8-K

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): July 29, 2014

FIRST FOUNDATION INC.

(Exact name of registrant as specified in its charter)

California	0-55090	20-8639702
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
18101 Von Karman Avenue, Suite 700, Irvine, California		92612
(Address of principal executive offices)		(Zip Code)

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

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On July 29, 2014, First Foundation Inc. (the “Company”) issued a press release announcing its consolidated financial results for its second quarter and the six months ended June 30, 2014. A copy of that press release is attached as Exhibit 99.1 to and, by this reference, is incorporated into this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 hereto, are 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.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2014 Annual Meeting of Shareholders on July 29, 2014. The matters voted on by the shareholders at that Meeting consisted of (i) the election of ten directors to serve on the Company’s Board of Directors for a term of one year and until their respective successors are elected and qualify to serve (Proposal No. 1); (ii) the approval, by non-binding advisory vote, of the compensation paid by the Company to its named executive officers in the year ended December 31, 2013 (“Proposal No. 2’); and (iii) the recommendation as to whether future advisory votes on executive compensation should be held every year, every two years or every three years (“Proposal No. 3).

Election of Directors (Proposal No. 1). The Board of Directors of the Company nominated the candidates named below for election to the Company’s Board of Directors. No other candidates were nominated for election to the Board. Accordingly, the election of directors was uncontested and all ten of the candidates nominated by the Board of Directors were elected at the Annual Meeting to serve as the directors of the Company for a term of one year and until their respective successors are elected and qualify to serve. The table below sets forth the respective numbers of votes cast for, and the respective numbers of votes withheld from, their election.

	Shares Voted
NOMINEES	For		Percent(1)			Withhold		Percent(1)
Ulrich E. Keller, Jr.		4,206,268		96.10	%		170,710		3.90	%
Scott F. Kavanaugh		4,206,268		96.10	%		170,710		3.90	%
James Brakke		4,204,604		96.06	%		172,374		3.94	%
Max Briggs		4,206,268		96.10	%		170,710		3.90	%
Victoria Collins		4,204,604		96.06	%		172,374		3.94	%
Warren D. Fix		4,204,604		96.06	%		172,374		3.94	%
John Hakopian		4,206,268		96.10	%		170,710		3.90	%
Gerald Larsen		4,206,268		96.10	%		170,710		3.90	%
Mitchell M. Rosenberg		4,206,268		96.10	%		170,710		3.90	%
Coby Sonenshine		4,206,268		96.10	%		170,710		3.90	%

(1) As a percent of shares voted in the election of directors.

Advisory Vote on Named Executive Compensation for 2013 (Proposal No. 2). At the Annual Meeting, our shareholders approved, on a non-binding advisory basis, the compensation of our Named Executive Officers for the year ended December 31, 2013, by the following vote:

FOR		AGAINST		ABSTAIN
Number of Shares	Percent of Shares Voted	Number of Shares	Percent of Shares Voted	Number of Shares	Percent of Shares Voted
4,166,763	95.20%	173,121	3.95%	37,094	0.85%

2

Frequency of Future Advisory Votes on the Compensation of Named Executive Officers (Proposal No. 3). At the Annual Meeting, our shareholders were asked to cast a non-binding advisory vote as to whether future advisory votes on the compensation of our named executive officers should be held every year, every two years or every three years. In accordance with the recommendation of the Board of Directors, the Company’s shareholders voted at the Annual Meeting for such future advisory votes to be held annually.

Shares Voted:	For Every Year	For Every Two Years	For Every Three Years	Abstentions
Number of Shares	4,040,905	110,852	162,011	63,210
Percent of Shares Voted	92.32%	2.53%	3.71%	1.44%

Board Action with respect to the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers. Based on the recommendation of the Company’s shareholders, the Board of Directors, at a meeting held on July 29, 2014, decided that future advisory votes on the compensation of our named executive officers will be held annually until such time as the Board of Directors may decide to hold another shareholder vote on the frequency of advisory votes on the executive compensation of our named executive officers.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is being furnished pursuant to Item 2.02 above.

Exhibit No.	Description of Exhibit
99.1	Press Release issued July 29, 2014 announcing the consolidated financial results of First Foundation Inc. for the quarter and six months ended June 30, 2014.

3

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.

	FIRST FOUNDATION INC.
Date: July 31, 2014	By:	/s/ JOHN M. MICHEL
		John M. Michel Executive Vice President & Chief Financial Officer

S-1

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibit
99.1	Press Release issued July 29, 2014 announcing the consolidated financial results of First Foundation Inc. for the quarter and six months ended June 30, 2014.

E-1

EX-99.1

Exhibit 99.1

FIRST FOUNDATION ANNOUNCES SECOND QUARTER RESULTS

IRVINE, Calif.—(BUSINESS WIRE)—First Foundation Inc., a financial services company that provides investment management, wealth planning, consulting, trust and banking services primarily to high-net-worth individuals and businesses, today announced its financial results for the quarter and six months ended June 30, 2014.

Net income for the quarter and six months ended June 30, 2014 for First Foundation, which has two wholly owned operating subsidiaries, First Foundation Advisors and First Foundation Bank, was $1.3 million, or $0.16 per diluted share, and $2.7 million, or $0.34 per diluted share, respectively, as compared to net income of $1.9 million, or $0.24 per diluted share, and $2.9 million, or $0.38 per diluted share for the quarter and six months ended June 30, 2013, respectively. Included in the results for the second quarter of 2014 is $1.0 million of expenses related to a cancelled initial public offering (“IPO”). If that offering had been completed, rather than cancelled, those costs would have been netted against the gross proceeds of offering and not recorded as an expense. Excluding these IPO expenses, net income for the quarter and six months ended June 30, 2014 would have been $1.8 million, or $0.23 per diluted share, and $3.3 million, or $0.41 per diluted share, respectively.

For the quarter and six months ended June 30, 2014, total revenues, which consist of net interest income and noninterest income, increased 10% and 15%, respectively as compared to the corresponding periods in 2013. During the first six months of 2014, assets under management at First Foundation Advisors increased 27% on an annualized basis, and consolidated loans and deposits increased 23% and 14%, respectively, on an annualized basis.

“The continued growth in our assets under management, loans and deposits is the driver of our revenue growth,” stated Scott Kavanaugh, Chief Executive Officer of First Foundation. “As a result of these increased revenues, First Foundation Advisors is now contributing to our bottom line growth, and, excluding the $1.0 million in IPO costs, our income before taxes for the first six months of 2014 was 20% higher than the corresponding period in 2013. As our sales pipelines continue to be strong, we do not anticipate any slowdown in our growth rates during the remainder of 2014,” Mr. Kavanaugh added.

About First Foundation

First Foundation, a financial institution founded in 1990, provides integrated investment management, wealth planning, consulting, trust and banking services. The company is headquartered in Irvine with offices in Irvine, Newport Beach, Pasadena, West Los Angeles, San Diego, Palm Desert and the Imperial Valley in California, and Las Vegas, Nevada. For more information, please visit our website at www.ff-inc.com.

Forward-Looking Statements

Statements in this news release regarding our expectations and beliefs about our future financial performance and financial condition, as well as trends in our business and markets are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” The forward looking statements in this news release are based on current information and on assumptions that we make about future events and circumstances and are subject to a number of risks and uncertainties that are often difficult to predict and beyond our control. As a result of those risks and uncertainties, our actual financial results in the future could differ, possibly materially, from those expressed in the forward looking statements contained in this news release and could cause us to make changes to our future plans. Those risks and uncertainties include, but are not limited to, the risk of incurring loan losses, which is an inherent risk of the banking business; the risk that the economic recovery in the United States will stall or will be adversely affected by domestic or international economic conditions and the risk that the Federal Reserve Board will continue to keep interest rates low, any of which could adversely affect our interest income and interest rate margins and, therefore, our future operating results; and the risk that the performance of our investment management business or of the equity and bond markets could lead clients to move their funds from or close their investment accounts with us, which would reduce our assets under management and adversely affect our operating results. Additional information regarding these and other risks and uncertainties to which our business and future financial performance are subject is contained in Item 1A,

entitled “Risk Factors” in our 2013 Annual Report on Form 10-K that we filed with the SEC on March 25, 2014, and readers of this news release are urged to review that additional information contained in that Annual Report. Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this news release, which speak only as of today’s date, or to make predictions based solely on historical financial performance. We also disclaim any obligation to update forward-looking statements contained in this news release or in the above-referenced 2013 Annual Report, whether as a result of new information, future events or otherwise, except as may be required by law.

Contact:

John Michel

Chief Financial Officer

First Foundation Inc.

949-202-4160

Email: jmichel@ff-inc.com

FIRST FOUNDATION INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(dollars in thousands)	June 30, 2014 (unaudited)			December 31, 2013
Cash and cash equivalents	$	19,407		$	56,954
Securities available-for-sale (“AFS”)		118,324			59,111
Loans, net of deferred fees		1,007,828			903,645
Allowance for loan and lease losses (“ALLL”)		(10,150	)		(9,915	)
Net loans		997,678			893,730
Premises and equipment, net		2,674			3,249
Investment in FHLB stock		9,165			6,721
Deferred taxes		10,260			12,052
Real estate owned (“REO”)		1,285			375
Other assets		5,599			5,168
Total Assets	$	1,164,392		$	1,037,360
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits	$	857,165		$	802,037
Borrowings		208,279			141,063
Accounts payable and other liabilities		7,423			7,498
Total Liabilities		1,072,867			950,598
Commitments and contingencies		—			—
Shareholders’ Equity
Common Stock, par value $.001: 20,000,000 shares authorized; 7,734,514 and 7,733,514 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively		8			8
Additional paid-in-capital		76,632			76,334
Retained earnings		14,719			11,990
Accumulated other comprehensive income (loss), net of tax		166			(1,570	)
Total Shareholders’ Equity		91,525			86,762
Total Liabilities and Shareholders’ Equity	$	1,164,392		$	1,037,360

FIRST FOUNDATION INC.

CONSOLIDATED INCOME STATEMENTS - Unaudited

(in thousands, except share and per share amounts)

	For the Quarter Ended June 30,				For the Six Months Ended June 30,
	2014		2013		2014		2013
Interest income:
Loans	$	10,227	$	10,084	$	20,331	$	19,003
Securities		550		153		942		176
Fed funds sold and interest-bearing deposits		154		113		333		175
Total interest income		10,931		10,350		21,606		19,354
Interest expense:
Deposits		838		765		1,642		1,547
Borrowings		277		97		398		127
Total interest expense		1,115		862		2,040		1,674
Net interest income		9,816		9,488		19,566		17,680
Provision for loan losses		—		686		235		1,308
Net interest income after provision for loan losses		9,816		8,802		19,331		16,372
Noninterest income:
Asset management, consulting and other fees		5,202		4,625		10,241		8,911
Other income		1,214		585		1,726		832
Total noninterest income		6,416		5,210		11,967		9,743
Noninterest expense:
Compensation and benefits		8,034		7,013		16,514		14,265
Occupancy and depreciation		1,804		1,519		3,632		2,842
Professional services and marketing costs		2,099		986		3,348		2,031
Other expenses		1,934		1,507		2,923		2,283
Total noninterest expense		13,871		11,025		26,417		21,421
Income before taxes on income		2,361		2,987		4,881		4,694
Taxes on income		1,094		1,135		2,152		1,784
Net income	$	1,267	$	1,852	$	2,729	$	2,910
Net income per share:
Basic	$	0.16	$	0.25	$	0.35	$	0.39
Diluted	$	0.16	$	0.24	$	0.34	$	0.38
Shares used in computation:
Basic		7,734,231		7,414,205		7,733,874		7,395,699
Diluted		8,101,764		7,752,800		8,098,308		7,683,402

FIRST FOUNDATION INC.

SELECTED FINANCIAL INFORMATION

(in thousands, except share and per share amounts)

	As of and for the Six Months Ended June 30,						As of and for the Year Ended December 31, 2013
	2014(5)			2013
	Unaudited			Unaudited
Selected Income Statement Data:
Net interest income	$	19,566		$	17,680		$	35,674
Provision for loan losses		235			1,308			2,395
Noninterest Income:
Asset management, consulting and other fees		10,241			8,911			18,240
Other		1,726			832			1,584
Noninterest expense		26,417			21,421			43,622
Income before taxes		4,881			4,694			9,481
Net income(1)		2,729			2,910			7,851
Share and Per Share Data:
Net income per share:
Basic	$	0.35		$	0.39		$	1.06
Diluted		0.34			0.38			1.01
Tangible book value per share(2)	$	11.80		$	10.26		$	11.18
Shares outstanding at end of period		7,734,514			7,414,527			7,733,514
Selected Balance Sheet Data:
Cash and cash equivalents	$	19,407		$	40,277		$	56,954
Loans, net of deferred fees		1,007,828			798,606			903,645
Allowance for loan and lease losses (“ALLL”)		(10,150	)		(8,900	)		(9,915	)
Total assets		1,164,392			894,648			1,037,360
Noninterest-bearing deposits		211,603			185,092			217,782
Interest-bearing deposits		645,562			534,839			584,255
Borrowings - FHLB Advances		187,000			84,000			134,000
Borrowings - term note		21,279			7,438			7,063
Shareholders’ equity		91,525			76,396			86,762
Selected Performance and Capital Ratios:
Return on average assets - annualized		0.60	%		0.68	%		0.86	%
Return on average equity - annualized		7.4	%		7.7	%		10.2	%
Net yield on interest-earning assets		3.66	%		4.29	%		4.04	%
Efficiency ratio(3)		80.2	%		78.1	%		78.6	%
Noninterest income as a % of total revenues		38.0	%		35.5	%		35.7	%
Tangible common equity to tangible assets(2)		7.84	%		8.51	%		8.34	%
Other Information:
Assets under management (end of period)	$	2,946,926		$	2,356,917		$	2,594,961
NPAs to total assets		0.46	%		0.40	%		0.32	%
Charge-offs to average loans - annualized		0.00	%		0.19	%		0.10	%
Ratio of ALLL to loans(4)		1.03	%		1.20	%		1.16	%

(1) Reflects effective tax rates of 44.0% and 38.0% for the six months ended June 30, 2014 and 2013, respectively, and 17.2% for the year ended December 31, 2013.

(2) Tangible common equity, (also referred to as tangible book value) and tangible assets, are equal to common equity and assets, respectively, less $0.2 million of intangible assets as of June 30, 2014, and less $0.3 million of intangible assets as of December 31, 2013 and June 30, 2013.

(3) The efficiency ratio is the ratio of noninterest expense to the sum of net interest income and noninterest income.

(4) This ratio excludes loans acquired in an acquisition as GAAP requires estimated credit losses for acquired loans to be recorded as discounts to those loans.

(5) 2014 results include $1.0 million in costs related to a cancelled initial public offering, a $0.7 million gain on sale of REO and a related $0.7 million expense representing a payout of these gains to the prior shareholders of an acquired company under a holdback agreement. These items have been excluded from the computation of the return on average assets, return on average equity and the efficiency ratio.