10-K/A - FFWM - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K /A

(Mark One)

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

For the fiscal year ended December 31, 2020

(Amendment No. 1)

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-36461

FIRST FOUNDATION INC.

(Exact name of registrant as specified in its charter)

Delaware	20-8639702
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

200 Crescent Court,, Suite 1400 Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

(469) 638-9636

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		FFWM		NASDAQ Global Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒.

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒‌

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

As of June 30, 2020, the aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the average high and low sales prices on the NASDAQ Global Stock Market as of the close of business on June 30, 2020, was approximately $630 million.

As of February 22, 2021, there were 44,669,633 shares of registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Except as otherwise stated herein, Part III of the Form 10-K is incorporated by reference from the Registrant’s Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders, which is expected to be filed with the Commission on or before April 30, 2021.

EXPLANATORY NOTE

First Foundation, Inc. (“FFI” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2020 (the “Original Form 10-K”) solely to amend the cover page and Item 2 to reflect the current address of the Company’s principal executive office. Except as described above, this Amendment does not modify or update disclosures presented in the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s filings with the SEC subsequent to the filing of the Original Form 10-K.

PART I

**Item 2.**Properties.

As of March 12, 2021, FFI relocated its principal executive office to Dallas, Texas. The corporate headquarters for each of FFI’s subsidiaries are located in Irvine, California. In addition to its headquarters in Dallas, Texas, the Company has offices in California in Irvine, Indian Wells, Pasadena, El Centro, West Los Angeles, El Segundo, Laguna Hills, Seal Beach, Auburn, Oakland, Sacramento, Roseville, Burlingame, Big Bear, Running Springs, Palos Verdes, Rolling Hills, Lucerne and San Diego, California; in Las Vegas, Nevada, and in Honolulu, Hawaii. All of these offices, except for the office in Auburn, California, Big Bear, California, and Running Springs, California, are leased pursuant to non-cancelable operating leases that will expire between 2021 and 2026. The building for the office in Auburn, California is owned by us and is on land that is leased under a non-cancellable lease that expires in 2028. The building and land for the offices in Big Bear and Running Springs are owned by us.

PART IV

Item 15. Exhibits and Financial Statement Schedules.


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

31.2(1)		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

101.INS(2)		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH(2)		Inline XBRL Taxonomy Extension Schema Document.

101.CAL(2)		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF(2)		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB(2)		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE(2)		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 has been formatted in Inline XBRL.

(1)Filed herewith.

(2)Previously filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas on March 31, 2021.


FIRST FOUNDATION INC.


By:	/s/ SCOTT F. KAVANAUGH
	Scott F. Kavanaugh, President and
	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE


/s/ SCOTT F. KAVANAUGH	Chief Executive Officer and Director	March 31, 2021
Scott F. Kavanaugh	(Principal Executive Officer)

/s/ KEVIN L. THOMPSON	Chief Financial Officer	March 31, 2021
Kevin L. Thompson	(Principal Financial and Accounting Officer)

/s/ ULRICH E. KELLER, JR.	Chairman and Director	March 31, 2021
Ulrich E. Keller, Jr.

/s/ MAX BRIGGS	Director	March 31, 2021
Max Briggs

/s/ JOHN HAKOPIAN	Director	March 31, 2021
John Hakopian

/s/ DAVID LAKE	Director	March 31, 2021
David Lake

/s/ ELIZABETH PAGLIARINI	Director	March 31, 2021
Elizabeth Pagliarini

/s/ MITCHELL ROSENBERG	Director	March 31, 2021
Mitchell Rosenberg

/s/DIANE RUBIN	Director	March 31, 2021
Diane Rubin

/s/ JACOB SONENSHINE	Director	March 31, 2021
Jacob Sonenshine

S-1

Exhibit 31.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER

UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Scott F. Kavanaugh, certify that:

1.	I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of First Foundation Inc. for the fiscal year ended December 31, 2020;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
---	---

Dated: March 31, 2021

/s/ SCOTT F. KAVANAUGH
Scott F. Kavanaugh
Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT

I, Kevin L. Thompson, certify that:

1.	I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of First Foundation Inc. for the fiscal year ended December 31, 2020;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
---	---

Dated: March 31, 2021

EVIN L
/s/ KEVIN L. THOMPSON
Kevin L. Thompson
Executive Vice President<br><br>and Chief Financial Officer