10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1) 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-55090

FIRST FOUNDATION INC.

(Exact name of Registrant as specified in its charter)

California	20-8639702
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
18101 Von Karman Avenue, Suite 700 Irvine, CA 92612	92612
(Address of principal executive offices)	(Zip Code)

(949) 202-4160

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed, since last year)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.) (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No   x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

7,733,514 shares of Common Stock, par value $0.001 per share, as of May 1, 2014

EXPLANATORY NOTE

The registrant is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q (“Amendment No. 1”) for the quarter ended March 31, 2014, filed with the Securities and Exchange Commission on May 14, 2014 (the “Original Filing”), to furnish Exhibit 101 to the Original Filing.  Exhibit 101 provides the financial statements and related notes from the Original Filing formatted in XBRL (eXtensible Business Reporting Language).

Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof.

ITEM  6. EXHIBITS

(a) Exhibits.

Exhibit No.	Description of Exhibit
31.1†	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.2†	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
32.1†	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002
32.2†	Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002
101*	XBRL (eXtensive Business Reporting Language). The following financial materials from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

* Submitted electronically with this report.

† Previously included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 with the Securities and Exchange Commission on May 14, 2014.

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: June 9, 2014	By:	/s/    JOHN M. MICHEL
		John M. Michel
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description of Exhibits
31.1†	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.2†	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
32.1†	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002
32.2†	Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002
101*	XBRL (eXtensive Business Reporting Language). The following financial materials from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2014, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.

* Submitted electronically with this report.

† Previously included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 with the Securities and Exchange Commission on May 14, 2014.

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Allowance for Loan Losses - Weighted Average Annualized Balance of Recorded Investment and Interest Income on Impaired Loans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Financing Receivable Modifications [Line Items]
Average Recorded Investment	$ 6,488	$ 5,263
Interest Income after Impairment	53	222
Commercial Properties
Financing Receivable Modifications [Line Items]
Average Recorded Investment	819	323
Interest Income after Impairment	5	22
Commercial and Industrial Loans
Financing Receivable Modifications [Line Items]
Average Recorded Investment	3,009	2,690
Interest Income after Impairment	40	168
Residential Real Estate
Financing Receivable Modifications [Line Items]
Average Recorded Investment	2,660	2,250
Interest Income after Impairment	$ 8	$ 32

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Segment Reporting - Key Operating Results of Business Segments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Segment Reporting Information [Line Items]
Interest income	$ 10,675	$ 9,004
Interest expense	925	812
Net interest income	9,750	8,192
Provision for loan losses	235	622
Noninterest income	5,551	4,533
Noninterest expense	12,546	10,396
Income before taxes on income	2,520	1,707
Banking
Segment Reporting Information [Line Items]
Interest income	10,675	9,004
Interest expense	851	812
Net interest income	9,824	8,192
Provision for loan losses	235	622
Noninterest income	1,042	819
Noninterest expense	6,942	5,612
Income before taxes on income	3,689	2,777
Wealth Management
Segment Reporting Information [Line Items]
Noninterest income	4,625	3,816
Noninterest expense	4,842	4,325
Income before taxes on income	(217)	(509)
Other
Segment Reporting Information [Line Items]
Interest expense	74
Net interest income	(74)
Noninterest income	(116)	(102)
Noninterest expense	762	459
Income before taxes on income	$ (952)	$ (561)

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Loans - Summary of Delinquent and Nonaccrual Loans (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounts Notes And Loans Receivable [Line Items]
30–59 Days Past Due Still Accruing	$ 1,297
60-89 Days Past Due and Still Accruing		2,744
90 Days or More Past Due and Still Accruing	2,950	3,212
Nonaccrual Past Due and Still Accruing	4,129	2,894
Total Past Due and Nonaccrual	8,376	8,850
Current	940,507	894,745
Total loans	948,883	903,595
Percentage of Total Loans Due 30-59 Days	0.14%	0.00%
Percentage of Total Loans Due 60-89 Days	0.00%	0.30%
Percentage of Total Loans Due 90 Days or More	0.31%	0.36%
Percentage of Total Loans Due Nonaccrual	0.44%	0.32%
Percentage of Total Loans	0.88%	0.98%
Commercial Properties
Accounts Notes And Loans Receivable [Line Items]
Total loans	166,290	154,982
Land and Land Improvements
Accounts Notes And Loans Receivable [Line Items]
Total loans	2,345	3,794
Real Estate Loans
Accounts Notes And Loans Receivable [Line Items]
Total loans	834,434	791,856
Real Estate Loans | Residential Properties
Accounts Notes And Loans Receivable [Line Items]
Nonaccrual Past Due and Still Accruing	3,057	1,820
Total Past Due and Nonaccrual	3,057	1,820
Current	662,742	631,260
Total loans	665,799	633,080
Real Estate Loans | Commercial Properties
Accounts Notes And Loans Receivable [Line Items]
30–59 Days Past Due Still Accruing	338
90 Days or More Past Due and Still Accruing		417
Nonaccrual Past Due and Still Accruing	598	598
Total Past Due and Nonaccrual	936	1,015
Current	165,354	153,967
Total loans	166,290	154,982
Real Estate Loans | Land and Land Improvements
Accounts Notes And Loans Receivable [Line Items]
90 Days or More Past Due and Still Accruing		1,480
Total Past Due and Nonaccrual		1,480
Current	2,345	2,314
Total loans	2,345	3,794
Commercial and Industrial Loans
Accounts Notes And Loans Receivable [Line Items]
30–59 Days Past Due Still Accruing	959
60-89 Days Past Due and Still Accruing		2,744
90 Days or More Past Due and Still Accruing	2,950	1,315
Nonaccrual Past Due and Still Accruing	344	344
Total Past Due and Nonaccrual	4,253	4,403
Current	92,995	88,852
Total loans	97,248	93,255
Consumer Loans
Accounts Notes And Loans Receivable [Line Items]
Nonaccrual Past Due and Still Accruing	130	132
Total Past Due and Nonaccrual	130	132
Current	17,071	18,352
Total loans	$ 17,201	$ 18,484

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Fair Value - Quantitative and Nonrecurring Information for Level 3 Fair Value Measurements (Details) (Selling Costs, Third Party Appraisal, Undeveloped Land, USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Selling Costs | Third Party Appraisal | Undeveloped Land
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Valuation Technique	Third Party Appraisal	Third party appraisal
Unobservable Input	Selling costs	Selling costs
Estimate Used	9.00%	9.00%
Fair Value	$ 1,875	$ 375

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Borrowings - Additional Information (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Jun. 30, 2013	Apr. 30, 2014	Jan. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Overnight FHLB advances	$ 119,000,000				$ 134,000,000
Notes payable	21,900,000				7,100,000
FHLB advances interest rates			0.11%	0.06%
Term loan note agreement	21,875,000	7,500,000
Term of the loan		5 years
Proceeds from additional borrowings	15,000,000
Monthly payments of principal amount plus interest	200,000
Debt instrument unpaid principal balance	$ 12,100,000
Debt Instrument, Maturity Date	maturity date of the loan in May 2018
Ninety day Libor plus
Debt Instrument [Line Items]
Term loan interest rate	4.00%

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Allowance for Loan Losses - Risk Category of Loans by Class of Loans (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounts Notes And Loans Receivable [Line Items]
Total	$ 948,883	$ 903,595
Commercial Properties
Accounts Notes And Loans Receivable [Line Items]
Total	166,290	154,982
Commercial and Industrial Loans
Accounts Notes And Loans Receivable [Line Items]
Total	97,248	93,255
Consumer Loans
Accounts Notes And Loans Receivable [Line Items]
Total	17,201	18,484
Land and Land Improvements
Accounts Notes And Loans Receivable [Line Items]
Total	2,345	3,794
Residential Real Estate
Accounts Notes And Loans Receivable [Line Items]
Total	665,799	633,080
Pass
Accounts Notes And Loans Receivable [Line Items]
Total	935,640	889,674
Pass | Commercial Properties
Accounts Notes And Loans Receivable [Line Items]
Total	161,739	150,053
Pass | Commercial and Industrial Loans
Accounts Notes And Loans Receivable [Line Items]
Total	92,213	88,166
Pass | Consumer Loans
Accounts Notes And Loans Receivable [Line Items]
Total	17,028	18,309
Pass | Land and Land Improvements
Accounts Notes And Loans Receivable [Line Items]
Total	2,345	2,314
Pass | Residential Real Estate
Accounts Notes And Loans Receivable [Line Items]
Total	662,315	630,832
Special Mention
Accounts Notes And Loans Receivable [Line Items]
Total	35	43
Special Mention | Commercial and Industrial Loans
Accounts Notes And Loans Receivable [Line Items]
Total	35	43
Substandard
Accounts Notes And Loans Receivable [Line Items]
Total	5,939	7,810
Substandard | Commercial Properties
Accounts Notes And Loans Receivable [Line Items]
Total	3,734	4,108
Substandard | Commercial and Industrial Loans
Accounts Notes And Loans Receivable [Line Items]
Total	2,032	2,047
Substandard | Consumer Loans
Accounts Notes And Loans Receivable [Line Items]
Total	173	175
Substandard | Land and Land Improvements
Accounts Notes And Loans Receivable [Line Items]
Total		1,480
Impaired
Accounts Notes And Loans Receivable [Line Items]
Total	7,269	6,068
Impaired | Commercial Properties
Accounts Notes And Loans Receivable [Line Items]
Total	817	821
Impaired | Commercial and Industrial Loans
Accounts Notes And Loans Receivable [Line Items]
Total	2,968	2,999
Impaired | Residential Real Estate
Accounts Notes And Loans Receivable [Line Items]
Total	$ 3,484	$ 2,248

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Securities

3 Months Ended

Mar. 31, 2014

Securities

NOTE 3: SECURITIES

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

	Amortized		Gross Unrealized					Estimated
(dollars in thousands)	Cost		Gains		Losses			Fair Value
March 31, 2014:
US Treasury securities	$	300	$	-	$			$	300
FNMA and FHLB Agency notes		10,496		-		(528	)		9,968
Agency mortgage-backed securities		64,329		108		(1,448	)		62,989
Total	$	75,125	$	108	$	(1,976	)	$	73,257
December 31, 2013:
US Treasury securities	$	300	$	-	$	-		$	300
FNMA and FHLB Agency notes		10,496		-		(716	)		9,780
Agency mortgage-backed securities		50,983		-		(1,952	)		49,031
Total	$	61,779	$	-	$	(2,668	)	$	59,111

NOTE 3: SECURITIES – (Continued)

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

All unrealized losses had been in a continuous loss position less than 12 months as of March 31, 2014. Unrealized losses on FNMA and FHLB agency notes and agency mortgage-backed securities have not been recognized into income because the issuer bonds are of high credit quality, management does not intend to sell and it is not more likely than not that management would be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates. The fair value is expected to recover as the bonds approach maturity.  

The scheduled maturity of securities AFS and the related weighted average yield is as follows as of March 31, 2014:

(dollars in thousands)	Less than 1 Year			1 Through 5 years			5 Through 10 Years			After 10 Years			Total
Amortized Cost:
US Treasury securities	$	300		$	-		$	-		$	-		$	300
FNMA and FHLB Agency notes		-			-			10,496			-			10,496
Total	$	300		$			$	10,496		$	-		$	10,796
Weighted average yield		0.21	%		0.00	%		1.78	%		0.00	%		1.74	%
Estimated Fair Value:
US Treasury securities	$	300		$	-		$	-		$	-		$	300
FNMA and FHLB Agency notes		-			-			9,968			-			9,968
Total	$	300		$	-		$	9,968		$	-		$	10,268

Agency mortgage backed securities 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 as of March 31, 2014 was 2.57%.

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Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Schedule Of Earnings Per Share Basic And Diluted By Common Class [Line Items]
Net income, Basic	$ 1,462	$ 1,058
Basic common shares outstanding	7,733,514	7,376,988
Earnings per share, Basic	$ 0.19	$ 0.14
Net income, Diluted	$ 1,462	$ 1,058
Effect of options and restricted stock	361,300	236,246
Diluted common shares outstanding	8,094,814	7,613,234
Earnings per share, Diluted	$ 0.18	$ 0.14

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Loans - Summary of Loans (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounts Notes And Loans Receivable [Line Items]
Total loans	$ 948,883	$ 903,595
Premiums, discounts and deferred fees and expenses	(39)	50
Total	948,844	903,645
Commercial Properties
Accounts Notes And Loans Receivable [Line Items]
Total loans	166,290	154,982
Land and Land Improvements
Accounts Notes And Loans Receivable [Line Items]
Total loans	2,345	3,794
Real Estate Loans
Accounts Notes And Loans Receivable [Line Items]
Total loans	834,434	791,856
Real Estate Loans | Residential Properties
Accounts Notes And Loans Receivable [Line Items]
Total loans	665,799	633,080
Real Estate Loans | Residential Properties | Multifamily
Accounts Notes And Loans Receivable [Line Items]
Total loans	401,877	405,984
Real Estate Loans | Residential Properties | Single Family
Accounts Notes And Loans Receivable [Line Items]
Total loans	263,922	227,096
Real Estate Loans | Commercial Properties
Accounts Notes And Loans Receivable [Line Items]
Total loans	166,290	154,982
Real Estate Loans | Land and Land Improvements
Accounts Notes And Loans Receivable [Line Items]
Total loans	2,345	3,794
Commercial and Industrial Loans
Accounts Notes And Loans Receivable [Line Items]
Total loans	97,248	93,255
Consumer Loans
Accounts Notes And Loans Receivable [Line Items]
Total loans	$ 17,201	$ 18,484

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Securities - Additional Information (Details)	Mar. 31, 2014
Schedule Of Available For Sale Securities [Line Items]
Weighted average yield, total	1.74%
Agency Mortgage-backed Securities
Schedule Of Available For Sale Securities [Line Items]
Weighted average yield, total	2.57%

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Earnings Per Share - Additional Information (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive shares excluded from computation of earnings per share	66,125	627,857

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Loans - Additional Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 Loan	Dec. 31, 2013
Accounts Notes And Loans Receivable [Line Items]
Loans acquired	$ 2.1	$ 3.1
Number of loans classified as troubled debt restructurings	1
Troubled debt restructuring balance	$ 0.1	$ 0.1

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Loans - Carrying Amount of Purchased Credit Impaired Loans (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounts Notes And Loans Receivable [Line Items]
Total loans	$ 7,731	$ 10,623
Unaccreted discount on purchased credit impaired loans	(1,921)	(2,945)
Total	5,810	7,678
Consumer Loans
Accounts Notes And Loans Receivable [Line Items]
Total loans	257	260
Land and Land Improvements
Accounts Notes And Loans Receivable [Line Items]
Total		1,480
Commercial and Industrial Loans
Accounts Notes And Loans Receivable [Line Items]
Total loans	2,467	2,489
Real Estate Loans
Accounts Notes And Loans Receivable [Line Items]
Total loans	5,007	7,874
Real Estate Loans | Commercial Properties
Accounts Notes And Loans Receivable [Line Items]
Total loans	5,007	5,543
Real Estate Loans | Land and Land Improvements
Accounts Notes And Loans Receivable [Line Items]
Total loans		$ 2,331

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Fair Value

3 Months Ended

Mar. 31, 2014

Fair Value

NOTE 2: FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability 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. The guidance describes three levels of inputs that may be used to measure fair value:

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 an entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

NOTE 2: FAIR VALUE – (Continued)

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

	Carrying		Fair Value Measurement Level
(dollars in thousands)	Value		1		2		3		Total
March 31, 2014:
Assets:
Cash and cash equivalents	$	50,287	$	50,287	$	-	$	-	$	50,287
Securities AFS		73,257		-		73,257		-		73,257
Loans		938,694		-		-		985,195		985,195
Investment in FHLB stock		6,580		-		-		6,580		6,580
Liabilities:
Deposits		854,684		579,932		274,745		-		854,677
Borrowings		140,875		-		119,000		21,875		140,875
December 31, 2013:
Assets:
Cash and cash equivalents	$	56,954	$	56,954	$	-	$	-	$	56,954
Securities AFS		59,111		-		59,111		-		59,111
Loans		893,730		-		-		933,695		933,695
Investment in FHLB stock		6,721		-		-		6,721		6,721
Liabilities:
Deposits		802,037		556,171		245,920		-		802,091
Borrowings		141,063		-		134,000		7,063		141,063

These estimates do not reflect any premium or discount that could result from offering the Company’s entire holdings of a particular financial instrument for sale at one time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates.

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

Cash and Cash Equivalents: The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.

Securities Available-for-Sale: Fair values for securities available for sale are generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2).

Loans: Fair values of loans, excluding loans held for sale, are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

Investment in FHLB Stock: The carrying amount approximates fair value, as the stock may be sold back to the FHLB at carrying value and no other market exists for the sale of this stock (Level 3).

Deposits: The fair values disclosed for demand deposits, including interest and non-interest demand accounts, savings, and certain types of money market accounts are, by definition, equal to the carrying amount at the reporting date resulting in a Level 1 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

NOTE 2: FAIR VALUE – (Continued)

Borrowings: The carrying value of overnight FHLB advances approximates fair values because of the short-term maturity of this instrument, resulting in a Level 2 classification. The $21.9 million term loan is a variable rate loan for which the rate adjusts quarterly, and as such, its fair value is based on its carrying value resulting in a Level 3 classification.

Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding current economic conditions, risk characteristics of various financial instruments and other factors. Those estimates that are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision are included in Level 3. Changes in assumptions could significantly affect the fair values presented.

The following table provides quantitative information about the Company’s nonrecurring Level 3 fair value measurements of its REO as of:

(dollars in thousands)	Valuation Technique		Unobservable Input		Estimate Used		Fair Value
March 31, 2014:
Undeveloped land		Third Party Appraisal		Selling costs		9.0%	$	1,875
December 31, 2013:
Undeveloped land		Third party appraisal		Selling costs		9.0%	$	375

Appraisals are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Appraisal Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available.

In certain cases we use discounted cash flow or similar internal modeling techniques to determine the fair value of our Level 3 assets and liabilities. Use of these techniques requires determination of relevant inputs and assumptions, some of which represent significant unobservable inputs. Accordingly, changes in these unobservable inputs may have a significant impact on fair value. Certain of these unobservable inputs will (in isolation) have a directionally consistent impact on the fair value of the instrument for a given change in that input. Alternatively, the fair value of the instrument may move in an opposite direction for a given change in another input. Where multiple inputs are used within the valuation technique of an asset or liability, a change in one input in a certain direction may be offset by an opposite change in another input having a potentially muted impact to the overall fair value of that particular instrument. Additionally, a change in one unobservable input may result in a change to another unobservable input (that is, changes in certain inputs are interrelated to one another), which may counteract or magnify the fair value impact.

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Loans - Accretable Yield or Income Expected to be Collected on Purchased Credit Impaired Loans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Accounts Notes And Loans Receivable [Line Items]
Beginning balance	$ 2,349	$ 1,531
Accretion of income	(200)	(730)
Reclassifications from nonaccretable difference		1,879
Disposals		(331)
Ending balance	$ 2,149	$ 2,349

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Deposits - Summary of Outstanding Balance of Deposits and Average Rates (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Schedule Of Held To Maturity Securities [Line Items]
Demand deposits, Noninterest-bearing	$ 225,473	$ 217,782
Demand deposits, Interest-bearing	228,587	217,129
Money market and savings	125,872	121,260
Certificates of deposits	274,752	245,866
Total	$ 854,684	$ 802,037
Demand deposits, Interest-bearing, Weighted Average Rate	0.497%	0.504%
Money market and savings, Weighted Average Rate	0.496%	0.499%
Certificates of deposits, Weighted Average Rate	0.557%	0.606%
Total, Weighted Average Rate	0.385%	0.398%

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
ASSETS
Cash and cash equivalents	$ 50,287	$ 56,954
Securities available-for-sale (“AFS”)	73,257	59,111
Loans, net of deferred fees	948,844	903,645
Allowance for loan and lease losses (“ALLL”)	(10,150)	(9,915)
Net loans	938,694	893,730
Premises and equipment, net	2,978	3,249
Investment in FHLB stock	6,580	6,721
Deferred taxes	11,200	12,052
Real estate owned (“REO”)	1,875	375
Other assets	5,477	5,168
Total Assets	1,090,348	1,037,360
Liabilities:
Deposits	854,684	802,037
Borrowings	140,875	141,063
Accounts payable and other liabilities	5,948	7,498
Total Liabilities	1,001,507	950,598
Commitments and contingencies
Shareholders’ Equity
Common Stock, par value $.001: 20,000,000 shares authorized; 7,733,514 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively	8	8
Additional paid-in-capital	76,480	76,334
Retained earnings	13,452	11,990
Accumulated other comprehensive income (loss), net of tax	(1,099)	(1,570)
Total Shareholders’ Equity	88,841	86,762
Total Liabilities and Shareholders’ Equity	$ 1,090,348	$ 1,037,360

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Segment Reporting - Additional Information (Details)	3 Months Ended
	Mar. 31, 2014 Segment	Mar. 31, 2013 Segment
Segment Reporting Information [Line Items]
Reportable business segments	2	2

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities:
Net income	$ 1,462	$ 1,058
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	235	622
Stock–based compensation expense	146	156
Depreciation and amortization	328	210
Deferred tax provision	523	532
Increase (decrease) in other assets	(277)	261
Increase in accounts payable and other liabilities	(1,550)	(2,660)
Net cash provided by operating activities	867	179
Cash Flows from Investing Activities:
Net increase in loans	(46,699)	(42,885)
Purchase of securities AFS	(13,983)	(24,897)
Maturity / sale / payments – securities AFS	605	5,515
Redemption of FHLB stock, net	141	853
Purchase of premises and equipment	(57)	(98)
Net cash used in investing activities	(59,993)	(61,512)
Cash Flows from Financing Activities:
Increase in deposits	52,647	55,087
FHLB Advances – net change	(15,000)	(15,000)
Proceeds – term note	15,000
Principal payments – term note	(188)
Proceeds from sale of stock, net		581
Net cash provided by financing activities	52,459	40,668
Increase (decrease) in cash and cash equivalents	(6,667)	(20,665)
Cash and cash equivalents at beginning of year	56,954	63,108
Cash and cash equivalents at end of period	50,287	42,443
Supplemental disclosures of cash flow information:
Interest	855	717
Income taxes	100	1,175
Noncash transactions:
Chargeoffs against allowance for loans losses		752
Transfer of foreclosed loan to REO	$ 1,500

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Allowance for Loan Losses - Balance in Allowance for Loan Losses and Recorded Investment in Loans by Impairment (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Financing Receivable Impaired [Line Items]
Allowance for Loan Losses, Individually Evaluated for Impairment	$ 1,085	$ 1,115
Allowance for Loan Losses, Collectively Evaluated for Impairment	9,065	8,800
Total Allowance for Loan Losses	10,150	9,915	8,210	8,340
Unaccreted Credit Component Other Loans	445	489
Loans, Individually Evaluated for Impairment	7,269	6,068
Loans, Collectively Evaluated for Impairment	935,804	889,849
Loans, Purchased Impaired	5,810	7,678
Total loans	948,883	903,595
Unaccreted Credit Component Other Loans	39,645	39,870
Commercial Properties
Financing Receivable Impaired [Line Items]
Allowance for Loan Losses, Individually Evaluated for Impairment	190	190
Allowance for Loan Losses, Collectively Evaluated for Impairment	1,403	1,250
Total Allowance for Loan Losses	1,593	1,440	827	936
Unaccreted Credit Component Other Loans	269	290
Loans, Individually Evaluated for Impairment	817	821
Loans, Collectively Evaluated for Impairment	161,738	150,053
Loans, Purchased Impaired	3,735	4,108
Total loans	166,290	154,982
Unaccreted Credit Component Other Loans	23,775	23,968
Commercial and Industrial Loans
Financing Receivable Impaired [Line Items]
Allowance for Loan Losses, Individually Evaluated for Impairment	895	925
Allowance for Loan Losses, Collectively Evaluated for Impairment	1,262	1,224
Total Allowance for Loan Losses	2,157	2,149	2,400	2,841
Unaccreted Credit Component Other Loans	117	126
Loans, Individually Evaluated for Impairment	2,968	2,999
Loans, Collectively Evaluated for Impairment	92,248	88,209
Loans, Purchased Impaired	2,032	2,047
Total loans	97,248	93,255
Unaccreted Credit Component Other Loans	10,505	10,354
Consumer Loans
Financing Receivable Impaired [Line Items]
Allowance for Loan Losses, Collectively Evaluated for Impairment	145	169
Total Allowance for Loan Losses	145	169	121	208
Unaccreted Credit Component Other Loans	11	11
Loans, Collectively Evaluated for Impairment	17,158	18,441
Loans, Purchased Impaired	43	43
Total loans	17,201	18,484
Unaccreted Credit Component Other Loans	153	160
Land and Land Improvements
Financing Receivable Impaired [Line Items]
Unaccreted Credit Component Other Loans	14	26
Loans, Collectively Evaluated for Impairment	2,345	2,314
Loans, Purchased Impaired		1,480
Total loans	2,345	3,794
Unaccreted Credit Component Other Loans	1,784	1,939
Residential Real Estate
Financing Receivable Impaired [Line Items]
Allowance for Loan Losses, Collectively Evaluated for Impairment	6,255	6,157
Total Allowance for Loan Losses	6,255	6,157	4,862	4,355
Unaccreted Credit Component Other Loans	34	36
Loans, Individually Evaluated for Impairment	3,484	2,248
Loans, Collectively Evaluated for Impairment	662,315	630,832
Total loans	665,799	633,080
Unaccreted Credit Component Other Loans	$ 3,428	$ 3,449

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2014

Key Operating Results of Business Segments

The following tables show key operating results for each of our business segments used to arrive at our consolidated totals for the quarters ending March 31:

(dollars in thousands)	Banking		Wealth Management			Other			Total
2014:
Interest income	$	10,675	$	-		$	-		$	10,675
Interest expense		851		-			74			925
Net interest income		9,824		-			(74	)		9,750
Provision for loan losses		235		-			-			235
Noninterest income		1,042		4,625			(116	)		5,551
Noninterest expense		6,942		4,842			762			12,546
Income (loss) before taxes on income	$	3,689	$	(217	)	$	(952	)	$	2,520

2013:
Interest income	$	9,004	$	-		$	-		$	9,004
Interest expense		812		-			-			812
Net interest income		8,192		-			-			8,192
Provision for loan losses		622		-			-			622
Noninterest income		819		3,816			(102	)		4,533
Noninterest expense		5,612		4,325			459			10,396
Income (loss) before taxes on income	$	2,777	$	(509	)	$	(561	)	$	1,707

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Allowance for Loan Losses - Additional Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Accounts Notes And Loans Receivable [Line Items]
Discount on debt, percentage	1.12%	1.23%
Discount on debt principal	$ 0.2

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Fair Value - Additional Information (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Fair value of term loan	$ 21.9

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Basis of Presentation

3 Months Ended

Mar. 31, 2014

Basis of Presentation

NOTE 1: BASIS OF PRESENTATION

The consolidated financial statements include First Foundation Inc. (“FFI”) and its wholly owned subsidiaries: First Foundation Advisors (“FFA”), First Foundation Bank (“FFB” or the “Bank”) and First Foundation Insurance Services (“FFIS”), a wholly owned subsidiary of FFB (collectively referred to as the “Company”). All inter-company balances and transactions have been eliminated in consolidation. The results of operations reflect any interim adjustments, all of which are of a normal recurring nature and which, in the opinion of management, are necessary for a fair presentation of the results for the interim period presented. The results for the 2014 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. The financial information provided herein is written with the presumption that the users of the interim financial statements have read, or have access to, the most recent Annual Report which contains the latest available audited consolidated financial statements and notes thereto, as of December 31, 2013.

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the 2014 presentation.

Accounting pronouncements: In January 2014, the FASB issued ASU No. 2014-04,"Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. "The objective of this guidance is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU No. 2014-04 states that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, ASU No. 2014-04 requires interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. ASU No. 2014-04 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of ASU No. 2014-04 is not expected to have a material impact on the Company's Consolidated Financial Statements.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	7,733,514	7,733,514
Common stock, shares outstanding	7,733,514	7,733,514

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Securities (Tables)

3 Months Ended

Mar. 31, 2014

Summary of AFS Securities Portfolio

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

	Amortized		Gross Unrealized					Estimated
(dollars in thousands)	Cost		Gains		Losses			Fair Value
March 31, 2014:
US Treasury securities	$	300	$	-	$			$	300
FNMA and FHLB Agency notes		10,496		-		(528	)		9,968
Agency mortgage-backed securities		64,329		108		(1,448	)		62,989
Total	$	75,125	$	108	$	(1,976	)	$	73,257
December 31, 2013:
US Treasury securities	$	300	$	-	$	-		$	300
FNMA and FHLB Agency notes		10,496		-		(716	)		9,780
Agency mortgage-backed securities		50,983		-		(1,952	)		49,031
Total	$	61,779	$	-	$	(2,668	)	$	59,111

Scheduled Maturities of Securities AFS Other than Mortgage Backed Securities and the Related Weighted Average Yield

The scheduled maturity of securities AFS and the related weighted average yield is as follows as of March 31, 2014:

(dollars in thousands)	Less than 1 Year			1 Through 5 years			5 Through 10 Years			After 10 Years			Total
Amortized Cost:
US Treasury securities	$	300		$	-		$	-		$	-		$	300
FNMA and FHLB Agency notes		-			-			10,496			-			10,496
Total	$	300		$			$	10,496		$	-		$	10,796
Weighted average yield		0.21	%		0.00	%		1.78	%		0.00	%		1.74	%
Estimated Fair Value:
US Treasury securities	$	300		$	-		$	-		$	-		$	300
FNMA and FHLB Agency notes		-			-			9,968			-			9,968
Total	$	300		$	-		$	9,968		$	-		$	10,268

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 01, 2014
Document And Entity Information [Line Items]
Document Type	10-Q/A
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Trading Symbol	FFI
Entity Registrant Name	First Foundation Inc.
Entity Central Index Key	0001413837
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		7,733,514

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Loans (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Loans

The following is a summary of our loans as of:

(dollars in thousands)	March 31, 2014			December 31, 2013
Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily	$	401,877		$	405,984
Single family		263,922			227,096
Total real estate loans secured by residential properties		665,799			633,080
Commercial properties		166,290			154,982
Land and construction		2,345			3,794
Total real estate loans		834,434			791,856
Commercial and industrial loans		97,248			93,255
Consumer loans		17,201			18,484
Total loans		948,883			903,595
Premiums, discounts and deferred fees and expenses		(39	)		50
Total	$	948,844		$	903,645

Carrying Amount of Purchased Credit Impaired Loans

The carrying amount of these purchased credit impaired loans is as follows as of:

(dollars in thousands)	March 31, 2014			December 31, 2013
Outstanding principal balance:
Loans secured by real estate:
Commercial properties	$	5,007		$	5,543
Land		-			2,331
Total real estate loans		5,007			7,874
Commercial and industrial loans		2,467			2,489
Consumer loans		257			260
Total loans		7,731			10,623
Unaccreted discount on purchased credit impaired loans		(1,921	)		(2,945	)
Total	$	5,810		$	7,678

Accretable Yield or Income Expected to be Collected on Purchased Credit Impaired Loans

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

(dollars in thousands)	March 31, 2014			December 31, 2013
Beginning balance	$	2,349		$	1,531
Accretion of income		(200	)		(730	)
Reclassifications from nonaccretable difference		-			1,879
Disposals		-			(331	)
Ending balance	$	2,149		$	2,349

Summary of Delinquent and Nonaccrual Loans

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

	Past Due and Still Accruing												Total Past
(dollars in thousands)	30–59 Days			60-89 Days			90 Days  or More			Nonaccrual			Due and Nonaccrual			Current		Total
March 31, 2014:
Real estate loans:
Residential properties	$	-		$	-		$	-		$	3,057		$	3,057		$	662,742	$	665,799
Commercial properties		338			-			-			598			936			165,354		166,290
Land and construction		-			-			-			-			-			2,345		2,345
Commercial and industrial loans		959			-			2,950			344			4,253			92,995		97,248
Consumer loans		-			-			-			130			130			17,071		17,201
Total	$	1,297		$	-		$	2,950		$	4,129		$	8,376		$	940,507	$	948,883
Percentage of total loans		0.14	%		0.00	%		0.31	%		0.44	%		0.88	%
December 31, 2013:
Real estate loans:
Residential properties	$	-		$	-		$	-		$	1,820		$	1,820		$	631,260	$	633,080
Commercial properties		-			-			417			598			1,015			153,967		154,982
Land and construction		-			-			1,480			-			1,480			2,314		3,794
Commercial and industrial loans		-			2,744			1,315			344			4,403			88,852		93,255
Consumer loans		-			-			-			132			132			18,352		18,484
Total	$	-		$	2,744		$	3,212		$	2,894		$	8,850		$	894,745	$	903,595
Percentage of total loans		0.00	%		0.30	%		0.36	%		0.32	%		0.98	%

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CONSOLIDATED INCOME STATEMENTS (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Interest income:
Loans	$ 10,104	$ 8,919
Securities	392	23
Fed funds sold and interest-bearing deposits	179	62
Total interest income	10,675	9,004
Interest expense:
Deposits	804	782
Borrowings	121	30
Total interest expense	925	812
Net interest income	9,750	8,192
Provision for loan losses	235	622
Net interest income after provision for loan losses	9,515	7,570
Noninterest income:
Asset management, consulting and other fees	5,039	4,286
Other income	512	247
Total noninterest income	5,551	4,533
Noninterest expense:
Compensation and benefits	8,480	7,252
Occupancy and depreciation	1,828	1,323
Professional services and marketing costs	1,249	1,045
Other expenses	989	776
Total noninterest expense	12,546	10,396
Income before taxes on income	2,520	1,707
Taxes on income	1,058	649
Net income	$ 1,462	$ 1,058
Net income per share:
Basic	$ 0.19	$ 0.14
Diluted	$ 0.18	$ 0.14
Shares used in computation:
Basic	7,733,514	7,376,988
Diluted	8,094,814	7,613,234

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Deposits

3 Months Ended

Mar. 31, 2014

Deposits

NOTE 6: DEPOSITS

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

	March 31, 2014					December 31, 2013
(dollars in thousands)	Amount		Weighted Average Rate			Amount		Weighted Average Rate
Demand deposits:
Noninterest-bearing	$	225,473		-		$	217,782		-
Interest-bearing		228,587		0.497	%		217,129		0.504	%
Money market and savings		125,872		0.496	%		121,260		0.499	%
Certificates of deposits		274,752		0.557	%		245,866		0.606	%
Total	$	854,684		0.385	%	$	802,037		0.398	%

At March  31, 2014, of the $258.9 million of certificates of deposits of $100,000 or more, $233.2 million mature within one year and $25.7 million mature after one year. Of the $15.9 million of certificates of deposit of less than $100,000, $13.7 million mature within one year and $2.2 million mature after one year. At December 31, 2013, of the $229.9 million of certificates of deposits of $100,000 or more, $207.7 million mature within one year and $22.2 million mature after one year. Of the $15.9 million of certificates of deposit of less than $100,000, $13.6 million mature within one year and $2.3 million mature after one year.

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Allowance for Loan Losses

3 Months Ended

Mar. 31, 2014

Allowance for Loan Losses

NOTE 5: ALLOWANCE FOR LOAN LOSSES

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

(dollars in thousands)	Beginning Balance		Provision for Loan Losses			Charge-offs			Recoveries		Ending Balance
2014:
Real estate loans:
Residential properties	$	6,157	$	98		$	-		$	-	$	6,255
Commercial properties		1,440		153			-			-		1,593
Commercial and industrial loans		2,149		8			-			-		2,157
Consumer loans		169		(24	)		-			-		145
Total	$	9,915	$	235		$	-		$	-	$	10,150
2013:
Real estate loans:
Residential properties	$	4,355	$	507		$	-		$	-	$	4,862
Commercial properties		936		(109	)		-			-		827
Commercial and industrial loans		2,841		311			(752	)		-		2,400
Consumer loans		208		(87	)		-			-		121
Total	$	8,340	$	622		$	(752	)	$	-	$	8,210

NOTE 5: ALLOWANCE FOR LOAN LOSSES – (Continued)

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

(dollars in thousands)	Allowance for Loan Losses								Unaccreted Credit
	Evaluated for Impairment				Purchased				Component
	Individually		Collectively		Impaired		Total		Other Loans
March 31, 2014:
Allowance for loan losses:
Real estate loans:
Residential properties	$	-	$	6,255	$	-	$	6,255	$	34
Commercial properties		190		1,403		-		1,593		269
Land and construction		-		-		-		-		14
Commercial and industrial loans		895		1,262		-		2,157		117
Consumer loans		-		145		-		145		11
Total	$	1,085	$	9,065	$	-	$	10,150	$	445
Loans:
Real estate loans:
Residential properties	$	3,484	$	662,315	$	-	$	665,799	$	3,428
Commercial properties		817		161,738		3,735		166,290		23,775
Land and construction		-		2,345		-		2,345		1,784
Commercial and industrial loans		2,968		92,248		2,032		97,248		10,505
Consumer loans		-		17,158		43		17,201		153
Total	$	7,269	$	935,804	$	5,810	$	948,883	$	39,645
December 31, 2013:
Allowance for loan losses:
Real estate loans:
Residential properties	$	-	$	6,157	$	-	$	6,157	$	36
Commercial properties		190		1,250		-		1,440		290
Land and construction		-		-		-		-		26
Commercial and industrial loans		925		1,224		-		2,149		126
Consumer loans		-		169		-		169		11
Total	$	1,115	$	8,800	$	-	$	9,915	$	489
Loans:
Real estate loans:
Residential properties	$	2,248	$	630,832	$	-	$	633,080	$	3,449
Commercial properties		821		150,053		4,108		154,982		23,968
Land and construction		-		2,314		1,480		3,794		1,939
Commercial and industrial loans		2,999		88,209		2,047		93,255		10,354
Consumer loans		-		18,441		43		18,484		160
Total	$	6,068	$	889,849	$	7,678	$	903,595	$	39,870

The column labeled “Unaccreted Credit Component Other Loans” represents the amount of unaccreted credit component discount for loans acquired in the Merger that were not classified as purchased impaired or individually evaluated for impairment as of the dates indicated, and the stated principal balance of the related loans. The unaccreted credit component discount is equal to 1.12% and 1.23% of the stated principal balance of these loans as of March 31, 2014 and December 31, 2013, respectively. In addition to this unaccreted credit component discount, an additional $0.2 million of the ALLL has been provided for these loans as of March 31, 2014.

NOTE 5: ALLOWANCE FOR LOAN LOSSES – (Continued)

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.

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

Additionally, all loans classified as troubled debt restructurings (“TDRs”) are considered impaired. Purchased credit impaired loans are not considered impaired loans for these purposes.

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

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

(dollars in thousands)	Pass		Special Mention		Substandard		Impaired		Total
March 31, 2014:
Real estate loans:
Residential properties	$	662,315	$	-	$	-	$	3,484	$	665,799
Commercial properties		161,739		-		3,734		817		166,290
Land and construction		2,345		-		-		-		2,345
Commercial and industrial loans		92,213		35		2,032		2,968		97,248
Consumer loans		17,028		-		173		-		17,201
Total	$	935,640	$	35	$	5,939	$	7,269	$	948,883
December 31, 2013:
Real estate loans:
Residential properties	$	630,832	$	-	$	-	$	2,248	$	633,080
Commercial properties		150,053		-		4,108		821		154,982
Land and construction		2,314		-		1,480		-		3,794
Commercial and industrial loans		88,166		43		2,047		2,999		93,255
Consumer loans		18,309		-		175		-		18,484
Total	$	889,674	$	43	$	7,810	$	6,068	$	903,595

NOTE 5: ALLOWANCE FOR LOAN LOSSES – (Continued)

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

	With No Allowance Recorded				With an Allowance Recorded
(dollars in thousands)	Unpaid Principal Balance		Recorded Investment		Unpaid Principal Balance		Recorded Investment		Related Allowance
March 31, 2014:
Real estate loans:
Residential properties	$	3,485	$	3,484	$	-	$	-	$	-
Commercial properties		219		219		598		598		190
Land and construction		-		-		-		-		-
Commercial and industrial loans		-		-		2,968		2,968		895
Consumer loans		-		-		-		-		-
Total	$	3,704	$	3,703	$	3,566	$	3,566	$	1,085
December 31, 2013:
Real estate loans:
Residential properties	$	2,248	$	2,248	$	-	$	-	$	-
Commercial properties		223		223		598		598		190
Land and construction		-		-		-		-		-
Commercial and industrial loans		-		-		2,999		2,999		925
Consumer loans		-		-		-		-		-
Total	$	2,471	$	2,471	$	3,597	$	3,597	$	1,115

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

	Quarter Ending March 31, 2014				Year Ending December 31, 2013
(dollars in thousands)	Average Recorded Investment		Interest Income after Impairment		Average Recorded Investment		Interest Income after Impairment
Real estate loans:
Residential properties	$	2,660	$	8	$	2,250	$	32
Commercial properties		819		5		323		22
Land and construction		-		-		-		-
Commercial and industrial loans		3,009		40		2,690		168
Consumer loans		-		-		-		-
Total	$	6,488	$	53	$	5,263	$	222

There was no interest income recognized on a cash basis in either 2014 or 2013 on impaired loans.

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Fair Value - Carrying Amounts and Estimated Fair Value of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 50,287	$ 56,954	$ 42,443	$ 63,108
Securities AFS	73,257	59,111
Loans	938,694	893,730
Investment in FHLB stock	6,580	6,721
Liabilities:
Deposits	854,684	802,037
Borrowings	140,875	141,063
Assets Fair Value:
Cash and cash equivalents	50,287	56,954
Securities AFS	73,257	59,111
Loans	985,195	933,695
Investment in FHLB stock	6,580	6,721
Liabilities Fair Value:
Deposits	854,677	802,091
Borrowings	140,875	141,063
Fair Value Measurement Level 1
Assets Fair Value:
Cash and cash equivalents	50,287	56,954
Liabilities Fair Value:
Deposits	579,932	556,171
Fair Value Measurement Level 2
Assets Fair Value:
Securities AFS	73,257	59,111
Liabilities Fair Value:
Deposits	274,745	245,920
Borrowings	119,000	134,000
Fair Value Measurement Level 3
Assets Fair Value:
Loans	985,195	933,695
Investment in FHLB stock	6,580	6,721
Liabilities Fair Value:
Borrowings	$ 21,875	$ 7,063

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Allowance for Loan Losses (Tables)

3 Months Ended

Mar. 31, 2014

Bank's Allowance for Loan Losses

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

(dollars in thousands)	Beginning Balance		Provision for Loan Losses			Charge-offs			Recoveries		Ending Balance
2014:
Real estate loans:
Residential properties	$	6,157	$	98		$	-		$	-	$	6,255
Commercial properties		1,440		153			-			-		1,593
Commercial and industrial loans		2,149		8			-			-		2,157
Consumer loans		169		(24	)		-			-		145
Total	$	9,915	$	235		$	-		$	-	$	10,150
2013:
Real estate loans:
Residential properties	$	4,355	$	507		$	-		$	-	$	4,862
Commercial properties		936		(109	)		-			-		827
Commercial and industrial loans		2,841		311			(752	)		-		2,400
Consumer loans		208		(87	)		-			-		121
Total	$	8,340	$	622		$	(752	)	$	-	$	8,210

Balance in Allowance for Loan Losses and Recorded Investment in Loans by Impairment

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

(dollars in thousands)	Allowance for Loan Losses								Unaccreted Credit
	Evaluated for Impairment				Purchased				Component
	Individually		Collectively		Impaired		Total		Other Loans
March 31, 2014:
Allowance for loan losses:
Real estate loans:
Residential properties	$	-	$	6,255	$	-	$	6,255	$	34
Commercial properties		190		1,403		-		1,593		269
Land and construction		-		-		-		-		14
Commercial and industrial loans		895		1,262		-		2,157		117
Consumer loans		-		145		-		145		11
Total	$	1,085	$	9,065	$	-	$	10,150	$	445
Loans:
Real estate loans:
Residential properties	$	3,484	$	662,315	$	-	$	665,799	$	3,428
Commercial properties		817		161,738		3,735		166,290		23,775
Land and construction		-		2,345		-		2,345		1,784
Commercial and industrial loans		2,968		92,248		2,032		97,248		10,505
Consumer loans		-		17,158		43		17,201		153
Total	$	7,269	$	935,804	$	5,810	$	948,883	$	39,645
December 31, 2013:
Allowance for loan losses:
Real estate loans:
Residential properties	$	-	$	6,157	$	-	$	6,157	$	36
Commercial properties		190		1,250		-		1,440		290
Land and construction		-		-		-		-		26
Commercial and industrial loans		925		1,224		-		2,149		126
Consumer loans		-		169		-		169		11
Total	$	1,115	$	8,800	$	-	$	9,915	$	489
Loans:
Real estate loans:
Residential properties	$	2,248	$	630,832	$	-	$	633,080	$	3,449
Commercial properties		821		150,053		4,108		154,982		23,968
Land and construction		-		2,314		1,480		3,794		1,939
Commercial and industrial loans		2,999		88,209		2,047		93,255		10,354
Consumer loans		-		18,441		43		18,484		160
Total	$	6,068	$	889,849	$	7,678	$	903,595	$	39,870

Risk Category of Loans by Class of Loans

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

(dollars in thousands)	Pass		Special Mention		Substandard		Impaired		Total
March 31, 2014:
Real estate loans:
Residential properties	$	662,315	$	-	$	-	$	3,484	$	665,799
Commercial properties		161,739		-		3,734		817		166,290
Land and construction		2,345		-		-		-		2,345
Commercial and industrial loans		92,213		35		2,032		2,968		97,248
Consumer loans		17,028		-		173		-		17,201
Total	$	935,640	$	35	$	5,939	$	7,269	$	948,883
December 31, 2013:
Real estate loans:
Residential properties	$	630,832	$	-	$	-	$	2,248	$	633,080
Commercial properties		150,053		-		4,108		821		154,982
Land and construction		2,314		-		1,480		-		3,794
Commercial and industrial loans		88,166		43		2,047		2,999		93,255
Consumer loans		18,309		-		175		-		18,484
Total	$	889,674	$	43	$	7,810	$	6,068	$	903,595

Individual Evaluation of Impaired Loans and Related Allowance

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

	With No Allowance Recorded				With an Allowance Recorded
(dollars in thousands)	Unpaid Principal Balance		Recorded Investment		Unpaid Principal Balance		Recorded Investment		Related Allowance
March 31, 2014:
Real estate loans:
Residential properties	$	3,485	$	3,484	$	-	$	-	$	-
Commercial properties		219		219		598		598		190
Land and construction		-		-		-		-		-
Commercial and industrial loans		-		-		2,968		2,968		895
Consumer loans		-		-		-		-		-
Total	$	3,704	$	3,703	$	3,566	$	3,566	$	1,085
December 31, 2013:
Real estate loans:
Residential properties	$	2,248	$	2,248	$	-	$	-	$	-
Commercial properties		223		223		598		598		190
Land and construction		-		-		-		-		-
Commercial and industrial loans		-		-		2,999		2,999		925
Consumer loans		-		-		-		-		-
Total	$	2,471	$	2,471	$	3,597	$	3,597	$	1,115

Weighted Average Annualized Balance of Recorded Investment and Interest Income on Impaired Loans

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

	Quarter Ending March 31, 2014				Year Ending December 31, 2013
(dollars in thousands)	Average Recorded Investment		Interest Income after Impairment		Average Recorded Investment		Interest Income after Impairment
Real estate loans:
Residential properties	$	2,660	$	8	$	2,250	$	32
Commercial properties		819		5		323		22
Land and construction		-		-		-		-
Commercial and industrial loans		3,009		40		2,690		168
Consumer loans		-		-		-		-
Total	$	6,488	$	53	$	5,263	$	222

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Segment Reporting

3 Months Ended

Mar. 31, 2014

Segment Reporting

NOTE 9: SEGMENT REPORTING

For the quarters ending March 31, 2014 and 2013, the Company had two reportable business segments: Banking (FFB) and Wealth Management (FFA). The results of FFI and any elimination entries are included in the column labeled Other. The following tables show key operating results for each of our business segments used to arrive at our consolidated totals for the quarters ending March 31:

(dollars in thousands)	Banking		Wealth Management			Other			Total
2014:
Interest income	$	10,675	$	-		$	-		$	10,675
Interest expense		851		-			74			925
Net interest income		9,824		-			(74	)		9,750
Provision for loan losses		235		-			-			235
Noninterest income		1,042		4,625			(116	)		5,551
Noninterest expense		6,942		4,842			762			12,546
Income (loss) before taxes on income	$	3,689	$	(217	)	$	(952	)	$	2,520

2013:
Interest income	$	9,004	$	-		$	-		$	9,004
Interest expense		812		-			-			812
Net interest income		8,192		-			-			8,192
Provision for loan losses		622		-			-			622
Noninterest income		819		3,816			(102	)		4,533
Noninterest expense		5,612		4,325			459			10,396
Income (loss) before taxes on income	$	2,777	$	(509	)	$	(561	)	$	1,707

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Borrowings

3 Months Ended

Mar. 31, 2014

Borrowings

NOTE 7: BORROWINGS

At March 31, 2014, our borrowings consisted of $119.0 million of overnight FHLB advances and a $21.9 million note payable by FFI. At December 31, 2013, our borrowings consisted of $134.0 million of overnight FHLB advances and a $7.1 million note payable by FFI. The FHLB advances were paid in full in the early part of April 2014 and January 2014, respectively, and bore interest rates of 0.11% and 0.06%, respectively. Because the Bank utilizes overnight borrowings, the balance of outstanding borrowings fluctuates on a daily basis.  

In the second quarter of 2013, FFI entered into a loan agreement to borrow $7.5 million for a term of five years. This note bears interest at a rate of ninety day Libor plus 4.0% per annum. In the first quarter of 2014, FFI entered into an amendment to this loan agreement pursuant to which we obtained an additional $15,000,000 of borrowings. As a result, as of March 31, 2014, the outstanding principal amount of the loan was $21,875,000. The First Amendment did not alter any of the terms of the Loan Agreement or the loan, other than the $15,000,000 increase in the principal amount of the loan and a corresponding increase in the amount of the monthly installments of principal and interest payable on the Loan. The amended loan agreement requires us to make monthly payments of principal of $0.2 million plus interest, with a final payment of the unpaid principal balance, in the amount of approximately $12.1 million, plus accrued but unpaid interest, at the maturity date of the loan in May 2018. We have the right, in our discretion, to prepay the loan at any time in whole or, from time to time, in part, without any penalties or premium. We are required to meet certain financial covenants during the term of the loan. As security for our repayment of the loan, we pledged all of the common stock of FFB to the lender.

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Earnings Per Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share

NOTE 8: 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:

	2014				2013
(dollars in thousands, except per share amounts)	Basic		Diluted		Basic		Diluted
Net income	$	1,462	$	1,462	$	1,058	$	1,058
Basic common shares outstanding		7,733,514		7,733,514		7,376,988		7,376,988
Effect of options and restricted stock				361,300				236,246
Diluted common shares outstanding				8,094,814				7,613,234
Earnings per share	$	0.19	$	0.18	$	0.14	$	0.14

Based on a weighted average basis, options to purchase 66,125 and 627,857 shares of common stock were excluded for the quarters ended March 31, 2014 and 2013, respectively, because their effect would have been anti-dilutive.

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Fair Value (Tables)

3 Months Ended

Mar. 31, 2014

Carrying Amounts and Estimated Fair Value of Financial Instruments

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

	Carrying		Fair Value Measurement Level
(dollars in thousands)	Value		1		2		3		Total
March 31, 2014:
Assets:
Cash and cash equivalents	$	50,287	$	50,287	$	-	$	-	$	50,287
Securities AFS		73,257		-		73,257		-		73,257
Loans		938,694		-		-		985,195		985,195
Investment in FHLB stock		6,580		-		-		6,580		6,580
Liabilities:
Deposits		854,684		579,932		274,745		-		854,677
Borrowings		140,875		-		119,000		21,875		140,875
December 31, 2013:
Assets:
Cash and cash equivalents	$	56,954	$	56,954	$	-	$	-	$	56,954
Securities AFS		59,111		-		59,111		-		59,111
Loans		893,730		-		-		933,695		933,695
Investment in FHLB stock		6,721		-		-		6,721		6,721
Liabilities:
Deposits		802,037		556,171		245,920		-		802,091
Borrowings		141,063		-		134,000		7,063		141,063

Quantitative and Nonrecurring Information for Level 3 Fair Value Measurements

The following table provides quantitative information about the Company’s nonrecurring Level 3 fair value measurements of its REO as of:

(dollars in thousands)	Valuation Technique		Unobservable Input		Estimate Used		Fair Value
March 31, 2014:
Undeveloped land		Third Party Appraisal		Selling costs		9.0%	$	1,875
December 31, 2013:
Undeveloped land		Third party appraisal		Selling costs		9.0%	$	375

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Allowance for Loan Losses - Bank's Allowance for Loan Losses (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Financing Receivable Allowance For Credit Losses [Line Items]
Beginning Balance	$ 9,915	$ 8,340
Provision for loan losses	235	622
Charge-offs		(752)
Recoveries
Ending Balance	10,150	8,210
Commercial Properties
Financing Receivable Allowance For Credit Losses [Line Items]
Beginning Balance	1,440	936
Provision for loan losses	153	(109)
Recoveries
Ending Balance	1,593	827
Commercial and Industrial Loans
Financing Receivable Allowance For Credit Losses [Line Items]
Beginning Balance	2,149	2,841
Provision for loan losses	8	311
Charge-offs		(752)
Recoveries
Ending Balance	2,157	2,400
Consumer Loans
Financing Receivable Allowance For Credit Losses [Line Items]
Beginning Balance	169	208
Provision for loan losses	(24)	(87)
Recoveries
Ending Balance	145	121
Residential Real Estate
Financing Receivable Allowance For Credit Losses [Line Items]
Beginning Balance	6,157	4,355
Provision for loan losses	98	507
Recoveries
Ending Balance	$ 6,255	$ 4,862

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Computation of Basic and Diluted Earnings Per Share

The following table sets forth the Company’s unaudited earnings per share calculations for the quarters ended March 31:

	2014				2013
(dollars in thousands, except per share amounts)	Basic		Diluted		Basic		Diluted
Net income	$	1,462	$	1,462	$	1,058	$	1,058
Basic common shares outstanding		7,733,514		7,733,514		7,376,988		7,376,988
Effect of options and restricted stock				361,300				236,246
Diluted common shares outstanding				8,094,814				7,613,234
Earnings per share	$	0.19	$	0.18	$	0.14	$	0.14

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Securities - Summary of the Company's AFS Securities Portfolio (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Schedule Of Available For Sale Securities [Line Items]
Amortized cost	$ 75,125	$ 61,779
Gross Unrealized gains	108
Gross Unrealized losses	(1,976)	(2,668)
Securities available-for-sale (“AFS”)	73,257	59,111
U.S. Treasury Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized cost	300	300
Securities available-for-sale (“AFS”)	300	300
FNMA and FHLB Agency Notes
Schedule Of Available For Sale Securities [Line Items]
Amortized cost	10,496	10,496
Gross Unrealized losses	(528)	(716)
Securities available-for-sale (“AFS”)	9,968	9,780
Agency Mortgage-backed Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized cost	64,329	50,983
Gross Unrealized gains	108
Gross Unrealized losses	(1,448)	(1,952)
Securities available-for-sale (“AFS”)	$ 62,989	$ 49,031

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Deposits - Additional Information (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Schedule Of Held To Maturity Securities [Line Items]
Certificates of deposits of $100,000 or more	$ 258.9	$ 229.9
Certificates of deposits of $100,000 or more mature within one year	233.2	207.7
Certificates of deposits of $100,000 or more mature after one year	25.7	22.2
Certificates of deposit of less than $100,000	15.9	15.9
Certificates of deposit of less than $ 100,000 mature within one year	13.7	13.6
Certificates of deposit of less than $ 100,000 mature after one year	$ 2.2	$ 2.3

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net income	$ 1,462	$ 1,058
Other comprehensive income:
Unrealized holding gains (losses) on securities arising during the period	800	214
Other comprehensive income before tax	800	214
Income tax (expense) benefit related to items of other comprehensive income	(329)	(90)
Other comprehensive income	471	124
Total comprehensive income	$ 1,933	$ 1,182

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Loans

3 Months Ended

Mar. 31, 2014

Loans

NOTE 4: LOANS

The following is a summary of our loans as of:

(dollars in thousands)	March 31, 2014			December 31, 2013
Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily	$	401,877		$	405,984
Single family		263,922			227,096
Total real estate loans secured by residential properties		665,799			633,080
Commercial properties		166,290			154,982
Land and construction		2,345			3,794
Total real estate loans		834,434			791,856
Commercial and industrial loans		97,248			93,255
Consumer loans		17,201			18,484
Total loans		948,883			903,595
Premiums, discounts and deferred fees and expenses		(39	)		50
Total	$	948,844		$	903,645

As of March 31, 2014 and December 31, 2013, the principal balances shown above are net of unaccreted discount related to loans acquired in an acquisition of $2.1 million and $3.1 million, respectively.

NOTE 4: LOANS – (Continued)

In 2012, the Company purchased loans, for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. The carrying amount of these purchased credit impaired loans is as follows as of:

(dollars in thousands)	March 31, 2014			December 31, 2013
Outstanding principal balance:
Loans secured by real estate:
Commercial properties	$	5,007		$	5,543
Land		-			2,331
Total real estate loans		5,007			7,874
Commercial and industrial loans		2,467			2,489
Consumer loans		257			260
Total loans		7,731			10,623
Unaccreted discount on purchased credit impaired loans		(1,921	)		(2,945	)
Total	$	5,810		$	7,678

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

(dollars in thousands)	March 31, 2014			December 31, 2013
Beginning balance	$	2,349		$	1,531
Accretion of income		(200	)		(730	)
Reclassifications from nonaccretable difference		-			1,879
Disposals		-			(331	)
Ending balance	$	2,149		$	2,349

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

	Past Due and Still Accruing												Total Past
(dollars in thousands)	30–59 Days			60-89 Days			90 Days  or More			Nonaccrual			Due and Nonaccrual			Current		Total
March 31, 2014:
Real estate loans:
Residential properties	$	-		$	-		$	-		$	3,057		$	3,057		$	662,742	$	665,799
Commercial properties		338			-			-			598			936			165,354		166,290
Land and construction		-			-			-			-			-			2,345		2,345
Commercial and industrial loans		959			-			2,950			344			4,253			92,995		97,248
Consumer loans		-			-			-			130			130			17,071		17,201
Total	$	1,297		$	-		$	2,950		$	4,129		$	8,376		$	940,507	$	948,883
Percentage of total loans		0.14	%		0.00	%		0.31	%		0.44	%		0.88	%
December 31, 2013:
Real estate loans:
Residential properties	$	-		$	-		$	-		$	1,820		$	1,820		$	631,260	$	633,080
Commercial properties		-			-			417			598			1,015			153,967		154,982
Land and construction		-			-			1,480			-			1,480			2,314		3,794
Commercial and industrial loans		-			2,744			1,315			344			4,403			88,852		93,255
Consumer loans		-			-			-			132			132			18,352		18,484
Total	$	-		$	2,744		$	3,212		$	2,894		$	8,850		$	894,745	$	903,595
Percentage of total loans		0.00	%		0.30	%		0.36	%		0.32	%		0.98	%

NOTE 4: LOANS – (Continued)

Accrual of interest on loans is discontinued when reasonable doubt exists as to the full, timely collection of interest or principal and, generally, when a loan becomes contractually past due for ninety days or more with respect to principal or interest. The accrual of interest may be continued on a well-secured loan contractually past due ninety days or more with respect to principal or interest if the loan is in the process of collection or collection of the principal and interest is deemed probable. The Bank considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement. The determination of past due, nonaccrual or impairment status of loans acquired in an acquisition, other than loans deemed purchased impaired, is the same as loans we originate.

As of March 31, 2014 and December 31, 2013, the Company had one loan with a balance of $0.1 million classified as a troubled debt restructurings (“TDR”) which is included as nonaccrual in the table above. This loan was classified as a TDR as a result of a reduction in required principal payments and an extension of the maturity date of the loan.

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Securities - Scheduled Maturities of Securities AFS Other than Mortgage Backed Securities and the Related Weighted Average Yield (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, less than one year	$ 300
Amortized cost, five through ten years	10,496
Amortized cost, total	10,796
Weighted average yield, less than one year	0.21%
Weighted average yield, one through five years	0.00%
Weighted average yield, five through ten years	1.78%
Weighted average yield, after ten years	0.00%
Weighted average yield, total	1.74%
Estimated fair value, less than one year	300
Estimated fair value, five through ten years	9,968
Estimated fair value, total	10,268
U.S. Treasury Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, less than one year	300
Amortized cost, total	300
Estimated fair value, less than one year	300
Estimated fair value, total	300
FNMA and FHLB Agency Notes
Schedule Of Available For Sale Securities [Line Items]
Amortized cost, five through ten years	10,496
Amortized cost, total	10,496
Estimated fair value, five through ten years	9,968
Estimated fair value, total	$ 9,968

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Allowance for Loan Losses - Individual Evaluation of Impaired Loans and Related Allowance (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Financing Receivable Modifications [Line Items]
Unpaid Principal Balance, With No Allowance Recorded	$ 3,704	$ 2,471
Recorded Investment, With No Allowance Recorded	3,703	2,471
Unpaid Principal Balance, With an Allowance Recorded	3,566	3,597
Recorded Investment, With an Allowance Recorded	3,566	3,597
Related Allowance, With an Allowance Recorded	1,085	1,115
Commercial Properties
Financing Receivable Modifications [Line Items]
Unpaid Principal Balance, With No Allowance Recorded	219	223
Recorded Investment, With No Allowance Recorded	219	223
Unpaid Principal Balance, With an Allowance Recorded	598	598
Recorded Investment, With an Allowance Recorded	598	598
Related Allowance, With an Allowance Recorded	190	190
Commercial and Industrial Loans
Financing Receivable Modifications [Line Items]
Unpaid Principal Balance, With an Allowance Recorded	2,968	2,999
Recorded Investment, With an Allowance Recorded	2,968	2,999
Related Allowance, With an Allowance Recorded	895	925
Residential Real Estate
Financing Receivable Modifications [Line Items]
Unpaid Principal Balance, With No Allowance Recorded	3,485	2,248
Recorded Investment, With No Allowance Recorded	$ 3,484	$ 2,248

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Deposits (Tables)

3 Months Ended

Mar. 31, 2014

Summary of Outstanding Balance of Deposits and Average Rates

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

	March 31, 2014					December 31, 2013
(dollars in thousands)	Amount		Weighted Average Rate			Amount		Weighted Average Rate
Demand deposits:
Noninterest-bearing	$	225,473		-		$	217,782		-
Interest-bearing		228,587		0.497	%		217,129		0.504	%
Money market and savings		125,872		0.496	%		121,260		0.499	%
Certificates of deposits		274,752		0.557	%		245,866		0.606	%
Total	$	854,684		0.385	%	$	802,037		0.398	%