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 and
nine months ended September 30, 2020 as compared to our results of operations in
the three and nine months ended September 30, 2019; and our financial condition
at September 30, 2020 as compared to our financial condition at
December 31, 2019. 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, 2019, and the notes
thereto, which are set forth in Item 8 of our Annual Report on Form 10-K (our
"2019 10-K") which we filed with the Securities and Exchange Commission ("SEC")
on March 2, 2020.

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. Those risks and uncertainties, and unexpected
future events, could cause our financial condition or actual operating results
in the future to differ, possibly significantly, from our expected financial
condition and operating results that are set forth in the forward-looking
statements contained in this report.

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 2019 10-K
and in 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 2019 10-K and in
this report, which qualify the forward-looking statements contained in this
report.

The COVID-19 pandemic has created economic and financial disruptions that have
adversely affected, and may continue to adversely affect, our business,
operations, financial performance and prospects. Even after the COVID-19
pandemic subsides, it is possible that the U.S. and other major economies
experience or continue to experience a prolonged recession, which could
materially and adversely affect our business, operations, financial performance
and prospects. Statements about the effects of the COVID-19 pandemic on our
business, operations, financial performance and prospects may constitute
forward-looking statements and are subject to the risk that the actual impacts
may differ, possibly materially, from what is reflected in those forward-looking
statements due to factors and future developments that are uncertain,
unpredictable and in many cases beyond our control, including the scope and
duration of the pandemic, actions taken by governmental authorities in response
to the pandemic, and the direct and indirect impact of the pandemic on our
customers, third parties and us.

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 2019 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



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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
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.

Allowance for Credit Losses. We adopted CECL to compute our ACL on January 1,
2020. Our ACL 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 income statement. Loans are charged
against the ACL when management believes that collectability of the principal is
unlikely. The CECL model requires the ACL to cover estimated credit losses
expected over the life of an exposure. This evaluation takes into consideration
such factors as current economic projections, projected payment estimates,
changes in the nature and volume of the loan portfolio, overall portfolio
quality, review of specific problem loans, and certain other 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 in our loan portfolio.

Utilization and Valuation of Deferred Income Tax Benefits. 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 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.

We have two business segments, "Banking" and "Wealth Management." Banking includes the operations of FFB and FFIS 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



The COVID-19 pandemic has caused economic and social disruption on an
unprecedented scale. While some industries have been impacted more severely than
others, all businesses have been impacted to some degree. This disruption has
resulted in the shuttering of businesses across the country, significant job
loss, and aggressive measures by the federal government.

Congress, the President, and the Federal Reserve have taken several actions
designed to cushion the economic fallout. Most notably, the Coronavirus Aid,
Relief and Economic Security ("CARES") Act was signed into law at the end of
March 2020 as a $2 trillion legislative package. The goal of the CARES Act is to
prevent a severe economic downturn through various measures, including direct
financial aid to American families and economic stimulus to significantly
impacted industry sectors. The package also includes extensive emergency funding
for hospitals and providers. In addition

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to the general impact of COVID-19, certain provisions of the CARES Act as well
as other recent legislative and regulatory relief efforts could have a material
impact on our operations and financial results. The following is a list of the
impacts that are considered significant at this time.

In response to the potential impact on liquidity resulting from the COVID-19
pandemic and to encourage banks to work with borrowers, FASB issued accounting
guidelines that do not require forbearance or restructuring of loans completed
as a result of the COVID-19 pandemic to be classified as troubled debt
restructures.

Upon the World Health Organization's pandemic declaration, we implemented our
Pandemic Response Business Continuity Plan, under which we moved approximately
60% of our corporate employees to a remote working strategy and implemented
protocols for the safety of our clients and employees. The transition to working
remotely was achieved within a week and did not require any significant costs
due to our existing technology platform in place. Additional costs associated
with the safety protocols, such as additional cleaning and supplies has been
offset by reduced costs for parking, meals, entertainment and travel. We have
implemented alternative procedures, such as electronic signatures and approvals,
to maintain effective internal controls over our financial reporting processes.

Our financial position and results of operations through the first three
quarters of 2020 have been impacted by increases in the allowance for credit
losses as current economic projections, used in our CECL modeling, contemplate a
significant adverse impact on the economy in the coming months resulting in
higher estimates of credit losses. Due to the significant decrease in rates, our
funding costs started to decline in March and are expected to decline over the
course of the year if the current interest rate environment persists.

Potential impacts to our future financial position and results of operation include:

? Continuing adverse impacts of loan performance, including increased levels of

chargeoffs and the need for additional allowance for credit loss reserves.

Origination of loans under the Paycheck Protection Program ("the PPP")

administered by the Small Business Administration. These loans bear interest at

? 1%, are for a term of two years and we are paid a fee for originating these

loans, which we expect to average between 2.5% to 3%. While uncertain at this

time, we anticipate a significant portion of these loans will be repaid within

180 days from the time the SBA forgiveness process commences.

? Continuing low levels of funding costs due to the expected continuation of the

current low interest rate environment.

After funding of existing pipelines, expectations of significantly lower

? origination volumes due in part to the large credit spreads on certain lending

and investment security products.

The issuance of forbearance agreements to accommodate our borrowers. We have

received and granted requests for forbearance on certain commercial loans,

primarily to smaller businesses. However, we do require documentation of

financial difficulty before granting a request, and we do not expect a

? significant level of forbearance activity in our loans secured by multifamily

or single family real estate. The change in accounting guidelines that do not

require forbearance or restructuring of loans completed as a result of the

COVID 19 pandemic to be classified as troubled debt restructures will minimize

the financial impact of these accommodations.

? Pricing volatility of our AFS securities portfolio.

? Potential servicing advances required under our loan servicing agreements if

borrowers are granted forbearances or do not pay their loans on a timely basis.




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As previously mentioned, our funding costs have and are expected to continue to
decrease. We do not expect any significant impact to our liquidity or contingent
liquidity sources at this time. Due to available funding sources, we do not
expect reduced cash flows caused by forbearances, loans issued under the PPP,
servicing advances or increases in delinquencies to have a material adverse
impact on our liquidity position.

Our results of operations for the first nine months of 2020 include:

? Completed securitization of $553 million of loans, recognizing a $15.1 million

gain, inclusive of associated mortgage servicing rights of $3.9 million.

Total loans, including loans held for sale, increased $77 million in the nine

? months ended September 30, 2020 as a result of $1.8 billion of originations,

which were partially offset by payoffs or scheduled payments of $1.1 billion

and loan sales of $553 million.

During the nine months ended September 30, 2020, total deposits increased by

? $573 million and total revenues (net interest income and noninterest income)

increased by 19% when compared to the nine months ended September 30, 2019.






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").
Compensation and benefit costs, which represent the largest component of
noninterest expense, accounted for 56% and 75%, respectively, of the total
noninterest expense for Banking and Wealth Management in the nine months ended
September 30, 2020.

The following table shows key operating results for each of our business segments for the quarter ended September 30:






                                                       Wealth
       (dollars in thousands)           Banking      Management       Other       Total
2020:
Interest income                         $ 61,691    $          -    $       -    $ 61,691
Interest expense                          10,024               -           50      10,074
Net interest income                       51,667               -         (50)      51,617
Provision for credit losses                1,548               -            -       1,548
Noninterest income                        17,976           6,020        (355)      23,641
Noninterest expense                       24,949           5,166          480      30,595
Income (loss) before taxes on income    $ 43,146    $        854    $   (885)    $ 43,115

2019:
Interest income                         $ 62,614    $          -    $       -    $ 62,614
Interest expense                          19,328               -          154      19,482
Net interest income                       43,286               -        (154)      43,132
Provision for credit losses                  172               -            -         172
Noninterest income                         8,173           6,161        (352)      13,982
Noninterest expense                       26,397           5,423         

874 32,694 Income (loss) before taxes on income $ 24,890 $ 738 $ (1,380) $ 24,248






General. Our net income and income before taxes in the three months ended
September 30, 2020 were $30.9 million and $43.1 million, respectively, as
compared to $17.4 million and $24.2 million, respectively, in the three months
ended September 30, 2019. The $18.9 million increase in income before taxes was
the result of a $18.3 million increase in income before taxes for Banking, a
$0.1 million increase in income before taxes for Wealth Management and a $ 0.4
million decrease in corporate noninterest expenses. The increase in Banking was
due to higher net interest income, higher

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noninterest income and lower noninterest expenses. The increase in Wealth Management was due to lower noninterest expenses, offset partially by lower noninterest income.

The following table shows key operating results for each of our business segments for the nine months ended September 30:




                                                        Wealth
       (dollars in thousands)            Banking      Management       Other        Total
2020:
Interest income                         $ 185,961    $          -    $       -    $ 185,961
Interest expense                           40,899               -          130       41,029
Net interest income                       145,062               -        (130)      144,932
Provision for credit losses                 6,979               -            -        6,979
Noninterest income                         26,270          18,139      (1,124)       43,285
Noninterest expense                        76,235          16,735        1,434       94,404
Income (loss) before taxes on income    $  88,118    $      1,404    $ (2,688)    $  86,834

2019:
Interest income                         $ 186,466    $          -    $       -    $ 186,466
Interest expense                           60,132               -          268       60,400
Net interest income                       126,334               -        (268)      126,066
Provision for credit losses                 1,943               -            -        1,943
Noninterest income                         14,638          17,874        (934)       31,578
Noninterest expense                        78,785          16,508       

2,628 97,921 Income (loss) before taxes on income $ 60,244 $ 1,366 $ (3,830) $ 57,780






General. Our net income and income before taxes in the nine months ended
September 30, 2020 were $62.0 million and $86.8 million, respectively, as
compared to $41.0 million and $57.8 million, respectively, in the first nine
months of 2019. The $29.1 million increase in income before taxes was the result
of a $27.9 million increase in income before taxes for Banking, and a $1.2
million decrease in corporate noninterest expenses. The increase in Banking was
due to higher net interest income, higher noninterest income and lower
noninterest expenses, partially offset by a higher provision for credit losses.



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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 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:




                                                                  Quarter Ended September 30:
                                                        2020                                       2019
                                         Average                     Average        Average                     Average
      (dollars in thousands)            Balances      Interest     Yield /Rate     Balances      Interest     Yield /Rate
Interest-earning assets:
Loans                                  $ 5,644,646    $  55,231           3.91 %  $ 5,282,338    $  56,483           4.27 %
Securities                                 840,593        6,107           2.91 %      616,424        5,349           3.47 %

FHLB stock, fed funds, and deposits 329,311 353 0.43 % 86,839 782

           3.57 %
Total interest-earning assets            6,814,550       61,691           3.62 %    5,985,601       62,614           4.18 %
Noninterest-earning assets:
Nonperforming assets                        16,506                                     18,001
Other                                      186,751                                    206,065
Total assets                           $ 7,017,807                                $ 6,209,667
Interest-bearing liabilities:
Demand deposits                        $   425,674    $     369           0.35 %  $   370,681    $     897           0.96 %
Money market and savings                 1,805,284        3,071           0.68 %    1,194,714        3,946           1.31 %
Certificates of deposit                  1,538,377        4,548           1.18 %    1,988,265       11,832           2.36 %

Total interest-bearing deposits 3,769,335 7,988 0.84 % 3,553,660 16,675

           1.86 %
Borrowings                                 698,860        2,086           1.19 %      486,807        2,807           2.29 %

Total interest-bearing liabilities 4,468,195 10,074 0.90 % 4,040,467 19,482

           1.91 %
Noninterest-bearing liabilities:
Demand deposits                          1,832,709                                  1,508,290
Other liabilities                           75,555                                     72,424
Total liabilities                        6,376,459                                  5,621,181
Shareholders' equity                       641,348                                    588,486
Total liabilities and equity           $ 7,017,807                                $ 6,209,667
Net Interest Income                                   $  51,617                                  $  43,132
Net Interest Rate Spread                                                  2.72 %                                     2.27 %
Net Interest Margin                                                       3.03 %                                     2.89 %






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                                                               Nine Months Ended September 30:
                                                       2020                                       2019
                                        Average                     Average        Average                     Average
      (dollars in thousands)           Balances      Interest     Yield /Rate     Balances      Interest     Yield /Rate
Interest-earning assets:
Loans                                 $ 5,401,754    $ 165,249           4.08 %  $ 5,062,689    $ 166,828           4.40 %
Securities                                919,712       19,643           2.85 %      732,262       17,700           3.22 %

FHLB stock, fed funds and deposits 182,558 1,069 0.78 % 61,403 1,938

           4.22 %
Total interest-earning assets           6,504,024      185,961           3.81 %    5,856,354      186,466           4.25 %
Noninterest-earning assets:
Nonperforming assets                       13,095                                     15,123
Other                                     180,735                                    193,176
Total assets                          $ 6,697,854                                $ 6,064,653
Interest-bearing liabilities:
Demand deposits                       $   386,249        1,466           0.51 %  $   333,838        2,392           0.96 %
Money market and savings                1,554,295       10,595           0.91 %    1,181,657       10,972           1.24 %
Certificates of deposit                 1,815,252       21,487           1.58 %    2,004,574       35,055           2.34 %

Total interest-bearing deposits 3,755,796 33,548 1.19 % 3,520,069 48,419

           1.84 %
Borrowings                                730,763        7,481           1.37 %      640,267       11,981           2.50 %

Total interest-bearing liabilities 4,486,559 41,029 1.22 % 4,160,336 60,400

           1.94 %
Noninterest-bearing liabilities:
Demand deposits                         1,514,954                                  1,270,845
Other liabilities                          67,887                                     60,639
Total liabilities                       6,069,400                                  5,491,820
Stockholders' equity                      628,454                                    572,833
Total liabilities and equity          $ 6,697,854                                $ 6,064,653
Net Interest Income                                  $ 144,932                                  $ 126,066
Net Interest Rate Spread                                                 2.59 %                                     2.31 %
Net Interest Margin                                                      2.97 %                                     2.87 %




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 quarter and nine months
ended September 30, 2020, as compared to the quarter and nine months ended
September 30, 2019:




                                                 Quarter Ended                          Nine Months Ended
                                          September 30, 2020 vs. 2019             September 30, 2020 vs. 2019
                                          Increase (Decrease) due to              Increase (Decrease) due to
      (dollars in thousands)           Volume        Rate         Total       Volume         Rate         Total
Interest earned on:
Loans                                 $   3,699    $ (4,951)    $ (1,252)    $  10,790    $ (12,369)    $  (1,579)
Securities                                1,727        (969)          758        4,165       (2,222)         1,943
FHLB stock, fed funds and deposits          711      (1,140)        (429)        1,622       (2,491)         (869)
Total interest-earning assets             6,137      (7,060)        (923)  

    16,577      (17,082)         (505)
Interest paid on:
Demand deposits                             109        (637)        (528)          335       (1,262)         (927)
Money market and savings                  1,488      (2,363)        (875)        2,973       (3,350)         (377)
Certificates of deposit                 (2,313)      (4,971)      (7,284)      (3,040)      (10,527)      (13,567)
Borrowings                                  924      (1,645)        (721)        1,523       (6,023)       (4,500)

Total interest-bearing liabilities          208      (9,616)      (9,408)  

     1,791      (21,162)      (19,371)
Net interest income                   $   5,929    $   2,556    $   8,485    $  14,786    $    4,080    $   18,866




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Net interest income increased 20% from $43.1 million in the third quarter of
2019, to $51.6 million in the third quarter of 2020 due to a 14% increase in
interest-earning assets and an increase in the net interest rate spread. The net
interest rate spread increased from 2.27% in the third quarter of 2019 to 2.72%
in the third quarter of 2020 due to a decrease in the cost of interest-bearing
liabilities, from 1.91% in the third quarter of 2019, to 0.90% in the third
quarter of 2020, which was partially offset by a decrease in yield on
interest-earning assets, from 4.18% in the third quarter of 2019, to 3.62% in
the third quarter of 2020. The decrease in the cost of interest-bearing
liabilities was due to decreased costs of interest-bearing deposits, resulting
from decreases in deposit market rates, and decreased costs of borrowings, as
the average rate on FHLB advances and other overnight borrowings decreased from
2.29% in the third quarter of 2019 to 1.19% in the third quarter of 2020. The
yield on interest-earning assets decreased due to decreases in yields on loans
and securities and an increase in the proportion of lower yielding securities
and deposits to total interest-earning assets. The yield on loans decreased due
to accelerated payoffs of higher yielding loans during the last year and the
decrease in market rates, which resulted in lower rates on loans added to the
portfolio. The yield on securities decreased due to the purchase of $576 million
of securities in the third quarter of 2019 at current market rates, which were
lower than the overall yield realized in 2019. The average balance outstanding
under the holding company line of credit decreased from $10.5 million in the
third quarter of 2019 to $5.3 million in the third quarter of 2020, resulting in
a $0.1 million decrease in corporate interest expense.

Net interest income for Banking increased 15% from $126.3 million in the first
nine months of 2019, to $145.1 million in the first nine months of 2020 due
primarily to a 11% increase in interest-earning assets. On a consolidated basis
our net interest margin was 2.97% for the first nine months of 2020 as compared
to 2.87% in the first nine months of 2019. This increase was due to an increase
in the net interest rate spread, from 2.31% in the first nine months of 2019 to
2.59% in the first nine months of 2020. The increase in the net interest rate
spread was due to a decrease in the cost of interest-bearing liabilities, from
1.94% in the first nine months of 2019, to 1.22% in the first nine months of
2020, which was partially offset by a decrease in yield on total
interest-earning assets, from 4.25% in the first nine months of 2019, to 3.81%
in the first nine months of 2020. The decrease in the cost of interest-bearing
liabilities was due to decreased costs of interest-bearing deposits, resulting
from decreases in deposit market rates, and decreased costs of borrowings, as
the average rate on FHLB advances and other overnight borrowings decreased from
2.50% in the first nine months of 2019 to 1.37% in the first nine months of
2020. The yield on interest-earning assets decreased as new loans added to the
portfolio bear interest rates lower than the current portfolio rates, due to
decreases in market rates. The average balance outstanding under the holding
company line of credit decreased from $12.5 million in the first nine months of
2019 to $3.9 million in the first nine months of 2020.

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 at a level that we consider adequate in relation to
the estimated losses inherent in the loan portfolio. The provision for credit
losses 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
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 three and nine months ended September 30, 2020, we recorded provisions for
credit losses of $1.5 million and $7.0 million, respectively, as compared to
$0.2 million and $1.9 million, respectively, for the three and nine months ended
September 30, 2019. Net chargeoffs against the ACL were $0.1 million and $0.6
million for the three and nine months ended September 30, 2020, respectively, as
compared to net recoveries of $0.1 million and net chargeoffs of $0.4 for the
three and nine months ended September 30, 2019. The $7.0 million provision for
credit losses in the first nine months of 2020 was due to an $8.0 million
increase in the allowance for credit losses for investments. With the current
interest rate environment and the increase we have experienced in prepayment
speeds in our interest-only strip securities, this allowance represents the
change in expected cash flows on these securities. These increases were
partially offset by a decrease in the allowance for credit losses for loans,
which was a result of a decrease in loans held for investment, as $513 million
of loan balances were transferred to the held for sale category in preparation
for a securitization next year, as well as a change in the economic factor we
utilize for the CECL calculation.

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



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capital market activities and insurance commissions. The following table provides a breakdown of noninterest income for Banking for the three and nine months ended September 30, 2020 and 2019.






    (dollars in thousands)           2020        2019
Quarter Ended September 30:
Trust fees                         $  1,504    $  1,305
Loan related fees                       713       1,857
Deposit charges                         326         309
Gain on sale of loans                15,140       4,218
Consulting fees                          99          95
Other                                   194         389
Total noninterest income           $ 17,976    $  8,173

Nine Months Ended September 30:
Trust fees                         $  4,200    $  3,790
Loan related fees                     5,104       4,454
Deposit charges                         917         727
Gain on sale of loans                15,140       4,218
Consulting fees                         299         300
Other                                   610       1,149
Total noninterest income           $ 26,270    $ 14,638
Noninterest income for Banking in the three and nine months ended September 30,
2020 were $9.8 million and $11.6 million higher than the three and nine months
ended September 30, 2019, respectively, due to $15.1 million in gains on sales
of loans in the third quarter of 2020, as compared to $4.2 million in the third
quarter of 2019. Other loan fees decreased by $1.4 million in three months ended
September 30, 2020 when compared to the corresponding period in 2019, due to a
$1.3 million valuation allowance on mortgage servicing rights, which was due to
an increase in prepayment speeds.

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 and nine months ended
September 30, 2020 and 2019:




    (dollars in thousands)           2020        2019
Quarter Ended September 30:
Noninterest income                 $  6,020    $  6,161

Nine Months Ended September 30:
Noninterest income                 $ 18,139    $ 17,874




Noninterest income for Wealth Management decreased by $0.1 million in the third
quarter of 2020 when compared to the corresponding period in 2019 due primarily
to lower levels of billable AUM in the quarter. Noninterest income for Wealth
Management increased by $0.3 million in the first nine months of 2020 when
compared to the first nine months of 2019 due primarily to higher investment
management fees in the first quarter of 2020.



                                       34

  Table of Contents

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)             2020        2019        2020         2019
Quarter Ended September 30:
Compensation and benefits              $ 13,696    $ 12,613    $   3,897    $  4,185
Occupancy and depreciation                5,414       4,814          620         578

Professional services and marketing 1,595 1,173 544


     474
Customer service costs                    1,723       5,920            -           -
Other expenses                            2,521       1,877          105         186
Total noninterest expense              $ 24,949    $ 26,397    $   5,166    $  5,423

Nine Months Ended September 30:
Compensation and benefits              $ 42,376    $ 39,774    $  12,567    $ 12,549
Occupancy and depreciation               15,529      13,630        1,796   

1,716

Professional services and marketing 4,287 3,519 1,961


   1,702
Customer Service Costs                    5,717      13,592            -           -
Other expenses                            8,326       8,270          411         541
Total noninterest expense              $ 76,235    $ 78,785    $  16,735    $ 16,508




Noninterest expense in Banking decreased from $26.4 million in the third quarter
of 2019 to $25.0 million in the third quarter of 2020 primarily due to lower
customer service costs, which were partially offset by higher compensation and
benefits, and occupancy and depreciation expenses. The $4.2 million decrease in
customer service costs was due to decreases in the earnings credit rates paid on
deposit balances, as interest rates have declined. Compensation and benefits
were $1.1 million higher due to higher compensation costs and commission costs
related to higher production volume during 2020. Occupancy and depreciation
costs were $0.6 million higher due primarily to higher core processing costs
related to higher volumes and services added during 2020. Noninterest expenses
for Wealth Management decreased by $0.3 million in the third quarter of 2020,
when compared to the third quarter of 2019, due to lower compensation and
benefits expenses.



Noninterest expense in Banking decreased from $78.8 million in the first nine
months of 2019 to $76.2 million in the first nine months of 2020, due to a
decrease in customer service costs, which were partially offset by increases in
compensation and benefits, occupancy and depreciation, and professional services
and marketing. Customer service costs for Banking decreased from $13.6 million
in the first nine months of 2019 to $5.7 million in the first nine months of
2020 due to decreases in the earnings credit rates paid on the related deposit
balances, as interest rates declined during the first nine months of 2020.
Compensation and benefits for Banking increased $2.6 million during the first
nine months of 2020 as compared to the first nine months of 2019, due to salary
increases and an increase in the FTE in Banking, which increased to 431.1 in the
first nine months of 2020, from 422.7 in the first nine months of 2019, as a
result of the increased staffing related to additional personnel added to
support the growth in loans and deposits. The $1.9 million increase in occupancy
and depreciation for Banking in the first nine months of 2020 as compared to the
first nine months of 2019 were due to higher core processing costs related to
higher volumes and services added during 2019. Noninterest expenses for Wealth
Management increased by $0.2 million in the first nine months of 2020, when
compared to the first nine months of 2019, due to higher professional services
and marketing expenses. Professional services and marketing expenses were $0.3
million higher due to costs incurred on a legal matter in the first quarter

of
2020.



                                       35

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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
September 30, 2020:
Cash and cash equivalents                      $   282,502    $      2,117
  $      (1,636)    $   282,983
Securities AFS, net                                882,932               -                 -        882,932
Loans held for sale                                512,598               -                 -        512,598
Loans, net                                       4,591,140               -                 -      4,591,140
Premises and equipment                               7,510             619               136          8,265
FHLB Stock                                          17,250               -                 -         17,250
Deferred taxes                                       7,208             186             (237)          7,157

Goodwill and intangibles                            95,735               - 

               -         95,735
Other assets                                        68,481             332            15,065         83,878
Total assets                                   $ 6,465,356    $      3,254    $       13,328    $ 6,481,938

Deposits                                       $ 5,469,019    $          -    $      (5,206)    $ 5,463,813
Borrowings                                         260,000               -             9,000        269,000
Intercompany balances                               10,426         (1,397)           (9,029)              -
Other liabilities                                   48,687           3,186            19,316         71,189
Shareholders' equity                               677,224           1,465             (753)        677,936
Total liabilities and equity                   $ 6,465,356    $      3,254

$ 13,328 $ 6,481,938

December 31, 2019:
Cash and cash equivalents                      $    65,083    $      5,054    $      (4,750)    $    65,387
Securities AFS, net                              1,014,966               -                 -      1,014,966
Loans held for sale                                503,036               -                 -        503,036
Loans, net                                       4,526,833               -                 -      4,526,833
Premises and equipment                               7,561             658               136          8,355
FHLB Stock                                          21,519               -                 -         21,519
Deferred taxes                                      10,778             133               168         11,079

Goodwill and Intangibles                            97,191               - 

               -         97,191
Other assets                                        51,229             445            14,396         66,070
Total assets                                   $ 6,298,196    $      6,290    $        9,950    $ 6,314,436

Deposits                                       $ 4,902,958    $          -    $     (11,814)    $ 4,891,144
Borrowings                                         733,000               -            10,000        743,000
Intercompany balances                                3,111             469           (3,580)              -
Other liabilities                                   48,159           3,400            14,864         66,423
Shareholders' equity                               610,968           2,421               480        613,869
Total liabilities and equity                   $ 6,298,196    $      6,290
  $        9,950    $ 6,314,436




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. Banking has experienced and is expected to
continue to experience increases in its total assets as a result of our growth
strategy.

During the nine months ended September 30, 2020, total assets increased by $168
million primarily due to an increase in cash and cash equivalents and loans,
which was partially offset by a decrease in securities. During the nine months
ended September 30, 2020, securities decreased by $124 million primarily due to
payoffs of mortgage backed securities. Loans and loans held for sale increased
$77 million in the nine months ended September 30, 2020 as a result of $1.8
billion of originations, which were partially offset by payoffs or scheduled
payments of $1.1 billion and loan sales of

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$553 million. The $573 million growth in deposits during the nine months of 2020
included increases in specialty deposits of $564 million, branch deposits of
$353 million, and digital channel deposits of $329 million, which were partially
offset by a $674 million decrease in wholesale deposits. Borrowings decreased by
$474 million during the nine months ended September 30, 2020 as cash provided by
the increase in deposits, which exceeded the growth in our assets, was used to
pay down our borrowings at the Bank. At September 30, 2020 and
December 31, 2019, the outstanding balance on the holding company line of credit
was $9 million and $10 million, respectively.

Cash and cash equivalents, certificates of deposit and securities. Cash and cash
equivalents, which primarily consist of funds held at the Federal Reserve Bank
or at correspondent banks, including fed funds, increased by $218 million during
the nine months ended September 30, 2020. 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.

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
September 30, 2020:
Agency mortgage-backed securities       $   776,956    $ 21,237    $       -    $             -    $   798,193
Beneficial interest - FHLMC
securitization                               32,577         286            -            (8,049)         24,814
Corporate bonds                              57,000       1,321            -                  -         58,321
Other                                         1,505          99      -                        -          1,604
Total                                   $   868,038    $ 22,943    $       -    $       (8,049)    $   882,932

December 31, 2019:
Agency mortgage-backed securities       $   905,949    $  9,174    $   (146)    $             -    $   914,977
Beneficial interest - FHLMC
securitization                               47,586       1,801      (6,681)                  -         42,706
Corporate bonds                              54,000       1,834            -                  -         55,834
Other                                         1,386          63            -                  -          1,449
Total                                   $ 1,008,921    $ 12,872    $ (6,827)    $             -    $ 1,014,966

US Treasury Securities that are included in the table above are pledged as collateral to the State of California to meet regulatory requirements related to FFB's trust operations. Agency mortgage-backed securities are pledged as collateral as support for the Bank's obligations under loan sales and securitization agreements entered into from 2018 through 2020.

The scheduled maturities of securities September 30, 2020:






                          Less than      1 Through       5 Through        After

(dollars in thousands)      1 Year         5 years        10 Years      10

Years      Total
Amortized Cost:
Corporate bonds           $         -    $         -    $     57,000    $       -    $ 57,000
Other                             500              -           1,006            -       1,506
Total                     $       500    $         -    $     58,006    $       -    $ 58,506

Weighted average yield           1.76 %            - %          5.35 %          - %      5.32 %
Estimated Fair Value:
Corporate bonds           $         -    $         -    $     58,322    $       -    $ 58,322
Other                             505              -           1,100            -       1,605
Total                     $       505    $         -    $     59,422    $       -    $ 59,927




Agency mortgage-backed securities and beneficial interests in FHLMC
securitizations 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 and beneficial interests as of September 30, 2020 was
2.46%.

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  Table of Contents

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






                                                              September 30,       December 31,
                 (dollars in thousands)                            2020               2019
Outstanding principal balance:
Loans secured by real estate:
Residential properties:
Multifamily                                                  $      2,084,175    $     2,143,919
Single family                                                         818,436            871,181
Total real estate loans secured by residential properties           2,902,611          3,015,100
Commercial properties                                                 770,964            834,042
Land                                                                   57,722             70,257
Total real estate loans                                             3,731,297          3,919,399
Commercial and industrial loans                                       858,744            600,213
Consumer loans                                                         18,399             16,273
Total loans                                                         4,608,440          4,535,885
Premiums, discounts and deferred fees and expenses                      6,883             11,748
Total                                                        $      4,615,323    $     4,547,633

Loans and loans held for sale increased $77 million during the nine months ended September 30, 2020 as a result of $1.8 billion of originations, which were partially offset by payoffs or scheduled payments of $1.1 billion, and $553 million of loan sales.

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






                                September 30, 2020              December 31, 2019
                                             Weighted                       Weighted
 (dollars in thousands)       Amount       Average Rate      Amount       Average Rate
Demand deposits:
Noninterest-bearing         $ 1,890,028               -    $ 1,192,481               -
Interest-bearing                396,938           0.255 %      386,276           0.635 %
Money market and savings      1,922,264           0.634 %    1,334,736           1.355 %
Certificates of deposits      1,254,583           0.902 %    1,977,651           1.971 %
Total                       $ 5,463,813           0.449 %  $ 4,891,144           1.217 %




During the first nine months of 2020, our deposit rates have moved in a manner
consistent with overall deposit market rates. The weighted average rate of our
interest-bearing deposits decreased from 1.61% at December 31, 2019 to 0.69% at
September 30, 2020 due to decreased costs of interest-bearing deposits, while
the weighted average interest rates of both interest-bearing and
noninterest-bearing deposits have decreased from 1.22% at December 31, 2019 to
0.45% at September 30, 2020. The financial impact of the increase in
noninterest-bearing deposits is reflected in customer service costs, which are
included in noninterest expenses.

The maturities of our certificates of deposit of $100,000 or more were as follows as of September 30, 2020:






    (dollars in thousands)
3 months or less                   $ 249,794
Over 3 months through 6 months       216,798
Over 6 months through 12 months      163,605
Over 12 months                        17,626
Total                              $ 647,823

From time to time, the Bank will utilize brokered deposits as a source of funding. As of September 30, 2020, the Bank held $534 million of deposits which are classified as brokered deposits.



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Table of Contents


Borrowings. At September 30, 2020, our borrowings consisted of $250 million in
FHLB term advances at the Bank, $10 million in FHLB zero interest advances, and
$9 million of borrowings under a holding company line of credit. At
December 31, 2019, our borrowings consisted of $233 million of overnight FHLB
advances at the Bank, a $500 million FHLB term advance at the Bank, and $10
million of borrowings under a holding company line of credit. The $250 million
FHLB term advance outstanding at September 30, 2020 matures in March 2021 and
bears an interest rate of 0.47%. Because FFB generally utilizes overnight
borrowings, the balance of outstanding borrowings may fluctuate on a daily
basis. The average balance of FHLB advances outstanding during the nine months
ended September 30, 2020 was $727 million, as compared to $640 million for the
nine months ended September 30, 2019. The weighted average interest rate on
these borrowings was 1.35% for the nine months ended September 30, 2020 as
compared to 2.50% for the nine months ended September 30, 2019. The maximum
amount of borrowings at the Bank outstanding at any month-end during the nine
months ended September 30, 2020 and during all of 2019 was $865 million and $956
million, respectively.

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
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
September 30, 2020:
Real estate loans:
Residential properties             $          -    $         24    $  1,922    $     12,532    $          14,478    $ 2,888,133    $ 2,902,611
Commercial properties                       722             215           -           1,738                2,675        768,289        770,964
Land                                        411               -           -               -                  411         57,311         57,722

Commercial and industrial loans             442           1,038         481

          6,306                8,267        850,477        858,744
Consumer loans                                -               -           -              16                   16         18,383         18,399
Total                              $      1,575    $      1,277    $  2,403    $     20,592    $          25,847    $ 4,582,593    $ 4,608,440

Percentage of total loans                  0.03 %          0.03 %      0.05 %          0.45 %               0.56 %
December 31, 2019:
Real estate loans:
Residential properties             $         89    $         13    $      -    $      1,743    $           1,845    $ 3,013,255    $ 3,015,100
Commercial properties                     7,586               -         403           2,410               10,399        823,643        834,042
Land                                          -               -           -               -                    -         70,257         70,257

Commercial and industrial loans             695           2,007           -

          8,714               11,416        588,797        600,213
Consumer loans                               22               3           -               -                   25         16,248         16,273
Total                              $      8,392    $      2,023    $    403    $     12,867    $          23,685    $ 4,512,200    $ 4,535,885

Percentage of total loans                  0.19 %          0.04 %      0.01 %          0.28 %               0.52 %




The following table presents the composition of TDRs by accrual and nonaccrual
status as of:




                                             September 30, 2020                      December 31, 2019
     (dollars in thousands)          Accrual      Nonaccrual      Total     Accrual      Nonaccrual      Total
Residential real estate loans        $  1,200    $          -    $ 1,200    $  1,200    $          -    $ 1,200
Commercial real estate loans            1,127           1,303      2,430       1,188           2,166      3,354
Commercial and industrial loans         1,014           3,439      4,453   

     557           2,972      3,529
Total                                $  3,341    $      4,742    $ 8,083    $  2,945    $      5,138    $ 8,083

These loans were classified as a TDR as a result of a reduction in required principal payments, reductions in rates and/or an extension of the maturity date of the loans.



                                       39

  Table of Contents

The following is a breakdown of our loan portfolio by the risk category of loans
as of:




                                                                                             Loans Individually
      (dollars in thousands)             Pass         Special Mention      Substandard          Evaluated             Total
September 30, 2020:
Real estate loans:
Residential properties                $ 2,887,890    $             990    $          17    $             13,714    $ 2,902,611
Commercial properties                     740,035               12,840            6,216                  11,873        770,964
Land                                       57,311                  411                -                       -         57,722

Commercial and industrial loans           839,377                8,260     

      3,787                   7,320        858,744
Consumer loans                             18,383                    -                -                      16         18,399
Total                                 $ 4,542,996    $          22,501    $      10,020    $             32,923    $ 4,608,440

December 31, 2019:
Real estate loans:
Residential properties                $ 3,012,203    $               -    $           -    $              2,897    $ 3,015,100
Commercial properties                     821,425                  679            5,249                   6,689        834,042
Land                                       69,476                    -              781                       -         70,257

Commercial and industrial loans           579,153                8,202     

      3,542                   9,316        600,213
Consumer loans                             16,273                    -                -                       -         16,273
Total                                 $ 4,498,530    $           8,881    $       9,572    $             18,902    $ 4,535,885

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






                                          Beginning      Adoption of      Provision for                                       Ending
       (dollars in thousands)              Balance         ASC 326        Credit Losses      Charge-offs      Recoveries      Balance
Quarter ended September 30, 2020:
Real estate loans:
Residential properties                   $      6,756   $           -    $       (3,791)    $           -    $          -    $   2,965
Commercial properties                           9,311               -                336                -               -        9,647
Land                                            3,368               -            (2,211)                -               -        1,157

Commercial and industrial loans                 8,488               -      

       1,831            (338)             222       10,203
Consumer loans                                    206               -                  5                -               -          211
Total                                    $     28,129   $           -    $       (3,830)    $       (338)    $        222    $  24,183

Nine months ended September 30, 2020:
Real estate loans:
Residential properties                   $      8,423   $       (363)    $       (5,095)    $           -    $          -    $   2,965
Commercial properties                           4,166         (3,760)              9,241                -               -        9,647
Land                                              573            (92)                676                -               -        1,157

Commercial and industrial loans                 7,448               -      

       3,362          (1,393)             786       10,203
Consumer loans                                    190               -                 21                -               -          211
Total                                    $     20,800   $     (4,215)    $         8,205    $     (1,393)    $        786    $  24,183

Year ended December 31, 2019:
Real estate loans:
Residential properties                   $      9,216   $           -    $         (793)    $           -    $          -    $   8,423
Commercial properties                           4,547               -              (381)                -               -        4,166
Land                                              391               -                182                -               -          573

Commercial and industrial loans                 4,628               -      

       3,653          (2,687)           1,854        7,448
Consumer loans                                    218               -               (24)              (5)               1          190
Total                                    $     19,000   $           -    $         2,637    $     (2,692)    $      1,855    $  20,800




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  Table of Contents

Including PCD loans, our ACL related to loans represented 0.52% and 0.49% of total loans outstanding as of September 30, 2020 and December 31, 2019, respectively.



The amount of the ACL is adjusted periodically by charges to operations
(referred to in our income statement as the "provision for credit losses")
(i) to replenish the ACL after it has been reduced due to loan write-downs or
charge-offs, (ii) to reflect increases in the volume of outstanding loans, and
(iii) to take account of changes in the risk of potential credit losses due to a
deterioration in the condition of borrowers, or in the value of property
securing non-performing loans, or adverse changes in economic conditions. The
amounts of the provisions we make for credit losses are based on our estimate of
losses in our loan portfolio. In estimating such losses, we use economic and
loss migration models that are based on bank regulatory guidelines and industry
standards, and our historical charge-off experience and loan delinquency rates,
local and national economic conditions, a borrower's ability to repay its
borrowings, and the value of any property collateralizing the loan, as well as a
number of subjective factors. However, these determinations involve judgments
about changes and trends in current economic conditions and other events that
can affect the ability of borrowers to meet their loan obligations to us and a
weighting among the quantitative and qualitative factors we consider in
determining the sufficiency of the ACL. Moreover, the duration and anticipated
effects of prevailing economic conditions or trends can be uncertain and can be
affected by a number of risks and circumstances that are outside of our control.
If changes in economic or market conditions or unexpected subsequent events were
to occur, or if changes were made to bank regulatory guidelines or industry
standards that are used to assess the sufficiency of the ACL, it could become
necessary for us to incur additional, and possibly significant, charges to
increase the ACL, which would have the effect of reducing our income.

In addition, the Federal Deposit Insurance Corporation ("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 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:






                                                                                Purchased                       Unaccreted Credit
                                              Evaluated for Impairment            Credit                             Component
        (dollars in thousands)             Individually      Collectively      Deteriorated        Total            Other Loans

September 30, 2020:
Allowance for credit losses:
Real estate loans:
Residential properties                    $            7     $       2,954    $            4    $     2,965    $
Commercial properties                                 98             9,268               281          9,647
Land                                                   -             1,157                 -          1,157

Commercial and industrial loans                    1,095             9,102 

               6         10,203
Consumer loans                                         -               211                 -            211
Total                                     $        1,200     $      22,692    $          291    $    24,183    $
Loans:
Real estate loans:
Residential properties                    $       13,714     $   2,888,609    $          288    $ 2,902,611    $
Commercial properties                             11,873           753,578             5,513        770,964
Land                                                   -            57,722                 -         57,722
Commercial and industrial loans                    7,320           851,119               305        858,744
Consumer loans                                        16            18,383                 -         18,399
Total                                     $       32,923     $   4,569,411    $        6,106    $ 4,608,440    $




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  Table of Contents


                                                        Allowance for Credit Losses                     Unaccreted Credit
                                             Evaluated for Impairment                                       Component
       (dollars in thousands)             Individually      Collectively       PCI         Total           Other Loans
December 31, 2019:
Allowance for credit losses:
Real estate loans:
Residential properties                   $            -     $       8,423    $     -    $     8,423    $              1,013
Commercial properties                               107             4,059          -          4,166                   1,048
Land                                                  -               573          -            573                       6

Commercial and industrial loans                     763             6,685  

       -          7,448                     277
Consumer loans                                        -               190          -            190                       1
Total                                    $          870     $      19,930    $     -    $    20,800    $              2,345
Loans:
Real estate loans:
Residential properties                   $        2,897     $   3,012,203    $     -    $ 3,015,100    $            189,339
Commercial properties                             6,689           824,026      3,327        834,042                 201,370
Land                                                  -            69,476        781         70,257                  28,660

Commercial and industrial loans                   9,316           590,489  

     408        600,213                  24,143
Consumer loans                                        -            16,273          -         16,273                     253
Total                                    $       18,902     $   4,512,467    $ 4,516    $ 4,535,885    $            443,765




The column labeled "Unaccreted Credit Component Other Loans" represents the
amount of unaccreted credit component discount for the other loans acquired in
acquisitions, and the stated principal balance of the related loans. The
discount is equal to 0.53% of the stated principal balance on these loans as of
December 31, 2019. In addition to this unaccreted credit component discount, an
additional $0.3 million of the ACL was provided for these loans as of
December 31, 2019.

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
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 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 $2.2 billion at September 30, 2020.

Cash Flows Provided by Operating Activities. During the nine months ended
September 30, 2020, operating activities provided net cash of $50 million,
primarily due to net income of $62 million, $7 million in provisions for credit
losses, and a net decrease of $5 million in other liabilities, partially offset
by a net increase of $5 million in other assets and $4 million in amortization
of premiums on purchased loans. During the nine months ended September 30, 2019,
operating activities provided net cash of $47 million, comprised primarily of
our net income of $41 million.

Cash Flows Used in Investing Activities. During the nine months ended
September 30, 2020, investing activities provided net cash of $92 million,
primarily from proceeds from sales of loans of $578 million and $197 million in
cash received in principal collection and maturities of securities, offset
partially by a $625 million net increase in loans and $61 million in securities
purchases. During the nine months ended September 30, 2019, investing activities
used net cash of $269 million, primarily to fund a $628 million net increase in
loans and $577 million in securities purchases, offset partially

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by $357 million in cash received in proceeds from the sale, principal collection, and maturities of securities and $574 million in proceeds from the sale of securities.



Cash Flow Provided by Financing Activities. During the nine months ended
September 30, 2020, financing activities provided net cash of $76 million,
consisting primarily of a net increase of $573 million in deposits, offset
partially by a $474 million decrease in FHLB advances, $9 million in dividends
paid, and $11 million in the settlement of a swap transaction. During the nine
months ended September 30, 2019, financing activities provided net cash of $423
million, consisting primarily of a net increase of $638 million in deposits,
offset partially by a $203 million decrease in FHLB advances, and $20 million
cash paid in the settlement of a swap transaction.

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 September 30, 2020 and
December 31, 2019, the loan-to-deposit ratios at FFB were 94%, and 103%,
respectively.

Off-Balance Sheet Arrangements

The following table provides the off-balance sheet arrangements of the Company as of September 30, 2020:






                 (dollars in thousands)
Commitments to fund new loans                                $  37,739

Commitments to fund under existing loans, lines of credit 515,536 Commitments under standby letters of credit

                     16,305




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
September 30, 2020, FFB was obligated on $283 million of letters of credit to
the FHLB which were being used as collateral for public fund deposits, including
$263 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 correct 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.

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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
September 30, 2020:
CET1 capital ratio                 $ 569,234     10.96 %  $   233,748      4.50 %
Tier 1 leverage ratio                569,234      8.21 %      277,495      4.00 %

Tier 1 risk-based capital ratio      569,234     10.96 %      311,664      6.00 %
Total risk-based capital ratio       592,879     11.41 %      415,553     

8.00 %

December 31, 2019:
CET1 capital ratio                 $ 513,083     10.65 %  $   216,782      4.50 %
Tier 1 leverage ratio                513,083      8.25 %      248,798      4.00 %

Tier 1 risk-based capital ratio      513,083     10.65 %      289,043      6.00 %
Total risk-based capital ratio       537,048     11.15 %      385,390     

8.00 %

              FFB
September 30, 2020:
CET1 capital ratio                 $ 568,476     10.98 %  $   233,023      4.50 %  $      336,588         6.50 %
Tier 1 leverage ratio                568,476      8.21 %      276,824      4.00 %         346,030         5.00 %

Tier 1 risk-based capital ratio      568,476     10.98 %      310,697      6.00 %         414,263         8.00 %
Total risk-based capital ratio       592,121     11.43 %      414,263     

8.00 %         517,828        10.00 %

December 31, 2019:
CET1 capital ratio                 $ 510,142     10.62 %  $   216,063      4.50 %  $      312,091         6.50 %
Tier 1 leverage ratio                510,142      8.22 %      248,119      4.00 %         310,148         5.00 %

Tier 1 risk-based capital ratio      510,142     10.62 %      288,084      6.00 %         384,112         8.00 %
Total risk-based capital ratio       534,107     11.12 %      384,112     

8.00 %         480,140        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.

As of September 30, 2020, FFI had $16.1 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 September 30, 2020, the amount of capital at FFB in excess of amounts
required to be well capitalized for purposes of the prompt corrective action
regulations was $232 million for the CET1 capital ratio, $222 million for the
Tier 1 Leverage Ratio, $154 million for the Tier 1 risk-based capital ratio and
$74 million for the Total risk-based capital ratio.

The Company paid a quarterly cash dividend of $0.07 per common share in each of
the first three quarters of 2020. It is our current intention to continue to pay
quarterly dividends. 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, 2019. 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 $8.9 million in dividends ($0.20 per share) in

2019.

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We had no material commitments for capital expenditures as of
September 30, 2020. 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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