UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2018
FIRST FOUNDATION INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36461 |
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20-8639702 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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18101 Von Karman Avenue, Suite 700 |
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Irvine, California |
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92612 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(949) 202-4160
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On January 31, 2018, First Foundation Inc. issued a press release reporting its consolidated financial results for the fourth quarter and year ended December 31, 2017. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and such information and that Exhibit shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. Such forward-looking statements relate to First Foundation’s current expectations and are subject to the limitations and qualifications set forth in First Foundation’s other documents filed with the U.S. Securities and Exchange Commission, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.
On January 31, 2018, First Foundation Inc. announced the following consolidated financial results for the fourth quarter and year ended December 31, 2017:
FIRST FOUNDATION INC.
CONSOLIDATED BALANCE SHEETS - Unaudited
(in thousands, except share and per share amounts)
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December 31, 2017 |
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December 31, 2016 |
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ASSETS |
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Cash and cash equivalents |
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$ |
120,394 |
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$ |
597,946 |
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Securities available-for-sale (“AFS”) |
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519,364 |
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509,578 |
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Loans held for sale |
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154,380 |
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250,942 |
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Loans, net of deferred fees |
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3,663,727 |
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2,555,709 |
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Allowance for loan and lease losses (“ALLL”) |
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(18,400 |
) |
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(15,400 |
) |
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Net loans |
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3,645,327 |
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2,540,309 |
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Investment in FHLB stock |
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19,060 |
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33,750 |
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Deferred taxes |
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12,143 |
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16,811 |
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Premises and equipment, net |
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6,581 |
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6,730 |
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Real estate owned (“REO”) |
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2,920 |
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1,734 |
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Goodwill and intangibles |
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33,576 |
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2,177 |
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Other assets |
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27,440 |
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15,426 |
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Total Assets |
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$ |
4,541,185 |
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$ |
3,975,403 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Liabilities: |
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Deposits |
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$ |
3,443,527 |
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$ |
2,426,795 |
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Borrowings |
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678,000 |
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1,250,000 |
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Accounts payable and other liabilities |
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24,707 |
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14,344 |
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Total Liabilities |
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4,146,234 |
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3,691,139 |
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Commitments and contingencies |
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- |
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- |
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Shareholders’ Equity |
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Common Stock, par value $.001: 70,000,000 shares authorized; 38,207,766 and 32,719,632 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively |
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38 |
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16 |
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Additional paid-in-capital |
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314,501 |
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232,428 |
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Retained earnings |
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85,503 |
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57,065 |
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Accumulated other comprehensive income (loss), net of tax |
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(5,091 |
) |
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(5,245 |
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Total Shareholders’ Equity |
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394,951 |
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284,264 |
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Total Liabilities and Shareholders’ Equity |
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$ |
4,541,185 |
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$ |
3,975,403 |
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CONSOLIDATED INCOME STATEMENTS - Unaudited
(in thousands, except share and per share amounts)
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For the Quarter Ended December 31, |
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For the Year Ended December 31, |
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2017 |
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2016 |
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2017 |
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2016 |
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Interest income: |
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Loans |
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$ |
33,998 |
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$ |
23,718 |
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$ |
121,707 |
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$ |
85,080 |
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Securities |
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3,227 |
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3,358 |
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12,407 |
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12,781 |
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FHLB Stock, fed funds sold and deposits |
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686 |
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1,291 |
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2,687 |
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2,781 |
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Total interest income |
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37,911 |
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28,367 |
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136,801 |
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100,642 |
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Interest expense: |
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Deposits |
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5,340 |
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2,722 |
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17,443 |
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8,916 |
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Borrowings |
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1,346 |
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641 |
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5,740 |
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2,277 |
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Total interest expense |
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6,686 |
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3,363 |
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23,183 |
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11,193 |
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Net interest income |
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31,225 |
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25,004 |
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113,618 |
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89,449 |
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Provision for loan losses |
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900 |
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1,800 |
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2,762 |
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4,681 |
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Net interest income after provision for loan losses |
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30,325 |
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23,204 |
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110,856 |
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84,768 |
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Noninterest income: |
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Asset management, consulting and other fees |
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7,038 |
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6,257 |
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26,710 |
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24,384 |
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Gain on sale of loans |
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2,717 |
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574 |
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7,029 |
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7,812 |
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Gain (loss) on capital markets activities |
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- |
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- |
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- |
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(1,043 |
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Other income |
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1,621 |
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755 |
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4,980 |
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3,407 |
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Total noninterest income |
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11,376 |
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7,586 |
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38,719 |
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34,560 |
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Noninterest expense: |
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Compensation and benefits |
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13,703 |
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11,867 |
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56,558 |
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48,574 |
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Occupancy and depreciation |
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4,302 |
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3,195 |
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15,396 |
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11,978 |
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Professional services and marketing costs |
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2,572 |
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2,017 |
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7,687 |
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9,825 |
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Other expenses |
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8,084 |
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3,112 |
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19,335 |
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10,617 |
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Total noninterest expense |
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28,661 |
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20,191 |
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98,976 |
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80,994 |
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Income before taxes on income |
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13,040 |
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10,599 |
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50,599 |
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38,334 |
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Taxes on income |
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10,767 |
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4,082 |
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23,017 |
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15,031 |
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Net income |
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$ |
2,273 |
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$ |
6,517 |
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$ |
27,582 |
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$ |
23,303 |
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Net income per share: |
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Basic |
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$ |
0.06 |
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$ |
0.20 |
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$ |
0.80 |
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$ |
0.72 |
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Diluted |
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$ |
0.06 |
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$ |
0.19 |
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$ |
0.78 |
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$ |
0.70 |
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Shares used in computation: |
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Basic |
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36,890,085 |
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32,668,318 |
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34,482,630 |
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32,365,800 |
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Diluted |
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37,500,952 |
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33,788,114 |
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35,331,059 |
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33,471,816 |
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-4- |
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Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
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Description |
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99.1 |
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-5- |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIRST FOUNDATION INC. |
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Date: January 31, 2018 |
By: |
/s/ JOHN MICHEL
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John M. Michel Executive Vice President & Chief Financial Officer |
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-6- |
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