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

We monitor our liquidity in accordance with guidelines established by our Board of Directors and applicable regulatory requirements. Our need for liquidity is affected by our loan activity, net changes in deposit levels and the maturities of our borrowings. The principal sources of our liquidity consist of deposits, loan interest and principal payments and prepayments, investment management and consulting fees, FHLB advances and proceeds from borrowings and sales of FFI common stock. The remaining balances of the Company’s lines of credit available to draw down totaled ~~$1.8~~$2 billion at ~~March 31,~~June 30, 2020.

Cash Flows Provided by Operating Activities. During the ~~quarter~~six months ended ~~March 31,~~June 30, 2020, operating activities provided net cash of $1$28 million, primarily due to net income of ~~$13~~$31 million and $4$5 million in provisions for credit losses, partially offset ~~partially~~ by a net increase of $7$11 million in other ~~assets and $9 million decrease in other liabilities.~~assets. During the ~~quarter~~six months ended ~~March 31,~~June 30, 2019, operating activities provided net cash of ~~$11~~$24 million, comprised primarily of our net income of ~~$11~~$24 million.

Cash Flows Used in Investing Activities. During the ~~quarter~~six months ended ~~March 31,~~June 30, 2020, investing activities used net cash of ~~$209~~$449 million, primarily to fund a ~~$264~~$595 million net increase in loans and $3$7 million in securities purchases, offset partially by ~~$55~~$155 million in cash received in principal collection and maturities of securities. During the ~~quarter~~six months ended ~~March 31,~~June 30, 2019, investing activities used net cash of ~~$123~~$387 million, primarily to fund a ~~$141~~$434 million net increase in loans, ~~and $2 million in FHLB stock purchases,~~ offset partially by ~~$21~~$47 million in cash received in proceeds from the sale, principal collection, and maturities of securities.

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Table of Contents

Cash Flow Provided by Financing Activities. During the ~~quarter~~six months ended ~~March 31,~~June 30, 2020, financing activities provided net cash of ~~$185~~$770 million, consisting primarily of a net increase of ~~$140~~$757 million in deposits and a ~~$51~~$22 million increase in FHLB advances, offset partially by $3$6 million in dividends paid and $3 million in stock repurchases. During the ~~quarter~~six months ended ~~March 31,~~June 30, 2019, financing activities provided net cash of ~~$126~~$381 million, consisting primarily of net increases of ~~$36~~$211 million in deposits, ~~and $92~~$159 million in FHLB advances and other borrowings, and $15 million in our line of credit, offset partially by $2$4 million in dividends paid.

Ratio of Loans to Deposits.The relationship between gross loans and total deposits can provide a useful measure of a bank’s liquidity. Since repayment of loans tends to be less predictable than the maturity of investments and other liquid resources, the higher the loan-to-deposit ratio the less liquid are our assets. On the other hand, since we realize greater yields on loans than we do on other interest-earning assets, a lower loan-to-deposit ratio can adversely affect interest income and earnings. As a result, our goal is to achieve a loan-to-deposit ratio that appropriately balances the requirements of liquidity and the need to generate a fair return on our assets. At ~~March 31,~~June 30, 2020 and December 31, 2019, the loan-to-deposit ratios at FFB were ~~106%~~100%, and 103%, respectively.

Off-Balance Sheet Arrangements

The following table provides the off-balance sheet arrangements of the Company as of ~~March 31,~~June 30, 2020:


(dollars in thousands)
Commitments to fund new loans	$	40,567	$	26,193
Commitments to fund under existing loans, lines of credit		430,195		448,032
Commitments under standby letters of credit		13,465		15,264

Some of the commitments to fund existing loans, lines of credit and letters of credit are expected to expire without being drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. As of ~~March 31,~~June 30, 2020, FFB was obligated on ~~$281~~$282 million of letters of credit to the FHLB which were being used as collateral for public fund deposits, including $263 million of deposits from the State of California.

Capital Resources and Dividend Policy

The capital rules applicable to United States based bank holding companies and federally insured depository institutions (“Capital Rules”) require the Company (on a consolidated basis) and FFB (on a stand-alone basis) to meet specific capital adequacy requirements that, for the most part, involve quantitative measures, primarily in terms of the ratios of their capital to their assets, liabilities, and certain off-balance sheet items, calculated under regulatory accounting practices. In addition, prompt correct action regulations place a federally insured depository institution, such as FFB, into one of five capital categories on the basis of its capital

38

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.

44

Table of Contents

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

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions

																								To Be Well Capitalized
																				For Capital				Under Prompt Corrective
																Actual				Adequacy Purposes				Action Provisions
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio		Amount		Ratio		Amount		Ratio
FFI
March 31, 2020:
June 30, 2020:
CET1 capital ratio	$	522,179		10.47	%	$	224,446		4.50	%						$	540,150	10.38	%	$	234,176	4.50	%
Tier 1 leverage ratio		522,179		8.36	%		249,861		4.00	%							540,150	8.11	%		266,486	4.00	%
Tier 1 risk-based capital ratio		522,179		10.47	%		299,262		6.00	%							540,150	10.38	%		312,235	6.00	%
Total risk-based capital ratio		548,339		10.99	%		399,016		8.00	%							570,845	10.97	%		416,313	8.00	%


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


FFB
March 31, 2020:
June 30, 2020:
CET1 capital ratio	$	524,928		10.56	%	$	223,788		4.50	%	$	323,249		6.50	%	$	546,086	10.53	%	$	233,456	4.50	%	$	312,630	6.50	%
Tier 1 leverage ratio		524,928		8.43	%		249,203		4.00	%		311,504		5.00	%		546,086	8.22	%		265,887	4.00	%		280,199	5.00	%
Tier 1 risk-based capital ratio		524,928		10.56	%		298,384		6.00	%		397,845		8.00	%		546,086	10.53	%		311,274	6.00	%		234,812	8.00	%
Total risk-based capital ratio		551,088		11.08	%		397,845		8.00	%		497,306		10.00	%		576,781	11.12	%		415,033	8.00	%		161,748	10.00	%


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

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

As of ~~March 31,~~June 30, 2020, FFI had ~~$11.7~~$10.8 million of available capital and, therefore, has the ability and financial resources to contribute additional capital to FFB, if needed.

As of ~~March 31,~~June 30, 2020, the amount of capital at FFB in excess of amounts required to be well capitalized for purposes of the prompt corrective action regulations was ~~$202~~$209 million for the CET1 capital ratio, ~~$213~~$214 million for the Tier 1 Leverage Ratio, ~~$127~~$131 million for the Tier 1 risk-based capital ratio and ~~$54~~$58 million for the Total risk-based capital ratio.

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

45

Table of Contents

We had no material commitments for capital expenditures as of ~~March 31,~~June 30, 2020. However, we intend to take advantage of opportunities that may arise in the future to grow our businesses, which may include opening additional offices or acquiring

39

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.

40

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.

CONTROLS AND PROCEDURES

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

In accordance with SEC rules, an evaluation was performed under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness, as of ~~March 31,~~June 30, 2020, of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~March 31,~~June 30, 2020, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting that occurred during the ~~quarter~~three months ended ~~March 31,~~June 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

46

Table of Contents

PART II — OTHER INFORMATION

ITEM 1A.

RISK FACTORS

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

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

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

Our business is dependent upon the willingness and ability of our customers and employees to conduct banking and other financial transactions. Disruptions to our customers caused by the COVID-19 pandemic could result in increased risk of delinquencies, defaults, foreclosures and losses on our loans, as well as reductions in loan demand, the liquidity of loan guarantors, loan collateral values (particularly in real estate), loan originations, interest and noninterest income and deposit availability. These

41

factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and financial condition even after the COVID-19 pandemic has subsided. We also could be adversely affected if key personnel or a significant number of employees were to become unavailable due to the effects and restrictions of the COVID-19 pandemic in our market areas. Although we have business continuity plans and other safeguards in place, there is no assurance that such plans and safeguards will be effective. In addition, we rely upon our third-party vendors to conduct business and to process, record, and monitor transactions. If any of these vendors are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers.

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

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

42

47

Table of Contents

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

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

48

Table of Contents

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

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

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

ITEM 5.OTHER INFORMATION

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

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

The Restated CC Agreements for each of ~~March 31, 2020:~~the Named Executive Officer are substantially the same, except with respect to the value of the potential severance benefits. Each Restated CC Agreement can be terminated by the Company upon three years advance written notice to the Named Executive Officer, and each will also terminate (without payment of severance benefits) in the event the Named Executive Officer’s employment is terminated by his or her employer for cause (as defined in the Restated CC Agreement) or due to his or her death or disability or retirement, or by the Named Executive Officer without good reason (as defined in the Restated CC Agreement).

Purchase Dates

Total Number
of Shares
Purchased

Average
Price Paid Per
Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Program

Maximum Number of
Shares That May Yet
Be Purchased
Under the Program

January 1 to January 31, 2020

—

—

—

2,162,900

February 1 to February 29, 2020

—

—

—

2,162,900

March 1 to March 31, 2020

224,300

$
12.59

261,400

1,938,600

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

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

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

43

49

Table of Contents

ITEM 6.EXHIBITS

~~ITEM 6.~~

~~EXHIBITS~~

Exhibit No.		Description of Exhibit

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

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

10.1~~(1)~~		~~Fifth Amendment to~~ Employment Agreement, dated ~~March 11,~~April 22, 2020, byamong First Foundation Inc., First Foundation Bank, and ~~between the Company, FFB and Scott F. Kavanaugh~~Kevin Thompson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on ~~March 13,~~June 1, 2020).

10.2
~~10.2(1)~~		~~Fifth Amendment to Employment~~Change of Control Severance Compensation Agreement, dated ~~March 11,~~June 1, 2020, byamong First Foundation Inc. and ~~between the Company, FFA and Ulrich E. Keller, Jr.~~Kevin Thompson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on ~~March 13,~~June 1, 2020).

10.3(1)		~~Second Amendment to Employment~~Amended and Restated Change in Control Severance Compensation Agreement, dated ~~March 11,~~August 6, 2020, by and between ~~FFB~~First Foundation Inc. and ~~David DePillo (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on March 13, 2020).~~Scott F. Kavanaugh.

10.4(1)		~~Second Amendment to Employment~~Amended and Restated Change in Control Severance Compensation Agreement, dated ~~March 11,~~August 6, 2020, by and between ~~FFB~~First Foundation Inc. and ~~Lindsay Lawrence (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on March 13, 2020).~~Ulrich E. Keller, Jr.

~~31.1~~10.5(1)		Amended and Restated Change in Control Severance Compensation Agreement, dated August 6, 2020, by and between First Foundation Inc. and David DePillo.

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

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

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

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

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

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

101.INS		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

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)	Filed herewith.

~~(1)Management contract or compensatory plan.~~

50

44Table of Contents

SIGNATURES

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


	FIRST FOUNDATION INC.

Dated: ~~May 8,~~August 7, 2020		By:	/s/ ~~JOHN M. MICHEL~~KEVIN THOMPSON
			~~John M. Michel~~Kevin Thompson
			Executive Vice President and Chief Financial Officer

S-1


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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock	FFWM	NASDAQ Global Market



Large accelerated filer	☒		Accelerated filer	☐

Non-accelerated filer	☐		Smaller reporting company	☐

		Emerging growth company	☐

	For the Quarter Ended March 31,
	2020		2019
Interest income:
Loans	$	54,884	$	53,835
Securities		6,997		6,165
FHLB stock, fed funds sold and interest-bearing deposits		457		544
Total interest income		62,338		60,544

Interest expense:
Deposits		14,646		15,448
Borrowings		2,824		4,049
Total interest expense		17,470		19,497

Net interest income		44,868		41,047

Provision for credit losses		4,079		540

Net interest income after provision for credit losses		40,789		40,507

Noninterest income:
Asset management, consulting and other fees		7,762		6,794
Other income		2,913		1,671
Total noninterest income		10,675		8,465

Noninterest expense:
Compensation and benefits		19,857		18,902
Occupancy and depreciation		5,512		4,868
Professional services and marketing costs		1,754		2,004
Customer service costs		2,372		3,389
Other expenses		3,362		3,782
Total noninterest expense		32,857		32,945

Income before taxes on income		18,607		16,027
Taxes on income		5,396		4,768
Net income	$	13,211	$	11,259

Net income per share:
Basic	$	0.30	$	0.25
Diluted	$	0.29	$	0.25
Shares used in computation:
Basic		44,669,661		44,540,865
Diluted		44,952,669		44,798,306

	Common Stock								Accumulated Other
	Number of Shares	Amount		Additional Paid-in Capital		Retained Earnings			Comprehensive Income (Loss)			Total
Balance: December 31, 2018	44,496,007	$	44	$	431,832	$	128,461		$	(1,153	)	$	559,184
Net income	—		—		—		11,259			—			11,259
Other comprehensive loss	—		—		—		—			(759	)		(759	)
Stock based compensation	—		—		692		—			—			692
Cash dividend	—		—		—		(2,230	)		—			(2,230	)
Issuance of common stock:
Exercise of options	13,000		—		97		—			—			97
Stock grants – vesting of Restricted Stock Units	111,824		—		—		—			—			—
Balance: March 31, 2019	44,620,831	$	44	$	432,621	$	137,490		$	(1,912	)	$	568,243

	For the Three Months Ended March 31,
	2020			2019
Cash Flows from Operating Activities:
Net income	$	13,211		$	11,259
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses - loans		2,279			540
Provision for credit losses – securities AFS		1,800			—
Stock–based compensation expense		767			692
Depreciation and amortization		763			738
Deferred tax expense		1,722			734
Amortization of core deposit intangible		519			630
Amortization of mortgage servicing rights – net		361			320
Amortization of premiums on purchased loans – net		(4,174	)		(2,171	)
Gain on sale of REO		—			(118	)
Gain from hedging activities		(36	)		(291	)
(Increase) decrease in other assets		(7,355	)		887
Decrease in accounts payable and other liabilities		(8,973	)		(2,028	)
Net cash provided by operating activities		884			11,192

Cash Flows from Investing Activities:
Net increase in loans		(263,552	)		(141,346	)
Proceeds from sale of REO		—			468
Purchase of premises and equipment		(977	)		(852	)
Recovery of allowance for credit losses		451			208
Purchases of AFS securities		(3,000	)		—
Maturities of AFS securities		55,443			20,537
Sale (purchases) of FHLB stock, net		351			(2,427	)
Net cash used in investing activities		(211,284	)		(123,412	)

Cash Flows from Financing Activities:
Increase in deposits		139,683			35,734
Net increase in FHLB advances		51,000			92,000
Dividends paid		(3,132	)		(2,230	)
Proceeds from sale of stock, net		645			97
Repurchase of stock		(2,824	)		—
Net cash provided by financing activities		185,372			125,601

Increase (decrease) in cash and cash equivalents		(25,028	)		13,381
Cash and cash equivalents at beginning of year		65,387			67,312
Cash and cash equivalents at end of period	$	40,359		$	80,693

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes	$	—		$	149
Interest		19,804			17,447
Noncash transactions:
Transfer of loans to loans held for sale	$	10,163		$	101,397
Chargeoffs against allowance for credit losses		530			548

(dollars in thousands)	Three Months Ended March 31, 2020			Year Ended December 31, 2019

Beginning balance	$	402		$	767
Accretion of income		(28	)		(311	)
Reclassification from nonaccretable difference		(300	)		10
Disposals		—			(64	)
Ending balance	$	74		$	402

		Past Due and Still Accruing												Total Past
(dollars in thousands)		30–59 Days			60-89 Days			90 Days or More			Nonaccrual			Due and Nonaccrual			Current		Total
March 31, 2020:
Real estate loans:
Residential properties		$	—		$	—		$	—		$	1,704		$	1,704		$	3,226,037	$	3,227,741
Commercial properties			—			—			399			2,355			2,754			790,561		793,315
Land			500			—			—			—			500			67,525		68,025
Commercial and industrial loans			1,023			233			—			5,173			6,429			692,441		698,870
Consumer loans			2			—			—			18			20			17,542		17,562
Total		$	1,525		$	233		$	399		$	9,250		$	11,407		$	4,794,106	$	4,805,513

Percentage of total loans			0.03	%		0.00	%		0.01	%		0.19	%		0.24	%

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

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

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

(dollars in thousands)	Pass		Special Mention		Substandard Loans		Loans Individually Evaluated		Total
March 31, 2020:
Real estate loans:
Residential properties	$	3,224,832	$	—	$	—	$	2,909	$	3,227,741
Commercial properties		781,902		1,227		2,871		7,315		793,315
Land		68,025		—		—		—		68,025
Commercial and industrial loans		683,273		7,646		236		7,715		698,870
Consumer loans		17,544		—		—		18		17,562
Total	$	4,775,576	$	8,873	$	3,107	$	17,957	$	4,805,513

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

(dollars in thousands)
2020	$	4,482
2021		6,023
2022		5,147
2023		2,305
2024 and after		3,211
Total future minimum lease payments	$	21,168
Discount on cash flows		(4,520	)
Total lease liability	$	16,648

	Quarter Ended March 31:
	2020							2019
(dollars in thousands)	Average Balances		Interest		Average Yield / Rate			Average Balances		Interest		Average Yield / Rate
Interest-earning assets:
Loans	$	5,082,152	$	54,884		4.32	%	$	4,835,920	$	53,835		4.46	%
Securities		999,625		6,997		2.80	%		802,503		6,165		3.07	%
FHLB stock, fed funds, and deposits		62,020		457		2.96	%		48,801		544		4.52	%
Total interest-earning assets		6,143,797		62,338		4.06	%		5,687,224		60,544		4.27	%

Noninterest-earning assets:
Nonperforming assets		11,924							12,226
Other		173,929							184,081
Total assets	$	6,329,650						$	5,883,531

Interest-bearing liabilities:
Demand deposits	$	359,410	$	726		0.81	%	$	313,084	$	732		0.95	%
Money market and savings		1,373,321		4,395		1.29	%		1,173,837		3,350		1,16	%
Certificates of deposit		1,973,176		9,525		1.94	%		2,018,270		11,366		2.28	%
Total interest-bearing deposits		3,705,907		14,646		1.59	%		3,505,191		15,448		1.79	%
Borrowings		682,936		2,824		1.66	%		637,036		4,049		2.58	%
Total interest-bearing liabilities		4,388,843		17,470		1.60	%		4,142,227		19,497		1.91	%

Noninterest-bearing liabilities:
Demand deposits		1,266,328							1,124,318
Other liabilities		57,036							58,077
Total liabilities		5,712,207							5,324,622
Shareholders’ equity		617,443							558,909
Total liabilities and equity	$	6,329,650						$	5,883,531

Net Interest Income			$	44,868						$	41,047

Net Interest Rate Spread						2.46	%						2.36	%

Net Yield on Interest-earning Assets						2.92	%						2.88	%

	Increase (Decrease) due to						Net Increase (Decrease)
(dollars in thousands)	Volume			Rate			Net Increase (Decrease)
Interest earned on:
Loans	$	2,741		$	(1,692	)	$	1,049
Securities		1,413			(581	)		832
FHLB stock, fed funds and deposits		131			(218	)		(87	)
Total interest-earning assets		4,285			(2,491	)		1,794

Interest paid on:
Demand deposits		108			(114	)		(6	)
Money market and savings		642			403			1,045
Certificates of deposit		(156	)		(1,685	)		(1,841	)
Borrowings		310			(1,535	)		(1,225	)
Total interest-bearing liabilities		904			(2,931	)		(2,027	)
Net interest income	$	3,381		$	440		$	3,821

(dollars in thousands)
3 months or less	$	239,420
Over 3 months through 6 months		366,633
Over 6 months through 12 months		177,600
Over 12 months		10,321
Total	$	793,974

	Allowance for Credit Losses								Unaccreted Credit
	Evaluated for Impairment								Component
(dollars in thousands)	Individually		Collectively		PCD		Total		Other Loans
March 31, 2020:
Allowance for credit losses:
Real estate loans:
Residential properties	$	—	$	6,389	$	—	$	6,389
Commercial properties		—		4,938		—		4,938
Land		—		1,344		—		1,344
Commercial and industrial loans		1,189		8,936		—		10,125
Consumer loans		19		185		—		204
Total	$	1,208	$	21,792	$	—	$	23,000
Loans:
Real estate loans:
Residential properties	$	2,909	$	3,224,832	$	—	$	3,227,741
Commercial properties		7,315		783,129		2,871		793,315
Land		—		68,025		—		68,025
Commercial and industrial loans		7,715		690,919		236		698,870
Consumer loans		18		17,544		—		17,562
Total	$	17,957	$	4,784,449	$	3,107	$	4,805,513

Purchase Dates	Total Number of Shares Purchased		Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares That May Yet Be Purchased Under the Program
January 1 to January 31, 2020	—		—	—	2,162,900
February 1 to February 29, 2020	—		—	—	2,162,900
March 1 to March 31, 2020	224,300	$	12.59	261,400	1,938,600