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

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended September 30, 2015



¨	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)

(855) 361-2262

(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 ý 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 ý 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.

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

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 30, 2015, the registrant had outstanding 37,809,512 shares of voting common stock and 0 shares of Class B non-voting common stock.

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BANC OF CALIFORNIA, INC.

FORM 10-Q QUARTERLY REPORT

September 30, 2015

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		Page

Part I – Financial Information		5

Item 1 –	Financial Statements	5

Item 2 –	Management’s Discussion and Analysis of Financial Condition and Result of Operations	72

Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	114

Item 4 –	Controls and Procedures	116

Part II – Other Information		117

Item 1 –	Legal Proceedings	117

Item 1A –	Risk Factors	117

Item 2 –	Unregistered Sales of Equity Securities and Use of Proceeds	117

Item 3 –	Defaults Upon Senior Securities	118

Item 4 –	Mine Safety Disclosures	118

Item 5 –	Other Information	118

Item 6 –	Exhibits	119

Signatures		123

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Forward-looking Statements

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

Factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following:


i.	the ability of the Company to successfully integrate the branches its wholly owned bank subsidiary, Banc of California, N.A. (the Bank), acquired from Banco Popular North America (BPNA or Banco Popular);

ii.

risks that the Company’s merger and acquisition activities, including but not limited to the acquisitions of the BPNA branches, The Private Bank of California (PBOC), The Palisades Group, LLC and CS Financial, Inc., as well as the merger of the Company’s subsidiary banks, may disrupt current plans and operations and lead to difficulties in customer and employee retention, risks that the amount of the costs, fees, expenses and charges related to these transactions could be significantly higher than anticipated and risks that the expected revenues, cost savings, synergies and other benefits of these transactions might not be realized to the extent anticipated, within the anticipated timetables, or at all;


iii.	risks that funds obtained from capital raising activities will not be utilized efficiently or effectively;


iv.	a worsening of current economic conditions, as well as turmoil in the financial markets;

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;


vi.	the quality, credit and composition of our securities portfolio;


vii.	changes in general economic conditions, either nationally or in our market areas, or in financial markets;


viii.	continuation, change or volatility of the historically low short-term interest rate environment, changes in the levels of general interest rates, volatility in the interest rate environment, increases in the short-term interest rate environment, and the relative differences between short- and long-term interest rates, deposit interest rates, our net interest margin and funding sources;


ix.	fluctuations in the demand for loans and leases, the number of unsold homes and other properties and fluctuations in commercial and residential real estate values in our market area;

results of examinations of us by regulatory authorities and the possibility that any such regulatory authority may, among other things, limit our business activities, change our business mix, require us to increase our allowance for loan and lease losses, write-down asset values, increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings;


xi.	legislative or regulatory changes that adversely affect our business, including changes in regulatory capital or other rules and including changes that could result from our growth to over $10 billion in total assets;


xii.	our ability to control operating costs and expenses;


xiii.	staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges;


xiv.	errors in estimates of the fair values of certain of our assets, which may result in significant declines in valuation;


xv.	the network and computer systems on which we depend could fail or experience a security breach;


xvi.	our ability to attract and retain key members of our senior management team;


xvii.	costs and effects of litigation, including settlements and judgments;

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xviii.	increased competitive pressures among financial services companies;


xix.	changes in consumer spending, borrowing and saving habits;


xx.	adverse changes in the securities markets;


xxi.	earthquake, fire or other natural disasters affecting the condition of real estate collateral;


xxii.	the availability of resources to address changes in laws, rules or regulations or to respond to regulatory actions;


xxiii.	inability of key third-party providers to perform their obligations to us;


xxiv.	changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board or their application to our business, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;


xxv.	war or terrorist activities; and

xxvi.

other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described in this report and from time to time in other documents that we file with or furnish to the SEC, including, without limitation, the risks described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.

The Company undertakes no obligation to update any such statement to reflect circumstances or events that occur after the date, on which the forward-looking statement is made, except as required by law.

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PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

BANC OF CALIFORNIA, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

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

(Unaudited)



	September 30, 2015			December 31, 2014
ASSETS
Cash and due from banks	$	11,154		$	14,364
Interest-bearing deposits	367,809			216,835
Total cash and cash equivalents	378,963			231,199
Time deposits in financial institutions	1,900			1,900
Securities available for sale, at fair value	693,219			345,695
Securities held to maturity, at amortized cost (fair value of $526,958 at September 30, 2015)	529,532			—
Loans held for sale, carried at fair value	351,760			278,749
Loans held for sale, carried at lower of cost or fair value	244,805			908,341
Loans and leases receivable, net of allowance of $34,774 at September 30, 2015 and $29,480 at December 31, 2014	4,695,303			3,919,642
Federal Home Loan Bank and other bank stock, at cost	40,643			42,241
Servicing rights, net ($40,837 and $13,135 measured at fair value at September 30, 2015 and December 31, 2014, respectively)	41,646			13,619
Servicing rights held for sale, carried at fair value	—			5,947
Accrued interest receivable	19,706			15,113
Other real estate owned, net	34			423
Premises, equipment, and capital leases, net	34,689			78,685
Bank-owned life insurance	99,570			19,095
Goodwill	39,244			31,591
Affordable housing fund investment	4,258			4,737
Deferred income tax	13,388			16,373
Income tax receivable	2,649			—
Other intangible assets, net	20,504			25,252
Other assets	44,997			32,695
Total Assets	$	7,256,810		$	5,971,297
LIABILITIES AND STOCKHOLDERS’ EQUITY
Noninterest-bearing deposits	$	1,011,169		$	662,295
Interest-bearing deposits	4,410,821			4,009,536
Total deposits	5,421,990			4,671,831
Advances from Federal Home Loan Bank	830,000			633,000
Long term debt, net	262,779			93,569
Reserve for loss on repurchased loans	9,098			8,303
Income taxes payable	5,939			56
Accrued expenses and other liabilities	83,470			61,223
Total liabilities	6,613,276			5,467,982
Commitments and contingent liabilities
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, 2015 and December 31, 2014	31,934			31,934
Series B, non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 10,000 shares authorized, 10,000 shares issued and outstanding at September 30, 2015 and December 31, 2014	10,000			10,000
Series C, 8.00% non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 40,250 shares authorized, 40,250 shares issued and outstanding at September 30, 2015 and December 31, 2014	37,943			37,943
Series D, 7.375% non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 115,000 shares authorized, 115,000 shares issued and outstanding at September 30, 2015 and 0 shares issued and outstanding at December 31, 2014	110,873			—
Common stock, $0.01 par value per share, 446,863,844 shares authorized; 39,350,468 shares issued and 37,751,445 shares outstanding at September 30, 2015; 35,829,763 shares issued and 34,190,740 shares outstanding at December 31, 2014	393			358
Class B non-voting non-convertible common stock, $0.01 par value per share, 3,136,156 shares authorized; 0 shares issued and outstanding at September 30, 2015 and 609,195 shares issued and outstanding at December 31, 2014	—			6
Additional paid-in capital	427,599			422,910
Retained earnings	52,277			29,589
Treasury stock, at cost (1,599,023 shares at September 30, 2015 and 1,639,023 shares at December 31, 2014)	(29,070		)	(29,798		)
Accumulated other comprehensive income, net	1,585			373
Total stockholders’ equity	643,534			503,315
Total liabilities and stockholders’ equity	$	7,256,810		$	5,971,297

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

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BANC OF CALIFORNIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)



	Three Months Ended September 30,					Nine Months Ended September 30,
	2015			2014		2015			2014
Interest and dividend income
Loans, including fees	$	60,454		$	44,555	$	179,308		$	128,162
Securities	5,054			1,460		9,100			3,377
Dividends and other interest-earning assets	1,007			634		3,731			1,520
Total interest and dividend income	66,515			46,649		192,139			133,059
Interest expense
Deposits	6,395			6,165		18,921			17,971
Federal Home Loan Bank advances	587			118		1,230			317
Long term debt and other interest-bearing liabilities	3,983			2,180		10,337			5,825
Total interest expense	10,965			8,463		30,488			24,113
Net interest income	55,550			38,186		161,651			108,946
Provision for loan and lease losses	735			2,780		6,209			6,817
Net interest income after provision for loan and lease losses	54,815			35,406		155,442			102,129
Noninterest income
Customer service fees	1,118			230		3,100			839
Loan servicing (loss) income	(2,254		)	924		(689		)	2,951
Income from bank owned life insurance	369			64		475			167
Net gain on sale of securities available for sale	1,750			—		1,748			522
Net gain on sale of loans	9,737			10,260		22,047			15,901
Net revenue on mortgage banking activities	37,015			26,943		114,351			70,400
Advisory service fees	2,294			3,264		7,926			6,182
Loan brokerage income	660			2,033		2,462			6,360
Gain on sale of building	—			—		9,919			—
Other income	38			380		2,061			1,426
Total noninterest income	50,727			44,098		163,400			104,748
Noninterest expense
Salaries and employee benefits	53,215			41,094		159,106			114,905
Occupancy and equipment	10,109			7,969		30,205			23,931
Professional fees	5,261			4,758		15,385			12,151
Data processing	2,170			1,286		6,080			3,347
Advertising	1,335			1,584		3,499			3,369
Regulatory assessments	1,381			1,013		4,111			3,000
Loan servicing and foreclosure expense	246			292		841			642
Valuation allowance for other real estate owned	16			—		38			—
Net gain on sales of other real estate owned	—			—		(23		)	—
Provision for loan repurchases	179			1,154		2,023			2,055
Amortization of intangible assets	1,401			890		4,490			2,773
Impairment on intangible assets	—			—		258			—
All other expense	6,430			7,314		19,529			19,079
Total noninterest expense	81,743			67,354		245,542			185,252
Income before income taxes	23,799			12,150		73,300			21,625
Income tax expense	9,263			903		30,266			1,530
Net income	14,536			11,247		43,034			20,095
Preferred stock dividends	3,040			910		6,793			2,730
Net income available to common stockholders	$	11,496		$	10,337	$	36,241		$	17,365
Basic earnings per common share	$	0.29		$	0.31	$	0.95		$	0.64
Diluted earnings per common share	$	0.29		$	0.31	$	0.93		$	0.63
Basic earnings per class B common share	$	0.29		$	0.31	$	0.95		$	0.64
Diluted earnings per class B common share	$	0.29		$	0.31	$	0.95		$	0.64

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

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BANC OF CALIFORNIA, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

(Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net income	$	14,536		$	11,247		$	43,034		$	20,095
Other comprehensive income, net of tax:
Unrealized gain on available for sale securities:
Unrealized gain (loss) arising during the period	2,144			(980		)	2,090			1,142
Reclassification adjustment for gain included in net income	(1,015		)	—			(1,014		)	(522		)
Total change in unrealized gain (loss) on available for sale securities	1,129			(980		)	1,076			620
Unrealized gain (loss) on cash flow hedge:
Unrealized (loss) gain arising during the period	(628		)	388			(396		)	(121		)
Reclassification adjustment for loss included in net income	532			—			532			—
Total change in unrealized (loss) gain on cash flow hedge	(96		)	388			136			(121		)
Total change in other comprehensive income (loss)	1,033			(592		)	1,212			499
Comprehensive income	$	15,569		$	10,655		$	44,246		$	20,594

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

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BANC OF CALIFORNIA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in thousands)

(Unaudited)



	Preferred Stock							Common Stock						Additional Paid- in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)
	Series A		Series B		Series C		Series D	Voting			Class B Non-Voting			Additional Paid- in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 2013	$	31,934	$	10,000	$	37,943	—	$	210		$	6		$	256,306		$	16,820		$	(27,911	)	$	(600	)	$	324,708
Comprehensive income:
Net income	—		—		—		—	—			—			—			20,095			—			—			20,095
Other comprehensive income, net	—		—		—		—	—			—			—			—			—			499			499
Issuance of common stock	—		—		—		—	87			—			54,814			—			—			—			54,901
Issuance of tangible equity units	—		—		—		—	—			—			51,182			—			—			—			51,182
Repurchase of 23,502 shares of common stock	—		—		—		—	—			—			—			—			(280		)	—			(280		)
Reclassification adjustment for awards issued from treasury stock	—		—		—		—	—			—			1,926			—			(1,926		)	—			—
Exercise of stock options	—		—		—		—	—			—			993			—			—			—			993
Issuance of stock awards from treasury stock	—		—		—		—	—			—			(319		)	—			319			—			—
Tax effect from stock compensation plan	—		—		—		—	—			—			401			—			—			—			401
Shares purchased under the Dividend Reinvestment Plan	—		—		—		—	—			—			518			(78		)	—			—			440
Stock option compensation expense	—		—		—		—	—			—			357			—			—			—			357
Restricted stock compensation expense	—		—		—		—	—			—			4,196			—			—			—			4,196
Stock appreciation right expense	—		—		—		—	—			—			1,364			—			—			—			1,364
Dividends declared ($0.36 per common share)	—		—		—		—	—			—			—			(9,415		)	—			—			(9,415		)
Preferred stock dividends	—		—		—		—	—			—			—			(2,730		)	—			—			(2,730		)
Balance at September 30, 2014	$	31,934	$	10,000	$	37,943	—	$	297		$	6		$	371,738		$	24,692		$	(29,798	)	$	(101	)	$	446,711
Balance at December 31, 2014	$	31,934	$	10,000	$	37,943	—	$	358		$	6		$	422,910		$	29,589		$	(29,798	)	$	373		$	503,315
Comprehensive income:
Net income	—		—		—		—	—			—			—			43,034			—			—			43,034
Other comprehensive income, net	—		—		—		—	—			—			—			—			—			1,212			1,212
Issuance of common stock	—		—		—		—	36			(6		)	(30		)	—			—			—			—
Issuance of preferred stock	—		—		—		110,873	—			—			—			—			—			—			110,873
Exercise of stock options	—		—		—		—	—			—			(263		)	—			728			—			465
Stock option compensation expense	—		—		—		—	—			—			357			—			—			—			357
Restricted stock compensation expense	—		—		—		—	—			—			6,285			—			—			—			6,285
Stock appreciation right expense	—		—		—		—	—			—			188			—			—			—			188
Restricted stock surrendered due to employee tax liability	—		—		—		—	(1		)	—			(1,809		)	—			—			—			(1,810		)
Tax effect from stock compensation plan	—		—		—		—	—			—			(187		)	—			—			—			(187		)
Shares purchased under the Dividend Reinvestment Plan	—		—		—		—	—			—			148			(150		)	—			—			(2		)
Stock appreciation right dividend equivalents	—		—		—		—	—			—			—			(528		)	—			—			(528		)
Dividends declared ($0.36 per common share)	—		—		—		—	—			—			—			(12,875		)	—			—			(12,875		)
Preferred stock dividends	—		—		—		—	—			—			—			(6,793		)	—			—			(6,793		)
Balance at September 30, 2015	$	31,934	$	10,000	$	37,943	110,873	$	393		$	—		$	427,599		$	52,277		$	(29,070	)	$	1,585		$	643,534

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

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BANC OF CALIFORNIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)



	Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities:
Net income	$	43,034		$	20,095
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Provision for loan and lease losses	6,209			6,817
Provision for loan repurchases	2,023			2,055
Net revenue on mortgage banking activities	(114,351		)	(70,400		)
Net gain on sale of loans	(22,047		)	(15,901		)
Net amortization of securities	1,385			544
Depreciation on premises and equipment	6,600			4,850
Amortization of intangibles	4,490			2,773
Amortization of debt issuance cost	428			484
Stock option compensation expense	357			357
Stock award compensation expense	6,285			4,196
Stock appreciation right expense	188			1,364
Bank owned life insurance income	(475		)	(167		)
Impairment on intangible assets	258			—
Net gain on sale of securities available for sale	(1,748		)	(522		)
Gain on sale of building	(9,919		)	—
Gain on sale of branches	(163		)	(456		)
Gain on sale of mortgage servicing rights	—			(2,268		)
Gain on sale of other real estate owned	(23		)	—
Deferred income tax expense	1,916			—
Loss on sale or disposal of property and equipment	58			787
Increase in valuation allowances on other real estate owned	38			—
Tax effect of dividends paid on unvested equity awards	—			401
Repurchase of mortgage loans	(12,589		)	(4,188		)
Originations of loans held for sale from mortgage banking	(3,404,030		)	(2,028,108		)
Originations of other loans held for sale	(585,547		)	(1,040,301		)
Proceeds from sales of and principal collected on loans held for sale from mortgage banking	3,421,045			2,035,343
Proceeds from sales of and principal collected on other loans held for sale	705,036			571,447
Change in deferred loan (costs) fees	468			(1,229		)
Amortization of premiums and discounts on purchased loans	(21,507		)	(28,000		)
Change in accrued interest receivable	(4,593		)	(721		)
Change in other assets	(6,043		)	(2,871		)
Change in accrued interest payable and other liabilities	23,613			2,574
Net cash provided by (used in) operating activities	40,396			(541,045		)
Cash flows from investing activities:
Proceeds from sales of securities available for sale	403,206			52,245
Proceeds from maturities and calls of securities available for sale	687			1,231
Proceeds from principal repayments of securities available for sale	88,327			28,792
Purchases of securities available for sale	(837,520		)	(222,033		)
Purchases of securities held to maturity	(529,534		)	—
Purchases of bank owned life insurance	(80,000		)	—
Net cash used in branch sales	(46,731		)	—
Net cash used in acquisitions	—			(1,000		)
Loan originations and principal collections, net	(360,253		)	(232,859		)
Purchase of loans	(227,175		)	(25,218		)
Redemption of Federal Home Loan Bank stock	17,163			—
Purchase of Federal Home Loan Bank and other bank stocks	(15,565		)	(12,832		)
Proceeds from sale of loans held for investment	389,944			142,482
Net change in time deposits in financial institutions	—			(54		)
Proceeds from sale of other real estate owned	908			48
Proceeds from sale of mortgage servicing rights	5,862			17,177
Proceeds from sale of premises and equipment	52,192			30
Additions to premises and equipment	(7,950		)	(7,081		)
Payments of capital lease obligations	(682		)	(682		)
Net cash used in investing activities	(1,147,121		)	(259,754		)
Cash flows from financing activities:
Net increase in deposits	796,760			712,865
Net increase in short-term Federal Home Loan Bank advances	62,000			65,000
Repayment of long-term Federal Home Loan Bank advances	(265,000		)	(10,000		)
Proceeds from long-term Federal Home Loan Bank advances	400,000			—
Net proceeds from issuance of common stock	—			53,901
Net proceeds from issuance of preferred stock	110,873			—
Net proceeds from issuance of tangible equity units	—			64,959
Net proceeds from issuance of long term debt	172,304			—
Payment of amortizing debt	(3,503		)	(1,032		)
Purchase of treasury stock	—			(280		)
Proceeds from exercise of stock options	465			993
Dividend equivalents paid on stock appreciation rights	(516		)	—
Dividends paid on preferred stock	(6,416		)	(2,742		)
Dividends paid on common stock	(12,478		)	(7,998		)
Net cash provided by financing activities	1,254,489			875,666
Net change in cash and cash equivalents	147,764			74,867
Cash and cash equivalents at beginning of period	231,199			110,118
Cash and cash equivalents at end of period	$	378,963		$	184,985
Supplemental cash flow information
Interest paid on deposits and borrowed funds	$	35,079		$	23,953
Income taxes paid	24,460			4,311
Income taxes refunds received	18			264
Supplemental disclosure of noncash activities
Transfer from loans to other real estate owned, net	534			653
Transfer of loans receivable to loans held for sale, net of transfer of $0 and $963 from allowance for loan and lease losses for the nine months ended September 30, 2015 and 2014, respectively	48,757			65,584
Transfer of loans held for sale to loans receivable	482,851			117,116
Equipment acquired under capital leases	34			989

See Accompanying Notes to Consolidated Financial Statements (Unaudited)

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BANC OF CALIFORNIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2015

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The accompanying unaudited consolidated financial statements include the accounts of Banc of California, Inc. (collectively, with its consolidated subsidiaries, 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 (PTB), as of September 30, 2015 and December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014. 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.

Nature of Operations: Banc of California, Inc. is a financial holding company under the Bank Holding Company Act of 1956, as amended, headquartered in Orange County, California and incorporated under the laws of Maryland. Banc of California, Inc.'s assets primarily consist of the outstanding stock of the Bank, as well as the outstanding membership interests of the Palisades Group and PTB.

Banc of California, Inc. is subject to regulation by the Board of Governors of the Federal Reserve System (the Federal Reserve Board or FRB) and 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). The Bank offers a variety of financial services to meet the banking and financial needs of the communities we serve, with operations conducted through 35 banking offices, serving San Diego, Los Angeles, Santa Barbara and Orange counties, California and 72 loan production offices in California, Arizona, Oregon, Virginia, Indiana, Maryland, Colorado, Idaho, North Carolina, and Nevada as of September 30, 2015. The Palisades Group provides financial advisory and asset management services and PTB manages and disposes of other real estate owned properties.

The accounting and reporting policies 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 from those disclosed in its 2014 Annual Report on Form 10-K. Refer to Accounting Pronouncements below for discussion of accounting pronouncements adopted in 2015.

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, 2014 filed by the Company with the Securities and Exchange Commission. The December 31, 2014 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, 2014 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, 2015 are not necessarily indicative of the results to be expected for the full year.

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

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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 basis 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. As of September 30, 2015, the Company had a net deferred tax asset of $13.4 million, with no valuation allowance and as of December 31, 2014, the Company had a net deferred tax asset of $16.4 million, with no valuation allowance (See further discussion in Note 11, Income Taxes).

The effective tax rate for both the 2015 and 2014 three- and nine-month periods reflects the adoption of Accounting Standards Update (ASU) 2014-01, which relates to amortization of investments in low income housing tax credits. See the Accounting Pronouncements portion of Note 1 - Summary of Significant Accounting Policies for detail.

Allowance for Loan and Lease Losses: During the year ended December 31, 2014, the Company enhanced the methodologies, processes and controls over the allowance for loan and lease losses (ALLL), due to the Company's organic and acquisitive growth and changing profile.

The following is a synopsis of the enhancements for each component of ALLL:


•	Expand the look-back period to 28 rolling quarters to capture the full economic cycle.


•	Utilize net historical losses versus gross historical losses.


•	Expand the peer group used to determine industry average loss history to include three industry groups: i) all U.S. financial and bank holding companies, ii) all California based financial and bank holding companies, and iii) the peer group average from the Uniform Bank Performance Report.


•	Apply the segment specific loss emergence period to each segment's loss.


•	Determine qualitative reserves at each loan segment level based on a baseline risk weighting adjusted for current risks, trends and business conditions.


•	Disaggregate certain qualitative factors to be determined on the portfolio segment level.

Accounting Pronouncements: During the nine months ended September 30, 2015, the following pronouncements applicable to the Company became effective:

In January 2014, the FASB issued guidance within ASU 2014-01, “Accounting for Investments in Qualified Affordable Housing Projects," which amends ASC 323-720 to permit entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. The Company invests in qualified affordable housing projects (affordable housing fund investments) and previously accounted for them under the equity method of accounting. The Company recognized its share of partnership losses in noninterest expense with the tax benefit recognized in the income tax provision. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received, and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments are effective for fiscal years, and interim periods within those years, beginning after December 31, 2014 and should be applied retrospectively to all periods presented.

The Company elected the proportional amortization method retrospectively for all periods presented. This accounting change in the amortization methodology resulted in changes to account for amortization recognized in prior periods, which impacted the balance of tax credit investments and related tax accounts. The investment amortization expense is presented as a component of the income tax expense (benefit). The cumulative effect of the retrospective application of this accounting principle was $274 thousand at December 31, 2014. Net income increased by $21 thousand for the three months ended September 30, 2015 and decreased by $9 thousand for the nine months ended September 30, 2015, due to the change in accounting principle.

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The following tables present the effect of the retrospective application of this change in accounting principle on the Company’s Consolidated Statement of Financial Condition as of December 31, 2014, and Consolidated Statements of Operations and Cash Flows for the periods indicated:

BANC OF CALIFORNIA, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)



	December 31, 2014
	As Previously Reported		Effect of Change in Accounting Principle			As Adjusted
	(In thousands)
Assets
Cash and cash equivalents	$	231,199	$	—		$	231,199
Time deposits in financial institutions	1,900		—			1,900
Securities available for sale	345,695		—			345,695
Loans held for sale	1,187,090		—			1,187,090
Loans and leases receivable	3,919,642		—			3,919,642
Deferred income tax	16,445		(72		)	16,373
Other assets	269,600		(202		)	269,398
Total assets	$	5,971,571	$	(274	)	$	5,971,297
Liabilities and stockholders' equity
Liabilities	$	5,467,982	$	—		$	5,467,982
Stockholders' equity	503,589		(274		)	503,315
Total liabilities and stockholders' equity	$	5,971,571	$	(274	)	$	5,971,297

BANC OF CALIFORNIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



	Three Months Ended September 30, 2014
	As Previously Reported		Effect of Change in Accounting Principle			As Adjusted
	(In thousands, except per share data)
Interest and dividend income	$	46,649	$	—		$	46,649
Interest expense	8,463		—			8,463
Net interest income	38,186		—			38,186
Provision for loan and lease losses	2,780		—			2,780
Noninterest income	44,098		—			44,098
Noninterest expense	67,557		(203		)	67,354
Income before income taxes	11,947		203			12,150
Income tax expense	721		182			903
Net income	11,226		21			11,247
Preferred stock dividends	910		—			910
Net income available for common stockholders	$	10,316	$	21		$	10,337
Basic earnings per total common share	$	0.31	$	—		$	0.31
Diluted earnings per total common share	$	0.30	$	0.01		$	0.31

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BANC OF CALIFORNIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



	Nine Months Ended September 30, 2014
	As Previously Reported		Effect of Change in Accounting Principle			As Adjusted
	(In thousands, except per share data)
Interest and dividend income	$	133,059	$	—		$	133,059
Interest expense	24,113		—			24,113
Net interest income	108,946		—			108,946
Provision for loan and lease losses	6,817		—			6,817
Noninterest income	104,748		—			104,748
Noninterest expense	185,790		(538		)	185,252
Income before income taxes	21,087		538			21,625
Income tax expense	983		547			1,530
Net income	20,104		(9		)	20,095
Preferred stock dividends	2,730		—			2,730
Net income available for common stockholders	$	17,374	$	(9	)	$	17,365
Basic earnings per total common share	$	0.64	$	—		$	0.64
Diluted earnings per total common share	$	0.63	$	—		$	0.63

BANC OF CALIFORNIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Nine Months Ended September 30, 2014
	As Previously Reported			Effect of Change in Accounting Principle			As Adjusted
	(In thousands)
Cash flow from operating activities
Net income	$	20,104		$	(9	)	$	20,095
Total adjustment in net income	(561,149		)	9			(561,140		)
Net cash used in operating activities	(541,045		)	—			(541,045		)
Cash flow from investing activities
Net cash used in investing activities	(259,754		)	—			(259,754		)
Cash flow from financing activities
Net cash provided by financing activities	875,666			—			875,666
Net increase in cash and cash equivalents	74,867			—			74,867
Cash and cash equivalents at beginning of period	110,118						110,118
Cash and cash equivalents at end of period	$	184,985		$	—		$	184,985

In January 2014, the FASB issued ASU No. 2014-04, “Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” ASU 2014-04 clarifies that an in substance repossession or foreclosure has occurred, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure. Interim and annual disclosure is required of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by

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residential real estate property that are in the process of foreclosure. ASU 2014-04 is effective using either the modified retrospective transition method or a prospective transition method for fiscal years and interim periods within those years, beginning after December 15, 2014, and early adoption is permitted. Adoption of the new guidance did not have a significant impact on the Company’s consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-11, “Transfers and Servicing: Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.” The ASU changes the accounting for repurchase-to-maturity transactions to secured borrowing accounting. In addition, for repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The ASU also requires disclosures for certain transactions comprising (1) a transfer of a financial asset accounted for as a sale and (2) an agreement with the same transferee entered into in contemplation of the initial transfer that results in the transferor retaining substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction. There are additional disclosure requirements for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions that are accounted for as secured borrowings. Adoption of the new guidance did not have a significant impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU 2014-14, “Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40), Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure.” Under ASU 2014-14, a mortgage loan should be derecognized and a separate receivable based on the principal and interest expected to be recovered from the governmental guarantor should be recognized upon foreclosure when all of the following conditions exist: a government guarantee exists that is not separable from the loan prior to the foreclosure; as of the date of the foreclosure the creditor has the intent to convey the real estate to the governmental agency that issued the guarantee, to make a claim on the guarantee and the creditor has the ability to recover amounts due from the governmental entity as a result of the claim; and, as of the time of the foreclosure, the claim amount that is based on the fair value of the real estate is fixed. ASU 2014-14 is effective using either the modified retrospective transition method or a prospective transition method for fiscal years and interim periods within those years, beginning after December 15, 2014. Adoption of the new guidance did not have a significant impact on the Company’s consolidated financial statements.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments.” This Update simplifies the accounting for adjustments made to provisional amounts recognized in a business combination, and eliminates the requirement to retrospectively account for those adjustments. The amendments to this Update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The Updates require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments to this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. This Update should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. The Company early adopted the amendments to this Update during the current quarterly reporting period, ended September 30, 2015.

The following are recently issued accounting pronouncements also applicable to the Company:

In May 2014, the FASB issued ASU No. 2014-09, “Revenue From Contracts With Customers,” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606),” which deferred the effective date of this ASU by one year. Therefore, ASU 2014-09 becomes effective for the Company for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is in the process of evaluating the impact that adoption of this guidance may have on its consolidated financial statements.

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In June 2014, the FASB issued ASU No. 2014-12, “Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Company is in the process of evaluating the impact that adoption of this guidance may have on its consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis," which significantly changes the consolidation analysis required under U.S. GAAP. The new consolidation guidance maintains two models: one for assessing most corporate entities based on the notion that majority voting rights indicate control (the voting model) and another for assessing entities that may be controlled through other means, such as management contracts or subordinated financial support (the variable interest model). Under the new guidance, limited partnerships will be variable interest entities, unless the limited partners have either substantive kick-out or participating rights. There is no longer a presumption that a general partner should consolidate a limited partnership. The ASU also changes the effect that fees paid to a decision maker or service provider have on the consolidation analysis. For entities other than limited partnerships, the ASU clarifies how to determine whether the equity holders (as a group) have power over the entity. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is allowed for all entities, but the guidance must be applied as of the beginning of the annual period containing the adoption date. Entities have the option of using either a full or modified retrospective approach for adoption. The Company early adopted the amendments of this update during the current quarterly reporting period. Adoption of the new guidance did not have a significant impact on the Company's consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs," which requires the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The amendments in this ASU are to be applied on a retrospective basis. In August 2015, the FASB issued ASU 2015-15, "Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements," which allows guidance in ASU 2015-03 to be applied to line of credit arrangements. The Company is in the process of assessing the impact of the new guidance on its consolidated financial statements.

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NOTE 2 – BUSINESS COMBINATIONS AND ASSET SALES TRANSACTIONS

The Company completed the following acquisitions between January 1, 2014 and September 30, 2015 and used the acquisition method of accounting. Accordingly, the operating results of the acquired entities have been included in the consolidated financial statements from their respective dates of acquisition.

The following table presents a summary of acquired assets and assumed liabilities along with a summary of the acquisition consideration as of the dates of acquisition:



	Acquisition and Date Acquired
	Banco Popular Branches		Renovation Ready
	November 8, 2014		January 31, 2014
	(In thousands)
Assets acquired:
Cash and due from banks	$	5,532	$	—
Loans and leases receivable	1,065,088		—
Premises, equipment, and capital leases	9,002		—
Goodwill	7,653		2,239
Other intangible assets	15,777		761
Other assets	2,301		—
Total assets acquired	$	1,105,353	$	3,000
Liabilities assumed:
Deposits	$	1,076,906	$	—
Other liabilities	506		1,000
Total liabilities assumed	1,077,412		1,000
Total consideration paid	$	27,941	$	2,000
Summary of consideration
Cash paid	$	27,941	$	1,000
Common stock issued	—		1,000
Earn-out liabilities	—		1,000

Banco Popular’s California Branch Network Acquisition

Effective November 8, 2014, the Bank acquired 20 full-service branches from Banco Popular North America (BPNA) in the Southern California banking market (the BPNA Branch Acquisition). The purchase price, net of deposit premiums received of $3.9 million, was $24.0 million. At the time of its completion, the transaction added $1.07 billion in loans and $1.08 billion in deposits to the Bank.

The following table summarizes the total consideration transferred as part of the BPNA Branch Acquisition as well as the fair value adjustments to the net assets acquired as of the acquisition date:



	November 8, 2014
	(In thousands)
Total Consideration				$	27,941
Net assets pre-acquisition				24,027
Fair value adjustments
Loans receivable	$	(19,526	)
Core deposit intangibles	15,777
Certificates of deposit purchase premium	(1,208		)
Premises and equipment	1,218
Total fair value adjustments				(3,739		)
Fair value of net assets acquired				20,288
Consideration paid in excess of fair value of net assets acquired (goodwill)				$	7,653

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The Company recorded core deposit intangible assets of $15.8 million as part of the BPNA Branch Acquisition. Core deposit intangible assets were valued using a net cost savings method and was calculated as the present value of the estimated net cost savings attributable to the core deposit base over the expected remaining life of the deposits. The cost savings derived from the core deposit balance were calculated as the difference between the prevailing alternative cost of funds and the estimated cost of the core deposits. The core deposit intangible is being amortized over its estimated useful life of 10 years using the sum of years-digits amortization methodology.

The fair value of loans acquired from BPNA was estimated by utilizing a methodology wherein similar loans were aggregated into pools. Cash flows for each pool were determined by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value based on a market rate for similar loans. There was no carryover of BPNA's allowance for loan losses associated with the acquired loans as the loans were initially recorded at fair value.

The fair value of savings and transaction deposit accounts acquired from BPNA was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Certificates of deposit were valued by projecting the expected cash flows based on the remaining contractual terms of the certificates of deposit. These cash flows were discounted based on market rates for certificates of deposit with corresponding remaining maturities.

Direct costs related to the BPNA Branch Acquisition were expensed as incurred and amounted to $4.3 million for the year ended December 31, 2014.

During the three months ended September 30, 2015, the Company finalized its purchase accounting for the BPNA Branch Acquisition and recorded the measurement period adjustments. The measurement period adjustments included recording Goodwill of $7.7 million, an additional discount of $7.4 million to Loans and Leases Receivable, and an additional premium of $292 thousand to Deposits. Recorded in the Consolidated Statements of Operations, the cumulative life to date measurement period adjustments related to the loan discount and deposit premium amortization were a $33 thousand decrease in Interest and Dividend Income on Loans and a $110 thousand decrease in Interest Expense on Deposits, respectively.

RenovationReady® Acquisition

Effective January 31, 2014, the Company acquired certain assets, including service contracts and intellectual property, of RenovationReady, a provider of specialized loan services to financial institutions and mortgage bankers that originate agency eligible residential renovation and construction loan products.

The RenovationReady acquisition was accounted for under GAAP guidance for business combinations. The purchased identifiable intangible assets and assumed liabilities were recorded at their estimated fair values as of January 31, 2014. The Company recorded $2.2 million of goodwill and $761 thousand of other intangible assets. The other intangible assets are related to a customer relationship intangible.

Pro Forma Information

While the BPNA Branch Acquisition is considered a purchase of a business for accounting purposes, pro forma income statement information is not presented because the BPNA Branch Acquisition does not represent the acquisition of a business which has continuity both before and after the acquisition. Pro formation income statement information for RenovationReady is not presented because it is immaterial.

Building Sale

During the nine months ended September 30, 2015, the Company sold a certain improved real property office complex located at 1588 South Coast Drive, Costa Mesa, California (the Property) at a sale price of approximately $52.3 million with a gain on sale of $9.9 million. The Property had a book value of $42.3 million at the sale date. Additionally, the Company incurred selling costs of $2.3 million for this transaction, which were reported in Professional Fees and All Other Expenses in the Consolidated Statements of Operations.

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Branch Sale

On September 25, 2015, the Bank completed a branch sale transaction to Americas United Bank, a California banking corporation (AUB). In the transaction, the Bank sold two branches and certain related assets and deposit liabilities to AUB as well as certain loans. The transaction included a transfer of $46.9 million of deposits to AUB. Additionally, as part of the transaction, the leases related to both locations were assumed by AUB. The Company recognized a gain of $163 thousand from this transaction, which is included in Other Income in the Consolidated Statements of Operations.

The Bank also sold certain loans of $40.2 million to AUB as part of the transaction. The Company recognized a gain of $644 thousand from the sale of these loans, which is included in Net Gain on Sale of Loans in the Consolidated Statements of Operations.

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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 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.

Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities Measured on a Recurring Basis

Securities Available for Sale: The fair values of securities available for sale are generally determined by quoted market prices in active markets, if available (Level 1). If quoted market prices are not available, the Company employs an independent pricing service that utilizes matrix pricing to calculate fair value. Such fair value measurements consider observable data such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and respective terms and conditions for debt instruments. The Company employs procedures to monitor the pricing service's assumptions and establishes processes to challenge the pricing service's valuations that appear unusual or unexpected. Level 2 securities include SBA loan pool securities, U.S. GSE and agency securities, private label residential MBS, and agency residential MBS, non-agency commercial MBS, and non-agency corporate bonds. When a market is illiquid or there is a lack of transparency around the inputs to valuation, the securities are classified as Level 3 and reliance is placed upon internally developed models, and management judgment and evaluation for valuation. The Company had no securities available for sale classified as Level 3 at September 30, 2015 or December 31, 2014.

Loans Held for Sale, Carried at Fair Value: 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. The fair value includes the servicing value of the loans as well as any accrued interest.

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 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 and other borrowings. For hedged derivatives, the Company records changes in fair value in Accumulated Other Comprehensive Income (AOCI) in the Consolidated Statements of Financial Condition. For non-hedged derivatives, the Company records changes in fair value in Other Income in the Consolidated Statements of Operations. The Company also enters into interest rate lock commitments (IRLCs) with prospective residential mortgage borrowers. These commitments are carried at fair value based on the fair value of the underlying mortgage loans which are based on observable market data. The Company adjusts the outstanding IRLCs with prospective borrowers based on an expectation that it will be exercised and the loan will be funded. Changes in fair value are recorded in Net Revenue on Mortgage Banking Activities in the Consolidated Statements of Operations. These commitments are classified as Level 2 in the fair value disclosures, as the valuations are based on market observable inputs. Additional derivative assets and liabilities, typically mortgage-backed to-be-announced (TBA) securities, are used to hedge fair value changes, driven by changes in interest rates, in the Company’s mortgage assets. The Company hedges the period from the interest rate lock (assuming a fall-out factor for loans that ultimately do not close) 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.

Mortgage Servicing Rights: The Company retains servicing on some of its mortgage loans sold and elected the fair value option for valuation of these mortgage servicing rights (MSRs). The value is based on a third party provider that calculates the present

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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. At December 31, 2014, $5.9 million of the mortgage servicing rights were valued based on a market bid that settled subsequent to that date, which was included as Level 3.

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



			Fair Value Measurement Level
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In thousands)
September 30, 2015
Assets
Available for sale securities:
SBA loan pools securities	$	1,516	$	—	$	1,516	$	—
U.S. government-sponsored entities and agency securities	2,001		—		2,001		—
Private label residential mortgage-backed securities	1,917		—		1,917		—
Corporate Bonds	26,247		—		26,247		—
Commercial mortgage-backed securities	115,234		—		115,234		—
Agency mortgage-backed securities	546,304		—		546,304		—
Loans held for sale	351,760		—		351,760		—
Derivative assets ⁽¹⁾	9,748		—		9,748		—
Mortgage servicing rights ⁽²⁾	40,837		—		—		40,837
Liabilities
Derivative liabilities ⁽³⁾	5,873		—		5,873		—
December 31, 2014
Assets
Available for sale securities:
SBA loan pools securities	$	1,715	$	—	$	1,715	$	—
U.S. government-sponsored entities and agency securities	1,982		—		1,982		—
Private label residential mortgage-backed securities	3,168		—		3,168		—
Agency mortgage-backed securities	338,830		—		338,830		—
Loans held for sale	278,749		—		278,749		—
Derivative assets ⁽¹⁾	6,379		—		6,379		—
Mortgage servicing rights ⁽²⁾	19,082		—		—		19,082
Liabilities
Derivative liabilities ⁽³⁾	3,235		—		3,235		—


(1)	Included in Other Assets on the Consolidated Statements of Financial Condition


(2)	Included in Servicing Rights, Net and Servicing Rights Held For Sale on the Consolidated Statements of Financial Condition


(3)	Included in Accrued Expenses and Other Liabilities on the Consolidated Statements of Financial Condition

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The following table presents a reconciliation of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(In thousands)
Mortgage servicing rights
Balance at beginning of period	$	34,198		$	9,816		$	19,082		$	13,535
Transfers out of Level 3 ⁽¹⁾	—			—			—			(9,185		)
Total gains or losses (realized/unrealized):
Included in earnings—realized	—			—			—			—
Included in earnings—fair value adjustment	(3,097		)	110			(2,087		)	(140		)
Included in other comprehensive income	—			—			—			—
Amortization of premium (discount)	—			—			—			—
Additions	12,143			7,735			36,034			18,057
Sales and settlements	(2,407		)	(6,285		)	(12,192		)	(10,891		)
Balance at end of period	$	40,837		$	11,376		$	40,837		$	11,376


(1)	The Company’s policy is to recognize transfers in and transfers out as of the actual date of the event or change in circumstances that causes the transfer.

The following table presents quantitative information about Level 3 fair value measurements on a recurring basis, other than the mortgage servicing rights were valued based on a market bid that settled subsequent to that date, which was included as Level 3 at December 31, 2014, as of the dates indicated:



	Fair Value (In thousands)		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
September 30, 2015
Mortgage servicing rights	$	40,837	Discounted cash flow	Discount rate	9.00% to 18.00% (9.88%)
				Prepayment rate	6.07% to 34.69% (12.09%)
December 31, 2014
Mortgage servicing rights	$	13,135	Discounted cash flow	Discount rate	9.00% to 19.50% (10.09%)
				Prepayment rate	4.59% to 31.02% (13.22%)
September 30, 2014