Edgar Filing: BANC OF CALIFORNIA, INC.

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form 10-Q

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 September 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 October 31, 2013 the registrant had outstanding 18,021,789 shares of voting common stock and 584,674 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		52

Item 3	Quantitative and Qualitative Disclosure About Market Risk		84

Item 4	Controls and Procedures		85

Part II - Other Information

Item 1	Legal Proceedings		87

Item 1A	Risk Factors		87

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		87

Item 3	Defaults Upon Senior Securities		88

Item 4	Mine Safety Disclosures		88

Item 5	Other Information		88

Item 6	Exhibits		89

Signatures			94

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) risks that the Company’s recently completed acquisition of 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 transaction and the amount of the costs, fees, expenses and charges related to the transaction; (ii) a worsening of current economic conditions, as well as turmoil in the financial markets; (iii) the credit risks of lending activities, which may be affected by deterioration in real estate markets and the financial condition of borrowers, may lead to increased loan and lease delinquencies, losses and nonperforming assets in our loan and lease portfolio, and may result in our allowance for loan and lease losses not being adequate to cover actual losses and require us to materially increase our loan and lease loss reserves; (iv) the quality and composition of our securities portfolio; (v) changes in general economic conditions, either nationally or in our market areas; (vi) 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; (vii) 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; (viii) 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; (ix) legislative or regulatory changes that adversely affect our business, including changes in regulatory capital or other rules; (x) our ability to control operating costs and expenses; (xi) staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; (xii) errors in our estimates in determining fair value of certain of our assets, which may result in significant declines in valuation; (xiii) the network and computer systems on which we depend could fail or experience a security breach; (xiv) our ability to attract and retain key members of our senior management team; (xv) costs and effects of litigation, including settlements and judgments; (xvi) increased competitive pressures among financial services companies; (xvii) changes in consumer spending, borrowing and saving habits; (xviii) adverse changes in the securities markets; (xix) earthquake, fire or other natural disasters affecting the condition of real estate collateral; (xx) the availability of resources to address changes in laws, rules or regulations or to respond to regulatory actions; (xxi) inability of key third-party providers to perform their obligations to us; (xxii) 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; (xxiii) war or terrorist activities; and (xxiv) 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)


	September 30,			December 31,
	2013			2012
ASSETS
Cash and due from banks	$	7,951		$	8,254
Interest-bearing deposits		408,059			100,389

Total cash and cash equivalents		416,010			108,643
Time deposits in financial institutions		2,938			5,027
Securities available for sale, at fair value		167,998			121,419
Loans held for sale, carried at fair value except for $105,126 and $0 at lower of cost or fair value at September 30, 2013 and December 31, 2012, respectively		367,111			113,158
Loans and leases receivable, net of allowance of $19,130 at September 30, 2013 and $14,448 at December 31, 2012		2,577,058			1,234,023
Federal Home Loan Bank and other bank stock, at cost		14,789			8,842
Servicing rights, net ($7,220 measured at fair value at September 30, 2013 and $1,739 at December 31, 2012)		7,603			2,278
Accrued interest receivable		10,425			5,002
Other real estate owned, net		1,383			4,527
Premises, equipment, and capital leases, net		61,443			16,147
Premises and equipment held-for-sale		3,080			—
Bank-owned life insurance		18,834			18,704
Deferred income tax, net		5,515			7,572
Goodwill		22,086			7,048
Affordable housing fund investment		5,787			6,197
Income tax receivable		4,077			5,545
Other intangible assets, net		13,191			5,474
Other assets		19,045			13,096

Total assets	$	3,718,373		$	1,682,702

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing deposits	$	418,759		$	194,662
Interest-bearing deposits		2,377,847			1,111,680
Deposits held for sale		462,768			—

Total deposits		3,259,374			1,306,342
Advances from Federal Home Loan Bank		25,000			75,000
Notes payable, net		82,224			81,935
Reserve for loss on repurchased loans		4,282			3,485
Accrued expenses and other liabilities		44,913			27,183

Total liabilities		3,415,793			1,493,945
Commitments and contingent liabilities
SHAREHOLDERS’ EQUITY
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized:
Series A, non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 32,000 shares authorized, 32,000 shares issued and outstanding at September 30, 2013 and December 31, 2012		31,934			31,934
Series B, non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 10,000 shares authorized, 10,000 shares issued and outstanding at September 30, 2013 and 0 shares issued and outstanding at December 31, 2012		10,000			—
Series C, 8.00% non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 40,250 shares authorized, 40,250 shares issued and outstanding at September 30, 2013 and 0 shares issued and outstanding at December 31, 2012		37,943			—
Common stock, $.01 par value per share, 196,863,844 shares authorized; 18,693,092 shares issued and 17,439,562 shares outstanding at September 30, 2013; 12,013,717 shares issued and 10,780,427 shares outstanding at December 31, 2012		188			120
Class B non-voting non-convertible Common stock, $.01 par value per share, 3,136,156 shares authorized; 579,490 shares issued and outstanding at September 30, 2013 and 1,112,188 shares issued and outstanding at December 31, 2012		5			11
Additional paid-in capital		230,804			154,563
Retained earnings		17,027			26,550
Treasury stock, at cost (1,253,530 shares at September 30, 2013 and 1,233,290 shares at December 31, 2012)		(25,455	)		(25,818	)
Accumulated other comprehensive income, net		134			1,397

Total shareholders’ equity		302,580			188,757

Total liabilities and shareholders’ equity	$	3,718,373		$	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						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
Interest and dividend income
Loans, including fees	$	32,061		$	15,928		$	76,751		$	35,060
Securities		1,292			708			2,159			2,139
Dividends and other interest-earning assets		493			86			845			226

Total interest and dividend income		33,846			16,722			79,755			37,425
Interest expense
Deposits		5,084			1,578			10,386			4,285
Federal Home Loan Bank advances		56			74			177			266
Capital leases		27			2			59			4
Notes payable		1,736			660			5,206			1,155

Total interest expense		6,903			2,314			15,828			5,710

Net interest income		26,943			14,408			63,927			31,715
Provision for loan and lease losses		2,109			1,031			6,195			2,001

Net interest income after provision for loan and lease losses		24,834			13,377			57,732			29,714
Noninterest income
Customer service fees		621			543			1,676			1,282
Loan servicing income		293			146			939			146
Income from bank owned life insurance		42			69			130			198
Net gain (loss) on sales of securities available for sale		10			(12	)		319			(83	)
Net gain on sale of loans		484			59			4,520			204
Net gain on mortgage banking activities		16,231			5,546			52,862			5,546
Bargain purchase gain		—			12,055			—			12,055
Other income		545			1,106			1,780			1,306

Total noninterest income		18,226			19,512			62,226			20,654
Noninterest expense
Salaries and employee benefits		30,179			13,613			74,570			23,657
Occupancy and equipment		5,247			2,473			12,070			4,793
Professional fees		4,560			3,788			9,804			5,318
Data processing		1,552			1,037			3,827			1,946
Advertising		1,664			395			3,076			848
Regulatory assessments		986			291			1,578			971
Loan servicing and foreclosure expense		276			83			628			788
Operating loss on equity investment		120			76			410			229
Valuation allowance for OREO		18			36			97			205
Net gain (loss) on sales of other real estate owned		(73	)		42			(224	)		(466	)
Provision for loan repurchases		375			172			1,363			172
Amortization of intangible assets		973			329			1,707			329
Impairment on intangible assets		976			—			976			—
All other expense		5,451			2,121			11,574			3,827

Total noninterest expense		52,304			24,456			121,456			42,617

Income (loss) before income taxes		(9,244	)		8,433			(1,498	)		7,751
Income tax expense (benefit)		(710	)		(1,110	)		1,744			(1,430	)

Net income (loss)	$	(8,534	)	$	9,543		$	(3,242	)	$	9,181
Preferred stock dividends		946			328			1,234			1,042

Net income (loss) available to common shareholders	$	(9,480	)	$	9,215		$	(4,476	)	$	8,139

Basic earnings (loss) per common share	$	(0.53	)	$	0.79		$	(0.32	)	$	0.70

Diluted earnings (loss) per common share	$	(0.53	)	$	0.79		$	(0.32	)	$	0.70

Basic earnings (loss) per class B common share	$	(0.53	)	$	0.79		$	(0.32	)	$	0.70

Diluted earnings (loss) per class B common share	$	(0.53	)	$	0.79		$	(0.32	)	$	0.70

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 September 30,					Nine months ended September 30,
	2013			2012		2013			2012
Net income (loss)	$	(8,534	)	$	9,543	$	(3,242	)	$	9,181
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 of none and $336 for the three months ended and none and $887 for the nine months ended September 30, 2013 and 2012, respectively		(644	)		481		(944	)		1,268
Less: reclassification adjustment for (gains) losses included in net income, net of tax expense of none and $5 for the three months ended and none and $34 for the nine months ended September 30, 2013 and 2012, respectively		(10	)		7		(319	)		49

Total other comprehensive (loss) income, net of tax		(654	)		488		(1,263	)		1,317

Comprehensive income (loss)	$	(9,188	)	$	10,031	$	(4,505	)	$	10,498

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)


	Series A Preferred Stock			Series B Preferred Stock		Series C 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		—			—		—		—		—			—			9,181			—			—			9,181
Other comprehensive income, net		—			—		—		—		—			—			—			—			1,317			1,317
Forfeiture and retirement of 200 shares of common stock		—			—		—		—		—			3			—			(120	)		—			(117	)
Forfeiture of stock option		—			—		—		—		—			(387	)		—			—			—			(387	)
Stock option compensation expense		—			—		—		—		—			774			—			—			—			774
Restricted stock compensation expense		—			—		—		—		—			161			—			—			—			161
Stock awards earned		—			—		—		—		—			644			—			—			—			644
Severance payment		—			—		—		—		—			(129	)		—			—			—			(129	)
Issuance of common stock		—			—		—		2		—			(2	)		—			—			—			—
Purchase of 42,693 shares of treasury stock		—			—		—		—		—			—			—			(481	)		—			(481	)
Dividends declared ($0.36 per common share)		—			—		—		—		—			632			(4,285	)		—			—			(3,653	)
Preferred stock issuance cost		(9	)		—		—		—		—			—			—			—			—			(9	)
Preferred stock dividends		—			—		—		—		—			—			(1,042	)		—			—			(1,042	)
Tax loss of restricted share awards vesting		—			—		—		—		—			(17	)		—			—			—			(17	)
Warrants issued with Beach Business Bank purchase		—			—		—		—		—			1,009			—			—			—			1,009
Capital raising expenses		—			—		—		—		—			(7	)		—			—			—			(7	)

Balance at September 30, 2012	$	31,925		$	—	$	—	$	119	$	11		$	153,467		$	31,477		$	(25,638	)	$	378		$	191,739


Balance at January 1, 2013	$	31,934		$	—	$	—	$	120	$	11		$	154,563		$	26,550		$	(25,818	)	$	1,397		$	188,757
Net income		—			—		—		—		—			—			(3,242	)		—			—			(3,242	)
Other comprehensive income, net		—			—		—		—		—			—			—			—			(1,263	)		(1,263	)
Issuance of common stock		—			—		—		68		(6	)		76,173			—			—			—			76,235
Issuance of preferred stock		—			—		37,943		—		—			—			—			—			—			37,943
Preferred stock assumed through business acquisition		—			10,000		—		—		—			—			—			—			—			10,000
Stock options converted through business acquisition		—			—		—		—		—			9			—			—			—			9
Forefeiture and retirement of common stock		—			—		—		—		—			34			—			(34	)		—			—
Purchase of 104,740 shares of treasury stock		—			—		—		—		—			—			—			(1,402	)		—			(1,402	)
Issuance of stock awards from treasury stock		—			—		—		—		—			(1,799	)		—			1,799			—			—
Shares purchased under the Dividend Reinvestment Plan		—			—		—		—		—			519			(519	)		—			—			—
Stock option compensation expense		—			—		—		—		—			336			—			—			—			336
Restricted stock compensation expense		—			—		—		—		—			969			—			—			—			969
Dividends declared ($0.36 per common share)		—			—		—		—		—			—			(4,528	)		—			—			(4,528	)
Preferred stock dividends		—			—		—		—		—			—			(1,234	)		—			—			(1,234	)

Balance at September 30, 2013	$	31,934		$	10,000	$	37,943	$	188	$	5		$	230,804		$	17,027		$	(25,455	)	$	134		$	302,580

See accompanying notes to consolidated financial statements (Unaudited)

Banc of California, Inc.

Consolidated Statements of Cash Flows

(In thousands of dollars)

(Unaudited)


	Nine months ended
	September 30,
	2013			2012
Cash flows from operating activities:
Net income (loss)	$	(3,242	)	$	9,181
Adjustments to reconcile net income (loss) to net cash from operating activities
Provision for loan losses		6,195			2,001
Bargain purchase gain		—			(12,055	)
Provision for loan repurchases		1,363			172
Net gain on mortgage banking activities		(52,862	)		(5,836	)
Gain on sale of loans		(4,520	)		(204	)
Net amortization (accretion) of securities		953			861
Depreciation		2,785			1,035
Amortization of intangibles		1,707			329
Amortization of debt		289			76
Stock option compensation expense		336			805
Restricted stock compensation expense		969			—
Change in fair value of converted stock options related to business acquisition		9			—
Stock appreciation right expense		1,130			—
Bank owned life insurance income		(130	)		(198	)
Operating loss on equity investment		410			229
Impairment of intangible assets		976			—
Net (gain) loss on sale of securities available for sale		(319	)		83
Gain on sale of other real estate owned		(224	)		(466	)
Gain on sale of property and equipment		(1	)		—
Deferred income tax expense		—			1,113
Decrease (increase) in valuation allowances on other real estate owned		97			(851	)
Originations of loans held for sale		(1,388,622	)		(166,250	)
Proceeds from sales of loans held for sale		1,276,104			128,804
Deferred loan (costs) fees		(414	)		377
Premiums and discounts on purchased loans		(13,714	)		(1,231	)
Accrued interest receivable		(5,423	)		(3,951	)
Other assets		14,209			9,630
Accrued interest payable and other liabilities		13,496			3,979

Net cash used in operating activities		(148,443	)		(32,367	)

Cash flows from investing activities:
Proceeds from sales of securities available-for-sale		127,286			7,712
Proceeds from maturities, calls, principal repayments of securities available-for-sale		95,081			34,512
Net cash acquired through acquisitions		5,786			43,670
Purchases of securities available-for-sale		(51,526	)		(56,088	)
Loan originations and principal collections, net		(415,272	)		(107,421	)
Purchase of loans		(852,913	)		(66,528	)
Redemption of Federal Home Loan Bank stock		25			702
Purchase of Federal Home Loan Bank and Other Bank Stocks		(5,972	)		(543	)
Net change in other interest-bearing deposits		2,089			—
Proceeds from sale of other real estate owned		3,600			11,672
Proceeds from sale of loans held for investment		219,211			27,713
Additions to premises and equipment		(49,609	)		(4,492	)
Payment of capital lease obligations		(218	)		—

Net cash used in investing activities		(922,432	)		(109,091	)

Cash flows from financing activities:
Net increase in deposits		1,391,343			126,625
Repayments of Federal Home Loan Bank advances		(116,833	)		(30,053	)
Proceeds from Federal Home Loan Bank advances		25,000			96,000
Purchase of preferred stock		—			(7	)
Net proceeds from issuance of common stock		47,953			—
Net proceeds from issuance of preferred stock		37,943			—
Net proceeds from issuance of long term debt		—			31,680
Purchase of treasury stock		(1,402	)		(490	)
Tax benefit (expense) from restricted stock vesting		—			(17	)
Dividends paid on preferred stock		(1,234	)		(1,042	)
Dividends paid on common stock		(4,528	)		(3,653	)

Net cash provided by financing activities		1,378,242			219,043

Net change in cash and cash equivalents		307,367			77,585
Cash and cash equivalents at beginning of period		108,643			44,475

Cash and cash equivalents at end of period	$	416,010		$	122,060

Supplemental cash flow information
Interest paid on deposits and borrowed funds	$	15,722		$	5,636
Income taxes paid		—			—
Supplemental disclosure of noncash activities
Transfer from loans to other real estate owned, net		—			3,750
Transfer of loans receivable to loans held for sale		105,126			—
Transfer of deposits to deposits held for sale		462,768			—
Equipment acquired under capital leases		1,239			365

See accompanying notes to consolidated financial statements (Unaudited)

BANC OF CALIFORNIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2013

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, we, us and our) and its wholly owned subsidiaries, Banc of California, National Association (the Bank), the Palisades Group, LLC (the Palisades Group), and PTB Property Holdings, LLC, as of September 30, 2013 and December 31, 2012 and for the nine months ended September 30, 2013 and 2012, except that the accounts of the Palisades Group were not included for amounts prior to September 10, 2013 and The Private Bank of California were not included for amounts prior to July 1, 2013. 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, Subsequent Events, on October 11, 2013, the Company completed the merger of the Company’s two banking subsidiaries, Pacific Trust Bank (sometimes referred to herein as PacTrust Bank) and The Private Bank of California, to form the Bank. Unless the context indicates otherwise, references to the “Bank” prior to October 11, 2013 means Pacific Trust Bank and The Private Bank of California (Beach Business Bank prior to July 1, 2013), collectively, and references to the “Bank” on or after October 11, 2013 refer to Banc of California, National Association.

Nature of Operations: The principal business of the Company is the ownership of the Bank. The Bank operates under a national bank charter issued by the Office of the Comptroller of the Currency (the OCC), its primary regulator. The Bank is a member of the Federal Home Loan Bank (FHLB) system, and maintains insurance on deposit accounts with the Federal Deposit Insurance Corporation (FDIC). PTB Property Holdings, LLC manages and disposes of other real estate owned properties and the Palisades Group, LLC provides financial advisory and asset management services.

The Bank is engaged in the business of retail banking, with operations conducted through 23 banking offices as of September 30, 2013, serving San Diego, Los Angeles, Orange and Riverside counties, California and 50 producing loan production offices in California, Arizona, Oregon, Washington and Montana as of September 30, 2013. Upon the completion of branch sales to AmericanWest Bank on October 4, 2013, the number of the Company’s banking offices decreased to fifteen. As of September 30, 2013, single family residential (SFR) loans and Green loans (SFR mortgage lines of credit) accounted for approximately 53.6 percent and 6.4 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 nine months ended September 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 reimbursements on sold 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 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. The Company had $12.3 million and $8.4 million of valuation allowance related to its deferred tax assets at September 30, 2013 and December 31, 2012 (See further discussion in Note 11, Income Taxes).

Accounting Pronouncements: During the nine months ended September 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 did not 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 and merged with Pacific Trust Bank on October 11, 2013 to form the Bank) operated 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 September 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 the 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 September 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.

Private Bank of California Acquisition

On July 1, 2013, the Company completed its acquisition of The Private Bank of California, (PBOC) pursuant to the terms of the Agreement and Plan of Merger, dated as of August 21, 2012, as amended (the Merger Agreement), by and between the Company, Beach and PBOC. 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.” On October 11, 2013, The Private Bank of California merged with the Company’s other wholly owned banking subsidiary, Pacific Trust Bank, to form the Bank.

Pursuant and subject to the terms of the Merger Agreement, each outstanding share of PBOC common stock (other than specified shares owned by the Company. On July 1, 2013, merger between PBOC and Beach was completed. Based on the merger agreement, all of the issued and outstanding common stocks were converted into, in the aggregate, (1) 2,082,654 shares of BANC common shares par value $0.01 per share, $28.3 million at $13.58 per share closing price on July 1, 2013, and (2) $25.3 million in cash. Additionally, the Company paid out $2.7 million for all outstanding options to acquire PBOC common stock in accordance with the merger agreement and converted outstanding PBOC stock options to the Company’s stock options with an assumed fair value of approximately $30 thousand. On the basis of 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 $6.52 in cash and 0.5379 shares of the 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).

PBOC provided 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 included high-net worth and high income individuals, business professionals and their professional service firms, business owners, entertainment service businesses and non-profit organizations.

In accordance with GAAP guidance for business combinations, the Company has expensed approximately $2.6 million of direct acquisition costs and recorded $15.0 million of goodwill and $10.4 million of other intangible assets. The other intangible assets are primarily related to core deposits and are being amortized on an accelerated basis over 2-7 years. Loans that were acquired from PBOC that were considered credit impaired were written down at the acquisition date in accordance with purchase accounting to fair value. In addition, the allowance for loan losses for all PBOC loans was not carried over to the Company’s allowance for loan and lease losses. A full valuation allowance for the deferred tax asset was recorded as well. For tax purposes purchase accounting adjustments, including goodwill are all nontaxable and/or non-deductible. The Company does not expect material variances from these estimates and expects that final valuation estimates of the acquisition will be completed during the fourth quarter of 2013. The following table summarizes the fair value of the total consideration transferred as a part of the PBOC merger as well as the fair value of identifiable assets acquired and liabilities assumed as of the effective date of the transaction.

The following table summarizes the fair value marks to the Company’s balance sheet as of close of the PBOC transaction, and the resulting goodwill derived.


Consideration paid
Cash			$	25,252
Options payout				2,663
Pre-merger options fair market value				30
Shares issued ⁽¹⁾				28,282

Total consideration				56,227
SBLF preferred stock assumed				10,000

Net assets pre-acquisition				51,278

Fair value marks
Loans receivable	(10,856	)
Allowance for loan losses	7,380
Investment securities	(2,495	)
Fixed assets	5
Trade name	70
Core deposit intangible	10,330
Deferred taxes assets, net	(4,207	)
Prepaid rent	(64	)
Lease liability	(56	)
Certificate of deposits purchase premium	(196	)

Total fair value marks				(89	)

Fair value of net assets acquired				51,189

Excess of consideration paid over fair value of net assets acquired (goodwill)			$	15,038

(1)

@$13.58/share

The following balance sheet of PBOC is presented at estimated fair value as of the acquisition date:


	July 1,
	2013
Assets acquired:
Cash and due from banks	$	33,752
Securities available for sale, at fair value		219,298
Loans and leases receivable		385,256
Premises, equipment, and capital leases		1,501
Deferred income tax, net		—
Income tax receivable		682
Goodwill		15,038
Other intangible assets		10,400
Other assets		6,578

Total assets acquired	$	672,505

Liabilities assumed:
Noninterest-bearing deposits	$	273,929
Interest-bearing deposits		287,760
Advances from Federal Home Loan Bank		41,833
Other liabilities		2,756

Total liabilities assumed	$	606,278

SBLF preferred stock assumed	$	10,000

Total consideration paid	$	56,227

Summary of considerations
Cash paid	$	27,915
Common stock issued	$	28,282
Convertion of stock options	$	30

The Palisades Group, LLC, Acquisition

Effective September 10, 2013, the Company acquired The Palisades Group, LLC (“Palisades”), a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, pursuant to the terms of the Amended and Restated Units Purchase Agreement dated as of November 30, 2012, amended and restated as of August 12, 2013, for $50 thousand. Palisades provides financial advisory and asset management services to third parties, including the Bank, with respect to the purchase, sale and management of portfolios of residential mortgage loans.

In accordance with GAAP guidance for business combinations, the Company recorded no intangible assets related to Palisades. The following balance sheet of Palisades is presented at estimated fair value as of the acquisition date:


	September 10,
	2013
Assets acquired:
Cash and due from banks	$	900
Interest-bearing deposits		5
Other assets		364

Total assets acquired	$	1,269

Liabilities assumed:
Other liabilities		1,219

Total liabilities assumed	$	1,219

SBLF preferred stock assumed	$	—

Total consideration paid	$	50

Summary of considerations
Cash paid	$	50

Other assets include account receivables of $265 thousand between Palisades and the Company, which is eliminated in the consolidated financials.

Pro Forma Information

The following table presents unaudited pro forma information as if the acquisitions of Beach, Gateway, PBOC and Palisades had occurred on January 1, 2012 after giving effect to certain adjustments. The unaudited pro forma information for the three and nine months ended September 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 September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(In thousands, except per share data)
SUMMARIZED INCOME STATEMENT DATA (unaudited):
Net interest income	$	26,943		$	20,685		$	74,385		$	58,185
Provision for loan and lease losses		2,109			1,350			6,987			3,647
Non-interest income		18,262			16,854			65,062			40,140
Non-interest expense		53,093			35,644			131,703			90,704
Income (loss) before income taxes		(9,997	)		545			757			3,974
Income tax expense (benefit)		(710	)		640			2,713			2,047

Net income (loss)	$	(9,287	)	$	(95	)	$	(1,956	)	$	1,927

Basic earnings (loss) per share	$	(0.57	)	$	(0.04	)	$	(0.23	)	$	0.07
Diluted earnings (loss) per share	$	(0.57	)	$	(0.04	)	$	(0.23	)	$	0.07

The above unaudited pro forma financial information for 2012 and 2013 includes the pre-acquisition periods for Beach, Gateway, PBOC and Palisades. Excluded from the above pro forma financial information for the three and nine months ended September 30, 2012 is revenue of $12.1 million related to the bargain purchase gain recorded in connection with the Gateway acquisition. The above unaudited pro forma financial information includes pre-acquisition provision for loan and lease losses of $319 thousand during the three months ended September 30, 2012 for PBOC, $850 thousand and $796 thousand for the nine months ended September 30, 2012 for Beach and PBOC, respectively, and $792 thousand for the nine months ended September 30, 2013 for PBOC.

Branch Sales

On May 31, 2013, the 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 provides for the transfer of deposits to AWB in exchange for a deposit premium of 2.3 percent applied to certain deposit balances transferred at closing. Such deposits totaled approximately $462.8 million as of September 30, 2013. Certain other assets related to the branches include 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 were classified as held-for-sale in the Consolidated Statements of Financial Condition as of September 30, 2013. As discussed in Note 19, Subsequent Events, this transaction was completed on October 4, 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 is based on significantly unobservable inputs such as strength of guarantees, cash flows discounted at the effective loan rate, and management’s judgment.

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 Company has entered into pay-fixed, receive-variable interest rate swap contracts with institutional counterparties to hedge against variability in cash flow attributable to interest rate risk caused by changes in the LIBOR benchmark interest rate on the Company’s ongoing LIBOR based variable rate deposits. The Company is accounting for the swaps as cash flow hedges under ASC 815. The other 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 nine months ended September 30, 2013 and 2012, the Company experienced $97 thousand and $205 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)
September 30, 2013:
Assets
Available-for-sale securities:
U.S. Treasury note	$	110	$	110	$	—	$	—
SBA loan pools securities		1,771		—		1,771		—
U.S. government-sponsored entities and agency securities		1,942		—		1,942		—
Private label residential mortgage-backed securities		17,334		—		17,334		—
Agency mortgage-backed securities		146,841		—		146,841		—
Loans held for sale		367,111		—		367,111		—
Derivative assets ⁽¹⁾		7,634		—		7,634		—
Mortgage servicing rights ⁽²⁾		7,220		—		—		7,220
Liabilities
Derivative liabilities ⁽³⁾		5,872		—		5,872		—
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)
September 30, 2013:
Assets
Impaired loans:
Real estate 1-4 family first mortgage	$	13,202	$	—	$	1,104	$	12,098
Real estate mortgage		5,896		—		—		5,896
HELOC’s, home equity loans, and other consumer installment credit		1,055		—		—		1,055
Commercial and industrial		70		—		—		70
SBA		11		—		—		11
Other real estate owned assets:
Land		1,383		—		—		1,383
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 impaired loans of $1.1 million and none with specific allowances tested for impairment using the fair value of the collateral for collateral dependent loans at September 30, 2013 and December 31, 2012.

Other real estate owned measured at fair value less costs to sell, had a net carrying value of $1.4 million, which was comprised of the outstanding balance of $1.4 million, net of a valuation allowance of $42 thousand at September 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 table below presents the gains and (losses) recognized on assets measured at fair value on a non-recurring basis as of the dates indicated:


	Three months ended September 30, 2013			Nine months ended September 30, 2013
	(In thousands)
Impaired loans:
Real estate 1-4 family first mortgage	$	(884	)	$	(1,195	)
Real estate mortgage		(117	)		(238	)
SBA		(1	)		(29	)
HELOC’s, home equity loans, and other consumer installment credit		—			(19	)
Commercial and industrial		(2	)		(2	)
Other real estate owned assets:
Multi-family		83			84
Land		(21	)		83
Real estate 1-4 family first mortgage		(7	)		(40	)

The tables below present a reconciliation of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 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		—			251			251
Included in other comprehensive income		—			—			—
Amortization of premium (discount)		—			—			—
Additions		—			5,598			5,598
Sales, issuances and settlements		(2,214	)		(368	)		(2,582	)

Balance of recurring Level 3 securities at September 30, 2013	$	—		$	7,220		$	7,220

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


	Private label residential mortgage-backed securities			Mortgage Servicing Rights			Total
	(In thousands)
Balance of recurring Level 3 securities at January 1, 2012	$	76,203		$	—		$	76,203
Transfers out of Level 3		—			—			—
Total gains or losses (realized/unrealized):
Included in earnings—realized		(83	)		—			(83	)
Included in earnings—fair value adjustment		—			(107	)		(107	)
Included in other comprehensive income		(9	)		—			(9	)
Amortization of premium (discount)		(160	)		—			(160	)
Additions		—			1,778			1,778
Sales, issuances and settlements		(25,671	)		(62	)		(25,733	)

Balance of recurring Level 3 securities at September 30, 2012	$	50,280		$	1,609		$	51,889

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)
September 30, 2013:
Mortgage servicing rights	$	7,220	Discounted cash flow	Discount rate	10.00% to 17.46% (10.33%)
				Prepayment rate	3.29% to 38.70% (10.89%)
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%
Mortgage 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 September 30, 2013 and December 31, 2012 were as follows:


			Fair Value Measurements Level
	Carrying Amount		Level 1		Level 2		Level 3		Total
	(In thousands)
September 30, 2013:
Financial assets
Cash and cash equivalents	$	416,010	$	416,010	$	—	$	—	$	416,010
Time deposits in financial institutions		2,938		2,938		—		—		2,938
Securities available-for-sale		167,998		110		167,888		—		167,998
FHLB stock		14,789		—		14,789		—		14,789
Loans and leases receivable, net of allowance		2,577,058		—		—		2,608,253		2,608,253
Loans held for sale		367,111		—		367,111		—		367,111
Accrued interest receivable		10,425		10,425		—		—		10,425
Derivative assets		7,634		—		7,634		—		7,634
Servicing rights		7,603		—		—		7,603		7,603
Financial liabilities
Deposits		3,259,374		—		3,236,018		—		3,236,018
Advances from the FHLB		25,000		—		25,088		—		25,088
Notes payable		82,224		86,038		—		—		86,038
Derivative liabilities		5,872		—		5,872		—		5,872
Accrued interest payable		1,745		1,745		—		—		1,745
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 of allowance		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
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 September 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)
September 30, 2013:
Available-for-sale
U.S. Treasury note	$	110	$	—	$	—		$	110
SBA loan pools securities		1,794		—		(23	)		1,771
U.S. government-sponsored entities and agency securities		1,925		17		—			1,942
Private label residential mortgage-backed securities		17,208		169		(43	)		17,334
Agency mortgage-backed securities		147,469		593		(1,221	)		146,841

Total securities available for sale	$	168,506	$	779	$	(1,287	)	$	167,998

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 September 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 and SBA loan pool 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 and SBA loan pool securities are not included in the maturity categories.


	September 30, 2013
	Amortized Cost		Fair Value
	(In thousands)
Maturity
Available-for-sale
Within one year	$	2,035	$	2,052
One to five years		—		—
Five to ten years		—		—
Greater than ten years		—		—
SBA loan pools, private label residential mortgage backed and agency mortgage-backed securities		166,471		165,946

	$	168,506	$	167,998

At September 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 September 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		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(In thousands)
September 30, 2013:
Available-for-sale
SBA loan pools securities	$	1,771	$	(23	)	$	—	$	—		$	1,771	$	(23	)
Private label residential mortgage-backed securities		5,739		(41	)		516		(2	)		6,255		(43	)
Agency residential mortgage-backed securities		60,763		(1,221	)		—		—			60,763		(1,221	)

Total available-for-sale	$	68,273	$	(1,285	)	$	516	$	(2	)	$	68,789	$	(1,287	)

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 September 30, 2013, the Company’s securities available for sale portfolio consisted of 122 securities, 56 of which were in an unrealized loss position. The unrealized losses are related to interest rate increases 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 $6.3 million with unrealized losses of $43 thousand at September 30, 2013. The Company’s agency residential mortgage-backed securities that are in an unrealized loss position had a fair value of $60.8 million with unrealized losses of $1.2 million at September 30, 2013.

The Company monitors its securities portfolio to ensure it has adequate credit support. With respect to its securities in an unrealized loss position as of September 30, 2013, the Company believes there is no OTTI and it does not have the intent to sell these securities and believes it is not likely that it will be required to sell the securities before their anticipated recovery. Of the Company’s $168.0 million securities portfolio, $163.2 million of the securities were rated A or above, and $4.8 million were rated BBB based on the most recent credit rating as of September 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 September 30, 2013 and December 31, 2012 the Company had the following balances in its loan and lease portfolio:


	Non-Traditional Mortgages (NTM)			Traditional Loans			Total NTM and Traditional Loans			Purchased Credit Impaired			Total Loans and Leases Receivable
	($ in thousands)
September 30, 2013:
Commercial
Commercial and industrial	$	—		$	247,323		$	247,323		$	3,600		$	250,923
Real estate mortgage		—			464,211			464,211			18,987			483,198
Multi-family		—			129,351			129,351			831			130,182
SBA		—			23,923			23,923			3,801			27,724
Construction		—			22,827			22,827			—			22,827
Lease financing		—			21,325			21,325			—			21,325
Consumer:
Real estate 1-4 family first mortgage		209,324			859,097			1,068,421			321,078			1,389,499
Green Loans (HELOC)—First Liens		158,517			—			158,517			—			158,517
Green Loans (HELOC)—Second Liens		6,309			—			6,309			—			6,309
Other HELOC’s, home equity loans, and other consumer installment credit		113			102,694			102,807			831			103,638

Total Gross Loans		374,263			1,870,751			2,245,014			349,128			2,594,142

Percentage to total gross loans		14.4	%		72.1	%		86.5	%		13.5	%		100.0	%
Net deferred loan costs													$	842
Unamortized purchase premium														1,204
Allowance for loan losses														(19,130	)

Loans and leases receivable, net													$	2,577,058

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			438,720
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			13,909

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 September 30, 2013 and December 31, 2012, the non-traditional mortgage loans totaled $374.3 million or 14.4 percent of the total gross loan portfolio and $368.2 million or 29.5 percent of the total gross loan portfolio, respectively. Despite the decrease in percentage to total gross loan portfolio, total NTM loans increased $6.0 million or 1.6 percent. The following table represents the composition of the NTM portfolio at the dates indicated:


	September 30, 2013								December 31, 2012
	Count		Amount			Percent			Count		Amount			Percent
	($ in thousands)
Green		203	$	164,826			44.0	%		239	$	206,004			56.0	%
Interest-only		292		192,363			51.4			191		142,978			38.8
Negative amortization		38		17,074			4.6			40		19,262			5.2

Total NTM loans		533	$	374,263			100.0	%		470	$	368,244			100.0	%

Total gross loan portfolio			$	2,594,142							$	1,246,559
% of NTM to total gross loan portfolio				14.4	%							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 September 30, 2013, Green Loans totaled $164.8 million, a decrease of $41.2 million or 20.0 percent from $206.0 million at December 31, 2012, primarily due to reductions in principal balance and payoffs of $9.2 million and $39.7 million, respectively, partially offset by advances of $7.7 million. As of September 30, 2013 and December 31, 2012, $4.5 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 origination of 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 September 30, 2013, our interest only loans increased by $49.4 million or 34.5 percent to $192.4 million from $143.0 million at December 31, 2012, primarily due to purchases of $55.7 million and originations of $174.0 million, partially offset by sales of $64.0 million, payoffs and principal reductions of $87.8 million, and reclassification of $28.4 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 September 30, 2013 and December 31, 2012, $297 thousand and $6.2 million, respectively, of the Company’s interest only loans were non-performing.

Loans with the Potential for Negative Amortization

Negative amortization loans decreased by $2.2 million or 11.4 percent to $17.1 million as of September 30, 2013 from $19.3 million as of December 31, 2012. The Company discontinued origination of negative amortization loans in 2007. As of September 30, 2013 and December 31, 2012, $158 thousand and none, respectively, 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.

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, typically in November and April or as needed in conjunction with portfolio management, and ordering third party automated valuation models. The loan review is designed to provide a 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 monitors 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

The tables below represent the Company’s non-traditional one-to-four SFR mortgage Green Loans first lien portfolio at September 30, 2013 by FICO scores that were obtained during the second quarter of 2013, comparing to the FICO scores that were obtained during the fourth quarter of 2012:


	September 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	$	3,925		2.5	%		8	$	6,991		4.4	%		5		$	(3,066	)		(1.9	)%
700-799		96		87,340		55.1			102		81,021		51.1			(6	)		6,319			4.0
600-699		45		38,198		24.1			44		43,226		27.3			1			(5,028	)		(3.2	)
<600		14		13,952		8.8			14		12,177		7.7			—			1,775			1.1
No FICO		10		15,102		9.5			10		15,102		9.5			—			—			—

Totals		178	$	158,517		100.0	%		178	$	158,517		100.0	%		—		$	—			—	%

The 700-799 FICO score category increased by 4.0 percent to 55.1 percent of total non-traditional one-to-four SFR mortgage Green Loans first lien at September 30, 2013 from 51.1 percent at December 31, 2012 from FICO scores obtained during the fourth quarter of 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)
September 30, 2013:
LTV’s (1)
< 61		60	$	56,734		35.7	%		71	$	66,070		34.4	%		13	$	5,114		30.0	%		144	$	127,918		34.8	%
61-80		55		55,295		34.9			85		72,620		37.8			7		4,613		27.0			147		132,528		36.0
81-100		36		28,639		18.1			57		27,526		14.3			12		5,735		33.6			105		61,900		16.8
> 100		27		17,849		11.3			78		26,034		13.5			6		1,612		9.4			111		45,495		12.4

Totals		178		158,517		100.0	%		291		192,250		100.0	%		38		17,074		100.0	%		507		367,841		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 September 30, 2013, the increase in interest only loans primarily related to purchases of 153 loans with a carrying value of $55.7 million and originations of $174.0 million, partially offset by sales, payoffs, principal reductions, and conversions to traditional loans of $180.1 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 problem loans and leases. During the ordinary course of business, management becomes aware of borrowers and lessees that may not be able to meet the contractual requirements of the loan and lease agreements. Such loans and leases are subject to increased monitoring. Consideration is given to placing the loan or lease 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 Bank 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 consideration of 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 nine months ended September 30, 2013 and 2012, respectively:


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	(In thousands)
Balance at beginning of period	$	16,979		$	11,448		$	14,448		$	12,780
Loans and leases charged off		(211	)		(226	)		(2,145	)		(2,547	)
Recoveries of loans and leases previously charged off		253			126			632			145
Provision for loan and lease losses		2,109			1,031			6,195			2,001

Balance at end of period	$	19,130		$	12,379		$	19,130		$	12,379

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 nine months ended September 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 June 30, 2013	$	816	$	4,508		$	1,449		$	179		$	503		$	244		$	8,751		$	225		$	304		$	16,979
Charge-offs		—		(12	)		—			(199	)		—			—			—			—			—			(211	)
Recoveries		—		153			—			97			—			2			1			—			—			253
Provision		636		1,047			266			373			(194	)		66			12			102			(199	)		2,109

Balance as of September 30, 2013	$	1,452	$	5,696		$	1,715		$	450			309		$	312		$	8,764		$	327		$	105		$	19,130

Balance as of December 31, 2012	$	263	$	3,178		$	1,478		$	118		$	21		$	261		$	8,855		$	274		$	—		$	14,448
Charge-offs		—		(372	)		(553	)		(592	)		—			(23	)		(591	)		(14	)		—			(2,145	)
Recoveries		—		173			88			264			—			8			92			7			—			632
Provision		1,189		2,717			702			660			288			66			408			60			105			6,195

Balance as of September 30, 2013	$	1,452	$	5,696		$	1,715		$	450			309		$	312		$	8,764		$	327		$	105		$	19,130

Individually evaluated for impairment	$	2	$	276		$	—		$	—		$	—		$	—		$	1,089		$	32		$	—		$	1,399
Collectively evaluated for impairment		1,450		5,420			1,715			450			309			312			7,363			295			105			17,419
Acquired with deteriorated credit quality		—		—			—			—			—			—			312			—			—			312

Total ending allowance balance	$	1,452	$	5,696		$	1,715		$	450			309		$	312		$	8,764		$	327		$	105		$	19,130

Loans:
Individually evaluated for impairment	$	70	$	5,896		$	—		$	11		$	—		$	—		$	13,202		$	1,055		$	—		$	20,234
Collectively evaluated for impairment		247,079		457,377			130,449			23,857			22,838			21,340			1,215,788			108,098			—			2,226,826
Acquired with deteriorated credit quality		3,600		18,987			831			3,801			—			—			321,078			831			—			349,128

Total ending loan balances	$	250,749	$	482,260		$	131,280		$	27,669			22,838		$	21,340		$	1,550,068		$	109,984		$	—		$	2,596,188


	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 June 30, 2012	$	128	$	3,313		$	1,292		$	—	$	—	$	—	$	6,528		$	187		$	—	$	11,448
Charge-offs		—		—			—			—		—		—		(226	)		—			—		(226	)
Recoveries		—		—			—			—		—		—		126			—			—		126
Provision		185		460			181			82		—		67		4			52			—		1,031

Balance as of September 30, 2012	$	313	$	3,773		$	1,473		$	82	$	—	$	67	$	6,432		$	239		$	—	$	12,379

Balance as of December 31, 2011	$	128	$	2,234		$	1,541		$	—	$	—	$	—	$	8,635		$	242		$	—	$	12,780
Charge-offs		—		(236	)		—			—		—		—		(2,304	)		(7	)		—		(2,547	)
Recoveries		—		—			—			—		—		—		143			2			—		145
Provision		185		1,775			(68	)		82		—		67		(42	)		2			—		2,001

Balance as of September 30, 2012	$	313	$	3,773		$	1,473		$	82	$	—	$	67	$	6,432		$	239		$	—	$	12,379

Individually evaluated for impairment	$	—	$	478		$	613		$	—	$	—	$	—	$	458		$	—		$	—	$	1,549
Collectively evaluated for impairment		313		3,295			860			82		—		67		5,974			239			—		10,830
Acquired with deteriorated credit quality		—		—			—			—		—		—		—			—			—		—

Total ending allowance balance	$	313	$	3,773		$	1,473		$	82	$	—	$	67	$	6,432		$	239		$	—	$	12,379

Loans:
Individually evaluated for impairment	$	—	$	3,372		$	5,455		$	—	$	—	$	—	$	13,960		$	3		$	—	$	22,790
Collectively evaluated for impairment		74,376		276,350			99,847			43,916		4,712		5,031		562,084			21,740			—		1,088,056
Acquired with deteriorated credit quality		7,290		23,156			852			6,817		—		—		66,354			59			—		104,528

Total ending loan balances	$	81,666	$	302,878		$	106,154		$	50,733	$	4,712	$	5,031	$	642,398		$	21,802		$	—	$	1,215,374

The following table presents loans and leases individually evaluated for impairment by class of loans and leases as of September 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.


	September 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		1,888		1,815		—		5,748		3,988		—
Multi-family		—		—		—		—		—		—
SBA		—		—		—		457		30		—
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer:
Real estate 1-4 family first mortgage		—		—		—		8,681		8,156		—
HELOC’s, home equity loans, and other consumer installment credit		—		—		—		3		3		—
With an allowance recorded:
Commercial
Commercial and industrial		95		70		2		—		—		—
Real estate mortgage		5,309		4,081		276		—		—		—
Multi-family		—		—		—		5,441		5,442		590
SBA		12		11		—		439		408		53
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer:
Real estate 1-4 family first mortgage		13,684		13,202		1,089		13,567		13,622		597
HELOC’s, home equity loans, and other consumer installment credit		1,050		1,055		32		—		—		—

Total	$	22,038	$	20,234	$	1,399	$	36,504	$	33,528	$	1,240

The following table provides information on impaired loans and leases, disaggregated by class, for the three and nine months ended September 30, 2013 and 2012:


	Three months ended						Nine months ended
	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Recognized		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Recognized
	(In thousands)
September 30, 2013:
Commercial
Commercial and industrial	$	137	$	8	$	8	$	69	$	8	$	8
Real estate mortgage		6,021		71		79		3,391		94		102
Multi-family		—		—		—		1,106		16		18
SBA		11		1		1		12		1		1
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer:
Real estate 1-4 family first mortgage		13,218		73		76		12,265		165		169
HELOC’s, home equity loans, and other consumer installment credit		1,051		—		—		843		—		—

Total	$	20,438	$	153	$	164	$	17,686	$	284	$	298

September 30, 2012:
Commercial
Commercial and industrial	$	1,909	$	47	$	—	$	1,909	$	47	$	—
Real estate mortgage		5,026		55		41		4,828		112		98
Multi-family		5,460		82		81		5,471		240		221
SBA		963		135		135		963		135		135
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer:
Real estate 1-4 family first mortgage		14,050		142		70		14,059		470		250
HELOC’s, home equity loans, and other consumer installment credit		2		—		—		4		—		—

Total	$	27,410	$	461	$	327	$	27,234	$	1,004	$	704

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


	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In thousands)
Average of individually impaired loans during the period	$	20,438	$	27,410	$	17,686	$	27,234
Interest income recognized during impairment		153		461		284		1,004
Cash-basis interest income recognized		164		327		298		704

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


	September 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 $1,309 in 2013 and $1,517 in 2012		10,432		4,976		15,408		11,166		11,827		22,993

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


	September 30, 2013						December 31, 2012
	Traditional Loans		NTM Loans		Total		Traditional Loans		NTM Loans		Total
	(In thousands)
Commercial:
Commercial and industrial	$	79	$	—	$	79	$	—	$	—	$	—
Real estate mortgage		6,114		—		6,114		2,906		—		2,906
Multi-Family		—		—		—		5,442		—		5,442
SBA		85		—		85		141		—		141
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer:
Real estate 1-4 family first mortgage		4,154		455		4,609		2,676		6,169		8,845
Green Loan (HELOC)—First Liens		—		3,886		3,886		—		5,658		5,658
Green Loan (HELOC)—Second Liens		—		635		635		—		—		—
HELOC’s, home equity loans, and other consumer installment credit		—		—		—		1		—		1

Total	$	10,432	$	4,976	$	15,408	$	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 September 30, 2013, excluding accrued interest receivable which is not considered to be material by class of loans and leases:


	September 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	$	10	$	—	$	—	$	10	$	247,139	$	247,149	$	—
Real estate mortgage		1,815		248		123		2,186		461,087		463,273		—
Multi-family		—		—		—		—		130,449		130,449		—
SBA		—		—		—		—		23,868		23,868		—
Construction		—		—		—		—		22,838		22,838		—
Lease financing		—		—		—		—		21,340		21,340		—
Consumer:
Real estate 1-4 family first mortgage		20,541		8,343		13,342		42,226		1,186,764		1,228,990		—
HELOC’s, home equity loans, and other consumer installment credit		7		—		635		642		108,511		109,153		—

Total	$	22,373	$	8,591	$	14,100	$	45,064	$	2,201,996	$	2,247,060	$	—

PCI loans:
Commercial:
Commercial and industrial	$	—	$	—	$	—	$	—	$	3,600	$	3,600
Real estate mortgage		—		—		1,278		1,278		17,709		18,987
Multi-family		—		—		—		—		831		831
SBA		98		—		98		196		3,605		3,801
Consumer:
Real estate 1-4 family first mortgage		18,682		6,758		7,736		33,176		287,902		321,078
HELOC’s, home equity loans, and other consumer installment credit		—		—		56		56		775		831

Total	$	18,780	$	6,758	$	9,168	$	34,706	$	314,422	$	349,128



Total	$	41,153	$	15,349	$	23,268	$	79,770	$	2,516,418	$	2,596,188

NTM Loans:
Green Loans	$	—	$	1,105	$	3,096	$	4,201	$	160,625	$	164,826
Interest-Only		1,529		211		735		2,475		189,888		192,363
Negative Amortization		—		—		158		158		16,916		17,074

Total	$	1,529	$	1,316	$	3,989	$	6,834	$	367,429	$	374,263

The following tables presents the aging of the recorded investment in past due loans and leases as of December 31, 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 September 30, 2013 and 2012, there were no and two modifications, respectively, through extension of maturity.


	Three months ended September 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)
NTM and Traditional loans
Commercial
Real estate mortgage		0	$	—	$	—		1	$	290	$	290
Consumer
HELOC’s, home equity loans, and other consumer installment credit		0		—		—		1		2		2

Total		0	$	—	$	—		2	$	292	$	292

For the nine months ended September 30, 2013 and 2012, there were two modifications of purchased credit impaired (PCI) loans and two modifications of traditional loans, respectively, through extension of maturity.


	Nine months ended September 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)
NTM and Traditional loans
Commercial
Real estate mortgage		0	$	—	$	—		1	$	290	$	290
Consumer
HELOC’s, home equity loans, and other consumer installment credit		0		—		—		1		2		2
PCI loans
SBA		2		435		417		0		—		—

Total		2	$	435	$	417		2	$	292	$	292

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 nine months ended September 30, 2013 and 2012, respectively:


	Three months ended September 30,								Nine months ended September 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		0	$	—		1	$	487		0	$	—		1	$	487

Total		0	$	—		1	$	487		0	$	—		1	$	487

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


	September 30, 2013				December 31, 2012
	NTM and Traditional Loans		PCI loans		NTM and Traditional Loans		PCI loans
	(In thousands)
Commercial
Commercial and industrial	$	—	$	83	$	—	$	1,236
Real estate mortgage		200		3,522		530		1,355
Multi-family		—		—		3,090		—
SBA		11		707		—		423
Construction		—		—		—		—
Lease financing		—		—		—		—
Consumer
Real estate 1-4 family first mortgage		7,101		—		12,047		—
HELOC’s, home equity loans, and other consumer installment credit		1,396		331		1		—

Total	$	8,708	$	4,643	$	15,668	$	3,014

Troubled debt restructured loans, excluding purchased credit impaired loans, were $8.7 million and $15.7 million at September 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 September 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.

Not-Rated. When accrual of income on a pool of PCI loans with common risk characteristics is appropriate in accordance with ASC 310-30, individual loans in those pools are not risk-rated. The credit criteria are FICO scores, loan-to-value, delinquency, and actual cash flows versus expected cash flows of the loan pools.

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.

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


	September 30, 2013
	Pass		Special Mention		Substandard		Doubtful		Not-Rated		TOTAL
	(In thousands)
NTM and Traditional Loans:
Commercial
Commercial and industrial	$	243,960	$	24	$	3,165	$	—	$	—	$	247,149
Real estate mortgage		448,271		2,475		12,527		—		—		463,273
Multi-family		130,449		—		—		—		—		130,449
SBA		23,805		—		63		—		—		23,868
Construction		22,838		—		—		—		—		22,838
Lease financing		21,340		—		—		—		—		21,340
Consumer
Real estate 1-4 family first mortgage		906,104		28,960		29,689		—		264,237		1,228,990
HELOC’s, home equity loans, and other consumer installment credit		106,459		243		2,451		—		—		109,153

Total	$	1,903,226	$	31,702	$	47,895	$	—	$	264,237	$	2,247,060

PCI loans:
Commercial
Commercial and industrial	$	3,074	$	—	$	526	$	—	$	—	$	3,600
Real estate mortgage		16,216		—		2,771		—		—		18,987
Multi-family		831		—		—		—		—		831
SBA		2,848		—		953		—		—		3,801
Construction		—		—		—		—		—		—
Lease financing		—		—		—		—		—		—
Consumer
Real estate 1-4 family first mortgage		—		—		145		—		320,933		321,078
HELOC’s, home equity loans, and other consumer installment credit		831		—		—		—		—		831

Total	$	23,800	$	—	$	4,395	$	—	$	320,933	$	349,128

Total	$	1,927,026	$	31,702	$	52,290	$	—	$	585,170	$	2,596,188

NTM Loans:
Green Loans	$	143,500	$	15,766	$	5,560	$	—	$	—	$	164,826
Interest-Only		176,940		1,271		1,113		—		13,039		192,363
Negative Amortization		16,507		409		158		—		—		17,074

Total	$	336,947	$	17,446	$	6,831	$	—	$	13,039	$	374,263

The recent loan pool purchased in the NTM and traditional loans during the third quarter of 2013 has not been risk rated as of September 30, 2013. All loans in this pool were current or less than 60 days past due as of September 30, 2013. The loan pool will be evaluated and risked rated consistent with the other single family residential loans in the fourth quarter of 2013. PCI loan pools are not risk rated.

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


	December 31, 2012
	Pass		Special Mention		Substandard		Doubtful		Not-Rated		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

PCI loan pools are not risk rated.

Purchased Credit Impaired Loans and Leases

For the nine months ended September 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, which are sometimes collectively referred to as “PCI loans” at September 30, 2013 and December 31, 2012 is as follows:


	September 30, 2013				December 31, 2012
	Outstanding Balance		Carrying Amount		Outstanding Balance		Carrying Amount
	(In thousands)
Commercial
Commercial and industrial	$	5,119	$	3,600	$	11,350	$	6,808
Real estate mortgage		25,405		18,987		22,698		21,837
Multi-family		1,188		831		1,208		845
SBA		5,096		3,801		7,967		5,608
Consumer:
Real estate 1-4 family first mortgage		421,446		321,078		108,428		65,066
HELOC’s, home equity loans, and other consumer installment credit		954		831		110		56

Outstanding balance	$	459,208	$	349,128	$	151,761	$	100,220

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


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	(In thousands)
Balance at beginning of period	$	98,239		$	6,608		$	32,207		$	—
New loans or leases purchased		59,798			28,852			155,416			35,892
Accretion of income		(4,684	)		(318	)		(12,195	)		(750	)
Reclassifications from (to) nonaccretable difference		154			—			(5,034	)		—
Disposals		(5,881	)		—			(22,768	)		—

Balance at end of period	$	147,626		$	35,142		$	147,626		$	35,142

During the nine months ended September 30, 2013, the Company completed five seasoned SFR mortgage loan pool acquisitions with unpaid principal balances and fair values of $1.02 billion and $846.6 million (excluding accrued interest paid and acquisition costs at settlement), respectively, at the respective acquisition dates. The Company determined that certain of these loans displayed 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 September 30, 2013, the Company sold a portion of 2013 PCI loans with unpaid principal balances and carrying values of $11.1 million and $6.6 million, respectively. The total unpaid principal balances and carrying values of the 2013 PCI Loans as of September 30, 2013 were $333.7 million and $267.2 million, respectively.

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 nine months ended September 30, 2013 and 2012 was $939 thousand and $146 thousand, respectively, and $293 thousand and $146 thousand for the three months ended September 30, 2013 and 2012, respectively. This amount is reported in loan servicing income in the consolidated statements of operations. At September 30, 2013 and December 31, 2012, servicing rights are comprised of the following:


	September 30, 2013		December 31, 2012
	(In thousands)
Mortgage servicing rights, at fair value	$	7,220	$	1,739
SBA servicing rights, at cost		383		539

Total	$	7,603	$	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 September 30, 2013 and December 31, 2012 was $760.8 million and $211.4 million, respectively. Custodial escrow balances maintained in connection with serviced loans were $5.7 million and $1.1 million at September 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 September 30, 2013 and December 31, 2012:


	September 30, 2013			December 31, 2012
	(In thousands)
Fair value of retained MSRs	$	7,220		$	1,739
Decay (prepayment/default)		9.18	%		25.19	%
Discount rate		10.33	%		10.50	%
Constant prepayment rate		10.89	%		13.86	%
Weighted-average life (in years)		7.31			5.85


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	(In thousands)
Balance at beginning of period	$	4,620		$	—		$	1,739		$	—
Acquired in business combinations		—			1,534			—			1,534
Additions		2,836			244			5,598			244
Prepayments		(146	)		—			(308	)		—
Changes in fair value resulting from valuation inputs or assumptions		(79	)		(107	)		251			(107	)
Other—loans paid off		(11	)		(62	)		(60	)		(62	)

Balance at end of period	$	7,220		$	1,609		$	7,220		$	1,609

SBA Servicing Rights

The Company used a discount rate of 7.25 percent 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 September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	(In thousands)
Balance at beginning of period	$	420		$	—		$	539		$	—
Acquired in business combinations		—			658			—			658
Additions		—			30			32			30
Amortization, including prepayments		(37	)		(127	)		(188	)		(127	)

Balance at end of period	$	383		$	561		$	383		$	561

NOTE 7 – OTHER REAL ESTATE OWNED

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


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	(In thousands)
Balance, beginning of period	$	1,537		$	9,239		$	4,527		$	14,692
Additions		—			136			486			3,750
Sales and net direct write-downs		(154	)		(635	)		(5,630	)		(10,589	)
Net change in valuation allowance		—			(36	)		2,000			851

Balance, end of period	$	1,383		$	8,704		$	1,383		$	8,704

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


	Three months ended September 30,					Nine months ended September 30,
	2013			2012		2013			2012
	(In thousands)
Balance, beginning of period	$	42		$	3,194	$	2,069		$	4,081
Additions charged to expense		18			36		97			205
Net direct write-downs and removals upon sale		(18	)		—		(2,124	)		(1,056	)

Balance, end of period	$	42		$	3,230	$	42		$	3,230

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 nine months ended September 30, 2013 and 2012:


	Three months ended September 30,					Nine months ended September 30,
	2013			2012		2013			2012
	(In thousands)
Net gain (loss) on sales	$	(73	)	$	42	$	(224	)	$	(466	)
Operating expenses, net of rental income		(22	)		173		(322	)		650

	$	(95	)	$	215	$	(546	)	$	184

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 nine months ended September 30, 2013 and 2012 were as follows:


	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
	(In thousands)
Loans provided for sales of other real estate other real estate owned sold on contract	$	—	$	—	$	—	$	917
Deferred gain on other real estate sold on contract		—		—		—		10

NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS, NET

At September 30, 2013, the Company had goodwill of $22.1 million related to the PBOC and Beach acquisitions discussed above in Note 2, Business Combinations.

During the three months ended September 30, 2013, the Company wrote off all remaining trade name intangible assets of Beach, Gateway and PBOC of $976 thousand due to the merger of the Company’s two banking subsidiaries into a single bank.

Core deposit intangibles are amortized over their useful lives ranging from 4 to 7 years. As of September 30, 2013, the weighted average remaining amortization period for core deposit intangibles was approximately 6.25 years. The Company estimates that total amortization on core deposit intangibles will be $2.6 million in 2013, $3.5 million in 2014, $2.9 million 2015, $2.3 million in 2016, $1.7 million in 2017, $1.1 million in 2018, $524 thousand in 2019, and $154 thousand in 2020. Other intangible assets were as follows at September 30, 2013 and December 31, 2012:


	Gross Carrying Value		Accumulated Amortization		Intangible Assets, net
	(In thousands)
September 30, 2013:
Amortized intangible assets:
Trade name	$	—	$	—	$	—
Core deposit intangibles		15,520		2,329		13,191

	$	15,520	$	2,329	$	13,191

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 $973 thousand and $329 thousand for the three months ended September 30, 2013 and 2012, respectively, and $1.7 million and $329 thousand for the nine months ended September 30, 2013 and 2012, respectively.

NOTE 9 – FEDERAL HOME LOAN BANK ADVANCES

At September 30, 2013, all $25.0 million of advances from the FHLB were fixed rate and had interest rates ranging from 0.59 percent to 0.82 percent with a weighted average rate of 0.73 percent. At December 31, 2012, $63.0 million of the Bank’s 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 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 September 30, 2013 and December 31, 2012, the Bank’s advances from the FHLB were collateralized by certain real estate loans with an aggregate unpaid principal balance of $765.2 million and $458.9 million, respectively, and by investment securities with a market value of $56.5 million and none, respectively. The Bank’s investment of capital stock of the FHLB of San Francisco totaled $14.4 million and $8.4 million, respectively, at September 30, 2013 and December 31, 2012. Based on this collateral and the Bank’s holdings of FHLB stock, the Bank was eligible to borrow an additional $527.4 million at September 30, 2013. In addition, the Bank had available lines of credit with the Federal Reserve Bank totaling $156.9 million at September 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 the three months ended September 30, 2013 and 2012, income tax benefit was $710 thousand and $1.1 million, respectively, and the effective tax rate was 7.7 percent and (13.2) percent, respectively. For the nine months ended September 30, 2013 and 2012, income tax expense (benefit) was $1.7 million and $(1.4) million, respectively, and the effective tax rate was (116.4) percent and (18.4) percent, respectively. The Company’s effective tax rate increased due to increases in the deferred tax asset valuation allowances and other permanent detriments.

The Company accounts for income taxes by recognizing deferred tax assets and liabilities based upon temporary differences between the amounts for financial reporting purposes 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 September 30, 2013, the Company had a net deferred tax asset of $5.5 million, net of a $12.3 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 September 30, 2013 and December 31, 2012 is supported by tax planning strategies.

The Company has 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 September 30, 2013 and December 31, 2012, the Company had no unrecognized tax benefits. In the event the Company is 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 September 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 projection of operating profitability, various prudent and feasible tax planning strategies, and cumulative pre-tax book losses over the prior 36 months. The framework requires the Company to consider all available evidence, including:

•

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 September 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 its entirety.

At September 30, 2013 and December 31, 2012, the valuation allowance was $12.3 million and $8.4 million, respectively.

NOTE 12 – MORTGAGE BANKING ACTIVITIES

Banc Home Loans, formerly MHMB that was acquired in connection with the acquisition of Gateway, is a residential lending division of the Bank. Banc Home Loans originates single family mortgage loans and sells these loans in the secondary market. During the three months ended September 30, 2013, the mortgage operations unit expanded its platform to include wholesale and warehouse lending and added 8 new producing 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 nine months ended September 30, 2013, Banc Home Loans originated $1.39 billion of loans and sold $1.25 billion of loans in the secondary market. The net gain and margin on these sales were $29.6 million and 2.4 percent, respectively, and loan origination fees were $8.8 million for the nine months ended September 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 loss of $5.0 million for the nine months ended September 30, 2013. The net change in the fair value of the loans held for sale was a net gain of $12.9 million for the nine months ended September 30, 2013. The initial capitalized value of our MSRs totaled $5.4 million on $561.1 million of loans sold to Fannie Mae, Freddie Mac and Ginnie Mae for the nine months ended September 30, 2013. Other fee income associated with loan originations and sales, net of other adjustments, were $1.2 million for the nine months ended September 30, 2013.

In addition to net gain on mortgage banking activities, the Company 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 $1.4 million and $172 thousand for the nine months ended September 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 nine months ended September 30, 2013:


	Three months ended September 30,					Nine months ended September 30,
	2013			2012		2013			2012
	(In thousands)
Balance, beginning of period	$	3,974		$	—	$	3,485		$	—
Acquired in business combinations		—			2,493		—			2,493
Provision for loan repurchases		375			172		1,363			172
Payments made for loss reimbursement on sold loans		(67	)		—		(566	)		—

Balance, end of period	$	4,282		$	2,665	$	4,282		$	2,665

NOTE 13 – RISK MANAGEMENT AND DERIVATIVE INSTRUMENTS

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.

On September 30, 2013, the Company entered into pay-fixed, receive-variable interest-rate swap contracts with institutional counterparties to hedge against variability in cash flows attributable to interest rate risk caused by changes in the LIBOR benchmark interest rate on the Company’s ongoing LIBOR based variable rate deposits. The Company is accounting for the swaps as cash flow hedges under ASC 815. The notional amount of the interest rate swaps were $50.0 million with a maturity date of September 27, 2018. The fair values of the interest rate swaps were zero as of September 30, 2013, the inception date of the swaps.

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 September 30, 2013, approximately 85.6 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 results of operations.

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 September 30, 2013, the resulting derivative asset of $7.6 million and liability of $5.9 million, are included in other assets and accrued expenses and other liabilities, respectively, on the accompanying consolidated statements of financial condition. At September 30, 2013, the Company had outstanding forward sales commitments totaling $326.4 million. At September 30, 2013, the Company was committed to fund loans for borrowers of approximately $181.3 million.

The net losses relating to free-standing derivative instruments used for risk management were $4.3 million for the three and nine months ended September 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 September 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.


	September 30, 2013				December 31, 2012
	Notional Amount		Fair Value		Notional Amount		Fair Value
	(In thousands)

Interest rate swap	$	50,000	$	—	$	—	$	—
Included in assets:
Interest rate lock commitments	$	181,285	$	7,590	$	82,668	$	2,102
Mandatory forward commitments		—		—		54,273		197
Other assets (best efforts commitments)		—		—		8,619		591
Options		20,000		44		—		—

Total included in assets	$	201,285	$	7,634	$	145,560	$	2,890

Included in liabilities:
Interest rate lock commitments	$	—	$	—	$	7,604	$	71
Mandatory forward commitments		326,387		5,872		86,790		441
Other liabilities (best efforts commitments)		—		—		34,208		476

Total included in liabilities	$	326,387	$	5,872	$	128,602	$	988

NOTE 14 – STOCK COMPENSATION PLANS

Share-based Compensation Expense

For the three months ended September 30, 2013 and 2012, share-based compensation expense was $446 thousand and $578 thousand, respectively, and the related tax benefits were none and $237 thousand, respectively. For the nine months ended September 30, 2013 and 2012, share-based compensation expense was $1.3 million and $1.1 million, respectively, and the related tax benefits were none and $455 thousand, respectively.

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 Company’s 2011 Omnibus Incentive Plan or any prior equity incentive plans. The 2013 Omnibus Plan provides that the aggregate number of shares of Company common stock that may be subject to awards under the 2013 Omnibus Plan will be 20 percent of the then outstanding shares of Company common stock (the “Share Limit”), provided that in no event will the Share Limit be less than the greater of 2,384,711 shares of Company common stock and the aggregate number of shares of Company common stock with respect to which awards have been properly granted under the 2013 Omnibus Plan up to that point in time. As of September 30, 2013, the Share Limit and available shares for future awards under the 2013 Omnibus Plan were 3,603,810 shares.

Unrecognized Share-based Compensation Expense

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


	Unrecognized Expense		Average Expected Recognition Period
	($ in thousands)
Stock option awards	$	953		2.5 years
Restricted stock awards		3,295		3.2 years

Total	$	4,248		3.0 years

Stock Options

The Company has issued stock options to certain employees, officers and directors. Stock options are issued at the current market price on the date of grant, and generally have provided for a three-year to five-year vesting period and contractual terms of 7 to 10 years.

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


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value *(In thousands)*
Outstanding at beginning of period		605,235		$	12.36		8.4 years	$	889
Granted		100,000		$	13.60		9.7 years	$	23
Converted from business acquisition		22,588		$	12.65		3.1 years	$	27
Exercised		(22,588	)	$	12.65		3.1 years	$	(27	)
Forfeited		(100,000	)	$	13.60		9.7 years	$	(23	)

Outstanding at end of period		605,235		$	12.36		8.1 years	$	1,023

Exercisable at end of period		208,332		$	11.54		7.2 years	$	476

The following table represents stock option activity as of and for the nine months ended September 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		200,000		$	13.36		9.7 years	$	95
Converted from business acquisition		22,588		$	12.65		3.1 years	$	27
Exercised		(22,588	)	$	12.65		3.1 years	$	(27	)
Forfeited		(133,334	)	$	13.04		9.1 years	$	(105	)

Outstanding at end of period		605,235		$	12.36		8.1 years	$	1,023

Exercisable at end of period		208,332		$	11.54		7.2 years	$	476

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


	Three months ended September 30, 2013					Nine months ended September 30, 2013
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Non-vested options outstanding at beginning of period		328,334		$	12.16		233,334		$	11.75
Granted		100,000		$	13.60		200,000		$	13.36
Vested		(15,000	)	$	12.24		(20,000	)	$	12.14
Forfeited		(100,000	)	$	13.60		(100,000	)	$	13.60

Non-vested options outstanding at end of period		313,334		$	12.16		313,334		$	12.16

Restricted Stock Awards

Additionally, the Company also has granted 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, generally when vested.

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


	Three months ended September 30, 2013					Nine months ended September 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		224,490		$	11.62		162,876		$	11.73
Granted		101,890		$	14.75		214,311		$	12.98
Vested		(17,621	)	$	12.91		(50,901	)	$	11.86
Forfeited		(808	)	$	11.35		(18,335	)	$	11.67

Non-vested shares outstanding at end of period		307,951		$	12.58		307,951		$	12.58

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, one third vested on the first anniversary of the grant date and one-third will vest on the second anniversary of the grant date such that the SAR will be fully vested on the second anniversary of the grant date. On June 21, 2013, a SAR with respect to an additional 150,933 shares (Additional SAR I) with a base price of $13.00 per share was granted to the Company’s chief executive officer pursuant to the anti-dilutive provision under his SAR agreement with the Company due to the Company’s issuance on that date of shares of common stock in an underwritten public offering. On July 1, 2013 and July 2, 2013, SARs with respect to an additional 88,366 shares and 15,275 shares (Additional SARs II and III, respectively) with a base price of $13.49 per share were granted to the Company’s chief executive officer pursuant to his SAR agreement with the Company due to the Company’s issuances on those dates of shares of common stock in connection with the completion of the PBOC acquisition and the exercise of the over-allotment option granted to the underwriters of the Company’s public common stock offering initially completed on June 21, 2013. The Additional SARs have the same terms and conditions as the Initial SAR granted pursuant to the SAR agreement.

The weighted-average grant date fair value of all of the SARs was $3.58 per share, or $1.8 million, and the adjusted fair value as of September 30, 2013 was $2.60 per share or $1.3 million for the Initial SAR. The Additional SARs had adjusted fair values of $2.27, $2.09 and $2.09 per share or $342 thousand, $185 thousand and $32 thousand, respectively, for Additional SAR I, II and III as of September 30, 2013. Compensation expense recognized for the SARs was $832 thousand and $1.1 million for the three and nine months ended September 30, 2013, respectively. At September 30, 2013, there was $272 thousand of total unrecognized compensation cost related to the unvested portion of the SARs. The unrecognized cost is expected to be recognized over a period of 11 months. The fair values of the SARs as of September 30, 2013 were determined using the following assumptions:


	September 30, 2013
SARs granted		754,574
Weighted average estimated fair value per share of SARs granted	$	12.48
Risk-free interest rate		0.56	%
Expected term		2.75 years
Expected stock price volatility		29.43	%
Dividend yield		3.78	%

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 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 in an underwritten public offering for gross proceeds of approximately $29.5 million and 1,153,846 shares of voting common stock to two institutional investors in a registered direct offering for gross proceeds of approximately $15 million. On July 2, 2013, the Company issued an additional 360,000 shares of voting common stock upon the exercise in full by the underwriters of the underwritten public offering of their 30-day over-allotment option, for additional gross proceeds of approximately $4.4 million.

Perpetual Preferred Stock

On June 12, 2013, in an underwritten public offering, 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 $5.1 million, which the underwriters exercised in full on July 8, 2013.

As discussed under Note 2, Business Combinations and Branch Sales, on July 1, 2013, the Company completed its previously announced acquisition of PBOC. 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 with a liquidation preference amount of $1,000 per share, designated as the Company’s Non-Cumulative Perpetual Preferred Stock, Series B. 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), designated as the Company’s Non-Cumulative Perpetual Preferred Stock, Series A.

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 September 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 (loss) income	$	(8,260	)	$	(274	)	$	(8,534	)	$	8,659	$	884	$	9,543
Less: Preferred stock dividends		916			30			946			298		30		328

Net (loss) income available to common shareholders	$	(9,176	)	$	(304	)	$	(9,480	)	$	8,361	$	854	$	9,215

Weighted average common shares outstanding		17,471,546			579,490			18,051,036			10,618,540		1,084,434		11,702,974

Basic (loss) earnings per common share	$	(0.53	)	$	(0.53	)	$	(0.53	)	$	0.79	$	0.79	$	0.79

Diluted:
Net (loss) income available to common shareholders	$	(9,176	)	$	(304	)	$	(9,480	)	$	8,361	$	854	$	9,215

Weighted average common shares outstanding for basic (loss) earnings per common share		17,471,546			579,490			18,051,036			10,618,540		1,084,434		11,702,974
Add: Dilutive effects of stock awards		—			—			—			397		—		397

Average shares and dilutive potential common shares		17,471,546			579,490			18,051,036			10,618,937		1,084,434		11,703,371

Diluted (loss) earnings per common share	$	(0.53	)	$	(0.53	)	$	(0.53	)	$	0.79	$	0.79	$	0.79


	Nine months ended September 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 (loss) income	$	(3,039	)	$	(203	)	$	(3,242	)	$	8,337	$	844	$	9,181
Less: Preferred stock dividends		1,157			77			1,234			946		96		1,042

Net (loss) income available to common shareholders	$	(4,196	)	$	(280	)	$	(4,476	)	$	7,391	$	748	$	8,139

Weighted average common shares outstanding		13,197,764			880,284			14,078,048			10,604,636		1,072,896		11,677,532

Basic (loss) earnings per common share	$	(0.32	)	$	(0.32	)	$	(0.32	)	$	0.70	$	0.70	$	0.70

Diluted:
Net (loss) income available to common shareholders	$	(4,196	)	$	(280	)	$	(4,476	)	$	7,391	$	748	$	8,139

Weighted average common shares outstanding for basic (loss) earnings per common share		13,197,764			880,284			14,078,048			10,604,636		1,072,896		11,677,532
Add: Dilutive effects of stock awards		—			—			—			356		—		356

Average shares and dilutive potential common shares		13,197,764			880,284			14,078,048			10,604,992		1,072,896		11,677,888

Diluted (loss) earnings per common share	$	(0.32	)	$	(0.32	)	$	(0.32	)	$	0.70	$	0.70	$	0.70

For three and nine months ended September 30, 2013, there were 605,235 stock options and 754,574 warrants that were not considered in computing diluted earnings per common share, because they were anti-dilutive. For three and nine months ended September 30, 2012, there were 528,569 stock options and 3,036,959 warrants and 152,740 stock awards that were not considered in computing diluted earnings per common share, because they were anti-dilutive.

NOTE 17 – OFF-BALANCE SHEET COMMITMENTS

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
	September 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	$	73,072	$	26,776	$	52,883	$	21,317
Unused lines of credit		7,666		241,463		4,021		84,036
Standby letters of credit		10		6,275		10		1,396

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

As of September 30, 2013, the Company had total commitments to sell loans of $249.5 million. Total commitments outstanding for the loans held for sale portfolio and IRLCs were $235.9 million and $13.8 million, respectively. For the loans held for sale commitments, $225.5 million and $10.4 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 September 30, 2013, the IRLCs commitments consisted of $13.8 million best efforts commitments and $167.5 million of mandatory commitments.

NOTE 18 – RELATED-PARTY TRANSACTIONS

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

Deposits from principal officers, directors, and their related interests amounted to $13.3 million and $11.4 million at September 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 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 Bank, also own certain minority, non-controlling interests. Under the Services Agreement, CS Financial agreed to provide the Bank such reasonably requested financial analysis, management consulting, knowledge sharing, training services and general advisory services as the Bank and CS Financial mutually agreed upon with respect to the 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 the Bank and negotiated and approved by special committees of the Board of Directors of each of the Company and the Bank (the “Special Committees”), comprised exclusively of independent, disinterested directors of the Boards. Each of the Boards of Directors of the Bank and the Company also considered and approved the Services Agreement, upon the recommendation of the Special Committees. On May 13, 2013, the Bank hired Mr. Seabold as Managing Director of its residential lending division and entered into a three-year employment agreement with Mr. Seabold. Simultaneously, the Bank terminated, with immediate effect, its Services Agreement with the Consultant. For the three and nine months ended September 30, 2013, total compensation paid to CS Financial Inc. amounted to none and $439 thousand, respectively.

NOTE 19 – SUBSEQUENT EVENTS

Merger of the Company’s Two Banking Subsidiaries

On October 11, 2013, the Company announced the completion of the merger of the Company’s two banking subsidiaries, Pacific Trust Bank and The Private Bank of California, into a single bank with a national bank charter issued by the Office of the Comptroller of the Currency, named Banc of California, National Association.

Completion of Branch Sales

As discussed under Note 2, Business Combinations and Branch Sales, on May 31, 2013, the 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. This transaction was completed on October 4, 2013. The transaction will result in the transfer of deposits to AWB in exchange for a blended deposit premium of 2.3 percent applied to certain deposit balances transferred at closing approximating $10.7 million. The transferred deposits totaled approximately $464.3 million as of October 4, 2013. Certain other assets related to the branches were sold to AWB 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 sale of these branches is a key part of the Bank’s ongoing effort to improve its overall efficiency and profitability and to reshape the 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.

Closing of CS Financial Acquisition

As previously disclosed and as discussed under Note 18, Related Party Transactions, on May 13, 2013, the Bank entered into an employment agreement (the “Employment Agreement”) with Jeffrey T. Seabold pursuant to which Mr. Seabold granted to the Company and 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 a 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 Bank (the “Special Committees”), with the assistance of outside financial and legal advisors and consultants, the Boards of Directors of the Company and 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 the 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 completed its acquisition of CS Financial on October 31, 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 we, us and our), at September 30, 2013, to its financial condition at December 31, 2012, and the results of operations for the three and nine months ended September 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 the bank holding company of Banc of California, National Association (the Bank). The Company derives substantially all of its revenues from the retail, commercial, and mortgage banking services provided by the 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. Within these financial 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. Our critical 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.”

SELECTED FINANCIAL DATA

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


	As of and for the Three Months Ended September 30,						As of and for the Nine Months Ended September 30,
	2013			2012			2013			2012
	($ in thousands, except per share data)
AVERAGE BALANCES:
Average gross loans and leases (1)	$	2,530,856		$	1,197,737		$	1,934,555		$	954,167
Average investment securities		221,245			123,022			147,459			111,495
Average interest-earning assets		3,286,840			1,444,985			2,397,486			1,158,604
Average total assets		3,439,433			1,520,310			2,509,750			1,227,060
Average total depostis		2,948,644			1,207,801			2,103,721			962,015
Average borrowings		124,419			99,257			131,513			65,534
Average interest-bearing liabilities		2,659,186			1,096,561			1,995,855			912,796
Average stockholders’ equity		336,963			191,958			244,778			187,431
PER SHARE DATA:
Basic earnings (loss) per common share	$	(0.53	)	$	0.79		$	(0.32	)	$	0.70
Diluted earnings (loss) per common share	$	(0.53	)	$	0.79		$	(0.32	)	$	0.70
Basic earnings (loss) per class B common share	$	(0.53	)	$	0.79		$	(0.32	)	$	0.70
Diluted earnings (loss) per class B common share	$	(0.53	)	$	0.79		$	(0.32	)	$	0.70
Common shares outstanding		17,439,562			10,683,327
Class B non-voting non-convertible common stock outstanding		579,490			1,090,061
PERFORMANCE RATIOS:
Return on average assets (2) (3)		-0.98	%		2.50	%		-0.17	%		1.00	%
Return on average stockholders’ equity ^{(2) (4)}		-10.05	%		19.78	%		-1.77	%		6.54	%
Efficiency ratio (5)		115.80	%		72.10	%		96.28	%		81.38	%
Net interest spread (6)		3.06	%		3.76	%		3.39	%		3.47	%
Net interest margin (7)		3.25	%		3.97	%		3.56	%		3.66	%
Average stockholders’ equity to average total assets		9.80	%		12.63	%		9.75	%		15.27	%
SELECTED CAPITAL RATIOS:
Banc of California, Inc.
Total risk-based capital ratio		12.64	%		11.47	%
Tier 1 risk-based capital ratio		11.58	%		14.36	%
Tier 1 leverage ratio		7.82	%		15.61	%
PacTrust Bank
Total risk-based capital ratio:		15.39	%		17.41	%
Tier 1 risk-based capital ratio:		14.14	%		16.15	%
Tier 1 leverage ratio:		8.11	%		11.22	%
The Private Bank of California
Total risk-based capital ratio:		11.55	%		14.36	%
Tier 1 risk-based capital ratio:		11.06	%		14.15	%
Tier 1 leverage ratio:		8.34	%		10.76	%
ASSET QUALITY:
Nonaccrual Loans, excluding PCI loans	$	15,408		$	16,181
90+ delinquent loans, excluding PCI loans		14,100			1,479
Other real estate owned, net		1,383			8,704
Net loan charge-offs		(42	)		100		$	1,513		$	2,402
Allowance for loan losses:
Originated loans	$	17,416		$	11,663
Purchased/acquired loans:
Non-credit impaired		1,402			716
Credit impaired		312			—

Total purchased/acquired loans		1,714			716

Total ALLL	$	19,130		$	12,379

Loans:
Originated loans	$	1,252,673		$	810,010
Purchased/acquired loans:
Non-credit impaired (8)		994,387			300,836
Credit impaired (9)		349,128			104,528

Total purchased/acquired loans		1,343,515			405,364

Total loans	$	2,596,188		$	1,215,374

ALLL to originated loans		1.39	%		1.44	%

(1)

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

(2)

Calculated based on annualized net income

(3)

Net income divided by average total assets

(4)

Net income divided by average stockholders’ equity

(5)

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

(6)

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

(7)

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

(8)

Includes $47.0 million and $3.3 million discounts at September 30, 2013 and 2012, respectively

(9)

Includes $110.1 million and $54.5 million discounts at September 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. The new name is intended to reflect the Company’s goal to be the leading community banking organization serving businesses and families in California.

On July 1, 2013, the Company completed its previously announced acquisition of The Private Bank of California (PBOC). The acquisition was accomplished by merging PBOC into Beach Business Bank (Beach), a wholly owned subsidiary of the Company. Upon completion of the transaction, Beach was renamed “The Private Bank of California.” On October 11, 2013, the Company merged PBOC, a California-chartered bank, with the Company’s other banking subsidiary, Pacific Trust Bank, a federal savings bank, to form the Bank, which has a national bank charter issued by the Office of the Comptroller of the Currency. Unless the context indicates otherwise, references to the “Bank” prior to October 11, 2013 mean Pacific Trust Bank and PBOC (Beach prior to July 1, 2013), collectively, and references to the “Bank” on or after October 11, 2013 refer to Banc of California, National Association.

In connection with the rebranding and renaming of the Company and the Bank, the Bank’s residential lending divisions Mission Hills Mortgage Bankers and PacTrust Home Mortgage were consolidated and rebranded under a single national brand, Banc Home Loans. As a division of Banc of California, Banc Home Loans will be positioned to leverage all of the products and resources of the Bank as Banc Home Loans seeks to establish a national presence as a leading provider and innovator in the residential lending business.

As a bank holding company, the Company 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 Bank is a community-oriented financial institution offering a variety of financial services to meet the banking and financial needs of the communities the Bank serves. The Bank is headquartered in Orange County, California. As of September 30, 2013, the Bank operated twenty-three banking offices in San Diego, Riverside, Orange, and Los Angeles Counties in California and 50 producing loan production offices in California, Arizona, Oregon, Washington and Montana. On October 4, 2013, eight of the Bank’s banking offices were sold to AmericanWest Bank. The sale of these banking offices is a key part of the Bank’s ongoing effort to improve its overall efficiency and profitability and to reshape the 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.

The principal business of the Bank consists of attracting 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 commercial business loans. The 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. The Bank solicits deposits in its market area and, to a lesser extent, from institutional depositors nationwide, and in the past has accepted brokered deposits. Banc Home Loans, the Bank’s residential lending division, operates 50 producing loan production offices and focuses on originating and selling mortgage loans. The Bank also provides SBA loans, as member of the SBA’s Preferred Lender Program. In addition, the acquisition of PBOC gave the Company 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.

During the three months ended September 30, 2013, the Company purchased a certain improved real property office complex located at 1588 South Coast Drive, Costa Mesa, California (the Property) at a purchase price of approximately $40.0 million. The Property is under construction for improvement and will be used for the Company’s main office in the future.

Growth Strategies

•

Expand our franchise through acquisitions or the establishment of de novo 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 8 new producing loan production offices during the three months ended September 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. The Company 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, the Bank 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 28 additional loan production offices subsequent to the acquisition as of September 30, 2013 for a total of 50 producing loan production offices.

•

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. The Bank originated and sold $97.3 million to Ginnie Mae during the third quarter of 2013.

•

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 from SBA production 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 five pools during the nine months ended September 30, 2013 at a discount to both the current property value of the collateral and the note balance. As of September 30, 2013, the total unpaid principal balance and carrying values of these eight pools was $927.9 million and $789.5 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 nine months ended September 30, 2013 and 2012 is significantly impacted by the Company’s acquisitions of PBOC during the third quarter of 2013 and Beach and Gateway during the third quarter of 2012, as well as the seasoned SFR mortgage loan pool purchases and sales in 2012 and 2013.

RESULTS OF OPERATIONS


	Three Months Ended September 30,						Increase (Decrease)
	2013			2012			Amount			Percentage
	($ in thousands)
Net interest income	$	26,943		$	14,408		$	12,535			87.0	%
Provision for loan and leases losses		(2,109	)		(1,031	)		(1,078	)		104.6	%
Noninterest income		18,226			19,512			(1,286	)		-6.6	%
Noninterest expense		(52,304	)		(24,456	)		(27,848	)		113.9	%
Income tax (expense) benefit		710			1,110			(400	)		-36.0	%

Net income (loss)		(8,534	)		9,543			(18,077	)		189.4	%
Preferred stock dividends		(946	)		(328	)		(618	)		188.4	%

Net income (loss) available to common shareholders	$	(9,480	)	$	9,215		$	(18,695	)		202.9	%

For the three months ended September 30, 2013, the Company recorded a net loss of $8.5 million, a decrease of $18.1 million from a net income of $9.5 million for the three months ended September 30, 2012. Preferred stock dividends were $946 thousand and $328 thousand for the three months ended September 30, 2013 and 2012, respectively, and net (loss) income available to common shareholders was $(9.5) million and $9.2 million for the three months ended September 30, 2013 and 2012, respectively.


	Nine Months Ended September 30,						Increase (Decrease)
	2013			2012			Amount			Percentage
	($ in thousands)
Net interest income	$	63,927		$	31,715		$	32,212			101.6	%
Provision for loan and leases losses		(6,195	)		(2,001	)		(4,194	)		209.6	%
Noninterest income		62,226			20,654			41,572			201.3	%
Noninterest expense		(121,456	)		(42,617	)		(78,839	)		185.0	%
Income tax (expense) benefit		(1,744	)		1,430			(3,174	)		-222.0	%

Net income (loss)		(3,242	)		9,181			(12,423	)		135.3	%
Preferred stock dividends		(1,234	)		(1,042	)		(192	)		18.4	%

Net income (loss) available to common shareholders	$	(4,476	)	$	8,139		$	(12,615	)		155.0	%

For the nine months ended September 30, 2013, the Company recorded a net loss of $3.2 million, a decrease of $12.4 million from a net income of $9.2 million for the nine months ended September 30, 2012. Preferred stock dividends were $1.2 million and $1.0 million for the nine months ended September 30, 2013 and 2012, respectively, and net (loss) income available to common shareholders was $(4.5) million and $8.1 million for the three months ended September 30, 2013 and 2012, respectively.

Net Interest Income

For the three months ended September 30, 2013, net interest income increased by $12.5 million, or 87.0 percent, to $26.9 million, compared to $14.4 million for the three months ended September 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 PBOC acquisition 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 December 2012, and the mix and higher pricing of deposits. Net interest margin decreased by 0.72 basis points to 3.25 percent for the three months ended September 30, 2013 from 3.97 percent for the three months ended September 30, 2012 as a result of decreasing yields on loans and earning assets, higher pricing of deposits with a larger balance average balance and a high cost on the long term debt. In an effort to increase core deposits, the Bank introduced a premier deposit program that has more aggressive pricing and slightly above market rates during the fourth quarter of 2012.

For the nine months ended September 30, 2013, net interest income increased by $32.2 million, or 101.6 percent, to $63.9 million, compared to $31.7 million for the nine months ended September 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 PBOC acquisition and purchases of seasoned SFR mortgage loan pools, partially offset by the increase in interest expense from a larger balance sheet, a full nine month-period 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 decreased by 10 basis points to 3.56 percent for the nine months ended September 30, 2013 from 3.66 percent for the nine months ended September 30, 2012 as a result of higher pricing of deposits with a larger balance average balance and a high cost on the long term debt.

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 September 30, 2013 and 2012:


	Three months ended September 30,
	2013								2012
	Average Balance			Interest		Average Rate/ Yield			Average Balance			Interest		Average Rate/ Yield
	($ in thousands)
INTEREST EARNING ASSETS
Gross loans ⁽¹⁾	$	2,530,856		$	32,061		5.03	%	$	1,197,737		$	15,928		5.29	%
Securities		221,245			1,292		2.32	%		123,022			708		2.29	%
Other interest-earning assets⁽²⁾		534,739			493		0.37	%		124,226			86		0.28	%

Total interest-earning assets		3,286,840			33,846		4.09	%		1,444,985			16,722		4.60	%

Allowance for loan and lease losses		(17,524	)							(11,542	)
BOLI and non-interest earning assets⁽³⁾		170,117								86,867

Total assets	$	3,439,433							$	1,520,310

INTEREST-BEARING LIABILITIES
Savings	$	907,413		$	2,471		1.08	%	$	165,968		$	211		0.51	%
NOW		447,961			995		0.88	%		43,028			24		0.22	%
Money market		599,971			556		0.37	%		216,753			244		0.45	%
Certificates of deposit		579,422			1,062		0.73	%		571,555			1,099		0.76	%
FHLB advances		40,183			56		0.55	%		64,978			74		0.45	%
Capital lease obligation		1,334			27		8.03	%		255			2		3.12	%
Long-term debt		82,902			1,736		8.31	%		34,024			660		7.72	%

Total interest-bearing liabilities		2,659,186			6,903		1.03	%		1,096,561			2,314		0.84	%

Noninterest-bearing deposits		413,877								210,497
Non-interest-bearing liabilities		29,407								21,294

Total liabilities		3,102,470								1,328,352
Total shareholders’ equity		336,963								191,958

Total liabilities and shareholders’ equity	$	3,439,433							$	1,520,310

Net interest income/spread				$	26,943		3.06	%				$	14,408		3.76	%

Net interest margin ⁽⁴⁾							3.25	%							3.97	%
Ratio of interest-earning assets to interest-bearing liabilities		123.60	%							131.77	%

(1)

Gross loans are net of deferred fees, related direct cost and discounts, but exclude the allowance for loan and lease losses. Non-accrual loans are included in the average balance. Loan fees of $530 thousand and $297 thousand and accretion of discount on purchased loans of $5.7 million and $476 thousand for three months ended September 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 $18.6 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 September 30, 2013
	Compared to September 30, 2012
	Total Change			Change Due To Volume			Change Due To Rate
	($ in thousands)
INTEREST-EARNING ASSETS
Loans receivable	$	16,133		$	21,504		$	(5,371	)
Securities		584			576			8
Other interest-earning assets		407			371			36

Total interest-earning assets		17,124			22,451			(5,327	)

INTEREST-BEARING LIABILITIES
Savings	$	2,260		$	1,802		$	458
NOW		971			738			233
Money market		312			599			(287	)
Certificates of deposit		(37	)		86			(123	)
FHLB advances		(18	)		(93	)		75
Capital lease obligations		25			19			6
Long-term debts		1,076			1,022			54

Total interest-bearing liabilities		4,589			4,173			416

Net interest income	$	12,535		$	18,278		$	(5,743	)

Interest income increased by $17.1 million, or 102.4 percent, to $33.8 million for the three months ended September 30, 2013, compared to $16.7 million for the three months ended September 30, 2012. The increase in interest income was primarily due to a $16.1 million increase in interest on loans receivable, $584 thousand increase in interest on securities and $407 thousand increase in other interest-earning assets.

The increase in interest on loans receivable was due mainly to the seasoned SFR mortgage loan pool purchases of $1.02 billion during the nine months ended September 30, 2013 and loan growth associated with the PBOC acquisition. The Company continues to evaluate potential purchases of seasoned SFR mortgage loans priced at an attractive discount.

Average gross loans receivable increased by $1.33 billion, or 111.3 percent, to $2.53 billion for the three months ended September 30, 2013, compared to $1.20 billion for the three months ended September 30, 2012. Yield on average loans receivable decreased by 0.26 basis points to 5.03 percent for the three months ended September 30, 2013, compared to 5.29 percent for the three months ended September 30, 2012. The decrease in yield on average gross loans was due mainly to a large increase in mortgage loans, which generally have lower interest rates than other commercial loans. For the nine months ended September 30, 2013, mortgage loan growth drove 70.6 percent of total loan increase of $1.35 billion. The decrease was partially offset by the attractive yield associated with the seasoned SFR mortgage loan pools. The effective yield on the purchased portfolios of seasoned SFR mortgage loans was 7.15 percent and 12.93 percent, and total interest income recorded from purchased loan pools was $8.1 million and $1.7 million, which includes discount accretion of $4.2 million and $770 thousand for the three months ended September 30, 2013 and 2012, respectively.

Interest expense increased $4.6 million, or 198.3 percent, to $6.9 million for the three months ended September 30, 2013, compared to $2.3 million for the three months ended September 30, 2012. The increase in interest expenses was primarily due to increases in interest-bearing deposits and long-term debt interest expense. During the fourth quarter of 2012, the Bank introduced a premier deposit program that has a more aggressive pricing and slightly above market rates.

Interest expense on interest-bearing deposits increased $3.5 million, or 222.2 percent, to $5.1 million for the three months ended September 30, 2013, compared to $1.6 million for the three months ended September 30, 2012, due mainly to an increase in deposits through the acquisition of PBOC and management’s successful strategy to increase core deposits. As a result of the relationship core deposit campaign commenced by the Bank, core deposits, defined as a sum of noninterest-bearing demand deposits, interest-bearing demand deposits, money market accounts and savings, increased $1.99 billion, or 300.1 percent, to $2.66 billion at September 30, 2013 from $663.6 million at December 31, 2012.

Average long-term debt increased by $48.9 million, or 143.7 percent, to $82.9 million for the three months ended September 30, 2013, compared to $34.0 million for the three months ended September 30, 2012, due mainly to the additional long term debt raised for aggregate principal amounts of $51.8 million during the three months ended December 31, 2012.


	Nine months ended September 30,
	2013								2012
	Average Balance			Interest		Average Rate/ Yield			Average Balance			Interest		Average Rate/ Yield
	($ in thousands)
INTEREST EARNING ASSETS
Gross loans ⁽¹⁾	$	1,934,555		$	76,751		5.30	%	$	954,167		$	35,060		4.91	%
Securities		147,459			2,159		1.96	%		111,495			2,139		2.56	%
Other interest-earning assets⁽²⁾		315,472			845		0.36	%		92,942			226		0.32	%

Total interest-earning assets		2,397,486			79,755		4.45	%		1,158,604			37,425		4.31	%

Allowance for loan and lease losses		(16,446	)							(11,766	)
BOLI and non-interest earning assets⁽³⁾		128,710								80,222

Total assets	$	2,509,750							$	1,227,060

INTEREST-BEARING LIABILITIES
Savings	$	571,830		$	4,342		1.02	%	$	88,410		$	233		0.35	%
NOW		280,352			1,712		0.82	%		20,582			61		0.40	%
Money market		423,672			1,042		0.33	%		211,070			658		0.42	%
Certificates of deposit		588,488			3,290		0.75	%		527,200			3,333		0.84	%
FHLB advances		46,721			177		0.51	%		45,996			266		0.77	%
Capital lease obligation		1,115			59		7.07	%		133			4		4.02	%
Long-term debt		83,677			5,206		8.32	%		19,405			1,155		7.95	%

Total interest-bearing liabilities		1,995,855			15,828		1.06	%		912,796			5,710		0.84	%

Noninterest-bearing deposits		239,379								114,753
Non-interest-bearing liabilities		29,738								12,080

Total liabilities		2,264,972								1,039,629
Total shareholders’ equity		244,778								187,431

Total liabilities and shareholders’ equity	$	2,509,750							$	1,227,060

Net interest income/spread				$	63,927		3.39	%				$	31,715		3.47	%

Net interest margin ⁽⁴⁾							3.56	%							3.66	%
Ratio of interest-earning assets to interest-bearing liabilities		120.12	%							126.93	%

(1)

Gross loans are net of deferred fees and related direct cost, but exclude the allowance for loan and lease losses. Non-accrual loans are included in the average balance. Loan fees of $1.0 million and $407 thousand and accretion of discount on purchased loans of $13.7 million and $908 thousand for nine months ended September 30, 2013 and 2012, respectively, are included in interest income.

(2)

Includes average balance of FHLB stock at cost and average time deposits with other financial institutions

(3)

Includes average balance of bank-owned life insurance of $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


	Nine months ended September 30, 2013
	Compared to September 30, 2012
	Total Change			Change Due To Volume		Change Due To Rate
	($ in thousands)
INTEREST-EARNING ASSETS
Loans receivable	$	41,691		$	38,654	$	3,037
Securities		20			791		(771	)
Other interest-earning assets		619			594		25

Total interest-earning assets		42,330			40,039		2,291

INTEREST-BEARING LIABILITIES
Savings	$	4,109		$	3,056	$	1,053
NOW		1,651			1,522		129
Money market		384			623		(239	)
Certificates of deposit		(43	)		493		(536	)
FHLB advances		(89	)		7		(96	)
Capital lease obligations		55			49		6
Long-term debts		4,051			3,995		56

Total interest-bearing liabilities		10,118			9,745		373

Net interest income	$	32,212		$	30,294	$	1,918

Interest income increased by $42.3 million, or 113.1 percent, to $79.8 million for the nine months ended September 30, 2013, compared to $37.4 million for the nine months ended September 30, 2012. The increase in interest income was primarily due to a $41.7 million increase in interest on loans receivable and $619 thousand increase in other interest-earning assets.

The increase in interest on loans receivable was due mainly to the seasoned SFR mortgage loan pool purchases of $1.20 billion during the nine months ended September 30, 2013 and other loan purchases of $66.7 million during the second half of 2012 along with loan growth associated with the business acquisitions. The Company continues to evaluate potential purchases of seasoned SFR mortgage loans priced at an attractive discount.

Average gross loans receivable increased by $980.4 million, or 102.7 percent, to $1.93 billion for the nine months ended September 30, 2013, compared to $954.2 million for the nine months ended September 30, 2012. Yield on average loans receivable also increased by 39 basis points to 5.30 percent for the nine months ended September 30, 2013, compared to 4.91 percent for the nine months ended September 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 8.25 percent and 11.89 percent and total interest income recorded from purchased loan pools was $20.1 million and $2.7 million, which includes discount accretion of $11.9 million and $1.2 million, for the nine months ended September 30, 2013 and 2012, respectively.

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 $10.1 million, or 177.2 percent, to $15.8 million for the nine months ended September 30, 2013, compared to $5.7 million for the nine months ended September 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 $6.1 million, or 142.4 percent, to $10.4 million for the nine months ended September 30, 2013, compared to $4.3 million for the nine months ended September 30, 2012, due mainly to an increase in deposits through the business acquisitions and management’s strategy to increase core deposits during 2013.

Average long-term debt increased by $64.3 million, or 331.2 percent, to $83.7 million for the nine months ended September 30, 2013, compared to $19.4 million for the nine months ended September 30, 2012, due mainly to an additional long term debt raised for aggregate principal amount $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 Bank 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 September 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 nine months ended September 30, 2013, the Company acquired five pools of loans which were partially ASC 310-30 loans. During the nine months ended September 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 16.9 percent discount to the aggregated unpaid principal balances and there was 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 months ended September 30, 2013 and 2012, the Company provided $2.1 million and $1.0 million, respectively, and during the nine months ended September 30, 2013 and 2012, the Company provided $6.2 million and $2.0 million, 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 evaluates the PCI loans relating to the Beach Business Bank and Gateway Business Bank acquisitions and the loan pools for potential impairment. We had none and $929 thousand provision for loan losses for the three and nine months ended September 30, 2013, respectively. 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 September 30, 2013 and 2012:


	Three Months Ended September 30,					Increase (Decrease)
	2013		2012			Amount			Percentage
	($ in thousands)
Customer service fees	$	621	$	543		$	78			14.4	%
Loans servicing income		293		146			147			100.7	%
Income from bank owned life insurance		42		69			(27	)		-39.1	%
Net gain (loss) on sale of securities available for sale		10		(12	)		22			183.3	%
Net gain on sale of loans		484		59			425			720.3	%
Net gain on mortgage banking activities		16,231		5,546			10,685			192.7	%
Bargain purchase gain		—		12,055			(12,055	)		-100.0	%
Other income		545		1,106			(561	)		-50.7	%

Total noninterest income	$	18,226	$	19,512		$	(1,286	)		-6.6	%

Noninterest income decreased $1.3 million to $18.2 million for the three months ended September 30, 2013 compared to $19.5 million for the three months ended September 30, 2012, primarily due to a bargain purchase gain of $12.1 million recognized from the Company’s acquisition of Gateway during the three months ended September 30, 2012, partially offset by a $10.7 million increase in mortgage banking related income.

Customer service fees, which consist of deposit product related service charges, increased by $78 thousand, or 14.4 percent, to $621 thousand for the three months ended September 30, 2013, compared to $543 thousand for the three months ended September 30, 2012 due mainly to increases in transaction deposit accounts.

Loans servicing income increased by $147 thousand, or 100.7 percent, to $293 thousand for the three months ended September 30, 2013, compared to $146 thousand for the three months ended September 30, 2012 due mainly to an increase in servicing retained sold mortgage loans. The unpaid principal balance of these loans were $760.8 million and $202.0 million at September 30, 2013 and 2012, respectively.

Net gain on sale of loans increased by $425 thousand, or 720.3 percent, to $484 thousand for the three months ended September 30, 2013, compared to $59 thousand for the three months ended September 30, 2012, due mainly to an increase in sales of other loans that were originated by divisions other than MHMB of the Bank’s residential lending division. For the three months ended September 30, 2013, the Bank sold $64.0 million of loans.

The Company reported $16.2 million in net gain on mortgage banking activities related to the MHMB division of the 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 September 30, 2013, MHMB originated $521.0 million in loans and sold $517.5 million of loans in the secondary market. The net gain and margin on these sales were $5.7 million and 1.1 percent, respectively, and loan origination fees were $3.8 million for the three months ended September 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 loss of $11.8 million for the three months ended September 30, 2013. The net change in the fair value of the loans held for sale was a net gain of $11.4 million for the three months ended September 30, 2013. The initial capitalized value of our MSRs totaled $2.8 million on $304.1 million of loans sold servicing retained to Fannie Mae, Freddie Mac and Ginnie Mae for the three months ended September 30, 2013. Other fee income associated with loan originations and sales, net of other adjustments, was $4.3 million for the three months ended September 30, 2013.

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


	Nine Months Ended
	September 30,					Increase (Decrease)
	2013		2012			Amount			Percentage
	($ in thousands)
Customer service fees	$	1,676	$	1,282		$	394			30.7	%
Loans servicing income		939		146			793			543.2	%
Income from bank owned life insurance		130		198			(68	)		-34.3	%
Net gain (loss) on sale of securities available for sale		319		(83	)		402			484.3	%
Net gain on sale of loans		4,520		204			4,316			2115.7	%
Net gain on mortgage banking activities		52,862		5,546			47,316			853.2	%
Bargain purchase gain		—		12,055			(12,055	)		-100.0	%
Other income		1,780		1,306			474			36.3	%

Total noninterest income	$	62,226	$	20,654		$	41,572			201.3	%

Noninterest income increased $41.6 million to $62.2 million for the nine months ended September 30, 2013 compared to $20.7 million for the nine months ended September 30, 2012, primarily due to a $47.3 million increase mortgage banking related income, a $4.3 million increase in net gain on sale of loans, a $793 thousand increase in loans servicing income, a $394 thousand increase in customer service fees, partially offset by a $12.1 million bargain purchase gain recognized for the three months ended September 30, 2012 from the acquisition of Gateway.

Customer service fees, which consist of deposit product related service charges, increased by $394 thousand, or 30.7 percent, to $1.7 million for the nine months ended September 30, 2013, compared to $1.3 million for the nine months ended September 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 $127.0 million of securities during the nine months ended September 30, 2013.

Net gain on sale of loans increased $4.3 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, and increase of sales of $156.4 million loans originated by divisions other than MHMB during the nine months ended September 30, 2013.

The Company reported $52.9 million in net gain on mortgage banking activities related to the MHMB division of the 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 nine months ended September 30, 2013, the MHMB mortgage operations unit has originated $1.39 billion of loans and sold $1.25 billion of loans in the secondary market. The net gain and margin on these sales were $29.6 million and 2.4 percent, respectively, and loan origination fees were $8.8 million for the nine months ended September 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 loss of $5.0 million for the nine months ended September 30, 2013. The net change in the fair value of the loans held for sale was a net gain of $12.9 million for the nine months ended September 30, 2013. The initial capitalized value of our MSRs, which totaled $5.4 million on $561.1 million of loans sold to Fannie Mae, Freddie Mac and Ginnie Mae for the nine months ended September 30, 2013. Other fee income associated with loan originations and sales, net of other adjustments, were $1.2 million for the nine months ended September 30, 2013.

Noninterest Expense.

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


	Three Months Ended
	September 30,					Increase (Decrease)
	2013			2012		Amount			Percentage
	($ in thousands)
Salaries and employee benefits, excluding commissions	$	23,974		$	11,893	$	12,081			101.6	%
Commissions		6,205			1,720		4,485			260.8	%

Total Salaries and employee benefits		30,179			13,613		16,566			121.7	%
Occupancy and equipment		5,247			2,473		2,774			112.2	%
Professional fees		4,560			3,788		772			20.4	%
Data processing		1,552			1,037		515			49.7	%
Advertising		1,664			395		1,269			321.3	%
Regulatory assessments		986			291		695			238.8	%
Loan servicing and foreclosure expense		276			83		193			232.5	%
Operating loss on equity investment		120			76		44			57.9	%
Valuation allowance for OREO		18			36		(18	)		-50.0	%
Net (gain) loss on sales of OREO		(73	)		42		(115	)		-273.8	%
Provision for loan repurchases		375			172		203			118.0	%
Amortization of intangible assets		973			329		644			195.7	%
Impairment on intangible assets		976			—		976			NM
Other expense		5,451			2,121		3,330			157.0	%

Total noninterest expense	$	52,304		$	24,456	$	27,848			113.9	%

Noninterest expense increased by $27.8 million, or 113.9 percent, to $52.3 million for the three months ended September 30, 2013 compared to $24.5 million for the three months ended September 30, 2012. This increase was primarily the result of a $16.6 million increase in salaries and employee benefits that includes a $4.5 million increase in commissions paid for mortgage banking activities, a $3.3 million increase in other expenses, a $2.8 million increase in occupancy and equipment expense, a $772 thousand increase in professional fees, a $515 thousand increase in data processing, a $976 thousand impairment on intangible assets and a $1.3 million increase in advertising. The increase in expense relates predominately to the acquisitions of PBOC, 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 excluding commissions represented 45.8 percent and 48.6 percent of total noninterest expense for the three months ended September 30, 2013 and September 30, 2012, respectively. Total salaries and employee benefits, excluding commissions, increased $12.1 million, or 101.6 percent, to $24.0 million for the three months ended September 30, 2013 from $11.9 million for the three months ended September 30, 2012, due to additional compensation expense related to an increase in full-time equivalent employees resulting from the PBOC, Beach and Gateway acquisitions and business expansion from MHMB. Commission expense, which is a variable expense, primarily related to single family mortgage originations, approximated $6.2 million for the three months ended September 30, 2013. Total originations for the three months ended September 30, 2013 were $521.0 million.

Occupancy and equipment expense increased $2.8 million, or 112.2 percent, to $5.2 million for the three months ended September 30, 2013 from $2.5 million for the three months ended September 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 8 new producing loan production offices for MHMB opened for the three months ended September 30, 2013.

Total professional fees increased $772 thousand, or 20.4 percent, to $4.6 million for the three months ended September 30, 2013 from $3.8 million for the three months ended September 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 Bank’s current systems.

Data processing expense increased $515 thousand or 49.7 percent, due mainly to a higher volume transactions and number of accounts from the increased loans and deposits.

Other expenses increased $3.3 million, or 157.0 percent, to $5.5 million for the three months ended September 30, 2013 from $2.1 million for the three months ended September 30, 2012, due to the mortgage banking operations and filing and printing fees of the Company’s SEC documents. During the three months ended September 30, 2013, the Company wrote off all remaining trade name of $976 thousand due to the merger of the Company’s two banking subsidiaries into a single bank.

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


	Nine Months Ended
	September 30,						Increase (Decrease)
	2013			2012			Amount			Percentage
	($ in thousands)
Salaries and employee benefits, excluding commissions	$	58,252		$	21,937		$	36,315			165.5	%
Commissions		16,318			1,720			14,598			848.7	%

Total Salaries and employee benefits		74,570			23,657			50,913			215.2	%
Occupancy and equipment		12,070			4,793			7,277			151.8	%
Professional fees		9,804			5,318			4,486			84.4	%
Data processing		3,827			1,946			1,881			96.7	%
Advertising		3,076			848			2,228			262.7	%
Regulatory assessments		1,578			971			607			62.5	%
Loan servicing and foreclosure expense		628			788			(160	)		-20.3	%
Operating loss on equity investment		410			229			181			79.0	%
Valuation allowance for OREO		97			205			(108	)		-52.7	%
Net (gain) loss on sales of OREO		(224	)		(466	)		242			51.9	%
Provision for loan repurchases		1,363			172			1,191			692.4	%
Amortization of intangible assets		1,707			329			1,378			418.8	%
Impairment on intangible assets		976			—			976			NM
Other expense		11,574			3,827			7,747			202.4	%

Total noninterest expense	$	121,456		$	42,617		$	78,839			185.0	%

Noninterest expense increased by $78.8 million, or 185.0 percent, to $121.5 million for the nine months ended September 30, 2013 compared to $42.6 million for the nine months ended September 30, 2012. This increase was primarily the result of a $50.9 million increase in salaries and employee benefits that includes a $14.6 million increase in commissions paid for mortgage banking activities, a $7.3 million increase in occupancy and equipment expense, a $7.7 million increase in other expense, a $4.5 million increase in professional fees, a $1.9 million increase in data processing, a $976 thousand impairment on intangible assets, a $1.2 million increase in provision for loan repurchases and a $2.2 million increase in advertising. The increase in expense relates predominately to the acquisitions of PBOC, 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 excluding commissions represented 48.0 percent and 51.5 percent of total noninterest expense for the nine months ended September 30, 2013 and September 30, 2012, respectively. Total salaries and employee benefits, excluding commissions, increased $36.3 million, or 165.5 percent, to $58.3 million for the nine months ended September 30, 2013 from $21.9 million for the nine months ended September 30, 2012, due to additional compensation expense related to an increase in full-time equivalent employees resulting from the PBOC, Beach and Gateway acquisitions. The additional staff and the growth related to the mortgage banking operations has contributed to the increase to a significant degree. Commission expense, which is a variable expense, primarily related to single family mortgage originations, approximated $16.3 million for the nine months ended September 30, 2013. Total originations for the nine months ended September 30, 2013 were $1.39 billion.

Occupancy and equipment expense increased $7.3 million, or 151.8 percent, to $12.1 million for the nine months ended September 30, 2013 from $4.8 million for the nine months ended September 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 PBOC, Beach and Gateway acquisitions last year, and 27 new producing loan production offices for MHMB opened during the nine months ended September 30, 2013.

Total professional fees increased $4.5 million, or 84.4 percent, to $9.8 million for the nine months ended September 30, 2013 from $5.3 million for the nine months ended September 30, 2012, due to increased accounting, consulting and legal fees related to the PBOC acquisition as well as consulting costs associated with the integration of the Bank’s systems.

Data processing expense increased $1.9 million or 96.7 percent due mainly to a higher volume transactions and number of accounts from the increased loans and deposits.

Provision for loan repurchases on loans sold of $1.2 million represents the expected losses on the $1.39 billion of loans originated during the nine months ended September 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 $7.7 million, or 202.4 percent, to $11.6 million for the nine months ended September 30, 2013 from $3.8 million for the nine months ended September 30, 2012, due to the mortgage banking operations and filing and printing of the Company’s SEC documents. The Company also wrote off all remaining trade name of $976 thousand due to the merger of the Company’s two banking subsidiaries into a single bank.

Income Tax Expense

For the three months ended September 30, 2013 and 2012, income tax benefit was $710 thousand and $1.1 million, respectively, and the effective tax rate was 7.7 percent and (13.2) percent, respectively. For nine months ended September 30, 2013 and 2012, income tax expense (benefit) was $1.7 million and $(1.4) million, respectively, and effective tax rate was (116.4) percent and (18.4) percent, respectively. The Company’s effective tax rate increased due to increases in the valuation allowances and other permanent detriments.

The Company accounts for income taxes by recognizing deferred tax assets and liabilities based upon temporary differences between the amounts for financial reporting purpose 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 September 30, 2013, the Company had a net deferred tax asset of $5.5 million, net of a $12.3 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 September 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 September 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 September 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 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.

At September 30, 2013 and December 31, 2012, the valuation allowance was $12.3 million and $8.4 million, respectively.

FINANCIAL CONDITION

Total assets increased by $2.04 billion, or 121.0 percent, to $3.72 billion at September 30, 2013, compared to $1.68 billion at December 31, 2012. The increase in total assets was due primarily to a $1.34 billion increase in net loans and leases receivable, a $254.0 million increase in loans held for sale, a $307.4 million increase in cash and cash equivalents and a $46.6 million increase in investment securities.

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 September 30, 2013 and December 31, 2012.

Total investment securities available-for-sale increased by $46.6 million, or 38.4 percent, to $168.0 million at September 30, 2013, compared to $121.4 million at December 31, 2012, due mainly to acquired securities of $219.3 million from the acquisition of PBOC and $51.5 million of purchases, partially offset by $127.0 million of sales, $82.9 million of principal payments and $12.2 million of calls and pay-offs. Investment securities had a net unrealized loss of $508 thousand at September 30, 2013, compared to a net unrealized gain of $736 thousand at December 31, 2012.


	September 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. Treasury notes	$	110	$	110	$	—		$	—	$	—	$	—
SBA loan pools securities		1,794		1,771		(23	)		—		—		—
U.S. government-sponsored entities and agency securities		1,925		1,942		17			2,706		2,710		4
State and Municipal securities		—		—		—			9,660		9,944		284
Private label residential mortgage-backed securities		17,208		17,334		126			41,499		41,846		347
Agency mortgage-backed securities		147,469		146,841		(628	)		66,818		66,919		101

Total securities available for sale	$	168,506	$	167,998	$	(508	)	$	120,683	$	121,419	$	736

Loans and Leases Receivable

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


	September 30,			December 31,			Increase (Decrese)
	2013			2012			Amount			Percentage
	($ in thousands)
Commercial
Commercial and industrial	$	250,923		$	80,393		$	170,530			212.1	%
Real estate mortgage		483,198			339,888			143,310			42.2	%
Multi-family		130,182			113,674			16,508			14.5	%
SBA		27,724			36,120			(8,396	)		-23.2	%
Construction		22,827			6,648			16,179			243.4	%
Lease financing		21,325			11,203			10,122			90.4	%
Consumer:
Real estate 1-4 family first mortgage		1,389,499			438,720			950,779			216.7	%
Green Loan—First Liens		158,517			198,351			(39,834	)		-20.1	%
Green Loan—Second Liens		6,309			7,653			(1,344	)		-17.6	%
HELOC’s, home equity loans, and other consumer installment credit		103,638			13,909			89,729			645.1	%

Total	$	2,594,142		$	1,246,559		$	1,347,583			108.1	%

Net deferred loan costs	$	842		$	447		$	395			88.4	%
Unamortized purchase premium		1,204			1,465			(261	)		-17.8	%
Allowance for loan losses		(19,130	)		(14,448	)		(4,682	)		32.4	%

Loans and leases receivable, net	$	2,577,058		$	1,234,023		$	1,343,035			108.8	%

Seasoned SFR Mortgage Loan Acquisition

During the nine months ended September 30, 2013, the Company completed five seasoned SFR mortgage loan pool acquisitions with unpaid principal balances and fair values of $1.02 billion and $846.6 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. The unpaid principal balances and fair values of these loans at the respective dates of acquisition were $471.4 million and $342.2 million, respectively. At September 30, 2013, the unpaid principal balance and carrying value of these loans were $333.7 million and $267.2 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 61.1 percent of current property value at the time of acquisition based on a third party broker price opinion, and less than 83.1 percent of note balance at the time of acquisition. At the time of acquisition, approximately 86.3 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 4.39 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 655. 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 $292 thousand. Approximately 89.6 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 94.0 percent had made nine monthly payments in the nine 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 36.3 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 September 30, 2013, the unpaid principal balance and carrying value of these loans were $87.5 million and $53.7 million, respectively.

At September 30, 2013 and December 31, 2012, approximately 4.32 percent and 6.00 percent of unpaid principal balance of these loans were delinquent 60 or more days and 1.00 percent and 0.23 percent respectively were in bankruptcy or foreclosure. During the nine months ended September 30, 2013, delinquencies on seasoned SFR loan pools increased due to additional acquisitions as well as a transfer of servicing.

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


	September 30, 2013				December 31, 2012
	Outstanding		Carrying		Outstanding		Carrying
	Balance		Amount		Balance		Amount
	($ in thousand)
Commercial
Commercial and industrial	$	5,119	$	3,600	$	11,350	$	6,808
Real estate mortgage		25,405		18,987		22,698		21,837
Multi-family		1,188		831		1,208		845
SBA		5,096		3,801		7,967		5,608
Consumer:
Real estate 1-4 family first mortgage		421,446		321,078		108,428		65,066
HELOC’s, home equity loans, and other consumer installment credit		954		831		110		56

Outstanding balance	$	459,208	$	349,128	$	151,761	$	100,220

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


	Three months ended September 30,						Nine months ended September 30,
	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	($ in thousand)
Balance at beginning of period	$	98,239		$	6,608		$	32,207		$	—
New loans or leases purchased		59,798			28,852			155,416			35,892
Accretion of income		(4,684	)		(318	)		(12,195	)		(750	)
Reclassifications from nonaccretable difference		154			—			(5,034	)		—
Disposals		(5,881	)		—			(22,768	)		—

Balance at end of period	$	147,626		$	35,142		$	147,626		$	35,142

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 (“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) loans and a small number of loans with the potential for negative amortization. As of September 30, 2013 and December 31, 2012, the non-traditional mortgages totaled $374.3 million or 14.4 percent of the total gross loan portfolio and $368.2 million or 29.5 percent of the total gross loan portfolio, respectively. Despite the decrease in percentage to total gross loan portfolio, total NTM loans increased $6.0 million or 1.6 percent. The following table represents the composition of the NTM portfolio at the dates indicated:


	September 30, 2013								December 31, 2012
	Count		Amount			Percent			Count		Amount			Percent
	($ in thousands)
Green		203	$	164,826			44.0	%		239	$	206,004			56.0	%
Interest-only		292		192,363			51.4			191		142,978			38.8
Negative amortization		38		17,074			4.6			40		19,262			5.2

Total NTM loans		533	$	374,263			100.0	%		470	$	368,244			100.0	%

Total gross loan portfolio			$	2,594,142							$	1,246,559
% of NTM to total gross loan portfolio				14.4	%							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:


	September 30, 2013					December 31, 2012
	Amount		Percent			Amount		Percent
	($ in thousands)
Green Loans (HELOC)—First Liens	$	158,517		96.2	%	$	198,351		96.3	%
Green Loans (HELOC)—Second Liens		6,309		3.8	%		7,653		3.7	%

Total Green Loans	$	164,826		100.0	%	$	206,004		100.0	%

At September 30, 2013, Green Loans totaled $164.8 million, a decrease of $41.2 million or 20.0 percent from $206.0 million at December 31, 2012, primarily due to reductions in principal balance and payoffs of $9.2 million and $39.7 million, respectively, partially offset by advances of $7.7 million. As of September 30, 2013 and December 31, 2012, $4.5 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.

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:


	September 30, 2013
	Three months ended			Nine months ended
	(In thousands)
Beginning Balance	$	169,439		$	198,351
Principal and Interest Advances		1,719			7,226
Payoffs		(11,765	)		(38,570	)
Principal Payments		(876	)		(8,490	)

Ending Balance	$	158,517		$	158,517

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 HELOCs 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, HELOCs 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 borrower’s depositing of funds into their checking account at the same bank.

Credit guidelines for Green Loans were established based on borrower 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 to10 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

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


	September 30, 2013					December 31, 2012
	Amount		Percent			Amount		Percent
	($ in thousands)
Real estate 1-4 family first mortgage	$	192,250		99.9	%	$	142,865		99.9	%
Real estate 1-4 family junior lien mortgage		113		0.1	%		113		0.1	%

Total Interest Only loans	$	192,363		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 negative amortization loan balance decreased by $2.2 million or 11.4 percent to $17.1 million as of September 30, 2013 from $19.3 million as of December 31, 2012. The Company discontinued origination of negative amortization loans in 2007. As of September 30, 2013 and December 31, 2012, $158 thousand and none, respectively, 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.

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


	September 30, 2013					December 31, 2012
	Amount		Percent			Amount		Percent
	($ in thousands)
Real estate 1-4 family first mortgage	$	17,074		100.0	%	$	19,262		100.0	%

Total loans with the potential for Negative Amortization	$	17,074		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 September 30, 2013, was $700.8 million. As of September 30, 2013, the Company has outstanding loan commitments of $374.3 million or 53.4 percent of the maximum loan commitment limit resulting in available capacity of $326.5 million or 46.6 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 $700.8 million has not been exceeded. The interest only mortgage loans that have original LTVs that exceed 70 percent are further limited to $467.2 million. As of September 30, 2013, the outstanding loan commitments are $192.4 million or 27.4 percent of loan maximum loan commitment with available capacity of $508.4 million or 72.6 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 $175.2 million as of September 30, 2013. As of September 30, 2013, the Company has outstanding loan commitments in the HELOC portfolio of $6.3 million or 3.6 percent of the maximum commitment with available capacity of $168.9 million or 96.4 percent remaining. Additionally HELOCs are further limited to not exceed $81.8 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.

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.

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 part of ongoing monitoring on NTM loans, the Company curtailed additional $2.1 million available credit during the nine months ended September 30, 2013.

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 $521.0 million and $350.9 million representing an increase of $170.1 million, or 48.5 percent, of SFR real estate through its Retail and Wholesale channels during the three months ended September 30, 2013 and December 31, 2012, respectively. The Company sold $517.5 million and $345.5 million, which is an increase of $172.0 million, or 49.8 percent, for the three months ended September 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 $181.3 million at September 30, 2013, which represents an increase of $90.2 million, or 99.9 percent. In conjunction with its business strategy, the Company opened 8 new producing loan production offices during the three months ended September 30, 2013.

Servicing Rights

Total mortgage and SBA servicing rights were $7.6 million and $2.3 million at September 30, 2013 and December 31, 2012, respectively. The fair value of the mortgage servicing rights (MSRs) amounted to $7.2 million and $1.7 million and the amortized cost of the SBA servicing rights was $383 thousand and $539 thousand at September 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 $760.8 million and $25.6 million, respectively, at September 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 0.95 percent and 1.49 percent, respectively, at September 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 September 30, 2013 was $312 thousand.

For the nine months ended September 30, 2013, the Bank acquired five pools of loans which were partially ASC 310-30 loans. During the nine months ended September 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 an aggregate 16.9 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 September 30, 2013 was $17.4 million, which represented 1.39 percent of the gross loans, excluding loans subject to fair market valuation, certain acquired loans and PCI loans totaling $1.34 billion, as compared to $14.4 million, or 1.56 percent, of the gross loans, excluding loans subject to fair market valuation, certain acquired loans and PCI loans totaling $324.7 million, at December 31, 2012. Of the $19.1 million allowance, $1.4 million were specific allowance allocations to impaired loans and leases, including loans and leases which are subject to troubled debt restructurings, with $17.4 million serving as a general allocation of allowance for loan and lease losses. An unallocated reserve of $105 thousand was held at September 30, 2013. The allowance for loan and lease losses plus market discount for originated and acquired loans excluding the PCI loans to gross loans was 1.56 percent at September 30, 2013 versus 1.52 percent at December 31, 2012. The Company provided $2.1 million to its provision for loan and lease losses during the three months ended September 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 September 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)
September 30, 2013:
Allowance for loan and lease losses:
Balance as of June 30, 2013	$	816	$	4,508		$	1,449		$	179		$	503		$	244		$	8,751		$	225		$	304		$	16,979
Charge-offs		—		(12	)		—			(199	)		—			—			—			—			—			(211	)
Recoveries		—		153			—			97			—			2			1			—			—			253
Provision		636		1,047			266			373			(194	)		66			12			102			(199	)		2,109

Balance as of September 30, 2013	$	1,452	$	5,696		$	1,715		$	450			309		$	312		$	8,764		$	327		$	105		$	19,130

Balance as of December 31, 2012	$	263	$	3,178		$	1,478		$	118		$	21		$	261		$	8,855		$	274		$	—		$	14,448
Charge-offs		—		(372	)		(553	)		(592	)		—			(23	)		(591	)		(14	)		—			(2,145	)
Recoveries		—		173			88			264			—			8			92			7			—			632
Provision		1,189		2,717			702			660			288			66			408			60			105			6,195

Balance as of September 30, 2013	$	1,452	$	5,696		$	1,715		$	450			309		$	312		$	8,764		$	327		$	105		$	19,130

Individually evaluated for impairment	$	2	$	276		$	—		$	—		$	—		$	—		$	1,089		$	32		$	—		$	1,399
Collectively evaluated for impairment		1,450		5,420			1,715			450			309			312			7,363			295			105			17,419
Acquired with deteriorated credit quality		—		—			—			—			—			—			312			—			—			312

Total ending allowance balance	$	1,452	$	5,696		$	1,715		$	450			309		$	312		$	8,764		$	327		$	105		$	19,130

Loans:
Individually evaluated for impairment	$	70	$	5,896		$	—		$	11		$	—		$	—		$	13,202		$	1,055		$	—		$	20,234
Collectively evaluated for impairment		247,078		457,376			130,449			23,857			22,838			21,340			1,215,790			108,098			—			2,226,826
Acquired with deteriorated credit quality		3,600		18,987			831			3,801			—			—			321,078			831			—			349,128

Total ending loan balances	$	250,748	$	482,259		$	131,280		$	27,669			22,838		$	21,340		$	1,550,070		$	109,984		$	—		$	2,596,188

September 30, 2012:
Allowance for loan and lease losses:
Balance as of June 30, 2012	$	128	$	3,313		$	1,292		$	—		$	—		$	—		$	6,528		$	187		$	—		$	11,448
Charge-offs		—		—			—			—			—			—			(226	)		—			—			(226	)
Recoveries		—		—			—			—			—			—			126			—			—			126
Provision		185		460			181			82			—			67			4			52			—			1,031

Balance as of September 30, 2012	$	313	$	3,773		$	1,473		$	82		$	—		$	67		$	6,432		$	239		$	—		$	12,379

Balance as of December 31, 2011	$	128	$	2,234		$	1,541		$	—		$	—		$	—		$	8,635		$	242		$	—		$	12,780
Charge-offs		—		(236	)		—			—			—			—			(2,304	)		(7	)		—			(2,547	)
Recoveries		—		—			—			—			—			—			143			2			—			145
Provision		185		1,775			(68	)		82			—			67			(42	)		2			—			2,001

Balance as of September 30, 2012	$	313	$	3,773		$	1,473		$	82		$	—		$	67		$	6,432		$	239		$	—		$	12,379

Individually evaluated for impairment	$	—	$	478		$	613		$	—		$	—		$	—		$	458		$	—		$	—		$	1,549
Collectively evaluated for impairment		313		3,295			860			82			—			67			5,974			239			—			10,830
Acquired with deteriorated credit quality		—		—			—			—			—			—			—			—			—			—

Total ending allowance balance	$	313	$	3,773		$	1,473		$	82		$	—		$	67		$	6,432		$	239		$	—		$	12,379

Loans:
Individually evaluated for impairment	$	—	$	3,372		$	5,455		$	—		$	—		$	—		$	13,960		$	3		$	—		$	22,790
Collectively evaluated for impairment		74,376		276,350			99,847			43,916			4,712			5,031			562,084			21,740			—			1,088,056
Acquired with deteriorated credit quality		7,290		23,156			852			6,817			—			—			66,354			59			—			104,528

Total ending loan balances	$	81,666	$	302,878		$	106,154		$	50,733		$	4,712		$	5,031		$	642,398		$	21,802		$	—		$	1,215,374

Reserve for Loss on Repurchased Loans

Reserve for loss on repurchased loans was $4.3 million at September 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 nine months ended September 30, 2013:


	Three months ended September 30,					Nine months ended September 30,
	2013			2012		2013			2012
	(In thousands)
Balance, beginning of period	$	3,974		$	—	$	3,485		$	—
Acquired in business combinations		—			2,493		—			2,493
Provision for loan repurchases		375			172		1,363			172
Payments made for loss reimbursement on sold loans		(67	)		—		(566	)		—

Balance, end of period	$	4,282		$	2,665	$	4,282		$	2,665

Deposits

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


	September 30, 2013		December 31, 2012		Increase (Decrease)
	September 30, 2013		December 31, 2012		Amount			Percentage
	($ in thousands)
Noninterest-bearing demand deposits	$	441,081	$	194,662	$	246,419			126.6	%
Interest-bearing demand deposits		534,476		15,111		519,365			3437.0	%
Money market		574,111		294,804		279,307			94.7	%
Savings		1,105,360		159,055		946,305			595.0	%
Certificates of deposit		604,346		642,710		(38,364	)		-6.0	%

Total Deposits	$	3,259,374	$	1,306,342	$	1,953,032			149.5	%

Total deposits increased by $1.95 billion, or 149.5 percent, to $3.26 billion at September 30, 2013, compared to $1.31 billion at December 31, 2012. The increase in total deposits primarily resulted from the acquisition of PBOC on July 1, 2013 and strategic plans aiming to increase core deposits. The composition of the deposits assumed in the PBOC acquisition was as follows as of the acquisition date:


	Amount
	($ in thousands)
Noninterest-bearing demand deposits	$	235,859
Interest-bearing demand deposits		25,983
Money market		207,746
Savings		2,959
Certificates of deposit		88,946

Total Deposits	$	561,493

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. As of September 30, 2013, deposits generated through this program totaled approximately $1.24 billion.

On May 31, 2013, the 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 $462.8 million as of September 30, 2013, with the composition of such deposits being as follows:


	Amount		Percentage to be sold by cateogry			Percentage to total deposits
	($ in thousands)
Noninterest-bearing demand deposits	$	25,322		5.7	%		0.8	%
Interest-bearing demand deposits		53,280		10.0	%		1.6	%
Money market		36,547		6.4	%		1.1	%
Savings		183,178		16.6	%		5.6	%
Certificates of deposit		164,442		27.2	%		5.0	%

Total Deposits	$	462,769		14.2	%		14.2	%

The transaction with AWB was completed on October 4, 2013.

Federal Home Loan Bank Advances

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 Bank is 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 Bank has 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 Bank’s liquidity, represented by cash and cash equivalents and securities available for sale, is a product of its operating, investing, and financing activities. The Bank’s 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 Bank invests excess funds in short-term interest-earning assets, which provide liquidity to meet lending requirements. The Bank also generates cash through borrowings. The Bank utilizes Federal Home Loan Bank advances to leverage its capital base, to provide funds for its lending activities, as a source of liquidity, and to enhance its interest rate risk management. The Bank also has 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 Bank maintains a strategy of investing in various lending products. The Bank uses its 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 September 30, 2013, there were $99.8 million of approved loan origination commitments, $249.1 million of unused lines of credit and $6.3 million of outstanding letters of credit. Certificates of deposit maturing in the next 12 months totaled $419.6 million and $10.0 million of FHLB advances had maturities of less than 12 months at September 30, 2013. Additionally, the deposits to be transferred for the branch sale to AWB (which was completed on October 4, 2013) totaled $462.8 million as of September 30, 2013, which included $137.1 million of certificates of deposit maturing in the next 12 months. The Bank funded the transactions by utilizing current excess cash and 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 Bank, although no assurance can be given in this regard. At September 30, 2013, the Company maintained $416.0 million of cash and cash equivalents that was 11.18 percent to total assets. In addition, the Bank had the ability at September 30, 2013 to borrow an additional $527.4 million from the FHLB and $156.9 million from the Federal Reserve Bank. The Bank intends 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 September 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	$	99,848	$	77,823	$	6,924	$	7,975	$	7,126
Standby letters of credit		6,285		3,240		2,173		94		778
Unused lines of credit		249,129		92,123		48,084		50,996		57,926

	$	355,262	$	173,186	$	57,181	$	59,065	$	65,830


	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	$	25,000	$	10,000	$	15,000	$	—	$	—
Long-term debt		126,330		6,356		12,713		12,713		94,548
Operating and capital lease obligations		25,863		5,613		10,238		6,060		3,952
Maturing certificates of deposit		604,346		419,632		118,134		59,300		7,280

	$	781,539	$	441,601	$	156,085	$	78,073	$	105,780

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 Bank 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 September 30, 2013 and December 31, 2012. Prior to July 1, 2013, PBOC was known as Beach Business Bank and effective October 11, 2013, Pacific Trust Bank and PBOC were merged to form the Bank.


	Amount					Minimum Capital Requirements					Minimum Required to Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	($ in thousands)
September 30, 2013:
Banc of California, Inc
Total risk-based capital ratio	$	290,571		12.64	%	$	183,871		8.00	%		N/A		N/A
Tier 1 risk-based capital ratio		266,102		11.58			91,935		4.00			N/A		N/A
Tier 1 leverage ratio		266,102		7.82			136,125		4.00			N/A		N/A
Banc of California, NA
Total risk-based capital ratio	$	233,446		15.39	%	$	121,331		8.00	%	$	151,664		10.00	%
Tier 1 risk-based capital ratio		214,471		14.14			60,666		4.00			90,999		6.00
Tier 1 leverage ratio		214,471		8.11			105,844		4.00			132,306		5.00
The Private Bank of California
Total risk-based capital ratio	$	89,737		11.55	%	$	62,177		8.00	%	$	77,721		10.00	%
Tier 1 risk-based capital ratio		85,958		11.06			31,089		4.00			46,633		6.00
Tier 1 leverage ratio		85,958		8.34			41,208		4.00			51,510		5.00
December 31, 2012:
Banc of California, Inc
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
Banc of California, NA
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
The Private Bank of California
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 Bank 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 Bank, to retain, through a one-time election, the existing treatment for most accumulated other comprehensive income, such that unrealized gains and losses on securities available for sale will not affect regulatory capital amounts and ratios.

•

Implements a new capital conservation buffer requirement for a banking organization to maintain a common equity capital ratio more than 2.5% 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 September 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		344,094		(21,006	)		(5.75	)%		118,595		5,034			4.43	%
0 bp		365,100								113,561
-100 bp		383,400		18,300			5.01	%		107,880		(5,681	)		(5.00	)%

(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 13a-15(e) of the Securities Exchange Act of 1934 (the “Act”)) as of September 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 September 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 13a-15(f) under the Act) that occurred during the nine months ended September 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 September 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
7/1/13-7/31/13		10,319	$	15.18		—		1,197,958
8/1/13-8/31/13		11,516	$	14.96		—		1,197,958
9/1/13-9/30/13		73,774	$	13.69		68,674		1,129,284

Total		95,609	$	14.00		68,674		1,129,284

The Company has purchased 95,609 shares during the three months ended September 30, 2013 at an average price of $14.00 with a total cost of $1.3 million, including fees, related to tax liability sales for employee stock benefit plans, consistent with past practices.

On September 5, 2013, the Company announced that its Board of Directors approved changes to the Company’s previously announced share buyback program authorizing the Company to buy back, from time to time during the 12 months ending September 3, 2014, an aggregate amount representing up to 10% of the Company’s currently outstanding common shares. The buyback program will include a 10b5-1 plan that was adopted by the Company on September 3, 2013 pursuant to which up to a maximum of 300,000 shares may be repurchased during the quarter ending December 31, 2013, subject to certain price and volume restrictions.

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	)

2.6	Agreement and Plan of Merger, dated as of October 25, 2013, by and among the Registrant, Banc of California, National Association, CS Financial, Inc., the Sellers named therein and the Sellers’ Representative named therein	(ee	)

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	)

10.9D	Employment Agreement, dated as of September 17, 2013, by and among the Registrant and Hugh F. Boyle	10.9D

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	(ff	)

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 re 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 (Chief Financial Officer)(Principal Financial Officer)	31.2

31.3	Rule 13a-14(a) Certification (Principal Accounting Officer)	31.3

32.0	Rule 13a-14(b) and 18 U.S.C. 1350 Certification	32.0

101.0	The following financial statements and footnotes from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Financial Condition; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income/Loss; (iv) Consolidated Statements of 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

(ee)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 31, 2013 and incorporated herein by reference

(ff)	Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 and incorporated herein by reference.

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: November 12, 2013		/s/ Steven A. Sugarman
		Steven A. Sugarman
		Chief Executive Officer

Date: November 12, 2013		/s/ Ronald J. Nicolas, Jr.
		Ronald J. Nicolas, Jr.
		Executive Vice President/ Chief Financial Officer

Date: November 12, 2013		/s/ Lonny D. Robinson
		Lonny D. Robinson
		Executive Vice President/ Chief Accounting Officer