The following discussion and analysis is intended to facilitate the
understanding and assessment of significant changes and trends in our businesses
that accounted for the changes in our results of operations in the three months
ended March 31, 2023 as compared to our results of operations in the three
months ended March 31, 2022; and our financial condition at March 31, 2023 as
compared to our financial condition at December 31, 2022. This discussion and
analysis is based on and should be read in conjunction with our consolidated
financial statements and the accompanying notes thereto contained elsewhere in
this report and our audited consolidated financial statements for the year ended
December 31, 2022, and the notes thereto, which are set forth in Item 8 of our
Annual Report on Form 10-K (as amended "2022 10-K") which we filed with the
Securities and Exchange Commission ("SEC") on February 28, 2023 and amended

on
May 1, 2023.

Forward-Looking Statements

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

The principal risks and uncertainties to which our businesses are subject are
discussed in this Item 2 and under the heading "Risk Factors" in our 2022 10-K
and Item 1A of Part II of this report. Therefore, you are urged to read not only
the information contained in this Item 2, but also the risk factors and other
cautionary information contained under the heading "Risk Factors" in our 2022
10-K and in Item 1A of Part II of this report, which qualify the forward-looking
statements contained in this report.

Also, our actual results in the future may differ from those currently expected
due to additional risks and uncertainties of which we are not currently aware or
which we do not currently view as, but in the future may become, material to our
business or operating results.  Due to these risks and uncertainties, you are
cautioned not to place undue reliance on the forward-looking statements
contained in this report and not to make predictions about our future financial
performance based solely on our historical financial performance.  We also
disclaim any obligation to update forward-looking statements contained in this
report or in our 2022 10-K, except as may otherwise be required by applicable
law or government regulations.

Critical Accounting Policies



Our consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States ("GAAP") and accounting
practices in the banking industry. Certain of those accounting policies are
considered critical accounting policies, because they require us to make
estimates and assumptions regarding circumstances or trends that could
materially affect the value of those assets, such as economic conditions or
trends that could impact our ability to fully collect our loans or ultimately
realize the carrying value of certain of our other assets. Those estimates and
assumptions are made based on current information available to us regarding
those economic conditions or trends or other circumstances. If changes were to
occur in the events, trends or other circumstances on which our estimates or
assumptions were based, or other unanticipated events were to occur that might
affect our operations, we may be required under GAAP to adjust our earlier
estimates and to reduce the carrying values of the affected assets on our

                                       28

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balance sheet, generally by means of charges against income, which could also
affect our results of operations in the fiscal periods when those charges are
recognized. Management has identified our most critical accounting policies and
accounting estimates as:  allowance for credit losses - investment securities,
allowance for credit losses - loans, deferred income taxes, and business
combinations.

Allowance for Credit Losses - Investment Securities - The ACL on investment
securities is determined for both held-to-maturity and available-for-sale
classifications of the investment portfolio in accordance with ASC 326, and is
evaluated on a quarterly basis. The ACL for held-to-maturity investment
securities is determined on a collective basis, based on shared risk
characteristics, and is determined at the individual security level when the
Company deems a security to no longer possess shared risk characteristics. Under
ASC 326-20, for investment securities where the Company has reason to believe
the credit loss exposure is remote, such as those guaranteed by the U.S.
government or government sponsored entities, a zero loss expectation is applied
and a company is not required to estimate and recognize an ACL.

For securities AFS in an unrealized loss position, the Company first evaluates
whether it intends to sell, or whether it is more likely than not that it will
be required to sell the security before recovery of its amortized cost basis. If
either of these criteria regarding intent or requirement to sell is met, the
security amortized cost basis is written down to fair value through income. If
neither criteria is met, the Company is required to assess whether the decline
in fair value has resulted from credit losses or noncredit-related factors. In
determining whether a security's decline in fair value is credit related, the
Company considers a number of factors including, but not limited to: (i) the
extent to which the fair value of the investment is less than its amortized
cost; (ii) the financial condition and near-term prospects of the issuer; (iii)
downgrades in credit ratings; (iv) payment structure of the security; and (v)
the ability of the issuer of the security to make scheduled principal and
interest payments. If, after considering these factors, the present value of
expected cash flows to be collected is less than the amortized cost basis, a
credit loss exists, and an allowance for credit loss is recorded through income
as a component of provision for credit loss expense. If the assessment indicates
that a credit loss does not exist, the Company records the decline in fair value
through other comprehensive income, net of related income tax effects. The
Company has made the election to exclude accrued interest receivable on
securities from the estimate of credit losses and report accrued interest
separately on the consolidated balance sheets. Changes in the allowance for
credit losses are recorded as provision for (or reversal of) credit loss
expense. Losses are charged against the allowance when management believes the
uncollectibility of a security is confirmed or when either of the criteria
regarding intent or requirement to sell is met. See Note 3, Securities, for
additional information related to the Company's allowance for credit losses on
securities AFS.

Allowance for Credit Losses - Loans. Our ACL for loans and investments is
established through a provision for credit losses charged to expense and may be
reduced by a recapture of previously established loss reserves, which are also
reflected in the statement of income. Loans and investments are charged against
the ACL when management believes that collectability of the principal is
unlikely. The ACL for loans is an amount that management believes will be
adequate to absorb estimated losses on existing loans that may become
uncollectible based on an evaluation of the collectability of loans and prior
loan loss experience. This evaluation also takes into consideration such factors
as changes in the nature and volume of the loan portfolio, overall portfolio
quality, review of specific problem loans, current economic conditions and
certain other subjective factors that may affect the borrower's ability to pay.
While we use the best information available to make this evaluation, future
adjustments to our ACL may be necessary if there are significant changes in
economic or other conditions that can affect the collectability in full of loans
and investments in our loan or investment portfolios.

Deferred Income Taxes. We record as a "deferred tax asset" on our balance sheet
an amount equal to the tax credit and tax loss carryforwards and tax deductions
(collectively "tax benefits") that we believe will be available to us to offset
or reduce income taxes in future periods. Under applicable federal and state
income tax laws and regulations, tax benefits related to tax loss carryforwards
will expire if they cannot be used within specified periods of time.
Accordingly, the ability to fully use our deferred tax asset related to tax loss
carryforwards to reduce income taxes in the future depends on the amount of
taxable income that we generate during those time periods. At least once
each year, or more frequently, if warranted, we make estimates of future taxable
income that we believe we are likely to generate during those future periods. If
we conclude, on the basis of those estimates and the amount of the tax benefits
available to us, that it is more likely than not that we will be able to fully
utilize those tax benefits prior to their expiration, we recognize the deferred
tax asset in full on our balance sheet. On the other hand, if we conclude on the
basis of those estimates and the amount of the tax benefits available to us that
it has become more likely than not that we will be unable to utilize those

tax
benefits in full

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prior to their expiration, then we would establish a valuation allowance to
reduce the deferred tax asset on our balance sheet to the amount with respect to
which we believe it is still more likely than not that we will be able to use to
offset or reduce taxes in the future. The establishment of such a valuation
allowance, or any increase in an existing valuation allowance, would be
effectuated through a charge to the provision for income taxes or a reduction in
any income tax credit for the period in which such valuation allowance is
established or increased.

Business Combinations. We account for business combinations under the
acquisition method of accounting, as required by Accounting Standards
Codification ("ASC") 805, Business Combinations.  The acquired assets, assumed
liabilities and identifiable intangible assets are recorded at their respective
acquisition date fair values. Goodwill is recorded based on the excess of the
purchase price over the fair value of the net assets and other identifiable
intangible assets acquired. Goodwill generated from business combinations are
not subject to amortization and instead are tested for impairment annually,
unless a triggering event occurs, which would require an updated assessment.
Certain costs associated with business combinations are expensed as incurred.

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

Overview and Recent Developments


At March 31, 2023, the Company had total assets of $13.6 billion, including
$10.6 billion of total loans, net of deferred fees and allowance for credit
losses, $1.3 billion of cash and cash equivalents, $0.8 billion in investment
securities held-to-maturity, and $0.2 billion in investment securities
available-for-sale.  This compares to total assets of $13.0 billion, including
$10.7 billion of total loans, net of deferred fees and allowance for credit
losses, $0.7 billion of cash and cash equivalents, $0.9 billion in investment
securities held-to-maturity, and $0.2 billion in investment securities
available-for-sale at December 31, 2022.  Cash and cash equivalents,
representing approximately 10% of total assets at March 31, 2023, largely
accounted for the overall increase in total assets as the Company further
increased its on-balance sheet liquidity.

At March 31, 2023, the Company had total liabilities of $12.5 billion, including
$10.1 billion in deposits and $2.3 billion in borrowings.  This compares to
total liabilities of $11.9 billion, including $10.4 billion in deposits and $1.4
billion in borrowings at December 31, 2022.  The $0.6 billion increase in total
liabilities is due to a $0.9 billion increase in borrowings offset by a $0.3
billion decrease in deposits.  The increase in borrowings was primarily due to
the addition of $1.2 billion in FHLB advances offset by a $200 million paydown
of fed funds balances outstanding.  Funds were utilized to increase on-balance
sheet liquidity.  The decrease in deposits was the result of deposit outflows
largely occurring after the announced closures of Silicon Valley Bank and
Signature Bank in mid-March, 2023.  Deposit inflows and outflows normalized at
the end of March, 2023, and the Bank is back to a normalized deposit pattern.

At March 31, 2023, the Company had total shareholders' equity of $1.1 billion,
unchanged from the amount at December 31, 2022.  During the three months ended
March 31, 2023, shareholder's equity activity included $8.5 million in net
income offset by $6.2 million in fourth quarter 2022 dividends paid to
shareholders, and $2.6 million decrease in other comprehensive income (loss) due
to net unrealized losses on investment securities arising during the period.

On April 27, 2023, the Board of Directors declared a quarterly cash dividend of
$0.02 per common share to be paid on May 19, 2023 to shareholders of record as
of the close of business on May 8, 2023.

Results of Operations



The primary sources of revenue for Banking are net interest income, fees from
its deposits and trust services, gains on sales of loans, certain loan fees, and
consulting fees. The primary sources of revenue for Wealth Management are asset
management fees assessed on the balance of assets under management ("AUM"). The
largest component of noninterest expense is compensation and benefit costs,
which accounted for 43% of the total combined noninterest expense for Banking
and Wealth Management in the three months ended March 31, 2023.

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



                                                        Wealth
       (dollars in thousands)            Banking      Management       Other        Total
2023:
Interest income                         $ 137,000    $          -    $       -    $ 137,000
Interest expense                           76,449               -        1,796       78,245
Net interest income                        60,551               -      (1,796)       58,755
Provision for credit losses                   417               -            -          417
Noninterest income                          4,801           7,291        (394)       11,698
Noninterest expense                        51,645           6,065        1,630       59,340
Income (loss) before taxes on income       13,290           1,226      (3,820)       10,696
Taxes on income                             2,947             364      (1,111)        2,200
Net income (loss)                       $  10,343    $        862    $ (2,709)    $   8,496

2022:
Interest income                         $  79,144    $          -    $       -    $  79,144
Interest expense                            3,413               -        1,237        4,650
Net interest income                        75,731               -      (1,237)       74,494
Provision for credit losses                 (792)               -            -        (792)
Noninterest income                          7,531           8,345        (449)       15,427
Noninterest expense                        40,101           6,644          873       47,618
Income (loss) before taxes on income       43,953           1,701      (2,559)       43,095
Taxes on income                            12,715             493        (949)       12,259
Net income (loss)                       $  31,238    $      1,208    $ (1,610)    $  30,836

First Quarter of 2023 Compared to First Quarter of 2022



Combined net income for the first quarter of 2023 was $8.5 million, compared to
$30.8 million for the first quarter of 2022.  Combined net income before taxes
for the first quarter of 2023 was $10.7 million, compared to $43.1 million for
the first quarter of 2022.  The $32.4 million decrease in combined net income
before taxes from the year-ago quarter was primarily due to a decrease in net
income before taxes in the Banking segment of $30.7 million, resulting primarily
from a decrease in net interest income of $15.2 million, a decrease in
noninterest income of $2.7 million,  and an increase in noninterest expense of
$11.5 million.  Net interest income, noninterest income, and noninterest expense
are discussed in more detail in the tables that follow.  The decrease in Wealth
Management net income before taxes of $0.5 million was due to a $1.1 million
decrease in asset management fee income, classified as part of noninterest
income, offset by a $0.6 million decrease in noninterest expense.

Provision for credit losses. The provision for credit losses represents our
estimate of the amount necessary to be charged against the current period's
earnings to maintain the ACL for loans and investments at a level that we
consider adequate in relation to the estimated losses inherent in the loan and
investment portfolios. The provision for credit losses for loans is impacted by
changes in loan balances as well as changes in estimated loss assumptions and
charge-offs and recoveries. The amount of the provision for loans also takes
into consideration such factors as changes in the nature and volume of the loan
portfolio, overall portfolio quality, review of specific problem loans, current
economic conditions and certain other subjective factors that may affect the
ability of borrowers to meet their repayment obligations to us.  For the quarter
ended March 31, 2023, we recorded provision for credit losses of $0.4 million,
compared to a reversal of provision for credit losses in the amount of $0.8
million for the year-ago quarter.  The provision for credit losses for the
quarter ended March 31, 2023, was due to a net increase in investment portfolio
credit losses which were offset by decreases in loan portfolio credit losses.
 The decrease in provision for credit losses in the year-ago quarter was a
result of improvement in the economic outlook at that time.  For the quarter
ended March 31, 2023, we recorded net charge-offs of $1.7 million, compared to
$11,000 in the year-ago quarter.

Net Interest Income. The following tables set forth, for the periods indicated, information regarding (i) the total dollar amount of interest income from interest-earning assets and the resultant average yields on those assets; (ii) the total



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dollar amount of interest expense and the average rate of interest on our interest-bearing liabilities; (iii) net interest income; (iv) net interest rate spread; and (v) net interest margin:



                                                            Three Months Ended March 31:
                                                  2023                                        2022
                                  Average                      Average        Average                      Average
   (dollars in thousands)         Balances      Interest     Yield /Rate      Balances      Interest     Yield /Rate
Interest-earning assets:
Loans                           $ 10,691,615    $ 120,643           4.54 %  $  7,529,037    $  72,027           3.84 %
Securities AFS                       247,931        2,307           3.72 %     1,197,859        6,360           2.12 %
Securities HTM                       852,459        4,584           2.15 %             -            -              - %
Cash, FHLB stock, and fed
funds                                955,668        9,466           4.02 %     1,212,777          757           0.25 %
Total interest-earning
assets                            12,747,673      137,000           4.32 %     9,939,673       79,144           3.19 %
Noninterest-earning assets:
Nonperforming assets                  11,420                                      10,124
Other                                483,452                                     449,275
Total assets                    $ 13,242,545                                $ 10,399,072
Interest-bearing
liabilities:
Demand deposits                 $  2,572,870    $  19,386           3.06 %  $  2,359,334    $   1,051           0.18 %
Money market and savings           3,206,690       21,551           2.73 %     2,611,007        1,872           0.29 %
Certificates of deposit            2,132,298       21,203           4.03 %       654,279          435           0.27 %
Total interest-bearing
deposits                           7,911,858       62,140           3.19 %     5,624,620        3,358           0.24 %
Borrowings                         1,390,068       16,105           4.70 %       301,236        1,292           1.74 %
Total interest-bearing
liabilities                        9,301,926       78,245           3.41 %     5,925,856        4,650           0.32 %
Noninterest-bearing
liabilities:
Demand deposits                    2,672,409                                   3,315,139
Other liabilities                    133,280                                      94,484
Total liabilities                 12,107,615                                   9,335,479
Shareholders' equity               1,134,930                                   1,063,593
Total liabilities and equity    $ 13,242,545                                $ 10,399,072
Net Interest Income                             $  58,755                                   $  74,494
Net Interest Rate Spread                                            0.91 %                                      2.87 %
Net Interest Margin                                                 1.83 %                                      3.00 %


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Net interest income is impacted by the volume (changes in volume multiplied by
prior rate), interest rate (changes in rate multiplied by prior volume) and mix
of interest-earning assets and interest-bearing liabilities. Variances
attributable to both rate and volume changes, calculated by multiplying the
change in rates by the change in average balances, have been allocated to the
rate variance. The following table provides a breakdown of the changes in net
interest income due to volume and rate changes for the three months ended
March 31, 2023, as compared to the three months ended March 31, 2022:

                                                Three Months Ended
                                             March 31, 2023 vs. 2022
                                           Increase (Decrease) due to
      (dollars in thousands)           Volume         Rate         Total
Interest earned on:
Loans                                 $  34,019    $   14,597    $   48,616
Securities AFS                          (4,743)         2,107       (2,636)
Securities HTM                            2,834           333         3,167

Cash, FHLB stock, and fed funds           (196)         8,904         8,708

Total interest-earning assets            31,914        25,941        57,855
Interest paid on:
Demand deposits                             104        18,231        18,335
Money market and savings                    523        19,155        19,678
Certificates of deposit                   2,892        17,876        20,768
Borrowings                               10,070         4,744        14,814

Total interest-bearing liabilities 13,589 60,006 73,595 Net interest income

$  18,325    $ (34,065)    $ (15,740)


Net interest income was $58.8 million for the first quarter of 2023, compared to
$74.5 million for the first quarter of 2022. Interest income increased to $137
million for the first quarter of 2023 compared to $79.1 million for first
quarter of 2022. The increase in interest income was due to increases in both
average interest-earning asset balances as well as average yields earned on such
balances. Average interest-earning asset balances increased to $12.7 billion for
the quarter ended March 31, 2023, compared to $9.9 billion for the quarter ended
March 31, 2022. Yields on interest-earning assets averaged 4.32% for the first
quarter of 2023, compared to 3.19% for the first quarter of 2022. Interest
expense was $78.2 million for the first quarter of 2023, compared to $4.7
million for the first quarter of 2022. The increase in interest expense was due
to increases in both average interest-bearing liability balances as well as
average rates paid on such balances. Average interest-bearing liability
balances, consisting of interest-bearing deposits and borrowings, increased to
$9.3 billion for the quarter ended March 31, 2023, compared to $5.9 billion for
the quarter ended March 31, 2022. Rates on interest-bearing liability balances
averaged 3.41% for the first quarter of 2023, compared to 0.32% for the first
quarter of 2022.

The 1.13% increase in average yield earned on interest-earning assets was offset
by a 3.09% increase in average rate paid on interest-bearing liability balances,
resulting in a contraction of net interest margin ("NIM") for the quarter ended
March 31, 2023.  NIM was 1.83% for the first quarter of 2023 compared to 3.0%
for the first quarter of 2022.  The contraction of NIM is reflective of the
interest rate environment over the past year, which has seen the Federal Reserve
increase the benchmark federal funds rate by 4.75% in the past year in efforts
to cool inflation.  This has negatively impacted NIM as short-term interest rate
increases more immediately affect the rates we pay on both our interest-bearing
deposit accounts and our borrowings.  Average borrowings outstanding for the
quarter ended March 31, 2023 were $1.4 billion compared to $0.3 billion for the
quarter ended March 31, 2022.  The additional borrowings were utilized to
increase on-balance sheet liquidity, notably in the wake of banking industry
events that followed the announced closure of Silicon Valley Bank and Signature
Bank in mid-March 2023.

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  Table of Contents

Noninterest income. Noninterest income for Banking includes fees charged to
clients for trust services and deposit services, consulting fees, prepayment and
late fees charged on loans, gain on sale of loans, and gains and losses from
capital market activities and insurance commissions. The following table
provides a breakdown of noninterest income for Banking for the three months
ended March 31, 2023 and 2022:

(dollars in thousands) 2023 2022



Three Months Ended March 31:
Trust fees                      $ 1,719    $ 2,108
Loan related fees                 1,861      2,562
Deposit charges                     501        644
Gain on sale leaseback                -      1,123
Consulting fees                      88         95
Other                               632        999
Total noninterest income        $ 4,801    $ 7,531


Noninterest income in Banking was $4.8 million for the first quarter of 2023,
compared to $7.5 million for the first quarter of 2022.  The $2.7 million
decrease in noninterest income was due primarily to a $1.1 million gain on a
sale leaseback transaction recorded in the year-ago quarter, a $0.4 million
decrease in trust fees, a $0.8 million decrease in deposit charges and loan
related fees, and a $0.4 million decrease in other noninterest income.

Noninterest income for Wealth Management includes fees charged to high net-worth
clients for managing their assets and for providing financial planning
consulting services. The following table provides the amounts of noninterest
income for Wealth Management for the three months ended March 31, 2023 and

2022:

(dollars in thousands)     2023       2022
Noninterest income        $ 7,291    $ 8,345


Noninterest income for Wealth Management was $7.3 million for the first quarter
of 2023, compared to $8.3 million for the first quarter of 2022.  The $1.1
million decrease in noninterest income was due primarily to lower levels of
billable AUM in the quarter as total AUM decreased to $5.2 billion at March 31,
2023 from $5.5 billion in the year-ago quarter.

The following table summarizes the activity in our AUM for the periods
indicated:

                                                      Existing account
                                       Beginning         Additions/           New
(dollars in thousands)                  Balance         Withdrawals        Accounts      Terminations      Performance      Ending balance
Three Months Ended March 31, 2023:
Fixed income                          $ 1,699,554    $          653,734    $  19,341    $     (12,558)    $     202,521    $      2,562,592
Equities                                2,383,268             (575,301)       28,684           (6,483)           51,175           1,881,343
Cash and other                            902,455             (173,349)       38,333           (5,895)           23,414             784,958
Total                                 $ 4,985,277    $         (94,916)    $  86,358    $     (24,936)    $     277,110    $      5,228,893

Year Ended December 31, 2022:
Fixed income                          $ 1,303,760    $          451,841    $ 154,827    $     (30,428)    $   (180,446)    $      1,699,554
Equities                                3,330,639              (87,881)      108,003          (78,785)        (888,708)           2,383,268
Cash and other                          1,046,206             (422,405)      305,747          (58,248)           31,155             902,455
Total                                 $ 5,680,605    $         (58,445)    $ 568,577    $    (167,461)    $ (1,037,999)    $      4,985,277
The $243.6 million increase in AUM during the first quarter of 2023 was the net
result of $86.4 million of new accounts, $277.1 million of portfolio gains, and
terminations and net withdrawals of $119.9 million.

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



                                             Banking             Wealth Management
      (dollars in thousands)             2023        2022         2023        2022

Three Months Ended March 31:
Compensation and benefits              $ 20,260    $ 24,276    $    4,560    $ 5,212
Occupancy and depreciation                8,403       8,113           494        454

Professional services and marketing       2,664       2,343           804  

     815
Customer service costs                   16,715       1,788             -          -
Other expenses                            3,603       3,581           207        163
Total noninterest expense              $ 51,645    $ 40,101    $    6,065    $ 6,644


Noninterest expense in Banking was $51.6 million for the first quarter of 2023,
compared to $40.1 million for the first quarter of 2022.  The $11.5 million
increase in noninterest expense in Banking was largely due to a $14.9 million
increase in customer service cost, offset by a $4.0 million decrease in
compensation and benefits.  The increase in customer service costs was due to
higher earnings credits paid on deposit balances earning such credits.  The
decrease in compensation and benefit costs was primarily due to decreased
staffing levels during the first quarter of 2023, compared to levels during the
first quarter of 2022.  Average quarterly Banking full-time equivalents ("FTEs")
were 601.8 for the first quarter of 2023, compared to 623.6 for the first
quarter of 2022.  The reduction in staffing occurred in two rounds within the
first quarter and largely impacted those employees in the lending and credit
areas, as efforts continued to optimize the workforce in the face of slowing
loan growth.

Noninterest expense in Wealth Management was $6.1 million for the first quarter
of 2023, compared to $6.6 million for the first quarter of 2022.  The $0.5
million decrease in noninterest expense in Wealth Management was largely due to
a $0.6 million decrease in compensation and benefits.  The decrease in
compensation and benefit costs was primarily due to a decrease in commission
expense resulting from a fewer number of new accounts compared to the year-ago
quarter.  Average quarterly Wealth Management FTEs remained relatively constant
at 66.4 for the first quarter of 2023, compared to 65.8 for the first quarter of
2022.

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Financial Condition

The following table shows the financial position for each of our business segments, and of FFI and elimination entries used to arrive at our consolidated totals which are included in the column labeled Other and Eliminations, as of:



                                                                  Wealth    

Other and


          (dollars in thousands)                 Banking        Management      Eliminations        Total
March 31, 2023:
Cash and cash equivalents                      $  1,316,877    $     15,345
$     (15,093)    $  1,317,129
Securities AFS, net                                 211,324               -                 -         211,324
Securities HTM                                      847,036               -                 -         847,036
Loans, net                                       10,638,708               -                 -      10,638,708

Premises and equipment                               37,155             239               136          37,530
Investment in FHLB stock                             58,716               -                 -          58,716
Deferred taxes                                       20,777              61             1,925          22,763
Real estate owned ("REO")                             6,210               -                 -           6,210
Goodwill and intangibles                            221,401               -

                -         221,401
Other assets                                        227,706             470            27,191         255,367
Total assets                                   $ 13,585,910    $     16,115    $       14,159    $ 13,616,184

Deposits                                       $ 10,079,753    $          -    $     (28,047)    $ 10,051,706
Borrowings                                        2,101,249               -           193,351       2,294,600

Intercompany balances                                 2,356             586           (2,942)               -
Accounts payable and other liabilities              121,598           2,481            12,061         136,140
Shareholders' equity                              1,280,954          13,048         (160,264)       1,133,738
Total liabilities and equity                   $ 13,585,910    $     16,115

$ 14,159 $ 13,616,184

December 31, 2022:
Cash and cash equivalents                      $    656,247    $     16,757
$     (16,510)    $    656,494
Securities AFS, net                                 226,158               -                 -         226,158
Securities HTM                                      862,544               -                 -         862,544
Loans, net                                       10,692,462               -                 -      10,692,462

Premises and equipment                               35,788             216               136          36,140
Investment in FHLB stock                             25,358               -                 -          25,358
Deferred taxes                                       19,671              78             4,449          24,198
Real estate owned ("REO")                             6,210               -                 -           6,210
Goodwill and intangibles                            221,835               -

                -         221,835
Other assets                                        233,621             428            28,731         262,780
Total assets                                   $ 12,979,894    $     17,479    $       16,806    $ 13,014,179

Deposits                                       $ 10,403,205    $          -    $     (40,593)    $ 10,362,612
Borrowings                                        1,176,601               -           193,335       1,369,936

Intercompany balances                                 1,001             971           (1,972)               -
Accounts payable and other liabilities              125,254           4,392            17,607         147,253
Shareholders' equity                              1,273,833          12,116         (151,571)       1,134,378
Total liabilities and equity                   $ 12,979,894    $     17,479

$ 16,806 $ 13,014,179

Our consolidated balance sheet is primarily affected by changes occurring in our Banking operations as our Wealth Management operations do not maintain significant levels of assets.

During the three months ended March 31, 2023, total assets increased by $602 million primarily due to a $660 million increase in cash and cash equivalents.


 Cash and cash equivalents represented approximately 10% of total assets for the
quarter ended March 31, 2023, and the increase in such balances is consistent
with strategic efforts to increase on-balance sheet liquidity, notably in the
wake of banking industry events that followed the announced closure of Silicon

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  Table of Contents
Valley Bank and Signature Bank in mid-March 2023.  Loans, net decreased $54
million, the result of $481 million in loan fundings for the quarter offset by
loan payoffs of $535 million in the quarter.  Combined investment securities
(AFS and HTM) balance of $1.1 billion was unchanged compared to December 31,
2022.  Deposits decreased $311 million, the result of outflows experienced after
the mid-March 2023 closures of Silicon Valley Bank and Signature Bank.

Borrowings increased $925 million and consisted primarily of the addition of $1.2 billion in FHLB advances offset by $200 million paydown of fed funds balances outstanding at the end of the previous quarter. The additional borrowings for the quarter-ended March 31, 2023 were utilized to increase on-balance sheet liquidity, as noted previously.


Cash and cash equivalents. Cash and cash equivalents, consist primarily of funds
held at the Federal Reserve Bank or at correspondent banks, including fed funds.
Changes in cash and cash equivalents are primarily affected by the funding of
loans, investments in securities, and changes in our sources of funding:
deposits, FHLB advances and FFI borrowings.  Cash and cash equivalents increased
by $660 million during the three months ended March 31, 2023, compared to
December 31, 2022 due to strategic efforts to increase on-balance sheet
liquidity, notably in the wake of banking industry events that followed the
announced closure of Silicon Valley Bank and Signature Bank in mid-March 2023.

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



                                         Amortized        Gross Unrealized  

Allowance for Estimated


       (dollars in thousands)               Cost        Gains        Losses       Credit Losses     Fair Value
March 31, 2023:
Collateralized mortgage obligations      $    9,585    $      -    $  (1,074)    $             -    $     8,511
Agency mortgage-backed securities             7,627           -         (470)                  -          7,157
Municipal bonds                              50,093           1       (2,574)                  -         47,520
SBA securities                               16,947           2         (130)                  -         16,819
Beneficial interests in FHLMC
securitization                               19,113         110         (105)           (11,315)          7,803
Corporate bonds                             138,972           -      (15,729)              (973)        122,270
U.S. Treasury                                 1,298           3          (57)                  -          1,244
Total                                    $  243,635    $    116    $ (20,139)    $      (12,288)    $   211,324

December 31, 2022: Collateralized mortgage obligations $ 9,865 $ - $ (1,250) $

             -    $     8,615
Agency mortgage-backed securities             8,161           -         (585)                  -          7,576
Municipal bonds                              50,232           -       (3,442)                  -         46,790
SBA securities                               19,090           3         (138)                  -         18,955
Beneficial interest in FHLMC
securitization                               19,415         108         (103)           (11,439)          7,981
Corporate bonds                             145,024           -      (10,011)                  -        135,013
U.S. Treasury                                 1,298           1          (71)                  -          1,228
Total                                    $  253,085    $    112    $ (15,600)    $      (11,439)    $   226,158
As of March 31, 2023, U.S. Treasury securities of $1.2 million included in the
table above are pledged as collateral to the States of California and Florida to
meet regulatory requirements related to the Bank's trust operations, $231.9
million of agency mortgage-backed securities are pledged as collateral as
support for the Bank's obligations under loan sales and securitizations
agreements entered into from 2018 and 2021.  A total of $184.2 million in
securities consisting of SBA securities, collateralized mortgage obligations,
agency mortgage-backed securities, and municipal bonds are pledged as collateral
for repurchase agreements. A total of $841.6 million in agency mortgage-backed
securities, corporate bonds, and loans are pledged as collateral to the Federal
Reserve's discount window from which the Bank may borrow.

Excluding allowance for credit losses, the decrease in AFS securities in the
first three months of 2023 was due primarily to principal payments and increases
in the gross unrealized losses on the securities.  There were no purchases of
investment securities or other additions to the portfolio during the quarter
ended March 31, 2023.

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  Table of Contents

Securities held to maturity. The following table provides a summary of the Company's HTM securities portfolio as of:



                                         Amortized           Gross Unrecognized           Allowance for      Estimated
       (dollars in thousands)               Cost         Gains            Losses          Credit Losses     Fair Value
March 31, 2023:
Agency mortgage-backed securities        $  847,036    $        -     $    

 (80,129)    $             -    $   766,907
Total                                    $  847,036    $        -     $      (80,129)    $             -    $   766,907

December 31, 2022:

Agency mortgage-backed securities        $  862,544    $        -     $    

 (89,483)    $             -    $   773,061
Total                                    $  862,544    $        -     $      (89,483)    $             -    $   773,061

The decrease in HTM securities in the first three months of 2023 was due to principal payments received. There were no purchases of investment securities or other additions to the portfolio during the quarter ended March 31, 2023.

The scheduled maturities of securities AFS, as well as the related weighted average yield, are as follows, as of March 31, 2023:



                                       Less than       1 Through       5 

Through After


      (dollars in thousands)             1 Year         5 years         10 Years      10 Years       Total
Amortized Cost:
Collateralized mortgage obligations    $         -    $          -    $        569    $   9,016    $   9,585
Agency mortgage-backed securities                -           5,969         

     -        1,658        7,627
Municipal bonds                                300           9,280          35,064        5,449       50,093
SBA securities                                   5           1,101           1,108       14,733       16,947
Beneficial interests in FHLMC
securitization                                   -           9,537               -        9,576       19,113
Corporate bonds                                  -          28,985         104,456        5,531      138,972
U.S. Treasury                                    -           1,298               -            -        1,298
Total                                  $       305    $     56,170    $    141,197    $  45,963    $ 243,635
Weighted average yield                        0.29 %          4.11 %          3.43 %       4.17 %       3.72 %
Estimated Fair Value:
Collateralized mortgage obligations    $         -    $          -    $        521    $   7,990    $   8,511
Agency mortgage-backed securities                -           5,665         

     -        1,492        7,157
Municipal bonds                                300           8,944          33,682        4,594       47,520
SBA securities                                   5           1,094           1,103       14,617       16,819
Beneficial interests in FHLMC
securitization                                   -           9,537               -        9,581       19,118
Corporate bonds                                  -          27,970          90,758        4,515      123,243
U.S. Treasury                                    -           1,244               -            -        1,244
Total                                  $       305    $     54,454    $    126,064    $  42,789    $ 223,612


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The scheduled maturities of securities HTM, and the related weighted average yield is as follows, as of March 31, 2023:



                                     Less than      1 Through       5 

Through After


     (dollars in thousands)            1 Year         5 years        10 Years      10 Years       Total
March 31, 2023
Amortized Cost:
Agency mortgage-backed securities    $         -    $       574    $     18,925    $ 827,537    $ 847,036
Total                                $         -    $       574    $     18,925    $ 827,537    $ 847,036
Weighted average yield                         - %         0.60 %         

1.22 % 2.47 % 2.44 %



Estimated Fair Value:
Agency mortgage-backed securities    $         -    $       537    $     17,451    $ 748,919    $ 766,907
Total                                $         -    $       537    $     17,451    $ 748,919    $ 766,907

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

March 31,     

December 31,


                 (dollars in thousands)                          2023       

2022


Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily                                                  $  5,332,815    $     5,341,596
Single family                                                   1,008,657          1,016,498

Total real estate loans secured by residential properties 6,341,472


       6,358,094
Commercial properties                                           1,155,624          1,203,292
Land and construction                                             166,166            158,565
Total real estate loans                                         7,663,262          7,719,951

Commercial and industrial loans                                 2,985,984  

       2,984,748
Consumer loans                                                      3,862              4,481
Total loans                                                    10,653,108         10,709,180

Premiums, discounts and deferred fees and expenses                 16,695  

          17,013
Total                                                        $ 10,669,803    $    10,726,193

Loans decreased $56 million, the result of $481 million in loan fundings for the quarter offset by loan payoffs of $535 million in the quarter.

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



                                                March 31, 2023                December 31, 2022
                                                           Weighted                        Weighted
       (dollars in thousands)               Amount       Average Rate       Amount       Average Rate
Demand deposits:
Noninterest-bearing                      $  2,263,412               -    $  2,736,691               -
Interest-bearing                            2,364,213           3.380 %     2,568,850           3.109 %
Money market and savings                    2,997,666           3.098 %     3,178,230           2.373 %
Certificates of deposit                     2,426,415           4.170 %    

1,878,841           3.741 %
Total                                    $ 10,051,706           2.726 %  $ 10,362,612           2.177 %


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  Table of Contents

During the first three months of 2023, our deposit rates have moved in a manner
consistent with overall deposit market rates and market rates continue to rise
as a result of the actions taken by the Federal Reserve.  The weighted average
rate of our interest-bearing deposits increased from 2.96% at December 31, 2022,
to 3.52% at March 31, 2023 due to rising short-term interest rates during the
period, while the weighted average interest rates of total deposits increased
from 2.18% at December 31, 2022 to 2.73% at March 31, 2023.

From time to time, the Bank will utilize brokered deposits as a source of funding. As of March 31, 2023, the Bank held $1.9 billion of deposits, consisting of certificates of deposit, which are classified as brokered deposits.



The deposits held by the Bank are insured by the FDIC's Deposit Insurance Fund
(the "DIF"), up to applicable limits.  The Dodd-Frank Act permanently increased
the maximum deposit insurance amount for banks, savings institutions and credit
unions to $250,000 per depositor.  As of March 31, 2023, approximately 85% of
the Bank's deposit accounts were insured.

The maturities of our certificates of deposit of $100,000 or more were as follows as of March 31, 2023:



    (dollars in thousands)
3 months or less                   $   741,600
Over 3 months through 6 months         347,861
Over 6 months through 12 months        776,938
Over 12 months                         491,956
Total                              $ 2,358,355


Borrowings.  At March 31, 2023, our borrowings consisted of $1.0 billion in
overnight and $1.0 billion in short-term FHLB advances at the Bank, $174 million
in subordinated notes at FFI, $101 million in repurchase agreements at the Bank,
and $20 million of borrowings under a holding company line of credit.  At
December 31, 2022 our borrowings consisted of $805 million in overnight FHLB
advances at the Bank, $200 million in federal funds purchased at the Bank, $174
million in subordinated notes at FFI, $171 million in repurchase agreements at
the Bank, and $20 million of borrowings under a holding company line of credit.

The average balance of borrowings and the weighted average interest rate on such
borrowings was $1.39 billion and 4.70%, respectively for the quarter ended March
31, 2023.  The average balance of borrowings and the weighted average interest
rate on such borrowings was $1.54 billion and 3.79%, respectively for the
quarter ended December 31, 2022.

Delinquent Loans, Nonperforming Assets and Provision for Credit Losses



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

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interest if the loan is in the process of collection or collection of the principal and interest is deemed probable. The following tables provide a summary of past due and nonaccrual loans as of:



                                                                   90 Days                      Total Past Due

(dollars in thousands) 30-59 Days 60-89 Days or More

     Nonaccrual      and Nonaccrual        Current          Total
March 31, 2023:
Real estate loans:
Residential properties             $     20,272    $          -    $      -    $      2,518    $          22,790    $  6,338,021    $  6,360,811
Commercial properties                     5,561               -         217           3,969                9,747       1,144,772       1,154,519
Land and construction                       521           6,835           -               -                7,356         157,860         165,216

Commercial and industrial loans           1,200             233       2,227

          4,694                8,354       2,977,013       2,985,367
Consumer loans                               10               -           -               -                   10           3,880           3,890
Total                              $     27,564    $      7,068    $  2,444    $     11,181    $          48,257    $ 10,621,546    $ 10,669,803
Percentage of total loans                  0.26 %          0.07 %      0.02 %          0.10 %               0.45 %

December 31, 2022:
Real estate loans:
Residential properties             $        511    $         57    $      -    $      2,556    $           3,124    $  6,374,100    $  6,377,224
Commercial properties                    15,000             946       1,213           4,547               21,706       1,180,357       1,202,063
Land and construction                         -               -           -               -                    -         157,630         157,630

Commercial and industrial loans             385           1,495         982

          3,228                6,090       2,978,668       2,984,758
Consumer loans                                -             167           -               -                  167           4,351           4,518
Total                              $     15,896    $      2,665    $  2,195    $     10,331    $          31,087    $ 10,695,106    $ 10,726,193
Percentage of total loans                  0.15 %          0.02 %      0.02 %          0.10 %               0.29 %

The following table summarizes our nonaccrual loans as of:



                                       Nonaccrual             Nonaccrual
                                     with Allowance        with no Allowance
(dollars in thousands)              for Credit Losses      for Credit Losses
March 31, 2023
Real estate loans:
Residential properties             $                 -    $             2,518
Commercial properties                                -                  3,969
Commercial and industrial loans                  3,672                  1,022
Total                              $             3,672    $             7,509

December 31, 2022
Real estate loans:
Residential properties             $                 -    $             2,556
Commercial properties                                -                  4,547
Commercial and industrial loans                  2,016                  1,212
Total                              $             2,016    $             8,315


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



                                                Provision for
                                Beginning      (Reduction of)                                      Ending
  (dollars in thousands)         Balance        Credit Losses     Charge-offs      Recoveries      Balance
Three months ended
March 31, 2023:
Real estate loans:
Residential properties         $      8,306    $          (43)   $           -    $          -    $   8,263
Commercial properties                 8,714            (2,732)           (249)               -        5,733
Land and construction                   164                152               -               -          316
Commercial and industrial
loans                                16,521              1,685         (1,752)             306       16,760
Consumer loans                           26                (1)             (2)               -           23
Total                          $     33,731    $         (939)   $     (2,003)    $        306    $  31,095

Three months ended
March 31, 2022:
Real estate loans:
Residential properties         $      2,637    $           561   $           -    $          -    $   3,198
Commercial properties                17,049            (1,413)               -               -       15,636
Land and construction                 1,995              (227)               -               -        1,768
Commercial and industrial
loans                                11,992                149           (145)             134       12,130
Consumer loans                          103               (13)               -               -           90
Total                          $     33,776    $         (943)   $       (145)    $        134    $  32,822

Year ended
December 31, 2022:
Real estate loans:
Residential properties         $      2,637    $         5,674   $         (5)    $          -    $   8,306
Commercial properties                17,049            (8,335)               -               -        8,714
Land and construction                 1,995            (1,831)               -               -          164
Commercial and industrial
loans                                11,992              4,804           (711)             436       16,521
Consumer loans                          103               (73)             (4)               -           26
Total                          $     33,776    $           239   $       (720)    $        436    $  33,731
On January 1, 2020, we adopted a new accounting standard, commonly referred to
as "CECL", which replaces the "incurred loss" approach with an "expected loss"
model over the life of the loan, as further described in Note 1 Summary of
Significant Accounting Policies of the notes contained in our Annual Report on
Form 10-K for the year ended December 31, 2022.  The allowance for credit losses
for loans totaled $31.1 million as of March 31, 2023, compared to $32.8 million
as of March 31, 2022, and $33.7 million as of December 31, 2022.  Our ACL for
loans represented 0.29% of total loans outstanding as of March 31, 2023 compared
to 0.31% of total loans outstanding as of December 31, 2022.  The ACL for loans
decreased $2.6 million as of March 31, 2023 compared to December 31, 2022.
 Activity for the three months ended March 31, 2023 included a reduction in
provision for credit losses of $0.9 million, charge-offs of $2.0 million, and
recoveries of $0.3 million.  The reduction in provision for credit losses was
due to a decrease in the aggregate reserve for purchased credit deteriorated
("PCD") loans due to updated valuations.

Under the CECL methodology, for which our ACL for loans is based, estimates of
expected credit losses over the life of a loan are determined and utilized
considering the effect of various major factors.  The major factors considered
in evaluating losses are historical chargeoff experience, delinquency rates,
local and national economic conditions, the borrower's ability to repay the loan
and timing of repayments, and the value of any related collateral.  Management's
estimate of fair value of the collateral considers current and anticipated
future real estate market conditions, thereby causing these estimates to be
particularly susceptible to changes that could result in a material adjustment
to results of operations in the future.  Provisions to credit losses are charged
to operations based on management's evaluation of estimated losses in its loan
portfolio.

In addition, the FDIC and the California Department of Financial Protection and
Innovation, as an integral part of their examination processes, periodically
review the adequacy of our ACL. These agencies may require us to make

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additional provisions for credit losses, over and above the provisions that we have already made, the effect of which would be to reduce our income.

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



                                             Allowance for Credit Losses
                                           Loans Evaluated
    (dollars in thousands)          Individually     Collectively        Total

March 31, 2023:
Allowance for credit losses:
Real estate loans:
Residential properties             $           62    $       8,201    $      8,263
Commercial properties                       1,044            4,689           5,733
Land and construction                           -              316             316

Commercial and industrial loans             1,144           15,616         

16,760
Consumer loans                                  -               23              23
Total                              $        2,250    $      28,845    $     31,095
Loans:
Real estate loans:
Residential properties             $        3,428    $   6,357,383    $  6,360,811
Commercial properties                      28,197        1,126,322       1,154,519
Land and construction                           -          165,216         165,216
Commercial and industrial loans             5,875        2,979,492       2,985,367
Consumer loans                                  -            3,890           3,890
Total                              $       37,500    $  10,632,303    $ 10,669,803


                                             Allowance for Credit Losses
                                           Loans Evaluated
    (dollars in thousands)          Individually     Collectively        Total
December 31, 2022:
Allowance for credit losses:
Real estate loans:
Residential properties             $           87    $       8,219    $      8,306
Commercial properties                       1,834            6,880           8,714
Land and construction                           -              164             164

Commercial and industrial loans             3,122           13,399         

16,521
Consumer loans                                  -               26              26
Total                              $        5,043    $      28,688    $     33,731
Loans:
Real estate loans:
Residential properties             $        3,479    $   6,373,745    $  6,377,224
Commercial properties                      34,278        1,167,785       1,202,063
Land and construction                           -          157,630         157,630
Commercial and industrial loans             9,397        2,975,361       2,984,758
Consumer loans                                  -            4,518           4,518
Total                              $       47,154    $  10,679,039    $ 10,726,193


Liquidity

Liquidity management focuses on our ability to generate, on a timely and cost-effective basis, cash sufficient to meet the funding needs of current loan demand, deposit withdrawals, principal and interest payments with respect to



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outstanding borrowings and to pay operating expenses. Our liquidity management
is both a daily and long-term function of funds management. Liquid assets are
generally invested in marketable securities or held as cash at the Federal
Reserve Bank of San Francisco or other financial institutions.

We monitor our liquidity in accordance with guidelines established by our Board
of Directors and applicable regulatory requirements. Our need for liquidity is
affected by our loan activity, net changes in deposit levels and the maturities
of our borrowings. The principal sources of our liquidity consist of deposits,
loan interest and principal payments and prepayments, investment management and
consulting fees, FHLB advances, federal funds purchased, and proceeds from
borrowings and sales of FFI common stock. The remaining balances of the
Company's lines of credit available to draw down totaled $2.0 billion at
March 31, 2023.

Cash Flows Provided by Operating Activities. During the quarter ended March 31, 2023, operating activities provided net cash of $9.4 million, primarily due to net income of $8.5 million. During the quarter ended March 31, 2022, operating activities provided net cash of $40.3 million, primarily due to net income of $31 million and a net decrease of $5 million in other assets.



Cash Flows Used in Investing Activities. During the quarter ended
March 31, 2023, investing activities provided net cash of $44 million, primarily
due to a $54 million net decrease in loans, $25 million in cash received in
principal collection and maturities of securities, offset by $33 million in
purchases of FHLB stock. During the quarter ended March 31, 2022, investing
activities used net cash of $483 million, primarily due to a $491 million net
increase in loans, and $83 million in purchases of securities AFS, offset
partially by $88 million in cash received in principal collection and maturities
of securities.

Cash Flows Provided by Financing Activities. During the quarter ended
March 31, 2023, financing activities provided net cash of $607 million,
consisting primarily of a net increase of $995 million in FHLB and other
advances offset by a decrease of $311 million in deposits, a $70 million net
decrease in repurchase agreements, and $6 million in dividends paid.  During the
quarter ended March 31, 2022, financing activities provided net cash of $253
million, consisting primarily of a net increase of $146 million in deposits and
a $148 million net increase in subordinated debt, offset partially by $19
million net paydowns in our line of credit, $6 million in dividends paid, and a
$13 million net decrease in repurchase agreements.

Ratio of Loans to Deposits. The relationship between gross loans and total
deposits can provide a useful measure of a bank's liquidity. Since repayment of
loans tends to be less predictable than the maturity of investments and other
liquid resources, the higher the loan-to-deposit ratio the less liquid are our
assets. On the other hand, since we realize greater yields on loans than we do
on other interest-earning assets, a lower loan-to-deposit ratio can adversely
affect interest income and earnings. As a result, our goal is to achieve a
loan-to-deposit ratio that appropriately balances the requirements of liquidity
and the need to generate a fair return on our assets. At March 31, 2023 and
December 31, 2022, the loan-to-deposit ratios at FFB were 106.1% and 103.5%,
respectively.  The loan to deposit ratio measured 100.3% for the first quarter
2023 when calculated based on the average balances of loans and deposits for the
quarter opposed to measuring such balances as of the last day of the quarter.
 This is more reflective of the actual management of the portfolios during the
entire quarter, particularly in the wake of the banking industry events that
followed the announced closure of Silicon Valley Bank and Signature Bank in
mid-March, 2023.

Off-Balance Sheet Arrangements

The following table provides the off-balance sheet arrangements of the Company as of March 31, 2023:



                 (dollars in thousands)
Commitments to fund new loans                                $     2,140

Commitments to fund under existing loans, lines of credit 1,369,440 Commitments under standby letters of credit

                       25,321


Some of the commitments to fund existing loans, lines of credit and letters of
credit are expected to expire without being drawn upon. Therefore, the total
commitments do not necessarily represent future cash requirements. As of

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March 31, 2023, FFB was obligated on $315 million of letters of credit to the
FHLB which were being used as collateral for public fund deposits, including
$300 million of deposits from the State of California.

Capital Resources and Dividend Policy


The capital rules applicable to United States based bank holding companies and
federally insured depository institutions ("Capital Rules") require the Company
(on a consolidated basis) and FFB (on a stand-alone basis) to meet specific
capital adequacy requirements that, for the most part, involve quantitative
measures, primarily in terms of the ratios of their capital to their assets,
liabilities, and certain off-balance sheet items, calculated under regulatory
accounting practices. In addition, prompt corrective action regulations place a
federally insured depository institution, such as FFB, into one of five capital
categories on the basis of its capital ratios: (i) well capitalized;
(ii) adequately capitalized; (iii) undercapitalized; (iv) significantly
undercapitalized; or (v) critically undercapitalized. A depository institution's
primary federal regulatory agency may determine that, based on certain
qualitative assessments, the depository institution should be assigned to a
lower capital category than the one indicated by its capital ratios. At each
successive lower capital category, a depository institution is subject to
greater operating restrictions and increased regulatory supervision by its
federal bank regulatory agency.

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



                                                                                     To Be Well Capitalized
                                                               For Capital           Under Prompt Corrective
                                          Actual            Adequacy Purposes           Action Provisions
    (dollars in thousands)           Amount       Ratio      Amount       Ratio         Amount          Ratio
              FFI
March 31, 2023:
CET1 capital ratio                 $   933,163     9.31 %  $   451,263     4.50 %
Tier 1 leverage ratio                  933,163     7.16 %      521,678     4.00 %

Tier 1 risk-based capital ratio        933,163     9.31 %      601,683     6.00 %
Total risk-based capital ratio       1,146,984    11.44 %      802,245    

8.00 %

December 31, 2022:
CET1 capital ratio                 $   931,125     9.18 %  $   456,603     4.50 %
Tier 1 leverage ratio                  931,125     7.44 %      500,327     4.00 %

Tier 1 risk-based capital ratio        931,125     9.18 %      608,804     6.00 %
Total risk-based capital ratio       1,145,765    11.29 %      811,739    

8.00 %

              FFB
March 31, 2023:
CET1 capital ratio                 $ 1,080,468    10.82 %  $   449,370     4.50 %  $        649,089       6.50 %
Tier 1 leverage ratio                1,080,468     8.31 %      520,330     4.00 %           650,413       5.00 %

Tier 1 risk-based capital ratio 1,080,468 10.82 % 599,159 6.00 %

           798,879       8.00 %
Total risk-based capital ratio       1,120,938    11.23 %      798,879     8.00 %           998,599      10.00 %

December 31, 2022:
CET1 capital ratio                 $ 1,070,648    10.60 %  $   454,655     4.50 %  $        656,724       6.50 %
Tier 1 leverage ratio                1,070,648     8.59 %      498,725     4.00 %           623,400       5.00 %

Tier 1 risk-based capital ratio 1,070,648 10.60 % 606,207 6.00 %

           808,276       8.00 %

Total risk-based capital ratio 1,111,952 11.01 % 808,276 8.00 % 1,010,345 10.00 %


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

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As of March 31, 2023, FFI had $31 million of available liquidity as well as a
revolving line of credit and, therefore, has the ability and financial resources
to contribute additional capital to FFB, if needed.

As of March 31, 2023, the amount of capital at FFB in excess of amounts required
to be well capitalized for purposes of the prompt corrective action regulations
was $431 million for the CET1 capital ratio, $430 million for the Tier 1
Leverage Ratio, $282 million for the Tier 1 risk-based capital ratio and $122
million for the Total risk-based capital ratio.

On April 27, 2023, the Board of Directors declared a quarterly cash dividend of
$0.02 per common share to be paid on May 19, 2023, to shareholders of record as
of the close of business on May 8, 2023. The amount and declaration of future
cash dividends are subject to approval by our Board of Directors and certain
regulatory restrictions which are discussed in Item 1 "Business-Supervision and
Regulation-Dividends and Stock Repurchases" in Part I of our Annual Report on
Form 10-K for the year ended December 31, 2022. Additionally, under the terms of
the holding company line of credit agreement, FFI may only declare and pay a
dividend if the total amount of dividends and stock repurchases during the
current twelve months does not exceed 50% of FFI's net income for the same
twelve month period. We paid $24.8 million in dividends ($0.44 per share) in
2022.

We had no material commitments for capital expenditures as of March 31, 2023.
However, we intend to take advantage of opportunities that may arise in the
future to grow our businesses, which may include opening additional offices or
acquiring complementary businesses that we believe will provide us with
attractive risk-adjusted returns. As a result, we may seek to obtain additional
borrowings and to sell additional shares of our common stock to raise funds
which we might need for these purposes. There is no assurance, however, that, if
required, we will succeed in obtaining additional borrowings or selling
additional shares of our common stock on terms that are acceptable to us, if at
all, as this will depend on market conditions and other factors outside of our
control, as well as our future results of operations.

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