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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated filer
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¨
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Accelerated filer
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1 –
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Item 2 –
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Item 3 –
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Item 4 –
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Item 1 –
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Item 1A –
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Item 2 –
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Item 3 –
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Item 4 –
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Item 5 –
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Item 6 –
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i.
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the ability of the Company to successfully integrate the branches its wholly owned bank subsidiary, Banc of California, N.A. (the Bank), acquired from Banco Popular North America (BPNA or Banco Popular);
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ii.
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risks that the Company’s merger and acquisition activities, including but not limited to the recent acquisition of the BPNA branches and the acquisitions of The Private Bank of California (PBOC), The Palisades Group, LLC and CS Financial, Inc., as well as the merger of the Company’s subsidiary banks, may disrupt current plans and operations and lead to difficulties in customer and employee retention, risks that the amount of the costs, fees, expenses and charges related to these transactions could be significantly higher than anticipated and risks that the expected revenues, cost savings, synergies and other benefits of these transactions might not be realized to the extent anticipated, within the anticipated timetables, or at all;
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iii.
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risks that funds obtained from capital raising activities will not be utilized efficiently or effectively;
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iv.
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a worsening of current economic conditions, as well as turmoil in the financial markets;
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v.
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the credit risks of lending activities, which may be affected by deterioration in real estate markets and the financial condition of borrowers, may lead to increased loan and lease delinquencies, losses and nonperforming assets in our loan and lease portfolio, and may result in our allowance for loan and lease losses not being adequate to cover actual losses and require us to materially increase our loan and lease loss reserves;
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vi.
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the quality and composition of our securities portfolio;
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vii.
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changes in general economic conditions, either nationally or in our market areas, or financial markets;
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viii.
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continuation of the historically low short-term interest rate environment, changes in the levels of general interest rates, and the relative differences between short- and long-term interest rates, deposit interest rates, our net interest margin and funding sources;
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ix.
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fluctuations in the demand for loans and leases, the number of unsold homes and other properties and fluctuations in commercial and residential real estate values in our market area;
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x.
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results of examinations of us by regulatory authorities and the possibility that any such regulatory authority may, among other things, require us to increase our allowance for loan and lease losses, write-down asset values, increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings;
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xi.
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legislative or regulatory changes that adversely affect our business, including changes in regulatory capital or other rules;
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xii.
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our ability to control operating costs and expenses;
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xiii.
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staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges;
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xiv.
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errors in our estimates in determining fair value of certain of our assets, which may result in significant declines in valuation;
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xv.
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the network and computer systems on which we depend could fail or experience a security breach;
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xvi.
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our ability to attract and retain key members of our senior management team;
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xvii.
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costs and effects of litigation, including settlements and judgments;
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xviii.
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increased competitive pressures among financial services companies;
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xix.
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changes in consumer spending, borrowing and saving habits;
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xx.
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adverse changes in the securities markets;
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xxi.
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earthquake, fire or other natural disasters affecting the condition of real estate collateral;
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xxii.
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the availability of resources to address changes in laws, rules or regulations or to respond to regulatory actions;
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xxiii.
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inability of key third-party providers to perform their obligations to us;
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xxiv.
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changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board or their application to our business, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;
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xxv.
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war or terrorist activities; and
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xxvi.
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other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described in this report and from time to time in other documents that we file with or furnish to the SEC, including, without limitation, the risks described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.
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March 31,
2015 |
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December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
14,004
|
|
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$
|
14,364
|
|
Interest-bearing deposits
|
251,398
|
|
|
216,835
|
|
||
Total cash and cash equivalents
|
265,402
|
|
|
231,199
|
|
||
Time deposits in financial institutions
|
1,900
|
|
|
1,900
|
|
||
Securities available for sale, at fair value
|
393,586
|
|
|
345,695
|
|
||
Loans held for sale, carried at fair value
|
355,746
|
|
|
278,749
|
|
||
Loans held for sale, carried at lower of cost or fair value
|
885,196
|
|
|
908,341
|
|
||
Loans and leases receivable, net of allowance of $29,345 at March 31, 2015 and $29,480 at December 31, 2014
|
3,904,370
|
|
|
3,919,642
|
|
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Federal Home Loan Bank and other bank stock, at cost
|
39,844
|
|
|
42,241
|
|
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Servicing rights, net ($21,165 and $13,135 measured at fair value at March 31, 2015 and December 31, 2014, respectively)
|
21,829
|
|
|
13,619
|
|
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Servicing rights held for sale, carried at fair value
|
—
|
|
|
5,947
|
|
||
Accrued interest receivable
|
14,970
|
|
|
15,113
|
|
||
Other real estate owned, net
|
498
|
|
|
423
|
|
||
Premises, equipment, and capital leases, net
|
78,285
|
|
|
78,685
|
|
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Bank-owned life insurance
|
19,154
|
|
|
19,095
|
|
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Goodwill
|
31,591
|
|
|
31,591
|
|
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Affordable housing fund investment
|
4,577
|
|
|
4,737
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|
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Deferred income tax
|
14,157
|
|
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16,373
|
|
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Other intangible assets, net
|
23,708
|
|
|
25,252
|
|
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Other assets
|
42,542
|
|
|
32,695
|
|
||
Total Assets
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$
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6,097,355
|
|
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$
|
5,971,297
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Noninterest-bearing deposits
|
$
|
749,129
|
|
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$
|
662,295
|
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Interest-bearing deposits
|
4,112,863
|
|
|
4,009,536
|
|
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Total deposits
|
4,861,992
|
|
|
4,671,831
|
|
||
Advances from Federal Home Loan Bank
|
545,000
|
|
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633,000
|
|
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Other borrowings
|
15,000
|
|
|
—
|
|
||
Notes payable, net
|
92,668
|
|
|
93,569
|
|
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Reserve for loss on repurchased loans
|
8,432
|
|
|
8,303
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|
||
Income taxes payable
|
4,488
|
|
|
56
|
|
||
Accrued expenses and other liabilities
|
55,615
|
|
|
61,223
|
|
||
Total liabilities
|
5,583,195
|
|
|
5,467,982
|
|
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Commitments and contingent liabilities
|
|
|
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||||
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized:
|
|
|
|
||||
Series A, non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 32,000 shares authorized, 32,000 shares issued and outstanding at March 31, 2015 and December 31, 2014
|
31,934
|
|
|
31,934
|
|
||
Series B, non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 10,000 shares authorized, 10,000 shares issued and outstanding at March 31, 2015 and December 31, 2014
|
10,000
|
|
|
10,000
|
|
||
Series C, 8.00% non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 40,250 shares authorized, 40,250 shares issued and outstanding at March 31, 2015 and December 31, 2014
|
37,943
|
|
|
37,943
|
|
||
Common stock, $0.01 par value per share, 446,863,844 shares authorized; 36,702,222 shares issued and 35,063,199 shares outstanding at March 31, 2015; 35,829,763 shares issued and 34,190,740 shares outstanding at December 31, 2014
|
367
|
|
|
358
|
|
||
Class B non-voting non-convertible common stock, $0.01 par value per share, 3,136,156 shares authorized; 11 shares issued and outstanding at March 31, 2015 and 609,195 shares issued and outstanding at December 31, 2014
|
—
|
|
|
6
|
|
||
Additional paid-in capital
|
424,636
|
|
|
422,910
|
|
||
Retained earnings
|
36,880
|
|
|
29,589
|
|
||
Treasury stock, at cost (1,639,023 shares of common stock at March 31, 2015 and December 31, 2014)
|
(29,798
|
)
|
|
(29,798
|
)
|
||
Accumulated other comprehensive income, net
|
2,198
|
|
|
373
|
|
||
Total stockholders’ equity
|
514,160
|
|
|
503,315
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,097,355
|
|
|
$
|
5,971,297
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Interest and dividend income
|
|
|
|
||||
Loans, including fees
|
$
|
58,155
|
|
|
$
|
41,530
|
|
Securities
|
1,927
|
|
|
924
|
|
||
Dividends and other interest-earning assets
|
698
|
|
|
322
|
|
||
Total interest and dividend income
|
60,780
|
|
|
42,776
|
|
||
Interest expense
|
|
|
|
||||
Deposits
|
6,361
|
|
|
5,735
|
|
||
Federal Home Loan Bank advances
|
353
|
|
|
100
|
|
||
Notes payable and other interest-bearing liabilities
|
2,069
|
|
|
1,756
|
|
||
Total interest expense
|
8,783
|
|
|
7,591
|
|
||
Net interest income
|
51,997
|
|
|
35,185
|
|
||
Provision for loan and lease losses
|
—
|
|
|
1,929
|
|
||
Net interest income after provision for loan and lease losses
|
51,997
|
|
|
33,256
|
|
||
Noninterest income
|
|
|
|
||||
Customer service fees
|
910
|
|
|
253
|
|
||
Loan servicing (loss) income
|
(442
|
)
|
|
1,253
|
|
||
Income from bank owned life insurance
|
59
|
|
|
47
|
|
||
Net (loss) gain on sale of securities available for sale
|
(2
|
)
|
|
507
|
|
||
Net gain on sale of loans
|
4,472
|
|
|
2,603
|
|
||
Net revenue on mortgage banking activities
|
37,933
|
|
|
17,324
|
|
||
Advisory service fees
|
1,197
|
|
|
1,110
|
|
||
Loan brokerage income
|
1,141
|
|
|
1,911
|
|
||
Other income
|
712
|
|
|
270
|
|
||
Total noninterest income
|
45,980
|
|
|
25,278
|
|
||
Noninterest expense
|
|
|
|
||||
Salaries and employee benefits
|
49,771
|
|
|
34,681
|
|
||
Occupancy and equipment
|
9,771
|
|
|
8,537
|
|
||
Professional fees
|
3,435
|
|
|
3,865
|
|
||
Data processing
|
1,835
|
|
|
791
|
|
||
Advertising
|
912
|
|
|
1,075
|
|
||
Regulatory assessments
|
1,354
|
|
|
941
|
|
||
Loan servicing and foreclosure expense
|
319
|
|
|
175
|
|
||
Valuation allowance for other real estate owned
|
22
|
|
|
—
|
|
||
Net gain on sales of other real estate owned
|
(17
|
)
|
|
—
|
|
||
Provision for loan repurchases
|
845
|
|
|
571
|
|
||
Amortization of intangible assets
|
1,544
|
|
|
939
|
|
||
All other expense
|
6,088
|
|
|
6,019
|
|
||
Total noninterest expense
|
75,879
|
|
|
57,594
|
|
||
Income before income taxes
|
22,098
|
|
|
940
|
|
||
Income tax expense
|
9,524
|
|
|
191
|
|
||
Net income
|
12,574
|
|
|
749
|
|
||
Preferred stock dividends
|
910
|
|
|
910
|
|
||
Net income (loss) available to common stockholders
|
$
|
11,664
|
|
|
$
|
(161
|
)
|
Basic earnings (loss) per common share
|
$
|
0.30
|
|
|
$
|
(0.01
|
)
|
Diluted earnings (loss) per common share
|
$
|
0.29
|
|
|
$
|
(0.01
|
)
|
Basic earnings (loss) per class B common share
|
$
|
0.30
|
|
|
$
|
(0.01
|
)
|
Diluted earnings (loss) per class B common share
|
$
|
0.30
|
|
|
$
|
(0.01
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Net income
|
$
|
12,574
|
|
|
$
|
749
|
|
Other comprehensive income, net of tax:
|
|
|
|
||||
Unrealized gain on available for sale securities:
|
|
|
|
||||
Unrealized gain arising during the period
|
1,928
|
|
|
1,023
|
|
||
Reclassification adjustment for loss (gain) included in net income
|
1
|
|
|
(507
|
)
|
||
Total change in unrealized gain on available for sale securities
|
1,929
|
|
|
516
|
|
||
Unrealized loss on cash flow hedge:
|
|
|
|
||||
Unrealized loss arising during the period
|
(104
|
)
|
|
(217
|
)
|
||
Total change in unrealized loss on cash flow hedge
|
(104
|
)
|
|
(217
|
)
|
||
Total other comprehensive income
|
1,825
|
|
|
299
|
|
||
Comprehensive income
|
$
|
14,399
|
|
|
$
|
1,048
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-
in Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
||||||||||||||||||||||||||
|
Series A
|
|
Series B
|
|
Series C
|
|
Voting
|
|
Class B Non-Voting
|
|
|
|
|
|
Total
|
||||||||||||||||||||||||
Balance at December 31, 2013
|
$
|
31,934
|
|
|
$
|
10,000
|
|
|
$
|
37,943
|
|
|
$
|
210
|
|
|
$
|
6
|
|
|
$
|
256,306
|
|
|
$
|
16,820
|
|
|
$
|
(27,911
|
)
|
|
$
|
(600
|
)
|
|
$
|
324,708
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
749
|
|
|
—
|
|
|
—
|
|
|
749
|
|
||||||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
299
|
|
|
299
|
|
||||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
||||||||||
Capital raise cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
||||||||||
Repurchase of 7,562 shares of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
||||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
757
|
|
||||||||||
Issuance of stock awards from treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(282
|
)
|
|
—
|
|
|
282
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares purchased under the Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|
(202
|
)
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||||||
Stock option compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
||||||||||
Restricted stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
824
|
|
||||||||||
Dividends declared ($0.12 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,228
|
)
|
|
—
|
|
|
—
|
|
|
(2,228
|
)
|
||||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(910
|
)
|
|
—
|
|
|
—
|
|
|
(910
|
)
|
||||||||||
Balance at March 31, 2014
|
$
|
31,934
|
|
|
$
|
10,000
|
|
|
$
|
37,943
|
|
|
$
|
211
|
|
|
$
|
6
|
|
|
$
|
258,861
|
|
|
$
|
14,229
|
|
|
$
|
(27,726
|
)
|
|
$
|
(301
|
)
|
|
$
|
325,157
|
|
Balance at December 31, 2014
|
$
|
31,934
|
|
|
$
|
10,000
|
|
|
$
|
37,943
|
|
|
$
|
358
|
|
|
$
|
6
|
|
|
$
|
422,910
|
|
|
$
|
29,589
|
|
|
$
|
(29,798
|
)
|
|
$
|
373
|
|
|
$
|
503,315
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,574
|
|
|
—
|
|
|
—
|
|
|
12,574
|
|
||||||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,825
|
|
|
1,825
|
|
||||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
(6
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Stock option compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
||||||||||
Restricted stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,528
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,528
|
|
||||||||||
Stock appreciation right expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||||||
Restricted stock surrendered due to employee tax liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
||||||||||
Tax effect of dividends paid on unvested equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||||||||
Shares purchased under the Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
(179
|
)
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
||||||||||
Stock appreciation right dividend equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(173
|
)
|
|
—
|
|
|
—
|
|
|
(173
|
)
|
||||||||||
Dividends declared ($0.12 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,021
|
)
|
|
—
|
|
|
—
|
|
|
(4,021
|
)
|
||||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(910
|
)
|
|
—
|
|
|
—
|
|
|
(910
|
)
|
||||||||||
Balance at March 31, 2015
|
$
|
31,934
|
|
|
$
|
10,000
|
|
|
$
|
37,943
|
|
|
$
|
367
|
|
|
$
|
—
|
|
|
$
|
424,636
|
|
|
$
|
36,880
|
|
|
$
|
(29,798
|
)
|
|
$
|
2,198
|
|
|
$
|
514,160
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
12,574
|
|
|
$
|
749
|
|
Adjustments to reconcile net income to net cash used in operating activities
|
|
|
|
||||
Provision for loan and lease losses
|
—
|
|
|
1,929
|
|
||
Provision for loan repurchases
|
845
|
|
|
571
|
|
||
Net revenue on mortgage banking activities
|
(37,933
|
)
|
|
(17,324
|
)
|
||
Net gain on sale of loans
|
(4,472
|
)
|
|
(2,603
|
)
|
||
Net amortization (accretion) of securities
|
224
|
|
|
229
|
|
||
Depreciation on premises and equipment
|
2,182
|
|
|
1,562
|
|
||
Amortization of intangibles
|
1,544
|
|
|
939
|
|
||
Amortization of debt issuance cost
|
245
|
|
|
96
|
|
||
Stock option compensation expense
|
123
|
|
|
99
|
|
||
Stock award compensation expense
|
1,528
|
|
|
824
|
|
||
Stock appreciation right expense
|
42
|
|
|
—
|
|
||
Bank owned life insurance income
|
(59
|
)
|
|
(47
|
)
|
||
Net loss (gain) on sale of securities available for sale
|
2
|
|
|
(507
|
)
|
||
Gain on sale of other real estate owned
|
(17
|
)
|
|
—
|
|
||
Deferred income tax expense
|
1,191
|
|
|
—
|
|
||
Loss on sale or disposal of property and equipment
|
—
|
|
|
119
|
|
||
Increase in valuation allowances on other real estate owned
|
22
|
|
|
—
|
|
||
Repurchase of mortgage loans
|
(2,663
|
)
|
|
—
|
|
||
Originations of loans held for sale from mortgage banking
|
(1,007,720
|
)
|
|
(511,451
|
)
|
||
Originations of other loans held for sale
|
(257,460
|
)
|
|
(373,002
|
)
|
||
Proceeds from sales of and principal collected on loans held for sale from mortgage banking
|
948,675
|
|
|
548,284
|
|
||
Proceeds from sales of and principal collected on other loans held for sale
|
282,091
|
|
|
93,407
|
|
||
Change in deferred loan (costs) fees
|
56
|
|
|
46
|
|
||
Amortization of premiums and discounts on purchased loans
|
(6,811
|
)
|
|
(10,436
|
)
|
||
Change in accrued interest receivable
|
143
|
|
|
(96
|
)
|
||
Change in other assets
|
(1,905
|
)
|
|
3,187
|
|
||
Change in accrued interest payable and other liabilities
|
(2,436
|
)
|
|
(4,502
|
)
|
||
Net cash used in operating activities
|
(69,989
|
)
|
|
(267,927
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sales of securities available for sale
|
174
|
|
|
50,973
|
|
||
Proceeds from maturities and calls of securities available for sale
|
—
|
|
|
2,754
|
|
||
Proceeds from principal repayments of securities available for sale
|
20,093
|
|
|
10,741
|
|
||
Purchases of securities available for sale
|
(65,051
|
)
|
|
(1,177
|
)
|
||
Net cash used in acquisitions
|
—
|
|
|
(1,000
|
)
|
||
Loan originations and principal collections, net
|
11,316
|
|
|
(16,352
|
)
|
||
Purchase of loans
|
(16,901
|
)
|
|
(2,093
|
)
|
||
Redemption of Federal Home Loan Bank stocks
|
6,810
|
|
|
—
|
|
||
Purchase of Federal Home Loan Bank and other bank stocks
|
(4,413
|
)
|
|
(4,201
|
)
|
||
Proceeds from sale of loans held for investment
|
39,642
|
|
|
51,813
|
|
||
Net change in time deposits in financial institutions
|
—
|
|
|
101
|
|
||
Proceeds from sale of other real estate owned
|
454
|
|
|
—
|
|
||
Proceeds from sale of mortgage servicing rights
|
3,089
|
|
|
—
|
|
||
Additions to premises and equipment
|
(1,782
|
)
|
|
(2,853
|
)
|
||
Payments of capital lease obligations
|
(229
|
)
|
|
(232
|
)
|
||
Net cash (used in) provided by investing activities
|
(6,798
|
)
|
|
88,474
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net increase in deposits
|
190,161
|
|
|
190,502
|
|
||
Net increase (decrease) in short-term Federal Home Loan Bank advances
|
(223,000
|
)
|
|
155,000
|
|
||
Repayment of long-term Federal Home Loan Bank advances
|
(15,000
|
)
|
|
(10,000
|
)
|
||
Proceeds from long-term Federal Home Loan Bank advances
|
150,000
|
|
|
—
|
|
||
Net increase in other borrowings
|
15,000
|
|
|
70,000
|
|
||
Capital raise cost
|
—
|
|
|
(50
|
)
|
||
Payment of amortizing debt
|
(1,146
|
)
|
|
—
|
|
||
Purchase of treasury stock
|
—
|
|
|
(97
|
)
|
||
Proceeds from exercise of stock options
|
—
|
|
|
757
|
|
||
Dividend equivalents paid on stock appreciation rights
|
(171
|
)
|
|
—
|
|
||
Dividends paid on preferred stock
|
(910
|
)
|
|
(910
|
)
|
||
Dividends paid on common stock
|
(3,944
|
)
|
|
(2,228
|
)
|
||
Net cash provided by financing activities
|
110,990
|
|
|
402,974
|
|
||
Net change in cash and cash equivalents
|
34,203
|
|
|
223,521
|
|
||
Cash and cash equivalents at beginning of period
|
231,199
|
|
|
110,118
|
|
||
Cash and cash equivalents at end of period
|
$
|
265,402
|
|
|
$
|
333,639
|
|
Supplemental cash flow information
|
|
|
|
||||
Interest paid on deposits and borrowed funds
|
$
|
8,754
|
|
|
$
|
7,609
|
|
Income taxes paid
|
3,944
|
|
|
—
|
|
||
Income taxes refunds received
|
17
|
|
|
—
|
|
||
Supplemental disclosure of noncash activities
|
|
|
|
||||
Transfer from loans to other real estate owned, net
|
534
|
|
|
150
|
|
||
Transfer of loans receivable to loans held for sale, net of transfer of $0 and $963 from allowance for loan and lease losses for the three months ended March 31, 2015 and 2014, respectively
|
—
|
|
|
59,137
|
|
||
Transfer of loans held for sale to loans receivable
|
—
|
|
|
6,984
|
|
||
Equipment acquired under capital leases
|
34
|
|
|
989
|
|
•
|
Expand the look-back period to
28
rolling quarters to capture the full economic cycle.
|
•
|
Utilize net historical losses versus gross historical losses.
|
•
|
Expand the peer group used to determine industry average loss history to include
three
industry groups; i) all U.S. financial and bank holding companies, ii) all California financial and bank holding companies, iii) the peer group average from the Uniform Bank Performance Report.
|
•
|
Apply the segment specific loss emergence period to each segment's loss.
|
•
|
Determine qualitative reserves at each loan segment level based on a baseline risk weighting adjusted for current risks, trends and business conditions.
|
•
|
Disaggregate certain qualitative factors to be determined on the portfolio segment level.
|
|
December 31, 2014
|
||||||||||
|
As Previously Reported
|
|
Effect of Change in Accounting Principle
|
|
As Adjusted
|
||||||
|
(In thousands)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
231,199
|
|
|
$
|
—
|
|
|
$
|
231,199
|
|
Time deposits in financial institutions
|
1,900
|
|
|
—
|
|
|
1,900
|
|
|||
Securities available for sale
|
345,695
|
|
|
—
|
|
|
345,695
|
|
|||
Loans held for sale
|
1,187,090
|
|
|
—
|
|
|
1,187,090
|
|
|||
Loans and leases receivable
|
3,919,642
|
|
|
—
|
|
|
3,919,642
|
|
|||
Deferred income tax
|
16,445
|
|
|
(72
|
)
|
|
16,373
|
|
|||
Other assets
|
269,600
|
|
|
(202
|
)
|
|
269,398
|
|
|||
Total assets
|
$
|
5,971,571
|
|
|
$
|
(274
|
)
|
|
$
|
5,971,297
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
||||||
Liabilities
|
$
|
5,467,982
|
|
|
$
|
—
|
|
|
$
|
5,467,982
|
|
Stockholders' equity
|
503,589
|
|
|
(274
|
)
|
|
503,315
|
|
|||
Total liabilities and stockholders' equity
|
$
|
5,971,571
|
|
|
$
|
(274
|
)
|
|
$
|
5,971,297
|
|
|
Three Months Ended March 31, 2014
|
||||||||||
|
As Previously Reported
|
|
Effect of Change in Accounting Principle
|
|
As Adjusted
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Interest and dividend income
|
$
|
42,776
|
|
|
$
|
—
|
|
|
$
|
42,776
|
|
Interest expense
|
7,591
|
|
|
—
|
|
|
7,591
|
|
|||
Net interest income
|
35,185
|
|
|
—
|
|
|
35,185
|
|
|||
Provision for loan and lease losses
|
1,929
|
|
|
—
|
|
|
1,929
|
|
|||
Noninterest income
|
25,278
|
|
|
—
|
|
|
25,278
|
|
|||
Noninterest expense
|
57,768
|
|
|
(174
|
)
|
|
57,594
|
|
|||
Income before income taxes
|
766
|
|
|
174
|
|
|
940
|
|
|||
Income tax expense
|
9
|
|
|
182
|
|
|
191
|
|
|||
Net income
|
757
|
|
|
(8
|
)
|
|
749
|
|
|||
Preferred stock dividends
|
910
|
|
|
—
|
|
|
910
|
|
|||
Net loss available for common stockholders
|
$
|
(153
|
)
|
|
$
|
(8
|
)
|
|
$
|
(161
|
)
|
Basic earnings for total common stockholders
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Diluted earnings (loss) per total common share
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
Three Months Ended March 31, 2014
|
||||||||||
|
As Previously Reported
|
|
Effect of Change in Accounting Principle
|
|
As Adjusted
|
||||||
|
(In thousands)
|
||||||||||
Cash flow from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
757
|
|
|
$
|
(8
|
)
|
|
$
|
749
|
|
Total adjustment in net income
|
(268,684
|
)
|
|
8
|
|
|
(268,676
|
)
|
|||
Net cash used in operating activities
|
(267,927
|
)
|
|
—
|
|
|
(267,927
|
)
|
|||
Cash flow from investing activities
|
|
|
|
|
|
||||||
Net cash provided by investing activities
|
88,474
|
|
|
—
|
|
|
88,474
|
|
|||
Cash flow from financing activities
|
|
|
|
|
|
||||||
Net cash provided by financing activities
|
402,974
|
|
|
—
|
|
|
402,974
|
|
|||
Net increase in cash and cash equivalents
|
223,521
|
|
|
—
|
|
|
223,521
|
|
|||
Cash and cash equivalents at beginning of period
|
110,118
|
|
|
|
|
110,118
|
|
||||
Cash and cash equivalents at end of period
|
$
|
333,639
|
|
|
$
|
—
|
|
|
$
|
333,639
|
|
|
Acquisition and Date Acquired
|
||||||
|
Banco Popular Branches
|
|
Renovation
Ready
|
||||
|
November 8, 2014
|
|
January 31,
2014
|
||||
|
(In thousands)
|
||||||
Assets acquired:
|
|
|
|
||||
Cash and due from banks
|
$
|
5,532
|
|
|
$
|
—
|
|
Loans and leases receivable
|
1,072,449
|
|
|
—
|
|
||
Premises, equipment, and capital leases
|
9,002
|
|
|
—
|
|
||
Goodwill
|
—
|
|
|
2,239
|
|
||
Other intangible assets
|
15,777
|
|
|
761
|
|
||
Other assets
|
2,301
|
|
|
—
|
|
||
Total assets acquired
|
$
|
1,105,061
|
|
|
$
|
3,000
|
|
Liabilities assumed:
|
|
|
|
||||
Deposits
|
$
|
1,076,614
|
|
|
$
|
—
|
|
Other liabilities
|
506
|
|
|
1,000
|
|
||
Total liabilities assumed
|
1,077,120
|
|
|
1,000
|
|
||
Total consideration paid
|
$
|
27,941
|
|
|
$
|
2,000
|
|
Summary of consideration
|
|
|
|
||||
Cash paid
|
$
|
27,941
|
|
|
$
|
1,000
|
|
Common stock issued
|
—
|
|
|
1,000
|
|
||
Earn-out liabilities
|
—
|
|
|
1,000
|
|
|
November 8, 2014
|
||||||
|
(In thousands)
|
||||||
Total Consideration
|
|
|
$
|
27,941
|
|
||
Net assets pre-acquisition
|
|
|
24,027
|
|
|||
Fair value adjustments
|
|
|
|
||||
Loans receivable
|
$
|
(12,165
|
)
|
|
|
||
Core deposit intangibles
|
15,777
|
|
|
|
|||
Certificates of deposit purchase premium
|
(916
|
)
|
|
|
|||
Premises and equipment
|
1,218
|
|
|
|
|||
Total fair value adjustments
|
|
|
3,914
|
|
|||
Fair value of net assets acquired
|
|
|
27,941
|
|
|||
Net fair value in excess of consideration
|
|
|
$
|
—
|
|
•
|
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
|
•
|
Level 2: Significant observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
|
|
|
|
Fair Value Measurement Level
|
||||||||||||
|
Carrying
Value
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(In thousands)
|
||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
||||||||
SBA loan pools securities
|
$
|
1,635
|
|
|
$
|
—
|
|
|
$
|
1,635
|
|
|
$
|
—
|
|
U.S. government-sponsored entities and agency securities
|
2,001
|
|
|
—
|
|
|
2,001
|
|
|
—
|
|
||||
Private label residential mortgage-backed securities
|
2,615
|
|
|
—
|
|
|
2,615
|
|
|
—
|
|
||||
Agency mortgage-backed securities
|
387,335
|
|
|
—
|
|
|
387,335
|
|
|
—
|
|
||||
Loans held for sale
|
355,746
|
|
|
—
|
|
|
355,746
|
|
|
—
|
|
||||
Derivative assets
(1)
|
13,555
|
|
|
—
|
|
|
13,555
|
|
|
—
|
|
||||
Mortgage servicing rights
(2)
|
21,165
|
|
|
—
|
|
|
—
|
|
|
21,165
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
(3)
|
4,552
|
|
|
—
|
|
|
4,552
|
|
|
—
|
|
||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
||||||||
SBA loan pools securities
|
$
|
1,715
|
|
|
$
|
—
|
|
|
$
|
1,715
|
|
|
$
|
—
|
|
U.S. government-sponsored entities and agency securities
|
1,982
|
|
|
—
|
|
|
1,982
|
|
|
—
|
|
||||
Private label residential mortgage-backed securities
|
3,168
|
|
|
—
|
|
|
3,168
|
|
|
—
|
|
||||
Agency mortgage-backed securities
|
338,830
|
|
|
—
|
|
|
338,830
|
|
|
—
|
|
||||
Loans held for sale
|
278,749
|
|
|
—
|
|
|
278,749
|
|
|
—
|
|
||||
Derivative assets
(1)
|
6,379
|
|
|
—
|
|
|
6,379
|
|
|
—
|
|
||||
Mortgage servicing rights
(2)
|
19,082
|
|
|
—
|
|
|
—
|
|
|
19,082
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
(3)
|
3,235
|
|
|
—
|
|
|
3,235
|
|
|
—
|
|
(1)
|
Included in Other Assets on the Consolidated Statements of Financial Condition
|
(2)
|
Included in Servicing Rights, Net and Servicing Rights Held For Sale on the Consolidated Statements of Financial Condition
|
(3)
|
Included in Accrued Expenses and Other Liabilities on the Consolidated Statements of Financial Condition
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Mortgage servicing rights
|
|
|
|
||||
Balance at beginning of period
|
$
|
19,082
|
|
|
$
|
13,535
|
|
Transfers out of Level 3
(1)
|
—
|
|
|
(9,185
|
)
|
||
Total gains or losses (realized/unrealized):
|
|
|
|
||||
Included in earnings—realized
|
—
|
|
|
—
|
|
||
Included in earnings—fair value adjustment
|
(528
|
)
|
|
315
|
|
||
Included in other comprehensive income
|
—
|
|
|
—
|
|
||
Amortization of premium (discount)
|
—
|
|
|
—
|
|
||
Additions
|
10,192
|
|
|
4,326
|
|
||
Sales and settlements
|
(7,581
|
)
|
|
(584
|
)
|
||
Balance at end of period
|
$
|
21,165
|
|
|
$
|
8,407
|
|
(1)
|
The Company’s policy is to recognize transfers in and transfers out as of the actual date of the event or change in circumstances that cause the transfer.
|
|
Fair Value
(In thousands)
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range (Weighted Average)
|
||
March 31, 2015
|
|
|
|
|
|
|
|
||
Mortgage servicing rights
|
$
|
21,165
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
9.00% to 13.20% (9.84%)
|
|
|
|
|
|
Prepayment rate
|
|
5.15% to 34.28% (12.98%)
|
||
December 31, 2014
|
|
|
|
|
|
|
|
||
Mortgage servicing rights
|
$
|
13,135
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
9.00% to 19.50% (10.09%)
|
|
|
|
|
|
Prepayment rate
|
|
4.59% to 31.02% (13.22%)
|
||
March 31, 2014
|
|
|
|
|
|
|
|
||
Mortgage servicing rights
|
$
|
8,407
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
10.00% to 17.89% (10.81%)
|
|
|
|
|
|
Prepayment rate
|
|
3.92% to 34.54% (13.17%)
|
|
|
|
Fair Value Measurement Level
|
||||||||||||
|
Carrying
Value
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(In thousands)
|
||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
$
|
5,065
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,065
|
|
Commercial and industrial
|
4,134
|
|
|
—
|
|
|
—
|
|
|
4,134
|
|
||||
Other real estate owned:
|
|
|
|
|
|
|
|
||||||||
Single family residential
|
498
|
|
|
—
|
|
|
—
|
|
|
498
|
|
||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
$
|
6,206
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,206
|
|
Commercial and industrial
|
4,313
|
|
|
—
|
|
|
—
|
|
|
4,313
|
|
||||
SBA servicing rights
|
484
|
|
|
—
|
|
|
—
|
|
|
484
|
|
||||
Other real estate owned:
|
|
|
|
|
|
|
|
||||||||
Single family residential
|
423
|
|
|
—
|
|
|
—
|
|
|
423
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Impaired loans:
|
|
|
|
||||
Single family residential mortgage
|
$
|
—
|
|
|
$
|
(151
|
)
|
Other consumer
|
—
|
|
|
(2
|
)
|
||
Other real estate owned:
|
|
|
|
||||
Single family residential
|
(5
|
)
|
|
—
|
|
|
Carrying
|
|
Fair Value Measurement Level
|
||||||||||||||||
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
|
(In thousands)
|
||||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
265,402
|
|
|
$
|
265,402
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
265,402
|
|
Time deposits in financial institutions
|
1,900
|
|
|
1,900
|
|
|
—
|
|
|
—
|
|
|
1,900
|
|
|||||
Securities available for sale
|
393,586
|
|
|
—
|
|
|
393,586
|
|
|
—
|
|
|
393,586
|
|
|||||
FHLB and other bank stock
|
39,844
|
|
|
—
|
|
|
39,844
|
|
|
—
|
|
|
39,844
|
|
|||||
Loans held for sale
|
1,240,942
|
|
|
—
|
|
|
1,249,370
|
|
|
—
|
|
|
1,249,370
|
|
|||||
Loans and leases receivable, net of allowance
|
3,904,370
|
|
|
—
|
|
|
—
|
|
|
4,008,008
|
|
|
4,008,008
|
|
|||||
Accrued interest receivable
|
14,970
|
|
|
14,970
|
|
|
—
|
|
|
—
|
|
|
14,970
|
|
|||||
Derivative assets
|
13,555
|
|
|
—
|
|
|
13,555
|
|
|
—
|
|
|
13,555
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
4,861,992
|
|
|
—
|
|
|
—
|
|
|
4,719,344
|
|
|
4,719,344
|
|
|||||
Advances from Federal Home Loan Bank
|
545,000
|
|
|
—
|
|
|
545,195
|
|
|
—
|
|
|
545,195
|
|
|||||
Other borrowings
|
15,000
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
15,000
|
|
|||||
Notes payable
|
92,668
|
|
|
86,750
|
|
|
12,102
|
|
|
—
|
|
|
98,852
|
|
|||||
Derivative liabilities
|
4,552
|
|
|
—
|
|
|
4,552
|
|
|
—
|
|
|
4,552
|
|
|||||
Accrued interest payable
|
2,016
|
|
|
2,016
|
|
|
—
|
|
|
—
|
|
|
2,016
|
|
|||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
231,199
|
|
|
$
|
231,199
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
231,199
|
|
Time deposits in financial institutions
|
1,900
|
|
|
1,900
|
|
|
—
|
|
|
—
|
|
|
1,900
|
|
|||||
Securities available for sale
|
345,695
|
|
|
—
|
|
|
345,695
|
|
|
—
|
|
|
345,695
|
|
|||||
FHLB and other bank stock
|
42,241
|
|
|
—
|
|
|
42,241
|
|
|
—
|
|
|
42,241
|
|
|||||
Loans held for sale
|
1,187,090
|
|
|
—
|
|
|
1,195,834
|
|
|
—
|
|
|
1,195,834
|
|
|||||
Loans and leases receivable, net of allowance
|
3,919,642
|
|
|
—
|
|
|
—
|
|
|
4,045,465
|
|
|
4,045,465
|
|
|||||
Accrued interest receivable
|
15,113
|
|
|
15,113
|
|
|
—
|
|
|
—
|
|
|
15,113
|
|
|||||
Derivative assets
|
6,379
|
|
|
—
|
|
|
6,379
|
|
|
—
|
|
|
6,379
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
4,671,831
|
|
|
—
|
|
|
—
|
|
|
4,575,264
|
|
|
4,575,264
|
|
|||||
Advances from Federal Home Loan Bank
|
633,000
|
|
|
—
|
|
|
633,083
|
|
|
—
|
|
|
633,083
|
|
|||||
Notes payable
|
93,569
|
|
|
87,428
|
|
|
13,360
|
|
|
—
|
|
|
100,788
|
|
|||||
Derivative liabilities
|
3,235
|
|
|
—
|
|
|
3,235
|
|
|
—
|
|
|
3,235
|
|
|||||
Accrued interest payable
|
2,044
|
|
|
2,044
|
|
|
—
|
|
|
—
|
|
|
2,044
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Available for sale
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
$
|
1,600
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
1,635
|
|
U.S. government-sponsored entities and agency securities
|
1,943
|
|
|
58
|
|
|
—
|
|
|
2,001
|
|
||||
Private label residential mortgage-backed securities
|
2,607
|
|
|
11
|
|
|
(3
|
)
|
|
2,615
|
|
||||
Agency mortgage-backed securities
|
383,287
|
|
|
4,224
|
|
|
(176
|
)
|
|
387,335
|
|
||||
Total securities available for sale
|
$
|
389,437
|
|
|
$
|
4,328
|
|
|
$
|
(179
|
)
|
|
$
|
393,586
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Available for sale
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
$
|
1,697
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
1,715
|
|
U.S. government-sponsored entities and agency securities
|
1,940
|
|
|
42
|
|
|
—
|
|
|
1,982
|
|
||||
Private label residential mortgage-backed securities
|
3,169
|
|
|
12
|
|
|
(13
|
)
|
|
3,168
|
|
||||
Agency mortgage-backed securities
|
338,072
|
|
|
1,363
|
|
|
(605
|
)
|
|
338,830
|
|
||||
Total securities available for sale
|
$
|
344,878
|
|
|
$
|
1,435
|
|
|
$
|
(618
|
)
|
|
$
|
345,695
|
|
|
March 31, 2015
|
||||||
Amortized
Cost
|
|
Fair
Value |
|||||
|
(In thousands)
|
||||||
Maturity:
|
|
|
|
||||
Within one year
|
$
|
—
|
|
|
$
|
—
|
|
One to five years
|
1,943
|
|
|
2,001
|
|
||
Five to ten years
|
—
|
|
|
—
|
|
||
Greater than ten years
|
—
|
|
|
—
|
|
||
SBA loan pool, private label residential mortgage-backed and agency mortgage-backed securities
|
387,494
|
|
|
391,585
|
|
||
Total
|
$
|
389,437
|
|
|
$
|
393,586
|
|
|
Three Months Ended
March 31, |
||||||
2015
|
|
2014
|
|||||
|
(In thousands)
|
||||||
Gross realized gains on sales of securities available for sale
|
$
|
—
|
|
|
$
|
545
|
|
Gross realized losses on sales of securities available for sale
|
(2
|
)
|
|
(38
|
)
|
||
Net realized gains (losses) on sales of securities available for sale
|
$
|
(2
|
)
|
|
$
|
507
|
|
Proceeds from sales of securities available for sale
|
$
|
174
|
|
|
$
|
50,973
|
|
Tax benefit on sales of securities available for sale
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private label residential mortgage-backed securities
|
$
|
176
|
|
|
$
|
(1
|
)
|
|
$
|
850
|
|
|
$
|
(2
|
)
|
|
$
|
1,026
|
|
|
$
|
(3
|
)
|
Agency mortgage-backed securities
|
33,682
|
|
|
(111
|
)
|
|
11,336
|
|
|
(65
|
)
|
|
45,018
|
|
|
(176
|
)
|
||||||
Total securities available for sale
|
$
|
33,858
|
|
|
$
|
(112
|
)
|
|
$
|
12,186
|
|
|
$
|
(67
|
)
|
|
$
|
46,044
|
|
|
$
|
(179
|
)
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private label residential mortgage-backed securities
|
$
|
372
|
|
|
$
|
(9
|
)
|
|
$
|
1,355
|
|
|
$
|
(4
|
)
|
|
$
|
1,727
|
|
|
$
|
(13
|
)
|
Agency mortgage-backed securities
|
68,200
|
|
|
(332
|
)
|
|
22,212
|
|
|
(273
|
)
|
|
90,412
|
|
|
(605
|
)
|
||||||
Total securities available for sale
|
$
|
68,572
|
|
|
$
|
(341
|
)
|
|
$
|
23,567
|
|
|
$
|
(277
|
)
|
|
$
|
92,139
|
|
|
$
|
(618
|
)
|
|
Non-Traditional
Mortgages
(NTM)
|
|
Traditional
Loans
|
|
Total NTM
and
Traditional
Loans
|
|
Purchased
Credit Impaired
|
|
Total Loans
and Leases
Receivable
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
488,150
|
|
|
$
|
488,150
|
|
|
$
|
1,079
|
|
|
$
|
489,229
|
|
Commercial real estate
|
—
|
|
|
965,302
|
|
|
965,302
|
|
|
10,432
|
|
|
975,734
|
|
|||||
Multi-family
|
—
|
|
|
940,053
|
|
|
940,053
|
|
|
—
|
|
|
940,053
|
|
|||||
SBA
|
—
|
|
|
45,118
|
|
|
45,118
|
|
|
3,136
|
|
|
48,254
|
|
|||||
Construction
|
—
|
|
|
38,081
|
|
|
38,081
|
|
|
—
|
|
|
38,081
|
|
|||||
Lease financing
|
—
|
|
|
102,012
|
|
|
102,012
|
|
|
—
|
|
|
102,012
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
229,006
|
|
|
593,019
|
|
|
822,025
|
|
|
227,151
|
|
|
1,049,176
|
|
|||||
Green Loans (HELOC) - first liens
|
119,958
|
|
|
—
|
|
|
119,958
|
|
|
—
|
|
|
119,958
|
|
|||||
Green Loans (HELOC) - second liens
|
4,748
|
|
|
—
|
|
|
4,748
|
|
|
—
|
|
|
4,748
|
|
|||||
Other consumer
|
113
|
|
|
166,357
|
|
|
166,470
|
|
|
—
|
|
|
166,470
|
|
|||||
Total gross loans and leases
|
$
|
353,825
|
|
|
$
|
3,338,092
|
|
|
$
|
3,691,917
|
|
|
$
|
241,798
|
|
|
$
|
3,933,715
|
|
Percentage to total gross loans and leases
|
9.0
|
%
|
|
84.9
|
%
|
|
93.9
|
%
|
|
6.1
|
%
|
|
100.0
|
%
|
|||||
Allowance for loan and lease losses
|
|
|
|
|
|
|
|
|
(29,345
|
)
|
|||||||||
Loans and leases receivable, net
|
|
|
|
|
|
|
|
|
$
|
3,904,370
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
489,766
|
|
|
$
|
489,766
|
|
|
$
|
1,134
|
|
|
$
|
490,900
|
|
Commercial real estate
|
—
|
|
|
988,330
|
|
|
988,330
|
|
|
11,527
|
|
|
999,857
|
|
|||||
Multi-family
|
—
|
|
|
955,683
|
|
|
955,683
|
|
|
—
|
|
|
955,683
|
|
|||||
SBA
|
—
|
|
|
32,998
|
|
|
32,998
|
|
|
3,157
|
|
|
36,155
|
|
|||||
Construction
|
—
|
|
|
42,198
|
|
|
42,198
|
|
|
—
|
|
|
42,198
|
|
|||||
Lease financing
|
—
|
|
|
85,749
|
|
|
85,749
|
|
|
—
|
|
|
85,749
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
222,306
|
|
|
595,100
|
|
|
817,406
|
|
|
231,079
|
|
|
1,048,485
|
|
|||||
Green Loans (HELOC) - first liens
|
123,177
|
|
|
—
|
|
|
123,177
|
|
|
—
|
|
|
123,177
|
|
|||||
Green Loans (HELOC) - second liens
|
4,979
|
|
|
—
|
|
|
4,979
|
|
|
—
|
|
|
4,979
|
|
|||||
Other consumer
|
113
|
|
|
161,826
|
|
|
161,939
|
|
|
—
|
|
|
161,939
|
|
|||||
Total gross loans and leases
|
$
|
350,575
|
|
|
$
|
3,351,650
|
|
|
$
|
3,702,225
|
|
|
$
|
246,897
|
|
|
$
|
3,949,122
|
|
Percentage to total gross loans and leases
|
8.9
|
%
|
|
84.8
|
%
|
|
93.7
|
%
|
|
6.3
|
%
|
|
100.0
|
%
|
|||||
Allowance for loan and lease losses
|
|
|
|
|
|
|
|
|
(29,480
|
)
|
|||||||||
Loans and leases receivable, net
|
|
|
|
|
|
|
|
|
$
|
3,919,642
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||
|
($ in thousands)
|
||||||||||||||||||
Green Loans (HELOC) - first liens
|
147
|
|
|
$
|
119,958
|
|
|
33.9
|
%
|
|
148
|
|
|
$
|
123,177
|
|
|
35.1
|
%
|
Interest-only - first liens
|
204
|
|
|
216,765
|
|
|
61.2
|
%
|
|
207
|
|
|
209,207
|
|
|
59.7
|
%
|
||
Negative amortization
|
31
|
|
|
12,241
|
|
|
3.5
|
%
|
|
32
|
|
|
13,099
|
|
|
3.7
|
%
|
||
Total NTM - first liens
|
382
|
|
|
348,964
|
|
|
98.6
|
%
|
|
387
|
|
|
345,483
|
|
|
98.5
|
%
|
||
Green Loans (HELOC) - second liens
|
19
|
|
|
4,748
|
|
|
1.3
|
%
|
|
19
|
|
|
4,979
|
|
|
1.4
|
%
|
||
Interest-only - second liens
|
1
|
|
|
113
|
|
|
0.1
|
%
|
|
1
|
|
|
113
|
|
|
0.1
|
%
|
||
Total NTM - second liens
|
20
|
|
|
4,861
|
|
|
1.4
|
%
|
|
20
|
|
|
5,092
|
|
|
1.5
|
%
|
||
Total NTM loans
|
402
|
|
|
$
|
353,825
|
|
|
100.0
|
%
|
|
407
|
|
|
$
|
350,575
|
|
|
100.0
|
%
|
Total gross loan portfolio
|
|
|
$
|
3,933,715
|
|
|
|
|
|
|
$
|
3,949,122
|
|
|
|
||||
% of NTM to total gross loan portfolio
|
|
|
9.0
|
%
|
|
|
|
|
|
8.9
|
%
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
|
Change
|
||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||
FICO Score
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
800+
|
28
|
|
|
$
|
19,448
|
|
|
16.2
|
%
|
|
28
|
|
|
$
|
20,248
|
|
|
16.4
|
%
|
|
—
|
|
|
$
|
(800
|
)
|
|
(0.2
|
)%
|
700-799
|
72
|
|
|
50,769
|
|
|
42.3
|
%
|
|
72
|
|
|
52,532
|
|
|
42.7
|
%
|
|
—
|
|
|
(1,763
|
)
|
|
(0.4
|
)%
|
|||
600-699
|
28
|
|
|
30,431
|
|
|
25.4
|
%
|
|
29
|
|
|
31,053
|
|
|
25.2
|
%
|
|
(1
|
)
|
|
(622
|
)
|
|
0.2
|
%
|
|||
<600
|
8
|
|
|
11,873
|
|
|
9.9
|
%
|
|
8
|
|
|
11,893
|
|
|
9.7
|
%
|
|
—
|
|
|
(20
|
)
|
|
0.2
|
%
|
|||
No FICO
|
11
|
|
|
7,437
|
|
|
6.2
|
%
|
|
11
|
|
|
7,451
|
|
|
6.0
|
%
|
|
—
|
|
|
(14
|
)
|
|
0.2
|
%
|
|||
Totals
|
147
|
|
|
$
|
119,958
|
|
|
100.0
|
%
|
|
148
|
|
|
$
|
123,177
|
|
|
100.0
|
%
|
|
(1
|
)
|
|
$
|
(3,219
|
)
|
|
—
|
%
|
|
Green
|
|
Interest Only
|
|
Negative Amortization
|
|
Total
|
||||||||||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||||||||
LTV’s
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
< 61
|
77
|
|
|
$
|
56,136
|
|
|
46.7
|
%
|
|
60
|
|
|
$
|
99,152
|
|
|
45.8
|
%
|
|
15
|
|
|
$
|
5,960
|
|
|
48.7
|
%
|
|
152
|
|
|
$
|
161,248
|
|
|
46.2
|
%
|
61-80
|
45
|
|
|
46,129
|
|
|
38.5
|
%
|
|
52
|
|
|
83,480
|
|
|
38.5
|
%
|
|
12
|
|
|
5,312
|
|
|
43.4
|
%
|
|
109
|
|
|
134,921
|
|
|
38.7
|
%
|
||||
81-100
|
18
|
|
|
11,833
|
|
|
9.9
|
%
|
|
33
|
|
|
15,463
|
|
|
7.1
|
%
|
|
3
|
|
|
579
|
|
|
4.7
|
%
|
|
54
|
|
|
27,875
|
|
|
8.0
|
%
|
||||
> 100
|
7
|
|
|
5,860
|
|
|
4.9
|
%
|
|
59
|
|
|
18,670
|
|
|
8.6
|
%
|
|
1
|
|
|
390
|
|
|
3.2
|
%
|
|
67
|
|
|
24,920
|
|
|
7.1
|
%
|
||||
Total
|
147
|
|
|
$
|
119,958
|
|
|
100.0
|
%
|
|
204
|
|
|
$
|
216,765
|
|
|
100.0
|
%
|
|
31
|
|
|
$
|
12,241
|
|
|
100.0
|
%
|
|
382
|
|
|
$
|
348,964
|
|
|
100.0
|
%
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
< 61
|
77
|
|
|
$
|
58,856
|
|
|
47.8
|
%
|
|
60
|
|
|
$
|
93,254
|
|
|
44.7
|
%
|
|
15
|
|
|
$
|
6,023
|
|
|
46.0
|
%
|
|
152
|
|
|
$
|
158,133
|
|
|
45.8
|
%
|
61-80
|
45
|
|
|
46,177
|
|
|
37.5
|
%
|
|
54
|
|
|
81,472
|
|
|
38.9
|
%
|
|
12
|
|
|
5,901
|
|
|
45.0
|
%
|
|
111
|
|
|
133,550
|
|
|
38.6
|
%
|
||||
81-100
|
18
|
|
|
11,846
|
|
|
9.6
|
%
|
|
33
|
|
|
14,927
|
|
|
7.1
|
%
|
|
4
|
|
|
781
|
|
|
6.0
|
%
|
|
55
|
|
|
27,554
|
|
|
8.0
|
%
|
||||
> 100
|
8
|
|
|
6,298
|
|
|
5.1
|
%
|
|
60
|
|
|
19,554
|
|
|
9.3
|
%
|
|
1
|
|
|
394
|
|
|
3.0
|
%
|
|
69
|
|
|
26,246
|
|
|
7.6
|
%
|
||||
Total
|
148
|
|
|
$
|
123,177
|
|
|
100.0
|
%
|
|
207
|
|
|
$
|
209,207
|
|
|
100.0
|
%
|
|
32
|
|
|
$
|
13,099
|
|
|
100.0
|
%
|
|
387
|
|
|
$
|
345,483
|
|
|
100.0
|
%
|
(1)
|
LTV represents estimated current loan to value ratio, determined by dividing current unpaid principal balance by latest estimated property value received per the Company policy.
|
|
Three Months Ended
March 31, |
||||||
2015
|
|
2014
|
|||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
29,480
|
|
|
$
|
18,805
|
|
Loans and leases charged off
|
(357
|
)
|
|
(203
|
)
|
||
Recoveries of loans and leases previously charged off
|
222
|
|
|
435
|
|
||
Transfer of loans from (to) held-for-sale
|
—
|
|
|
(963
|
)
|
||
Provision for loan and lease losses
|
—
|
|
|
1,929
|
|
||
Balance at end of period
|
$
|
29,345
|
|
|
$
|
20,003
|
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Multi-
family
|
|
SBA
|
|
Construction
|
|
Lease
Financing
|
|
Single
Family
Residential
Mortgage
|
|
Other
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Balance at December 31, 2014
|
$
|
6,910
|
|
|
$
|
3,840
|
|
|
$
|
7,179
|
|
|
$
|
335
|
|
|
$
|
846
|
|
|
$
|
873
|
|
|
$
|
7,192
|
|
|
$
|
2,305
|
|
|
$
|
—
|
|
|
$
|
29,480
|
|
Charge-offs
|
(11
|
)
|
|
(259
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(357
|
)
|
||||||||||
Recoveries
|
3
|
|
|
132
|
|
|
3
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
222
|
|
||||||||||
Provision
|
(418
|
)
|
|
191
|
|
|
(18
|
)
|
|
159
|
|
|
(151
|
)
|
|
409
|
|
|
(232
|
)
|
|
(304
|
)
|
|
364
|
|
|
—
|
|
||||||||||
Balance at March 31, 2015
|
$
|
6,484
|
|
|
$
|
3,904
|
|
|
$
|
7,164
|
|
|
$
|
566
|
|
|
$
|
695
|
|
|
$
|
1,195
|
|
|
$
|
6,960
|
|
|
$
|
2,013
|
|
|
$
|
364
|
|
|
$
|
29,345
|
|
Individually evaluated for impairment
|
$
|
749
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
450
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,199
|
|
Collectively evaluated for impairment
|
5,677
|
|
|
3,792
|
|
|
7,164
|
|
|
547
|
|
|
695
|
|
|
1,195
|
|
|
6,493
|
|
|
2,013
|
|
|
364
|
|
|
27,940
|
|
||||||||||
Acquired with deteriorated credit quality
|
58
|
|
|
112
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
206
|
|
||||||||||
Total ending allowance balance
|
$
|
6,484
|
|
|
$
|
3,904
|
|
|
$
|
7,164
|
|
|
$
|
566
|
|
|
$
|
695
|
|
|
$
|
1,195
|
|
|
$
|
6,960
|
|
|
$
|
2,013
|
|
|
$
|
364
|
|
|
$
|
29,345
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Individually evaluated for impairment
|
$
|
8,087
|
|
|
$
|
373
|
|
|
$
|
1,566
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,790
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
$
|
32,119
|
|
Collectively evaluated for impairment
|
480,063
|
|
|
964,929
|
|
|
938,487
|
|
|
45,109
|
|
|
38,081
|
|
|
102,012
|
|
|
920,193
|
|
|
170,924
|
|
|
—
|
|
|
3,659,798
|
|
||||||||||
Acquired with deteriorated credit quality
|
1,079
|
|
|
10,432
|
|
|
—
|
|
|
3,136
|
|
|
—
|
|
|
—
|
|
|
227,151
|
|
|
—
|
|
|
—
|
|
|
241,798
|
|
||||||||||
Total ending loan balances
|
$
|
489,229
|
|
|
$
|
975,734
|
|
|
$
|
940,053
|
|
|
$
|
48,254
|
|
|
$
|
38,081
|
|
|
$
|
102,012
|
|
|
$
|
1,169,134
|
|
|
$
|
171,218
|
|
|
$
|
—
|
|
|
$
|
3,933,715
|
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Multi-
family
|
|
SBA
|
|
Construction
|
|
Lease
Financing
|
|
Single
Family
Residential
Mortgage
|
|
Other
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||||
Allowance for loan and lease losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Balance at December 31, 2013
|
$
|
1,822
|
|
|
$
|
5,484
|
|
|
$
|
2,566
|
|
|
$
|
235
|
|
|
$
|
244
|
|
|
$
|
428
|
|
|
$
|
7,044
|
|
|
$
|
532
|
|
|
$
|
450
|
|
|
$
|
18,805
|
|
Charge-offs
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(151
|
)
|
|
(35
|
)
|
|
—
|
|
|
(203
|
)
|
||||||||||
Recoveries
|
26
|
|
|
316
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
435
|
|
||||||||||
Transfer of loans to held-for-sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(963
|
)
|
|
—
|
|
|
—
|
|
|
(963
|
)
|
||||||||||
Provision
|
519
|
|
|
649
|
|
|
154
|
|
|
(99
|
)
|
|
108
|
|
|
194
|
|
|
217
|
|
|
284
|
|
|
(97
|
)
|
|
1,929
|
|
||||||||||
Balance at March 31, 2014
|
$
|
2,367
|
|
|
$
|
6,449
|
|
|
$
|
2,720
|
|
|
$
|
211
|
|
|
$
|
352
|
|
|
$
|
622
|
|
|
$
|
6,147
|
|
|
$
|
782
|
|
|
$
|
353
|
|
|
$
|
20,003
|
|
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62
|
|
Collectively evaluated for impairment
|
2,367
|
|
|
6,449
|
|
|
2,683
|
|
|
211
|
|
|
352
|
|
|
622
|
|
|
5,926
|
|
|
782
|
|
|
353
|
|
|
19,745
|
|
||||||||||
Acquired with deteriorated credit quality
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
196
|
|
||||||||||
Total ending allowance balance
|
$
|
2,367
|
|
|
$
|
6,449
|
|
|
$
|
2,720
|
|
|
$
|
211
|
|
|
$
|
352
|
|
|
$
|
622
|
|
|
$
|
6,147
|
|
|
$
|
782
|
|
|
$
|
353
|
|
|
$
|
20,003
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
3,218
|
|
|
$
|
1,674
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,160
|
|
|
$
|
212
|
|
|
$
|
—
|
|
|
$
|
15,264
|
|
Collectively evaluated for impairment
|
297,646
|
|
|
542,750
|
|
|
153,708
|
|
|
23,064
|
|
|
25,144
|
|
|
48,537
|
|
|
856,664
|
|
|
120,795
|
|
|
—
|
|
|
2,068,308
|
|
||||||||||
Acquired with deteriorated credit quality
|
1,538
|
|
|
14,613
|
|
|
—
|
|
|
3,477
|
|
|
—
|
|
|
—
|
|
|
292,039
|
|
|
1,756
|
|
|
—
|
|
|
313,423
|
|
||||||||||
Total ending loan balances
|
$
|
299,184
|
|
|
$
|
560,581
|
|
|
$
|
155,382
|
|
|
$
|
26,541
|
|
|
$
|
25,144
|
|
|
$
|
48,537
|
|
|
$
|
1,158,863
|
|
|
$
|
122,763
|
|
|
$
|
—
|
|
|
$
|
2,396,995
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
Allowance
for Loan and
Lease Losses
|
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
Allowance
for Loan and
Lease Losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
4,085
|
|
|
$
|
3,953
|
|
|
$
|
—
|
|
|
$
|
4,803
|
|
|
$
|
4,708
|
|
|
$
|
—
|
|
Commercial real estate
|
1,233
|
|
|
373
|
|
|
—
|
|
|
1,910
|
|
|
1,017
|
|
|
—
|
|
||||||
Multi-family
|
1,732
|
|
|
1,566
|
|
|
—
|
|
|
1,747
|
|
|
1,594
|
|
|
—
|
|
||||||
SBA
|
23
|
|
|
9
|
|
|
—
|
|
|
24
|
|
|
6
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
17,396
|
|
|
16,725
|
|
|
—
|
|
|
15,729
|
|
|
15,131
|
|
|
—
|
|
||||||
Other consumer
|
294
|
|
|
294
|
|
|
—
|
|
|
507
|
|
|
503
|
|
|
—
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
4,179
|
|
|
4,134
|
|
|
749
|
|
|
4,310
|
|
|
4,313
|
|
|
788
|
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
5,243
|
|
|
5,065
|
|
|
450
|
|
|
6,422
|
|
|
6,206
|
|
|
500
|
|
||||||
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
34,185
|
|
|
$
|
32,119
|
|
|
$
|
1,199
|
|
|
$
|
35,452
|
|
|
$
|
33,478
|
|
|
$
|
1,288
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Cash Basis
Interest
Recognized
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Cash Basis
Interest
Recognized
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
8,199
|
|
|
$
|
119
|
|
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
383
|
|
|
10
|
|
|
10
|
|
|
3,417
|
|
|
49
|
|
|
57
|
|
||||||
Multi-family
|
1,580
|
|
|
13
|
|
|
15
|
|
|
1,684
|
|
|
13
|
|
|
13
|
|
||||||
SBA
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
21,866
|
|
|
179
|
|
|
176
|
|
|
10,270
|
|
|
65
|
|
|
65
|
|
||||||
Other consumer
|
294
|
|
|
2
|
|
|
3
|
|
|
213
|
|
|
1
|
|
|
1
|
|
||||||
Total
|
$
|
32,329
|
|
|
$
|
323
|
|
|
$
|
334
|
|
|
$
|
15,584
|
|
|
$
|
128
|
|
|
$
|
136
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
NTM Loans
|
|
Traditional
Loans
|
|
Total
|
|
NTM Loans
|
|
Traditional
Loans
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Loans past due 90 days or more and still accruing
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nonaccrual loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
The Company maintains specific allowances for these loans of $584 in 2015 and $478 in 2014
|
13,635
|
|
|
29,119
|
|
|
42,754
|
|
|
14,592
|
|
|
23,789
|
|
|
38,381
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
NTM Loans
|
|
Traditional
Loans
|
|
Total
|
|
NTM Loans
|
|
Traditional
Loans
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
6,676
|
|
|
$
|
6,676
|
|
|
$
|
—
|
|
|
$
|
7,143
|
|
|
$
|
7,143
|
|
Commercial real estate
|
—
|
|
|
1,026
|
|
|
1,026
|
|
|
—
|
|
|
1,017
|
|
|
1,017
|
|
||||||
Multi-family
|
—
|
|
|
2,005
|
|
|
2,005
|
|
|
—
|
|
|
1,834
|
|
|
1,834
|
|
||||||
SBA
|
—
|
|
|
342
|
|
|
342
|
|
|
—
|
|
|
285
|
|
|
285
|
|
||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Lease financing
|
—
|
|
|
663
|
|
|
663
|
|
|
—
|
|
|
100
|
|
|
100
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
2,957
|
|
|
18,371
|
|
|
21,328
|
|
|
2,049
|
|
|
13,370
|
|
|
15,419
|
|
||||||
Green Loans (HELOC) - first liens
|
10,678
|
|
|
—
|
|
|
10,678
|
|
|
12,334
|
|
|
—
|
|
|
12,334
|
|
||||||
Green Loans (HELOC) - second liens
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
209
|
|
||||||
Other consumer
|
—
|
|
|
36
|
|
|
36
|
|
|
—
|
|
|
40
|
|
|
40
|
|
||||||
Total nonaccrual loans and leases
|
$
|
13,635
|
|
|
$
|
29,119
|
|
|
$
|
42,754
|
|
|
$
|
14,592
|
|
|
$
|
23,789
|
|
|
$
|
38,381
|
|
|
March 31, 2015
|
||||||||||||||||||||||
|
30 - 59 Days
Past Due
|
|
60 - 89 Days
Past Due
|
|
Greater
than
89 Days
Past due
|
|
Total
Past Due
|
|
Current
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
$
|
1,121
|
|
|
$
|
419
|
|
|
$
|
2,957
|
|
|
$
|
4,497
|
|
|
$
|
224,509
|
|
|
$
|
229,006
|
|
Green Loans (HELOC) - first liens
|
9,076
|
|
|
—
|
|
|
—
|
|
|
9,076
|
|
|
110,882
|
|
|
119,958
|
|
||||||
Green Loans (HELOC) - second liens
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,748
|
|
|
4,748
|
|
||||||
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
113
|
|
||||||
Total NTM loans
|
10,197
|
|
|
419
|
|
|
2,957
|
|
|
13,573
|
|
|
340,252
|
|
|
353,825
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
601
|
|
|
16
|
|
|
170
|
|
|
787
|
|
|
487,363
|
|
|
488,150
|
|
||||||
Commercial real estate
|
3,230
|
|
|
495
|
|
|
653
|
|
|
4,378
|
|
|
960,924
|
|
|
965,302
|
|
||||||
Multi-family
|
629
|
|
|
2,487
|
|
|
207
|
|
|
3,323
|
|
|
936,730
|
|
|
940,053
|
|
||||||
SBA
|
6
|
|
|
—
|
|
|
314
|
|
|
320
|
|
|
44,798
|
|
|
45,118
|
|
||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,081
|
|
|
38,081
|
|
||||||
Lease financing
|
1,033
|
|
|
64
|
|
|
663
|
|
|
1,760
|
|
|
100,252
|
|
|
102,012
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
17,453
|
|
|
2,765
|
|
|
15,574
|
|
|
35,792
|
|
|
557,227
|
|
|
593,019
|
|
||||||
Other consumer
|
1,150
|
|
|
96
|
|
|
—
|
|
|
1,246
|
|
|
165,111
|
|
|
166,357
|
|
||||||
Total traditional loans and leases
|
24,102
|
|
|
5,923
|
|
|
17,581
|
|
|
47,606
|
|
|
3,290,486
|
|
|
3,338,092
|
|
||||||
Purchased Credit Impaired (PCI) loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
736
|
|
|
—
|
|
|
—
|
|
|
736
|
|
|
343
|
|
|
1,079
|
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
1,055
|
|
|
1,055
|
|
|
9,377
|
|
|
10,432
|
|
||||||
SBA
|
668
|
|
|
8
|
|
|
616
|
|
|
1,292
|
|
|
1,844
|
|
|
3,136
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
11,863
|
|
|
3,100
|
|
|
5,315
|
|
|
20,278
|
|
|
206,873
|
|
|
227,151
|
|
||||||
Total PCI loans
|
13,267
|
|
|
3,108
|
|
|
6,986
|
|
|
23,361
|
|
|
218,437
|
|
|
241,798
|
|
||||||
Total
|
$
|
47,566
|
|
|
$
|
9,450
|
|
|
$
|
27,524
|
|
|
$
|
84,540
|
|
|
$
|
3,849,175
|
|
|
$
|
3,933,715
|
|
|
December 31, 2014
|
||||||||||||||||||||||
|
30 - 59 Days
Past Due
|
|
60 - 89 Days
Past Due
|
|
Greater
than
89 Days
Past due
|
|
Total
Past Due
|
|
Current
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
$
|
1,415
|
|
|
$
|
165
|
|
|
$
|
2,049
|
|
|
$
|
3,629
|
|
|
$
|
218,677
|
|
|
$
|
222,306
|
|
Green Loans (HELOC) - first liens
|
8,853
|
|
|
—
|
|
|
437
|
|
|
9,290
|
|
|
113,887
|
|
|
123,177
|
|
||||||
Green Loans (HELOC) - second liens
|
294
|
|
|
—
|
|
|
209
|
|
|
503
|
|
|
4,476
|
|
|
4,979
|
|
||||||
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
113
|
|
||||||
Total NTM loans
|
10,562
|
|
|
165
|
|
|
2,695
|
|
|
13,422
|
|
|
337,153
|
|
|
350,575
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
79
|
|
|
37
|
|
|
3,370
|
|
|
3,486
|
|
|
486,280
|
|
|
489,766
|
|
||||||
Commercial real estate
|
2,237
|
|
|
—
|
|
|
—
|
|
|
2,237
|
|
|
986,093
|
|
|
988,330
|
|
||||||
Multi-family
|
1,072
|
|
|
208
|
|
|
—
|
|
|
1,280
|
|
|
954,403
|
|
|
955,683
|
|
||||||
SBA
|
82
|
|
|
—
|
|
|
254
|
|
|
336
|
|
|
32,662
|
|
|
32,998
|
|
||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,198
|
|
|
42,198
|
|
||||||
Lease financing
|
1,055
|
|
|
36
|
|
|
100
|
|
|
1,191
|
|
|
84,558
|
|
|
85,749
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
17,185
|
|
|
7,878
|
|
|
10,411
|
|
|
35,474
|
|
|
559,626
|
|
|
595,100
|
|
||||||
Other consumer
|
9
|
|
|
89
|
|
|
5
|
|
|
103
|
|
|
161,723
|
|
|
161,826
|
|
||||||
Total traditional loans and leases
|
21,719
|
|
|
8,248
|
|
|
14,140
|
|
|
44,107
|
|
|
3,307,543
|
|
|
3,351,650
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,134
|
|
|
1,134
|
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
951
|
|
|
951
|
|
|
10,576
|
|
|
11,527
|
|
||||||
SBA
|
878
|
|
|
—
|
|
|
300
|
|
|
1,178
|
|
|
1,979
|
|
|
3,157
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
13,262
|
|
|
3,501
|
|
|
4,510
|
|
|
21,273
|
|
|
209,806
|
|
|
231,079
|
|
||||||
Total PCI loans
|
14,140
|
|
|
3,501
|
|
|
5,761
|
|
|
23,402
|
|
|
223,495
|
|
|
246,897
|
|
||||||
Total
|
$
|
46,421
|
|
|
$
|
11,914
|
|
|
$
|
22,596
|
|
|
$
|
80,931
|
|
|
$
|
3,868,191
|
|
|
$
|
3,949,122
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||
|
Number of
Loans
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
|
Number of
Loans
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
2
|
|
|
$
|
1,430
|
|
|
$
|
1,430
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
2
|
|
|
$
|
1,430
|
|
|
$
|
1,430
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
NTM
Loans
|
|
Traditional
Loans
|
|
Total
|
|
NTM
Loans
|
|
Traditional
Loans
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
SBA
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
—
|
|
|
4,543
|
|
|
4,543
|
|
|
—
|
|
|
4,269
|
|
|
4,269
|
|
||||||
Green Loans (HELOC) - first liens
|
4,549
|
|
|
—
|
|
|
4,549
|
|
|
3,442
|
|
|
—
|
|
|
3,442
|
|
||||||
Green Loans (HELOC) - second liens
|
294
|
|
|
—
|
|
|
294
|
|
|
294
|
|
|
—
|
|
|
294
|
|
||||||
Total
|
$
|
4,843
|
|
|
$
|
4,552
|
|
|
$
|
9,395
|
|
|
$
|
3,736
|
|
|
$
|
4,275
|
|
|
$
|
8,011
|
|
|
March 31, 2015
|
||||||||||||||||||||||
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Not-Rated
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
$
|
224,683
|
|
|
$
|
2,041
|
|
|
$
|
2,282
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229,006
|
|
Green Loans (HELOC) - first liens
|
100,428
|
|
|
3,056
|
|
|
16,173
|
|
|
301
|
|
|
—
|
|
|
119,958
|
|
||||||
Green Loans (HELOC) - second liens
|
4,748
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,748
|
|
||||||
Other consumer
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
||||||
Total NTM loans
|
329,972
|
|
|
5,097
|
|
|
18,455
|
|
|
301
|
|
|
—
|
|
|
353,825
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
476,344
|
|
|
106
|
|
|
11,700
|
|
|
—
|
|
|
—
|
|
|
488,150
|
|
||||||
Commercial real estate
|
926,109
|
|
|
14,099
|
|
|
25,094
|
|
|
—
|
|
|
—
|
|
|
965,302
|
|
||||||
Multi-family
|
919,956
|
|
|
5,974
|
|
|
14,123
|
|
|
—
|
|
|
—
|
|
|
940,053
|
|
||||||
SBA
|
44,301
|
|
|
—
|
|
|
817
|
|
|
—
|
|
|
—
|
|
|
45,118
|
|
||||||
Construction
|
38,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,081
|
|
||||||
Lease financing
|
101,285
|
|
|
64
|
|
|
663
|
|
|
—
|
|
|
—
|
|
|
102,012
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
557,947
|
|
|
15,848
|
|
|
19,224
|
|
|
—
|
|
|
—
|
|
|
593,019
|
|
||||||
Other consumer
|
166,243
|
|
|
78
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
166,357
|
|
||||||
Total traditional loans and leases
|
3,230,266
|
|
|
36,169
|
|
|
71,657
|
|
|
—
|
|
|
—
|
|
|
3,338,092
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
92
|
|
|
—
|
|
|
987
|
|
|
—
|
|
|
—
|
|
|
1,079
|
|
||||||
Commercial real estate
|
5,700
|
|
|
974
|
|
|
3,758
|
|
|
—
|
|
|
—
|
|
|
10,432
|
|
||||||
SBA
|
364
|
|
|
346
|
|
|
2,426
|
|
|
—
|
|
|
—
|
|
|
3,136
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
—
|
|
|
—
|
|
|
255
|
|
|
—
|
|
|
226,896
|
|
|
227,151
|
|
||||||
Total PCI loans
|
6,156
|
|
|
1,320
|
|
|
7,426
|
|
|
—
|
|
|
226,896
|
|
|
241,798
|
|
||||||
Total
|
$
|
3,566,394
|
|
|
$
|
42,586
|
|
|
$
|
97,538
|
|
|
$
|
301
|
|
|
$
|
226,896
|
|
|
$
|
3,933,715
|
|
|
December 31, 2014
|
||||||||||||||||||||||
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Not-Rated
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
$
|
219,747
|
|
|
$
|
279
|
|
|
$
|
2,280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
222,306
|
|
Green Loans (HELOC) - first liens
|
104,640
|
|
|
399
|
|
|
18,138
|
|
|
—
|
|
|
—
|
|
|
123,177
|
|
||||||
Green Loans (HELOC) - second liens
|
4,770
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
4,979
|
|
||||||
Other consumer
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
||||||
Total NTM loans
|
329,270
|
|
|
678
|
|
|
20,627
|
|
|
—
|
|
|
—
|
|
|
350,575
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
477,319
|
|
|
117
|
|
|
12,330
|
|
|
—
|
|
|
—
|
|
|
489,766
|
|
||||||
Commercial real estate
|
943,645
|
|
|
14,281
|
|
|
30,404
|
|
|
—
|
|
|
—
|
|
|
988,330
|
|
||||||
Multi-family
|
932,438
|
|
|
6,684
|
|
|
16,561
|
|
|
—
|
|
|
—
|
|
|
955,683
|
|
||||||
SBA
|
32,171
|
|
|
—
|
|
|
827
|
|
|
—
|
|
|
—
|
|
|
32,998
|
|
||||||
Construction
|
42,198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,198
|
|
||||||
Lease financing
|
85,613
|
|
|
36
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
85,749
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
569,871
|
|
|
10,395
|
|
|
14,834
|
|
|
—
|
|
|
—
|
|
|
595,100
|
|
||||||
Other consumer
|
161,701
|
|
|
85
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
161,826
|
|
||||||
Total traditional loans and leases
|
3,244,956
|
|
|
31,598
|
|
|
75,096
|
|
|
—
|
|
|
—
|
|
|
3,351,650
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
104
|
|
|
—
|
|
|
1,030
|
|
|
—
|
|
|
—
|
|
|
1,134
|
|
||||||
Commercial real estate
|
6,676
|
|
|
985
|
|
|
3,866
|
|
|
—
|
|
|
—
|
|
|
11,527
|
|
||||||
SBA
|
677
|
|
|
351
|
|
|
2,129
|
|
|
—
|
|
|
—
|
|
|
3,157
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
—
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|
230,811
|
|
|
231,079
|
|
||||||
Total PCI loans
|
7,457
|
|
|
1,336
|
|
|
7,293
|
|
|
—
|
|
|
230,811
|
|
|
246,897
|
|
||||||
Total
|
$
|
3,581,683
|
|
|
$
|
33,612
|
|
|
$
|
103,016
|
|
|
$
|
—
|
|
|
$
|
230,811
|
|
|
$
|
3,949,122
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
Outstanding
Balance
|
|
Carrying
Amount
|
|
Outstanding
Balance
|
|
Carrying
Amount
|
|||||||||
|
(In thousands)
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
1,700
|
|
|
$
|
1,079
|
|
|
$
|
1,767
|
|
|
$
|
1,134
|
|
Commercial real estate
|
12,052
|
|
|
10,432
|
|
|
13,708
|
|
|
11,527
|
|
||||
SBA
|
4,175
|
|
|
3,136
|
|
|
4,220
|
|
|
3,157
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
277,253
|
|
|
227,151
|
|
|
283,067
|
|
|
231,079
|
|
||||
Total
|
$
|
295,180
|
|
|
$
|
241,798
|
|
|
$
|
302,762
|
|
|
$
|
246,897
|
|
|
Three Months Ended
March 31, |
||||||
2015
|
|
2014
|
|||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
92,301
|
|
|
$
|
126,336
|
|
New loans or leases purchased
|
—
|
|
|
—
|
|
||
Accretion of income
|
(5,048
|
)
|
|
(7,169
|
)
|
||
Changes in expected cash flows
|
(25
|
)
|
|
131
|
|
||
Disposals
|
(1,933
|
)
|
|
(10,950
|
)
|
||
Balance at end of period
|
$
|
85,295
|
|
|
$
|
108,348
|
|
|
March 31,
2015
|
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
Mortgage servicing rights, at fair value
|
$
|
21,165
|
|
|
$
|
19,082
|
|
SBA servicing rights, at cost
|
664
|
|
|
484
|
|
||
Total
|
$
|
21,829
|
|
|
$
|
19,566
|
|
|
March 31,
2015 |
|
December 31, 2014
|
||||
|
($ in thousands)
|
||||||
Fair value of retained MSRs
|
$
|
21,165
|
|
|
$
|
13,135
|
|
Discount rate
|
9.84
|
%
|
|
10.09
|
%
|
||
Constant prepayment rate
|
12.98
|
%
|
|
13.22
|
%
|
||
Weighted-average life (in years)
|
6.04
|
|
|
5.80
|
|
|
Three Months Ended
March 31, |
||||||
2015
|
|
2014
|
|||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
19,082
|
|
|
$
|
13,535
|
|
Additions
|
10,192
|
|
|
5,140
|
|
||
Changes in fair value resulting from valuation inputs or assumptions
|
(528
|
)
|
|
462
|
|
||
Sales of servicing rights
|
(5,862
|
)
|
|
—
|
|
||
Other—loans paid off
|
(1,719
|
)
|
|
(584
|
)
|
||
Balance at end of period
|
$
|
21,165
|
|
|
$
|
18,553
|
|
|
Three Months Ended
March 31, |
||||||
2015
|
|
2014
|
|||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
484
|
|
|
$
|
348
|
|
Additions
|
195
|
|
|
—
|
|
||
Amortization, including prepayments
|
(15
|
)
|
|
(21
|
)
|
||
Balance at end of period
|
$
|
664
|
|
|
$
|
327
|
|
|
Three Months Ended
March 31, |
||||||
2015
|
|
2014
|
|||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
423
|
|
|
$
|
—
|
|
Additions
|
534
|
|
|
150
|
|
||
Sales and net direct write-downs
|
(437
|
)
|
|
—
|
|
||
Net change in valuation allowance
|
(22
|
)
|
|
—
|
|
||
Balance at end of period
|
$
|
498
|
|
|
$
|
150
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
32
|
|
|
$
|
—
|
|
Additions
|
22
|
|
|
—
|
|
||
Net direct write-downs and removals from sale
|
—
|
|
|
—
|
|
||
Balance at end of period
|
$
|
54
|
|
|
$
|
—
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Net gain (loss) on sales
|
$
|
17
|
|
|
$
|
—
|
|
Operating expenses, net of rental income
|
—
|
|
|
—
|
|
||
Total
|
$
|
17
|
|
|
$
|
—
|
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||
|
(In thousands)
|
||||||||||
March 31, 2015
|
|
|
|
|
|
||||||
Core deposit intangibles
|
$
|
31,162
|
|
|
$
|
8,748
|
|
|
$
|
22,414
|
|
Customer relationship intangible
|
670
|
|
|
156
|
|
|
514
|
|
|||
Trade name intangibles
|
780
|
|
|
—
|
|
|
780
|
|
|||
December 31, 2014
|
|
|
|
|
|
||||||
Core deposit intangibles
|
$
|
31,162
|
|
|
$
|
7,237
|
|
|
$
|
23,925
|
|
Customer relationship intangible
|
670
|
|
|
123
|
|
|
547
|
|
|||
Trade name intangibles
|
780
|
|
|
—
|
|
|
780
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019 and
After
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Estimated future amortization expense
|
$
|
4,292
|
|
|
$
|
4,946
|
|
|
$
|
4,066
|
|
|
$
|
3,205
|
|
|
$
|
6,419
|
|
|
$
|
22,928
|
|
|
Three Months Ended
March 31, |
||||||
2015
|
|
2014
|
|||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
8,303
|
|
|
$
|
5,427
|
|
Provision for loan repurchases
|
1,328
|
|
|
571
|
|
||
Payments made for loss reimbursement on sold loans
|
(1,199
|
)
|
|
(132
|
)
|
||
Balance at end of period
|
$
|
8,432
|
|
|
$
|
5,866
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
Notional
Amount
|
|
Fair Value
|
|
Notional
Amount
|
|
Fair Value
|
|||||||||
|
(In thousands)
|
||||||||||||||
Included in assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
$
|
429,917
|
|
|
$
|
13,555
|
|
|
$
|
179,923
|
|
|
$
|
5,750
|
|
Mandatory forward commitments
|
—
|
|
|
—
|
|
|
25,735
|
|
|
629
|
|
||||
Total included in assets
|
$
|
429,917
|
|
|
$
|
13,555
|
|
|
$
|
205,658
|
|
|
$
|
6,379
|
|
Included in liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
$
|
9,978
|
|
|
$
|
98
|
|
|
$
|
10,075
|
|
|
$
|
197
|
|
Mandatory forward commitments
|
572,000
|
|
|
4,039
|
|
|
364,829
|
|
|
2,803
|
|
||||
Interest rate swap
|
75,000
|
|
|
415
|
|
|
50,000
|
|
|
235
|
|
||||
Total included in liabilities
|
$
|
656,978
|
|
|
$
|
4,552
|
|
|
$
|
424,904
|
|
|
$
|
3,235
|
|
|
Unrecognized
Expense
|
|
Average
Expected
Recognition
Period
|
||
|
($ in thousands)
|
||||
Stock option awards
|
$
|
998
|
|
|
2.9 years
|
Restricted stock awards and restricted stock units
|
9,546
|
|
|
3.6 years
|
|
Total
|
$
|
10,544
|
|
|
3.5 years
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price per
Share
|
|
Weighted-
Average
Remaining
Contract
Term
|
|
Aggregated
Intrinsic
Value
(In thousands)
|
|||||
Outstanding at beginning of period
|
879,070
|
|
|
$
|
12.67
|
|
|
7.3 years
|
|
$
|
32
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
0.0 years
|
|
$
|
—
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
0.0 years
|
|
$
|
—
|
|
Forfeited
|
(50,540
|
)
|
|
$
|
11.90
|
|
|
5.6 years
|
|
$
|
—
|
|
Outstanding at end of period
|
828,530
|
|
|
$
|
12.72
|
|
|
7.4 years
|
|
$
|
229
|
|
Exercisable at end of period
|
496,016
|
|
|
$
|
11.85
|
|
|
7.9 years
|
|
$
|
229
|
|
|
Number
of Shares |
|
Weighted-
Average Exercise Price per Share |
|||
Outstanding at beginning of period
|
552,672
|
|
|
$
|
12.74
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Outstanding at end of period
|
552,672
|
|
|
$
|
12.74
|
|
|
Number of
Shares
|
|
Weighted-
Average
Price per
Share
|
|||
Outstanding at beginning of period
|
1,287,302
|
|
|
$
|
12.53
|
|
Granted
|
80,670
|
|
|
$
|
10.93
|
|
Vested
|
(22,419
|
)
|
|
$
|
11.06
|
|
Forfeited
|
(28,669
|
)
|
|
$
|
12.22
|
|
Outstanding at end of period
|
1,316,884
|
|
|
$
|
12.46
|
|
|
Initial SAR
|
|
Additional
SAR I (1) |
|
Additional
SAR II (2) |
|
Additional
SAR III (3) |
|
Additional
SAR IV (4) |
|
Additional
SAR V (5) |
|
Additional
SAR VI (6) |
|
Additional
SAR VII (7) |
||||||||||||||||
Grant Date
|
8/21/2012
|
|
|
6/21/2013
|
|
|
7/1/2013
|
|
|
7/2/2013
|
|
|
12/10/2013
|
|
|
5/21/2014
|
|
|
5/21/2014
|
|
|
11/7/2014
|
|
||||||||
Number of shares
|
500,000
|
|
|
150,933
|
|
|
88,366
|
|
|
15,275
|
|
|
70,877
|
|
|
252,023
|
|
|
280,110
|
|
|
216,334
|
|
||||||||
Base price per share
|
$
|
12.12
|
|
|
$
|
13.06
|
|
|
$
|
13.60
|
|
|
$
|
13.55
|
|
|
$
|
12.83
|
|
|
$
|
10.09
|
|
|
$
|
10.09
|
|
|
$
|
11.62
|
|
Grant date fair value per share
|
$
|
2.77
|
|
|
$
|
2.38
|
|
|
$
|
2.17
|
|
|
$
|
2.19
|
|
|
$
|
2.47
|
|
|
$
|
1.65
|
|
|
$
|
2.22
|
|
|
$
|
1.84
|
|
(1)
|
Issued due to the Company’s common stock issuance for an underwritten public offering completed on June 21, 2013.
|
(2)
|
Issued due to the Company’s common stock issuance in connection with the PBOC acquisition completed on July 1, 2013.
|
(3)
|
Issued due to the Company’s common stock issuance for the exercise of over-allotment option granted to the underwriters of the Company’s public common stock offering initially completed on June 21, 2013.
|
(4)
|
Issued due to the Company’s common stock issuance in a private placement completed on December 10, 2013.
|
(5)
|
Issued due to the Company’s common stock issuance for an underwritten public offering completed on May 21, 2014.
|
(6)
|
The Additional SAR VI originally related to
300,219
shares of common stock with a scheduled vesting of
May 21, 2017
, as described above. As a result of the settlements of portions of the Purchase Contacts, the Additional SAR VI accelerated in vesting with respect to
143,849
shares and
20,109
shares were forfeited as of
March 31, 2015
. A portion of Additional SAR VI that has accelerated in vesting has the same terms and conditions as the Initial SAR.
|
(7)
|
Issued due to the Company's common stock issuance for a private placement completed on November 7, 2014.
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Available for Sale
Securities |
|
Cash Flow
Hedge
|
|
Total
|
|
Available for Sale
Securities |
|
Cash Flow
Hedge
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Unrealized gain (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
509
|
|
|
$
|
(136
|
)
|
|
$
|
373
|
|
|
$
|
(826
|
)
|
|
$
|
226
|
|
|
$
|
(600
|
)
|
Unrealized gain(loss) arising during the period
|
3,330
|
|
|
(180
|
)
|
|
3,150
|
|
|
1,023
|
|
|
(217
|
)
|
|
806
|
|
||||||
Reclassification adjustment from other comprehensive income
|
2
|
|
|
—
|
|
|
2
|
|
|
(507
|
)
|
|
—
|
|
|
(507
|
)
|
||||||
Tax effect of current period changes
|
(1,403
|
)
|
|
76
|
|
|
(1,327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total changes, net of taxes
|
1,929
|
|
|
(104
|
)
|
|
1,825
|
|
|
516
|
|
|
(217
|
)
|
|
299
|
|
||||||
Balance at end of period
|
$
|
2,438
|
|
|
$
|
(240
|
)
|
|
$
|
2,198
|
|
|
$
|
(310
|
)
|
|
$
|
9
|
|
|
$
|
(301
|
)
|
|
Amount
|
|
Ratio
|
|
Minimum
Capital
Requirement
|
|
Ratio
|
|
Minimum
Required
to Be Well
Capitalized Under
Prompt Corrective
Action Provisions
|
|
Ratio
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
502,054
|
|
|
11.55
|
%
|
|
$
|
347,838
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital ratio
|
470,808
|
|
|
10.83
|
%
|
|
260,879
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Common equity tier 1 capital ratio
|
391,714
|
|
|
9.01
|
%
|
|
195,659
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage ratio
|
470,808
|
|
|
7.99
|
%
|
|
235,611
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Banc of California, NA
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
589,547
|
|
|
13.58
|
%
|
|
$
|
347,348
|
|
|
8.00
|
%
|
|
$
|
434,185
|
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
558,301
|
|
|
12.86
|
%
|
|
260,511
|
|
|
6.00
|
%
|
|
347,348
|
|
|
8.00
|
%
|
|||
Common equity tier 1 capital ratio
|
558,301
|
|
|
12.86
|
%
|
|
195,383
|
|
|
4.50
|
%
|
|
282,220
|
|
|
6.50
|
%
|
|||
Tier 1 leverage ratio
|
558,301
|
|
|
9.49
|
%
|
|
235,344
|
|
|
4.00
|
%
|
|
294,180
|
|
|
5.00
|
%
|
|||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
473,656
|
|
|
11.28
|
%
|
|
$
|
335,829
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital ratio
|
442,307
|
|
|
10.54
|
%
|
|
167,914
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage ratio
|
442,307
|
|
|
8.57
|
%
|
|
206,502
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Banc of California, NA
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
503,727
|
|
|
12.04
|
%
|
|
$
|
334,834
|
|
|
8.00
|
%
|
|
$
|
418,543
|
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
472,378
|
|
|
11.29
|
%
|
|
167,417
|
|
|
4.00
|
%
|
|
251,126
|
|
|
6.00
|
%
|
|||
Tier 1 leverage ratio
|
472,378
|
|
|
9.17
|
%
|
|
206,095
|
|
|
4.00
|
%
|
|
257,619
|
|
|
5.00
|
%
|
•
|
Permits banking organizations that had less than $15 billion in total consolidated assets as of December 31, 2009, to include in Tier 1 capital trust preferred securities and cumulative perpetual preferred stock that were issued and included in Tier 1 capital prior to May 19, 2010, subject to a limit of 25 percent of Tier 1 capital elements, excluding any non-qualifying capital instruments and after all regulatory capital deductions and adjustments have been applied to Tier 1 capital.
|
•
|
Establishes new qualifying criteria for regulatory capital, including new limitations on the inclusion of deferred tax assets and mortgage servicing rights.
|
•
|
Requires a minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5 percent.
|
•
|
Increases the minimum Tier 1 capital to risk-weighted assets ratio requirement from 4 percent to 6 percent.
|
•
|
Retains the minimum total capital to risk-weighted assets ratio requirement of 8 percent.
|
•
|
Retains a minimum leverage ratio requirement of 4 percent.
|
•
|
Changes the prompt corrective action standards so that in order to be considered well-capitalized, a depository institution must have a ratio of common equity Tier 1 capital to risk-weighted assets of 6.5 percent (new), a ratio of Tier 1 capital to risk-weighted assets of 8 percent (increased from 6 percent), a ratio of total capital to risk-weighted assets of 10 percent (unchanged), and a leverage ratio of 5 percent (unchanged).
|
•
|
Retains the existing regulatory capital framework for one-to-four family residential mortgage exposures.
|
•
|
Permits banking organizations that are not subject to the advanced approaches rule, such as the Company and the Bank, to retain, through a one-time election, the existing treatment for most accumulated other comprehensive income, such that unrealized gains and losses on securities available for sale will not affect regulatory capital amounts and ratios.
|
•
|
Implements a new capital conservation buffer requirement for a banking organization to maintain a common equity capital ratio more than 2.5 percent above the minimum common equity Tier 1 capital, Tier 1 capital and total risk based capital ratios in order to avoid limitations on capital distributions, including dividend payments, and certain discretionary bonus payments. The capital conservation buffer requirement will be phased in beginning on January 1, 2016 at 0.625 percent and will be fully phased in at 2.50 percent by January 1, 2019. A banking organization with a buffer of less than the required amount would be subject to increasingly stringent limitations on such distributions and payments as the buffer approaches zero. The new rule also generally prohibits a banking organization from making such distributions or payments during any quarter if its eligible retained income is negative and its capital conservation buffer ratio was 2.5 percent or less at the end of the previous quarter. The eligible retained income of a banking organization is defined as its net income for the four calendar quarters preceding the current calendar quarter, based on the organization’s quarterly regulatory reports, net of any distributions and associated tax effects not already reflected in net income.
|
•
|
Increases capital requirements for past-due loans, high volatility commercial real estate exposures, and certain short term commitments and securitization exposures.
|
•
|
Expands the recognition of collateral and guarantors in determining risk-weighted assets.
|
•
|
Removes references to credit ratings consistent with the Dodd Frank Act and establishes due diligence requirements for securitization exposures.
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Common
Stock
|
|
Class B
Common
Stock
|
|
Total
|
|
Common
Stock
|
|
Class B
Common
Stock
|
|
Total
|
||||||||||||
|
($ in thousands, except per share data)
|
||||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
12,560
|
|
|
$
|
14
|
|
|
$
|
12,574
|
|
|
$
|
727
|
|
|
$
|
22
|
|
|
$
|
749
|
|
Less: income allocated to participating securities
|
(272
|
)
|
|
—
|
|
|
(272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Less: participating securities dividends
|
(173
|
)
|
|
—
|
|
|
(173
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Less: preferred stock dividends
|
(909
|
)
|
|
(1
|
)
|
|
(910
|
)
|
|
(883
|
)
|
|
(27
|
)
|
|
(910
|
)
|
||||||
Net income (loss) allocated to common stockholders
|
$
|
11,206
|
|
|
$
|
13
|
|
|
$
|
11,219
|
|
|
$
|
(156
|
)
|
|
$
|
(5
|
)
|
|
$
|
(161
|
)
|
Weighted average common shares outstanding
|
37,831,035
|
|
|
42,218
|
|
|
37,873,253
|
|
|
19,609,017
|
|
|
590,008
|
|
|
20,199,025
|
|
||||||
Basic earnings (loss) per common share
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) allocated to common stockholders
|
$
|
11,206
|
|
|
$
|
13
|
|
|
$
|
11,219
|
|
|
$
|
(156
|
)
|
|
$
|
(5
|
)
|
|
$
|
(161
|
)
|
Additional income allocation for class B dilutive shares
|
(85
|
)
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Adjusted net income (loss) allocated to common stockholders
|
$
|
11,121
|
|
|
$
|
98
|
|
|
$
|
11,219
|
|
|
$
|
(156
|
)
|
|
$
|
(5
|
)
|
|
$
|
(161
|
)
|
Weighted average common shares outstanding for basic earnings per common share
|
37,831,035
|
|
|
42,218
|
|
|
37,873,253
|
|
|
19,609,017
|
|
|
590,008
|
|
|
20,199,025
|
|
||||||
Add: Dilutive effects of restricted stock units
|
146,876
|
|
|
—
|
|
|
146,876
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Add: Dilutive effects of purchase contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Add: Dilutive effects of stock options
|
626
|
|
|
—
|
|
|
626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Add: Dilutive effects of warrants
|
—
|
|
|
283,911
|
|
|
283,911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Average shares and dilutive common shares
|
37,978,537
|
|
|
326,129
|
|
|
38,304,666
|
|
|
19,609,017
|
|
|
590,008
|
|
|
20,199,025
|
|
||||||
Diluted earnings (loss) per common share
|
$
|
0.29
|
|
|
$
|
0.30
|
|
|
$
|
0.29
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
Fixed
Rate
|
|
Variable
Rate
|
|
Fixed
Rate
|
|
Variable
Rate
|
|||||||||
|
(In thousands)
|
||||||||||||||
Commitments to extend credit
|
$
|
126,760
|
|
|
$
|
94,011
|
|
|
$
|
87,517
|
|
|
$
|
82,818
|
|
Unused lines of credit
|
35,865
|
|
|
310,839
|
|
|
20,631
|
|
|
295,626
|
|
||||
Letters of credit
|
810
|
|
|
11,140
|
|
|
825
|
|
|
10,411
|
|
|
As of or For the Three Months Ended
|
||||||||||||||||||||||
|
Banking
|
|
Mortgage Banking
|
|
Financial Advisory and Asset Management
|
|
Corporate/ Other
|
|
Inter-segment Elimination
|
|
Consolidated
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
51,552
|
|
|
$
|
2,501
|
|
|
$
|
—
|
|
|
$
|
(2,056
|
)
|
|
$
|
—
|
|
|
$
|
51,997
|
|
Provision for loan and lease losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Noninterest income
|
7,855
|
|
|
36,928
|
|
|
2,622
|
|
|
—
|
|
|
(1,425
|
)
|
|
45,980
|
|
||||||
Noninterest expense
|
43,492
|
|
|
29,797
|
|
|
1,980
|
|
|
2,035
|
|
|
(1,425
|
)
|
|
75,879
|
|
||||||
Income (loss) before income taxes
|
$
|
15,915
|
|
|
$
|
9,632
|
|
|
$
|
642
|
|
|
$
|
(4,091
|
)
|
|
$
|
—
|
|
|
$
|
22,098
|
|
Total assets
|
$
|
5,684,574
|
|
|
$
|
406,215
|
|
|
$
|
2,987
|
|
|
$
|
25,424
|
|
|
$
|
(21,845
|
)
|
|
$
|
6,097,355
|
|
March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
34,900
|
|
|
$
|
1,869
|
|
|
$
|
—
|
|
|
$
|
(1,584
|
)
|
|
$
|
—
|
|
|
$
|
35,185
|
|
Provision for loan and lease losses
|
1,929
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,929
|
|
||||||
Noninterest income
|
5,796
|
|
|
18,369
|
|
|
2,993
|
|
|
3
|
|
|
(1,883
|
)
|
|
25,278
|
|
||||||
Noninterest expense
|
31,681
|
|
|
22,849
|
|
|
2,246
|
|
|
2,701
|
|
|
(1,883
|
)
|
|
57,594
|
|
||||||
Income (loss) before income taxes
|
$
|
7,086
|
|
|
$
|
(2,611
|
)
|
|
$
|
747
|
|
|
$
|
(4,282
|
)
|
|
$
|
—
|
|
|
$
|
940
|
|
Total assets
|
$
|
3,816,728
|
|
|
$
|
202,555
|
|
|
$
|
3,943
|
|
|
$
|
19,257
|
|
|
$
|
(12,018
|
)
|
|
$
|
4,030,465
|
|
•
|
institute, solicit, assist or join, as a party, any proxy solicitation, consent solicitation, board nomination or director removal relating to the Company against or involving the Company or any of its subsidiaries, affiliates, successors, assigns, directors, officers, employees, agents, attorneys or financial advisors;
|
•
|
take any action relative to the governance of the Company that would violate its passivity commitments or vote the shares of voting common stock held or controlled by it on any matters related to the election, removal or replacement of directors or the calling of any meeting related thereto, other than in accordance with management’s recommendations included in the Company’s proxy statement for any annual meeting or special meeting;
|
•
|
form or join in a partnership, limited partnership, syndicate or other group, or solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the voting common stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, voting common stock or such other securities (such other securities, together with the voting common stock, being referred to as Voting Securities), or become a participant in or assist, encourage or advise any person in any solicitation of any proxy, consent or other authority to vote any Voting Securities; or
|
•
|
enter into any negotiations, agreements, arrangements or understandings with any person with respect to any of the foregoing or advise, assist, encourage or seek to persuade any person to take any action with respect to any of the foregoing.
|
•
|
institute, solicit, assist or join, as a party, any proxy solicitation, consent solicitation, board nomination or director removal relating to Patriot against or involving Patriot or any of its subsidiaries, affiliates, successors, assigns, officers, partners, principals, employees, agents, attorneys or financial advisors; or
|
•
|
enter into any negotiations, agreements, arrangements or understandings with any person with respect to any of the foregoing or advise, assist, encourage or seek to persuade any person to take any action with respect to any of the foregoing.
|
|
As of or For the Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
(5)
|
||||
($ in thousands, except per share data)
|
|
||||||
Selected financial condition data:
|
|
|
|
||||
Total assets
|
$
|
6,097,355
|
|
|
$
|
4,030,465
|
|
Cash and cash equivalents
|
265,402
|
|
|
333,639
|
|
||
Loans and leases receivable, net
|
3,904,370
|
|
|
2,376,992
|
|
||
Loans held for sale
|
1,240,942
|
|
|
1,000,394
|
|
||
Other real estate owned, net
|
498
|
|
|
150
|
|
||
Securities available for sale
|
393,586
|
|
|
107,525
|
|
||
Bank owned life insurance
|
19,154
|
|
|
18,928
|
|
||
Time deposits in financial institutions
|
1,900
|
|
|
1,745
|
|
||
FHLB and other bank stock
|
39,844
|
|
|
26,801
|
|
||
Deposits
|
4,861,992
|
|
|
3,109,146
|
|
||
Total borrowings
|
652,668
|
|
|
547,416
|
|
||
Total stockholders' equity
|
514,160
|
|
|
325,157
|
|
||
Selected operations data:
|
|
|
|
||||
Total interest and dividend income
|
$
|
60,780
|
|
|
$
|
42,776
|
|
Total interest expense
|
8,783
|
|
|
7,591
|
|
||
Net interest income
|
51,997
|
|
|
35,185
|
|
||
Provision for loan and lease losses
|
—
|
|
|
1,929
|
|
||
Net interest income after provision for loan and lease losses
|
51,997
|
|
|
33,256
|
|
||
Total noninterest income
|
45,980
|
|
|
25,278
|
|
||
Total noninterest expense
|
75,879
|
|
|
57,594
|
|
||
Income before income taxes
|
22,098
|
|
|
940
|
|
||
Income tax expense
|
9,524
|
|
|
191
|
|
||
Net income (loss)
|
12,574
|
|
|
749
|
|
||
Dividends paid on preferred stock
|
910
|
|
|
910
|
|
||
Net income (loss) available to common stockholders
|
11,664
|
|
|
(161
|
)
|
||
Basic earnings (loss) per total common share
|
$
|
0.30
|
|
|
$
|
(0.01
|
)
|
Diluted earnings (loss) per total common share
|
$
|
0.29
|
|
|
$
|
(0.01
|
)
|
Performance ratios:
|
|
|
|
||||
Return on average assets
|
0.86
|
%
|
|
0.08
|
%
|
||
Return on average equity
|
9.86
|
%
|
|
0.92
|
%
|
||
Dividend payout ratio
(1)
|
40.00
|
%
|
|
N/A
|
|
||
Net interest spread
|
3.55
|
%
|
|
3.81
|
%
|
||
Net interest margin
(2)
|
3.69
|
%
|
|
4.00
|
%
|
||
Ratio of operating expense to average total assets
|
5.19
|
%
|
|
6.27
|
%
|
||
Efficiency ratio
(3)
|
77.45
|
%
|
|
95.25
|
%
|
||
Ratio of average interest-earning assets to average interest-bearing liabilities
|
122.36
|
%
|
|
121.22
|
%
|
||
Asset quality ratios:
|
|
|
|
||||
Allowance for loan and lease losses (ALLL)
|
$
|
29,345
|
|
|
$
|
20,003
|
|
Nonperforming loans and leases
|
42,754
|
|
|
32,440
|
|
||
Nonperforming assets
|
43,252
|
|
|
32,590
|
|
||
Nonperforming assets to total assets
|
0.71
|
%
|
|
0.81
|
%
|
||
ALLL to nonperforming loans and leases
|
68.64
|
%
|
|
61.66
|
%
|
||
ALLL to total loans and leases
|
0.75
|
%
|
|
0.83
|
%
|
||
Capital Ratios:
|
|
|
|
||||
Total stockholders' equity to total assets
|
8.43
|
%
|
|
8.07
|
%
|
||
Average equity to average assets
|
8.72
|
%
|
|
8.84
|
%
|
||
Banc of California, Inc.
|
|
|
|
||||
Total risk-based capital ratio
|
11.55
|
%
|
|
11.93
|
%
|
||
Tier 1 risk-based capital ratio
|
10.83
|
%
|
|
10.86
|
%
|
||
Common equity tier 1 capital ratio
|
9.01
|
%
|
|
N/A
|
|
Tier 1 leverage ratio
|
7.99
|
%
|
|
7.59
|
%
|
||
Banc of California, NA
|
|
|
|
||||
Total risk-based capital ratio
|
13.58
|
%
|
|
14.52
|
%
|
||
Tier 1 risk-based capital ratio
|
12.86
|
%
|
|
13.45
|
%
|
||
Common equity tier 1 capital ratio
|
12.86
|
%
|
|
N/A
|
|
||
Tier 1 leverage ratio
|
9.49
|
%
|
|
9.41
|
%
|
(1)
|
Ratio of dividends declared per common share to basic earnings per common share. Not applicable for the three months ended March 31, 2014 due to the net loss attributable to common stockholders for the years.
|
(2)
|
Net interest income divided by average interest-earning assets.
|
(3)
|
Efficiency ratio represents noninterest expense as a percentage of net interest income plus noninterest income.
|
(4)
|
The Company completed the BPNA Branch Acquisition on November 8, 2014 and its acquisition of RenovationReady on January 31, 2014.
|
|
Three Months Ended
March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
($ in thousands)
|
||||||
Average total stockholders' equity
|
$
|
517,335
|
|
|
$
|
329,617
|
|
Less average preferred stock
|
(79,877
|
)
|
|
(79,877
|
)
|
||
Less average goodwill
|
(31,591
|
)
|
|
(30,923
|
)
|
||
Less average other intangible assets
|
(24,720
|
)
|
|
(11,832
|
)
|
||
Average tangible common equity
|
$
|
381,147
|
|
|
$
|
206,985
|
|
|
|
|
|
||||
Net income
|
$
|
12,574
|
|
|
$
|
749
|
|
Less preferred stock dividends
|
(910
|
)
|
|
(910
|
)
|
||
Add amortization of intangible assets, net of tax
(1)
|
1,004
|
|
|
610
|
|
||
Add impairment on intangible assets, net of tax
(1)
|
—
|
|
|
—
|
|
||
Adjusted net income
|
$
|
12,668
|
|
|
$
|
449
|
|
|
|
|
|
||||
Return on average equity
|
9.86
|
%
|
|
0.92
|
%
|
||
Return on average tangible common equity
|
13.48
|
%
|
|
0.88
|
%
|
(1)
|
Utilized a 35 percent tax rate
|
•
|
Completed the issuance and sale of $175.0 million aggregate principal amount of its 5.25 percent Senior Notes on April 6, 2015.
|
•
|
Completed the issuance and sale of depositary shares each representing a 1/40
th
interest in a share of Non-Cumulative Perpetual Preferred Stock, Series D, for gross proceeds of $111.4 million on April 8, 2015, including $14.5 million from the exercise in full of the underwriters' over-allotment option.
|
•
|
Net income was
$12.6 million
for the three months ended
March 31, 2015
,
an increase
of
$11.8 million
from
$749 thousand
for the three months ended
March 31, 2014
.
|
•
|
Total interest and dividend income was
$60.8 million
for the three months ended
March 31, 2015
,
an increase
of
$18.0 million
, or
42.1 percent
, from
$42.8 million
for the three months ended
March 31, 2014
.
|
•
|
Net interest margin was
3.69 percent
and
4.00 percent
for the three months ended
March 31, 2015
and
2014
, respectively. Cost of total interest-bearing liabilities was
0.76%
and
1.05%
for the three months ended
March 31, 2015
and
2014
, respectively.
|
•
|
Net interest income was
$52.0 million
for the three months ended
March 31, 2015
,
an increase
of
$16.8 million
, or
47.8 percent
, from
$35.2 million
for the three months ended
March 31, 2014
.
|
•
|
Noninterest income was
$46.0 million
for the three months ended
March 31, 2015
,
an increase
of
$20.7 million
, or
81.9 percent
, from
$25.3 million
for the three months ended
March 31, 2014
. The Company recognized net revenue on mortgage banking activities of
$37.9 million
and
$17.3 million
for the three months ended
March 31, 2015
and
2014
, respectively.
|
•
|
Noninterest expense was
$75.9 million
for the three months ended
March 31, 2015
,
an increase
of
$18.3 million
, or
31.7 percent
, from
$57.6 million
for the three months ended
March 31, 2014
. The increase relates predominantly to a higher salaries and employee benefits expense related to increased headcount as a result of growth and the acquisitions the Company completed during 2014.
|
•
|
Total assets were
$6.10 billion
at
March 31, 2015
,
an increase
of
$126.1 million
, or
2.1 percent
, from
$5.97 billion
at
December 31, 2014
. due primarily to an increase in securities available for sale, loans held for sale and an increase in cash and cash equivalents. Average total assets were
$5.93 billion
for the three months ended
March 31, 2015
,
an increase
of
$2.20 billion
, or
59.1 percent
, from
$3.73 billion
for the three months ended
March 31, 2014
.
|
•
|
Loans and leases receivable, net of allowance for loan and lease losses were
$3.90 billion
at
March 31, 2015
,
a decrease
of
$15.3 million
, or
0.4 percent
, from
$3.92 billion
at
December 31, 2014
. Loans held for sale were
$1.24 billion
at
March 31, 2015
,
an increase
of
$53.9 million
, or
4.5 percent
, from
$1.19 billion
at
December 31, 2014
due to more originations than sales during the period. Average gross loans and leases was
$5.14 billion
for the three months ended
March 31, 2015
,
an increase
of
$1.85 billion
, or
56.2 percent
, from
$3.29 billion
for the three months ended
March 31, 2014
, primarily due to the loans acquired in the BPNA Branch Acquisition.
|
•
|
Total deposits were
$4.86 billion
at
March 31, 2015
,
an increase
of
$190.2 million
, or
4.1 percent
, from
$4.67 billion
at
December 31, 2014
. Average total deposits were
$4.77 billion
for the three months ended
March 31, 2015
,
an increase
of
$1.76 billion
, or
58.5 percent
, from
$3.01 billion
for the three months ended
March 31, 2014
, primarily due to the deposits assumed in the BPNA Branch Acquisition.
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands, except per share data)
|
||||||
Interest and dividend income
|
$
|
60,780
|
|
|
$
|
42,776
|
|
Interest expense
|
8,783
|
|
|
7,591
|
|
||
Net interest income
|
51,997
|
|
|
35,185
|
|
||
Provision for loan and lease losses
|
—
|
|
|
1,929
|
|
||
Noninterest income
|
45,980
|
|
|
25,278
|
|
||
Noninterest expense
|
75,879
|
|
|
57,594
|
|
||
Income before income taxes
|
22,098
|
|
|
940
|
|
||
Income tax expense
|
9,524
|
|
|
191
|
|
||
Net income
|
12,574
|
|
|
749
|
|
||
Preferred stock dividends
|
910
|
|
|
910
|
|
||
Net income (loss) available to common stockholders
|
$
|
11,664
|
|
|
$
|
(161
|
)
|
Basic earnings (loss) per total common share
|
$
|
0.30
|
|
|
$
|
(0.01
|
)
|
Diluted earnings (loss) per total common share
|
$
|
0.29
|
|
|
$
|
(0.01
|
)
|
|
Three Months Ended March 31,
|
||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||
|
Average
Balance
|
|
Interest
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Cost
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross loans and leases
(1)
|
$
|
5,139,399
|
|
|
$
|
58,155
|
|
|
4.59
|
%
|
|
$
|
3,289,689
|
|
|
$
|
41,530
|
|
|
5.12
|
%
|
Securities
|
354,475
|
|
|
1,927
|
|
|
2.20
|
%
|
|
163,007
|
|
|
924
|
|
|
2.30
|
%
|
||||
Other interest-earning assets
(2)
|
219,892
|
|
|
698
|
|
|
1.29
|
%
|
|
115,396
|
|
|
322
|
|
|
1.13
|
%
|
||||
Total interest-earning assets
|
5,713,766
|
|
|
60,780
|
|
|
4.31
|
%
|
|
3,568,092
|
|
|
42,776
|
|
|
4.86
|
%
|
||||
Allowance for loan and lease losses
|
(29,623
|
)
|
|
|
|
|
|
(19,392
|
)
|
|
|
|
|
||||||||
BOLI and non-interest earning assets
(3)
|
247,283
|
|
|
|
|
|
|
179,470
|
|
|
|
|
|
||||||||
Total assets
|
$
|
5,931,426
|
|
|
|
|
|
|
$
|
3,728,170
|
|
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings
|
$
|
945,530
|
|
|
1,748
|
|
|
0.75
|
%
|
|
$
|
966,361
|
|
|
2,516
|
|
|
1.06
|
%
|
||
Interest-bearing checking
|
1,042,895
|
|
|
2,041
|
|
|
0.79
|
%
|
|
593,126
|
|
|
1,715
|
|
|
1.17
|
%
|
||||
Money market
|
1,092,987
|
|
|
958
|
|
|
0.36
|
%
|
|
515,131
|
|
|
572
|
|
|
0.45
|
%
|
||||
Certificates of deposit
|
1,004,261
|
|
|
1,614
|
|
|
0.65
|
%
|
|
518,266
|
|
|
932
|
|
|
0.73
|
%
|
||||
FHLB advances
|
487,600
|
|
|
353
|
|
|
0.29
|
%
|
|
259,611
|
|
|
100
|
|
|
0.16
|
%
|
||||
Notes payable and other interest-bearing liabilities
|
96,379
|
|
|
2,069
|
|
|
8.71
|
%
|
|
91,020
|
|
|
1,756
|
|
|
7.82
|
%
|
||||
Total interest-bearing liabilities
|
4,669,652
|
|
|
8,783
|
|
|
0.76
|
%
|
|
2,943,515
|
|
|
7,591
|
|
|
1.05
|
%
|
||||
Noninterest-bearing deposits
|
682,492
|
|
|
|
|
|
|
416,074
|
|
|
|
|
|
||||||||
Non-interest-bearing liabilities
|
61,947
|
|
|
|
|
|
|
38,964
|
|
|
|
|
|
||||||||
Total liabilities
|
5,414,091
|
|
|
|
|
|
|
3,398,553
|
|
|
|
|
|
||||||||
Total stockholders’ equity
|
517,335
|
|
|
|
|
|
|
329,617
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
5,931,426
|
|
|
|
|
|
|
$
|
3,728,170
|
|
|
|
|
|
||||||
Net interest income/spread
|
|
|
$
|
51,997
|
|
|
3.55
|
%
|
|
|
|
$
|
35,185
|
|
|
3.81
|
%
|
||||
Net interest margin
(4)
|
|
|
|
|
3.69
|
%
|
|
|
|
|
|
4.00
|
%
|
||||||||
Ratio of interest-earning assets to interest-bearing liabilities
|
122.36
|
%
|
|
|
|
|
|
121.22
|
%
|
|
|
|
|
(1)
|
Gross loans and leases are net of deferred fees, related direct cost and discounts, but exclude the allowance for loan and lease losses. Non-accrual loans and leases are included in the average balance. Loan (costs) fees of
$(109) thousand
and
$169 thousand
and accretion of discount on purchased loans of
$6.8 million
and
$10.4 million
for the three months ended
March 31, 2015
and
2014
, respectively, are included in interest income.
|
(2)
|
Includes average balance of FHLB stock at cost and average time deposits with other financial institutions.
|
(3)
|
Includes average balance of bank-owned life insurance of
$19.1 million
and
$18.9 million
for the three months ended
March 31, 2015
and
2014
, respectively.
|
(4)
|
Annualized net interest income divided by average interest-earning assets.
|
|
Three Months Ended March 31,
2015 vs. 2014 |
||||||||||
|
Increase (Decrease)
Due to
|
|
Net
Increase
(Decrease)
|
||||||||
|
Volume
|
|
Rate
|
|
|||||||
|
(In thousands)
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
||||||
Gross loans and leases
|
$
|
21,307
|
|
|
$
|
(4,682
|
)
|
|
$
|
16,625
|
|
Securities
|
1,042
|
|
|
(39
|
)
|
|
1,003
|
|
|||
Other interest-earning assets
|
327
|
|
|
49
|
|
|
376
|
|
|||
Total interest-earning assets
|
$
|
22,676
|
|
|
$
|
(4,672
|
)
|
|
$
|
18,004
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
||||||
Savings
|
$
|
(53
|
)
|
|
$
|
(715
|
)
|
|
$
|
(768
|
)
|
Interest-bearing checking
|
1,006
|
|
|
(680
|
)
|
|
326
|
|
|||
Money market
|
527
|
|
|
(141
|
)
|
|
386
|
|
|||
Certificates of deposit
|
790
|
|
|
(108
|
)
|
|
682
|
|
|||
FHLB advances
|
127
|
|
|
126
|
|
|
253
|
|
|||
Notes payable and other interest-bearing liabilities
|
107
|
|
|
206
|
|
|
313
|
|
|||
Total interest-bearing liabilities
|
2,504
|
|
|
(1,312
|
)
|
|
1,192
|
|
|||
Net interest income
|
$
|
20,172
|
|
|
$
|
(3,360
|
)
|
|
$
|
16,812
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Customer service fees
|
$
|
910
|
|
|
$
|
253
|
|
Loan servicing (loss) income
|
(442
|
)
|
|
1,253
|
|
||
Income from bank owned life insurance
|
59
|
|
|
47
|
|
||
Net (loss) gain on sale of securities available for sale
|
(2
|
)
|
|
507
|
|
||
Net gain on sale of loans
|
4,472
|
|
|
2,603
|
|
||
Net revenue on mortgage banking activities
|
37,933
|
|
|
17,324
|
|
||
Advisory service fees
|
1,197
|
|
|
1,110
|
|
||
Loan brokerage income
|
1,141
|
|
|
1,911
|
|
||
Other income
|
712
|
|
|
270
|
|
||
Total noninterest income
|
$
|
45,980
|
|
|
$
|
25,278
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Salaries and employee benefits, excluding commissions
|
$
|
38,192
|
|
|
$
|
27,851
|
|
Commissions for mortgage banking activities
|
11,579
|
|
|
6,830
|
|
||
Salaries and employee benefits
|
49,771
|
|
|
34,681
|
|
||
Occupancy and equipment
|
9,771
|
|
|
8,537
|
|
||
Professional fees
|
3,435
|
|
|
3,865
|
|
||
Data processing
|
1,835
|
|
|
791
|
|
||
Advertising
|
912
|
|
|
1,075
|
|
||
Regulatory assessments
|
1,354
|
|
|
941
|
|
||
Loan servicing and foreclosure expense
|
319
|
|
|
175
|
|
||
Valuation allowance for other real estate owned
|
22
|
|
|
—
|
|
||
Net (gain) loss on sales of other real estate owned
|
(17
|
)
|
|
—
|
|
||
Provision for loan repurchases
|
845
|
|
|
571
|
|
||
Amortization of intangible assets
|
1,544
|
|
|
939
|
|
||
All other expense
|
6,088
|
|
|
6,019
|
|
||
Total noninterest expense
|
$
|
75,879
|
|
|
$
|
57,594
|
|
|
As of or For the Three Months Ended
|
||||||||||||||||||||||
|
Banking
|
|
Mortgage Banking
|
|
Financial Advisory and Asset Management
|
|
Corporate/ Other
|
|
Inter-segment Elimination
|
|
Consolidated
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
51,552
|
|
|
$
|
2,501
|
|
|
$
|
—
|
|
|
$
|
(2,056
|
)
|
|
$
|
—
|
|
|
$
|
51,997
|
|
Provision for loan and lease losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Noninterest income
|
7,855
|
|
|
36,928
|
|
|
2,622
|
|
|
—
|
|
|
(1,425
|
)
|
|
45,980
|
|
||||||
Noninterest expense
|
43,492
|
|
|
29,797
|
|
|
1,980
|
|
|
2,035
|
|
|
(1,425
|
)
|
|
75,879
|
|
||||||
Income (loss) before income taxes
|
$
|
15,915
|
|
|
$
|
9,632
|
|
|
$
|
642
|
|
|
$
|
(4,091
|
)
|
|
$
|
—
|
|
|
$
|
22,098
|
|
Total assets
|
$
|
5,684,574
|
|
|
$
|
406,215
|
|
|
$
|
2,987
|
|
|
$
|
25,424
|
|
|
$
|
(21,845
|
)
|
|
$
|
6,097,355
|
|
March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
34,900
|
|
|
$
|
1,869
|
|
|
$
|
—
|
|
|
$
|
(1,584
|
)
|
|
$
|
—
|
|
|
$
|
35,185
|
|
Provision for loan and lease losses
|
1,929
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,929
|
|
||||||
Noninterest income
|
5,796
|
|
|
18,369
|
|
|
2,993
|
|
|
3
|
|
|
(1,883
|
)
|
|
25,278
|
|
||||||
Noninterest expense
|
31,681
|
|
|
22,849
|
|
|
2,246
|
|
|
2,701
|
|
|
(1,883
|
)
|
|
57,594
|
|
||||||
Income (loss) before income taxes
|
$
|
7,086
|
|
|
$
|
(2,611
|
)
|
|
$
|
747
|
|
|
$
|
(4,282
|
)
|
|
$
|
—
|
|
|
$
|
940
|
|
Total assets
|
$
|
3,816,728
|
|
|
$
|
202,555
|
|
|
$
|
3,943
|
|
|
$
|
19,257
|
|
|
$
|
(12,018
|
)
|
|
$
|
4,030,465
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value |
||||||||
|
(In thousands)
|
||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Available for sale
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
$
|
1,600
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
1,635
|
|
U.S. government-sponsored entities and agency securities
|
1,943
|
|
|
58
|
|
|
—
|
|
|
2,001
|
|
||||
Private label residential mortgage-backed securities
|
2,607
|
|
|
11
|
|
|
(3
|
)
|
|
2,615
|
|
||||
Agency mortgage-backed securities
|
383,287
|
|
|
4,224
|
|
|
(176
|
)
|
|
387,335
|
|
||||
Total securities available for sale
|
$
|
389,437
|
|
|
$
|
4,328
|
|
|
$
|
(179
|
)
|
|
$
|
393,586
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Available for sale
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
$
|
1,697
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
1,715
|
|
U.S. government-sponsored entities and agency securities
|
1,940
|
|
|
42
|
|
|
—
|
|
|
1,982
|
|
||||
Private label residential mortgage-backed securities
|
3,169
|
|
|
12
|
|
|
(13
|
)
|
|
3,168
|
|
||||
Agency mortgage-backed securities
|
338,072
|
|
|
1,363
|
|
|
(605
|
)
|
|
338,830
|
|
||||
Total securities available for sale
|
$
|
344,878
|
|
|
$
|
1,435
|
|
|
$
|
(618
|
)
|
|
$
|
345,695
|
|
|
March 31, 2015
|
||||||
|
Amortized
Cost
|
|
Fair
Value |
||||
|
(In thousands)
|
||||||
Maturity:
|
|
|
|
||||
Available for sale
|
|
|
|
||||
Within one year
|
$
|
—
|
|
|
$
|
—
|
|
One to five years
|
1,943
|
|
|
2,001
|
|
||
Five to ten years
|
—
|
|
|
—
|
|
||
Greater than ten years
|
—
|
|
|
—
|
|
||
SBA loan pool, private label residential mortgage-backed and agency mortgage-backed securities
|
387,494
|
|
|
391,585
|
|
||
Total
|
$
|
389,437
|
|
|
$
|
393,586
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Gross realized gains on sales of securities available for sale
|
$
|
—
|
|
|
$
|
545
|
|
Gross realized losses on sales of securities available for sale
|
(2
|
)
|
|
(38
|
)
|
||
Net realized gains (losses) on sales of securities available for sale
|
$
|
(2
|
)
|
|
$
|
507
|
|
Proceeds from sales of securities available for sale
|
$
|
174
|
|
|
$
|
50,973
|
|
Tax benefit on sales of securities available for sale
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value |
|
Gross
Unrealized
Losses
|
|
Fair
Value |
|
Gross
Unrealized
Losses
|
|
Fair
Value |
|
Gross
Unrealized
Losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private label residential mortgage-backed securities
|
$
|
176
|
|
|
$
|
(1
|
)
|
|
$
|
850
|
|
|
$
|
(2
|
)
|
|
$
|
1,026
|
|
|
$
|
(3
|
)
|
Agency mortgage-backed securities
|
33,682
|
|
|
(111
|
)
|
|
11,336
|
|
|
(65
|
)
|
|
45,018
|
|
|
(176
|
)
|
||||||
Total securities available for sale
|
$
|
33,858
|
|
|
$
|
(112
|
)
|
|
$
|
12,186
|
|
|
$
|
(67
|
)
|
|
$
|
46,044
|
|
|
$
|
(179
|
)
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available for sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private label residential mortgage-backed securities
|
$
|
372
|
|
|
$
|
(9
|
)
|
|
$
|
1,355
|
|
|
$
|
(4
|
)
|
|
$
|
1,727
|
|
|
$
|
(13
|
)
|
Agency mortgage-backed securities
|
68,200
|
|
|
(332
|
)
|
|
22,212
|
|
|
(273
|
)
|
|
90,412
|
|
|
(605
|
)
|
||||||
Total securities available for sale
|
$
|
68,572
|
|
|
$
|
(341
|
)
|
|
$
|
23,567
|
|
|
$
|
(277
|
)
|
|
$
|
92,139
|
|
|
$
|
(618
|
)
|
|
March 31, 2015
|
|
December 31,
2014
|
|
Amount
Change
|
|
Percentage
Change
|
|||||||
|
($ in thousands)
|
|||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|||||||
Commercial and industrial
|
$
|
489,229
|
|
|
$
|
490,900
|
|
|
$
|
(1,671
|
)
|
|
(0.3
|
)%
|
Commercial real estate
|
975,734
|
|
|
999,857
|
|
|
(24,123
|
)
|
|
(2.4
|
)%
|
|||
Multi-family
|
940,053
|
|
|
955,683
|
|
|
(15,630
|
)
|
|
(1.6
|
)%
|
|||
SBA
|
48,254
|
|
|
36,155
|
|
|
12,099
|
|
|
33.5
|
%
|
|||
Construction
|
38,081
|
|
|
42,198
|
|
|
(4,117
|
)
|
|
(9.8
|
)%
|
|||
Lease financing
|
102,012
|
|
|
85,749
|
|
|
16,263
|
|
|
19.0
|
%
|
|||
Consumer:
|
|
|
|
|
|
|
|
|||||||
Single family residential mortgage
|
1,049,176
|
|
|
1,048,485
|
|
|
691
|
|
|
0.1
|
%
|
|||
Green Loans (HELOC)—first liens
|
119,958
|
|
|
123,177
|
|
|
(3,219
|
)
|
|
(2.6
|
)%
|
|||
Green Loans (HELOC)—second liens
|
4,748
|
|
|
4,979
|
|
|
(231
|
)
|
|
(4.6
|
)%
|
|||
Other consumer
|
166,470
|
|
|
161,939
|
|
|
4,531
|
|
|
2.8
|
%
|
|||
Gross loans and leases
|
3,933,715
|
|
|
3,949,122
|
|
|
(15,407
|
)
|
|
(0.4
|
)%
|
|||
Allowance for loan and lease losses
|
(29,345
|
)
|
|
(29,480
|
)
|
|
135
|
|
|
(0.5
|
)%
|
|||
Loans and leases receivable, net
|
$
|
3,904,370
|
|
|
$
|
3,919,642
|
|
|
$
|
(15,272
|
)
|
|
(0.4
|
)%
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||
|
($ in thousands)
|
||||||||||||||||
Green Loans (HELOC)—first liens
|
147
|
|
$
|
119,958
|
|
|
33.9
|
%
|
|
148
|
|
$
|
123,177
|
|
|
35.1
|
%
|
Interest-only—first liens
|
204
|
|
216,765
|
|
|
61.2
|
%
|
|
207
|
|
209,207
|
|
|
59.7
|
%
|
||
Negative amortization
|
31
|
|
12,241
|
|
|
3.5
|
%
|
|
32
|
|
13,099
|
|
|
3.7
|
%
|
||
Total NTM—first liens
|
382
|
|
348,964
|
|
|
98.6
|
%
|
|
387
|
|
345,483
|
|
|
98.5
|
%
|
||
Green Loans (HELOC)—second liens
|
19
|
|
4,748
|
|
|
1.3
|
%
|
|
19
|
|
4,979
|
|
|
1.4
|
%
|
||
Interest-only—second liens
|
1
|
|
113
|
|
|
0.1
|
%
|
|
1
|
|
113
|
|
|
0.1
|
%
|
||
Total NTM—second liens
|
20
|
|
4,861
|
|
|
1.4
|
%
|
|
20
|
|
5,092
|
|
|
1.5
|
%
|
||
Total NTM loans
|
402
|
|
$
|
353,825
|
|
|
100.0
|
%
|
|
407
|
|
$
|
350,575
|
|
|
100.0
|
%
|
Total gross loan portfolio
|
|
|
$
|
3,933,715
|
|
|
|
|
|
|
$
|
3,949,122
|
|
|
|
||
% of NTM to total gross loan portfolio
|
|
|
9.0
|
%
|
|
|
|
|
|
8.9
|
%
|
|
|
|
Green
|
|
Interest Only
|
|
Negative Amortization
|
|
Total
|
||||||||||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||||||||
LTV’s (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
< 61
|
77
|
|
|
$
|
56,136
|
|
|
46.7
|
%
|
|
60
|
|
|
$
|
99,152
|
|
|
45.8
|
%
|
|
15
|
|
|
$
|
5,960
|
|
|
48.7
|
%
|
|
152
|
|
|
$
|
161,248
|
|
|
46.2
|
%
|
61 – 80
|
45
|
|
|
46,129
|
|
|
38.5
|
%
|
|
52
|
|
|
83,480
|
|
|
38.5
|
%
|
|
12
|
|
|
5,312
|
|
|
43.4
|
%
|
|
109
|
|
|
134,921
|
|
|
38.7
|
%
|
||||
81 – 100
|
18
|
|
|
11,833
|
|
|
9.9
|
%
|
|
33
|
|
|
15,463
|
|
|
7.1
|
%
|
|
3
|
|
|
579
|
|
|
4.7
|
%
|
|
54
|
|
|
27,875
|
|
|
8.0
|
%
|
||||
> 100
|
7
|
|
|
5,860
|
|
|
4.9
|
%
|
|
59
|
|
|
18,670
|
|
|
8.6
|
%
|
|
1
|
|
|
390
|
|
|
3.2
|
%
|
|
67
|
|
|
24,920
|
|
|
7.1
|
%
|
||||
Total
|
147
|
|
|
$
|
119,958
|
|
|
100.0
|
%
|
|
204
|
|
|
$
|
216,765
|
|
|
100.0
|
%
|
|
31
|
|
|
$
|
12,241
|
|
|
100.0
|
%
|
|
382
|
|
|
$
|
348,964
|
|
|
100.0
|
%
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
< 61
|
77
|
|
|
$
|
58,856
|
|
|
47.8
|
%
|
|
60
|
|
|
$
|
93,254
|
|
|
44.7
|
%
|
|
15
|
|
|
$
|
6,023
|
|
|
46.0
|
%
|
|
152
|
|
|
$
|
158,133
|
|
|
45.8
|
%
|
61 – 80
|
45
|
|
|
46,177
|
|
|
37.5
|
%
|
|
54
|
|
|
81,472
|
|
|
38.9
|
%
|
|
12
|
|
|
5,901
|
|
|
45.0
|
%
|
|
111
|
|
|
133,550
|
|
|
38.6
|
%
|
||||
81 – 100
|
18
|
|
|
11,846
|
|
|
9.6
|
%
|
|
33
|
|
|
14,927
|
|
|
7.1
|
%
|
|
4
|
|
|
781
|
|
|
6.0
|
%
|
|
55
|
|
|
27,554
|
|
|
8.0
|
%
|
||||
> 100
|
8
|
|
|
6,298
|
|
|
5.1
|
%
|
|
60
|
|
|
19,554
|
|
|
9.3
|
%
|
|
1
|
|
|
394
|
|
|
3.0
|
%
|
|
69
|
|
|
26,246
|
|
|
7.6
|
%
|
||||
Total
|
148
|
|
|
$
|
123,177
|
|
|
100.0
|
%
|
|
207
|
|
|
$
|
209,207
|
|
|
100.0
|
%
|
|
32
|
|
|
$
|
13,099
|
|
|
100.0
|
%
|
|
387
|
|
|
$
|
345,483
|
|
|
100.0
|
%
|
(1)
|
LTV represents estimated current loan to value ratio, determined by dividing current unpaid principal balance by latest estimated property value received per the Company policy.
|
|
March 31, 2015
|
|
December 31, 2014
|
|
Change
|
||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||
FICO Score
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
800+
|
28
|
|
|
$
|
19,448
|
|
|
16.2
|
%
|
|
28
|
|
|
$
|
20,248
|
|
|
16.4
|
%
|
|
—
|
|
|
$
|
(800
|
)
|
|
(0.2
|
)%
|
700-799
|
72
|
|
|
50,769
|
|
|
42.3
|
%
|
|
72
|
|
|
52,532
|
|
|
42.7
|
%
|
|
—
|
|
|
(1,763
|
)
|
|
(0.4
|
)%
|
|||
600-699
|
28
|
|
|
30,431
|
|
|
25.4
|
%
|
|
29
|
|
|
31,053
|
|
|
25.2
|
%
|
|
(1
|
)
|
|
(622
|
)
|
|
0.2
|
%
|
|||
<600
|
8
|
|
|
11,873
|
|
|
9.9
|
%
|
|
8
|
|
|
11,893
|
|
|
9.7
|
%
|
|
—
|
|
|
(20
|
)
|
|
0.2
|
%
|
|||
No FICO
|
11
|
|
|
7,437
|
|
|
6.2
|
%
|
|
11
|
|
|
7,451
|
|
|
6.0
|
%
|
|
—
|
|
|
(14
|
)
|
|
0.2
|
%
|
|||
Totals
|
147
|
|
|
$
|
119,958
|
|
|
100.0
|
%
|
|
148
|
|
|
$
|
123,177
|
|
|
100.0
|
%
|
|
(1
|
)
|
|
$
|
(3,219
|
)
|
|
—
|
%
|
|
March 31, 2015
|
|
December 31,
2014
|
|
Amount
Change
|
|
Percentage
Change
|
|||||||
|
($ in thousands)
|
|||||||||||||
Loans past due 90 days or more still on accrual
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
NM
|
|
Nonaccrual loans
|
42,754
|
|
|
38,381
|
|
|
4,373
|
|
|
11.4
|
%
|
|||
Total non-performing loans
|
42,754
|
|
|
38,381
|
|
|
4,373
|
|
|
11.4
|
%
|
|||
Other real estate owned
|
498
|
|
|
423
|
|
|
75
|
|
|
17.7
|
%
|
|||
Total non-performing assets
|
$
|
43,252
|
|
|
$
|
38,804
|
|
|
$
|
4,448
|
|
|
11.5
|
%
|
Performing restructured loans
|
$
|
7,431
|
|
|
$
|
6,346
|
|
|
$
|
1,085
|
|
|
17.1
|
%
|
Total non-performing loans to gross loans and leases
|
1.09
|
%
|
|
0.97
|
%
|
|
|
|
|
|||||
Total non-performing assets to total assets
|
0.71
|
%
|
|
0.65
|
%
|
|
|
|
|
|||||
Allowance for loan and lease losses to non-performing loans
|
68.64
|
%
|
|
76.81
|
%
|
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
NTM Loans
|
|
Traditional
Loans
|
|
Total
|
|
NTM Loans
|
|
Traditional
Loans
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
SBA
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
—
|
|
|
4,543
|
|
|
4,543
|
|
|
—
|
|
|
4,269
|
|
|
4,269
|
|
||||||
Green Loans (HELOC) - first liens
|
4,549
|
|
|
—
|
|
|
4,549
|
|
|
3,442
|
|
|
—
|
|
|
3,442
|
|
||||||
Green Loans (HELOC) - second liens
|
294
|
|
|
—
|
|
|
294
|
|
|
294
|
|
|
—
|
|
|
294
|
|
||||||
Total
|
$
|
4,843
|
|
|
$
|
4,552
|
|
|
$
|
9,395
|
|
|
$
|
3,736
|
|
|
$
|
4,275
|
|
|
$
|
8,011
|
|
•
|
Expand the look-back period to 28 rolling quarters to capture the full economic cycle.
|
•
|
Utilize net historical losses versus gross historical losses.
|
•
|
Expand the peer group used to determine industry average loss history to include three industry groups: i) all U.S. financial and bank holding companies; ii) all California financial and bank holding companies; iii) the peer group average from the Uniform Bank Performance Report.
|
•
|
Apply the segment specific loss emergence period to each segment's loss.
|
•
|
Determine qualitative reserves at each loan segment level based on a baseline risk weighting adjusted for current risks, trends and business conditions.
|
•
|
Disaggregate certain qualitative factors to be determined on the portfolio segment level.
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
($ in thousands)
|
||||||
Allowance for loan and lease losses at beginning of period
|
$
|
29,480
|
|
|
$
|
18,805
|
|
Charge-offs:
|
|
|
|
||||
Commercial and industrial
|
(11
|
)
|
|
—
|
|
||
Commercial real estate
|
(259
|
)
|
|
—
|
|
||
Multi-family
|
—
|
|
|
—
|
|
||
SBA
|
—
|
|
|
(17
|
)
|
||
Construction
|
—
|
|
|
—
|
|
||
Lease financing
|
(87
|
)
|
|
—
|
|
||
Single family residential mortgage
|
—
|
|
|
(151
|
)
|
||
Other consumer
|
—
|
|
|
(35
|
)
|
||
Total charge-offs
|
(357
|
)
|
|
(203
|
)
|
||
Recoveries:
|
|
|
|
||||
Commercial and industrial
|
3
|
|
|
26
|
|
||
Commercial real estate
|
132
|
|
|
316
|
|
||
Multi-family
|
3
|
|
|
—
|
|
||
SBA
|
72
|
|
|
92
|
|
||
Construction
|
—
|
|
|
—
|
|
||
Lease financing
|
—
|
|
|
—
|
|
||
Single family residential mortgage
|
—
|
|
|
—
|
|
||
Other consumer
|
12
|
|
|
1
|
|
||
Total recoveries
|
222
|
|
|
435
|
|
||
Transfer from (to) held-for-sale
|
—
|
|
|
(963
|
)
|
||
Provision for loan and lease losses
|
—
|
|
|
1,929
|
|
||
Allowance for loan and lease losses at end of period
|
$
|
29,345
|
|
|
$
|
20,003
|
|
Average total gross loans and leases held for investment
|
$
|
3,896,456
|
|
|
$
|
2,415,196
|
|
Total gross loans and leases held for investment at end of period
|
$
|
3,933,715
|
|
|
$
|
2,396,995
|
|
Ratios:
|
|
|
|
||||
Annualized net loan charge-offs to average total gross loans held for investment
|
0.01
|
%
|
|
(0.04
|
)%
|
||
Allowance for loan and lease losses to total gross loans held for investment
|
0.75
|
%
|
|
0.83
|
%
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Allowance for
Loan and
Lease Losses
|
|
Loans and
Leases
Receivable
|
|
Allowance for
Loan and
Lease Losses
|
|
Loans and
Leases
Receivable
|
||||||||
|
(In thousands)
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
6,484
|
|
|
$
|
489,229
|
|
|
$
|
6,910
|
|
|
$
|
490,900
|
|
Commercial real estate
|
3,904
|
|
|
975,734
|
|
|
3,840
|
|
|
999,857
|
|
||||
Multi-family
|
7,164
|
|
|
940,053
|
|
|
7,179
|
|
|
955,683
|
|
||||
SBA
|
566
|
|
|
48,254
|
|
|
335
|
|
|
36,155
|
|
||||
Construction
|
695
|
|
|
38,081
|
|
|
846
|
|
|
42,198
|
|
||||
Lease financing
|
1,195
|
|
|
102,012
|
|
|
873
|
|
|
85,749
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
6,960
|
|
|
1,169,134
|
|
|
7,192
|
|
|
1,171,662
|
|
||||
Other consumer
|
2,013
|
|
|
171,218
|
|
|
2,305
|
|
|
166,918
|
|
||||
Unallocated
|
364
|
|
|
|
|
|
—
|
|
|
|
|
||||
Total
|
$
|
29,345
|
|
|
$
|
3,933,715
|
|
|
$
|
29,480
|
|
|
$
|
3,949,122
|
|
|
March 31, 2015
|
|
December 31, 2014
|
|
Amount
Change
|
|
Percentage
Change
|
|||||||
|
($ in thousands)
|
|||||||||||||
Loan and lease breakdown by ALLL evaluation type:
|
|
|
|
|
|
|
|
|||||||
Originated:
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
$
|
29,301
|
|
|
$
|
29,287
|
|
|
$
|
14
|
|
|
—
|
%
|
Collectively evaluated for impairment
|
1,947,212
|
|
|
1,892,240
|
|
|
54,972
|
|
|
2.9
|
%
|
|||
Acquired through business acquisitions - non-impaired:
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
2,818
|
|
|
4,191
|
|
|
(1,373
|
)
|
|
(32.8
|
)%
|
|||
Collectively evaluated for impairment
|
1,358,184
|
|
|
1,411,927
|
|
|
(53,743
|
)
|
|
(3.8
|
)%
|
|||
Seasoned SFR mortgage loan pools - non-impaired
|
354,402
|
|
|
364,580
|
|
|
(10,178
|
)
|
|
(2.8
|
)%
|
|||
Acquired with deteriorated credit quality
|
241,798
|
|
|
246,897
|
|
|
(5,099
|
)
|
|
(2.1
|
)%
|
|||
Total loans and leases
|
$
|
3,933,715
|
|
|
$
|
3,949,122
|
|
|
$
|
(15,407
|
)
|
|
(0.4
|
)%
|
ALLL breakdown:
|
|
|
|
|
|
|
|
|||||||
Originated:
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
$
|
1,199
|
|
|
$
|
1,288
|
|
|
$
|
(89
|
)
|
|
(6.9
|
)%
|
Collectively evaluated for impairment
|
25,474
|
|
|
25,263
|
|
|
211
|
|
|
0.8
|
%
|
|||
Acquired through business acquisitions - non-impaired:
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|||
Collectively evaluated for impairment
|
2,466
|
|
|
2,906
|
|
|
(440
|
)
|
|
(15.1
|
)%
|
|||
Seasoned SFR mortgage loan pools - non-impaired
|
—
|
|
|
—
|
|
|
—
|
|
|
NM
|
|
|||
Acquired with deteriorated credit quality
|
206
|
|
|
23
|
|
|
183
|
|
|
795.7
|
%
|
|||
Total ALLL
|
$
|
29,345
|
|
|
$
|
29,480
|
|
|
$
|
(135
|
)
|
|
(0.5
|
)%
|
Discount on purchased/acquired loans and leases:
|
|
|
|
|
|
|
|
|||||||
Acquired through business acquisitions - non-impaired
|
$
|
16,877
|
|
|
$
|
17,866
|
|
|
$
|
(989
|
)
|
|
(5.5
|
)%
|
Seasoned SFR mortgage loan pools - non-impaired
|
28,967
|
|
|
29,955
|
|
|
(988
|
)
|
|
(3.3
|
)%
|
|||
Acquired with deteriorated credit quality
|
53,381
|
|
|
55,865
|
|
|
(2,484
|
)
|
|
(4.4
|
)%
|
|||
Total discount
|
$
|
99,225
|
|
|
$
|
103,686
|
|
|
$
|
(4,461
|
)
|
|
(4.3
|
)%
|
Ratios:
|
|
|
|
|
|
|
|
|||||||
To originated loans and leases:
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
4.09
|
%
|
|
4.40
|
%
|
|
(0.31
|
)%
|
|
|
||||
Collectively evaluated for impairment
|
1.31
|
%
|
|
1.34
|
%
|
|
(0.03
|
)%
|
|
|
||||
Total ALLL
|
1.35
|
%
|
|
1.38
|
%
|
|
(0.03
|
)%
|
|
|
||||
To originated and acquired non-impaired loans and leases:
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
3.73
|
%
|
|
3.85
|
%
|
|
(0.12
|
)%
|
|
|
||||
Collectively evaluated for impairment
|
0.85
|
%
|
|
0.85
|
%
|
|
—
|
%
|
|
|
||||
Total ALLL
|
0.87
|
%
|
|
0.88
|
%
|
|
(0.01
|
)%
|
|
|
||||
Total ALLL and discount
(1)
|
1.38
|
%
|
|
1.42
|
%
|
|
(0.04
|
)%
|
|
|
||||
To total loans and leases:
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
3.73
|
%
|
|
3.85
|
%
|
|
(0.12
|
)%
|
|
|
||||
Collectively evaluated for impairment
|
0.76
|
%
|
|
0.77
|
%
|
|
(0.01
|
)%
|
|
|
||||
Total ALLL
|
0.75
|
%
|
|
0.75
|
%
|
|
—
|
%
|
|
|
||||
Total ALLL and discount
(1)
|
3.27
|
%
|
|
3.37
|
%
|
|
(0.10
|
)%
|
|
|
(1)
|
Total ALLL plus discount divided by carrying value.
|
|
March 31, 2015
|
|
December 31, 2014
|
|
Change
|
|
Change
|
|||||||
|
($ in thousands)
|
|||||||||||||
Noninterest-bearing deposits
|
$
|
749,129
|
|
|
$
|
662,295
|
|
|
$
|
86,834
|
|
|
13.1
|
%
|
Interest-bearing demand deposits
|
1,032,482
|
|
|
1,054,828
|
|
|
(22,346
|
)
|
|
(2.1
|
)%
|
|||
Money market accounts
|
1,136,562
|
|
|
1,074,432
|
|
|
62,130
|
|
|
5.8
|
%
|
|||
Savings accounts
|
898,483
|
|
|
985,646
|
|
|
(87,163
|
)
|
|
(8.8
|
)%
|
|||
Certificates of deposit under $100,000
|
663,713
|
|
|
449,580
|
|
|
214,133
|
|
|
47.6
|
%
|
|||
Certificates of deposit of $100,000 or more
|
381,623
|
|
|
445,050
|
|
|
(63,427
|
)
|
|
(14.3
|
)%
|
|||
Total deposits
|
$
|
4,861,992
|
|
|
$
|
4,671,831
|
|
|
$
|
190,161
|
|
|
4.1
|
%
|
|
Three Months Ended
March 31, |
||||||
2015
|
|
2014
|
|||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
1,869
|
|
|
$
|
1,439
|
|
Provision for unfunded loan commitments
|
32
|
|
|
175
|
|
||
Balance at end of period
|
$
|
1,901
|
|
|
$
|
1,614
|
|
|
Three Months Ended
March 31, |
||||||
2015
|
|
2014
|
|||||
|
(In thousands)
|
||||||
Balance at beginning of period
|
$
|
8,303
|
|
|
$
|
5,427
|
|
Provision for loan repurchases
|
1,328
|
|
|
571
|
|
||
Payments made for loss reimbursement on sold loans
|
(1,199
|
)
|
|
(132
|
)
|
||
Balance at end of period
|
$
|
8,432
|
|
|
$
|
5,866
|
|
|
Commitments and Contractual Obligations
|
||||||||||||||||||
|
Total
Amount
Committed
|
|
Less Than
One Year
|
|
More Than
One Year
Through
Three Years
|
|
More Than
Three Year
Through
Five Years
|
|
Over Five
Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commitments to extend credit
|
$
|
220,771
|
|
|
$
|
159,775
|
|
|
$
|
22,619
|
|
|
$
|
8,355
|
|
|
$
|
30,022
|
|
Unused lines of credit
|
346,704
|
|
|
202,588
|
|
|
21,653
|
|
|
40,972
|
|
|
81,491
|
|
|||||
Standby letters of credit
|
11,950
|
|
|
8,847
|
|
|
1,500
|
|
|
750
|
|
|
853
|
|
|||||
Total commitments
|
$
|
579,425
|
|
|
$
|
371,210
|
|
|
$
|
45,772
|
|
|
$
|
50,077
|
|
|
$
|
112,366
|
|
FHLB advances
|
$
|
545,000
|
|
|
$
|
545,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other borrowings
|
15,000
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
129,216
|
|
|
11,876
|
|
|
19,613
|
|
|
12,713
|
|
|
85,014
|
|
|||||
Operating and capital lease obligations
|
46,539
|
|
|
13,874
|
|
|
18,538
|
|
|
7,708
|
|
|
6,419
|
|
|||||
Certificate of deposits
|
1,045,336
|
|
|
804,258
|
|
|
228,204
|
|
|
9,497
|
|
|
3,377
|
|
|||||
Total contractual obligations
|
$
|
1,781,091
|
|
|
$
|
1,390,008
|
|
|
$
|
266,355
|
|
|
$
|
29,918
|
|
|
$
|
94,810
|
|
|
Amount
|
|
Ratio
|
|
Minimum
Capital
Requirement
|
|
Ratio
|
|
Minimum
Required
to Be Well
Capitalized Under
Prompt Corrective
Action Provisions
|
|
Ratio
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
502,054
|
|
|
11.55
|
%
|
|
$
|
347,838
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital ratio
|
470,808
|
|
|
10.83
|
%
|
|
260,879
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Common equity tier 1 capital ratio
|
391,714
|
|
|
9.01
|
%
|
|
195,659
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage ratio
|
470,808
|
|
|
7.99
|
%
|
|
235,611
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Banc of California, NA
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
589,547
|
|
|
13.58
|
%
|
|
$
|
347,348
|
|
|
8.00
|
%
|
|
$
|
434,185
|
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
558,301
|
|
|
12.86
|
%
|
|
260,511
|
|
|
6.00
|
%
|
|
347,348
|
|
|
8.00
|
%
|
|||
Common equity tier 1 capital ratio
|
558,301
|
|
|
12.86
|
%
|
|
195,383
|
|
|
4.50
|
%
|
|
282,220
|
|
|
6.50
|
%
|
|||
Tier 1 leverage ratio
|
558,301
|
|
|
9.49
|
%
|
|
235,344
|
|
|
4.00
|
%
|
|
294,180
|
|
|
5.00
|
%
|
|||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
473,656
|
|
|
11.28
|
%
|
|
$
|
335,829
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital ratio
|
442,307
|
|
|
10.54
|
%
|
|
167,914
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage ratio
|
442,307
|
|
|
8.57
|
%
|
|
206,502
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Banc of California, NA
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
503,727
|
|
|
12.04
|
%
|
|
$
|
334,834
|
|
|
8.00
|
%
|
|
$
|
418,543
|
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
472,378
|
|
|
11.29
|
%
|
|
167,417
|
|
|
4.00
|
%
|
|
251,126
|
|
|
6.00
|
%
|
|||
Tier 1 leverage ratio
|
472,378
|
|
|
9.17
|
%
|
|
206,095
|
|
|
4.00
|
%
|
|
257,619
|
|
|
5.00
|
%
|
•
|
Permits banking organizations that had less than $15 billion in total consolidated assets as of December 31, 2009, to include in Tier 1 capital trust preferred securities and cumulative perpetual preferred stock that were issued and included in Tier 1 capital prior to May 19, 2010, subject to a limit of 25 percent of Tier 1 capital elements, excluding any non-qualifying capital instruments and after all regulatory capital deductions and adjustments have been applied to Tier 1 capital.
|
•
|
Establishes new qualifying criteria for regulatory capital, including new limitations on the inclusion of deferred tax assets and mortgage servicing rights.
|
•
|
Requires a minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5 percent.
|
•
|
Increases the minimum Tier 1 capital to risk-weighted assets ratio requirement from 4 percent to 6 percent.
|
•
|
Retains the minimum total capital to risk-weighted assets ratio requirement of 8 percent.
|
•
|
Retains a minimum leverage ratio requirement of 4 percent.
|
•
|
Changes the prompt corrective action standards so that in order to be considered well-capitalized, a depository institution must have a ratio of common equity Tier 1 capital to risk-weighted assets of 6.5 percent (new), a ratio of Tier 1 capital to risk-weighted assets of 8 percent (increased from 6 percent), a ratio of total capital to risk-weighted assets of 10 percent (unchanged), and a leverage ratio of 5 percent (unchanged).
|
•
|
Retains the existing regulatory capital framework for one-to-four family residential mortgage exposures.
|
•
|
Permits banking organizations that are not subject to the advanced approaches rule, such as the Company and the Bank, to retain, through a one-time election, the existing treatment for most accumulated other comprehensive income, such that unrealized gains and losses on securities available for sale will not affect regulatory capital amounts and ratios.
|
•
|
Implements a new capital conservation buffer requirement for a banking organization to maintain a common equity capital ratio more than 2.5 percent above the minimum common equity Tier 1 capital, Tier 1 capital and total risk based capital ratios in order to avoid limitations on capital distributions, including dividend payments, and certain discretionary bonus payments. The capital conservation buffer requirement will be phased in beginning on January 1, 2016 at 0.625 percent and will be fully phased in at 2.50 percent by January 1, 2019. A banking organization with a buffer of less than the required amount would be subject to increasingly stringent limitations on such distributions and payments as the buffer approaches zero. The new rule also generally prohibits a banking organization from making such distributions or payments during any quarter if its eligible retained income is negative and its capital conservation buffer ratio was 2.5 percent or less at the end of the previous quarter. The eligible retained income of a banking organization is defined as its net income for the four calendar quarters preceding the current calendar quarter, based on the organization’s quarterly regulatory reports, net of any distributions and associated tax effects not already reflected in net income.
|
•
|
Increases capital requirements for past-due loans, high volatility commercial real estate exposures, and certain short term commitments and securitization exposures.
|
•
|
Expands the recognition of collateral and guarantors in determining risk-weighted assets.
|
•
|
Removes references to credit ratings consistent with the Dodd Frank Act and establishes due diligence requirements for securitization exposures.
|
•
|
Originating and purchasing adjustable-rate mortgage loans,
|
•
|
Originating shorter-term consumer loans,
|
•
|
Acquiring short duration securities for the investment portfolio,
|
•
|
Managing our deposits to establish stable deposit relationships,
|
•
|
Using FHLB advances and/or certain derivatives such as swaps to align maturities and repricing terms, and
|
•
|
Attempting to limit the percentage of fixed-rate loans in our portfolio.
|
|
March 31, 2015
|
||||||||||||||||||||
Change in
Interest Rates in
Basis Points (bp)
(1)
|
Economic Value of Equity
|
|
Net Interest Income
|
||||||||||||||||||
Amount
|
|
Amount
Change
|
|
Percentage
Change
|
|
Amount
|
|
Amount
Change
|
|
Percentage
Change
|
|||||||||||
|
($ in thousands)
|
||||||||||||||||||||
+100 bp
|
$
|
745,843
|
|
|
$
|
(54,586
|
)
|
|
(6.8
|
)%
|
|
$
|
217,236
|
|
|
$
|
(4,735
|
)
|
|
(2.1
|
)%
|
0 bp
|
800,429
|
|
|
|
|
|
|
221,971
|
|
|
|
|
|
||||||||
-100 bp
|
816,939
|
|
|
16,510
|
|
|
2.1
|
%
|
|
217,755
|
|
|
(4,216
|
)
|
|
(1.9
|
)%
|
(1)
|
Assumes an instantaneous uniform change in interest rates at all maturities
|
|
Purchase of Equity Securities by the Issuer
|
|
|
|||||||||
|
Total Number of Shares
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans
|
|
Total Number
of Shares
That May Yet
be Purchased
Under the
Plan
|
|||||
From January 1, 2015 to January 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
897,958
|
|
From February 1, 2015 to February 28, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
897,958
|
|
From March 1, 2015 to March 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
897,958
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
2.1
|
Stock Purchase Agreement, dated as of June 3, 2011, by and among Banc of California, Inc., (f/k/a First PacTrust Bancorp, Inc.) (sometimes referred to below as the Registrant or the Company), Gateway Bancorp, Inc. (Gateway), each of the stockholders of Gateway and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative)
|
(a)
|
|
|
|
2.1A
|
Amendment No. 1, dated as of November 28, 2011, to Stock Purchase Agreement, dated as of June 3, 2011, by and among The Registrant, Gateway Bancorp, the Sellers named therein and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative)
|
(a)(1)
|
|
|
|
2.2B
|
Amendment No. 2, dated as of February 24, 2012, to Stock Purchase Agreement, dated as of June 3, 2011, by and among the Registrant, Gateway Bancorp, the Sellers named therein and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative)
|
(a)(2)
|
|
|
|
2.2C
|
Amendment No. 3, dated as of June 30, 2012, to Stock Purchase Agreement, dated as of June 3, 2011, by and among the Registrant, Gateway Bancorp, the Sellers named therein and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative)
|
(a)(3)
|
|
|
|
2.2D
|
Amendment No. 4, dated as of July 31, 2012, to Stock Purchase Agreement, dated as of June 3, 2011, by and among the Registrant, Gateway Bancorp, the Sellers named therein and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative)
|
(a)(4)
|
|
|
|
2.3
|
Agreement and Plan of Merger, dated as of August 30, 2011, by and between the Registrant and Beach Business Bank, as amended by Amendment No. 1thereto dated as of October 31, 2011
|
(b)
|
|
|
|
2.4
|
Agreement and Plan of Merger, dated as of August 21, 2012, by and among First PacTrust Bancorp, Inc., Beach Business Bank and The Private Bank of California
|
(c)
|
|
|
|
2.5
|
Amendment No. 1, dated as of May 5, 2013, to Agreement and Plan of Merger, dated as of August 21, 2012, by and among the Registrant, Beach Business Bank and The Private Bank of California
|
(x)
|
|
|
|
2.6
|
Agreement and Plan of Merger, dated as of October 25, 2013, by and among the Registrant, Banc of California, National Association, CS Financial, Inc., the Sellers named therein and the Sellers’ Representative named therein
|
(y)
|
|
|
|
2.7
|
Purchase and Assumption Agreement, dated as of April 22, 2014, by and between Banco Popular North America and Banc of California, National Association
|
(aa)
|
|
|
|
3.1
|
Articles of Incorporation of the Registrant
|
(d)
|
|
|
|
3.2
|
Articles of Amendment to the Charter of the Registrant increasing the authorized capital stock of the Registrant
|
(e)
|
|
|
|
3.3
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Senior Non-Cumulative Perpetual Preferred Stock, Series A
|
(f)
|
|
|
|
3.4
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Class B Non-Voting Common Stock
|
(g)
|
|
|
|
3.5
|
Articles of Amendment to Articles Supplementary to the Charter of the Registrant containing the terms of the Registrant’s Class B Non-Voting Common Stock
|
(h)
|
|
|
|
3.6
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s 8.00% Non-Cumulative Perpetual Preferred Stock, Series C
|
(o)
|
|
|
|
3.7
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Non-Cumulative Perpetual Preferred Stock, Series B
|
(p)
|
|
|
|
3.8
|
Articles of Amendment to the Charter of the Registrant changing the Registrant’s name
|
(q)
|
|
|
|
3.9
|
Articles of Amendment to the Charter of the Registrant increasing the authorized capital stock of the Registrant
|
(bb)
|
|
|
|
3.10
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s 7.375% Non-Cumulative Perpetual Preferred Stock, Series D
|
(ll)
|
|
|
|
3.11
|
Bylaws of the Registrant
|
(ii)
|
|
|
|
4.1
|
Warrant to purchase up to 240,000 shares of the Registrant common stock originally issued on November 1, 2010
|
(g)
|
|
|
|
4.2
|
Warrant to purchase up to 1,395,000 shares of the Registrant common stock originally issued on November 1, 2010
|
(g)
|
|
|
|
4.3
|
Senior Debt Securities Indenture, dated as of April 23, 2012, between the Registrant and U.S. Bank National Association, as Trustee
|
(l)
|
|
|
|
4.4
|
Supplemental Indenture, dated as of April 23, 2012, between the Registrant and U.S. Bank National Association, as Trustee, relating to the Registrant’s 7.50% Senior Notes due April 15, 2020 and form of 7.50% Senior Notes due April 15, 2020
|
(l)
|
|
|
|
4.5
|
Second Supplemental Indenture, dated as of April 6, 2015, between the Registrant and U.S. Bank National Association, as Trustee, relating to the Registrant’s 5.25% Senior Notes due April 15, 2025 and form of 5.25% Senior Notes due April 15, 2025
|
(mm)
|
|
|
|
4.6
|
Deposit Agreement, dated as of June 12, 2013, among the Registrant, Registrar and Transfer Company, as Depositary and the holders from time to time of the depositary receipts described therein
|
(o)
|
|
|
|
4.7
|
Deposit Agreement, dated as of April 8, 2015, among the Registrant, Computershare Inc. and Computershare Trust Company, N.A., collectively as Depositary, and the holders from time to time of the depositary receipts described therein
|
(ll)
|
|
|
|
4.8
|
Purchase Contract Agreement, dated May 21, 2014, between the Company and U.S. Bank National Association
|
(ee)
|
|
|
|
4.9
|
Indenture, dated May 21, 2014, between the Company and U.S. Bank National Association
|
(ee)
|
|
|
|
4.10
|
First Supplemental Indenture, dated May 21, 2014, between the Company and U.S. Bank National Association relating to the Registrant's 8% Tangible Equity Units due May 15, 2017
|
(ee)
|
|
|
|
10.1
|
Employment Agreement, dated as of August 21, 2012, by and between the Registrant and Steven A. Sugarman
|
(i)
|
|
|
|
10.1A
|
Stock Appreciation Right Grant Agreement between the Registrant and Steven A. Sugarman dated August 21, 2012
|
(i)
|
|
|
|
10.1B
|
Amendment dated December 13, 2013 to Stock Appreciation Right Grant Agreement between the Registrant and Steven Sugarman dated August 21, 2012
|
(ff)
|
|
|
|
10.1C
|
Letter Agreement, dated as of May 23, 2014, by and between the Registrant and Steven A. Sugarman, relating to Stock Appreciation Rights issued with respect to Tangible Equity Units
|
(gg)
|
|
|
|
10.2
|
Employment Agreement, dated as of September 25, 2012, by and among the Registrant, Pacific Trust Bank and Beach Business Bank and Robert M. Franko
|
(i)
|
|
|
|
10.2A
|
Mutual Termination and Release Letter Agreement, dated September 25, 2012, relating to Executive Employment Agreement, dated June 1, 2003, between Doctors’ Bancorp, predecessor-in-interest to Beach Business Bank, and Robert M. Franko
|
(i)
|
|
|
|
10.3
|
Employment Agreement, dated as of August 22, 2012, by and among the Registrant and John C. Grosvenor
|
(i)
|
|
|
|
10.4
|
Employment Agreement, dated as of November 5, 2012, by and among the Registrant and Ronald J. Nicolas, Jr.
|
(i)
|
|
|
|
10.5
|
Employment Agreement, dated as of September 17, 2013, by and among the Registrant and Hugh F. Boyle
|
(cc)
|
|
|
|
10.6
|
Registrant’s 2011 Omnibus Incentive Plan
|
(j)
|
|
|
|
10.7A
|
Form of Incentive Stock Option Agreement under 2011 Omnibus Incentive Plan
|
(m)
|
|
|
|
10.7B
|
Form of Non-Qualified Stock Option Agreement under 2011 Omnibus Incentive Plan
|
(m)
|
|
|
|
10.7C
|
Form of Restricted Stock Agreement Under 2011 Omnibus Incentive Plan
|
(m)
|
|
|
|
10.8
|
Registrant’s 2003 Stock Option and Incentive Plan
|
(k)
|
|
|
|
10.9
|
Registrant’s 2003 Recognition and Retention Plan
|
(k)
|
|
|
|
10.10
|
Small Business Lending Fund-Securities Purchase Agreement, dated August 30, 2011, between the Registrant and the Secretary of the United States Treasury
|
(f)
|
|
|
|
10.11
|
Management Services Agreement, dated as of December 27, 2012, by and between CS Financial, Inc. and Pacific Trust Bank
|
(n)
|
|
|
|
10.12
|
Employment Agreement, dated as of May 13, 2013, by and among Pacific Trust Bank and Jeffrey T. Seabold
|
(z)
|
|
|
|
10.12A
|
Amended and Restated Employment Agreement, effective as of April 1, 2015, by and among Banc of California, National Association, and Jeffrey T. Seabold
|
10.12A
|
|
|
|
10.13
|
Registrant’s 2013 Omnibus Stock Incentive Plan
|
(r)
|
|
|
|
10.13A
|
Form of Incentive Stock Option Agreement under 2013 Omnibus Stock Incentive Plan
|
(s)
|
|
|
|
10.13B
|
Form of Non-Qualified Stock Option Agreement under 2013 Omnibus Stock Incentive Plan
|
(s)
|
|
|
|
10.13C
|
Form of Restricted Stock Agreement under 2013 Omnibus Stock Incentive Plan
|
(s)
|
|
|
|
10.13D
|
Form of Restricted Stock Unit Agreement under 2013 Omnibus Stock Incentive Plan
|
(dd)
|
|
|
|
10.13E
|
Form of Restricted Stock Unit Agreement for Employee Equity Ownership Program under 2013 Omnibus Stock Incentive Plan
|
(dd)
|
|
|
|
10.13F
|
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under 2013 Omnibus Stock Incentive Plan
|
(gg)
|
|
|
|
10.13G
|
Form of Restricted Stock Agreement for Non-Employee Directors under 2013 Omnibus Stock Incentive Plan
|
(gg)
|
|
|
|
10.13H
|
Form of Performance Unit Agreement under 2013 Omnibus Stock Incentive Plan
|
10.13H
|
|
|
|
10.13I
|
Form of Performance-Based Incentive Stock Option Agreement under the 2013 Omnibus Stock Incentive Plan
|
10.13I
|
|
|
|
10.13J
|
Form of Performance-Based Non-Qualified Stock Option Agreement under the 2013 Omnibus Stock Incentive Plan
|
10.13J
|
|
|
|
10.13K
|
Form of Performance-Based Restricted Stock Agreement under the 2013 Omnibus Stock Incentive Plan.
|
10.13K
|
|
|
|
10.14
|
Agreement to Assume Liabilities and to Acquire Assets of Branch Banking Offices, dated as of May 31, 2013, between Pacific Trust Bank and AmericanWest Bank
|
(t)
|
|
|
|
10.15
|
Common Stock Share Exchange Agreement, dated as of May 29, 2013, by and between the Registrant and TCW Shared Opportunity Fund V, L.P.
|
(u)
|
|
|
|
10.15A
|
Assignment and Assumption Agreement, dated as of December 10, 2014, by and among Crescent Special Situations Fund (Investor Group), L.P., Crescent Special Situations Fund (Legacy V), L.P., TCW Shared Opportunity Fund V, L.P. and the Registrant.
|
(jj)
|
|
|
|
10.16
|
Purchase and Sale Agreement and Escrow Instructions, dated as of July 24, 2013, by and between the Registrant and Memorial Health Services
|
(v)
|
|
|
|
10.17
|
Assumption Agreement, dated as of July 1, 2013, by and between the Registrant and The Private Bank of California
|
(w)
|
|
|
|
10.18
|
Securities Purchase Agreement, dated as of April 22, 2014, by and between the Registrant and OCM BOCA Investor, LLC
|
(aa)
|
|
|
|
10.18A
|
Acknowledgment and Amendment to Securities Purchase Agreement, dated as of October 28, 2014 by and between Banc of California, Inc. and OCM BOCA Investor, LLC.
|
(hh)
|
|
|
|
10.19
|
Securities Purchase Agreement, dated as of October 30, 2014, by and among the Registrant, Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel L.P., Patriot Financial Partners II, L.P., and Patriot Financial Partners Parallel II, L.P.
|
(hh)
|
|
|
|
11.0
|
Statement regarding computation of per share earnings
|
(kk)
|
|
|
|
31.1
|
Rule 13a-14(a) Certification (Chief Executive Officer)
|
31.1
|
|
|
|
31.2
|
Rule 13a-14(a) Certification (Chief Financial Officer)
|
31.2
|
|
|
|
31.3
|
Rule 13a-14(a) Certification (Chief Accounting Officer)
|
31.3
|
|
|
|
32.0
|
Rule 13a-14(b) and 18 U.S.C. 1350 Certification
|
32.0
|
|
|
|
101.0
|
The following financial statements and footnotes from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Financial Condition; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.
|
101.0
|
|
|
|
(a)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 9, 2011 and incorporated herein by reference.
|
(a)(1)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on December 1, 2011 and incorporated herein by reference.
|
(a)(2)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 28, 2012 and incorporated herein by reference.
|
(a)(3)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 2, 2012 and incorporated herein by reference.
|
(a)(4)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 2, 2012 and incorporated herein by reference.
|
(b)
|
Filed as Appendix A to the proxy statement/prospectus included in the Registrant’s Registration Statement on Form S-4 filed on November 1, 2011 and incorporated herein by reference.
|
(c)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 27, 2012 and incorporated herein by reference.
|
(d)
|
Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed on March 28, 2002 and incorporated herein by reference.
|
(e)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on March 4, 2011 and incorporated herein by reference.
|
(f)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 30, 2011 and incorporated herein by reference.
|
(g)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K/A filed on November 16, 2010 and incorporated herein by reference.
|
(h)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 12, 2011 and incorporated herein by reference.
|
(i)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference.
|
(j)
|
Filed as an appendix to the Registrant’s definitive proxy statement filed on April 25, 2011 and incorporated herein by reference.
|
(k)
|
Filed as an appendix to the Registrant’s definitive proxy statement filed on March 21, 2003 and incorporated herein by reference.
|
(l)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on April 23, 2012 and incorporated herein by reference.
|
(m)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.
|
(n)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on January 3, 2013 and incorporated herein by reference.
|
(o)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 12, 2013 and incorporated herein by reference.
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(p)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 3, 2013 and incorporated herein by reference.
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(q)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 17, 2013 and incorporated herein by reference.
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(r)
|
Filed as an appendix to the Registrant’s definitive proxy statement filed on June 11, 2013 and incorporated herein by reference.
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(s)
|
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 filed on July 31, 2013 and incorporated herein by reference.
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(t)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 3, 2013 and incorporated herein by reference.
|
(u)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 4, 2013 and incorporated herein by reference.
|
(v)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 30, 2013 and incorporated herein by reference.
|
(w)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 3, 2013 and incorporated herein by reference.
|
(x)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 6, 2013 and incorporated herein by reference.
|
(y)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 31, 2013 and incorporated herein by reference.
|
(z)
|
Field as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 and incorporated herein by reference.
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(aa)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on April 25, 2014 and incorporated herein by reference.
|
(bb)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on November 22, 2013 and incorporated herein by reference.
|
(cc)
|
Field as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference.
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(dd)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.
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(ee)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 21, 2014 and incorporated herein by reference.
|
(ff)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and incorporated herein by reference.
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(gg)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by reference.
|
(hh)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 30, 2014 and incorporated herein by reference.
|
(ii)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on March 2, 2015 and incorporated herein by reference.
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(jj)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference.
|
(kk)
|
Refer to Note 17 of the Notes to Consolidated Financial Statements contained in Item 8 of this report.
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(ll)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on April 8, 2015 and incorporated herein by reference.
|
(mm)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on April 6, 2015 and incorporated herein by reference.
|
|
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BANC OF CALIFORNIA, INC.
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Date: May 8, 2015
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/s/ Steven A. Sugarman
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Steven A. Sugarman
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Chairman/President/Chief Executive Officer
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Date: May 8, 2015
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/s/ Ronald J. Nicolas, Jr.
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Ronald J. Nicolas, Jr.
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Executive Vice President/Chief Financial Officer
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Date: May 8, 2015
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/s/ Nathan Duda
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Nathan Duda
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Executive Vice President/Chief Accounting Officer
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1.
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In consideration of the payments and benefits to which Jeffrey T. Seabold (the “
Executive
”) is entitled under the employment agreement entered into by and among the Executive and Banc of California, N.A. (“
Bank
”), dated as of April 1, 2015 (the “
Employment Agreement
”), the Executive for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “
Releasors
”) does hereby irrevocably and unconditionally release, acquit and forever discharge Banc of California, Inc. (“
Bancorp
”), Bank and their subsidiaries, affiliates and divisions (the “
Affiliated Entities
”) and their respective predecessors and successors and their respective, current and former, trustees, officers, directors, partners, shareholders, agents, employees, consultants, independent contractors and representatives, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “
Releasees
”), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967), national origin, religion, disability, or any other unlawful criterion or circumstance, relating to the Executive’s employment or termination thereof, which the Executive and Releasors had, now have, or may have in the future against each or any of the Releasees from the beginning of the world until the date hereof (the “
Execution Date
”).
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2.
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The Executive acknowledges that: (i) this entire General Release is written in a manner calculated to be understood by him; (ii) he has been advised to consult with an attorney before executing this General Release; (iii) he was given a period of [forty-five][twenty-one] days within which to consider this General Release; and (iv) to the extent he executes this General Release before the expiration of the [forty-five][twenty one]-day period, he does so knowingly and voluntarily and only after consulting his attorney. The Executive shall have the right to cancel and revoke this General Release during a period of seven days following the Execution Date, and this General Release shall not become effective, and no money shall be paid hereunder, until the day after the expiration of such seven-day period. The seven-day period of revocation shall commence upon the Execution Date. In order to revoke this General Release, the Executive shall deliver to Bank, prior to the expiration of said seven-day period, a written notice of revocation. Upon such revocation, this General Release shall be null and void and of no further force or effect.
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3.
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Notwithstanding anything else herein to the contrary, this General Release shall not affect: the obligations of Bank set forth in the Employment Agreement or other obligations that, in each case, by their terms, are to be performed after the date hereof (including, without limitation, obligations to Executive under any stock option, stock award or agreements or obligations under any pension plan or other benefit or deferred
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4.
|
This General Release shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of Maryland, without reference to its principles of conflict of laws.
|
5.
|
The Executive represents and warrants that he is not aware of any claim by him other than the claims that are released by this General Release. The Executive further acknowledges that he may hereafter discover claims or facts in addition to or different than those which he now knows or believes to exist with respect to the subject matter of this General Release and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and the Executive’s decision to enter into it. Nevertheless, the Executive hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts and the Executive hereby expressly waives any and all rights and benefits confirmed upon him by the provisions of California Civil Code Section 1542, which provides as follows:
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6.
|
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
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7.
|
Being aware of such provisions of law, the Executive agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect in any other jurisdiction determined by a court of competent jurisdiction to apply.
|
8.
|
It is the intention of the parties hereto that the provisions of this General Release shall be enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the General Release. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this General Release shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of this General Release in order to render the same valid and enforceable.
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9.
|
This General Release may not be orally canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and signed by both parties to the General Release.
|
10.
|
In the event of the breach or a threatened breach by the Executive of any of the provisions of this General Release, Bancorp and Bank would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, Bancorp and Bank shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof without posting a bond or other security.
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11.
|
Capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Banc of California, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 8, 2015
|
|
/s/ Steven A. Sugarman
|
|
|
Steven A. Sugarman
|
|
|
Chairman/President/Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Banc of California, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 8, 2015
|
|
/s/ Ronald J. Nicolas, Jr.
|
|
|
Ronald J. Nicolas, Jr.
|
|
|
Executive Vice President/Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Banc of California, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 8, 2015
|
|
/s/ Nathan Duda
|
|
|
Nathan Duda
|
|
|
Executive Vice President/Chief Accounting Officer
|
Date: May 8, 2015
|
|
/
S
/ S
TEVEN
A. S
UGARMAN
|
|
|
Steven A. Sugarman
|
|
|
Chairman/President/Chief Executive Officer
|
|
|
|
Date: May 8, 2015
|
|
/s/ Ronald J. Nicolas, Jr.
|
|
|
Ronald J. Nicolas, Jr.
|
|
|
Executive Vice President/Chief Financial Officer
|
|
|
|
Date: May 8, 2015
|
|
/s/ Nathan Duda
|
|
|
Nathan Duda
|
|
|
Executive Vice President/Chief Accounting Officer
|