BANC OF CALIFORNIA, INC. (Form: 10-Q, Received: 08/09/2013 06:09:44)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2013

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

For the transition period from to

Commission file number 001-35522

BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of

incorporation or organization)

04-3639825

(IRS Employer Identification No.)

18500 Von Karman Ave, Suite 1100, Irvine, California

(Address of principal executive offices)

92612

(Zip Code)

(949) 236-5211

(Registrant’s telephone number, including area code)

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

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

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

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

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

As of July 31, 2013 the registrant had outstanding 17,437,784 shares of voting common stock and 579,490 shares of Class B non-voting common stock.

BANC OF CALIFORNIA, INC.

Form 10-Q Quarterly Report

Index



		Page

Part I - Financial Information

Item 1	Financial Statements		4

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		50

Item 3	Quantitative and Qualitative Disclosure About Market Risk		80

Item 4	Controls and Procedures		81

Part II - Other Information

Item 1	Legal Proceedings		83

Item 1A	Risk Factors		83

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		83

Item 3	Defaults Upon Senior Securities.		84

Item 4	Mine Safety Disclosures.		84

Item 5	Other Information.		84

Item 6	Exhibits		85

Signatures			90

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

When used in this report and in public shareholder communications, in other documents of Banc of California, Inc. (the “Company,” “we,” “us” and “our”) filed with or furnished to the Securities and Exchange Commission (the “SEC”), or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” “guidance” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to our future financial performance, strategic plans or objectives, revenue, expense or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.

Factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement for the pending sale of certain branches to American West Bank (“AWB”); (ii) the inability to complete the pending sale of certain branches to AWB due to the failure to satisfy the conditions to completion; (iii) risks that the pending sale of certain branches to AWB, or the Company’s recently completed acquisitions of Beach Business Bank, Gateway Bancorp and the Private Bank of California (“PBOC”), may disrupt current plans and operations, the potential difficulties in customer and employee retention as a result of the transactions and the amount of the costs, fees, expenses and charges related to the transactions; (iv) continuation or worsening of current recessionary conditions, as well as continued turmoil in the financial markets; (v) the credit risks of lending activities, which may be affected by further 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 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; (vi) the quality and composition of our securities portfolio; (vii) changes in general economic conditions, either nationally or in our market areas; (viii) 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; (ix) 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; (x) 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; (xi) legislative or regulatory changes that adversely affect our business, including changes in regulatory capital or other rules; (xii) our ability to control operating costs and expenses; (xiii) staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; (xiv) errors in our estimates in determining fair value of certain of our assets, which may result in significant declines in valuation; (xv) the network and computer systems on which we depend could fail or experience a security breach; (xvi) our ability to attract and retain key members of our senior management team; (xvii) costs and effects of litigation, including settlements and judgments; (xviii) increased competitive pressures among financial services companies; (xix) changes in consumer spending, borrowing and saving habits; (xx) adverse changes in the securities markets; (xxi) earthquake, fire or other natural disasters affecting the condition of real estate collateral; (xxii) the availability of resources to address changes in laws, rules or regulations or to respond to regulatory actions; (xxiii) inability of key third-party providers to perform their obligations to us; (xxiv) 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; (xxv) war or terrorist activities; and (xxvi) 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, 2012. You should not place undue reliance on forward-looking statements, and we undertake no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Banc of California, Inc.

Consolidated Statements of Financial Condition

(In thousands of dollars except share and per share data)

(Unaudited)


	June 30, 2013			December 31, 2012
ASSETS
Cash and due from banks	$	8,153		$	8,254
Interest-bearing deposits		454,182			100,389

Total cash and cash equivalents		462,335			108,643
Time deposits in financial institutions		2,589			5,027
Securities available for sale, at fair value		106,751			121,419
Loans held for sale, carried at fair value		257,949			113,158
Loans and leases receivable, net of allowance of $16,979 at June 30, 2013 and $14,448 at December 31, 2012		1,597,367			1,234,023
Federal Home Loan Bank and other bank stock, at cost		10,838			8,842
Servicing rights, net ($4,620 measured at fair value at June 30, 2013 and $1,739 at December 31, 2012)		5,040			2,278
Accrued interest receivable		7,887			5,002
Other real estate owned (OREO), net		1,537			4,527
Premises, equipment, and capital leases, net		15,533			16,147
Premises and equipment held-for-sale		3,139			—
Bank-owned life insurance		18,792			18,704
Deferred income tax, net		7,199			7,572
Goodwill		7,048			7,048
Income tax receivable		738			5,545
Other intangible assets, net		4,740			5,474
Other assets		25,632			19,293

Total assets	$	2,535,114		$	1,682,702

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing deposits		132,855			194,662
Interest-bearing deposits		1,519,948			1,111,680
Deposits held for sale		457,028			—

Total deposits		2,109,831			1,306,342
Advances from Federal Home Loan Bank		45,000			75,000
Notes payable, net		82,127			81,935
Reserve for loss on repurchased loans		3,974			3,485
Accrued expenses and other liabilities		25,697			27,183

Total liabilities		2,266,629			1,493,945
Commitments and contingent liabilities
SHAREHOLDERS’ EQUITY
Preferred stock, $.01 par value per share, $1,000 per share liquidation preference for a total of $32,000; 50,000,000 shares authorized, 32,000 shares issued and outstanding at June 30, 2013 and December 31, 2012		31,934			31,934
Perpetual preferred stock, $.01 par value per share; Series C, 8% non-cumulative, $1,000 per share liquidation preference, 1,610,000 shares authorized and 1,400,000 and 0 shares outstanding at June 30, 2013 at December 31, 2012		33,734			—
Common stock, $.01 par value per share, 196,863,844 shares authorized; 16,134,900 shares issued and 14,976,979 shares outstanding at June 30, 2013; 12,013,717 shares issued and 10,780,427 shares outstanding at December 31, 2012		162			120
Class B non-voting non-convertible Common stock, $.01 par value per share, 3,136,156 shares authorized; 574,258 shares issued and outstanding at June 30, 2013 and 1,112,188 shares issued and outstanding at December 31, 2012		5			11
Additional paid-in capital		197,272			154,563
Retained earnings		28,678			26,550
Treasury stock, at cost (1,157,921 shares at June 30, 2013 and 1,233,290 shares at December 31, 2012)		(24,088	)		(25,818	)
Accumulated other comprehensive income, net		788			1,397

Total shareholders’ equity		268,485			188,757

Total liabilities and shareholders’ equity	$	2,535,114		$	1,682,702

See accompanying notes to consolidated financial statements (Unaudited)

Banc of California, Inc.

Consolidated Statements of Operations

(In thousands of dollars except share and per share data)

(Unaudited)


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Interest and dividend income
Loans, including fees	$	26,153		$	9,604		$	44,690		$	19,132
Securities		369			694			867			1,431
Dividends and other interest-earning assets		219			80			352			140

Total interest and dividend income		26,741			10,378			45,909			20,703
Interest expense
Deposits		3,303			1,358			5,302			2,707
Federal Home Loan Bank advances		58			92			121			192
Capital leases		20			2			32			2
Notes payable		1,735			495			3,470			495

Total interest expense		5,116			1,947			8,925			3,396

Net interest income		21,625			8,431			36,984			17,307
Provision for loan and lease losses		1,918			279			4,086			970

Net interest income after provision for loan and lease losses		19,707			8,152			32,898			16,337
Noninterest income
Customer service fees		509			378			1,055			739
Loan servicing income		458			—			646			—
Income from bank owned life insurance		50			60			88			129
Net gain (loss) on sales of securities available for sale		1			(32	)		309			(71	)
Net gain on sale of loans		3,724			145			4,036			145
Net gain on mortgage banking activities		20,261			—			36,631			—
Other income		1,069			88			1,235			200

Total noninterest income		26,072			639			44,000			1,142
Noninterest expense
Salaries and employee benefits		25,311			5,177			44,391			10,044
Occupancy and equipment		3,630			1,321			6,823			2,320
Professional fees		2,947			987			5,244			1,530
Data processing		1,365			502			2,275			909
Advertising		890			214			1,412			453
Regulatory assessments		211			362			592			680
Loan servicing and foreclosure expense		148			367			352			705
Operating loss on equity investment		131			77			290			153
Valuation allowance for OREO		—			155			79			169
Net gain on sales of other real estate owned		(37	)		(192	)		(151	)		(508	)
Provision for loan repurchases		732			—			988			—
Amortization of intangible assets		367			—			734			—
All other expense		3,899			973			6,123			1,706

Total noninterest expense		39,594			9,943			69,152			18,161

Income (loss) before income taxes		6,185			(1,152	)		7,746			(682	)
Income tax expense (benefit)		1,822			(413	)		2,454			(320	)

Net income (loss)	$	4,363		$	(739	)	$	5,292		$	(362	)
Preferred stock dividends and discount accretion		—			314			288			714

Net income (loss) available to common shareholders	$	4,363		$	(1,053	)	$	5,004		$	(1,076	)

Basic earnings (loss) per common share	$	0.36		$	(0.09	)	$	0.41		$	(0.09	)

Diluted earnings (loss) per common share	$	0.36		$	(0.09	)	$	0.41		$	(0.09	)

Basic earnings (loss) per class B common share	$	0.36		$	(0.09	)	$	0.41		$	(0.09	)

Diluted earnings (loss) per class B common share	$	0.36		$	(0.09	)	$	0.41		$	(0.09	)

See accompanying notes to consolidated financial statements (Unaudited)

Banc of California, Inc.

Consolidated Statements of Comprehensive Income/(loss)

(In thousands of dollars, except share and per share data)

(Unaudited)


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Net income (loss)	$	4,363		$	(739	)	$	5,292		$	(362	)
Other comprehensive income (loss), before tax:
Change in net unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period, net of tax (expense) benefit of $0 and $210 for the three months ended $0 and $551 for the six months ended June 30, 2013 and 2012, respectively		(400	)		299			(300	)		787
Less: reclassification adjustment for (gains) losses included in net income, net of tax (expense) benefit of $0 and $13 for the three months ended and $0 and $29 for the six months ended June 30, 2013 and 2012, respectively		(1	)		19			(309	)		42

Total other comprehensive (loss) income, net of tax	$	(401	)	$	318		$	(609	)	$	829

Comprehensive income (loss)	$	3,962		$	(421	)	$	4,683		$	467

See accompanying notes to consolidated financial statements (Unaudited)

Banc of California, Inc.

Consolidated Statements of Shareholders’ Equity

(In thousands of dollars, except share and per share data)

(Unaudited)


	Preferred Stock			Perpetual Preferred Stock		Common Stock		Class B Non-voting Non-convertible Common Stock			Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total
Balance at January 1, 2012	$	31,934		$	—	$	117	$	11		$	150,786		$	27,623		$	(25,037	)	$	(939	)	$	184,495
Comprehensive income (loss):
Net loss		—			—		—		—			—			(362	)		—			—			(362	)
Other comprehensive income, net		—			—		—		—			—			—			—			829			829
Forfeiture and retirement of 200 shares of common stock		—			—		—		—			3			—			(3	)		—			—
Stock option compensation expense		—			—		—		—			427			—			—			—			427
Restricted stock compensation expense		—			—		—		—			104			—						—			104
Issuance of 5,000 stock awards		—			—							(106	)		—			106			—			—
Purchase of 228 shares of treasury stock		—			—		—		—			—			—			(73	)		—			(73	)
Dividends declared ($0.24 per common share)		—			—		1		—			421			(2,801	)		—			—			(2,379	)
Preferred stock issuance cost		(9	)		—		—		—			—			—			—			—			(9	)
Preferred stock dividends		—			—		—		—			—			(714	)		—			—			(714	)
Tax loss of restricted share awards vesting		—			—		—		—			(17	)		—			—			—			(17	)
Capital raising expenses		—			—		—		—			(6	)		—			—			—			(6	)

Balance at June 30, 2012	$	31,925		$	—	$	118	$	11		$	151,612		$	23,746		$	(25,007	)	$	(110	)	$	182,295

Balance at January 1, 2013	$	31,934		$	—	$	120	$	11		$	154,563		$	26,550		$	(25,818	)	$	1,397		$	188,757
Net income		—			—		—		—			—			5,292			—			—			5,292
Other comprehensive income, net		—			—		—		—			—			—			—			(609	)		(609	)
Issuance of common stock		—			—		42		(6	)		43,450			—			—			—			43,486
Issuance of preferred stock		—			33,734		—		—			—			—			—			—			33,734
Purchase of 6,216 shares of treasury stock		—			—		—		—			—			—			(69	)		—			(69	)
Issuance of stock awards from treasury stock		—			—		—		—			(1,799	)		—			1,799			—			—
Shares purchased under the Dividend Reinvestment Plan		—			—		—		—			186			(186	)		—			—			—
Stock option compensation expense		—			—		—		—			215			—			—			—			215
Restricted stock compensation expense		—			—		—		—			657			—			—			—			657
Dividends declared ($0.24 per common share)		—			—		—		—			—			(2,690	)		—			—			(2,690	)
Preferred stock dividends		—			—		—		—			—			(288	)		—			—			(288	)

Balance at June 30, 2013	$	31,934		$	33,734	$	162	$	5		$	197,272		$	28,678		$	(24,088	)	$	788		$	268,485

See accompanying notes to consolidated financial statements (Unaudited)

Banc of California, Inc.

Consolidated Statements of Cash Flows

(In thousands of dollars)

(Unaudited)


	Six months ended June 30,
	2013			2012
Cash flows from operating activities:
Net income (loss)	$	5,292		$	(362	)
Adjustments to reconcile net income (loss) to net cash from operating activities
Provision for loan losses		4,086			970
Provision for loan repurchases		988			—
Net gain on mortgage banking activities		(36,631	)		—
Gain on sale of loans		(4,036	)		—
Net amortization (accretion) of securities		576			433
Depreciation		1,510			535
Amortization of intangibles		734			—
Amortization of debt		192			34
Stock option compensation expense		215			427
Restricted stock compensation expense		657			104
Stock appreciation right expense		298			—
Bank owned life insurance income		(88	)		(129	)
Operating loss on equity investment		290			153
Net (gain) loss on sale of securities available for sale		(309	)		71
Gain on sale of other real estate owned		(151	)		(508	)
Gain on sale of property and equipment		(2	)		—
Deferred income tax expense		—			517
Increase in valuation allowances on other real estate owned		79			169
Originations of loans held for sale		(867,640	)		—
Proceeds from sales of loans held for sale		752,478			—
Deferred loan (costs) fees		(399	)		355
Premiums and discounts on purchased loans		(8,001	)		(425	)
Accrued interest receivable		(2,885	)		(146	)
Other assets		8,710			8,074
Accrued interest payable and other liabilities		863			(1,023	)

Net cash from operating activities		(143,174	)		9,249

Cash flows from investing activities:
Proceeds from sales of securities available-for-sale		8,539			5,682
Proceeds from maturities, calls, principal repayments of securities available-for-sale		53,897			21,932
Purchases of securities available-for-sale		(48,626	)		(42,229	)
Purchases of equity investment		—			(375	)
Loan originations and principal collections, net		(144,707	)		(65,714	)
Purchase of loans		(374,878	)		(22,385	)
Redemption of Federal Home Loan Bank stock		25			661
Purchase of Federal Home Loan Bank and Other Bank Stocks		(2,021	)		—
Net change in other interest-bearing deposits		2,438			—
Proceeds from sale of loans held for investment		155,209			22,947
Proceeds from sale of other real estate owned		3,474			7,015
Additions to premises and equipment		(4,033	)		(3,092	)
Payment of capital lease obligations		(113	)		(10	)

Net cash from investing activities		(350,796	)		(75,568	)

Cash flows from financing activities:
Net increase in deposits		803,489			65,997
Repayments of Federal Home Loan Bank advances		(55,000	)		(20,000	)
Proceeds from Federal Home Loan Bank advances		25,000			35,000
SBLF expense		—			(7	)
Net proceeds from issuance of common stock		43,486			—
Net proceeds from issuance of preferred stock		33,734			—
Net proceeds from issuance of long term debt		—			31,680
Purchase of treasury stock		(69	)		(82	)
Tax benefit (expenses) from restricted stock vesting		—			(17	)
Dividends paid on preferred stock		(288	)		(714	)
Dividends paid on common stock		(2,690	)		(1,186	)

Net cash from financing activities		847,662			110,671

Net change in cash and cash equivalents		353,692			44,352
Cash and cash equivalents at beginning of year		108,643			44,475

Cash and cash equivalents at end of year	$	462,335		$	88,827

Supplemental cash flow information
Interest paid on deposits and borrowed funds	$	8,893		$	3,380
Income taxes paid		—			—
Income tax refunds received		2,305			—
Supplemental disclosure of noncash activities
Transfer from loans to other real estate owned, net		—			3,614
Equipment acquired under capital leases		714			179
Transfer of loans receivable to loans held for sale		10,358			—

See accompanying notes to consolidated financial statements (Unaudited)

BANC OF CALIFORNIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2013

(Amounts in thousands of dollars, except share and per share data)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The accompanying unaudited consolidated financial statements include the accounts of Banc of California, Inc. (the Company) and its wholly owned subsidiaries, Pacific Trust Bank (PacTrust Bank), Beach Business Bank (Beach, and together with PacTrust Bank, the Banks) and PTB Property Holdings, LLC, as of June 30, 2013 and December 31, 2012 and for the six months ended June 30, 2013 and 2012, except that the accounts of Beach Business Bank were not included for amounts prior to July 1, 2012. Significant intercompany accounts and transactions have been eliminated in consolidation. Unless the context requires otherwise, all references to the Company include its wholly owned subsidiaries. As discussed in Note 19, on July 1, 2013, the Company completed its acquisition of The Private Bank of California, a California-chartered bank (PBOC), through the merger of PBOC with and into Beach, with Beach surviving the merger and changing its name to “The Private Bank of California”.

Nature of Operations: The principal business of the Company is the ownership of the Banks. PacTrust Bank is a federally chartered stock savings bank and Beach is a California state chartered commercial bank. The Banks are members of the Federal Home Loan Bank (FHLB) system, and maintain insurance on deposit accounts with the Federal Deposit Insurance Corporation (FDIC). PTB Property Holdings, LLC manages and disposes of other real estate owned properties.

The Banks are engaged in the business of retail banking, with operations conducted through 19 banking offices serving San Diego, Los Angeles, Orange and Riverside counties, California and forth-two loan production offices in California, Arizona, Oregon, , Washington and Montana. As of June 30, 2013, single family residential (SFR) loans and Green loans, SFR mortgage lines of credit, accounted for approximately 51.1 percent and 10.9 percent, respectively, of the Company’s loan and lease portfolio, with a high percentage of such loans concentrated in Southern California. The customer’s ability to repay their loans or leases is dependent on the real estate market and general economic conditions in the area.

The accounting and reporting polices of the Company are based upon U.S. generally accepted accounting principles (GAAP) and conform to predominant practices within the banking industry. The Company has not made any significant changes in its critical accounting policies or in its estimates and assumptions from those disclosed in its 2012 Annual Report on Form 10-K other than the adoption of new accounting pronouncements and other authoritative guidance that became effective for the Company on or after January 1, 2013. Refer to Accounting Pronouncements for discussion of accounting pronouncements adopted in 2013.

Basis of Presentation: The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by GAAP are not included herein. These interim statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2012 filed by the Company with the Securities and Exchange Commission. The December 31, 2012 balance sheet presented herein has been derived from the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission, but does not include all of the disclosures required by GAAP.

In the opinion of management of the Company, the accompanying unaudited interim consolidated financial statements reflect all of the adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial position and consolidated results of operations for the periods presented. Certain reclassifications have been made in the prior period financial statements to conform to the current period presentation.

The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the full year.

Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and disclosures provided, and actual results could differ. The allowance for loan and lease losses, reserve for loss on repurchased loans, servicing rights, other real estate owned, realization of deferred tax assets, goodwill, other intangible assets, mortgage banking derivatives, fair value of assets and liabilities acquired in business combinations, fair value estimate of private label residential mortgage-backed securities, and the fair value of financial instruments are particularly subject to change and such change could have a material effect on the consolidated financial statements.

Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. The Company had $8.0 million and $8.4 million of valuation allowance related to its deferred tax assets at June 30, 2013 and December 31, 2012 (See further discussion in Note 11, Income Taxes).

Accounting Pronouncements: During the six months ended June 30, 2013, the following pronouncements applicable to the company were issued or became effective:

In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210), Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01” ). ASU 2013-01 clarifies that ordinary trade receivables and other receivables are not in the scope of ASU 2011-11, Balance Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities (“2011- 11”) . Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the ASC or subject to a master netting arrangement or similar agreement. The amendments in ASU 2013-01 are effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. Adoption of the new guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, Other Comprehensive Income (Topic 220), Reporting of Amounts Reclassified out of Other Comprehensive Income (“ASU 2013-02”). The provisions in the ASU supersede and replace the presentation requirements for reclassifications out of accumulated other comprehensive income (“AOCI”) in ASUs 2011-05 and 2011-12. ASU 2013-02 requires entities to disclose additional information about reclassification adjustments, including (1) changes in AOCI balances by component and (2) significant items reclassified out of AOCI. The new disclosure requirements are effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. Adoption of the new guidance did not have a significant impact on the Company’s consolidated financial statements.

NOTE 2 – BUSINESS COMBINATIONS AND BRANCH SALES

Beach Business Bank Merger

Effective July 1, 2012, the Company acquired Beach Business Bank pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement) dated August 30, 2011, as amended October 31, 2011. At the effective time of the transaction, a newly formed and wholly owned subsidiary of the Company (Merger Sub) merged with and into Beach (the Merger), with Beach continuing as the surviving entity in the Merger and a wholly owned subsidiary of the Company. Pursuant and subject to the terms of the Merger Agreement, each outstanding share of Beach common stock (other than specified shares owned by the Company, Merger Sub or Beach, and other than in the case of shares in respect of, or underlying, certain Beach options and other equity awards, which were treated as set forth in the Merger Agreement) was converted into the right to receive $9.21415 in cash and one warrant. Each warrant entitled the holder to purchase 0.33 of a share of Company common stock at an exercise price of $14.00 per share for a period of one year. All of the warrants expired on June 30, 2013 without being exercised. The aggregate cash consideration paid to Beach shareholders in the Merger was approximately $39.1 million. In addition, Beach shareholders received in aggregate warrants to purchase the equivalent of 1,401,959 shares of the Company’s common stock with an estimated fair value of $1.0 million.

Beach (re-named The Private Bank of California effective July 1, 2013) operates branches in Manhattan Beach, Long Beach, and Costa Mesa, California. Beach also has a division named The Doctors Bank ^® , which serves physicians and dentists nationwide. Additionally, Beach provides loans to small businesses based on Small Business Administration (SBA) lending programs. Beach’s consolidated assets and equity (unaudited) as of June 30, 2012 totaled $311.9 million and $33.3 million, respectively. The acquired assets and liabilities were recorded at fair value at the date of acquisition and were reflected in the Company’s consolidated June 30, 2013 and December 31, 2012 financial statements as such.

In accordance with GAAP guidance for business combinations, the Company recorded $7.0 million of goodwill and $4.5 million of other intangible assets during the year ended December 31, 2012. The other intangible assets are primarily related to core deposits and are being amortized on an accelerated basis over 2—7 years. For tax purposes purchase accounting adjustments, including goodwill are all non-taxable and/or non-deductible.

The unique market opportunity that was created with the acquisition is that it creates for our Company the opportunity to leverage Beach’s branch network, SBA lending platform, the Doctors Bank product offerings and other programs that can be deployed throughout our market which we expect will help augment our customer base. This acquisition was consistent with the Company’s strategy to build a regional presence in Southern California. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as acquire new customers in the expanded region.

Gateway Bancorp Acquisition

Effective August 18, 2012, the Company acquired Gateway Bancorp, the holding company of Gateway Business Bank (Gateway) pursuant to the terms of the Stock Purchase Agreement (the Purchase Agreement) dated June 3, 2011, as amended on November 28, 2011, February 24, 2012, June 30, 2012, and July 31, 2012. The acquisition was accomplished by the Company’s purchase of all of the outstanding stock of Gateway Bancorp, followed by the merger of Gateway into PacTrust Bank. Under the terms of the Purchase Agreement, the Company purchased all of the issued and outstanding shares of Gateway Bancorp for $15.4 million in cash.

Gateway operated branches in Lakewood and Laguna Hills, California. As part of the acquisition, Mission Hills Mortgage Bankers (MHMB, a division of Gateway), including its 22 loan production offices in California, Arizona, Oregon and Washington, became a division of PacTrust Bank. Gateway’s consolidated assets and equity (unaudited) as of August 17, 2012 totaled $175.5 million and $25.8 million, respectively. The acquired assets and liabilities were recorded at fair value at the date of acquisition and were reflected in the June 30, 2013 and December 31, 2012 consolidated financial statements as such.

In accordance with GAAP guidance for business combinations, the Company recorded $11.6 million of bargain purchase gain and $1.7 million of other intangible assets during the year ended December 31, 2012. The other intangible assets are related to $720 thousand of core deposits, which are being amortized on an accelerated basis over 4—6 years, and $955 thousand of trade name intangible which is being amortized over 20 years. For tax purposes the purchase accounting adjustments and bargain purchase gain are non-taxable and/or non-deductible. Due to circumstances that Gateway faced at the time the acquisition was negotiated, which include regulatory orders and operating losses, the terms negotiated included a purchase price that was $5 million lower than Gateway Bancorp’s equity book value. The discount was further increased to $6.5 million in exchange for the elimination of any contingent liability to the shareholder of Gateway Bancorp related to mortgage repurchase risk. Due to delays in obtaining regulatory approval, the deal closed nine months later than originally planned. This passage of time allowed Gateway to eliminate all regulatory orders, return to profitability, improve asset quality, and increase the book value of equity by reducing the expected discount on assets. As a result, a bargain purchase gain of $11.6 million resulted at the time of purchase.

This acquisition was consistent with the Company’s strategy to build a regional presence in Southern California. The acquisition offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded region.

Pro Forma Information

The following table presents unaudited pro forma information as if the acquisitions had occurred on January 1, 2012 after giving effect to certain adjustments. The unaudited pro forma information for the three and six months ended June 30, 2013 and 2012 includes adjustments for interest income on loans and securities acquired, amortization of intangibles arising from the transaction, interest expense on deposits and borrowings acquired, and the related income tax effects. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the transaction been effected on the assumed date.


	Pro Forma
	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(In thousands, except per share data)
SUMMARIZED INCOME STATEMENT DATA (unaudited):
Net interest income	$	21,625	$	13,343	$	36,984	$	27,173
Provision for loan and lease losses		1,918		929		4,086		1,820
Non-interest income		26,072		12,369		44,000		22,229
Non-interest expense		39,594		24,143		69,152		45,706
Income before income taxes		6,185		640		7,746		1,876
Income tax expense		1,822		340		2,454		754

Net income	$	4,363	$	300	$	5,292	$	1,122

Basic earning per share	$	0.36	$	0.03	$	0.41	$	0.10
Diluted earnings per share	$	0.36	$	0.03	$	0.41	$	0.10

Excluded from the above pro forma financials is a gain of $11.6 million related to the bargain purchase gain for the Gateway acquisition.

Private Bank of California Acquisition

On August 21, 2012, the Company and Beach entered into a definitive agreement to acquire all the outstanding stock of PBOC and to merge PBOC with and into Beach. At June 30, 2013, PBOC had total assets of $655.5 million, total loans, net of allowance for loan losses, of $388.7 million and total deposits of $561.5 million (unaudited). PBOC provides a range of financial services, including credit and deposit products as well as cash management services, from its headquarters located in the Century City area of Los Angeles, California as well as a full-service branch in Hollywood and loan production offices in downtown Los Angeles and Irvine. PBOC’s target clients include high-net worth and high income individuals, business professionals and their professional service firms, business owners, entertainment service businesses and non-profit organizations.

The Company completed the acquisition of PBOC on July 1, 2013 (See further discussion in Note 19, Subsequent Events). The acquisition will be accounted for under the acquisition method of accounting.

Branch Sales

On May 31, 2013, PacTrust Bank entered into a definitive agreement with AmericanWest Bank, a Washington state chartered bank (“AWB”), pursuant to which PacTrust Bank has agreed to sell eight branches and related assets and deposit liabilities to AWB. The transaction will result in the transfer of deposits to AWB in exchange for a deposit premium of 2.3% applied to certain deposit balances transferred at closing. The deposits to be transferred totaled approximately $457.0 million as of June 30, 2013. Certain other assets related to the branches will be acquired as a part of the transaction including the sale of the real estate for three of the branch locations and certain overdraft and other credit facilities related to the deposit accounts. These deposits and retail branch assets have been classified as held-for-sale in the Consolidated Statements of Financial Condition as of June 30, 2013.

NOTE 3 – FAIR VALUES OF FINANCIAL INSTRUMENTS

Fair Value Hierarchy . ASC 820-10 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The topic describes three levels of inputs that may be used to measure fair value:

•

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

•

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Securities Available for Sale . The fair values of securities available for sale are generally determined by quoted market prices, if available (Level 1), or by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). The fair values of the Company’s Level 3 securities are determined by the Company and an independent third-party provider using a discounted cash flow methodology. The methodology uses discount rates that are based upon observed market yields for similar securities. Prepayment speeds are estimated based upon the prepayment history of each bond and a detailed analysis of the underlying collateral. Gross weighted average coupon, geographic concentrations, loan to value, FICO and seasoning are among the different loan attributes that are factored into our prepayment curve. Default rates and severity are estimated based upon geography of the collateral, delinquency, modifications, loan to value ratios, FICO scores, and past performance.

Impaired Loans and Leases . The fair value of impaired loans and leases with specific allocations of the allowance for loan and lease losses based on collateral values is generally based on recent real estate appraisals (Level 2). These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. The impaired loans categorized as Level 3 also include unsecured and other secured loans whose fair value based on significantly unobservable inputs such as strength of guarantees, cash flows discounted at the effective loan rate, and management’s judgement.

Loans Held for Sale . The fair value of loans held for sale is based on commitments outstanding from investors as well as what secondary markets are currently offering for portfolios with similar characteristics. Therefore, loans held for sale subjected to recurring fair value adjustments are classified as Level 2.

Derivative Assets and Liabilities . The Company’s derivative assets and liabilities are carried at fair value as required by GAAP and are accounted for as freestanding derivatives. The derivative assets are interest rate lock commitments (IRLCs) with prospective residential mortgage borrowers whereby the interest rate on the loan is locked by borrower prior to funding. These IRLCs are determined to be derivative instruments in accordance with GAAP. The derivative liabilities are hedging instruments typically mortgage-backed to-be-announced (TBA securities) used to hedge the risk of fair value changes affected by interest rates changes relating to the Company’s mortgage banking operations. The Company hedges the period from the interest rate lock (assuming a fall-out factor) to the date of the loan sale. The estimated fair value is based on current market prices for similar instruments. Given the meaningful level of secondary market activity for derivative contracts, active pricing is available for similar assets and accordingly, the Company classifies its derivative assets and liabilities as Level 2.

Servicing Rights – Mortgage . The Company retains servicing on some of its mortgage loans sold and has elected the fair value option for valuation of these mortgage servicing rights. The value is based on a third party model that calculates the present value of the expected net servicing income from the portfolio based on key factors that include interest rates, prepayment assumptions, discount rate and estimated cash flows. Because of the significance of unobservable inputs, these servicing rights are classified as Level 3.

I/O Strips Receivable . The fair value is determined by discounting future cash flows using discount rates and prepayment assumptions that market participants would use for similar financial instruments. Because of the significance of unobservable inputs, the I/O strips receivable are classified as Level 3.

Other Real Estate Owned Assets (OREO) . OREO are recorded at the fair value less estimated costs to sell at the time of foreclosure. The fair value of other real estate owned assets is generally based on recent real estate appraisals adjusted for estimated selling costs. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Only OREO with a valuation allowance are considered to be carried at fair value. For the six months ended June 30, 2013 and 2012, the Company experienced $79 thousand and $169 thousand in valuation allowance expense for those assets, respectively.

Assets and Liabilities Measured on a Recurring and Non-Recurring Basis

Available-for-sale securities, loans held for sale, derivative assets and liabilities, and mortgage servicing rights are measured at fair value on a recurring basis, whereas impaired loans and leases and other real estate owned are measured at fair value on a non-recurring basis.

The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated:


			Fair Value Measurements Level
			Quoted Prices in		Significant
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
	Carrying		Assets		Inputs		Inputs
	Value		(Level One)		(Level Two)		(Level Three)
	(In thousands)
June 30, 2013:
Assets
Available-for-sale securities:
U.S. government-sponsored entities and agency securities	$	1,000	$	—	$	1,000	$	—
Private label residential mortgage-backed securities		29,764		—		28,058		1,706
Agency mortgage-backed securities		75,987		—		75,987		—
Loans held for sale		257,949		—		257,949		—
Derivative assets ⁽¹⁾		13,879		—		13,879		—
Mortgage servicing rights ⁽²⁾		4,620		—		—		4,620
Liabilities
Derivative liabilities ⁽³⁾		477		—		477		—
December 31, 2012:
Assets
Available-for-sale securities:
U.S. government-sponsored entities and agency securities	$	2,710	$	—	$	2,710	$	—
State and Municipal securities		9,944		—		9,944		—
Private label residential mortgage-backed securities		41,846		—		39,632		2,214
Agency mortgage-backed securities		66,919		—		66,919		—
Loans held for sale		113,158		—		113,158		—
Derivative assets ⁽¹⁾		2,890		—		2,890		—
Mortgage servicing rights ⁽²⁾		1,739		—		—		1,739
Liabilities
Derivative liabilities ⁽³⁾		988		—		988		—

⁽¹⁾

Included in other assets on the consolidated statements of financial condition

⁽²⁾

Included in servicing rights, net on the consolidated statements of financial condition

⁽³⁾

Included in accrued expenses and other liabilities on the consolidated statements of financial condition

The following table sets forth the Company’s financial assets and liabilities measured at fair value on a non recurring basis as of the dates indicated:


			Fair Value Measurements Level
			Quoted Prices in		Significant
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
	Carrying		Assets		Inputs		Inputs
	Value		(Level One)		(Level Two)		(Level Three)
	(In thousands)
June 30, 2013:
Assets
Impaired loans:
Real estate 1-4 family first mortgage		11,248		—		4,290		6,958
Multi-family		2,048		—		—		2,048
HELOC’s, home equity loans, and other consumer installment credit		1,055				635		420
Real estate mortgage		725		—		—		725
SBA		13		—		—		13
Other real estate owned assets:
Real estate 1-4 family first mortgage		109		—		—		109
Land		1,428		—		—		1,428
December 31, 2012:
Assets
Impaired loans:
Real estate 1-4 family first mortgage	$	21,778	$	—	$	3,041	$	18,737
Multi-family		5,442		—		—		5,442
Real estate mortgage		2,531		—		829		1,702
HELOC’s, home equity loans, and other consumer installment credit		3		—		—		3
Other real estate owned assets:
Real estate 1-4 family first mortgage		118		—		—		118
Land		3,889		—		—		3,889

There were $4.0 million and no impaired loans and leases with specific allowances tested for impairment using the fair value of the collateral for collateral dependent loans at June 30, 2013 and December 31, 2012, respectively.

Other real estate owned measured at fair value less costs to sell, had a net carrying value of $1.5 million, which was comprised of the outstanding balance of $1.6 million, net of a valuation allowance of $42 thousand at June 30, 2013. At December 31, 2012, real estate owned had a net carrying value of $4.5 million, which is made up of the outstanding balance of $6.6 million, net of a valuation allowance of $2.1 million.

The tables below present a reconciliation of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2013:


	Private label residential mortgage-backed securities			Mortgage Servicing Rights			Total
	(In thousands)
Balance of recurring Level 3 securities at January 1, 2013	$	2,214		$	1,739		$	3,953
Transfers out of Level 3		—			—			—
Total gains or losses (realized/unrealized):
Included in earnings—realized		—			—			—
Included in earnings—fair value adjustment		—			330			330
Included in other comprehensive income		3			—			3
Amortization of premium (discount)		—			—			—
Additions		—			2,762			2,762
Sales, issuances and settlements		(511	)		(211	)		(722	)

Balance of recurring Level 3 securities at June 30, 2013	$	1,706		$	4,620		$	6,326

The table below presents a reconciliation of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2012:


	Private label residential mortgage-backed securities
	(In thousands)
Balance of recurring Level 3 securities at January 1, 2012	$	91,862
Transfers out of Level 3		—
Total gains or losses (realized/unrealized):
Included in earnings—realized		(71	)
Included in earnings—unrealized		—
Included in other comprehensive income		1,373
Amortization of premium (discount)		(438	)
Purchases		41,031
Sales, issuances and settlements		(23,615	)

Balance of recurring Level 3 securities at June 30, 2012	$	110,142

The following table presents quantitative information about Level 3 fair value measurements on a recurring basis as of the dates indicated:


	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
	($ in thousands)
June 30, 2013:
Private label residential mortgage backed securities	$	1,706	Discounted cash flow	Voluntary prepayment rate Collateral default rate	1.37% to 4.92% (3.15%) 6.23% to 6.26% (6.25%)
				Loss severity at default	55%
Mortage servicing rights		4,620	Discounted cash flow	Discount rate	10.5% to 17.9% (10.6%)
				Prepayment rate	6.1% to 36.1% (9.0%)
December 31, 2012:
Private label residential mortgage backed securities	$	2,214	Discounted cash flow	Voluntary prepayment rate Collateral default rate	3.15% to 8.00% (5.80%) 8.46% to 8.56% (8.5%)
				Loss severity at default	55%
Mortage servicing rights		1,739	Discounted cash flow	Discount rate	10.5% to 11.5% (10.5%)
				Prepayment rate	4.3% to 35.3% (13.8%)

The significant unobservable inputs used in the fair value measurement of the Company’s private label and agency residential mortgage backed securities are prepayment rates, collateral default rates, and loss severity in the event of default. Significant increases

(decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the collateral default rates is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates.

The significant unobservable inputs used in the fair value measurement of the Company’s mortgage servicing rights include the discount rate and estimated cash flows. There may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results.

The carrying amounts and estimated fair values of financial instruments as of June 30, 2013 and December 31, 2012 were as follows:


			Fair Value Measurements Level
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
June 30, 2013:
Financial assets
Cash and cash equivalents	$	462,335	$	462,335	$	—	$	—	$	462,335
Time deposits in financial institutions		2,589		2,589		—		—		2,589
Securities available-for-sale		106,751		—		105,045		1,706		106,751
FHLB stock		10,838		—		10,838		—		10,838
Loans and leases receivable, net, excluding loans held for sale		1,597,367		—				1,622,130		1,622,130
Loans held for sale		257,949		—		257,949		—		257,949
Accrued interest receivable		7,887		31		5		7,851		7,887
Derivative assets		13,879		—		13,879		—		13,879
Mortgage servicing rights		5,040		—		—		5,040		5,040
Financial liabilities
Deposits		2,109,831		—		2,092,223		—		2,092,223
Advances from the FHLB		45,000		—		45,093		—		45,093
Notes payable		82,127		85,631		—		—		85,631
Derivative liabilities		477		—		477		—		477
Accrued interest payable		1,671		1,338		333		—		1,671
December 31, 2012:
Financial assets
Cash and cash equivalents	$	108,643	$	108,643	$	—	$	—	$	108,643
Time deposits in financial institutions		5,027		5,027		—		—		5,027
Securities available-for-sale		121,419		—		119,205		2,214		121,419
FHLB stock		8,842		—		8,842		—		8,842
Loans and leases receivable, net, excluding loans held for sale		1,234,023		—		—		1,267,292		1,267,292
Loans held for sale		113,158		—		113,158		—		113,158
Accrued interest receivable		5,002		7		50		4,945		5,002
Derivative assets		2,890		—		2,890		—		2,890
Mortgage servicing rights		2,278		—		—		2,278		2,278
Financial liabilities
Deposits		1,306,342		—		1,305,884		—		1,305,884
Advances from the FHLB		75,000		—		75,166		—		75,166
Notes payable		81,935		86,106		—		—		86,106
Derivative liabilities		988		—		988		—		988
Accrued interest payable		1,639		1,335		304		—		1,639

The methods and assumptions used to estimate fair value are described as follows:

Carrying amount is the estimated fair value for cash and cash equivalents, FHLB stock, and accrued interest receivable and payable. The methods for determining the fair values for securities available for sale, derivatives assets and liabilities, and I/O strips are described above. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent re-pricing or re-pricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair value of long-term debt is based on current rates for similar financing. It was not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability. The fair value of off-balance-sheet items is not considered material (or is based on the current fees or costs that would be charged to enter into or terminate such arrangements) and is not presented.

NOTE 4 – SECURITIES AVAILABLE FOR SALE

The following tables summarize the amortized cost and fair value of the available-for-sale investment securities portfolio at June 30, 2013 and December 31, 2012, respectively, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
June 30, 2013:
Available-for-sale
U.S. government-sponsored entities and agency securities	$	1,000	$	—	$	—		$	1,000
Private label residential mortgage-backed securities		29,563		300		(99	)		29,764
Agency mortgage-backed securities		76,042		192		(247	)		75,987

Total securities available for sale	$	106,605	$	492	$	(346	)	$	106,751

December 31, 2012:
Available-for-sale
U.S. government-sponsored entities and agency securities	$	2,706	$	4	$	—		$	2,710
State and Municipal securities		9,660		284		—			9,944
Private label residential mortgage-backed securities		41,499		475		(128	)		41,846
Agency mortgage-backed securities		66,818		335		(234	)		66,919

Total securities available for sale	$	120,683	$	1,098	$	(362	)	$	121,419

The Company recorded no other-than-temporary impairment (“OTTI”) for securities available for sale at June 30, 2013 or December 31, 2012.

The amortized cost and fair value of the available-for-sale securities portfolio are shown below by expected maturity. In the case of residential mortgage-backed securities, expected maturities may differ from contractual maturities because borrowers generally have the right to call or prepay obligations with or without call or prepayment penalties. For that reason, mortgage-backed securities are not included in the maturity categories.


	June 30, 2013
	Amortized Cost		Fair Value
	(In thousands)
Maturity
Available-for-sale
Within one year	$	1,000	$	1,000
One to five years		—		—
Five to ten years		—		—
Greater than ten years		—		—
Private label residential mortgage backed and FNMA mortgage-backed securities		105,605		105,751

	$	106,605	$	106,751

At June 30, 2013 and December 31, 2012, there were no holdings of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10 percent of shareholders’ equity.

The following table summarizes the investment securities with unrealized losses at June 30, 2013 and December 31, 2012, respectively, by aggregated major security type and length of time in a continuous unrealized loss position:


	Less Than 12 Months					12 Months or Longer					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In thousands)
June 30, 2013:
Available-for-sale
Private label residential mortgage-backed securities	$	7,318	$	(42	)	$	6,281	$	(57	)	$	13,599	$	(99	)
Agency residential mortgage-backed securities		28,645		(209	)		2,201		(38	)		30,846		(247	)

Total available-for-sale	$	35,963	$	(251	)	$	8,482	$	(95	)	$	44,445	$	(346	)

December 31, 2012:
Available-for-sale
Private label residential mortgage-backed securities	$	2,194	$	(13	)	$	10,061	$	(115	)	$	12,255	$	(128	)
Agency residential mortgage-backed securities		37,388		(234	)		—		—			37,388		(234	)

Total available-for-sale	$	39,582	$	(247	)	$	10,061	$	(115	)	$	49,643	$	(362	)

As of June 30, 2013, the Company’s securities available for sale portfolio consisted of 77 securities, 42 of which were in an unrealized loss position. The unrealized losses are related to an increase in prepayment speeds of the agency mortgage-backed securities as discussed below.

The Company’s private label residential mortgage-backed securities that are in an unrealized loss position had a fair value of $13.6 million with unrealized losses of $99 thousand at June 30, 2013. The Company’s agency residential mortgage-backed securities that are in an unrealized loss position had a fair value of $30.8 million with unrealized losses of $247 thousand at June 30, 2013.

The Company monitors its securities portfolio to ensure it has adequate credit support and as of June 30, 2013, the Company believes there is no OTTI and it does not have the intent to sell these securities and it is not likely that it will be required to sell the securities before their anticipated recovery. Of the Company’s $106.8 million securities portfolio, $101.7 million were rated AAA, AA or A and $5.1 million were rated BBB based on the most recent credit rating as of June 30, 2013. The Company considers the lowest credit rating for identification of potential OTTI.

NOTE 5 – LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES

As of June 30, 2013 and December 31, 2012 the Company had the following balances in its loan and lease portfolio:


	Non-Traditional			Traditional			Total NTM and			Purchased Credit			Total Loans and
	Mortgages (NTM)			Loans			Traditional Loans			Impaired			Leases Receivable
	($ in thousands)
June 30, 2013:
Commercial
Commercial and industrial	$	—		$	90,767		$	90,767		$	1,938		$	92,705
Real estate mortgage		—			311,262			311,262			15,835			327,097
Multi-family		—			120,026			120,026			838			120,864
SBA		—			28,483			28,483			5,117			33,600
Construction		—			5,980			5,980			—			5,980
Lease financing		—			18,615			18,615			—			18,615
Consumer:
Real estate 1-4 family first mortgage		235,352			474,208			709,560			114,175			823,735
Green Loans (HELOC)—First Liens		169,439			—			169,439			—			169,439
Green Loans (HELOC)—Second Liens		6,528			—			6,528			—			6,528
Other HELOC’s, home equity loans, and other consumer installment credit		113			13,476			13,589			55			13,644

Total Gross Loans	$	411,432		$	1,062,817		$	1,474,249		$	137,958		$	1,612,207

Percentage to total gross loans		25.5	%		65.9	%		91.4	%		8.6	%		100.0	%
Net deferred loan costs													$	828
Unamortized purchase premium														1,311
Allowance for loan losses														(16,979	)

Loans and leases receivable, net													$	1,597,367

December 31, 2012:
Commercial
Commercial and industrial	$	—		$	73,585		$	73,585		$	6,808		$	80,393
Real estate mortgage		—			318,051			318,051			21,837			339,888
Multi-family		—			112,829			112,829			845			113,674
SBA		—			30,512			30,512			5,608			36,120
Construction		—			6,648			6,648			—			6,648
Lease financing		—			11,203			11,203			—			11,203
Consumer:
Real estate 1-4 family first mortgage		162,127			211,527			373,654			65,066			438,833
Green Loans (HELOC)—First Liens		198,351			—			198,351			—			198,351
Green Loans (HELOC)—Second Liens		7,653			—			7,653			—			7,653
Other HELOC’s, home equity loans, and other consumer installment credit		113			13,740			13,853			56			13,796

Total Gross Loans	$	368,244		$	778,095		$	1,146,339		$	100,220		$	1,246,559

Percentage to total gross loans		29.5	%		62.5	%		92.0	%		8.0	%		100.0	%
Net deferred loan costs													$	447
Unamortized purchase premium														1,465
Allowance for loan losses														(14,448	)

Loans and leases receivable, net													$	1,234,023

Non Traditional Mortgage Loans

The Company’s non-traditional mortgage (“NTM”) portfolio is comprised of three interest only products: the Green Account Loans (Green Loans), the hybrid interest only fixed or adjustable rate mortgage (Interest Only) and a small number of loans with the potential for negative amortization. As of June 30, 2013 and December 31, 2012, the non-traditional mortgages totaled $411.4 million or 25.5 percent of the total gross loan portfolio and $368.2 million or 29.5 percent of the total gross loan portfolio, respectively, which is an increase of $43.2 million or 11.7 percent. The following table represents the composition of the NTM portfolio at the dates indicated:


	June 30, 2013								December 31, 2012
	Count		Amount			Percent			Count		Amount			Percent
	($ in thousands)
Green		215	$	175,967			42.8	%		239	$	206,004			56.0	%
Interest-only		301		217,815			52.9			191		142,978			38.8
Negative amortization		39		17,650			4.3			40		19,262			5.2

Total NTM loans		555	$	411,432			100.0	%		470	$	368,244			100.0	%

Total gross loan portfolio			$	1,612,207							$	1,246,559
% of NTM to total gross loan portfolio				25.5	%							29.5	%

Green Loans

Green Loans are single family residence first and second mortgage lines of credit with a linked checking account that allows all types of deposits and withdrawals to be performed. The loans are generally interest only with a 15 year balloon payment due at maturity. At June 30, 2013, Green Loans totaled $176.0 million, a decrease of $30.0 million or 14.6 percent from $206.0 million at December 31, 2012, primarily due to reductions in principal balance and payoffs of $8.2 million and $27.8 million, respectively, partially offset by advances of $5.9 million. As of June 30, 2013 and December 31, 2012, $3.5 million and $5.7 million, respectively, of the Company’s Green Loans were non-performing. As a result of their unique payment feature, Green Loans possess higher credit risk due to the potential of negative amortization; however, management believes the risk is mitigated through the Company’s loan terms and underwriting standards, including its policies on loan-to-value ratios. The Company discontinued the Green Loan products in 2011.

Interest Only Loans

Interest only loans are primarily single family residence first mortgage loans with payment features that allow interest only payment in initial periods before converting to fully amortizing payments. As of June 30, 2013, our interest only loans increased by $74.8 million or 52.3 percent to $217.8 million from $143.0 million at December 31, 2012, primarily due to purchases of $42.6 million and originations of $97.2 million, partially offset by sales of $20.8 million, payoffs and principal reductions of $20.8 million, and reclassification of $23.3 million from NTM interest only to traditional loans due to the expiration of the initial interest only period and conversion to a fully amortizing basis. As of June 30, 2013 and December 31, 2012, $150 thousand and $6.2 million, respectively, of the Company’s interest only loans were non-performing.

Loans with the Potential for Negative Amortization

The negative amortization loan balance decreased to $17.7 million as of June 30, 2013 from $19.3 million as of December 31, 2012. The Company discontinued origination of negative amortization loans in 2007. As of June 30, 2013 and December 31, 2012, none of the Company’s loans that had the potential for negative amortization were non-performing. These loans pose a potentially higher credit risk because of the lack of principal amortization and potential for negative amortization; however, management believes the risk is mitigated through the Company’s loan terms and underwriting standards, including its policies on loan-to-value ratios. The Company discontinued origination of negative amortization loans in 2007.

Risk Management of Non-Traditional Mortgages

The Company has assessed that the most significant performance indicators for non-traditional mortgages (NTMs) are loan-to-value (LTV) and FICO scores. Accordingly, the Company manages credit risk in the NTM portfolio through semi-annual review of the loan portfolio that includes refreshing FICO scores on the Green Loans and home equity lines of credit and ordering third party automated valuation models. The loan review is designed to provide an effective method of identifying borrowers who may be experiencing financial difficulty before they actually fail to make a loan payment. Upon receipt of the updated FICO scores, an exception report is run to identify loans with a decrease in FICO of 10 percent or more and a resulting FICO of 620 or less. The loans are then further analyzed to determine if the risk rating should be downgraded which will increase the reserves the Company will establish for potential losses. A report of the semi-annual loan review is published and regularly monitored.

As these loans are revolving lines of credit, the Company, based on the loan agreement and loan covenants of the particular loan, as well as applicable rules and regulations, could suspend the borrowing privileges or reduce the credit limit at any time the Company reasonably believes that the borrower will be unable to fulfill their repayment obligations under the agreement or certain other conditions are met. In many cases, the decrease in FICO is the first red flag that the borrower may have difficulty in making their future payment obligations.

As a result, the Company proactively manages the portfolio by performing detailed analysis on its portfolio with emphasis on the non-traditional mortgage portfolio. The Company’s Internal Asset Review Committee (IARC) conducts monthly meetings to review the loans classified as special mention, substandard, or doubtful and determines whether suspension or reduction in credit limit is warranted. If the line has been suspended and the borrower would like to have their credit privileges reinstated, they would need to provide updated financials showing their ability to meet their payment obligations.

On the interest only loans, the Company projects future payment changes to determine if there will be an increase in payment of 3.50 percent or greater and then monitor the loans for possible delinquency. The individual loans are monitored for possible downgrading of risk rating, and trends within the portfolio are identified that could affect other interest only loans scheduled for payment changes in the near future.

Non Traditional Mortgage Performance Indicators

In addition to monitoring of credit grades, for NTMs, the Company manages the loan portfolio with attention to borrower credit scores and LTV. The tables below represent the Company’s non-traditional one-to-four SFR mortgage Green Loans first lien portfolio at June 30, 2013 by FICO scores that were obtained during the three months ended June 30, 2013, comparing to the FICO scores that were obtained three months ended December 31, 2012:


	June 30, 2013							December 31, 2012							Changes in count and amounts
	Count		Amount		Percent			Count		Amount		Percent			Count change			Amount change			Percent change
	($ in thousands)
800+		13	$	3,913		2.3	%		8	$	6,985		4.1	%		5		$	(3,072	)		(1.8	)%
700-799		103		93,342		55.2			109		86,999		51.4			(6	)		6,343			3.8
600-699		49		43,100		25.4			48		48,145		28.4			1			(5,045	)		(3.0	)
<600		14		13,967		8.2			14		12,193		7.2			—			1,774			1.0
No FICO		10		15,117		8.9			10		15,117		8.9			—			—			—

Totals		189	$	169,439		100.0	%		189	$	169,439		100.0	%		—		$	—			—	%

The Company updates FICO scores on a semi-annual basis, typically in November and April or as needed in conjunction with proactive portfolio management. The 700-799 FICO score category, obtained during the three months ended June 30, 2013, increased by 3.8 percent to 55.2 percent of total non-traditional one-to-four SFR mortgage Green Loans first lien at June 30, 2013 from 51.4 percent at December 31, 2012 from FICO scores obtained during the months ended December 31, 2012.

Loan to Value

The table below represents the Company’s one-to-four SFR non-traditional mortgage first lien portfolio by LTV as of the dates indicated:


	Green							I/O							Neg Am							Total
	Count		Amount		Percentage			Count		Amount		Percentage			Count		Amount		Percentage			Count		Amount		Percentage
	($ in thousands)
June 30, 2013:
LTV’s (1)
< 61		64	$	62,226		36.7	%		84	$	82,302		37.8	%		13	$	5,167		29.3	%		161	$	149,695		37.0	%
61-80		62		60,684		35.8			100		89,001		40.9			6		4,090		23.2			168		153,775		38.0
81-100		35		28,219		16.7			48		23,080		10.6			14		6,767		38.3			97		58,066		14.3
> 100		28		18,310		10.8			68		23,319		10.7			6		1,626		9.2			102		43,255		10.7

Totals		189	$	169,439		100.0	%		300	$	217,702		100.0	%		39	$	17,650		100.0	%		528	$	404,791		100.0	%

December 31, 2012:
LTV’s (1)
< 61		51	$	59,546		30.0	%		60	$	47,295		33.1	%		11	$	2,442		12.6	%		122	$	109,283		30.3	%
61-80		63		51,934		26.2			72		59,025		41.3			4		1,225		6.4			139		112,184		31.1
81-100		61		62,518		31.5			27		17,578		12.3			11		8,120		42.2			99		88,216		24.5
> 100		37		24,353		12.3			31		18,967		13.3			14		7,475		38.8			82		50,795		14.1

Totals		212	$	198,351		100.0	%		190	$	142,865		100.0	%		40	$	19,262		100.0	%		442	$	360,478		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’s policy

At June 30, 2013, the increase in interest only loans primarily related to purchases of 124 loans with a carrying value of $42.6 million and originations of $97.2 million, partially offset by sales, payoffs, principal reductions, and conversions to traditional loans of $64.9 million.

Allowance for Loan and Lease Losses

The Company has an established credit risk management process that includes regular management review of the loan and lease portfolio to identify any problem loans and leases. During the ordinary course of business, management becomes aware of borrowers that may not be able to meet the contractual requirements of the loan agreements. Such loans are subject to increased monitoring. Consideration is given to placing the loan on non-accrual status, assessing the need for additional allowance for loan and lease losses, and partial or full charge-off. The Company maintains the allowance for loan and lease losses at a level that is considered adequate to cover the estimated and known inherent risks in the loan portfolio and off-balance sheet unfunded credit commitments. The allowance for loan and lease losses includes allowances for loan, lease, and off-balance sheet unfunded credit commitment losses.

The credit risk monitoring system is designed to identify impaired and potential problem loans, and to permit periodic evaluation of impairment and the adequacy level of the allowance for credit losses in a timely manner. In addition, the Board of Directors of the Company has adopted a credit policy that includes a credit review and control system which it believes should be effective in ensuring that the Company maintains an adequate allowance for credit losses. The Board of Directors provides oversight and guidance for management’s allowance evaluation process, including quarterly valuations, and ratification for the management’s determination of whether the allowance is adequate to absorb losses in the loan and lease portfolio. The determination of the amount of the allowance for loan and lease losses and the provision for loan and lease losses is based on management’s current judgment about the credit quality of the loan and lease portfolio and takes into consideration known relevant internal and external factors that affect collectability when determining the appropriate level for the allowance for loan and lease losses. The nature of the process by which the Company determines the appropriate allowance for loan and lease losses requires the exercise of considerable judgment. Additions to the allowance for loan and lease losses are made by charges to the provision for loan and lease losses. Identified credit exposures that are determined to be uncollectible are charged against the allowance for loan and lease losses. Recoveries of previously charged off amounts, if any, are credited to the allowance for loan and lease losses.

The following is a summary of activity in the allowance for loan and lease losses and ending balances of loans evaluated for impairment for the three and six months ended June 30, 2013 and 2012, respectively:


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Balance at beginning of period	$	16,015		$	11,173		$	14,448		$	12,780
Loans and leases charged off		(1,027	)		(22	)		(1,932	)		(2,321	)
Recoveries of loans and leases previously charged off		73			18			377			19
Provision for loan and lease losses		1,918			279			4,086			970

Balance at end of period	$	16,979		$	11,448		$	16,979		$	11,448

The following table presents the activity and balance in the allowance for loan and lease losses and the recorded investment in loans and leases by portfolio segment and is based on the impairment method as of and for the three and six months ended June 30, 2013:


	Commercial and Industrial		Commercial Real Estate Mortgage			Multi- Family			SBA			Construction		Lease Financing			Real Estate 1-4 family First Mortgage			HELOC’s, Home Equity Loans, and Other Consumer Credit			Unallocated		TOTAL
	(In thousands)
Allowance for loan and lease losses:
Balance as of March 31, 2013	$	481	$	3,698		$	1,544		$	133		$	294	$	263		$	9,212		$	197		$	193	$	16,015
Charge-offs		—		(260	)		(169	)		(262	)		—		—			(329	)		(7	)		—		(1,027	)
Recoveries		—		19			—			42			—		4			1			7			—		73
Provision		335		1,051			74			266			209		(23	)		(133	)		28			111		1,918

Balance as of June 30, 2013	$	816	$	4,508		$	1,449		$	179		$	503	$	244		$	8,751		$	225		$	304	$	16,979

Balance as of December 31, 2012	$	263	$	3,178		$	1,478		$	118		$	21	$	261		$	8,855		$	274		$	—	$	14,448
Charge-offs		—		(360	)		(553	)		(392	)		—		(23	)		(590	)		(14	)		—		(1,932	)
Recoveries		—		19			88			166			—		6			91			7			—		377
Provision		553		1,671			436			287			482		—			395			(42	)		304		4,086

Balance as of June 30, 2013	$	816	$	4,508		$	1,449		$	179		$	503	$	244		$	8,751		$	225		$	304	$	16,979

Individually evaluated for impairment	$	—	$	—		$	280		$	—		$	—	$	—		$	256		$	35		$	—	$	571
Collectively evaluated for impairment		816		4,508			1,169			179			503		244			8,183			190			304		16,096
Acquired with deteriorated credit quality		—		—			—			—			—		—			312			—			—		312

Total ending allowance balance	$	816	$	4,508		$	1,449		$	179		$	503	$	244		$	8,751		$	225		$	304	$	16,979

Loans:
Individually evaluated for impairment	$	—	$	725		$	2,048		$	13		$	—	$	—		$	11,248		$	1,055		$	—	$	15,089
Collectively evaluated for impairment		90,716		309,561			119,281			28,398			5,957		18,631			869,709			19,046			—		1,461,299
Acquired with deteriorated credit quality		1,938		15,835			838			5,117			—		—			114,175			55			—		137,958

Total ending loan balances	$	92,654	$	326,121		$	122,167		$	33,528		$	5,957	$	18,631		$	995,132		$	20,156		$	—	$	1,614,346


	Commercial and Industrial			Commercial Real Estate Mortgage			Multi- Family			SBA		Construction		Lease Financing		Real Estate 1-4 family First Mortgage			HELOC’s, Home Equity Loans, and Other Consumer Credit			Unallocated		TOTAL
												(In thousands)
Allowance for loan and lease losses:
Balance as of March 31, 2012	$	129		$	2,928		$	1,601		$	—	$	—	$	—	$	6,317		$	198		$	—	$	11,173
Charge-offs		—			—			—			—		—		—		(18	)		(4	)		—		(22	)
Recoveries		—			—			—			—		—		—		17			1			—		18
Provision		(1	)		385			(309	)		—		—		—		212			(8	)		—		279

Balance as of June 30, 2012	$	128		$	3,313		$	1,292		$	—	$	—	$	—	$	6,528		$	187		$	—	$	11,448

Balance as of December 31, 2011	$	128		$	2,234		$	1,541		$	—	$	—	$	—	$	8,635		$	242		$	—	$	12,780
Charge-offs		—			(236	)		—			—		—		—		(2,078	)		(7	)		—		(2,321	)
Recoveries		—			—			—			—		—		—		17			2			—		19
Provision		—			1,315			(249	)		—		—		—		(46	)		(50	)		—		970

Balance as of June 30, 2012	$	128		$	3,313		$	1,292		$	—	$	—	$	—	$	6,528		$	187		$	—	$	11,448

Individually evaluated for impairment	$	—		$	362		$	658		$	—	$	—	$	—	$	537		$	—		$	—	$	1,557
Collectively evaluated for impairment		128			2,951			634			—		—		—		5,991			187			—		9,891
Acquired with deteriorated credit quality		—			—			—			—		—		—		—			—			—		—

Total ending allowance balance	$	128		$	3,313		$	1,292		$	—	$	—	$	—	$	6,528		$	187		$	—	$	11,448

Loans:
Individually evaluated for impairment	$	—		$	3,487		$	5,443		$	—	$	—	$	—	$	14,349		$	41		$	—	$	23,320
Collectively evaluated for impairment		8,929			182,979			76,230			—		—		—		508,762			16,883			—		793,783
Acquired with deteriorated credit quality		—			—			—			—		—		—		22,728			—			—		22,728

Total ending loan balances	$	8,929		$	186,466		$	81,673		$	—	$	—	$	—	$	545,839		$	16,924		$	—	$	839,831

The following table presents loans and leases individually evaluated for impairment by class of loans and leases as of June 30, 2013 and December 31, 2012. The recorded investment represents customer balances net of any partial charge-offs recognized on the loans and leases and net of any deferred fees and costs.


	June 30, 2013						December 31, 2012
	Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated		Unpaid Principal Balance		Recorded Investment		Allowance for Loan Losses Allocated
	(In thousands)
With no related allowance recorded:
Commercial
Commercial and industrial	$	—	$	—	$	—	$	2,168	$	1,879	$	—
Real estate mortgage		1,636		725		—		5,748		3,988		—
Multi-family		494		289		—		—		—		—
SBA		14		13		—		457		30		—
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer:						—		—		—		—
Real estate 1-4 family first mortgage		1,664		1,303		—		8,681		8,156		—
HELOC’s, home equity loans, and other consumer installment credit		—		—		—		3		3		—
With an allowance recorded:
Commercial
Commercial and industrial		—		—		—		—		—		—
Real estate mortgage		—		—		—		—		—		—
Multi-family		1,826		1,759		280		5,441		5,442		590
SBA		—		—		—		439		408		53
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer:
Real estate 1-4 family first mortgage		9,948		9,945		256		13,567		13,622		597
HELOC’s, home equity loans, and other consumer installment credit		1,050		1,055		35		—		—		—

Total	$	16,632	$	15,089	$	571	$	36,504	$	33,528	$	1,240

The following table provides information on impaired loans, disaggregated by class of loans, for the three and six months ended June 30, 2013 and 2012:


	Three months ended						Six months ended
	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Recognized		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Recognized
	(In thousands)
June 30, 2013:
Commercial
Commercial and industrial	$	—	$	—	$	—	$	—	$	—	$	—
Real estate mortgage		761		23		23		1,640		26		26
Multi-family		2,212		16		18		2,277		16		18
SBA		13		—		—		7		—		—
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer:
Real estate 1-4 family first mortgage		11,312		92		93		14,168		198		189
HELOC’s, home equity loans, and other consumer installment credit		635		—		—		318		—		—

Total	$	14,933	$	131	$	134	$	18,410	$	240	$	233

June 30, 2012:
Commercial
Commercial and industrial	$	—	$	—	$	—	$	—	$	—	$	—
Real estate mortgage		3,433		34		34		2,753		57		57
Multi-family		5,466		81		82		5,312		158		140
SBA		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer:		—		—		—		—		—		—
Real estate 1-4 family first mortgage		15,616		172		97		17,118		327		180
HELOC’s, home equity loans, and other consumer installment credit		29		1		—		15		1		—

Total	$	24,544	$	288	$	213	$	25,198	$	543	$	377

The following table presents information for impaired loans and leases for the three and six months ended June 30, 2013 and 2012:


	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
	(In thousands)
Average of individually impaired loans during the period	$	14,933	$	24,544	$	18,410	$	25,198
Interest income recognized during impairment		131		288		240		543
Cash-basis interest income recognized		134		213		233		377

Nonaccrual loans and leases and loans past due 90 days still on accrual were as follows as of the dates indicated:


	June 30, 2013						December 31, 2012
	Traditional Loans		NTM Loans		Total		Traditional Loans		NTM Loans		Total
	(In thousands)
Loans past due over 90 days or more still on accrual	$	—	$	—	$	—	$	—	$	—	$	—
Nonaccrual loans
The Company maintains specific allowance allocations for these loans of $433 in 2013 and $1,267 in 2012	$	5,557	$	3,607	$	9,164	$	11,166	$	11,827	$	22,993

Nonaccrual loans and leases consisted of the following as of the dates indicated:


	June 30, 2013						December 31, 2012
	Traditional Loans		NTM Loans		Total		Traditional Loans		NTM Loans		Total
	(In thousands)
Commercial:
Commercial and industrial	$	183	$	—	$	183	$	—	$	—	$	—
Real estate mortgage		1,100				1,100		2,906		—		2,906
Multi-Family		2,048				2,048		5,442		—		5,442
SBA		10				10		141		—		141
Consumer:
Real estate 1-4 family first mortgage		2,216		150		2,366		2,676		6,169		8,845
Green Loan (HELOC)—First Liens		—		2,822		2,822		—		5,658		5,658
Green Loan (HELOC)—Second Liens		—		635		635		—		—		—
HELOC’s, home equity loans, and other consumer installment credit		—		—		—		1		—		1

Total	$	5,557	$	3,607	$	9,164	$	11,166	$	11,827	$	22,993

Past Due Loans and Leases

The following tables present the aging of the recorded investment in past due loans and leases as of June 30, 2013, excluding accrued interest receivable which is not considered to be material by class of loans and leases:


	June 30, 2013
	30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 89 Days Past Due		Total Past Due		Current		Total Gross Financing Receivables		Considered Current That Have been Modified in Previous Year
	(In thousands)
NTM and Traditional Loans
Commercial:
Commercial and industrial	$	—	$	—	$	183	$	183	$	90,533	$	90,716	$	—
Real estate mortgage		149		—		375		524		309,762		310,286		—
Multi-family		289		—		—		289		121,040		121,329		—
SBA		—		—		—		—		28,411		28,411		—
Construction		—		—		—		—		5,957		5,957		—
Lease financing		—		—		—		—		18,631		18,631		—
Consumer:
Real estate 1-4 family first mortgage		23,112		11,756		9,548		44,416		836,541		880,957		—
HELOC’s, home equity loans, and other consumer installment credit		105		—		635		740		19,361		20,101		—

Total	$	23,655	$	11,756	$	10,741	$	46,152	$	1,430,236	$	1,476,388	$	—

PCI loans:
Commercial:
Commercial and industrial	$	—	$	—	$	—	$	—	$	1,938	$	1,938
Real estate mortgage		—		—		459		459		15,376		15,835
Multi-family		—		—		—		—		838		838
SBA		113		11		122		246		4,871		5,117
Consumer:
Real estate 1-4 family first mortgage		16,469		8,462		6,954		31,885		82,290		114,175
HELOC’s, home equity loans, and other consumer installment credit		—		—		—		—		55		55

Total	$	16,582	$	8,473	$	7,535	$	32,590	$	105,368	$	137,958

Total	$	40,237	$	20,229	$	18,276	$	78,742	$	1,535,604	$	1,614,346

NTM Loans:
Green Loans	$	—	$	360	$	3,096	$	3,456	$	172,511	$	175,967
Interest-Only		1,513		1,703		250		3,466		214,349		217,815
Negative Amortization		158		—		—		158		17,492		17,650

Total	$	1,671	$	2,063	$	3,346	$	7,080	$	404,352	$	411,432

The following tables presents the aging of the recorded investment in past due loans and leases as of June 30, 2012, excluding accrued interest receivable which is not considered to be material by class of loans and leases:


	December 31, 2012
	30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 89 Days Past Due		Total Past Due		Current		Total Gross Financing Receivables		Considered Current That Have been Modified in Previous Year
	(In thousands)
NTM and Traditional Loans
Commercial:
Commercial and industrial	$	248	$	7	$	—	$	255	$	73,324	$	73,579	$	2,297
Real estate mortgage		257		518		375		1,150		315,913		317,063		2,318
Multi-family		—		—		—		—		114,237		114,237		—
SBA		26		110		—		136		30,332		30,468		—
Construction		—		—		—		—		6,623		6,623		—
Lease financing		118		—		—		118		11,085		11,203		—
Consumer:								—				—
Real estate 1-4 family first mortgage		3,356		4,441		8,747		16,544		557,057		573,601		—
HELOC’s, home equity loans, and other consumer installment credit		27		—		1		28		21,449		21,477		—

Total	$	4,032	$	5,076	$	9,123	$	18,231	$	1,130,020	$	1,148,251	$	4,615

PCI loans:
Commercial:
Commercial and industrial	$	—	$	—	$	178	$	178	$	6,630	$	6,808
Real estate mortgage		1,080		377		445		1,902		19,935		21,837
Multi-family		—		—		—		—		845		845
SBA		317		63		687		1,067		4,541		5,608
Consumer:
Real estate 1-4 family first mortgage		1,008		1,082		2,080		4,170		60,896		65,066
HELOC’s, home equity loans, and other consumer installment credit		—		—		—		—		56		56

Total	$	2,405	$	1,522	$	3,390	$	7,317	$	92,903	$	100,220

Total	$	6,437	$	6,598	$	12,513	$	25,548	$	1,222,923	$	1,248,471

NTM Loans:
Green Loans	$	1,411	$	2,495	$	5,658	$	9,564	$	196,440	$	206,004
Interest-Only		794		58		908		1,760		141,218		142,978
Negative Amortization		—		421		—		421		18,841		19,262

Total	$	2,205	$	2,974	$	6,566	$	11,745	$	356,499	$	368,244

Troubled Debt Restructurings:

Troubled Debt Restructurings (TDRs) of loans are defined by ASC 310-40, “Troubled Debt Restructurings by Creditors” and ASC 470-60, “Troubled Debt Restructurings by Debtors” and evaluated for impairment in accordance with ASC 310-10-35. The concessions may be granted in various forms, including reduction in the stated interest rate, reduction in the amount of principal amortization, forgiveness of a portion of a loan balance or accrued interest, or extension of the maturity date. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.

For the three months ended June 30, 2013 and 2012, there were two and no modifications, respectively, through extension of maturity.


	Three months ended June 30,
	2013						2012
	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)
Troubled Debt Restructurings:
PCI Loans
Commercial
SBA		2	$	434	$	422		0		—		—

Total		2	$	434	$	422		0	$	—	$	—

For the six months ended June 30, 2013 and 2012, there were three and no modifications, respectively, through extension of maturity.


	Six months ended June 30,
	2013						2012
	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)
Troubled Debt Restructurings:
NTM and Traditional loans
Consumer
Real estate 1-4 family first mortgage		1	$	367	$	360		0	$	—	$	—
PCI loans
Commercial
SBA		2		434		422		0		—		—

Total		3	$	801	$	782		0	$	—	$	—

The following table presents loans and leases by class modified as troubled debt restructurings for which there was a payment default within twelve months following the modification for the three and six months ended June 30, 2013 and 2012, respectively:


	Three months ended June 30,								Six months ended June 30,
	2013				2012				2013				2012
	Number of Loans		Recorded Investment		Number of Loans		Recorded Investment		Number of Loans		Recorded Investment		Number of Loans		Recorded Investment
	($ in thousands)
TDRs that subsequently defaulted:
Real estate 1-4 family first mortgage		1	$	360		0	$	—		1	$	360		0	$	—

Total		1	$	360		0	$	—		1	$	360		0	$	—

Troubled debt restructured loans and leases consist of the following as of the dates indicated:


	June 30, 2013				December 31, 2012
	NTM and Traditional Loans		PCI loans		NTM and Traditional Loans		PCI loans
	(In thousands)
Commercial
Commercial and industrial	$	—	$	—	$	—	$	1,236
Real estate mortgage		210		1,225		530		1,355
Multi-family		—		—		3,090		—
SBA		—		411		—		423
Consumer
Real estate 1-4 family first mortgage		7,957		—		12,047		—
HELOC’s, home equity loans, and other consumer installment credit		—		—		1		—

Total	$	8,167	$	1,636	$	15,668	$	3,014

Troubled debt restructured loans, excluding purchased credit impaired (PCI) loans, were $8.2 million and $15.7 million at June 30, 2013 and December 31, 2012, respectively. The Company did not have any commitments to lend to customers with outstanding loans or leases that are classified as troubled debt restructurings as of June 30, 2013 and December 31, 2012.

Credit Quality Indicators:

The Company categorizes loans and leases into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company performs historical loss analysis that is combined with a comprehensive loan or lease to value analysis to analyze the associated risks in the current loan and lease portfolio. The Company analyzes loans and leases individually by classifying the loans and leases as to credit risk. This analysis includes all loans and leases delinquent over 60 days and non-homogenous loans and leases such as commercial and commercial real estate loans and leases. Classification of problem single family residential loans is performed on a monthly basis while analysis of non-homogenous loans and leases is performed on a quarterly basis. The Company uses the following definitions for risk ratings:

Special Mention . Loans and leases classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease or of the Company’s credit position at some future date.

Substandard . Loans and leases classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans and leases so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful/Loss . Loans and leases classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans and leases not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans and leases. ASC 310-30 PCI loans not rated are evaluated based on payment history.

The following table displays the Company’s risk categories for loans and leases as of June 30, 2013:


	June 30, 2013
	Pass		Special Mention		Substandard		Doubtful		ASC 310-30 PCI Pools		TOTAL
	(In thousands)
NTM and Traditional Loans:
Commercial
Commercial and industrial	$	87,588	$	—	$	3,128	$	—	$	—	$	90,716
Real estate mortgage		302,191		6,216		1,879		—		—		310,286
Multi-family		118,389		—		2,940		—		—		121,329
SBA		28,381		—		30		—		—		28,411
Construction		5,957		—		—				—		5,957
Lease financing		18,631		—		—		—		—		18,631
Consumer
Real estate 1-4 family first mortgage		847,380		16,062		17,515		—		—		880,957
HELOC’s, home equity loans, and other consumer installment credit		18,840		34		1,227		—		—		20,101

Total	$	1,427,357	$	22,312	$	26,719	$	—	$	—	$	1,476,388

PCI loans:
Commercial
Commercial and industrial	$	—	$	169	$	1,769	$	—			$	1,938
Real estate mortgage		11,034		—		4,801		—				15,835
Multi-family		838		—		—		—				838
SBA		1,047		793		3,277		—				5,117
Construction		—		—		—						—
Lease financing		—		—		—		—				—
Consumer
Real estate 1-4 family first mortgage		—		—		143		—		114,032		114,175
HELOC’s, home equity loans, and other consumer installment credit		—		—		55		—				55

Total	$	12,919	$	962	$	10,045	$	—	$	114,032	$	137,958

Total	$	1,440,276	$	23,274	$	36,764	$	—	$	114,032	$	1,614,346

NTM Loans:
Green Loans	$	167,070	$	4,402	$	4,495	$	—	$	—	$	175,967
Interest-Only		216,296		1,047		472		—		—		217,815
Negative Amortization		17,237		413		—		—		—		17,650

Total	$	400,603	$	5,862	$	4,967	$	—	$	—	$	411,432

The following table displays the Company’s risk categories for loans and leases as of December 31, 2012:


	December 31, 2012
	Pass		Special Mention		Substandard		Doubtful		ASC 310-30 PCI Pools		TOTAL
	(In thousands)
NTM and Traditional Loans:
Commercial
Commercial and industrial	$	73,579	$	—	$	—	$	—	$	—	$	73,579
Real estate mortgage		310,976		1,618		4,469		—		—		317,063
Multi-family		109,059		—		5,178		—		—		114,237
SBA		30,296		18		154		—		—		30,468
Construction		6,623		—		—		—		—		6,623
Lease financing		11,203		—		—		—		—		11,203
Consumer
Real estate 1-4 family first mortgage		543,928		11,222		18,451		—		—		573,601
HELOC’s, home equity loans, and other consumer installment credit		21,071		193		213		—		—		21,477

Total	$	1,106,735	$	13,051	$	28,465	$	—	$	—	$	1,148,251

PCI loans:
Commercial
Commercial and industrial	$	—	$	189	$	6,619	$	—	$	—	$	6,808
Real estate mortgage		15,108		1,080		5,649		—		—		21,837
Multi-family		845		—		—		—		—		845
SBA		1,148		1,085		3,375		—		—		5,608
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer
Real estate 1-4 family first mortgage		—		—		137		—		64,929		65,066
HELOC’s, home equity loans, and other consumer installment credit		—		—		56		—		—		56

Total	$	17,101	$	2,354	$	15,836	$	—	$	64,929	$	100,220

Total	$	1,123,836	$	15,405	$	44,301	$	—	$	64,929	$	1,248,471

NTM Loans:
Green Loans	$	192,188	$	7,119	$	6,697					$	206,004
Interest-Only		135,679		230		7,069						142,978
Negative Amortization		18,841		421		—						19,262

Total	$	346,708	$	7,770	$	13,766	$	—	$	—	$	368,244

Purchased Credit Impaired Loans and Leases

For the six months ended June 30, 2013 and year ended December 31, 2012, the Company purchased loans and leases for which there was, at acquisition, evidence of deterioration of credit quality subsequent to origination and it was probable, at acquisition, that all contractually required payments would not be collected. The outstanding balance and carrying amount of those loans and leases at June 30, 2013 and December 31, 2012 is as follows:


	June 30, 2013				December 31, 2012
	Outstanding Balance		Carrying Amount		Outstanding Balance		Carrying Amount
	(In thousands)
Commercial
Commercial and industrial	$	2,715	$	1,938	$	11,350	$	6,808
Real estate mortgage		24,155		15,835		22,698		21,837
Multi-family		1,195		838		1,208		845
SBA		20,672		5,117		7,967		5,608
Consumer:
Real estate 1-4 family first mortgage		206,026		114,175		108,428		65,066
HELOC’s, home equity loans, and other consumer installment credit		110		55		110		56

Outstanding balance	$	254,873	$	137,958	$	151,761	$	100,220

Accretable yield, or income expected to be collected for the three and six months ended June 30, 2013 and 2012 is as follows:


	Three months ended June 30,						Six months ended June 30
	2013			2012			2013			2012
	(In thousands)
Balance at beginning of period	$	123,952		$	6,270		$	32,207		$	—
New loans or leases purchased		2,465			593			95,618			7,040
Accretion of income		(4,842	)		(255	)		(7,511	)		(432	)
Reclassifications from (to) nonaccretable difference		(6,618	)		—			(5,188	)		—
Disposals		(16,718	)		—			(16,887	)		—

Balance at end of period	$	98,239		$	6,608		$	98,239		$	6,608

During the six months ended June 30, 2013, the Company completed four seasoned SFR mortgage loan pool acquisitions with unpaid principal balances and fair values of $497.2 million and $368.6 million (excluding accrued interest paid and acquisition costs at settlement), respectively, at the respective acquisition dates. The Company determined that certain loans in these seasoned SFR mortgage acquisitions reflected evidence of credit quality deterioration since origination and it was probable, at acquisition, that all contractually required payments would not be collected (2013 PCI Loans). During the three months ended June 30, 2013, the Company sold a portion of 2013 PCI loans with unpaid principal balances and carrying values of $125.0 million and $71.1 million, respectively. The total unpaid principal balances and carrying values of the 2013 PCI loans as of June 30, 2013 were $89.9 million and $56.9 million, respectively. Cash flows expected to be collected as of June 30, 2013 were $97.3 million.

NOTE 6 – SERVICING RIGHTS

The Company retains mortgage servicing rights (MSRs) from its sales of certain residential mortgage loans. MSRs on residential mortgage loans are reported at fair value. Income earned by the Company on its MSRs is derived primarily from contractually specified mortgage servicing fees and late fees, net of curtailment costs and third party subservicing costs. The Company retains servicing rights in connection with its SBA loan operations, which are measured using the amortization method. Prior to the acquisition of Gateway, the Company did not have any MSRs and prior to the acquisitions of Beach and Gateway, the Company did not have any SBA servicing rights. Income earned from servicing rights for the six months ended June 30, 2013 and 2012 was $646 thousand and none, respectively, and $458 thousand and none for the three months ended June 30, 2013 and 2012, respectively. This amount is reported in loan servicing income in the consolidated statements of operations. At June 30, 2013 and December 31, 2012, servicing rights are comprised of the following:


	June 30, 2013		December 31, 2012
	(In thousands)
Mortgage servicing rights, at fair value	$	4,620	$	1,739
SBA servicing rights, at cost		420		539

Total	$	5,040	$	2,278

Servicing retained sold mortgage loans are not reported as assets and are subserviced by a third party vendor. The unpaid principal balance of these loans at June 30, 2013 and December 31, 2012 was $475.2 million and $211.4 million, respectively. Custodial escrow balances maintained in connection with serviced loans were $2.3 million and $1.1 million at June 30, 2013 and December 31, 2012 respectively.

Mortgage Servicing Rights

Following is a summary of the key characteristics, inputs and economic assumptions used to estimate the fair value of the Company’s MSRs as of June 30, 2013 and December 31, 2012:


	June 30, 2013			December 31, 2012
	(In thousands)
Fair value of retained MSRs	$	4,620		$	1,739
Decay (prepayment/default)		14.58	%		25.19	%
Discount rate		10.59	%		10.50	%
Constant prepayment rate		9.04			13.86
Weighted-average life (in years)		7.78			5.85


	Three months ended June 30,					Six months ended June 30,
	2013			2012		2013			2012
	(In thousands)
Balance at beginning of period	$	2,579		$	—	$	1,739		$	—
Additions		1,852			—		2,762			—
Prepayments		(94	)		—		(162	)		—
Changes in fair value resulting from valuation inputs or assumptions		305			—		330			—
Other—loans paid off		(22	)		—		(49	)		—

Balance at end of period	$	4,620		$	—	$	4,620		$	—

SBA Servicing Rights

The Company used a discount rate of 7.25% to calculate the present value of cash flows and an estimated prepayment speed based on prepayment data available. Discount rates and prepayment speeds are reviewed quarterly and adjusted as appropriate.


	Three months ended June 30,					Six months ended June 30,
	2013			2012		2013			2012
	(In thousands)
Balance at beginning of period	$	498		$	—	$	539		$	—
Additions		27			—		32			—
Amortization, including prepayments		(105	)		—		(151	)		—

Balance at end of period	$	420		$	—	$	420		$	—

NOTE 7 – OTHER REAL ESTATE OWNED

Activity in other real estate owned was as follows for the three and six months ended June 30, 2013 and 2012:


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Balance, beginning of period	$	1,764		$	12,843		$	4,527		$	14,692
Additions		—			—			486			3,614
Sales and net direct write-downs		(227	)		(3,720	)		(5,476	)		(9,954	)
Net change in valuation allowance		—			116			2,000			887

Balance, end of period	$	1,537		$	9,239		$	1,537		$	9,239

Activity in the other real estate owned valuation allowance for the three and six months ended June 30, 2013 and 2012 was as follows:


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Balance, beginning of period	$	69		$	3,309		$	2,069		$	4,081
Additions charged to expense		—			155			79			169
Net direct write-downs and removals upon sale		(27	)		(270	)		(2,106	)		(1,056	)

Balance, end of period	$	42		$	3,194		$	42		$	3,194

Expenses related to foreclosed assets included in loan servicing and foreclosure expenses on the consolidated statements of operations were as follows for the three and six months ended June 30, 2013 and 2012:


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(In thousands)
Net gain (loss) on sales	$	37		$	(824	)	$	151		$	(508	)
Operating expenses, net of rental income		(60	)		727			(300	)		477

	$	(23	)	$	(97	)	$	(149	)	$	(31	)

Loans provided for sales of other real estate owned, included in other assets on the consolidated statements of financial condition, and deferred gain on real estate sold on contract, included in accrued expenses and other liabilities on the consolidated statements of financial condition for the three and six months ended June 30, 2013 and 2012 were as follows:


	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
	(In thousands)
Loans provided for sales of other real estate other real estate owned sold on contract	$	—	$	—	$	—	$	918
Deferred gain on other real estate sold on contract	$	—	$	—	$	—	$	10

NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS, NET

The Company recorded goodwill and other intangible assets during 2012 as a result of the Beach merger and Gateway acquisition discussed above in Note 2, Business Combinations. At June 30, 2013, the Company had goodwill of $7.0 million related to the Beach acquisition.

Other intangible assets are amortized over their useful lives ranging from 1 to 20 years for trade name and 4 to 7 years for core deposit intangibles. The weighted average remaining amortization period for trade name is approximately 19.1 years, and for core deposit intangibles is approximately 5.6 years. Based on the balances of identifiable intangible assets as of June 30, 2013, the Company estimates that intangible asset amortization will be $1.4 million in 2013, $1.1 million in 2014, $894 thousand in 2015, $671 thousand in 2016, and $458 thousand in 2017. Other intangible assets were as follows at June 30, 2013 and December 31, 2012:


	Gross Carrying Value		Accumulated Amortization		Intangible Assets, net
	(In thousands)
June 30, 2013:
Amortized intangible assets:
Trade name	$	980	$	62	$	918
Core deposit intangibles		5,190		1,368		3,822

	$	6,170	$	1,430	$	4,740

December 31, 2012:
Amortized intangible assets:
Trade name	$	980	$	28	$	952
Core deposit intangibles		5,190		668		4,522

	$	6,170	$	696	$	5,474

Aggregate amortization expense was $734 thousand and none for the six months ended June 30, 2013 and 2012, respectively.

NOTE 9 – FEDERAL HOME LOAN BANK ADVANCES

At June 30, 2013, all $45.0 million of the Banks’ advances from the FHLB were fixed rate and had interest rates ranging from 0.27 percent to 0.82 percent with a weighted average rate of 0.52 percent. At December 31, 2012, $63.0 million of the Banks’ advances from the FHLB were fixed rate and had interest rates ranging from 0.28 percent to 0.82 percent with a weighted average rate of 0.47 percent. At December 31, 2012, $12.0 million of the Company’s advances from the FHLB were variable rate and had a weighted average interest rate of 0.28 percent as of that date.

Each advance is payable at its maturity date. Advances paid early are subject to a prepayment penalty. At June 30, 2013 and December 31, 2012, the Banks’ advances from the FHLB were collateralized by certain real estate loans with an aggregate unpaid principal balance of $759.8 million and $458.9 million, respectively, and the Banks’ investment of capital stock of the FHLB of San Francisco of $10.4 million and $8.4 million, respectively. Based on this collateral and the Banks’ holdings of FHLB stock, the Banks were eligible to borrow an additional $425.5 million at June 30, 2013. In addition, the Banks had available lines of credit with the Federal Reserve Bank totaling $119.1 million at June 30, 2013.

NOTE 10 – LONG TERM DEBT

On April 23, 2012, the Company completed the public offering of $33.0 million aggregate principal amount of its 7.50 percent Senior Notes due April 15, 2020 (the “Notes”) at a price to the public of $25.00 per Note. Net proceeds after discounts were approximately $31.7 million. The Notes were issued under the Senior Debt Securities Indenture, dated as of April 23, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of April 23, 2012 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee.

On December 6, 2012, the Company completed the issuance and sale of an additional $45.0 million aggregate principal amount of the Notes at a price to the public of $25.00 per Note, plus accrued interest from October 15, 2012. Net proceeds after discounts, including a full exercise of the $6.8 million underwriters’ overallotment option on December 7, 2012, were approximately $50.1 million.

The Notes are the Company’s senior unsecured debt obligations and rank equally with all of the Company’s other present and future unsecured unsubordinated obligations. The Notes bear interest at a per-annum rate of 7.50 percent. The Company makes interest payments on the Notes quarterly in arrears.

The Notes will mature on April 15, 2020. However, the Company may, at the Company’s option, on April 15, 2015, or on any scheduled interest payment date thereafter, redeem the Notes in whole or in part on not less than 30 nor more than 60 days’ prior notice. The Notes will be redeemable at a redemption price equal to 100 percent of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to the date of redemption.

The Indenture contains several covenants which, among other things, restrict the Company’s ability and the ability of the Company’s subsidiaries to dispose of or incur liens on the voting stock of certain subsidiaries and also contains customary events of default.

NOTE 11 – INCOME TAXES

For three months ended June 30, 2013 and 2012, income tax expense (benefit) was $1.8 million and $(413) thousand, respectively, and effective tax rate was 29.5 percent and 35.9 percent, respectively. For six months ended June 30, 2013 and 2012, income tax expense (benefit) was $2.5 million and $(320) thousand, respectively, and effective tax rate was 31.7 percent and 46.9 percent, respectively. The Company’s effective tax rate decreased due to increases in reduction of the valuation allowances and other permanent benefits.

The Company accounts for income taxes by recognizing deferred tax assets and liabilities based upon temporary differences between the financial reporting and tax basis of its assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets when it is more-likely-than-not that a portion or all of the net deferred tax assets will not be realized. In assessing the realization of deferred tax assets, management evaluates both positive and negative evidence, including the existence of any cumulative losses in the current year and the prior two years, the amount of taxes paid in available carry-back years, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. This analysis is updated quarterly and adjusted as necessary. As of June 30, 2013, the Company had a net deferred tax asset of $7.2 million, net of an $8.0 million valuation allowance and as of December 31, 2012, the Company had a net deferred tax asset of $7.6 million, net of an $8.4 million valuation allowance. The net deferred tax asset as of June 30, 2013 and December 31, 2012 is supported by tax planning strategies.

The Company adopted the provisions of ASC 740-10-25 (formally FIN 48), which relates to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements on January 1, 2007. ASC 740-10-25 prescribes a threshold and a measurement process for recognizing in the financial statements a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of June 30, 2013 and December 31, 2012, the Company had no unrecognized tax benefits. In the event we are assessed interest and/or penalties by federal or state tax authorities, such amounts will be classified in the consolidated financial statements as income tax expense. At June 30, 2013 and December 31, 2012, the Company had no accrued interest or penalties. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to examination by U.S. Federal taxing authorities for years before 2009 (except for Gateway Bancorp’s pre-acquisition federal tax return which is currently under examination by the Internal Revenue Service for the 2008 and 2009 tax years). The statute of limitations for the assessment of California Franchise taxes has expired for tax years before 2008 (other state income and franchise tax statutes of limitations vary by state).

Assessment of Deferred Tax Asset Valuation Allowances

The evaluation of the recoverability of the deferred tax asset and the need for a valuation allowance requires the Company to weigh all positive and negative evidence to reach a conclusion that is more likely than not that all or some portion of the deferred tax asset will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence is necessary and the more difficult it is to support a conclusion that a valuation allowance is not needed.

The Company’s framework for assessing the recoverability of deferred tax assets weighs the sustainability of recent operating profitability, various prudent and feasible tax planning strategies, and its emergence from cumulative losses in the second quarter of 2013. The framework requires the Company to consider all available evidence, including:

•

the sustainability of recent operating profitability of the Company’s subsidiaries in various tax jurisditions;

•

the predictability of future operating profitability of the character necessary to realize the deferred tax assets;

•

the nature, frequency, and severity of cumulative financial reporting losses in recent years;

•

the recognition of the gains and losses on business dispositions;

•

prudent and feasible tax planning strategies that would be implemented, if necessary, to protect against the loss of the deferred tax assets; and

•

the effect of reversing taxable temporary differences.

Despite several favorable developments, the Company cannot reasonably predict future operating profitability necessary to realize all of its deferred tax assets. Based on this evidence at June 30, 2013, the Company cannot yet overcome this significant negative evidence to assert at this time that the deferred tax asset will be realized in totality.

However, the Company has reported financial taxable income over the first half of 2013 and is currently projecting financial taxable income for the full year 2013. Additionally, the Company emerged from a three-year cumulative loss position in the second quarter of 2013. These factors, if sustained, would represent significant positive evidence. Therefore, if these factors were to be met, and based on the characteristics of the deferred tax assets, additional valuation allowance could be released in large part during the second half of 2013, which would materially and favorably affect net income and other comprehensive income in the period. At June 30, 2013 and December 31, 2012, the valuation allowance was $8.0 million and $8.4 million, respectively.

NOTE 12 – MORTGAGE BANKING ACTIVITIES

MHMB, which we acquired in connection with the acquisition of Gateway, is a part of PacTrust Bank’s residential lending division. MHMB originates single family mortgage loans and sells these loans in the secondary market. During the three months ended June 30, 2013, the mortgage operations unit expanded its platform to include wholesale and warehouse lending and added 11 new retail loan production offices. The amount of net gain on mortgage banking activities is a function of mortgage loans originated for sale and the fair value of these loans. Net gain on mortgage banking activities includes mark to market pricing adjustments on loan commitments and forward sales contracts, initial capitalized value of mortgage servicing rights (MSRs) and loan origination fees.

During the six months ended June 30, 2013, the MHMB mortgage operations unit originated $867.6 million of loans and has sold $729.0 million of loans in the secondary market. The net gain and margin on these sales were $23.4 million or 3.2 percent, and loan origination fees were $5.0 million for the six months ended June 30, 2013. In addition, we also had changes in amounts related to derivatives and the fair value of the mortgage loans held for sale. Changes in amounts related to loan commitments and forward sales commitments amounted to a net gain of $11.6 million for the six months ended June 30, 2013. The net change in the fair value of the loans held for sale was a net loss of $3.3 million for the six months ended June 30, 2013. The initial capitalized value of our MSRs, which totaled $2.6 million on $257.0 million of loans sold to Fannie Mae and Freddie Mac for the six months ended June 30, 2013. Other costs associated with loan originations and sales, net of other adjustments, were $2.7 million for the six months ended June 30, 2013.

In addition to net gain on mortgage banking activities, MHMB records provisions to the representation and warranty reserve representing our initial estimate of losses on probable mortgage repurchases or loss reimbursements. Provision for loan repurchases totaled $988 thousand and none for the six months ended June 30, 2013 and 2012.

Mortgage Loan Repurchase Obligations

Following is a summary of activity in the reserve for loss reimbursements on sold loans for the three and six months ended June 30, 2013:


	Amount
	(In thousands)
Balance at March 31, 2013	$	3,498
Provision for loss reimbursement on sold loans		732
Payments made for loss reimbursement on sold loans		(256	)

Balance at June 30, 2013	$	3,974

Balance at December 31, 2012	$	3,485
Provision for loss reimbursement on sold loans		988
Payments made for loss reimbursement on sold loans		(499	)

Balance at June 30, 2013	$	3,974

NOTE 13 – RISK MANAGEMENT AND DERIVATIVE INSTRUMENTS

The Company originates residential real estate mortgage loans and generates revenues from the origination and sale of these loans. Although management closely monitors market conditions, such activities are sensitive to fluctuations in prevailing interest rates and real estate markets. As of June 30, 2013, approximately 83.6 percent of all properties securing loans held for sale were located in California. A change in the underlying economic conditions of the California residential real estate market could have an adverse impact on the Company’s operations.

The Company uses derivative instruments and other risk management techniques to reduce its exposure to adverse fluctuations in interest rates in accordance with its risk management policies. The Company utilizes forward contracts and investor commitments to economically hedge mortgage banking products and may from time to time use interest rate swaps as hedges against certain liabilities.

In connection with mortgage banking activities, if interest rates increase, the value of the Company’s loan commitments to borrowers and fixed rate mortgage loans held-for-sale are adversely impacted. The Company attempts to economically hedge the risk of the overall change in the fair value of loan commitments to borrowers and mortgage loans held for sale by selling forward contracts on securities with Government-sponsored enterprises (GSEs) and investors in loans. Forward contracts on securities of GSEs and loan commitments to borrowers are non-designated derivative instruments and the gains and losses resulting from these derivative instruments are included in net gain on mortgage banking activities in the accompanying consolidated statements of operations. At June 30, 2013, the resulting derivative asset of $13.9 million and liability of $477 thousand, are included in other assets and accrued expenses and other liabilities, respectively, on the accompanying consolidated statements of financial condition. At June 30, 2013, the Company had outstanding forward sales commitments totaling $362.4 million. At June 30, 2013, the Company was committed to fund loans for borrowers of approximately $176.6 million.

The net losses relating to free-standing derivative instruments used for risk management were none for the three months ended June 30, 2013, and are included in net gain on mortgage banking activities in the consolidated statements of operations. Prior to the third quarter of 2012, the Company held no derivatives.

The following table reflects the amount and market value of mortgage banking derivatives included in the consolidated statements of financial condition as of June 30, 2013 and December 31, 2012. Note 3, Fair Value of Financial Instruments, contains further disclosures pertaining to the fair value of mortgage banking derivatives.


	June 30, 2013				December 31, 2012
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(In thousands)
Included in assets:
Interest rate lock commitments	$	164,800	$	4,786	$	82,668	$	2,102
Mandatory forward commitments		287,619		8,654		54,273		197
Other assets (best efforts commitments)		24,631		439		8,619		591

Total included in assets	$	477,050	$	13,879	$	145,560	$	2,890

Included in liabilities:
Interest rate lock commitments	$	11,712	$	89	$	7,604	$	71
Mandatory forward commitments		50,000		388		86,790		441
Other liabilities (best efforts commitments)		—		—		34,208		476

Total included in liabilities	$	61,712	$	477	$	128,602	$	988

NOTE 14 – STOCK COMPENSATION PLANS

Share-based Compensation Expense

For the three months ended June 30, 2013 and 2012, share-based compensation expense was $296 thousand and $248 thousand, respectively, and the related tax benefits were $121 thousand and $102 thousand, respectively. For the six months ended June 30, 2013 and 2012, share-based compensation expense was $872 thousand and $531 thousand, respectively, and the related tax benefits were $358 thousand and $218 thousand, respectively.

As of June 30, 2013, there were 395,230 shares available to be issued, subject to the Company’s current 2011 Omnibus Incentive Plan. At the 2013 Annual Meeting of Stockholders of Banc California, Inc. held on July 16, 2013, the Company’s stockholders approved the Company’s 2013 Omnibus Stock Incentive Plan (the “2013 Omnibus Plan”). Upon the approval of the 2013 Omnibus Plan, no new awards may be granted under the 2011 Omnibus plan. The number of shares of common stock available under the 2013 Omnibus Plan is 4,000,000 shares.

Unrecognized Share-based Compensation Expense

As of June 30, 2013, unrecognized share-based compensation expense was as follows:


	Unrecognized Expense		Average Expected Recognition Period
	($ in thousands)
Stock option awards	$	1,074		2.6 years
Restricted stock awards		2,112		2.9 years

Total		3,186		2.8 years

Stock Options

The Company issues stock options to certain employees, officers and directors. Stock options are issued at the current market price on the date of grant with a three-year to five-year vesting period and contractual terms of 7 to 10 years. The Company issues new shares upon the exercise of stock options.

The following table represents stock option activity as of and for the three months ended June 30, 2013:


	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value *(In thousands)*
Outstanding at beginning of period		505,235	$	12.22		8.4 years	$	8
Granted		100,000	$	13.11		9.9 years	$	47

Outstanding at end of period		605,235	$	12.36		8.4 years	$	889

Exercisable at end of period		208,332	$	11.54		7.5 years	$	424

The following table represents stock option activity as of and for the six months ended June 30, 2013:


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value *(In thousands)*
Outstanding at beginning of period		538,569		$	12.16		7.6 years	$	300
Granted		100,000		$	13.11		9.9 years	$	47
Forfeited		(33,334	)	$	11.36		7.7 years		—

Outstanding at end of period		605,235		$	12.36		8.4 years	$	889

Exercisable at end of period		208,332		$	11.54		7.5 years	$	424

The following table represents changes in unvested stock options and related information as of and for the three and six months ended June 30, 2013:


	Three months ended June 30, 2013					Six months ended June 30, 2013
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Non-vested options outstanding at beginning of period		233,334		$	11.75		233,334		$	11.75
Granted		100,000		$	13.11		100,000		$	13.11
Vested		(5,000	)	$	11.84		(5,000	)	$	11.84

Non-vested options outstanding at end of period		328,334		$	12.16		328,334		$	12.16

Restricted Stock Awards

Additionally, the Company also grants restricted stock awards to certain employees, officers and directors. The restricted stock awards are valued at the closing price of the Company’s stock on the date of award. The restricted stock awards fully vest after one to five years of continued employment from the date of grant. The Company recognizes an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted stock when vested.

A summary of changes in the Company’s nonvested shares for the three and six months ended June 30, 2013 follows:


	Three months ended June 30, 2013					Six months ended June 30, 2013
	Shares			Weighted Average Grant Date Fair Value Per Share		Shares			Weighted Average Grant Date Fair Value Per Share
Non-vested shares outstanding at beginning of period		219,663		$	11.58		162,876		$	11.73
Granted		33,585		$	11.96		112,421		$	11.38
Vested		(16,146	)	$	11.56		(33,280	)	$	11.31
Forfeited		(12,612	)	$	11.92		(17,527	)	$	11.69

Non-vested shares outstanding at end of period		224,490		$	11.62		224,490		$	11.62

Stock Appreciation Right

On August 21, 2012, the Company granted to its chief executive officer a ten-year stock appreciation right (SAR) with respect to 500,000 shares (Initial SAR) of the Company’s common stock with a base price of $12.12 per share. Compensation expense for the SAR is recognized over the vesting period based on the fair value as calculated using Black Scholes as of the grant date and adjusted each quarter. The SAR will be settled in cash. One third of the SAR vested on the grant date and one third will vest on the first and second anniversaries of the grant date such that the SAR will be fully vested on the second anniversary of the grant date. On July 21, 2013, additional 150,933 shares (Additional SAR) with a base price of $13.00 per share were granted due to an issuance of Common Stocks pursuant to the SAR agreement. The Additional SAR has the same terms and conditions as the initial SAR granted pursuant to the agreement.

The weighted-average grant date fair value was $3.58 per share, or $1.8 million, and the adjusted fair value as of June 30, 2013 was $2.56 per share or $1.3 million for Initial SAR. Additional SAR had a fair value of $2.23 per share or $337 thousand as of June 30, 2013. Compensation expense recognized for the SARs was $398 thousand and $298 thousand for the three and six months ended June 30, 2013, respectively. A reversal of compensation expense of $100 thousand recognized for the three months ended March 31, 2013. At June 30, 2013, there was $370 thousand of total unrecognized compensation cost related to the unvested portion of the SAR. The cost is expected to be recognized over a weighted-average period of 1.5 years. Fair value of the SARs as of June 30, 2013 was determined using the following assumptions:


	June 30, 2013
SARs granted		650,993
Weighted average estimated fair value per share of SARs granted	$	2.48
Risk-free interest rate		1.40	%
Expected term		3 years
Expected stock price volatility		29.11	%
Dividend yield		4.00	%

NOTE 15 – SHAREHOLDERS’ EQUITY

Warrants

On November 1, 2010, the Company issued warrants to TCW Shared Opportunity Fund V, L.P. for up to 240,000 shares of non-voting common stock at an exercise price of $11.00 per share, subject to anti-dilutive adjustments. These warrants are exercisable from the date of issuance through November 1, 2015. On November 1, 2010, the Company also issued warrants to COR Advisors LLC to purchase up to 1,395,000 shares of non-voting stock at an exercise price of $11.00 per share, subject to anti-dilutive adjustments. These warrants are exercisable at the time of issuance based upon the additional shares issued and the anti-dilutive provisions set in the agreement and became fully exercisable at the time the anti-dilutive occurred. These warrants are exercisable for five years after the original vesting date. The warrants are exercisable for voting common stock in lieu of non-voting common stock following the transfer of the warrants in a widely disbursed offering or in other limited circumstances.

On July 1, 2012, in connection with the Company’s acquisition of Beach, the Company issued one-year warrants to purchase an aggregate of 1,401,959 shares of the Company’s common stock at an exercise price of $14.00 per share. All of the these warrants expired on June 30, 2013 without being exercised. See Note 2, Business Combinations.

Common Stock

On June 21, 2013, the Company issued 2,268,000 shares of its voting common stock, par value $0.01 per share, for gross proceeds of approximately $29.5 million and a registered direct offering of an aggregate 1,153,846 shares of voting common stock to two institutional investors for gross proceeds of approximately $15 million. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 360,000 shares of its voting common stock to cover over-allotments, if any, at the same price, for potential additional gross proceeds of approximately $4.7 million. The over-allotment option was exercised in full in July 2013.

Perpetual Preferred Stock

On June 12, 2013, the Company sold 1,400,000 depositary shares, each representing a 1/40th interest in a share of its 8.00 percent Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01 per share and liquidation preference of $1,000 per share, at an offering price of $25.00 per depositary share, for gross proceeds of $33.9 million. The Company also granted the underwriters a 30-day option to purchase up to an additional 210,000 depositary shares to cover over-allotments, if any, at the same price, for potential additional gross proceeds of $5.25 million. The over-allotment option was exercised in full in July 2013.

NOTE 16 – EARNINGS (LOSS) PER COMMON SHARE

Basic earnings (loss) per common share (EPS) is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding. Diluted EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding, adjusted for the dilutive effect of the outstanding stock options, restricted stock awards, and warrants to purchase common stock. Computations for basic and diluted EPS are provided below.


	Three months ended June 30,
	2013						2012
	Common Stock		Class B Common Stock		Total		Common Stock			Class B Common Stock			Total
	($ in thousands, except per share data)
Basic:
Net income (loss)	$	4,021	$	342	$	4,363	$	(671	)	$	(68	)	$	(739	)
Less: Preferred stock dividends		—		—		—		(285	)		(29	)		(314	)

Net income (loss) available to common shareholders	$	4,021	$	342	$	4,363	$	(956	)	$	(97	)	$	(1,053	)

Weighted average common shares outstanding		11,235,177		955,027		12,190,204		10,602,221			1,073,266			11,675,487

Basic earnings (loss) per common share	$	0.36	$	0.36	$	0.36	$	(0.09	)	$	(0.09	)	$	(0.09	)

Diluted:
Net income (loss) available to common shareholders	$	4,021	$	342	$	4,363	$	(956	)	$	(97	)	$	(1,053	)

Weighted average common shares outstanding for basic earnings (loss) per common share		11,235,177		955,027		12,190,204		10,602,221			1,073,266			11,675,487
Add: Dilutive effects of stock options		29,510		—		29,510		—			—			—
Add: Dilutive effects of warrants		15,055				15,055		—			—			—

Average shares and dilutive potential common shares		11,279,742		955,027		12,234,769		10,602,221			1,073,266			11,675,487

Diluted earnings (loss) per common share	$	0.36	$	0.36	$	0.36	$	(0.09	)	$	(0.09	)	$	(0.09	)


	Six months ended June 30,
	2013						2012
	Common Stock		Class B Common Stock		Total		Common Stock			Class B Common Stock			Total
	($ in thousands, except per share data)
Basic:
Net income (loss)	$	4,839	$	453	$	5,292	$	(329	)	$	(33	)	$	(362	)
Less: Preferred stock dividends		263		25		288		(649	)		(65	)		(714	)

Net income (loss) available to common shareholders	$	4,576	$	428	$	5,004	$	(978	)	$	(98	)	$	(1,076	)

Weighted average common shares outstanding		11,025,454		1,033,173		12,058,627		10,597,505			1,067,174			11,664,679

Basic earnings (loss) per common share	$	0.41	$	0.41	$	0.41	$	(0.09	)	$	(0.09	)	$	(0.09	)

Diluted:
Net income (loss) available to common shareholders	$	4,576	$	428	$	5,004		(978	)		(98	)		(1,076	)

Weighted average common shares outstanding for basic earnings (loss) per common share		11,025,454		1,033,173		12,058,627		10,597,505			1,067,174			11,664,679
Add: Dilutive effects of stock options		14,418		—		14,418		—			—			—

Average shares and dilutive potential common shares		11,039,872		1,033,173		12,073,045		10,597,505			1,067,174			11,664,679

Diluted earnings (loss) per common share	$	0.41	$	0.41	$	0.41	$	(0.09	)	$	(0.09	)	$	(0.09	)

For three and six months ended June 30, 2013, there were 168,569 and 243,569 stock options, respectively, and 150,993 and 650,993 warrants, respectively, that were not considered in computing diluted earnings per common share, because they were anti-dilutive. All outstanding options, stock awards, and warrants were not considered in computing diluted earnings per common share for the three and six months ended June 30, 2012 because they were anti-dilutive.

NOTE 17 – LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES

Some financial instruments such as loan commitments, credit lines, letters of credit, and overdraft protection are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Risk of credit loss exists up to the face amount of these instruments. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

The contractual amount of financial instruments with off-balance-sheet risk was as follows for the dates indicated:


	Contract Amount
	June 30, 2013				December 31, 2012
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
	(In thousands)
Financial instruments whose contract amounts represent credit risk
Commitments to extend credit	$	88,238	$	14,265	$	52,883	$	21,317
Unused lines of credit		4,740		70,526		4,021		84,036
Standby letters of credit		10		1,252		10		1,396

Commitments to make loans are generally made for periods of 30 days or less.

Financial instruments that potentially subject the Company to concentrations of credit risk include interest-bearing deposit accounts in other financial institutions, and loans. At June, 2013 and December 31, 2012, the Company had interest-bearing deposit accounts with balances totaling approximately $456.8 million and $105.4 million, respectively, in other financial institutions.

As of June 30, 2013, the Company had total commitments to sell loans of $155.0 million. Total commitments outstanding for the loans held for sale portfolio and IRLCs were $148.7 million and $6.3 million, respectively. For the loans held for sale commitments, $123.9 million and $24.8 million were mandatory commitments and best efforts commitments, respectively. Generally speaking, best efforts commitments do not have a financial penalty for non-delivery. As of June 30, 2013, the IRLCs commitments consisted of $6.3 million best efforts commitments and $0 of mandatory commitments.

NOTE 18 – RELATED-PARTY TRANSACTIONS

The Banks have granted loans to certain officers and directors and their related interests. Such loans amounted to none and $9 thousand at June 30, 2013 and December 31, 2012, respectively.

Deposits from principal officers, directors, and their related interests amounted to $12.6 million and $11.4 million at June 30, 2013 and December 31, 2012, respectively.

On December 27, 2012, the Company entered into a Management Services Agreement (the “Services Agreement”) with CS Financial, Inc. (the “Consultant”), a Southern California-based mortgage banking firm controlled by Jeffrey T. Seabold, then a member of the Boards of Directors of the Company and PacTrust Bank, and in which certain relatives and entities affiliated with relatives of Steven A. Sugarman, Chief Executive Officer of the Company and member of the Board of Directors of the Company and PacTrust Bank, also own certain minority, non-controlling interests. Under the Services Agreement, CS Financial agrees to provide PacTrust Bank such reasonably requested financial analysis, management consulting, knowledge sharing, training services and general advisory services as PacTrust Bank and CS Financial mutually agreed upon with respect to PacTrust Bank’s residential mortgage lending business, including strategic plans and business objectives, compliance function, monitoring, reporting and related systems, and policies and procedures, at a monthly fee of $100,000. The Services Agreement was recommended by disinterested members of management of PacTrust Bank and negotiated and approved by special committees of the Board of Directors of each of the Company and PacTrust Bank (the “Special Committees”), comprised exclusively of independent, disinterested directors of the Boards. Each of the Boards of Directors of PacTrust Bank and the Company also considered and approved the Services Agreement, upon the recommendation of the Special Committees. On May 13, 2013, PacTrust Bank hired Mr. Seabold as Managing Director of residential lending division and entered into a three-year employment agreement. Simultaneously, PacTrust Bank terminated, with immediate effect, its Services Agreement with the Consultant. For the three and six months ended June 30, 2013, total compensation paid to CS Financial Inc. amounted to $139 thousand and $439 thousand, respectively.

NOTE 19 – SUBSEQUENT EVENTS

Private Bank of California Acquisition Completion

On July 1, 2013, the Company completed its previously announced acquisition of PBOC pursuant to the terms of the Agreement and Plan of Merger, dated as of August 21, 2012, as amended, by and between the Company, Beach and PBOC. At the effective time of the Merger, PBOC merged with and into Beach, with Beach continuing as the surviving entity in the Merger and a wholly owned subsidiary of the Company, and changing its name to “The Private Bank of California.” Pursuant and subject to the terms of the Merger Agreement, each outstanding share of common stock, no par value, of PBOC (other than specified shares owned by the Company, PBOC or Beach, and other than in the case of shares in respect of, or underlying, certain PBOC options and other equity awards, which will be treated as set forth in the Merger Agreement) was converted into the right to receive a pro rata share of $24,887,513 and 2,083,333 shares of common stock of the Company, par value $0.01 per share. Based on the number of shares of PBOC Common Stock issued and outstanding immediately prior to the completion of the Merger, each outstanding share of PBOC Common Stock was converted into the right to receive $6.47 in cash and 0.5416 shares of Company Common Stock.

In addition, upon completion of the acquisition, each share of preferred stock issued by PBOC as part of the Small Business Lending Fund (“SBLF”) program of the United States Department of Treasury (10,000 shares in the aggregate with a liquidation preference amount of $1,000 per share) was converted automatically into one substantially identical share of preferred stock of the Company. The terms of the preferred stock issued by the Company in exchange for the PBOC preferred stock are substantially identical to the preferred stock previously issued by the Company as part of its own participation in the SBLF program (32,000 shares in aggregate with a liquidation preference amount of $1,000 per share).

Common Stock Over-Allotment Closing

On July 2, 2013, the Company completed the issuance and sale of 360,000 shares of its voting common stock, par value $0.01 per share (the “Over-Allotment Shares”), at a public offering price of $13.00 per share, in connection with the exercise of the overallotment option held by the underwriters of the Company’s recent underwritten common stock offering (See Note 15 – Shareholders’ Equity).

Preferred Stock Over-Allotment Closing

On July 8, 2013, the Company completed the issuance and sale of 210,000 depositary shares (the “Depositary Shares”), each such Depositary Share representing ownership of 1/40th of a share of the Company’s 8.00% Non-Cumulative Perpetual Preferred Stock, Series C, $0.01 par value per share, with a liquidation preference of $1,000 per share (the “Series C Preferred Stock”), at a public offering price of $25.00 per Depositary Share, in connection with the exercise of the overallotment option held by the underwriters of the Company’s underwritten offering of Depositary Shares (See Note – 15 Shareholders’ Equity).

Corporate Charter Amendment – Name Change

On July 15, 2013, the Company filed articles of amendment to its charter with the state of Maryland to change the name of the Company from First PacTrust Bancorp, Inc. to Banc of California, Inc., effective July 16, 2013.

2013 Omnibus Stock Incentive Plan

At the 2013 Annual Meeting of Stockholders of Banc California, Inc. held on July 16, 2013, the Company’s stockholders approved the Company’s 2013 Omnibus Stock Incentive Plan (the “2013 Omnibus Plan”). Upon the approval of the 2013 Omnibus Plan, no new awards may be granted under the 2011 Omnibus plan. The number of shares of common stock available under the 2013 Omnibus Plan is 4,000,000 shares.

Acquisition of Office Premises .

Effective as of July 24, 2013, the Company entered into a Purchase and Sale Agreement and Escrow Instructions (the “Agreement”) with Memorial Health Services (the “Seller”) pursuant to which the Company, or its assignee, will purchase from the

Seller certain improved real property located at 1588 South Coast Drive, Costa Mesa, California (the “Property”). Subject to the adjustments and prorations provided in the Agreement, and excluding post-acquisition occupancy improvements and relocation costs, the purchase price for the Property will be $40.0 million. The Company has deposited $250,000 into escrow, and will deposit an additional $2,250,000 after the expiration of the due diligence period on August 23, 2013. The Agreement contains customary representations and warranties, covenants, closing conditions and termination provisions. The Agreement contemplates a closing date of September 3, 2013.

Notice of Exercise of CS Financial Call Option .

As previously disclosed, on May 13, 2013, PacTrust Bank entered into an employment agreement (the “Employment Agreement”) with Jeffrey T. Seabold pursuant to which Mr. Seabold granted to the Company and PacTrust Bank an option (the “Call Option”), to acquire CS Financial, Inc. (“CS Financial”), a Southern California-based mortgage banking firm controlled by Mr. Seabold, for an purchase price of $10 million, payable pursuant to the terms provided under the Employment Agreement. Based upon the recommendation of the special committees of independent, disinterested directors of the Board of Directors of each of the Company and PacTrust Bank (the “Special Committees”), with the assistance of outside financial and legal advisors and consultants, the Boards of Directors of the Company and PacTrust Bank, with Mr. Steven A. Sugarman, Chief Executive Officer of the Company recusing himself from the discussions and vote due to previously disclosed conflicts of interest, approved the recommendation of the Special Committees and, pursuant to a letter dated July 29, 2013, the Company indicated that the Call Option was being exercised by PacTrust Bank, subject to the negotiation and execution of definitive transaction documentation consistent with the applicable provisions of the Employment Agreement and the satisfaction of the terms and conditions set forth therein. The Company expects to consummate the acquisition of CS Financial in the fourth quarter of 2013.

Management has evaluated subsequent events through the date of issuance of the financial data included herein. Other than the events disclosed above, there have been no subsequent events that occurred during such period would require disclosure in the report or would be required to be recognized in the Consolidated Financial Statements (Unaudited) as of June 30, 2013.

ITEM 2 –

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion compares the consolidated financial condition of Banc of California, Inc. (the Company or Bancorp), at June 30, 2013, to its financial condition at December 31, 2012, and the results of operations for the three and six months ended June 30, 2013 and 2012. This discussion should be read in conjunction with the unaudited interim consolidated financial statements and footnotes included herein.

The Company is a multi-bank holding company of Pacific Trust Bank and The Private Bank of California, or Beach, prior to July 1, 2013 (collectively, the Banks). The Company completed its acquisition of The Private Bank of California, or PBOC, on July 1, 2013 through the merger of PBOC with and into Beach, the Company’s wholly owned subsidiary, and re-naming Beach, as the surviving bank, The Private Bank of California. The Company derives substantially all of its revenue from the retail, commercial, and mortgage banking services provided by the Banks. As of June 30, 2013, the Banks operated 19 banking offices in San Diego, Riverside, Orange, and Los Angeles Counties, CA and 42 loan production offices in California, Arizona, Oregon, Washington and Montana. Upon the completion of the PBOC acquisition, the number of the Company’s banking offices increased to 22. PacTrust Bank entered into an agreement to sell eight of its banking offices to AmericanWest Bank.

The Company’s assets consist primarily of loans and investment securities, which are funded by deposits, borrowings and capital. The primary source of revenue is net interest income, the difference between interest income on loans and investments, and interest expense on deposits and borrowed funds. The Company also generates non-interest income by providing fee based banking services and by the origination and sale of conventional conforming and FHA/VA residential mortgage loans to the secondary market. The Company’s basic strategy is to maintain and grow net interest income and non-interest income by the retention of its existing customer base and the expansion of its core businesses and branch offices within its current market and plans to expand its banking offices further into Southern California and its loan production offices throughout the western United States. The Company’s primary market risk exposure is interest rate risk and credit risk.

CRITICAL ACCOUNTING POLICIES

Our financial statements are prepared in accordance with GAAP and general practices within the banking industry. Our significant accounting policies are described in “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K in the “Critical Accounting Policies” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 1 to the Consolidated Financial Statements, “Significant Accounting Policies.”

Within these statements, certain financial information contains approximate measurements of financial effects of transactions and impacts at the Consolidated Statements of Financial Condition dates and our results of operations for the reporting period. As certain accounting policies require significant estimates and assumptions that have a material impact on the carrying value of assets and liabilities, we have established critical accounting policies to facilitate making the judgment necessary to prepare financial statements.

SELECTED FINANCIAL DATA

The following tables set forth certain selected financial data for the periods indicated.


	As of and for the Three Months Ended June 30,						As of and for the Six Months Ended June 30,
	2013			2012			2013			2012
	($ in thousands, except per share data)
AVERAGE BALANCES:
Average gross loans and leases (1)	$	1,843,645		$	840,948		$	1,630,552		$	829,999
Average investment securities		102,880			107,488			109,955			105,668
Average interest-earning assets		2,204,574			1,041,194			1,944,529			1,012,795
Average total assets		2,301,382			1,109,844			2,027,690			1,078,824
Average total deposits		1,938,164			857,777			1,674,257			837,771
Average borrowings		129,589			59,172			135,119			48,488
Average interest-bearing liabilities		1,909,023			846,761			1,658,692			819,904
Average stockholders’ equity		203,873			184,764			197,921			185,143
PER SHARE DATA:
Basic earnings (loss) per common share	$	0.36		$	(0.09	)	$	0.41		$	(0.09	)
Diluted earnings (loss) per common share	$	0.36		$	(0.09	)	$	0.41		$	(0.09	)
Basic earnings (loss) per class B common share	$	0.36		$	(0.09	)	$	0.41		$	(0.09	)
Diluted earnings (loss) per class B common share	$	0.36		$	(0.09	)	$	0.41		$	(0.09	)
Common shares outstanding		14,976,979			10,604,477
Class B non-voting non-convertible common stock outstanding		574,258			1,078,807
Tangible common equity per common stock (2)	$	12.28		$	12.87
PERFORMANCE RATIOS:
Return on average assets (3) (4)		0.76	%		-0.27	%		0.53	%		-0.07	%
Return on average stockholders’ equity (3) (5)		8.58	%		-1.61	%		5.39	%		-0.39	%
Efficiency ratio (6)		83.01	%		109.63	%		85.39	%		98.44	%
Net interest spread (7)		3.80	%		3.09	%		3.67	%		3.28	%
Net interest margin (8)		3.93	%		3.26	%		3.84	%		3.44	%
Average stockholders’ equity to average total assets		8.86	%		16.65	%		9.76	%		17.16	%
SELECTED CAPITAL RATIOS:
Banc of California (9)
Total risk-based capital ratio		19.34	%		N/A
Tier 1 risk-based capital ratio		18.08	%		N/A
Tier 1 leverage ratio		11.16	%		N/A
PacTrust Bank
Total risk-based capital ratio:		19.78	%		17.88	%
Tier 1 risk-based capital ratio:		18.52	%		16.63	%
Tier 1 leverage ratio:		10.03	%		11.44	%
Beach Business Bank (10)
Total risk-based capital ratio:		16.79	%		N/A
Tier 1 risk-based capital ratio:		15.88	%		N/A
Tier 1 leverage ratio:		11.94	%		N/A
ASSET QUALITY:
Nonaccrual Loans, excluding PCI loans	$	9,164		$	16,878
90+ delinquent loans and other real estate owned, net
90+ delinquent loans, excluding PCI loans		10,741			1,986
Other real estate owned, net		1,537			9,239

Totals	$	12,278		$	11,225

Net loan charge-offs	$	954		$	4		$	1,555		$	2,302
Allowance for loan losses:
Originated loans	$	16,199		$	11,448
Purchased/acquired loans:
Non-credit impaired		468			—
Credit impaired		312			—

Total purchased/acquired loans		780			—

Total ALLL	$	16,979		$	11,448

Loans :
Originated loans	$	1,086,271		$	817,103
Purchased/acquired loans:
Non-credit impaired (11)		390,117			—
Credit impaired (12)		137,958			22,728

Total purchased/acquired loans		528,075			22,728

Total loans	$	1,614,346		$	839,831

ALLL to originated loans		1.49	%		1.40	%

(1)

Gross loans are net of deferred fees and related direct cost, but excluding the allowance for loan and lease losses

(2)

Total stockholders’ equity less preferred stock, goodwill, and other intangible assets, divided by common shares outstanding

(3)

Calculated based on annualized net income

(4)

Net income divided by average total assets

(5)

Net income divided by average stockholders’ equity

(6)

Total non-interest expense divided by the sum of net interest income before provision for loan and lease losses and total non-interest income

(7)

Average yield earned on interest-earning assets less average rate paid on interest-bearing liabilities

(8)

Annualized net interest income before provision for loan and lease losses divided by average interest-earning assets

(9)

Banc of California was a Savings and Loan Holding company and was not subject to regulatory capital requirements as of June 30, 2012

(10)

Beach Business Bank was not a subsidiary of the Company, and as such the capital ratios as of June 30, 2012 are not presented

(11)

Includes $19.9 million discounts at June 30, 2013

(12)

Includes $74.5 million and $15.3 million discounts at June 30, 2013 and 2012, respectively

EXECUTIVE OVERVIEW

This overview of management’s discussion and analysis highlights selected information in the financial results of the Company and may not contain all of the information that is important to you. For a more complete understanding of trends, commitments, uncertainties, liquidity, capital resources and critical accounting policies and estimates, you should carefully read this entire document. Each of these items could have an impact on the Company’s consolidated financial condition and results of operations.

The Company announced July 16, 2013 that its corporate name was changed from First PacTrust Bancorp, Inc. to Banc of California, Inc. effective upon the filing of an amendment to its charter on the same date. The new name is intended to reflect the Company’s emergence as the leading community bank serving businesses and families in California and the West through the Company’s subsidiary banks, Pacific Trust Bank and The Private Bank of California (PBOC). Banc of California Inc.’s trading symbol on NASDAQ will remain BANC.

On July 1, 2013 the Company completed the acquisition of PBOC. The acquisition was accomplished by merging The Private Bank of California into Beach. Upon closing of the transaction, Beach was renamed “The Private Bank of California.”

Banc of California formerly First PacTrust is a multi-bank holding company of PacTrust Bank and Beach Business Bank now rebranded and named PBOC as of July 1, 2013. As a bank holding company, Banc of California generally is prohibited from acquiring direct or indirect ownership or control of more than 5 percent of the voting shares of any company which is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain non-bank activities which, by statute or by regulation or order of the Federal Reserve Board, have been identified as activities closely related to the business of banking or managing or controlling banks.

The two Banks are community-oriented financial institutions offering a variety of financial services to meet the banking and financial needs of the communities we serve. PacTrust Bank is headquartered in Orange County, California, and PBOC formerly Beach Business Bank is headquartered in Los Angeles County, California. As of July 1, 2013, the Banks operated twenty-two banking offices and one call center branch in San Diego, Riverside, Orange, and Los Angeles Counties in California with the addition of three branch offices and one loan production office from the completion of the Private Bank of California acquisition on July 1, 2013, and 42 mortgage loan production offices in California, Arizona, Oregon, Washington and Montana.

The principal business of PacTrust Bank consists of attracting retail deposits from the general public and investing these funds primarily in loans secured by first mortgages on owner-occupied, one-to-four SFR residences, a variety of consumer loans, multi-family and commercial real estate and, to a limited extent, commercial business loans. PacTrust Bank offers a variety of deposit accounts for both individuals and businesses with varying rates and terms, which generally include savings accounts, money market deposits, certificate accounts and checking accounts. PacTrust Bank solicits deposits in PacTrust Bank’s market area and, to a lesser extent, from institutional depositors nationwide, and in the past has accepted brokered deposits. Mission Hills Mortgage Bankers (MHMB), a mortgage banking division of PacTrust Bank acquired through the Company’s August 2012 acquisition of Gateway Bancorp and its subsidiary, Gateway Business Bank (Gateway), operates 42 retail mortgage production offices and focuses on originating and selling mortgage loans.

The Private Bank of California formerly called Beach Business Bank is a community bank engaged in the general commercial banking business. PBOC offers a variety of deposit and loan products to individuals and small to mid-sized businesses. Beach’s business plan emphasizes providing highly specialized financial services in a personalized manner to individuals and businesses in its service area. Through a division called The Doctors Bank ^® , PBOC also serves physicians and dentists nationwide. In addition, PBOC specializes in providing SBA loans, as member of the SBA’s Preferred Lender Program. The completion of the acquisition of the PBOC now gives our franchise the ability to offer specialized private banking services to high net worth individuals, family owned businesses, entrepreneurs, law firms, the entertainment business and others who require a very high level of personalized banking services and customized solutions.

On May 31, 2013, PacTrust Bank entered into a definitive agreement with AmericanWest Bank, a Washington state chartered bank (AWB), pursuant to which the Bank has agreed to sell eight branches and related assets and deposit liabilities to AWB. The transaction will result in the transfer of deposits to AWB in exchange for a blended deposit premium of 2.3% applied to certain deposit balances transferred at closing. The deposits to be transferred totaled approximately $457.0 million as of June 30, 2013. Certain other assets related to the branches will be acquired as a part of the transaction including the sale of the real estate for three of the branch locations and certain overdraft and other credit facilities related to the deposit accounts. The transaction is expected to be closed by the month end October 2013.

The sale of these branches is a key part of the Bank’s ongoing effort to improve its overall efficiency and profitability and will reshape PacTrust Bank’s retail branch network to focus on servicing small – to mid – sized businesses and high net worth families throughout Los Angeles, Orange and San Diego Counties.

Growth Strategies

•

Expand our franchise through acquisitions or the establishment of denovo branches or banks in markets that offer regional continuity, such as the greater Southern California market and other western markets. The plan is to develop a scalable and meaningful platform for retail bank relationships, residential lending infrastructure and commercial banking development, to which the Company added 11 new loan production offices during the three months ended June 30, 2013. In addition, the Company closed the PBOC transaction on July 1, 2013.

•

Continue as a public company with a common stock that is quoted and traded on a national stock market. In addition to providing access to growth capital, we believe a “public currency” provides flexibility in structuring acquisitions and will allow us to attract and retain qualified management through equity-based compensation.

•

Expand our commercial business loan portfolio to diversify both our customer base and maturities of the loan portfolio and to benefit from the low cost deposits associated with individual accounts and the professional, general business, private banking and service industries that are common commercial borrowers. We successfully completed two acquisitions in 2012 and one acquisition in 2013 that includes a team of local commercial lending officers which has given us a greater network and far greater capacity to attract commercial and private banking relationships. The Company will seek to continue to develop its commercial lending loans through strategic “lift outs” of lending teams in various geographic markets that have particular business “niches” and “specialty”.

•

Diversify the residential lending platform through additional lending channels such as correspondent lending, warehouse lending and wholesale lending, which will result in expanding production sources and broadening our own product mix and geographic concentration. As a result of our 2012 Gateway acquisition, we acquired a well-established mortgage banking platform (Mission Hills Mortgage Banking or MHMB). The platform provided us with 22 loan production offices in California, Arizona, Oregon and Washington. The Company has opened 20 additional loan production offices subsequent to the acquisition.

•

Enhance the residential lending product mix and loan sale alternatives with Ginnie Mae approval to originate qualified loans that are subsequently sold as mortgage backed securities with a full government credit guaranty.

•

Increase our SBA production . SBA loans provide us an option to portfolio or to sell the guaranteed portion of loans in the secondary market. The 2012 acquisitions of Beach and Gateway provided us with a well-established SBA platform from which to grow. With centralized underwriting in Southern California and strong marketing personnel, we anticipate both interest income and non-interest income will continue to increase in the near term and become a stable source of recurring income.

•

Purchases of seasoned SFR mortgage loan pools . The Company completed three acquisitions of seasoned SFR mortgage loan pools during 2012 and acquired four pools during the six months ended June 30, 2013 at a discount to both the current property value of the collateral and the note balance. As of June, 2013, the total unpaid principal balance and carrying values of these seven pools was $412.2 million and $327.0 million, respectively. The Company intends to continue the purchase and strategic sale of such loans where management believes it can obtain an attractive risk adjusted return as part of our portfolio diversification strategy.

•

Continue to grow our commercial real estate lending by leveraging the backgrounds and contacts of our experienced lending officers to expand market share.

•

Develop an expertise and core competency in the integration of the Company’s community bank acquisition strategy to maximize utilization of banking expertise obtained in acquisitions from personnel. The Company also is investing in its infrastructure to have the ability to scale efficiently and effectively in line with our long-term goal of creating a complete community banking franchise.

The comparability of the Company’s operating results for the three and six months ended June 30, 2013 and 2012 is significantly impacted by the Company’s acquisitions of Beach and Gateway during the third quarter of 2012, the seasoned SFR mortgage loan pool purchases and sales in 2012 and 2013.

RESULTS OF OPERATIONS


	Three Months Ended
	June 30,						Increase (Decrease)
	2013			2012			Amount			Percentage
				($ in thousands)
Net interest income	$	21,625		$	8,431		$	13,194			156.5	%
Provision for loan and leases losses		(1,918	)		(279	)		(1,639	)		587.5	%
Noninterest income		26,072			639			25,433			3980.1	%
Noninterest expense		(39,594	)		(9,943	)		(29,651	)		298.2	%
Income tax (expense) benefit		(1,822	)		413			(2,235	)		-541.2	%

Net income (loss)		4,363			(739	)		5,102			690.4	%
Preferred stock dividends		—			(314	)		314			-100.0	%

Net income (loss) available to common shareholders	$	4,363		$	(1,053	)	$	5,416			514.3	%

Net income (loss) increased by $5.1 million to $4.4 million for the three months ended June 30, 2013, compared to $(739) thousand for the three months ended June 30, 2012. Preferred stock dividends were none and $314 thousand for the three months ended June 30, 2013 and 2012, respectively, and net income (loss) available to common shareholders was $4.4 million and $(1.1) million for the three months ended June 30, 2013 and 2012, respectively. For the three months ended June 30, 2013, there was no dividends payable on Preferred Stock based on revised quarterly Small Business Lending Fund filings submitted to the U.S. Treasury.


	Six Months Ended
	June 30,						Increase (Decrease)
	2013			2012			Amount			Percentage
				($ in thousands)
Net interest income	$	36,984		$	17,307		$	19,677			113.7	%
Provision for loan and leases losses		(4,086	)		(970	)		(3,116	)		321.2	%
Noninterest income		44,000			1,142			42,858			3752.9	%
Noninterest expense		(69,152	)		(18,161	)		(50,991	)		280.8	%
Income tax (expense) benefit		(2,454	)		320			(2,774	)		-866.9	%

Net income (loss)		5,292			(362	)		5,654			1561.9	%
Preferred stock dividends		(288	)		(714	)		426			-59.7	%

Net income (loss) available to common shareholders	$	5,004		$	(1,076	)	$	6,080			565.1	%

Net income (loss) increased by $5.7 million to $5.3 million for the six months ended June 30, 2013, compared to $(362) thousand for the six months ended June 30, 2012. Preferred stock dividends were $288 thousand and $714 thousand for the six months ended June 30, 2013 and 2012, respectively, and net income (loss) available to common shareholders was $5.0 million and $(1.1) million for the six months ended June 30, 2013 and 2012, respectively.

Net Interest Income

For the three months ended June 30, 2013, net interest income increased by $13.2 million, or 156.5 percent, to $21.6 million, compared to $8.4 million for the three months ended June 30, 2012. The increase in net interest income from 2012 to 2013 was primarily attributable to the increase in loan interest income from the loan growth, loans acquired in connection with the Beach and Gateway acquisitions and purchases of seasoned SFR mortgage loan pools, partially offset by the increase in interest expense from a larger balance sheet, a full quarter of interest expense associated with the long term debt issued in April and December 2012, and the mix and higher pricing of deposits. Net interest margin increased by 67 basis points to 3.93 percent for the three months ended June 30, 2013 from 3.26 percent for the three months ended June 30, 2012 as a result of higher yielding loans acquired in connection with the Beach and Gateway acquisitions and the purchases of seasoned SFR mortgage loans.

For the six months ended June 30, 2013, net interest income increased by $19.7 million, or 113.7 percent, to $37.0 million, compared to $17.3 million for the six months ended June 30, 2012. The increase in net interest income from 2012 to 2013 was primarily attributable to the increase in loan interest income from the loan growth, loans acquired in connection with the Beach and Gateway acquisitions and purchases of seasoned SFR mortgage loan pools, partially offset by the increase in interest expense from a larger balance sheet, a full quarter of interest expense associated with the long term debt issued in April and December 2012, and the mix and higher pricing of deposits. Net interest margin increased by 40 basis points to 3.84 percent for the six months ended June 30, 2013 from 3.44 percent for the six months ended June 30, 2012 as a result of higher yielding loans acquired in connection with the Beach and Gateway acquisitions and the purchases of seasoned SFR mortgage loans.

The following table shows the average balances of assets, liabilities and shareholders’ equity the amount of interest income and interest expense; the average yield or rate for each category of interest-earning assets and interest-bearing liabilities; and the net interest spread and the net interest margin for the three months ended June 30, 2013 and 2012:


	Three months ended June 30,
	2013								2012
	Average Balance			Interest		Average Rate/ Yield			Average Balance			Interest		Average Rate/ Yield
	($ in thousands)
INTEREST EARNING ASSETS
Gross loans ⁽¹⁾	$	1,843,645		$	26,153		5.69	%	$	840,948		$	9,604		4.59	%
Securities		102,880			369		1.44	%		107,488			694		2.60	%
Other interest-earning assets ⁽²⁾		258,049			219		0.34	%		92,758			80		0.35	%

Total interest-earning assets		2,204,574			26,741		4.87	%		1,041,194			10,378		4.01	%

Allowance for loan and lease losses		(16,546	)							(11,356	)
BOLI and non-interest earning assets ⁽³⁾		113,354								80,006

Total assets	$	2,301,382							$	1,109,844

INTEREST-BEARING LIABILITIES
Savings	$	567,313		$	536		0.38	%	$	50,205		$	11		0.09	%
NOW		265,974			551		0.83	%		9,594			12		0.50	%
Money market		371,989			1,140		1.23	%		210,994			190		0.36	%
Certificates of deposit		574,158			1,076		0.75	%		516,796			1,145		0.89	%
FHLB advances		45,165			58		0.52	%		35,000			92		1.06	%
Capital lease obligation		1,131			20		7.09	%		141			2		5.70	%
Long-term debt		83,293			1,735		8.35	%		24,031			495		8.28	%

Total interest-bearing liabilities		1,909,023			5,116		1.07	%		846,761			1,947		0.92	%

Noninterest-bearing deposits		158,730								70,188
Non-interest-bearing liabilities		29,756								8,131

Total liabilities		2,097,509								925,080
Total shareholders’ equity		203,873								184,764

Total liabilities and shareholders’ equity	$	2,301,382							$	1,109,844

Net interest income/spread				$	21,625		3.80	%				$	8,431		3.09	%

Net interest margin ⁽⁴⁾							3.93	%							3.26	%
Ratio of interest-earning assets to interest-bearing liabilities		115.48	%							122.96	%

(1)

Gross loans are net of deferred fees, related direct cost and discounts, but excluding the allowance for loan and lease losses. Non-accrual loans are included in the average balance. Loan fees of $286 thousand and $46 thousand and accretion of discount on purchased loans of $5.3 million and $255 thousand for three months ended June 30, 2013 and 2012, respectively, are included in the 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 $18.8 million in 2013 and $18.5 million in 2012

(4)

Annualized net interest income divided by average interest-earning assets

Analysis of changes in net interest income

The table below shows changes in interest income and interest expense and the amounts attributable to variations in interest rates and volumes for the periods indicated. The variances attributable to simultaneous volume and rate changes have been allocated to the change due to volume and the change due to rate categories in proportion to the relationship of the absolute dollar amount attributable solely to the change in volume and to the change in rate.


	Three months ended June 30, 2013
	Compared to June 30, 2012
	Total Change			Change Due To Volume			Change Due To Rate
	($ in thousands)
INTEREST-EARNING ASSETS
Loans receivable	$	16,549		$	13,789		$	2,760
Securities		(325	)		(29	)		(296	)
Other interest-earning assets		139			149			(10	)

Total interest-earning assets		16,363			13,909			2,454

INTEREST-BEARING LIABILITIES
Savings	$	525		$	398		$	127
NOW		539			526			13
Money market		950			230			720
Certificates of deposit		(69	)		569			(638	)
FHLB advances		(34	)		124			(158	)
Capital lease obligations		18			17			1
Long-term debts		1,240			1,236			4

Total interest-bearing liabilities		3,169			3,100			69

Net interest income	$	13,194		$	10,809		$	2,385

Interest income increased by $16.4 million, or 157.7 percent, to $26.7 million for the three months ended June 30, 2013, compared to $10.4 million for the three months ended June 30, 2012. The increase in interest income was primarily due to a $16.5 million increase in interest on loans receivable, partially offset by a $325 thousand decrease in interest on securities.

The increase in interest on loans receivable was due mainly to the seasoned SFR mortgage loan pool purchases of $374.9 million during the six months ended June 30, 2013 and other loan purchases of $66.7 million during the second half of 2012 along with loan growth associated with the Beach and Gateway acquisitions. The Company continues to evaluate potential purchases of seasoned SFR mortgage loans priced at an attractive discount.

Average gross loans receivable increased by $1.00 billion, or 119.2 percent, to $1.84 billion for the three months ended June 30, 2013, compared to $840.9 million for the three months ended June 30, 2012. Yield on average loans receivable also increased by 110 basis points to 5.69 percent for the three months ended June 30, 2013, compared to 4.59 percent for the three months ended June 30, 2012. The increase in yield on average gross loans was due mainly to the attractive yield associated with the seasoned SFR mortgage loan pools. The effective yield on the purchased portfolios of seasoned SFR mortgage loans was 9.03 percent and total interest income recorded from purchased loan pools was $9.0 million, which includes discount accretion of $5.0 million for the three months ended June 30, 2013.

The decrease in interest on securities was due mainly to a continuous reduction of the reinvestment rate from the current low interest rate environment.

Interest expense increased $3.2 million, or 162.8 percent, to $5.1 million for the three months ended June 30, 2013, compared to $1.9 million for the three months ended June 30, 2012. The increase in interest expenses was primarily due to increases in interest-bearing deposits and long-term debt interest expense. The Banks have introduced a premier deposit program that has a more aggressive pricing and slightly above market rates and has experienced modest success in the growth for this product.

Interest expense on interest-bearing deposits increased $1.9 million, or 143.2 percent, to $3.3 million for the three months ended June 30, 2013, compared to $1.4 million for the three months ended June 30, 2012, due mainly to an increase in deposits through the acquisitions of Beach and Gateway and management’s strategy to increase core deposits. As a result of the successful relationship core deposit campaign commenced by the Banks, core deposits, defined as a sum of noninterest-bearing demand deposits, interest-bearing demand deposits, money market accounts and savings, increased $923.4 million, or 139.1 percent, to $1.59 billion at June 30, 2013 from $663.6 million at December 31, 2012.

Average long-term debt increased by $59.3 million, or 246.6 percent, to $83.3 million for the three months ended June 30, 2013, compared to $24.0 million for the three months ended June 30, 2012, due mainly to an additional long term debt raised for aggregate principal amounts of $51.8 million during the three months ended December 31, 2012.


	Six months ended June 30,
	2013								2012
	Average Balance			Interest		Average Rate/ Yield			Average Balance			Interest		Average Rate/ Yield
	($ in thousands)
INTEREST EARNING ASSETS
Gross loans ⁽¹⁾	$	1,630,552		$	44,690		5.53	%	$	829,999		$	19,132		4.64	%
Securities		109,955			867		1.59	%		105,668			1,431		2.72	%
Other interest-earning assets ⁽²⁾		204,022			352		0.35	%		77,128			140		0.37	%

Total interest-earning assets		1,944,529			45,909		4.76	%		1,012,795			20,703		4.11	%

Allowance for loan and lease losses		(15,898	)							(11,879	)
BOLI and non-interest earning assets ⁽³⁾		99,059								77,908

Total assets	$	2,027,690							$	1,078,824

INTEREST-BEARING LIABILITIES
Savings	$	401,258		$	861		0.43	%	$	49,205		$	22		0.09	%
NOW		195,158			718		0.74	%		9,235			37		0.81	%
Money market		334,061			1,496		0.90	%		208,197			414		0.40	%
Certificates of deposit		593,096			2,227		0.76	%		504,779			2,234		0.89	%
FHLB advances		50,044			121		0.49	%		36,401			192		1.06	%
Capital lease obligation		1,003			32		6.43	%		71			2		5.66	%
Long-term debt		84,072			3,470		8.32	%		12,016			495		8.28	%

Total interest-bearing liabilities		1,658,692			8,925		1.09	%		819,904			3,396		0.83	%

Noninterest-bearing deposits		150,684								66,355
Non-interest-bearing liabilities		20,393								7,422

Total liabilities		1,829,769								893,681
Total shareholders’ equity		197,921								185,143

Total liabilities and shareholders’ equity	$	2,027,690							$	1,078,824

Net interest income/spread				$	36,984		3.67	%				$	17,307		3.28	%

Net interest margin ⁽⁴⁾							3.84	%							3.44	%
Ratio of interest-earning assets to interest-bearing liabilities		117.23	%							123.53	%

(1)

Gross loans are net of deferred fees and related direct cost, but excluding the allowance for loan and lease losses. Non-accrual loans are included in the average balance. Loan fees of $510 thousand and $110 thousand and accretion of discount on purchased loans of $8.0 million and $432 thousand for three months ended June 30, 2013 and 2012, respectively, are included in the 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 $18.7 million in 2013 and $18.5 million in 2012

(4)

Annualized net interest income divided by average interest-earning assets

Analysis of changes in net interest income


	Six months ended June 30, 2013
	Compared to June 30, 2012
	Total Change			Change Due To Volume		Change Due To Rate
	($ in thousands)
INTEREST-EARNING ASSETS
Loans receivable	$	25,558		$	21,309	$	4,249
Securities		(564	)		163		(727	)
Other interest-earning assets		212			232		(20	)

Total interest-earning assets		25,206			21,704		3,502

INTEREST-BEARING LIABILITIES
Savings	$	839		$	548	$	291
NOW		681			690		(9	)
Money market		1,082			351		731
Certificates of deposit		(7	)		720		(727	)
FHLB advances		(71	)		142		(213	)
Capital lease obligations		30			30		—
Long-term debts		2,975			2,972		3

Total interest-bearing liabilities		5,529			5,453		76

Net interest income	$	19,677		$	16,251	$	3,426

Interest income increased by $25.2 million, or 121.8 percent, to $45.9 million for the six months ended June 30, 2013, compared to $20.7 million for the six months ended June 30, 2012. The increase in interest income was primarily due to a $25.6 million increase in interest on loans receivable, partially offset by a $564 thousand decrease in interest on securities.

Average gross loans receivable increased by $800.6 million, or 96.5 percent, to $1.63 billion for the six months ended June 30, 2013, compared to $830.0 million for the six months ended June 30, 2012. Yield on average loans receivable also increased by 89 basis points to 5.53 percent for the six months ended June 30, 2013, compared to 4.64 percent for the six months ended June 30, 2012. The increase in yield on average gross loans was due mainly to the attractive yield associated with the seasoned SFR mortgage loan pools. The effective yield on the purchased portfolios of seasoned SFR mortgage loans was 9.28 percent and total interest income recorded from purchased loan pools was $12.0 million, which includes discount accretion of $7.7 million, for the six months ended June 30, 2013.

The decrease in interest on securities was due mainly to a continuous reduction of the reinvestment rate from the current low interest rate environment.

Interest expense increased $5.5 million, or 162.8 percent, to $8.9 million for the six months ended June 30, 2013, compared to $3.4 million for the six months ended June 30, 2012. The increase in interest expenses was primarily due to increases in interest-bearing deposits and long-term debt interest expense.

Interest expense on interest-bearing deposits increased $2.6 million, or 95.9 percent, to $5.3 million for the six months ended June 30, 2013, compared to $2.7 million for the six months ended June 30, 2012, due mainly to an increase in deposits through the acquisitions of Beach and Gateway and management’s strategy to increase core deposits during 2013.

Average long-term debt increased by $72.1 million, or 599.7 percent, to $84.1 million for the six months ended June 30, 2013, compared to $12.0 million for the six months ended June 30, 2012, due mainly to an additional long term debt raised for aggregate principal amounts $51.8 million during the three months ended December 31, 2012.

Provision for Loan and Lease Losses

The Company maintains an allowance for loan and lease losses to absorb probable expected losses presently inherent in the loan and lease portfolio. The allowance is based on ongoing assessments of the estimated probable losses presently inherent in the loan and lease portfolio. In evaluating the level of the allowance for loan and lease losses, management considers the types of loans and leases and the amount of loans and leases in the loan portfolio, peer group information, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. The Company currently takes into account many factors, including the Company’s own historical and peer loss trends, loan and lease-level credit quality ratings, loan and lease specific attributes along with a review of various credit metrics and trends. In addition, the Company uses adjustments for numerous factors including those found in the Interagency Guidance on Allowance for Loan and Lease Losses, which include current economic conditions, loan and lease seasoning, underwriting experience, and collateral value changes among others. The Company evaluates all impaired loans and leases individually, primarily through the evaluation of cash flows or collateral values. Management uses available information to recognize loan and lease losses, however, future loan and lease loss provisions may be necessary based on changes in the above mentioned factors. In addition, regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan and lease losses and may require the Banks to recognize additional provisions based on their judgment of information available to them at the time of their examination. The allowance for loan and lease losses as of June 30, 2013 was maintained at a level that represented management’s best estimate of incurred losses in the loan and lease portfolio to the extent they were both probable and reasonably estimable as of the balance sheet date. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change. During the six months ended June 30, 2013, the Company acquired four pools of loans which were partially ASC 310-30 loans. During the six months ended June 30, 2013, there was no provision for loan and lease losses or allowance for loan and lease losses related to these pools as these loans were acquired at 25.9 percent discount to the aggregated unpaid principal balances and there were no impairment on these pools. The Company may recognize provision for loan and lease losses in the future should there be further deterioration in these loans after the purchase date should the impairment exceed the non-accretable yield.

Provisions for loan and lease losses are charged to operations at a level required to reflect probable incurred credit losses in the loan and lease portfolio. In this regard, a majority of the Company’s loans and leases are to individuals and businesses in Southern California. During the three and six months ended June 30, 2013 and 2012, the Company provided $1.9 million and $279 thousand, respectively, and $4.1 million and $970 thousand, respectively, to its provision for loan and lease losses. The increase in 2013 related primarily to general reserve allocations on new loan and lease originations and impairments on seasoned SFR mortgage loan pools and PCI loans related to the Beach and Gateway acquisitions. On a quarterly basis, the Company reforecasts its expected cash flows for the PCI loans relating to the Beach Business Bank and Gateway Business Bank acquisitions and the three loan pools acquired in 2012 to be evaluated for potential impairment, and will do the same in future periods with respect to the four loan pools acquired during the six months ended June 30, 2013. We made a provision for loan losses on PCI loans totaling $559 thousand and $998 thousand for the three and six months ended June 30, 2013, respectively, and there was no impairment on PCI loans in 2012. The provision for losses on these loans is the result of changes in expected cash flows, both amount and timing, due to loan payments and the Company’s revised loss forecasts. The revisions of the loss forecasts were based on the results of management’s review of the credit quality of the outstanding loans/loan pools and the analysis of the loan performance data since the acquisition of these loans. The Company will continue updating cash flow projections on PCI loans on a quarterly basis. Due to the uncertainty in the future performance of the PCI loans, additional impairments may be recognized in the future.

Noninterest Income.

The following table sets forth the breakdown of non-interest income for the three months ended June 30, 2013 and 2012:


	Three Months Ended
	June 30,					Increase (Decrease)
	2013		2012			Amount			Percentage
	($ in thousands)
Customer service fees	$	509	$	378		$	131			34.7	%
Loans servicing income		458		—			458			NM
Income from bank owned life insurance		50		60			(10	)		-16.7	%
Net gain (loss) on sale of securities available for sale		1		(32	)		33			103.1	%
Net gain on sale of loans		3,724		145			3,579			2468.3	%
Net gain on mortgage banking activities		20,261		—			20,261			NM
Other income		1,069		88			981			1114.8	%

Total noninterest income	$	26,072	$	639		$	25,433			3980.1	%

Noninterest income increased $25.4 million to $26.1 million for the three months ended June 30, 2013 compared to $639 thousand for the three months ended June 30, 2012, primarily due to $20.3 million of mortgage banking related income when compared to none for the three months ended June 30, 2012 and a $3.6 million increase in net gain on sale of loans.

Customer service fees, which consist of deposit product related service charges, increased by $131 thousand, or 34.7 percent, to $509 thousand for the three months ended June 30, 2013, compared to $378 thousand for the three months ended June 30, 2012 due mainly to increases in transaction deposit accounts.

Net gain on sale of loans increased $3.6 million due primarily to net gain of $3.4 million recognized from a sale of seasoned SFR mortgage pools with total outstanding unpaid principal balance of $162.2 million and a carrying value of $100.6 million, plus accrued interest, during the three months ended June 30, 2013.

The Company reported $20.3 million in net gain on mortgage banking activities related to the MHMB division of PacTrust Bank. MHMB originates single family residential mortgage loans and sells these loans in the secondary market. The amount of net gain on mortgage banking activities is a function of mortgage loans originated for sale and the fair value of these loans. Net gain on mortgage banking activities includes mark to market pricing adjustments on loan commitments and forward sales contracts, initial capitalized value of mortgage servicing rights (MSRs) and loan origination fees.

For the three months ended June 30, 2013, MHMB originated $534.8 million in loans and sold $397.4 million of loans in the secondary market. The net gain and margin on these sales were $13.2 million and 3.3 percent, respectively, and loan origination fees were $3.2 million for the three months ended June 30, 2013. In addition, we also had changes in amounts related to derivatives and the fair value of the mortgage loans held for sale. Changes in amounts related to loan commitments and forward sales commitments amount to a net gain of $9.6 million for the three months ended June 30, 2013. The net change in the fair value of the loans held for sale was a net loss of $3.7 million for the three months ended June 30, 2013. The initial capitalized value of our MSRs totaled $1.8 million on $177.3 million of loans sold servicing retained to Fannie Mae and Freddie Mac for the three months ended June 30, 2013. Other costs associated with loan originations and sales, net of other adjustments, were $3.8 million for the three months ended June 30, 2013.

The following table sets forth the breakdown of non-interest income for the six months ended June 30, 2013 and 2012:


	Six Months Ended
	June 30,					Increase (Decrease)
	2013		2012			Amount			Percentage
	($ in thousands)
Customer service fees	$	1,055	$	739		$	316			42.8	%
Loans servicing income		646		—			646			NM
Income from bank owned life insurance		88		129			(41	)		-31.8	%
Net gain (loss) on sale of securities available for sale		309		(71	)		380			535.2	%
Net gain on sale of loans		4,036		145			3,891			2683.4	%
Net gain on mortgage banking activities		36,631		—			36,631			NM
Other income		1,235		200			1,035			517.5	%

Total noninterest income	$	44,000	$	1,142		$	42,858			3752.9	%

Noninterest income increased $42.9 million to $44.0 million for the six months ended June 30, 2013 compared to $1.1 million for the six months ended June 30, 2012, primarily due to a $36.6 million of mortgage banking related income when compared to none for the six months ended June 30, 2012 and a $3.9 million increase in net gain on sale of loans.

Customer service fees, which consist of deposit product related service charges, increased by $316 thousand, or 42.8 percent, to $1.1 million for the six months ended June 30, 2013, compared to $739 thousand for the six months ended June 30, 2012 due mainly to increases in transaction deposit accounts.

Net gain on sale of securities available for sale increased as a result of the Company’s decision to sell $8.2 million of securities during the six months ended June 30, 2013.

Net gain on sale of loans increased $3.9 million due primarily to net gain of $3.4 million recognized from a sale of seasoned SFR mortgage pools with total outstanding unpaid principal balance of $162.2 million and a carrying value of $100.6 million, plus accrued interest, during the six months ended June 30, 2013.

The Company reported $36.6 million in net gain on mortgage banking activities related to the MHMB division of PacTrust Bank. MHMB originates single family residential mortgage loans and sells these loans in the secondary market. The amount of net gain on mortgage banking activities is a function of mortgage loans originated for sale and the fair value of these loans. Net gain on mortgage banking activities includes mark to market pricing adjustments on loan commitments and forward sales contracts, initial capitalized value of mortgage servicing rights (MSRs) and loan origination fees.

For the six months ended June 30, 2013, the MHMB mortgage operations unit has originated $867.6 million loans and has sold $729.0 million of loans in the secondary market. The net gain and margin on these sales were $23.4 million and 3.2 percent, respectively, and loan origination fees were $5.0 million for the six months ended June 30, 2013. In addition, we also had changes in amounts related to derivatives and the fair value of the mortgage loans held for sale. Changes in amounts related to loan commitments and forward sales commitments amounted to a net gain of $11.6 million for the six months ended June 30, 2013. The net change in the fair value of the loans held for sale was a net loss of $3.3 million for the six months ended June 30, 2013. The initial capitalized value of our MSRs, which totaled $2.6 million on $257.0 million of loans sold to Fannie Mae and Freddie Mac for the six months ended June 30, 2013. Other costs associated with loan originations and sales, net of other adjustments, were $2.7 million for the six months ended June 30, 2013.

Noninterest Expense.

The following table sets forth the breakdown of non-interest expense for the three months ended June 30, 2013 and 2012:


	Three Months Ended
	June 30,						Increase (Decrease)
	2013			2012			Amount			Percentage
	($ in thousands)
Salaries and employee benefits, excluding commissions	$	18,971		$	5,177		$	13,794			266.4	%
Commissions		6,340			—			6,340			NM

Total Salaries and employee benefits		25,311			5,177			20,134			388.9	%
Occupancy and equipment		3,630			1,321			2,309			174.8	%
Professional fees		2,947			987			1,960			198.6	%
Data processing		1,365			502			863			171.9	%
Advertising		890			214			676			315.9	%
Regulatory assessments		211			362			(151	)		-41.7	%
Loan servicing and foreclosure expense		148			367			(219	)		-59.7	%
Operating loss on equity investment		131			77			54			70.1	%
Valuation allowance for OREO		—			155			(155	)		-100.0	%
Net (gain) loss on sales of OREO		(37	)		(192	)		155			-80.7	%
Provision for loan repurchases		732			—			732			NM
Amortization of intangible assets		367			—			367			NM
Other expense		3,899			973			2,926			300.7	%

Total noninterest expense	$	39,594		$	9,943		$	29,651			298.2	%

Noninterest expense increased by $29.7 million, or 298.2 percent, to $39.6 million for the three months ended June 30, 2013 compared to $9.9 million for the three months ended June 30, 2012. This increase was primarily the result of a $20.1 million increase in salaries and employee benefits including $6.3 million of commissions paid for mortgage banking activities, a $2.9 million increase in other expenses, a $2.3 million increase in occupancy and equipment expense, a $2.0 million increase in professional fees, a $863 thousand increase in data processing, a $732 thousand increase in provision for loan repurchases and a $676 thousand increase in advertising. The increase in expense relates predominately to the acquisitions of Beach and Gateway. The mortgage banking strategy and growth has had an impact on the growth of overall noninterest expense as well.

Salaries and employee benefits represented 63.9 percent and 52.1 percent of total noninterest expense for the three months ended June 30, 2013 and June 30, 2012, respectively. Total salaries and employee benefits increased $20.1 million, or 388.9 percent, to $25.3 million for the three months ended June 30, 2013 from $5.2 million for the three months ended June 30, 2012, due to additional compensation expense related to an increase in full-time equivalent employees resulting from the Beach and Gateway acquisitions and business expansion from the MHMB. Commission expense, which is a variable expense, primarily related to single family mortgage originations, approximated $6.3 million for the three months ended June 30, 2013. Total originations for the three months ended June 30, 2013 were $534.8 million.

Occupancy and equipment expense increased $2.3 million, or 174.8 percent, to $3.6 million for the three months ended June 30, 2013 from $1.3 million for the three months ended June 30, 2012, primarily due to the increased building and equipment maintenance related to the relocation and expansion of the Company’s headquarters to Irvine, new branch locations from the Beach and Gateway acquisitions last year, and 11 new loan production offices for MHMB opened for the three months ended June 30, 2013.

Total professional fees increased $2.0 million, or 198.6 percent, to $2.9 million for the three months ended June 30, 2013 from $987 thousand for the three months ended June 30, 2012, due to increased accounting, consulting and legal fees related to the PBOC acquisition and other professional fees related to the integration of the Banks current systems.

Data processing expense increased $863 thousand or 171.9 percent, due mainly to a higher volume transactions and number of accounts from the increased loans and deposits. The Banks opened a large number of accounts through the successful deposit campaign.

Provision for loan repurchases on loans sold of $732 thousand represents the expected losses on the $534.8 million of loans originated during the three months ended June 30, 2013, as well as adjustments due to our changes in estimates of expected losses from probable repurchase obligations related to loans sold in prior periods.

Other expenses increased $2.9 million, or 300.7 percent, to $3.9 million for the three months ended June 30, 2013 from $973 thousand for the three months ended June 30, 2012, due to the mortgage banking operations and filing and printing fees of the Company’s SEC documents.

The following table sets forth the breakdown of non-interest expense for the six months ended June 30, 2013 and 2012:


	Six Months Ended
	June 30,						Increase (Decrease)
	2013			2012			Amount			Percentage
	($ in thousands)
Salaries and employee benefits, excluding commissions	$	34,278		$	10,044		$	24,234			241.3	%
Commissions		10,113			—			10,113			NM

Total Salaries and employee benefits		44,391			10,044			34,347			342.0	%
Occupancy and equipment		6,823			2,320			4,503			194.1	%
Professional fees		5,244			1,530			3,714			242.7	%
Data processing		2,275			909			1,366			150.3	%
Advertising		1,412			453			959			211.7	%
Regulatory assessments		592			680			(88	)		-12.9	%
Loan servicing and foreclosure expense		352			705			(353	)		-50.1	%
Operating loss on equity investment		290			153			137			89.5	%
Valuation allowance for OREO		79			169			(90	)		-53.3	%
Net (gain) loss on sales of OREO		(151	)		(508	)		357			-70.3	%
Provision for loan repurchases		988			—			988			NM
Amortization of intangible assets		734			—			734			NM
Other expense		6,123			1,706			4,417			258.9	%

Total noninterest expense	$	69,152		$	18,161		$	50,991			280.8	%

Noninterest expense increased by $51.0 million, or 280.8 percent, to $69.2 million for the six months ended June 30, 2013 compared to $18.2 million for the six months ended June 30, 2012. This increase was primarily the result of a $34.3 million increase in salaries and employee benefits including $10.1 million of commissions paid for mortgage banking activities, a $4.5 million increase in occupancy and equipment expense, a $4.4 million increase in other expense, a $3.7 million increase in professional fees, a $1.4 million increase in data processing, a $988 thousand increase in provision for loan repurchases and a $959 thousand increase in advertising. The increase in expense relates predominately to the acquisitions of Beach and Gateway. The mortgage banking strategy and growth has had an impact on the growth of overall noninterest expense as well.

Salaries and employee benefits represented 64.2 percent and 55.3 percent of total noninterest expense for the six months ended June 30, 2013 and June 30, 2012, respectively. Total salaries and employee benefits increased $34.3 million, or 342.0 percent, to $44.4 million for the six months ended June 30, 2013 from $10.0 million for the six months ended June 30, 2012, due to additional compensation expense related to an increase in full-time equivalent employees resulting from the Beach and Gateway acquisitions. The additional staff and the growth related to the mortgage banking operations has contributed to a significant impact on the increase as well. Commission expense, which is a variable expense, primarily related to single family mortgage originations, approximated $10.1 million for the six months ended June 30, 2013. Total originations for the six months ended June 30, 2013 were $867.6 million.

Occupancy and equipment expense increased $4.5 million, or 194.1 percent, to $6.8 million for the six months ended June 30, 2013 from $2.3 million for the six months ended June 30, 2012, primarily due to the increased building and equipment maintenance related to the relocation and expansion of the Company’s headquarters to Irvine, new branch locations from the Beach and Gateway acquisitions last year, and 18 new loan production offices for MHMB opened during the six months ended June 30, 2013.

Total professional fees increased $3.7 million, or 242.7 percent, to $5.2 million for the six months ended June 30, 2013 from $1.5 million for the six months ended June 30, 2012, due to increased accounting, consulting and legal fees related to the PBOC acquisition.

Data processing expense increased $1.4 million or 150.3 percent due mainly to a higher volume transactions and number of accounts from the increased loans and deposits. The Banks opened a large number of accounts through the deposit campaign.

Provision for loan repurchases on loans sold of $988 thousand represents the expected losses on the $867.6 million of loans originated during the six months ended June 30, 2013, as well as adjustments due to our changes in estimates of expected losses from probable repurchase obligations related to loans sold in prior periods.

Other expenses increased $4.4 million, or 258.9 percent, to $6.1 million for the six months ended June 30, 2013 from $1.7 million for the six months ended June 30, 2012, due to the mortgage banking operations and filing and printing of the Company’s SEC documents.

Income Tax Expense

For three months ended June 30, 2013 and 2012, income tax expense (benefit) was $1.8 million and $(413) thousand, respectively, and effective tax rate was 29.5 percent and 35.9 percent, respectively. For six months ended June 30, 2013 and 2012, income tax expense (benefit) was $2.5 million and $(320) thousand, respectively, and effective tax rate was 31.7 percent and 46.9 percent, respectively. The Company’s effective tax decreased due to increases in reduction of the valuation allowances and other permanent benefits.

The Company adopted the provisions of ASC 740-10-25 (formally FIN 48), which relates to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements on January 1, 2007. ASC 740-10-25 prescribes a threshold and a measurement process for recognizing in the financial statements a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of June 30, 2013 and December 31, 2012, the Company had no unrecognized tax benefits. In the event we are assessed interest and/or penalties by federal or state tax authorities, such amounts will be classified in the financial statements as income tax expense. At June 30, 2013 and December 31, 2012, the Company had no accrued interest or penalties. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state jurisdictions. The Company is no longer subject to examination by U.S. Federal taxing authorities for years before 2009 (except for Gateway Bancorp’s pre-acquisition federal tax return which is currently under examination by the Internal Revenue Service for the 2008 and 2009 tax years). The statute of limitations for the assessment of California Franchise taxes has expired for tax years before 2008 (other state income and franchise tax statutes of limitations vary by state).

Assessment of Deferred Tax Asset Valuation Allowances

•

the sustainability of recent operating profitability of the Company’s subsidiaries in various tax jurisdictions;

•

the predictability of future operating profitability of the character necessary to realize the deferred tax assets;

•

the nature, frequency, and severity of cumulative financial reporting losses in recent years;

•

the recognition of the gains and losses on business dispositions;

•

prudent and feasible tax planning strategies that would be implemented, if necessary, to protect against the loss of the deferred tax assets; and

•

the effect of reversing taxable temporary differences.

However, the Company has reported financial taxable income over the first half of 2013 and is currently projecting financial taxable income for the full year 2013. Additionally, the Company has emerged from a three-year cumulative loss position in the second quarter of 2013. These factors, if sustained, would represent significant positive evidence. Therefore, if these factors were to be met, and based on the characteristics of the deferred tax assets, additional valuation allowance could be released in large part during the second half of 2013, which would materially and favorably affect net income and other comprehensive income in the period. At June 30, 2013 and December 31, 2012 the valuation allowance for the Company was $8.0 million and $8.4 million, respectively.

FINANCIAL CONDITION

Total assets increased by $852.4 million, or 50.7 percent, to $2.54 billion at June 30, 2013, compared to $1.68 billion at December 31, 2012. The increase in total assets was due primarily to a $363.3 million increase in net loans and leases receivable and a $353.7 million increase in cash and cash equivalents.

Investment Securities

The primary goal of our investment securities portfolio is to provide a relatively stable source of income while maintaining an appropriate level of liquidity. Investment securities provide a source of liquidity by being pledged as collateral for repurchase agreements and for certain public funds deposits. Investment securities classified as available-for-sale are carried at their estimated fair values with the corresponding changes in fair values recorded in accumulated other comprehensive income, as a component of shareholders’ equity. All investment securities have been classified as available-for-sale securities as of June 30, 2013 and December 31, 2012.

Total investment securities available-for-sale decreased by $14.7 million, or 12.1 percent, to $106.8 million at June 30, 2013, compared to $121.4 million at December 31, 2012, due mainly to $45.4 million of principal payments, $8.2 million of sales, and $8.8 million of calls and pay-offs, partially offset by $48.6 million purchases. Investment securities had a net unrealized gain of $146 thousand at June 30, 2013, compared to a net unrealized gain of $736 thousand at December 31, 2012.


	June 30, 2013							December 31, 2012
	Amortized Cost		Fair Value		Net Unrealized Gain (Loss)			Amortized Cost		Fair Value		Net Unrealized Gain (Loss)
	(In thousands)
Available-for-sale
U.S. government-sponsored entities and agency securities	$	1,000	$	1,000	$	—		$	2,706	$	2,710	$	4
State and Municipal securities		—		—		—			9,660		9,944		284
Private label residential mortgage-backed securities		29,563		29,764		201			41,499		41,846		347
Agency mortgage-backed securities		76,042		75,987		(55	)		66,818		66,919		101

Total securities available for sale	$	106,605	$	106,751	$	146		$	120,683	$	121,419	$	736

Loans and Leases Receivable

The following table shows the loan composition by type, excluding loans held for sale, as of the dates indicated.


	June 30			December 31			Increase (Decrese)
	2013			2012			Amount			Percentage
	($ in thousands)
Commercial
Commercial and industrial	$	92,705		$	80,393		$	12,312			15.3	%
Real estate mortgage		327,097			339,888			(12,791	)		-3.8	%
Multi-family		120,864			113,674			7,190			6.3	%
SBA		33,600			36,120			(2,520	)		-7.0	%
Construction		5,980			6,648			(668	)		-10.0	%
Lease financing		18,615			11,203			7,412			66.2	%
Consumer:
Real estate 1-4 family first mortgage		823,735			438,833			384,902			87.7	%
Green Loan—First Liens		169,439			198,351			(28,912	)		-14.6	%
Green Loan—Second Liens		6,528			7,653			(1,125	)		-14.7	%
HELOC’s, home equity loans, and other consumer installment credit		13,644			13,796			(152	)		-1.1	%

Total	$	1,612,207		$	1,246,559		$	365,648			29.3	%

Net deferred loan costs	$	828		$	447		$	381			85.2	%
Unamortized purchase premium		1,311			1,465			(154	)		-10.5	%
Allowance for loan losses		(16,979	)		(14,448	)		(2,531	)		17.5	%

Loans and leases receivable, net	$	1,597,367		$	1,234,023		$	363,344			29.4	%

Seasoned SFR Mortgage Loan Acquisition

During the six months ended June 30, 2013, the Company completed four seasoned SFR mortgage loan pool acquisitions with unpaid principal balances and fair values of $497.2 million and $368.6 million (excluding accrued interest paid and acquisition costs at settlement) at their respective acquisition dates. These loan pools generally consist of re-performing residential mortgage loans whose characteristics and payment history were consistent with borrowers that demonstrated a willingness and ability to remain in the residence pursuant to the current terms of the mortgage loan agreement. The Company was able to acquire these loans at a significant discount to both current property value at acquisition and note balance.

The Company determined that certain loans in these seasoned SFR mortgage loan acquisitions reflect credit quality deterioration since origination and it was probable, at acquisition, that all contractually required payments would not be collected (PCI Loans). The unpaid principal balances and fair values of PCI loans at the respective dates of acquisition were $234.6 million and $128.3 million, respectively. At June 30, 2013, the unpaid principal balance and carrying value of these loans were $89.9 million and $56.9 million, respectively.

For each acquisition the Company was able to utilize its background in mortgage credit analysis to re-underwrite the borrower’s credit to arrive at what it believes to be an attractive risk adjusted return for a highly collateralized investment in performing mortgage loans. The acquisition program implemented and executed by the Company involved a multifaceted due diligence process that included compliance reviews, title analyses, review of modification agreements, updated property valuation assessments, collateral inventory and other undertakings related to the scope of due diligence. In aggregate, the purchase price of the loans was less than 83.5 percent of current property value at the time of acquisition based on a third party broker price opinion, and less than 74.5 percent of note balance at the time of acquisition. At the time of acquisition, approximately 72.5 percent of the mortgage loans by current principal balance (excluding any forbearance amounts) had the original terms modified at some point since origination by a prior owner or servicer. The mortgage loans had a current weighted average interest rate of 5.375 percent, determined by current principal balance. The weighted average credit score of the borrowers comprising the mortgage loans at or near the time of acquisition determined by current principal balance and excluding those with no credit score on file was 615. The average property value determined by a broker price opinion obtained by third party licensed real estate professionals at or around the time of acquisition was $192 thousand. Approximately 80 percent of the borrowers by current principal balance had made at least 12 monthly payments in the 12 months preceding the trade date (or, in some cases calculated as making 11 monthly payments in the 11 months preceding the trade date), and 88.5 percent had made six monthly payments in the six months preceding the trade date. The mortgage loans are secured by residences located in all 50 states and Washington DC, with California being the largest state concentration representing 27.74 percent of the note balance, and with no other state concentration exceeding 10.0 percent based upon the current note balance.

During the course of 2012, the Company completed three seasoned SFR loan acquisitions with unpaid principal balances and fair values of $114.8 million and $66.7 million at the respective acquisition dates. These loan pools generally consist of re-performing residential mortgage loans whose characteristics and payment history were consistent with borrowers that demonstrated a willingness and ability to remain in the residence pursuant to the current terms of the mortgage loan agreement. In aggregate, the purchase price of the loans was less than 70 percent of current property value at the time of acquisition based on a third party broker price opinion, and less than 60 percent of note balance at the time of acquisition. The mortgage loans had a current weighted average interest rate of 4.13 percent, determined by current unpaid principal balance. The weighted average credit score of the borrowers comprising the mortgage loans at or near the time of acquisition determined by current principal balance and excluding those with no credit score on file was 632. The average property value determined by a broker price opinion obtained by third party licensed real estate professionals at or around the time of acquisition was $252 thousand. As of June 30, 2013, the unpaid principal balance and carrying value of these loans were $93.1 million and $57.1 million, respectively.

At June 30, 2013 and December 31, 2012, approximately 8.80 percent and 6.00 percent of unpaid principal balance of these loans were delinquent 60 or more days and 0.44 percent and 0.23 percent respectively were in bankruptcy or foreclosure.

During the six months ended June 30, 2013, delinquencies on seasoned SFR loan pools increased due to additional acquisitions as well as a transfer of servicing. During the three months ended June 30, 2013, the PacTrust Bank transferred servicing on its entire loan pools to a new servicer. This transfer lead to a temporary increase in the delinquencies on its pools as there are customer contact interruptions during the first few months following a transfer.

The outstanding balance and carrying amount of PCI loans and leases at June 30, 2013 and December 31, 2012 is as follows.


	June 30, 2013				December 31, 2012
	Outstanding		Carrying		Outstanding		Carrying
	Balance		Amount		Balance		Amount
	($in thousand)
Commercial
Commercial and industrial	$	2,715	$	1,938	$	11,350	$	6,808
Real estate mortgage		24,155		15,835		22,698		21,837
Multi-family		1,195		838		1,208		845
SBA		20,672		5,117		7,967		5,608
Consumer:
Real estate 1-4 family first mortgage		206,026		114,175		108,428		65,066
HELOC’s, home equity loans, and other consumer installment credit		110		55		110		56

Outstanding balance	$	254,873	$	137,958	$	151,761	$	100,220

Accretable yield, or income expected to be collected, is as follows:


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	($ in thousand)
Balance at beginning of period	$	123,952		$	6,270		$	32,207		$	—
New loans or leases purchased		2,465			593			95,618			7,040
Accretion of income		(4,842	)		(255	)		(7,511	)		(432	)
Reclassifications from nonaccretable difference		(6,618	)		—			(5,188	)		—
Disposals		(16,718	)		—			(16,887	)		—

Balance at end of period	$	98,239		$	6,608		$	98,239		$	6,608

Seasoned SFR Mortgage Loan Acquisition Due Diligence

The acquisition program implemented and executed by the Company involved a multifaceted due diligence process that included compliance reviews, title analyses, review of modification agreements, updated property valuation assessments, collateral inventory and other undertakings related to the scope of due diligence. Prior to acquiring mortgage loans, the Company, its affiliates, sub-advisors or due diligence partners typically will review the loan portfolio and conduct certain due diligence on a loan by loan basis according to its proprietary diligence plan. This due diligence encompasses analyzing the title, subordinate liens and judgments as well as a comprehensive reconciliation of current property value. The Company, its affiliates, and its sub-advisors prepare a customized version of its diligence plan for each mortgage loan pool being reviewed that is designed to address certain identified pool specific risks. The diligence plan generally reviews several factors, including but not limited to, obtaining and reconciling property value, confirming chain of titles, reviewing assignments, confirming lien position, confirming regulatory compliance, updating borrower credit, certifying collateral, and reviewing servicing notes. In certain transactions, a portion of the diligence may be provided by the seller. In those instances, the Company reviews the mortgage loan portfolio to confirm the accuracy of the provided diligence information and supplements as appropriate.

As part of the confirmation of property values in the diligence process, the Company conducts independent due diligence on the individual properties and borrowers prior to the acquisition of the mortgage loans. In addition, market conditions, regional mortgage loan information and local trends in home values, coupled with market knowledge, are used by the Company in calculating the appropriate additional risk discount to compensate for potential property declines, foreclosures, defaults or other risks associated with the mortgage loan portfolio to be acquired. Typically, the Company may enter into one or more agreements with affiliates or third parties to perform certain of these due diligence tasks with respect to acquiring potential mortgage loans.

Non-Traditional Mortgage Portfolio

The Company’s non-traditional mortgage portfolio is comprised of three interest only products: the Green Account Loans (Green Loans), the hybrid interest only fixed or adjustable rate mortgage (Interest Only) and a small number of loans with the potential for negative amortization. As of June 30, 2013 and December 31, 2012, the non-traditional mortgages totaled $411.4 million or 25.5 percent of the total gross loan portfolio and $368.2 million or 29.5 percent of the total gross loan portfolio, respectively, which is an increase of $43.2 million or 11.7 percent. The following table represents the composition of the NTM portfolio at the dates indicated:


	June 30, 2013								December 31, 2012
	Count		Amount			Percent			Count		Amount			Percent
	($ in thousands)
Green		215	$	175,967			42.8	%		239	$	206,004			56.0	%
Interest-only		301		217,815			52.9			191		142,978			38.8
Negative amortizaion		39		17,650			4.3			40		19,262			5.2

Total NTM loans		555	$	411,432			100.0	%		470	$	368,244			100.0	%

Total gross loan portfolio			$	1,612,207							$	1,246,559
% of NTM to total gross loan portfolio				25.5	%							29.5	%

Green Loans

Included in the Company’s loan and lease portfolio segments are Total Green Loans in dollar amounts and in percentages as of the dates indicated:


	June 30, 2013					December 31, 2012
	Amount		Percent			Amount		Percent
	($ in thousands)
Green Loans (HELOC)—First Liens	$	169,439		96.3	%	$	198,351		96.3	%
Green Loans (HELOC)—Second Liens		6,528		3.7	%		7,653		3.7	%

Total Green Loans	$	175,967		100.0	%	$	206,004		100.0	%

At June 30, 2013, Green Loans totaled $176.0 million, a decrease of $30.0 million or 14.6 percent from $206.0 million at December 31, 2012, primarily due to reductions in principal balance and payoffs of $8.2 million and $27.8 million, respectively, partially offset by advances of $5.9 million. As of June 30, 2013 and December 31, 2012, $3.5 million and $5.7 million, respectively, of the Company’s Green Loans were non-performing. As a result of their unique payment feature, Green Loans possess higher credit risk due to the potential of negative amortization.

The table below represents the Company’s activity in the non-traditional one-to-four SFR Green Loan first lien portfolio for the period indicated:


	June 30, 2013
	Three months ended			Six months ended
	(In thousands)
Beginning Balance	$	186,791		$	198,351
Principal and Interest Advances		414			5,507
Payoffs		(15,024	)		(26,805	)
Principal Payments		(2,742	)		(7,614	)

Ending Balance	$	169,439		$	169,439

Green Loans are single family residence first mortgage lines of credit with a linked checking account that allows all types of deposits and withdrawals to be performed. The Company initiated the Green Loan products in 2005 and proactively refined underwriting and credit management practices as well as credit guidelines in response to changing economic environments, competitive conditions and portfolio performance. The Company continues to manage credit risk, to the extent possible, throughout the borrower’s credit cycle. The Company discontinued the Green Loan products in 2011.

The Green Loans are similar to HELOC’s in that they are collateralized primarily by the equity in one-to-four SFR Mortgage loans. However, some Green Loans are subject to differences from HELOCs relating to certain characteristics including one-action laws. Similar to a Green Loans, HELOC’s allow the borrower to draw down on the credit line based on an established loan amount for a period of time, typically 10 years, requiring an interest only payment with an option to pay principal at any time. A typical HELOC provides that at the end of the term the borrower can continue to make monthly principal and interest payments based on the loan balance until the maturity date. The Green Loan is an interest only loan with a maturity of 15 years at which time the loan comes due and payable with a balloon payment due at maturity. The unique payment structure also differs from a traditional HELOC in that payments are made through the direct linkage of a personal checking account to the loan through a nightly sweep of funds into the Green Account. This reduces any outstanding balance on the loan by the total amount deposited into the checking account. As a result, every time a deposit is made, effectively a payment to the Green Loan is made. HELOCs typically do not cause the loan to be paid down by a borrowers depositing of funds into their checking account at the same bank.

Credit guidelines for Green Loans were established based on borrower Fair Isaac Company (“FICO”) scores, property type, occupancy type, loan amount, and geography. Property types include one-to-four SFR and second trust deeds where the Company owned the first liens, owner occupied as well as non-owner occupied properties. The Company utilized its underwriting guidelines for first liens to underwrite the Green Loans secured by second trust deeds as if the combined loans were a single Green Loan.

One-to-four SFR loan sizes ranged up to $7.0 million and the average loan size was $1.0 million at their respective origination dates. As loan size increased, the maximum LTV decreased from 80 percent to 60 percent. Maximum LTVs were adjusted by 5 to 10 percent for specified property types such as condos. FICOs were based on the primary wage earners’ mid FICO score and the lower of two mid FICO scores for full and alternative documentation, respectively. At the time of origination, 76 percent of the FICO scores exceeded 700. Loans greater than $1 million were subject to a second appraisal or third party appraisal review at origination.

For all Green Loans the loan income was underwritten using either full income documentation or alternative income documentation.

Interest Only Loans

Interest only loans are primarily single family residence first mortgage loans with payment features that allow interest only payment in initial periods before converting to fully amortizing payments. As of June 30, 2013, our interest only loans increased by $74.8 million or 52.3 percent to $217.8 million from $143.0 million at December 31, 2012, primarily due to purchases of $42.6 million and originations of $97.2 million, partially offset by sales of $20.8 million, payoffs and principal reductions of $20.8 million, and reclassification of $23.3 million from NTM interest only to traditional loans due to the expiration of the initial interest only period and conversion to a fully amortizing basis. The Company increased its overall percent to total gross loans by 2.0 percent from 11.5 percent at December 31, 2012 to 13.5 percent at June 30, 2013 of the total gross loan portfolio. As of June 30, 2013 and December 31, 2012, $150 thousand and $6.2 million, respectively, of the Company’s interest only loans were non-performing.

The table below represents the Company’s activity in the non-traditional interest only loans portfolio for the period indicated:


	June 30, 2013					December 31, 2012
	Amount		Percent			Amount		Percent
	($ in thousands)
Real estate 1-4 family first mortgage	$	217,702		99.9	%	$	142,865		99.9	%
Real estate 1-4 family junior lien mortgage		113		0.1	%		113		0.1	%

Total Interest Only loans	$	217,815		100.0	%	$	142,978		100.0	%

Interest only loans are primarily SFR first mortgage loans with payment features that allow interest only payment during the first one, three, or five years during which time the interest rate is fixed before converting to fully amortizing payments. Following the expiration of the fixed interest rate, the interest rate and payment begins to adjust on an annual basis, with fully amortizing payments that include principal and interest calculated over the remaining term of the loan. The loan can be secured by owner or non-owner occupied properties that include one-to-four SFR units and second homes.

Loans with the Potential for Negative Amortization

The table below represents the Company’s activity in the non-traditional loans with the potential for negative amortization portfolio for the period indicated:


	June 30, 2013					December 31, 2012
	Amount		Percent			Amount		Percent
	($ in thousands)
Real estate 1-4 family first mortgage	$	17,650		100.0	%	$	19,262		100.0	%

Total loans with the potential for Negative Amortization	$	17,650		100.0	%	$	19,262		100.0	%

Non-Traditional Mortgage Loan Credit Risk Management

To mitigate and manage the risk within the Company’s loan portfolio, the Board of Directors established certain concentration limits. The aggregate maximum loan commitment amount for all non-traditional mortgage loans is 300 percent of the Company’s Tier 1 capital plus allowance for loan and lease losses (ALLL). That limitation, as of June 30, 2013, was $671.5 million. As of June 30, 2013, the Company has outstanding loan commitments of $411.4 million or 61.3 percent of the maximum loan commitment limit resulting in available capacity of $260.1 million or 38.7 percent.

The maximum loan commitments for SFR interest only mortgage loans is also 300 percent of the Company’s Core Capital plus ALLL provided that the aggregate non-traditional mortgage maximum loan commitment of $671.5 million has not been exceeded. The interest only mortgage loans that have original LTVs that exceed 70 percent are further limited to $447.7 million. As of June 30, 2013, the outstanding loan commitments are $217.8 million or 32.4 percent of loan maximum loan commitment with available capacity of $453.7 million or 67.6 percent remaining.

The maximum loan commitments for SFR non-Green Loan HELOCs is 75 percent of the Company’s Core Capital plus ALLL. That limitation is $167.9 million as of June 30, 2013. As of June 30, 2013, the Company has outstanding loan commitments in the HELOC portfolio of $5.3 million or 3.2 percent of the maximum commitment with available capacity of $162.5 million or 96.8 percent remaining. Additionally HELOCs are further limited to not exceed $78.3 million for new loans whose original LTV exceeds 75 percent.

The Company performs detailed reviews of collateral values on loans collateralized by residential real property including its non-traditional mortgage portfolio based on appraisals or estimates from third party automated valuation models (AVMs) to support property values performed on a semi-annual or on an as needed basis. AVMs are used to identify loans that have experienced collateral deterioration in the borrower’s equity in the collateral of 50 percent or more. Once a loan meets this criterion, the Company will obtain updated drive by or full appraisals in order to confirm the AVM valuation. This information is used to update key monitoring metrics such as LTV. Additionally, FICO scores are obtained bi-annually in conjunction with the collateral analysis. In addition to LTV and FICO, the Company evaluates the portfolio on a specific loan basis through delinquency and portfolio charge-offs to determine whether any risk mitigation or portfolio management actions are warranted. The borrowers may be contacted as necessary to discuss material changes in loan performance or statistics.

The Company’s risk management policy and credit monitoring includes reviewing delinquency, FICO scores, and collateral values on the non-traditional mortgage loan portfolio. We also continuously monitor market conditions for our geographic lending areas. The Company has assessed that the most significant performance indicators for non-traditional mortgages are LTV and FICO scores. The loan review provides an effective method of identifying borrowers who may be experiencing financial difficulty before they fail to make a loan payment. Upon receipt of the updated FICO scores, an exception report is run to identify loans with a decrease in FICO of 10 percent or more and a resulting FICO of 620 or less. The loans are then further analyzed to determine if the risk rating should be downgraded that will increase the ALLL the Company will establish for potential losses. A report of the semi-annual loan reviews is published and regularly monitored.

As a result of the last semi-annual review completed in the fourth quarter 2012, the Company identified 42 loans that had an original commitment of $38.8 million and had suspended or curtailed available credit by $2.75 million to a current commitment balance of $35.1 million. As of June 30, 2013, 35 loans remained outstanding and seven had paid off in the amount of $8.7 million.

Consumer and non-traditional mortgage loans may entail greater risk than do traditional one-to-four SFR mortgage loans, particularly in the case of consumer loans that are secured by rapidly depreciable assets, such as automobiles and recreational vehicles. In these cases, any repossessed collateral for a consumer and non-traditional mortgage loan are more dependent on the borrower‘s continued financial stability and, thus, are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy.

Loans Held For Sale

The Company originates one-to-four SFR real estate loans primarily in California, Arizona, Washington and Oregon. The residential lending division offers diverse product offerings through both direct-to consumer retail and wholesale mortgage channels. The Company offers conventional mortgages eligible for sale to Fannie Mae, Freddie Mac or government insured Federal Housing Administration (FHA) and Veteran Affairs (VA) mortgages and jumbo loans that meet conventional underwriting criteria except that the loan amount exceeds Fannie Mae or Freddie Mac limits.

MHMB originated $534.8 million and $350.9 million representing an increase of 52.4 percent of SFR real estate through its Retail and Wholesale channels during the three months ended June 30, 2013 and December 31, 2012, respectively. The Company sold $397.4 million and $345.5 million which is an increase of $51.9 million for the three months ended June 30, 2013 and December 31, 2012, respectively. In addition, the Company has grown its SFR locked pipeline from $90.3 million at December 31, 2012 to $176.6 million at June 30, 2013, which represents an increase of $86.3 million, or 95.6 percent. In conjunction with its business strategy, the Company opened 11 new loan production offices during the three months ended June 30, 2013.

Servicing Rights

Total mortgage and SBA servicing rights were $5.0 million and $2.3 million at June 30, 2013 and December 31, 2012, respectively. The fair value of the mortgage servicing rights (MSRs) amounted to $4.6 million and $1.7 million and the amortized cost of the SBA servicing rights was $420 thousand and $539 thousand at June 30, 2013 and December 31, 2012, respectively. The Company retains servicing rights from certain of its sales of SFR mortgage loans and SBA loans. A significant portion of these servicing rights were acquired as part of the Beach and Gateway acquisitions. The aggregate fair value of the servicing rights at the respective

acquisition dates was $2.2 million. The principal balance of the loans underlying our total MSRs and SBA servicing rights was $475.2 million and $27.7 million, respectively, at June 30, 2013 and $211.4 million and $45.2 million, respectively, at December 31, 2012. The recorded amount of the MSR and SBA servicing rights as a percentage of the unpaid principal balance of the loans we are servicing was 0.97 percent and 1.52 percent, respectively, at June 30, 2013 as compared to 0.82 percent and 1.22 percent, respectively, at December 31, 2012.

Allowance for Loan and Lease Losses

The Company maintains an allowance for loan and lease losses to absorb probable incurred losses inherent in the loan and lease portfolio at the balance sheet date. The allowance is based on ongoing assessment of the estimated probable losses presently inherent in the loan portfolio. In evaluating the level of the allowance for loan and lease losses, management considers the types of loans and leases and the amount of loans and leases in the portfolio, peer group information, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This methodology takes into account many factors, including the Company’s own historical and peer loss trends, loan and lease-level credit quality ratings, loan and lease specific attributes along with a review of various credit metrics and trends. The process involves subjective as well as complex judgments. The Company uses a three year loss experience of the Company and its peers in analyzing an appropriate reserve factor for all loans. In addition, the Company uses adjustments for numerous factors including those found in the Interagency Guidance on Allowance for Loan and Lease Losses, which include current economic conditions, loan and lease seasoning, underwriting experience, and collateral value changes among others. The Company evaluates all impaired loans and leases individually using guidance from ASC 310 primarily through the evaluation of cash flows or collateral values. During the third quarter 2012, the Company acquired Beach Business Bank and Gateway Business Bank and their loans and leases are treated under ASC 805, accounting for acquisitions. The acquired loans and leases include loans and leases that are accounted for under ASC 310-30, accounting for purchase credit impaired loans and leases. In addition, the Company acquired three pools of credit impaired re-performing one-to-four SFR mortgage loans during 2012. On a quarterly basis, the Company re-forecasts its expected cash flows for the PCI loans relating to the Beach, Gateway, and the three loan pools acquired in 2012 to be evaluated for potential impairment. The provision for loans and leases losses on PCI loans reflected a decrease in expected cash flows on PCI loans compared to those previously estimated. The impairment reserve for PCI loans at June 30, 2013 was $312 thousand.

For the six months ended June 30, 2013, the PacTrust Bank acquired four pools of loans which were partially ASC 310-30 loans. During the six months ended June 30, 2013, there was no provision for loan and lease losses or allowance for loan and lease losses related to these pools as these loans were acquired at 25.9 percent discount to the aggregated unpaid principal balances and there were no impairment on these pools. The Company may recognize provision for loan and lease losses in the future should there be further deterioration in these loans after the purchase date should the impairment exceed the non-accretable yield.

The allowance for loan and lease losses on originated loans receivable at June 30, 2013 was $17.0 million, which represented 1.49 percent of the gross loans, excluding loans subject to fair market valuation, certain acquired loans and PCI loans totaling $504.5 million, as compared to $14.4 million, or 1.51 percent, of the gross loans, excluding loans subject to fair market valuation, certain acquired loans and PCI loans totaling $290.5 million, at December 31, 2012. Of the $17.0 million allowance, $571 thousand were specific allowance allocations to impaired loans and leases, including loans and leases which are subject to troubled debt restructurings, with $16.1 million serving as a general allocation of allowance for loan and lease losses on originated loans and leases. An unallocated reserve of $304 thousand was held at June 30, 2013. The Company provided $1.9 million to its provision for loan and lease losses during the three months ended June 30, 2013 related primarily to new commercial real estate mortgage loan production and impairment charges on PCI loans.

The following tables provide information regarding activity in the allowance for loan and lease losses during the three months ended June 30, 2013 and 2012:


	Commercial and Industrial			Commercial Real Estate Mortgage			Multi- Family			SBA			Construction		Lease Financing			Real Estate 1-4 family First Mortgage			HELOC’s, Home Equity Loans, and Other Consumer Credit			Unallocated		TOTAL
	(In thousands)
June 30, 2013:
Allowance for loan and lease losses:
Balance as of March 31, 2013	$	481		$	3,698		$	1,544		$	133		$	294	$	263		$	9,212		$	197		$	193	$	16,015
Charge-offs		—			(260	)		(169	)		(262	)		—		—			(329	)		(7	)		—		(1,027	)
Recoveries		—			19			—			42			—		4			1			7			—		73
Provision		335			1,051			74			266			209		(23	)		(133	)		28			111		1,918

Balance as of June 30, 2013	$	816		$	4,508		$	1,449		$	179		$	503	$	244		$	8,751		$	225		$	304	$	16,979

Balance as of December 31, 2012	$	263		$	3,178		$	1,478		$	118		$	21	$	261		$	8,855		$	274		$	—	$	14,448
Charge-offs		—			(360	)		(553	)		(392	)		—		(23	)		(590	)		(14	)		—		(1,932	)
Recoveries		—			19			88			166			—		6			91			7			—		377
Provision		553			1,671			436			287			482		—			395			(42	)		304		4,086

Balance as of June 30, 2013	$	816		$	4,508		$	1,449		$	179		$	503	$	244		$	8,751		$	225		$	304	$	16,979

Individually evaluated for impairment	$	—		$	—		$	280		$	—		$	—	$	—		$	256		$	35		$	—	$	571
Collectively evaluated for impairment		816			4,508			1,169			179			503		244			8,183			190			304		16,096
Acquired with deteriorated credit quality		—			—			—			—			—		—			312			—			—		312

Total ending allowance balance	$	816		$	4,508		$	1,449		$	179		$	503	$	244		$	8,751		$	225		$	304	$	16,979

Loans:
Individually evaluated for impairment	$	—		$	725		$	2,048		$	13		$	—	$	—		$	11,248		$	1,055		$	—	$	15,089
Collectively evaluated for impairment		90,716			309,561			119,281			28,398			5,957		18,631			869,709			19,046			—		1,461,299
Acquired with deteriorated credit quality		1,938			15,835			838			5,117			—		—			114,175			55			—		137,958

Total ending loan balances	$	92,654		$	326,121		$	122,167		$	33,528		$	5,957	$	18,631		$	995,132		$	20,156		$	—	$	1,614,346

June 30, 2012:
Allowance for loan and lease losses:
Balance as of March 31, 2012	$	129		$	2,928		$	1,601		$	—		$	—	$	—		$	6,317		$	198		$	—	$	11,173
Charge-offs		—			—			—			—			—		—			(18	)		(4	)		—		(22	)
Recoveries		—			—			—			—			—		—			17			1			—		18
Provision		(1	)		385			(309	)		—			—		—			212			(8	)		—		279

Balance as of June 30, 2012	$	128		$	3,313		$	1,292		$	—		$	—	$	—		$	6,528		$	187		$	—	$	11,448

Balance as of December 31, 2011	$	128		$	2,234		$	1,541		$	—		$	—	$	—		$	8,635		$	242		$	—	$	12,780
Charge-offs		—			(236	)		—			—			—		—			(2,078	)		(7	)		—		(2,321	)
Recoveries		—			—			—			—			—		—			17			2			—		19
Provision		—			1,315			(249	)		—			—		—			(46	)		(50	)		—		970

Balance as of June 30, 2012	$	128		$	3,313		$	1,292		$	—		$	—	$	—		$	6,528		$	187		$	—	$	11,448

Individually evaluated for impairment	$	—		$	362		$	658		$	—		$	—	$	—		$	537		$	—		$	—	$	1,557
Collectively evaluated for impairment		128			2,951			634			—			—		—			5,991			187			—		9,891
Acquired with deteriorated credit quality		—			—			—			—			—		—			—			—			—		—

Total ending allowance balance	$	128		$	3,313		$	1,292		$	—		$	—	$	—		$	6,528		$	187		$	—	$	11,448

Loans:
Individually evaluated for impairment	$	—		$	3,487		$	5,443		$	—		$	—	$	—		$	14,349		$	41		$	—	$	23,320
Collectively evaluated for impairment		8,929			182,979			76,230			—			—		—			508,762			16,883			—		793,783
Acquired with deteriorated credit quality		—			—			—			—			—		—			22,728			—			—		22,728

Total ending loan balances	$	8,929		$	186,466		$	81,673		$	—		$	—	$	—		$	545,839		$	16,924		$	—	$	839,831

Reserve for Loss on Repurchased Loans

Reserve for loss on repurchased loans was $4.0 million at June 30, 2013 and $3.5 million at December 31, 2012. This reserve relates to our single family mortgage business. We sell most of the residential mortgage loans that we originate into the secondary mortgage market. If a customer defaults on a mortgage payment within the first few payments after the loan is sold, we may be required to repurchase the loan at the full amount paid by the purchaser. In addition, when we sell mortgage loans, we make customary representations and warranties to the purchasers about various characteristics of each loan, such as the manner of origination, the nature and extent of underwriting standards applied and the types of documentation being provided. Typically, these representations and warranties are in place for the life of the loan. If a defect in the origination process is identified, we may be required to either repurchase the loan or indemnify the purchaser for losses it sustains on the loan. If there are no such defects, generally we have no liability to the purchaser for losses it may incur on such loan. We maintain a reserve for loss on repurchased loans to account for the expected losses related to loans we might be required to repurchase (or the indemnity payments we may have to make to purchasers). The representation and warranty reserve takes into account both our estimate of expected losses on loans sold during the current accounting period, as well as adjustments to our previous estimates of expected losses on loans sold. In each case, these estimates are based on the most recent data available to us, including data from third parties, regarding demands for loan repurchases, actual loan repurchases, and actual credit losses on repurchased loans, among other factors. Provisions added to the reserve for loss on repurchased loans are recorded under non-interest expense in the consolidated statements of operations as an increase or decrease to provision for loss on repurchased loans.

Following is a summary of activity in the reserve for loss on repurchased loans for the three and six ended June 30, 2013:


	June 30, 2013
	Three months ended			Six months ended
	(In thousands)
Balance at beginning of period	$	3,498		$	3,485
Provision for loss reimbursement on sold loans		732			988
Payments made for loss reimbursement on sold loans		(256	)		(499	)

Balance at end of period	$	3,974		$	3,974

Deposits

The following table shows the composition of deposits by type as of the dates indicated.


	June 30, 2013		December 31, 2012		Increase (Decrease)
	June 30, 2013		December 31, 2012		Amount			Percentage
	($ in thousands)
Noninterest-bearing demand deposits	$	161,914	$	194,662	$	(32,748	)		-16.8	%
Interest-bearing demand deposits		324,012		15,111		308,901			2044.2	%
Money market		258,635		294,804		(36,169	)		-12.3	%
Savings		842,487		159,055		683,432			429.7	%
Certificates of deposit		522,783		642,710		(119,927	)		-18.7	%

Total Deposits	$	2,109,831	$	1,306,342	$	803,489			61.5	%

Total deposits increased by $803.5 million, or 61.5 percent, to $2.11 billion at June 30, 2013, compared to $1.31 billion at December 31, 2012. The increase in total deposits was the direct results of strategic plans aiming to increase core deposits. In December 2012, the Company launched interest-bearing core deposits products with enhanced features to attract high net worth depositors in our target markets while reducing the reliance on certificates of deposit. This program has been highly successful with approximately $828.5 million in deposits in the new accounts at June 30, 2013.

On May 31, 2013, PacTrust Bank entered into a definitive agreement with AWB, pursuant to which the Bank has agreed to sell eight branches and related assets and deposit liabilities to AWB. The deposits to be transferred totaled $457.0 million as of June 30, 2013. Composition of deposits to be transferred is as follows:


	Amount		Percentage to be sold by category			Percentage to total deposits
	($ in thousands)
Noninterest-bearing demand deposits	$	29,059		17.9	%		1.4	%
Interest-bearing demand deposits		54,960		17.0	%		2.6	%
Money market		134,149		51.9	%		6.4	%
Savings		96,284		11.4	%		4.6	%
Certificates of deposit		142,576		27.3	%		6.8	%

Total Deposits	$	457,028		21.7	%		21.7	%

Federal Home Loan Bank Advances

Each advance is payable at its maturity date. Advances paid early are subject to a prepayment penalty. At June 30, 2013 and December 31, 2012, the Banks’ advances from the FHLB were collateralized by certain real estate loans of an aggregate unpaid principal balance of $759.8 million and $458.9 million, respectively, and the Banks’ investment of capital stock of the FHLB of San Francisco of $10.4 million and $8.4 million, respectively. Based on this collateral and the Banks’ holdings of FHLB stock, the Banks were eligible to borrow an additional $425.5 million at June 30, 2013. In addition, the Banks had available lines of credit with the Federal Reserve Bank totaling $119.1 million at June 30, 2013.

Long Term Debt

The Notes will mature on April 15, 2020. However, the Company may, at the Company’s option, on April 15, 2015, or on any scheduled interest payment date thereafter, redeem the Notes in whole or in part on not less than 30 nor more than 60 days prior notice. The Notes will be redeemable at a redemption price equal to 100 percent of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to the date of redemption.

Liquidity

The Banks are required to have enough liquid assets in order to maintain sufficient liquidity to ensure a safe and sound operation. Liquidity may increase or decrease depending upon availability of funds and comparative yields on investments in relation to the return on loans. Historically, the Banks have maintained liquid assets above levels believed to be adequate to meet the requirements of normal operations, including potential deposit outflows. Cash flow projections are regularly reviewed and updated to ensure that adequate liquidity is maintained.

The Banks’ liquidity, represented by cash and cash equivalents and securities available for sale, is a product of its operating, investing, and financing activities. The Banks’ primary sources of funds are deposits, payments and maturities of outstanding loans and investment securities; and other short-term investments and funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. In addition, the Banks invest excess funds in short-term interest-earning assets, which provide liquidity to meet lending requirements. The Banks also generate cash through borrowings. The Banks utilize Federal Home Loan Bank advances to leverage their capital bases, to provide funds for their lending activities, as a source of liquidity, and to enhance its interest rate risk

management. The Banks also have the ability to obtain brokered certificates of deposit. Liquidity management is both a daily and long-term function of business management. Any excess liquidity would be invested in federal funds or authorized investments such as mortgage-backed or U.S. Agency securities. On a longer-term basis, the Banks maintain a strategy of investing in various lending products. The Banks use their sources of funds primarily to meet their ongoing commitments, to pay maturing certificates of deposit and savings withdrawals, to fund loan commitments, and to maintain its portfolio of mortgage-backed securities and investment securities.

At June 30, 2013, there were $102.5 million of approved loan origination commitments, $75.3 million of unused lines of credit and $1.3 million of outstanding letters of credit. Certificates of deposit maturing in the next 12 months totaled $348.0 million and $30.0 million of FHLB advances had maturities of less than 12 months at June 30, 2013. Additionally, the deposits to be transferred for the branch sale to AWB totaled $457.0 million, which included $116.5 million certificates of deposit maturing in the next 12 months, that is expected to be closed by the month end October 2013 and the acquisition of office premises with a purchase price of $40.0 million is expected to be completed in September 2013. The company expects to fund these transactions by utilizing current excess cash, selling loans and securities and borrowing additional FHLB advances.

Based on the competitive deposit rates offered and on historical experience, management believes that a significant portion of maturing deposits will remain with the Banks, although no assurance can be given in this regard. At June 30, 2013, the Company maintained $462.3 million of cash and cash equivalents that was 18.2 percent to total assets. In addition, the Banks had the ability at June 30, 2013 to borrow an additional $425.5 million from the FHLB and $119.1 million from the Federal Reserve Bank. The Banks intend to replace these advances with new borrowings from the FHLB, Federal Reserve Bank or deposits, as and to the extent needed and depending on market conditions.

Commitments

The following tables provide information as of June 30, 2013 regarding our commitments and contractual obligations:


	Amount of Commitment Expiration Per Period
	Total Amounts Committed		One Year or Less		Over One Year Through Three Years		Over Three Years Through Five Years		Over Five Years
	(In thousands)
Commitments to extend credit	$	102,503	$	86,028	$	5,083	$	4,473	$	6,919
Standby letters of credit		1,262		327		—		—		935
Unused lines of credit		75,266		28,709		10,910		3,514		32,133

	$	179,031	$	115,064	$	15,993	$	7,987	$	39,987


	Contractual Obligations
	Total Amounts Committed		One Year or Less		Over One Year Through Three Years		Over Three Years Through Five Years		Over Five Years
	(In thousands)
FHLB advances	$	45,000	$	30,000	$	15,000	$	—	$	—
Long-term debt		127,920		6,356		12,713		12,713		96,138
Operating and capital lease obligations		26,391		5,191		9,511		7,049		4,640
Maturing certificates of deposit		522,783		347,950		118,705		55,936		192

	$	722,094	$	389,497	$	155,929	$	75,698	$	100,970

This table does not include other commitments made after June 30, 2013, such as the exercise of CS financial call option for a purchase price of $10 million and acquisition of office premises with a purchase price of $40 million (See further discussion in Note 19, Subsequent Events).

Capital

Federal bank regulatory agencies require bank holding companies such as the Company to maintain a minimum ratio of qualifying total capital to risk-weighted assets of 8.0 percent and a minimum ratio of Tier 1 capital to risk-weighted assets of 4.0 percent. In addition to the risk-based guidelines, federal bank regulatory agencies require bank holding companies to maintain a minimum ratio of Tier 1 capital to average total assets, referred to as the leverage ratio, of 4.0 percent. In order to be considered “well capitalized,” federal bank regulatory agencies require depository institutions such as the Banks to maintain a minimum ratio of qualifying total capital to risk-weighted assets of 10.0 percent and a minimum ratio of Tier 1 capital to risk-weighted assets of 6.0 percent. In addition to the risk-based guidelines, the federal bank regulatory agencies require depository institutions to maintain a minimum ratio of Tier 1 capital to average total assets, referred to as the leverage ratio, of 5.0 percent.

The capital ratios of the Company and the Banks were as follows as of June 30, 2013 and December 31, 2012:


	Amount					Minimum Capital Requirements					Minimum Required to Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	($ in thousands)
June 30, 2013:
Banc of California
Total risk-based capital ratio	$	273,134		19.34	%	$	113,005		8.00	%		N/A		N/A
Tier 1 risk-based capital ratio		255,427		18.08			56,503		4.00			N/A		N/A
Tier 1 leverage ratio		255,427		11.16			91,564		4.00			N/A		N/A
PacTrust Bank
Total risk-based capital ratio	$	224,332		19.78	%	$	90,751		8.00	%	$	113,439		10.00	%
Tier 1 risk-based capital ratio		210,120		18.52			45,376		4.00			68,063		6.00
Tier 1 leverage ratio		210,120		10.03			83,790		4.00			104,738		5.00
Beach Business Bank
Total risk-based capital ratio	$	46,777		16.79	%	$	22,293		8.00	%	$	27,867		10.00	%
Tier 1 risk-based capital ratio		44,245		15.88			11,147		4.00			16,720		6.00
Tier 1 leverage ratio		44,245		11.94			14,817		4.00			18,521		5.00
December 31, 2012:
Banc of California
Total risk-based capital ratio	$	185,002		14.97	%	$	98,876		8.00	%		N/A		N/A
Tier 1 risk-based capital ratio		169,498		13.71			49,438		4.00			N/A		N/A
Tier 1 leverage ratio		169,498		10.15			66,786		4.00			N/A		N/A
PacTrust Bank
Total risk-based capital ratio	$	163,647		17.59	%	$	74,410		8.00	%	$	93,012		10.00	%
Tier 1 risk-based capital ratio		151,948		16.34			37,205		4.00			55,807		6.00
Tier 1 leverage ratio		151,948		11.16			54,485		4.00			68,106		5.00
Beach Business Bank
Total risk-based capital ratio	$	36,886		15.09	%	$	19,551		8.00	%	$	24,439		10.00	%
Tier 1 risk-based capital ratio		35,983		14.72			9,776		4.00			14,664		6.00
Tier 1 leverage ratio		35,983		11.96			12,036		4.00			15,045		5.00

In July 2013, the Federal banking regulators approved a final rule to implement the revised capital adequacy standards of the Basel Committee on Banking Supervision, commonly called Basel III, and to address relevant provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The final rule strengthens the definition of regulatory capital, increases risk-based capital requirements, makes selected changes to the calculation of risk-weighted assets, and adjusts the prompt corrective action thresholds. The Company and the Banks will become subject to the new rule on January 1, 2015 and certain provisions of the new rule will be phased in over the period of 2015 through 2019.

The final rule:

•

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% 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%.

•

Increases the minimum Tier 1 capital to risk-weighted assets ratio requirement from 4% to 6%.

•

Retains the minimum total capital to risk-weighted assets ratio requirement of 8%.

•

Establishes a minimum leverage ratio requirement of 4%.

•

Retains the existing regulatory capital framework for 1-4 family residential mortgage exposures.

•

Permits banking organizations that are not subject to the advanced approaches rule, such as the Company and the Banks, 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% 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% and will be fully phased in at 2.50% 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% 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.

The Company’s management is currently evaluating the provisions of the final rule and their expected impact on the Company.

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk.

As part of our attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor our interest rate risk. In monitoring interest rate risk we continually analyze and manage assets and liabilities based on their payment streams and interest rates, the timing of their maturities and/or prepayments, and their sensitivity to actual or potential changes in market interest rates.

In order to manage the potential for adverse effects of material and prolonged increases in interest rates on our results of operations, we adopted asset and liability management policies to better align the maturities and repricing terms of our interest-earning assets and interest-bearing liabilities. These policies are implemented by the asset and liability management committee. The asset and liability management committee is chaired by the treasurer and is comprised of members of our senior management. The asset and liability management policy establishes guidelines for the volume and mix of assets and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs, while the asset and liability management committee monitors adherence to these guidelines. The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk and profitability goals. The asset and liability management committee meets periodically to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital position, anticipated changes in the volume and mix of assets and liabilities and interest rate risk exposure limits versus current projections pursuant to our net present value of equity analysis. At each meeting, the asset and liability management committee recommends appropriate strategy changes based on this review. The treasurer or his designee is responsible for reviewing and reporting on the effects of the policy implementations and strategies to the board of directors on a regular basis.

In order to manage our assets and liabilities and achieve the desired liquidity, credit quality, interest rate risk, profitability and capital targets, we have focused our strategies on:

•

originating and purchasing adjustable-rate mortgage loans,

•

originating shorter-term consumer loans,

•

managing our deposits to establish stable deposit relationships,

•

using FHLB advances to align maturities and repricing terms, and

•

attempting to limit the percentage of fixed-rate loans in our portfolio.

At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, the asset and liability management committee may determine to increase the Company’s interest rate risk position somewhat in order to maintain its net interest margin.

As part of its procedures, the asset and liability management committee regularly reviews interest rate risk by forecasting the impact of alternative interest rate environments on net interest income and market value of portfolio equity, which is defined as the net present value of an institution’s existing assets, liabilities and off-balance sheet instruments, and evaluating such impacts against the maximum potential changes in net interest income and market value of portfolio equity that are authorized by the Board of Directors of the Company.

Interest Rate Sensitivity of Economic Value of Equity and Net Interest Income

The following table presents the projected change in the Company’s Economic Value of Equity as well as Net Interest Income at June 30, 2013 that would occur upon an immediate change in interest rates based on independent analysis, but without giving effect to any steps that management might take to counteract that change.


Change in Interest Rates in Basis Points (“bp”)	Economic Value of Equity								Net Interest Income
(Rate Shock in Rates)(1)	$ Amount		$ Change			% Change			$ Amount		$ Change			% Change
	($ in thousands)
+100 bp	$	292,222	$	(12,090	)		(3.97	)%	$	91,377	$	2,738			3.09	%
0 bp		304,312								88,639
-100 bp		320,865		16,553			5.44	%		85,152		(3,487	)		(3.93	)%

(1)

Assumes an instantaneous uniform change in interest rates at all maturities

As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable rate mortgage loans, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Further, if interest rates change, expected rates of prepayments on loans and early withdrawals from certificates of deposit could deviate significantly from those assumed in calculating the table.

The Company does not maintain any securities for trading purposes. The Company does not currently engage in trading activities. The Company does use derivative instruments to hedge its mortgage banking risks. In addition, interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency exchange risk and commodity price risk, do not arise in the normal course of the Company’s business activities and operations.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Section 13(a)-15(e) of the Securities Exchange Act of 1934 (the “Act”)) as of June 30, 2013 was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2013, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13(a)-15(f) under the Act) that occurred during the six months ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

PART II — OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time we are involved as plaintiff or defendant in various legal actions arising in the normal course of business. We do not anticipate incurring any material liability as a result of such currently pending litigation.

As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, on December 14, 2012, CMG Financial Services, Inc. (“CMG”) initiated a patent lawsuit against the Bank in the United States District Court for the Central District of California (styled CMG Financial Services, Inc. v. Pacific Trust Bank, F.S.B., et al. , Case No. 2:11-cv-10344-PSG-MRW) (the “Action”) alleging infringement of U.S. Patent No. 7,627,509 (the “509 Patent”) of limited number of financial products previously offered by the Company. The 509 Patent relates to the origination and servicing of loans with characteristics similar to the Bank’s Green Accounts. The Company and its counsel believe the asserted claim is without merit and the resolution of the matter is not expected to have a material impact on the Company’s business, financial condition or results of operations, though no assurance can be given in this regard.

ITEM 1A.

RISK FACTORS

There have been no material changes to the risk factors that appeared under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c)	The following table sets forth information for the three months ended June 30, 2013 with respect to the repurchase of outstanding common stock.

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total # of shares Purchased		Average price paid per share		Total # of shares purchased as part of a publicly announced program		Maximum # of shares that may yet to be purchased
4/1/13-4/30/13		2,450	$	11.49		—		1,197,958
5/1/13-5/31/13		—	$	—		—		1,197,958
6/1/13-6/30/13		708		13.06		—		1,197,958

Total		3,158	$	11.84		—		1,197,958

The Company has purchased 3,158 shares during the three months ended June 30, 2013 at an average price of $11.84 with a total cost of $37 thousand, including fees, related to tax liability sales for employee stock benefit plans, consistent with past practices.

On April 25, 2013, the Company announced that its Board of Directors approved a new share buyback program authorizing the Company, based on management’s discretion, to buy back, from time to time during the next 12 months, an amount representing up to 10 percent of the Company’s currently outstanding common shares. The shares may be repurchased in the open market or in privately negotiated transactions, at prices not to exceed the tangible book value of the Company’s common shares, based on the book value of such shares as reported in the Company’s most recent quarterly earnings report.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable

ITEM 5.

OTHER INFORMATION.

None

ITEM 6.

EXHIBITS

Exhibits



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	(dd	)

3.1	Articles of Incorporation of the Registrant	(d	)

3.2	Articles of Amendment to the Charter 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	(u	)

3.7	Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Non-Cumulative Perpetual Preferred Stock, Series B	(v	)

3.8	Articles of Amendment to the Charter of the Registrant changing the Registrant’s name	(w	)

3.9	Bylaws of the Registrant	(u	)

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	(q	)

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	(q	)

4.5A	Warrant Agreement, dated as of June 29, 2012 (the “Warrant Agreement”), by and between the Registrant and Registrar and Transfer Company, as Warrant Agent	(i	)

4.5B	Form of Warrant Certificate (included as Exhibit A to the Warrant Agreement filed as Exhibit 4.5A)	(i	)

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	(u	)

10.1	Employment Agreement, dated as of November 1, 2010, between the Registrant and Gregory A. Mitchell (including as exhibits thereto the forms of agreements for the restricted stock inducement grant and stock option inducement grant made to Mr. Mitchell pursuant to his Employment Agreement)	(g	)

10.1A	Separation and Settlement Agreement, dated as of September 21, 2012, by and between the Registrant and Gregory A. Mitchell	(j	)

10.2	Employment Agreement, dated as of November 17, 2010, by and among the Registrant and Pacific Trust Bank and Richard Herrin (including as exhibits thereto the forms of agreements for the restricted stock inducement grant and stock option inducement grant made to Mr. Herrin pursuant to his Employment Agreement)	(k	)

10.2A	Incentive Bonus Award Agreement, dated as of September 21, 2012, supplementing and amending the Employment Agreement with Richard Herrin	(l	)

10.2B	Second Amendment, dated as of September 25, 2012, to Employment Agreement with Richard Herrin	(l	)



10.3	Reserved

10.4	Employment Agreement with Gaylin Anderson (including as exhibits thereto the forms of agreements for the restricted stock inducement grant and stock option inducement grant made to Mr. Anderson pursuant to his Employment Agreement)	(m	)

10.4A	Incentive Bonus Award Agreement, dated as of September 21, 2012, supplementing and amending the Employment Agreement with Gaylin Anderson	(l	)

10.4B	Second Amendment, dated as of September 25, 2012, to Employment Agreement with Gaylin Anderson	(l	)

10.5	Employment Agreement, dated as of November 29, 2012, by and among the Registrant and Pacific Trust Bank and Chang Liu (including as exhibits thereto the forms of agreements for the restricted stock inducement grant and stock option inducement grant made to Mr. Liu pursuant to his Employment Agreement)	(m	)

10.5A	Incentive Bonus Award Agreement, dated as of September 21, 2012, supplementing and amending the Employment Agreement with Chang Liu	(l	)

10.5B	Second Amendment, dated as of September 25, 2012, to Employment Agreement with Chang Liu	(l	)

10.6	Employment Agreement, dated as of May 6, 2011, by and among the Registrant and Pacific Trust Bank and Marangal I. Domingo (including as exhibits thereto the forms of agreements for the restricted stock inducement grant and stock option inducement grant made to Mr. Domingo pursuant to his Employment Agreement)	(n	)

10.6A	Incentive Bonus Award Agreement, dated as of September 21, 2012, supplementing and amending the Employment Agreement with Marangal I. Domingo	(l	)

10.6B	Consulting Agreement, dated as of December 26, 2012, between and among Marangal I. Domingo, the Registrant and Pacific Trust Bank	(s	)

10.7	Employment Agreement, dated as of August 21, 2012, by and between the Registrant and Steven Sugarman	(l	)

10.7A	Stock Appreciation Right Grant to Steven Sugarman dated August 21, 2012	(l	)

10.8	Employment Agreement, dated as of September 25, 2012, by and among the Registrant, Pacific Trust Bank and Beach Business Bank and Robert M. Franko	(l	)

10.8A	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	(l	)

10.9A	Employment Agreement, dated as of August 22, 2012, by and among the Registrant and John C. Grosvenor	(l	)

10.9B	Employment Agreement, dated as of November 5, 2012, by and among the Registrant and Ronald J. Nicolas, Jr.	(l	)

10.9C	Employment Agreement, dated as of November 14, 2012, by and among the Registrant and Lonny D. Robinson	(l	)

10.10	Registrant’s 2011 Omnibus Incentive Plan	(o	)

10.10A	Form of Incentive Stock Option Agreement under 2011 Omnibus Incentive Plan	(r	)

10.10B	Form of Non-Qualified Stock Option Agreement under 2011 Omnibus Incentive Plan	(r	)

10.10C	Form of Restricted Stock Agreement Under 2011 Omnibus Incentive Plan	(r	)

10.11	Registrant’s 2003 Stock Option and Incentive Plan	(p	)

10.12	Registrant’s 2003 Recognition and Retention Plan	(p	)

10.13	Small Business Lending Fund-Securities Purchase Agreement, dated August 30, 2011, between the Registrant and the Secretary of the United States Treasury	(f	)

10.4	Management Services Agreement, dated as of December 27, 2012, by and between CS Financial, Inc. and Pacific Trust Bank	(t	)



10.15	Employment Agreement, dated as of May 13, 2013, by and among Pacific Trust Bank and Jeffrey Seabold	10.15

10.16	Registrant’s 2013 Omnibus Stock Incentive Plan	(x	)

10.17	Form of Incentive Stock Option Agreement under 2013 Omnibus Stock Incentive Plan	(y	)

10.18	Form of Non-Qualified Stock Option Agreement under 2013 Omnibus Stock Incentive Plan	(y	)

10.19	Form of Restricted Stock Agreement under 2013 Omnibus Stock Incentive Plan	(y	)

10.20	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	(z	)

10.21	Common Stock Share Exchange Agreement, dated as of May 29, 2013, by and between the Registrant and TCW Shared Opportunity Fund V, L.P.	(aa	)

10.22	Purchase and Sale Agreement and Escrow Instructions, dated as of July 24, 2013, by and between the Registrant and Memorial Health Services	(bb	)

10.23	Assumption Agreement, dated as of July 1, 2013, by and between the Registrant and The Private Bank of California	(cc	)

11.0	Statement regarding computation of per share earnings	None

15.0	Letter regarding unaudited interim financial information	None

18.0	Letter regarding change in accounting principles	None

19.0	Report furnished to security holders	None

22.0	Published report regarding matters submitted to vote of security holders	None

24.0	Power of Attorney	None

31.1	Rule 13a-14(a) Certification (Chief Executive Officer)(Principal Executive Officer)	31.1

31.2	Rule 13a-14(a) Certification (President)	31.2

31.3	Rule 13a-14(a) Certification (Chief Financial Officer)(Principal Financial Officer)	31.3

31.4	Rule 13a-14(a) Certification (Principal Accounting Officer)	31.4

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 June 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Financial Condition; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Income and Comprehensive Income (Loss); (iv) Consolidated Statements of Shareholder’s 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 Current Report on Form 8-K filed on July 5, 2012 and incorporated herein by reference.

(j)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on September 27, 2012 and incorporated herein by reference.

(k)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on November 19, 2010 and incorporated herein by reference.

(l)	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.

(m)	Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference.

(n)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 10, 2011 and incorporated herein by reference.

(o)	Filed as an appendix to the Registrant’s definitive proxy statement filed on April 25, 2011 and incorporated herein by reference

(p)	Filed as an appendix to the Registrant’s definitive proxy statement filed on March 21, 2003 and incorporated herein by reference.

(q)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on April 23, 2012 and incorporated herein by reference.

(r)	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.

(s)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on December 28, 2012 and incorporated herein by reference.

(t)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on January 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 12, 2013 and incorporated herein by reference.

(v)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 3, 2013 and incorporated herein by reference.

(w)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 17, 2013 and incorporated herein by reference.

(x)	Filed as an appendix to the Registrant’s definitive proxy statement filed on June 11, 2013 and incorporated herein by reference.

(y)	Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 filed on July 31, 2013 and incorporated herein by reference.

(z)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 3, 2013 and incorporated herein by reference.

(aa)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 4, 2013 and incorporated herein by reference.

(bb)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 30, 2013 and incorporated herein by reference.

(cc)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 3, 2013 and incorporated herein by reference.

(dd)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 6, 2013 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		BANC OF CALIFORNIA, INC.

Date: August 9, 2013		/s/ Steven A. Sugarman
		Steven A. Sugarman
		Chief Executive Officer

Date: August 9, 2013		/s/ Robert M. Franko
		Robert M. Franko
		President

Date: August 9, 2013		/s/ Ronald J. Nicolas, Jr.
		Ronald J. Nicolas, Jr.
		Executive Vice President/ Chief Financial Officer

Date: August 9, 2013		/s/ Lonny D. Robinson
		Lonny D. Robinson
		Executive Vice President/ Chief Accounting Officer

Exhibit 10.15

PRIVILEGED AND CONFIDENTIAL

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT by and among Pacific Trust Bank, a federally-chartered savings bank (“Bank” or “Employer”) and Jeffrey Seabold (the “Executive”) is dated as of the 13th day of May, 2013 (the “Agreement”).

1. Effective Date . The “Effective Date” shall mean the date first set forth above.

2. Employment Period . Employer hereby agrees to employ the Executive, and the Executive hereby agrees to serve Employer, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary thereof (the “Employment Period”); provided , however , that, commencing on the date that is two years after the Effective Date, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “Renewal Date”), unless previously terminated, the Employment Period shall automatically be extended so as to terminate two years from such Renewal Date, unless, at least 60 days prior to the Renewal Date, Employer shall give notice to the Executive that the Employment Period shall not be so extended.

3. Terms of Employment . (a) Position and Duties . (i) During the Employment Period, the Executive shall serve as Managing Director, Residential Lending Division of Bank with such duties and responsibilities as are customarily assigned to such position; provided that, for the avoidance of doubt, the Executive shall have no policy making authority and will not be responsible for any policy making functions with respect to either Bank or First PacTrust Bancorp, Inc., a Maryland corporation and wholly owning parent holding company of Bank (“Bancorp”). The Executive shall report directly to the Chief Executive Officer of Bank (the “Bank CEO”) and/or such other officers of Bank and/or Bancorp as determined by the board of directors of Bank (the “Bank Board”) from time to time. If the Executive serves on the board of directors of either Bancorp and/or Bank during the Employment Period (which shall be subject to election by the shareholders of Bancorp and Bank, respectively, and subject to each of Bancorp’s and Bank’s ordinary course director nomination processes and policies), the Executive agrees that (i) he shall so serve without compensation for his service as a director and (ii) shall not serve on any committee of either such boards of directors for which independence is necessary or, as determined by the Chair of the board of directors of Bancorp or the Chair of the Bank Board, respectively, in his or her sole discretion, advisable. During the Employment Period, the Executive shall be provided with an office at the corporate headquarters in Irvine, California and Beverly Hills, California.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled under this Agreement, the Executive shall be employed by Employer on a full-time basis and agrees to devote such time as is necessary to discharge the responsibilities assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently. During the Employment Period, it shall not be a violation of this Agreement for the Executive to, either for free or for personal compensation, (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage personal investments and personal investment companies, (D) subject to

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Section 9, his fiduciary duties to Bancorp and Bank, and his compliance with Employer’s policies and procedures in effect from time to time applicable to employees of either Bancorp or Bank with respect to actual or potential conflicts of interest, including without limitation the Code of Business Ethics and Conduct, attend to other business matters, so long as such activities do not materially interfere with the performance of the Executive’s responsibilities as an employee of Employer in accordance with this Agreement, and (E) subject to Section 9, his fiduciary duties to Bancorp and Bank, and his compliance with Employer’s policies and procedures in effect from time to time applicable to employees of either Bancorp or Bank with respect to actual or potential conflicts of interest, including without limitation the Code of Business Ethics and Conduct, serve as an officer and/or director, including Chief Executive Officer of CS Financial, Inc. and its direct or indirect subsidiaries (collectively, “CS”) or any of the CS Related Entities; provided , that it is expressly understood and agreed that Executive shall not serve as the loan officer with respect to any loan originated by CS or any of or any CS Related Entities (and any loan for which Executive serves as the loan officer shall be for the account of Employer). For purposes of this Agreement, “CS Related Entities” means any non-subsidiary affiliates of CS, including Camden Capital Partners, LLC, Camden Escrow and other direct and indirect subsidiaries of the foregoing and related companies.

(b) Compensation . (i) Base Salary . During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) at a rate of not less than $400,000 payable in accordance with Employer’s normal payroll policies. The Executive’s Annual Base Salary shall be reviewed for increase at least annually by the Bank Board, the Bancorp board of directors (the “Bancorp Board”) and/or the Compensation Committee of the Bancorp Board (the “Compensation Committee”) pursuant to normal performance review policies. The Annual Base Salary shall not be reduced after any increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii) Annual Bonus . With respect to each fiscal year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (“Annual Bonus”) of up to or greater than 100% of the Executive’s Annual Base Salary in effect at the beginning of such fiscal year, with an annual target bonus equal to 50% of such Annual Base Salary (the “Target Bonus”), pro-rated for any partial year; provided , that the actual Annual Bonus and related performance objectives and metrics shall be determined and established by the Bank Board and the Compensation Committee, taking into account the performance of ancillary mortgage related businesses. The actual Annual Bonus, which could be higher or lower than the Target Bonus, shall be paid in cash no later than March 15 of the year following the year to which the Annual Bonus relates.

(iii) Incentive Bonus .

A. With respect to each fiscal year ending during the Employment Period, the Executive shall receive an incentive bonus (“Incentive Bonus”) equal to (I) for 2013, (a) an amount such that the Executive’s total compensation with respect to 2013 (including, for the avoidance of doubt, the Executive’s Annual Base Salary and Annual Bonus in respect of 2013) for purposes of Section 162(m) of the Code would not reasonably be expected to exceed $1 million (the “Initial Amount”), plus (b) the maximum

amount of cash incentives that may be paid for a performance period pursuant to the terms of the First PacTrust Bancorp, Inc. 2013 Omnibus Incentive Plan (or its successor) (the “Omnibus Incentive Plan”), if any (subject to the approval by shareholders of the Omnibus Incentive Plan at the 2013 annual meeting of shareholders of Bancorp) minus the Initial Amount, or (II) for any subsequent year, the maximum amount of cash incentives that may be paid for a performance period pursuant to the terms of the Omnibus Incentive Plan, if (x) for 2013, solely with respect to amounts other than the Initial Amount, with respect to the portion of the fiscal year during which Executive was employed and (y) for any subsequent year, with respect to the first full fiscal quarter of such year, the Compensation Committee has certified that there are positive operating profits generated by originations held for sale by the Employer’s Residential Lending Division, including CS if acquired by Bank, Bancorp or a controlled affiliate (the “Section 162(m) Goal”), provided that the Compensation Committee shall be permitted to exercise its discretion to pay the Executive a lesser amount equal to no less than (A) 10% of the excess, if any, of (1) the operating profits generated by originations held for sale by the Employer’s Residential Lending Division, including CS if acquired by Bank, Bancorp or a controlled affiliate, over the applicable period to which the bonus relates (for the avoidance of doubt, net of all compensation to employees of such Residential Lending Division (excluding Executive)), as determined in good faith by the Bank Board and the Compensation Committee, in consultation with the Chief Financial Officer of Bancorp and/or Bank (the “Measured Income”) minus (2) the Hurdle Amount, minus (B) the Generation Shortfall, in each case pro-rated for any partial year; provided , further, that, the Incentive Bonus will be paid to the executive one-half in cash and the other half in equity awards with respect to shares of Bancorp common stock on terms (including restrictive covenants) that are substantially consistent with the terms of equity awards granted to employees of Employer in the ordinary course of business consistent with past practice; provided , that in the event that the CS Financial Acquisition is completed pursuant to the exercise of the CS Option, Executive will receive 75% of his Incentive Bonus in cash until he has received an amount in cash (from all sources pursuant to this Agreement, including, without limitation, Annual Base Salary, Annual Bonus, Incentive Bonus and Purchase Price) equal to 80% of the value of the shares of Bancorp common stock received by Executive as a CS shareholder in such CS Financial Acquisition, based upon the closing price of Bancorp common stock as of the Closing Date on the NASDAQ; and provided further, that the regular vesting schedule of the equity awards shall be one third on each of the first, second and third anniversaries of the date of grant, subject to Employee’s continued employment through the applicable vesting date. For clarity, the Incentive Bonus shall be paid and granted, as applicable, in four (4) quarterly installments (based on fiscal quarters of Employer), in arrears, with each quarterly payment or grant due within sixty (60) days (or in the case of the first quarter of each fiscal year, the ninety (90) days) following

the end of each fiscal quarter, subject to adjustment and true-up, if any, for actual overall annual performance based on annual audited results compared to quarterly Incentive Bonus amounts paid or granted; provided that no payment or grant with respect to 2013, other than the Initial Amount, shall be made until ninety (90) days following the end of 2013. For the avoidance of doubt, Measured Income will be as calculated consistently with Exhibit C hereto.

B. For three (3) years following the grant of any such equity payments or other equity compensation, all equity payments or other equity compensation provided to Employee under this Agreement will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of Employer (1) in effect from time to time generally applicable to executives of the Bank or (2) adopted pursuant to any such law, government regulation, order or stock exchange listing requirement) or by agreement with, or consent of, Employee.

C. For purposes this Agreement, the “Hurdle Amount” shall mean (i) prior to the acquisition, if any, by Bancorp and/or Bank of CS (in whole or in part) pursuant to either the CS Option (as defined below) or an agreement executed on or prior to December 31, 2013, $5.4 million, (ii) following the acquisition, if any, by Bancorp and/or Bank of CS (in whole or in part) pursuant to either the CS Option (as defined below) or an agreement executed on or prior to December 31, 2013, the Hurdle Amount otherwise in effect at such time plus 20% of the gross purchase price (without adjustment pursuant to Section 4(c) or otherwise) to be paid by Bancorp and/or Bank in such acquisition and (iii) following each and every other acquisition by (or other business combination involving) Bancorp and/or Bank following the date hereof of (or with or by) any business in or with the same or related line(s) of business as the Employer’s Residential Lending Business (including, for the avoidance of doubt, the acquisition (in whole or in part) of CS other than as contemplated by the immediately preceding clause (ii)), the Hurdle Amount otherwise in effect at such time (which could be zero (0)) plus such amount as reasonably determined in good faith by the Bank Board and Compensation Committee (including with respect to an appropriate and equitable “sunset” provision with respect to such additional Hurdle Amount), in view of an 20% return on equity for Bancorp and/or Bank, as applicable.

D. Notwithstanding clause C. above:

(i) the Hurdle Amount shall be cumulative on an annual basis, such that if, in any fiscal year, the applicable Hurdle Amount exceeds the Measured Income (such excess, the “Catch-Up Amount”) with respect to such year (a “Subject Year”), the Hurdle Amount applicable to the immediately following fiscal year shall for all purposes additionally include the Catch-Up Amount (and this clause (i) shall be continue to be applied for each subsequent fiscal

year, cumulatively, using the Hurdle Amounts as increased by this clause (i)). Any increases in the Hurdle Amounts by virtue of such Catch-Up Amounts shall cease to apply once the aggregate Measured Income in respect of the Subject Year and all subsequent fiscal years through and including the fiscal year in question (such period of years, the “Measurement Period”) equals or exceed the aggregate Hurdle Amounts (without giving effect to any increases to the Hurdle Amounts as a result of such Catch-Up-Amounts) in respect of the entire Measurement Period (an “Equalization Event”); provided, that, for the avoidance of doubt, following any Equalization Event, this clause (i) will again become triggered and effective if and when any subsequent fiscal year qualifies as a Subject Year; and

(ii) without limiting Section 3(b)(iii)(C)(iii) above, (A) if Bancorp and/or Bank do not acquire or agree to acquire CS on or prior to December 31, 2013, (x) Section 3(b)(iii)(C)(ii) above shall not apply and (y) Section 3(b)(iii)(C)(i) above shall no longer apply from and after the quarter immediately following the quarter in which Cumulative Operating Profits in excess of the applicable Hurdle Amounts exceeds, in the aggregate, $15.5 million, and (B) if Bancorp and/or Bank do acquire or agree to acquire CS on or prior to December 31, 2013, Sections 3(b)(iii)(C)(i) and 3(b)(iii)(C)(ii) above shall no longer apply from and after the quarter immediately following the quarter in which Cumulative Operating Profits in excess of any applicable Hurdle Amount exceeds, in the aggregate, $25.5 million. In addition, from and after the occurrence of the events contemplated by Section 3(b)(iii)(D)(ii)(A)(y) or Section 3(b)(iii)(D)(ii)(B), the Generation Shortfall deduction from Measured Income under Section 3(b)(iii)(A) shall be eliminated.

E. With respect to any fiscal year, the “Generation Shortfall” in respect of such fiscal year shall mean the excess, if any, of (1) $1.5 million over (2) the Measured Income in respect of such year, but solely to the extent such Measure Income is generated by loan officers, loan production offices or origination channels who or which, as applicable, were newly added to Employer’s Residential Lending Division subsequent to December 31, 2012.

F. For purposes of this Agreement, “Cumulative Operating Profits” means, as of any date of measurement, cumulative operating profits (as determined in good faith by the Bank Board and the Compensation Committee, in consultation with the Chief Financial Officer of Bancorp and/or Bank) generated from and after the date hereof by originations held for sale by the Employer’s Residential Lending Division (including CS if acquired by Bank, Bancorp or a controlled affiliate and for the avoidance of doubt, net of all compensation to employees of such Residential Lending Division (including Executive)). For the avoidance of doubt, Cumulative Operating Profits will be calculated consistently with Exhibit D hereto.

(iv) Initial Restricted Stock Grant . On the first business day of the month immediately following the approval by shareholders of the Omnibus Incentive Plan at the 2013 annual meeting of shareholders of Bancorp (the “Grant Date”), the Executive shall be awarded a one-time signing bonus in the form of a grant under the Omnibus Incentive Plan of 50,000 shares of restricted voting common stock of Bancorp, which shares shall vest in five equal annual installments of 10,000 shares on each of the first, second third, fourth and fifth anniversary dates

of the Effective Date, subject to the Executive’s continued employment through the applicable vesting date (the “Initial Restricted Stock Grant”). The terms of the Initial Restricted Stock Grant shall be subject to the terms of the final restricted stock award agreement evidencing the Initial Restricted Stock Grant, a form of which shall be attached hereto as Appendix A (the “Restricted Stock Agreement”). In the event of a conflict between the Restricted Stock Agreement and this Agreement, the terms of the Restricted Stock Agreement shall control. In the event that shareholders do not approve the Omnibus Incentive Plan at the 2013 annual meeting of shareholders of Bancorp, in lieu of the Initial Restricted Stock Grant the Executive shall be granted, on the Grant Date, 50,000 cash-settled restricted stock units based on shares of common stock of Bancorp on substantially the same terms and conditions as the Initial Restricted Stock Grant.

(v) Initial Stock Option Grant . On the Effective Date, Executive shall receive an inducement grant of non-qualified stock options for the purchase of 100,000 shares of Bancorp’s voting common stock at an exercise price per share equal to the closing market price per share of Bancorp’s common stock on the Effective Date, which stock options shall vest and become exercisable in five equal annual installments of 20,000 shares on each of the first, second, third, fourth and fifth anniversary dates of the Effective Date, subject to the Executive’s continued employment through the applicable vest date (the “Initial Stock Option Grant”). The terms of the Initial Stock Option Grant shall be subject to the terms of the final stock option award agreement evidencing the Initial Stock Option Grant, a form of which shall be attached hereto as Appendix B (the “Stock Option Agreement”). In the event of a conflict between the Stock Option Agreement and this Agreement, the terms of the Stock Option Agreement shall control.

(vi) Equity Awards . During the Employment Period, the Executive shall be eligible to participate in Bancorp’s equity compensation plans as may be in effect from time to time.

(vii) Other Employee Benefit Plans . During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in all benefits under all plans, practices, policies and programs provided by Employer on a basis that is no less favorable than those generally applicable or made available to executives of Employer. The Executive shall be eligible for participation in fringe benefits and perquisite plans, practices, policies and programs (including, without limitation, expense reimbursement plans, practices, policies and programs) on a basis that is no less favorable than those generally applicable or made available to executives of Employer, provided that business travel, meal expenses and business accommodations shall be in the Executive’s reasonable discretion and shall include premium cabin air travel.

(viii) Beneficiaries . From time to time, by signing a form furnished by Employer, Executive may designate any legal or natural person or persons (who may be designated contingently or successively) to whom to transfer any outstanding equity awards held by Executive at the time of his death. If Executive fails to designate a beneficiary as provided above, or if the designated beneficiary dies before Executive or before complete payment or settlement of the outstanding equity awards, the outstanding equity awards held by Executive shall be transferred to Executive’s estate. For purposes of this Agreement, the term “designated beneficiary” means the person or persons designated by Executive as his beneficiary in the last effective beneficiary designation form filed with Employer, or if Executive has failed to designate a beneficiary, the Executive’s estate.

4. Option to Acquire CS Financial and Affiliated Entities . The Executive hereby grants, on behalf of himself and on behalf of CS (with respect to which the Executive represents and warrants he is, and until at least December 31, 2013 (the period from and after the date hereof and until December 31, 2013, the “Subject Period”) will remain, the Chief Executive Officer, Chairman of the Board and controlling shareholder) and CS’s other shareholders, Bancorp and Bank (collectively, the “Acquiror”) the exclusive option (the “CS Option”), exercisable in Acquiror’s sole discretion pursuant to written notice delivered to the Executive and CS on or prior to the 120 day anniversary of the Effective Date (the “Option Period”), to acquire CS (including, for the avoidance of doubt any and all direct or indirect interests of CS in CS’s subsidiaries and CS Related Entities and any other entity) (the acquisition by Acquiror of CS, regardless of whether pursuant to the CS Option, the “CS Financial Acquisition”). During the Subject Period, the Executive shall, and shall cause CS and their respective representatives to, provide Bancorp and its advisors and representatives all necessary and/or appropriate due diligence and other information and access requested by Acquiror or its representatives to evaluate the CS Financial Acquisition and/or any aspect thereof (including, without limitation, as to valuation). For the avoidance of doubt, the CS Option shall be exercisable in the Acquiror’s sole and absolute discretion, and nothing herein or otherwise shall be interpreted to obligate the Acquiror or any of its affiliates to exercise the CS Option in any respect.

(a) To the extent the CS Option is exercised during the Option Period pursuant to the immediately preceding paragraph, the purchase price applicable to the CS Financial Acquisition shall be $10,000,000. The purchase price determined by this Section 4(a) shall be referred to as the “Purchase Price” and shall be subject to adjustment as set forth below in this Section 4 and shall be paid to the shareholders of CS on a pro rata basis, based on each such shareholder’s ownership interest in CS.

(b) In the event that Acquiror shall have exercised the CS Option, Acquiror shall, upon Closing, pay the Purchase Price in the combination of Bancorp common stock and cash described in this paragraph (b); provided that the Bancorp common stock (1) shall be valued for this purpose based on the volume weighted average trading price of Bancorp common stock on the NASDAQ over the 10-day period ending on (and including) the business day immediately preceding the date on which Acquiror exercises the CS Option and (2) shall represent 80% of the total Purchase Price, or such other percentage (no less than 51%) mutually agreed in writing by Acquiror and CS. 60% of the total Purchase Price that is paid in shares of Bancorp common stock shall be distributed on the Closing Date (as defined below) and the remainder shall be distributed: (A) 1/3 upon the later of the first anniversary of the Closing Date and the date on which originations held for sale by the Employer’s Residential Lending Division (beginning from and after the Closing Date) equal at least $1 billion (excluding the direct impact of any acquisition or business combination activity involving the Employer’s Residential Lending Division from and after the date hereof other than the CS Financial Acquisition); (B) 1/3 upon the later of the second anniversary of the Closing Date and the date on which originations held for sale by the Employer’s Residential Lending Division (beginning from and after the Closing Date) equal at least $2 billion (excluding the direct impact of any acquisition or business combination activity involving the Employer’s Residential Lending Division from and after the

date hereof other than the CS Financial Acquisition); and (C) 1/3 shall vest upon the later of the third anniversary of the Closing Date and the date on which originations held for sale by the Employer’s Residential Lending Division (beginning from and after the Closing Date) equal at least $3 billion (excluding the direct impact of any acquisition or business combination activity involving the Employer’s Residential Lending Division from and after the date hereof other than the CS Financial Acquisition). Moreover, in consideration of the substantial expenditures of time, effort and expenses to be undertaken by Executive in order to consummate, and prepare for the consummation of (including, without limitation, as to integration), the CS Financial Acquisition during the period between the exercise, if any, of the CS Option and the Closing, in the event that the Acquiror exercises the CS Option, during the period beginning on the date of exercise of the CS Option and ending upon the earlier of (x) the date immediately prior to the Closing Date and (y) the date of the termination of the CS Financial Acquisition contemplated by the CS Option exercise without the Closing having occurred, the Acquiror shall pay the Executive, on a monthly basis, an amount in cash equal to $25,000, pro-rated for any partial month(s).

(c) In the event that Acquiror shall have exercised the CS Option, the closing of the CS Financial Acquisition (the “Closing”) shall take place on a date determined by Acquiror that is no later than the 90 ^th day following the exercise of the CS Option, provided that such date may be extended to the extent necessary for the obtainment of all required regulatory approvals (such date of the Closing, the “Closing Date”), but not beyond February 28, 2014 without the consent of Executive (not to be unreasonably withheld, conditioned or delayed). The Closing shall be subject to customary closing conditions, including the receipt of all required regulatory approvals, the accuracy of the sellers’ and CS’ representations and warranties, compliance by the sellers and CS with customary covenants, and the entry into by Bancorp and/or Bank with each of the individuals set forth on Schedule 1 to this Agreement of an employment agreement on terms reasonably satisfactory to Acquiror, providing for the employment of such individuals with Bancorp and/or Bank for a period of three years following the Closing Date. In addition, any retention, change of control, severance or similar payments required or made in connection with the Closing in respect of the individuals set forth on Schedule 1 shall be subject to Executive’s approval (not to be unreasonably withheld, conditioned or delayed) and reduce the total Purchase Price on a dollar for dollar basis.

(d) In consideration of the substantial expenditures of time, effort and expenses to be undertaken by Employer in its evaluation and consideration of the CS Financial Acquisition, Executive agrees that during the Subject Period, (1) he shall not, and shall cause CS, the CS Related Entities and its and their respective officers, directors, affiliates, employees, representatives, shareholders, members, partners and agents not to, directly or indirectly, solicit, initiate, facilitate or participate in any way in discussions or negotiations with, or provide any information or assistance to or enter into any agreement or arrangement with, any person or group of persons (other than Bancorp and/or Bank) concerning any acquisition (in whole or part) of CS or any CS Related Entities or any of their respective subsidiaries or affiliates, the issuance of any securities of CS, any CS Related Entity or any of their respective subsidiaries or affiliates, the sale of any part of the assets or properties of CS, any CS Related Entity or any of their respective subsidiaries or affiliates outside the ordinary course of its business, or any merger, consolidation, liquidation, dissolution or similar transaction involving CS, any CS Related Entity or any of their respective subsidiaries or affiliates, or assist in or participate in, facilitate or

encourage any efforts or attempts by any other person to do or seek to do any of the foregoing and (2) if desired by Bancorp and/or Bank, he shall, and shall cause CS, the CS Related Entities and its and their respective officers, directors, affiliates, employees, representatives, shareholders, members, partners and agents to, engage in exclusive discussions with Bancorp and/or Bank with respect to a potential CS Financial Acquisition, including in view of the fair market value of CS on a stand-alone (and cash-free) basis, as determined by Sterne Agee, or such other independent third party approval firm or investment bank selected by Acquiror and reasonably approved by Executive (such approval not to be unreasonably withheld or delayed). Executive will promptly inform Bancorp if he, CS, any CS Related Entity or any of their respective subsidiaries, affiliates or representatives is approached with respect to, or otherwise made aware of, any such solicitation, discussions or inquiries. In addition, during the Subject Period (and if the CS Option is exercised, until the Closing), Executive shall, and shall cause CS to, use commercially reasonable efforts to preserve intact CS’ business organizations and the goodwill of its customers, suppliers and others having business relations with it.

(e) Upon Bancorp’s exercise, if any, of the CS Option, Executive shall and shall cause CS and each of CS’ other shareholders to enter in and deliver all necessary and appropriate definitive documentation in order to effectuate the CS Financial Acquisition in accordance with the terms and conditions of this Section 4, including without limitation a definitive acquisition agreement providing for customary representations, warranties, covenants, indemnities and conditions for transactions of this type and consistent with the terms and conditions of this Section 4, and such other certificates, documents and instruments at the Closing as are necessary and/or customary to give effect to the transactions contemplated by this Section 4; provided, that, other than in the case of fraud or willful breach, in no event will any CS shareholder have any personal liability in respect of any representation or warranty of CS in excess of 15% of such CS shareholder’s portion of the total Purchase Price.

(f) Executive hereby represents and warrants to Bancorp and Bank that he has all necessary corporate and other power and authority, including all authorization necessary under CS’ governing documents and applicable law, to make the agreements and undertakings in this Section 4 on behalf of himself, CS and the other CS shareholders in order to approve and effectuate the consummation of the CS Financial Acquisition in accordance with the terms of this Section 4 without further approvals of CS or any of its other shareholders, and the CS Related Entities, and that this Agreement (including without limitation this Section 4) is a valid and binding obligation of Executive and (for purposes of this Section 4) CS and the other shareholders of CS, and the CS Related Entities, enforceable against Executive and (for purposes of this Section 4), CS and the other shareholders of CS, and the CS Related Entities, in accordance with its terms. Simultaneously with the execution and delivery of this Agreement, CS has delivered to Bancorp an irrevocable acknowledgement and agreement with respect to all matters set forth in this Agreement, including without limitation this Section 4, Section 3(a) and Section 9.

(g) Regardless of whether or not Bancorp exercises the CS Option, Executive hereby agrees, on behalf of himself and on behalf of CS and the other shareholders thereof, that from and after the date hereof, CS shall, and Executive shall cause CS to, forthwith eliminate the potential for conflicts of interest between Bank retail branches and CS’s DirectPath retail locations by assigning all rights and intellectual property in, under and/or relating to CS’s

DirectPath business to Acquiror, and Acquiror shall have the right, but not the obligation, to elect (the “Direct Path Option”) to assume and acquire any and/or all rights, contracts (including employee contracts), and assets in, under or relating to the CS’s DirectPath business at fair market value determined by Sterne Agee, or such other independent third party approval firm or investment bank selected by Acquiror and reasonably approved by Executive (such approval not to be unreasonably withheld or delayed), which determination shall be final and binding upon CS, the Executive, the other shareholders of CS and Acquiror. Any such rights, contracts and assets not assumed or acquired by Acquiror pursuant to the Direct Path Option shall be forthwith disposed of by CS on or before December 31, 2013, and from and after the date hereof, there shall be no new locations opened by CS without Acquiror’s express written consent. For the avoidance of doubt, clauses (e) and (f) above shall, and hereby do, apply to the Direct Path Option and the other matters set forth in this clause (g) mutatis mutandis .

(h) The Acquiror and Executive (on behalf of himself and on behalf of CS and the other shareholders thereof) expressly agree that each of the Acquiror, on the one hand, and the shareholders of CS on the other hand, shall pay their own respective fees, costs and expenses incident to the CS Financial Acquisition (in the case of CS shareholders, whether incurred by such shareholders or by CS), including the negotiation, preparation and consummation thereof, including the fees and expenses of their counsel, accountants and other experts; provided , that Employer agrees to pay all reasonable and documented legal fees incurred by Executive in connection with the negotiation of this Agreement.

(i) Executive shall be entitled to cause CS to distribute all cash on hand to the CS shareholders immediately prior to closing of the CS Financial Acquisition.

(j) In the event that the CS Option is exercised, the Executive agrees that the structure of the related CS Financial Acquisition may be altered by the Acquiror to an asset purchase or otherwise in view of such alternative structure(s) being beneficial to the parties from tax, accounting, regulatory or other substantive perspectives.

(k) Other than clauses (d), (f) and (h) above, the provisions of this Section 4 shall terminate and be of no further force and effect upon the effectiveness of a Non-Acquisition Termination.

5. Termination of Employment . (a) Death or Disability . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If Employer determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide the Executive with written notice in accordance with Section 11(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with Employer shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with Employer on a full-time basis for 90 consecutive, or a total of 180 days in any 12 month period, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by Employer or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) Cause; Non-Acquisition Event . (1) Employer may terminate the Executive’s employment during the Employment Period either with or without Cause, and (2) either Employer or the Executive may terminate Executive’s employment by delivering the applicable Notice of Termination pursuant to clause (d) below during the sixty day period following a Non-Acquisition Event (any such termination pursuant to this clause (2) a “Non-Acquisition Termination”). For purposes of this Agreement, “Cause” shall mean:

(i) the Executive is convicted of, or pleads guilty or nolo contendere to a charge of commission of a felony involving moral turpitude or securities or banking laws;

(ii) the Executive has engaged in willful gross neglect or willful gross misconduct in carrying out his duties, which is reasonably expected to result in material economic or material reputational harm to Employer;

(iii) the Executive is subject to an action taken by a regulatory body or a self-regulatory organization which materially impairs or prevents the Executive from performing his duties with Employer that are required under this Agreement; or

(iv) The Executive materially breaches any provision of this Agreement.

For purposes of this Section 5(b), no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of Employer. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Bancorp Board, the Bank Board or upon the instructions of the Bancorp Board, Bank Board or the Bank CEO or based upon the advice of counsel for Employer shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of Employer. In order to invoke a termination for Cause on any of the grounds enumerated under Section 5(b)(ii) or Section 5(b)(iv), Employer must provide written notice to the Executive of the existence of such grounds within 30 days following Employer’s knowledge of the existence of such grounds, specifying in reasonable detail the grounds constituting Cause, and the Executive shall have 30 days following receipt of such written notice during which he may remedy the ground if such ground is reasonably subject to cure.

In addition, for purposes of this Agreement, a “Non-Acquisition Event” shall be deemed to have occurred if, as of the 121 day anniversary of the Effective Date, the CS Option shall not have been exercised (or, if exercised, the CS Financial Acquisition contemplated thereby shall have been terminated on or prior to the 121 day anniversary of the Effective Date).

(c) Good Reason . The Executive’s employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean, in the absence of a written consent of the Executive, any of the following:

(i) the assignment to the Executive of any duties materially inconsistent with the Executive’s position (including status, offices, titles and reporting requirements, in the context of

the Employer’s Residential Lending Division and/or any other residential mortgage lending business established or acquired after the date hereof by Bank and/or Bancorp or their controlled affiliates), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, or any other action by Employer which results in a material diminution in such position, authority, duties or responsibilities;

(ii) any material breach of any of the provisions of Section 3(b) of this Agreement;

(iii) any requirement by Employer that the Executive’s services be rendered primarily at a location or locations other than Santa Monica, Beverly Hills or Irvine, California; or

(iv) any failure by Employer to comply with Section 10(c) of this Agreement.

In order to invoke a termination for Good Reason, the Executive shall provide written notice to Employer of the existence of one or more of the conditions described in clauses (i) through (iv) within 90 days following the Executive’s knowledge of the initial existence of such condition or conditions and Employer shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition if such condition is reasonably subject to cure. In the event that Employer fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) must occur, if at all, within 60 days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.

(d) Notice of Termination . Any termination by Employer for Cause, or by the Executive for Good Reason, or by Employer or the Executive as a Non-Acquisition Termination shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or Employer to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason, Cause or a Non-Acquisition Event, as applicable, shall not waive any right of the Executive or Employer, respectively, hereunder or preclude the Executive or Employer, respectively, from asserting such fact or circumstance in enforcing the Executive’s or Employer’s rights hereunder.

(e) Date of Termination . “Date of Termination” means (i) if the Executive’s employment is terminated by Employer for Cause, or by the Executive with or without Good Reason (other than as a Non-Acquisition Termination), or by Employer or the Executive as a Non-Acquisition Termination, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be, (ii) if the Executive’s employment is terminated by Employer other than for Cause or Disability (and other than a Non-Acquisition

Termination), the Date of Termination shall be the date on which Employer notifies the Executive of such termination and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

6. Obligations of Employer upon Termination . (a) Good Reason; Other Than for Cause, Death or Disability; Non-Acquisition Termination . If, during the Employment Period, Employer shall terminate the Executive’s employment other than for Cause, death or Disability, the Executive shall terminate employment for Good Reason or the Executive or Employer shall terminate employment as a Non-Acquisition Termination:

(i) Employer shall pay to the Executive the aggregate of the following amounts:

A. to the extent not previously paid, in a lump sum in cash within 30 days after the Date of Termination, the sum of (1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Executive’s business expenses that have not been reimbursed by Employer as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Employer policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs to the extent such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3), shall be hereinafter referred to as the “Accrued Obligations”); and

B. to the extent not previously paid, in a lump sum in cash no later than March 15 of the year following the year in which the Date of Termination occurs, subject to the achievement of any applicable performance goals required in order for the bonus to be deductible by reason of qualifying for the “performance-based” compensation exception of Section 162(m) of the Code, the product of (1) the Target Bonus (determined as though the Executive remained employed by Employer through the year in which the Date of Termination occurs) and (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 (the “Pro Rata Bonus”); and

(ii) Other than in a Non-Acquisition Termination, Employer shall pay to the Executive an amount equal to the product of (1) one and one-half and (2) the sum of (x) the Executive’s Annual Base Salary and (y) 400% of the quarterly installment of the Incentive Bonus in respect of most recently completed fiscal quarter of Employer as of the Date of Termination; provided , that if a termination of the Executive’s employment described in this Section 6(a) (other than a Non-Acquisition Termination) occurs within two years immediately following a Change of Control (as defined on Exhibit A hereto), in lieu of the forgoing amount, Employer shall pay to the Executive an amount equal to the product of (1) two and (2) the sum of the Executive’s Annual Base Salary and the Target Bonus; provided , further that the

applicable amount payable pursuant to this sub-clause (ii) shall be payable in equal installments over the twenty-four (24) month period immediately following the last day of the Executive’s employment by Employer in accordance with Employer’s normal payroll policies;

(iii) Other than in a Non-Acquisition Termination elected by the Executive, any equity-based awards granted to the Executive shall vest and become free of restrictions immediately, and any stock options or stock appreciation rights granted to the Executive shall be exercisable for the remainder of their ten year term, without regard to any provisions relating to earlier termination of the stock options or stock appreciation rights based on termination of employment (the “Equity Benefits”); provided, that in the case of a Non-Acquisition Termination elected by Employer, Equity Benefits shall be limited solely to the vesting of the Initial Restricted Stock Grant and the Initial Stock Option Grant, in each case that would have occurred had the Employee remained employed with the Employer pursuant to the terms hereof through the first anniversary of the Effective Date;

(iv) Other than in a Non-Acquisition Termination, for either (A) the eighteen-month period following the Date of Termination or, (B) if a termination of the Executive’s employment described in this Section 6(a) occurs within two years immediately following a Change of Control, the two-year period following the Date of Termination, Employer shall continue to provide medical and dental benefits to the Executive and his eligible dependents as if the Executive remained an active employee of Employer, (collectively “Welfare Benefits”); and

(v) to the extent not theretofore paid or provided, Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of Employer and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with Employer.

(b) Death . If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for (i) payment of Accrued Obligations, (ii) the timely payment or provision of Other Benefits, (iii) payment of the Pro Rata Bonus, (iv) the Welfare Benefits and (v) the Equity Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination and the Pro Rata Bonus shall be paid to the Executive’s estate or beneficiary, as applicable, on the date specified in Section 6(a)(i). With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(b) shall include death benefits for which Employer pays as in effect on the date of the Executive’s death and the continued provision of the Welfare Benefits.

(c) Disability . If the Executive’s employment is terminated by Employer by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations, (ii) the timely payment or provision of Other Benefits, (iii) payment of the Pro Rata Bonus, (iv) the Welfare Benefits and (v) the Equity Benefits. Accrued Obligations shall be paid

to the Executive or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination and the Pro Rata Bonus shall be paid to the Executive or his estate or beneficiary, as applicable, on the date specified in Section 6(a)(i). With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and the continued provision of Welfare Benefits.

(d) Cause; Other than for Good Reason . If the Executive’s employment shall be terminated by Employer for Cause or the Executive terminates his employment without Good Reason during the Employment Period (other than as a Non-Acquisition Termination), this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) the Accrued Obligations through the Date of Termination and (ii) Other Benefits, in each case to the extent theretofore unpaid. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Any amounts payable by Employer to the Executive pursuant to Section 6(a)(ii) shall be subject to and conditioned upon the Executive signing and delivering (and not revoking) to Employer a general release and waiver (in the form attached as Exhibit B ) and the first payment pursuant to Section 6(a)(ii) shall be made on the 55 ^th day following the Date of Termination (the “Initial Payment Date”), with any payments that would have otherwise been made during the period between the Date of Termination and the Initial Payment Date to be paid in a lump sum on the Initial Payment Date.

7. Full Settlement . Employer’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which Employer may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not the Executive obtains other employment. Employer agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest by Employer, any affiliates or their respective predecessors, successors or assigns, the Executive, his estate, beneficiaries or their respective successors and assigns of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement); provided, that the Executive prevails on at least one material claim.

8. Section 280G . (a) Notwithstanding anything in this Agreement to the contrary, in the event that the Accounting Firm shall determine that receipt of all Payments would subject the Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments shall be reduced to such Reduced Amount.

(b) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, Bancorp, Bank or one of its subsidiaries shall promptly give the Executive notice to that effect and a copy of the detailed calculation

thereof, and the Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount); provided , that the Executive shall not be permitted to elect to reduce any Agreement Payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, and shall advise Employer in writing of his election within ten days of his receipt of notice. If no such election is made by the Executive within such ten-day period, Employer shall reduce the Agreement Payments in the following order: (1) by reducing benefits payable pursuant to Section 6(a)(i)(B) of the Agreement and then (2) by reducing amounts payable pursuant to Section 6(a)(ii). All determinations made by the Accounting Firm under this Section 8 shall be binding upon Employer and the Executive and shall be made within 60 days of the Executive’s Date of Termination. In connection with making determinations under this Section 8, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change of Control, including any non-competition provisions that may apply to the Executive and Employer shall cooperate in the valuation of any such services, including any non-competition provisions.

(c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by Employer to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by Employer to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against Employer or the Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by Employer to or for the benefit of the Executive shall be repaid by the Executive to Employer; provided , however , that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by Employer to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(d) All fees and expenses of the Accounting Firm in implementing the provisions of this Section 8 shall be borne by Employer.

(e) Definitions . The following terms shall have the following meanings for purposes of this Section 8.

(i) “Accounting Firm” shall mean a nationally recognized certified public accounting firm that is mutually agreed to by Employer and the Executive for purposes of making the applicable determinations hereunder, which firm shall not be a firm serving as accountant or auditor for the individual, entity or group effecting the Change of Control;

(ii) “Agreement Payment” shall mean a Payment paid or payable pursuant to this Agreement (disregarding this Section 8);

(iii) “Net After-Tax Receipt” shall mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Executive shall certify, in the Executive’s sole discretion, as likely to apply to the Executive in the relevant tax year(s);

(iv) A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise;

(v) “Present Value” of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code; and

(vi) “Reduced Amount” shall mean the amount of Agreement Payments that (x) has a Present Value that is less than the Present Value of all Agreement Payments and (y) results in aggregate Net After-Tax Receipts for all Payments that are greater than the Net After-Tax Receipts for all Payments that would result if the aggregate Present Value of Agreement Payments were any other amount that is less than the Present Value of all Agreement Payments.

9. Confidential Information; Non-Solicit of Employees; Corporate Opportunities . (a) The Executive shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by Employer or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with Employer, the Executive shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those designated by it or as may be required by applicable law, court order, a regulatory body or arbitrator or other mediator.

(b) During the period beginning on the date hereof and ending upon the second anniversary following the Date of Termination, but without limitation to any of the Executive’s other duties or obligations to Employer or any of its affiliated companies, the Executive shall not, without the prior written consent of Employer, directly or indirectly, solicit or encourage any person to leave his or her employment with Bancorp or Bank or any of their subsidiaries or assist in any way with the hiring of (i) any Bancorp or Bank employee (or any employee of any of their subsidiaries) by any other business (including without limitation CS or any CS Related Entity) (a “Relevant Person”) or (ii) any person who was a Relevant Person at

any time during the twelve (12) month period preceding such hiring or solicitation. This Section 9(b) shall not apply solely in the event of a Non-Acquisition Termination elected by Employer, and shall end upon the first anniversary following the Date of Termination solely in the event of a Non-Acquisition Termination elected by Executive ( provided , that during such one-year period, this Section 9(b) shall not apply to Neil Mendelsohn, Paul Lyons and Blake Scheifele).

(c) During the period beginning on the date hereof and ending upon the Date of Termination, but without limitation to any of the Executive’s other duties or obligations to Employer or any of its affiliated companies, with respect to any business opportunities involving business activities or lines of business that are the same as or similar to those pursued by, or competitive with, Bank, Bancorp or any of their subsidiaries, that are from time to time presented to Executive (irrespective of whether in his capacity as an executive and/or director of Employer or any of its affiliated entities), to the extent that such business opportunities are ones that Bank, Bancorp or any of their subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so (each, an “Opportunity”), Executive shall be obligated to communicate such Opportunity to Bank, and Executive shall not be permitted to directly or indirectly (including without limitation through CS or any CS Related Entity) pursue such Opportunity unless the Bank Board and Bancorp Board shall have affirmatively declined such Opportunity. For clarification, none of Bancorp, Bank or any or their subsidiaries renounces or waives its ability to pursue, compete for, acquire or otherwise undertake any opportunity, and Bancorp, Bank and their subsidiaries may do so, whether or not such opportunity is presented or offered to them or to any other person, including those mentioned above.

(d) The obligations of Employer to make the severance payments to the Executive under Section 6 of this Agreement shall be conditioned upon and subject to the Executive’s compliance with all of the terms of this Section 9 and the release described in Section 6.

(e) Notwithstanding the foregoing clause (d), the Executive acknowledges that Employer would be irreparably injured by any violation of this Agreement, including Section 9, and the Executive hereby acknowledges and agrees that, in addition to any other remedies available to it for any breach or threatened breach of this Agreement, including Section 9, Employer shall be entitled, without posting any bond or proof of damages, to a preliminary or permanent injunction, restraining order, and/or other equitable or specific performance based relief, restraining the Executive from any actual or threatened breach of this Agreement, including Section 9.

10. Successors . (a) This Agreement is personal to the Executive and without the prior written consent of Employer shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives, heirs or legatees.

(b) This Agreement shall inure to the benefit of and be binding upon Bancorp, Bank and their respective successors and assigns.

(c) Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Bank to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Bank would be required to perform it if no such succession had taken place. As used in this Agreement, “Bank” shall mean Bank .as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11. Miscellaneous . (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to principles of conflict of laws. If, under any such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or altered to conform thereto. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


If to the Executive:		At the most recent address
		on file at Employer.

If to Employer:		Pacific Trust Bank
		18500 Von Karman Ave, Suite 1100
		Irvine, California 92612
		ATTN: Chief Executive Officer

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) Employer may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) Any provision of this Agreement that by its terms continues after the expiration of the Employment Period or the termination of the Executive’s employment shall survive in accordance with its terms.

(f) Notwithstanding anything herein to the contrary, the compensation or benefits provided under this Agreement are subject to modification, as necessary to comply with requirements imposed by Bancorp’s or Bank’s boards of directors to comply with the “Final Interagency Guidance on Sound Incentive Compensation Policies” issued on an interagency

basis by the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, effective June 25, 2010, or any amendment, modification or supplement thereto, which shall be deemed to include, without limitation, any rules adopted pursuant to Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(g) If Executive determines, in good faith, that any compensation or benefits provided by this Agreement may result in the application of section 409A of the Code, Executive shall provide written notice thereof (describing in reasonable detail the basis therefor) to Employer, and Employer shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and without any diminution in the value of the payments to the Executive. Any payments that, under the terms of this Agreement, qualify for the “short-term” deferral exception under Treasury Regulations Section 1.409A-1(b)(4), the “separation pay” exception under Treasury Regulations Section 1.409A-1(b)(9)(iii) or any other exception under Section 409A of the Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Executive is considered a ‘specified employee’ within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day the Executive’s separation from service (provided that any accrued installments that would otherwise be payable during that six-month period are paid at the end of such period) or (ii) the Executive’s death. In no event shall the date of termination of the Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination. All reimbursements provided under this Agreement shall be provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year; (B) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and (C) the right to any reimbursement will not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, Employer makes no representation or covenant to ensure that the payments and benefits under this Agreement are exempt from, or compliant with, Section 409A of the Code.

[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to authorization from its respective board of directors, each of Bancorp and Bank has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.


		JEFFREY SEABOLD

		/s/ Jeffrey Seabold


		PACIFIC TRUST BANK

		By		/s/ Robert M. Franko
		Name:		ROBERT M. FRANKO
		Title:		President & CEO

Schedule 1

Marc Cohen

EXHIBIT A

DEFINITION OF CHANGE OF CONTROL

For the purposes of this Agreement “Change of Control” means:

(i) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (a) the then-outstanding shares of common stock of Bancorp (the “Outstanding Bancorp Common Stock”) or (b) the combined voting power of the then-outstanding voting securities of Bancorp entitled to vote generally in the election of directors (the “Outstanding Bancorp Voting Securities”); provided , however , that, for purposes of this Section 1(d), the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Bancorp, (x) any acquisition by the Bancorp, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Bancorp or any company affiliated with Bancorp or (z) any acquisition pursuant to a transaction that complies with clauses (iii)(a), (iii)(b) and (iii)(c) below;

(ii) Individuals who, as of the Effective Date, constitute the Bancorp Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Bancorp Board; provided , however , that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by Bancorp’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Bancorp or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Bancorp, or the acquisition of assets or stock of another entity by Bancorp or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (a) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Bancorp Common Stock and the Outstanding Bancorp Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, greater than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns Bancorp or all or substantially all of Bancorp’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Bancorp Common Stock and the Outstanding Bancorp Voting Securities, as the case may be, (b) no Person (excluding any corporation resulting from such Business Combination or any employee

benefit plan (or related trust) of Bancorp or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (c) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv) Approval by the stockholders of Bancorp of a complete liquidation or dissolution of Bancorp.

A-2

Exhibit B

GENERAL RELEASE

In consideration of the payments and benefits to which Jeffrey Seabold (the “Executive”) is entitled under the employment agreement entered into by and among the Executive and Pacific Trust Bank (“Bank”), dated as of May 13, 2013 (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 First PacTrust Bancorp, 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”).

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.

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 compensation plan, all of which shall remain in effect in accordance with their terms);

obligations to indemnify the Executive respecting acts or omissions in connection with the Executive’s service as a director, officer or employee of the Affiliated Entities; obligations with respect to insurance coverage under any of the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies; or any right Executive may have to obtain contribution in the event of the entry of judgment against Executive as a result of any act or failure to act for which both Executive and any of the Affiliated Entities are jointly responsible.

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.

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:

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.”

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.

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.

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.

B-2

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.

11.	Capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement.

B-3

IN WITNESS WHEREOF, the undersigned parties have executed this General Release.

EXECUTIVE

Voluntarily Agreed to and Accepted this

day of 20

[ ]

B-4

EXHIBIT C

Residential Lending Division


*Originations*
*Government*		*As calculated by Management currently*
*Conventional*		*As calculated by Management currently*

*Inside Closings*		*As calculated by Management currently*
*Inside # of Closings*		*As calculated by Management currently*

*Brokered*		*As calculated by Management currently*
*# of Brokered*		*As calculated by Management currently*

*Total Closings*		*As calculated by Management currently*
*Total # of Closings*		*As calculated by Management currently*

*Dollars Sold*		*As calculated by Management currently*
*Units Sold*		*As calculated by Management currently*

*GOS income*		*As calculated by Management currently*
*FV Mark*		*As calculated by Management currently*
*Total Gain on sale income*		*As calculated by Management currently*

*Origination Fees*		*As calculated by Management currently*
*Interest Arbitrage*		*As calculated by Management currently*
*Servicing Fees*		*As calculated by Management currently*
*MSR Valuation*		*As calculated by Management currently*
*Other Revenue*		*As calculated by Management currently*
*Total Revenue*		*As calculated by Management currently*

*Total Marketing/Revenue*		*As calculated by Management currently*

*Operating Expenses*
*Salaries & Related Expenses*		*As calculated by Ron/Kari currently (quarterly management review of payroll to allocate individuals to unit)*
*Commissions*		*As calculated by Management currently*
*Override*		*As calculated by Management currently*
*Incentive/Bonus*		*As calculated by Management currently*
*Direct Salaries*		*As calculated by Management currently*
*Stock Awards*		*As calculated by Management currently*
*Temp Help*		*As calculated by Management currently*
*Severence*		*As calculated by Management currently*
*Insur/Payroll Tax*		*As calculated by Management currently*
*Total Salary & Related*		*As calculated by Management currently*
		*Note: Mr. Seabold compensation to be excluded for Exhibit C, but included for Exhibit D*

EXHIBIT C

Residential Lending Division


*Other Employee Expense*
*Recruiting*		*As calculated by Management currently*
*Management Programs*		*As calculated by Management currently*
*Employee Education/Promo*		*As calculated by Management currently*
*License and Bond*		*As calculated by Management currently*
*Other*		*Conferences and misc.*
*Total Other Employee Expense*		*As calculated by Management currently*

*Occupancy Expense*		*As calculated by Ron/Kari currently (quarterly management review of facilities to allocate space to unit)*
*Rent-Buildings*		*As calculated by Management currently*
*Repairs & Maint*		*As calculated by Management currently*
*Depreciation/Costs of Owned Space*		*TBD if applicable*
*Total Occupancy Expense*		*As calculated by Management currently*

*Equipment Expenses*
*Equipment Maintenance*		*As calculated by Management currently*
*Equipment Rental/Lease*		*As calculated by Management currently*
*Personal Property Tax*		*As calculated by Management currently*
*Computer Expense*		*As calculated by Management currently*
*Depreciation Expense*		*As calculated by Management currently*
*Total Equipment Expense*		*As calculated by Management currently*
*Office Expenses*		*As calculated by Management currently*

*Business Development*
*Auto Travel Expense*		*As calculated by Management currently*
*Charitable Contributions*		*As calculated by Management currently*
*Business Meals*		*As calculated by Management currently*
*Business Development*		*As calculated by Management currently*
*Total Business Development*		*As calculated by Management currently*

*Loan Expense*
*Credit Reports*		*As calculated by Management currently*
*Credit Report Fees*		*As calculated by Management currently*
*Appraisal Expense*		*As calculated by Management currently*
*Appraisal Fees*		*As calculated by Management currently*
*Corp Admin*		*As calculated by Management currently*
*Underwriting - Automated*		*As calculated by Management currently*
*Loan Related Expense*		*As calculated by Management currently*
*Total Loan Expense*		*As calculated by Management currently*

*Loan Provision*		*As calculated by Management currently*

EXHIBIT C

Residential Lending Division


*Interest Expense Other*		*As calculated by Management currently*
*Provision For Loan Repurchase Losses*		*As calculated by Management currently*
*Total Provision*		*As calculated by Management currently*

*Administration Expense*		*As calculated by Management currently*
*Legal Expense*		*As calculated by Management currently*
*Accounting & Auditing*		*As calculated by Management currently*
*Data Processing*		*As calculated by Management currently*
*Bank Charges*		*As calculated by Management currently*
*Insurance*		*As calculated by Management currently*
*Postage*		*As calculated by Management currently*
*Telephone*		*As calculated by Management currently*
*Office Supplies*		*As calculated by Management currently*
*Printing/ Copy Cost*		*As calculated by Management currently*
*Dues and Subscription*		*As calculated by Management currently*
*Consulting Fees*		*As calculated by Management currently*
*Moving Expense*		*As calculated by Management currently*
*Messenger Service*		*As calculated by Management currently*
*Total Admin Expense*		*As calculated by Management currently*

*Misc Operating Expenses*		*As calculated by Management currently*
*Misc Expense*		*As calculated by Management currently*
*Penalty Expense*		*As calculated by Management currently*
*Total Misc Operating Expenses*		*As calculated by Management currently*

*Total Operating Expense*		*As calculated by Management currently*

*Interest Expense on Deposits*		*To be based on Average Cost of Deposits reported in most recent 10Q/10K*
*Interest Income Intercompany (at weighted average cost of dep*		*To be based on Average Cost of Deposits reported in most recent 10Q/10K*
*Total Interest Expense*		*To be based on Average Cost of Deposits reported in most recent 10Q/10K*

*Net Income Before Taxes*		*As calculated by Management currently*
Incentive Fees to Others		*As calculated by Management currently*
Pre-Tax Profits/Losses from Other LHFS (exclusive of loans capture		*As calculated by Management currently*
Pre-Tax Profits/Losses from Other Qualifying RLD Activities*		*As calculated by Management currently*
Other Credit Losses		*As calculated by Management currently*
Pre-Tax Profits (Seabold)		*As calculated by Management currently*
Incentive Fee to Seabold (@10%)		*As calculated by Management currently*

*Total RLD Production (retail, TPO, wholesale, correspondent includi*		*As reported to Board by management monthly and tied to 10Q/10k*

EXHIBIT C

Residential Lending Division


*HLFS Production*		*As reported to Board by management monthly and tied to 10Q/10k*
*HLFI Production*		*As reported to Board by management monthly and tied to 10Q/10k*

*Legacy MHMB Production (as of 12/31/12)*		*As defined by current management reporting re: business channels (MHMB, PTB, Wholesale, Correspondent, Consumer Direct)*
*Consumer Direct Production*		*As defined by current management reporting re: business channels (MHMB, PTB, Wholesale, Correspondent, Consumer Direct)*
*New RLD Production*		*As defined by current management reporting re: business channels (MHMB, PTB, Wholesale, Correspondent, Consumer Direct)*

* Gain of Sale from initial LHFI Loan Sales and Securitizations with profit measured from initial cost basis to sale with holding costs equal to interest received (therefore netting to zero for carry time). E.g. if an interest-only loan held in portfolio was originated for 100 and had 50bps closing fees and sells one year later for 101.5. The Gain on Sale is 1 point and there is no implied profits for holding period. If loan is amortizing the cost basis is reduced by amortization amount. The LLR is added back to loan value for cost basis.

EXHIBIT D

Residential Lending Division


*Originations*
*Government*		*As calculated by Management currently*
*Conventional*		*As calculated by Management currently*

*Inside Closings*		*As calculated by Management currently*
*Inside # of Closings*		*As calculated by Management currently*

*Brokered*		*As calculated by Management currently*
*# of Brokered*		*As calculated by Management currently*

*Total Closings*		*As calculated by Management currently*
*Total # of Closings*		*As calculated by Management currently*

*Dollars Sold*		*As calculated by Management currently*
*Units Sold*		*As calculated by Management currently*

*GOS income*		*As calculated by Management currently*
*FV Mark*		*As calculated by Management currently*
*Total Gain on sale income*		*As calculated by Management currently*

*Origination Fees*		*As calculated by Management currently*
*Interest Arbitrage*		*As calculated by Management currently*
*Servicing Fees*		*As calculated by Management currently*
*MSR Valuation*		*As calculated by Management currently*
*Other Revenue*		*As calculated by Management currently*
*Total Revenue*		*As calculated by Management currently*

*Total Marketing/Revenue*		*As calculated by Management currently*

*Operating Expenses*
*Salaries & Related Expenses*		*As calculated by Ron/Kari currently (quarterly management review of payroll to allocate individuals to unit)*
*Commissions*		*As calculated by Management currently*
*Override*		*As calculated by Management currently*
*Incentive/Bonus*		*As calculated by Management currently*
*Direct Salaries*		*As calculated by Management currently*
*Stock Awards*		*As calculated by Management currently*
*Temp Help*		*As calculated by Management currently*
*Severence*		*As calculated by Management currently*
*Insur/Payroll Tax*		*As calculated by Management currently*
*Total Salary & Related*		*As calculated by Management currently*
		*Note: Mr. Seabold compensation to be excluded for Exhibit C, but included for Exhibit D*

EXHIBIT D

Residential Lending Division


*Other Employee Expense*
*Recruiting*		*As calculated by Management currently*
*Management Programs*		*As calculated by Management currently*
*Employee Education/Promo*		*As calculated by Management currently*
*License and Bond*		*As calculated by Management currently*
*Other*		*Conferences and misc.*
*Total Other Employee Expense*		*As calculated by Management currently*

*Occupancy Expense*		*As calculated by Ron/Kari currently (quarterly management review of facilities to allocate space to unit)*
*Rent-Buildings*		*As calculated by Management currently*
*Repairs & Maint*		*As calculated by Management currently*
*Depreciation/Costs of Owned Space*		*TBD if applicable*
*Total Occupancy Expense*		*As calculated by Management currently*

*Equipment Expenses*
*Equipment Maintenance*		*As calculated by Management currently*
*Equipment Rental/Lease*		*As calculated by Management currently*
*Personal Property Tax*		*As calculated by Management currently*
*Computer Expense*		*As calculated by Management currently*
*Depreciation Expense*		*As calculated by Management currently*
*Total Equipment Expense*		*As calculated by Management currently*
*Office Expenses*		*As calculated by Management currently*

*Business Development*
*Auto Travel Expense*		*As calculated by Management currently*
*Charitable Contributions*		*As calculated by Management currently*
*Business Meals*		*As calculated by Management currently*
*Business Development*		*As calculated by Management currently*
*Total Business Development*		*As calculated by Management currently*

*Loan Expense*
*Credit Reports*		*As calculated by Management currently*
*Credit Report Fees*		*As calculated by Management currently*
*Appraisal Expense*		*As calculated by Management currently*
*Appraisal Fees*		*As calculated by Management currently*
*Corp Admin*		*As calculated by Management currently*
*Underwriting - Automated*		*As calculated by Management currently*
*Loan Related Expense*		*As calculated by Management currently*
*Total Loan Expense*		*As calculated by Management currently*

*Loan Provision*		*As calculated by Management currently*

EXHIBIT D

Residential Lending Division


*Interest Expense Other*		*As calculated by Management currently*
*Provision For Loan Repurchase Losses*		*As calculated by Management currently*
*Total Provision*		*As calculated by Management currently*

*Administration Expense*		*As calculated by Management currently*
*Legal Expense*		*As calculated by Management currently*
*Accounting & Auditing*		*As calculated by Management currently*
*Data Processing*		*As calculated by Management currently*
*Bank Charges*		*As calculated by Management currently*
*Insurance*		*As calculated by Management currently*
*Postage*		*As calculated by Management currently*
*Telephone*		*As calculated by Management currently*
*Office Supplies*		*As calculated by Management currently*
*Printing/ Copy Cost*		*As calculated by Management currently*
*Dues and Subscription*		*As calculated by Management currently*
*Consulting Fees*		*As calculated by Management currently*
*Moving Expense*		*As calculated by Management currently*
*Messenger Service*		*As calculated by Management currently*
*Total Admin Expense*		*As calculated by Management currently*

*Misc Operating Expenses*		*As calculated by Management currently*
*Misc Expense*		*As calculated by Management currently*
*Penalty Expense*		*As calculated by Management currently*
*Total Misc Operating Expenses*		*As calculated by Management currently*

*Total Operating Expense*		*As calculated by Management currently*

*Interest Expense on Deposits*		*To be based on Average Cost of Deposits reported in most recent 10Q/10K*
*Interest Income Intercompany (at weighted average cost of dep*		*To be based on Average Cost of Deposits reported in most recent 10Q/10K*
*Total Interest Expense*		*To be based on Average Cost of Deposits reported in most recent 10Q/10K*

*Net Income Before Taxes*		*As calculated by Management currently*
Incentive Fees to Others		*As calculated by Management currently*
Pre-Tax Profits/Losses from Other LHFS (exclusive of loans capture		*As calculated by Management currently*
Pre-Tax Profits/Losses from Other Qualifying RLD Activities*		*As calculated by Management currently*
Other Credit Losses		*As calculated by Management currently*
Pre-Tax Profits (Seabold)		*As calculated by Management currently*
Incentive Fee to Seabold (@10%)		*As calculated by Management currently*

*Total RLD Production (retail, TPO, wholesale, correspondent includi*		*As reported to Board by management monthly and tied to 10Q/10k*

EXHIBIT D

Residential Lending Division


*HLFS Production*		*As reported to Board by management monthly and tied to 10Q/10k*
*HLFI Production*		*As reported to Board by management monthly and tied to 10Q/10k*

*Legacy MHMB Production (as of 12/31/12)*		*As defined by current management reporting re: business channels (MHMB, PTB, Wholesale, Correspondent, Consumer Direct)*
*Consumer Direct Production*		*As defined by current management reporting re: business channels (MHMB, PTB, Wholesale, Correspondent, Consumer Direct)*
*New RLD Production*		*As defined by current management reporting re: business channels (MHMB, PTB, Wholesale, Correspondent, Consumer Direct)*

Exhibit 31.1

CERTIFICATIONS

I, Steven A. Sugarman, certify that:

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;

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:

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;

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;

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

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):

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

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: August 9, 2013	By:	/s/ Steven A. Sugarman
		Steven A. Sugarman
		Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Robert M. Franko, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of First 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;

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):

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: August 9, 2013	By:	/s/ Robert M. Franko
		Robert M. Franko
		President

Exhibit 31.3

CERTIFICATIONS

I, Ronald J. Nicolas, certify that:

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;

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):

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: August 9, 2013	By:	/s/ Ronald J. Nicolas, Jr.
		Ronald J. Nicolas, Jr.
		Executive Vice President/ Chief Financial Officer (Principal Financial Officer)

Exhibit 31.4

CERTIFICATIONS

I, Lonny D. Robinson, certify that:

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;

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):

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: August 9, 2013	By:	/s/ Lonny D. Robinson
		Lonny D. Robinson
		Executive Vice President/ Chief Accounting Officer (Principal Accounting Officer)

Exhibit 32.0

SECTION 1350 CERTIFICATION

Each of the undersigned hereby certifies in his or her capacity as an officer of Banc of California, Inc. (“the Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended June 30, 2013 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such report.


Date: August 9, 2013	By:	/ S / S TEVEN A. S UGARMAN
		Steven A. Sugarman
		Chief Executive Officer (Principal Executive Officer)

Date: August 9, 2013	By:	/ S / R OBERT M. F RANKO
		Robert M. Franko
		President

Date: August 9, 2013	By:	/s/ Ronald J. Nicolas, Jr.
		Ronald J. Nicolas, Jr.
		Executive Vice President/ Chief Financial Officer (Principal Financial Officer)

Date: August 9, 2013	By:	/s/ Lonny D. Robinson
		Lonny D. Robinson
		Executive Vice President/ Chief Accounting Officer, (Principal Accounting Officer)