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BANC OF CALIFORNIA INC

For the period ended Sep 30, 2024. Filed Nov 8, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 8, 2024

BANC$17.98+0.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets (Unaudited)5
Condensed Consolidated Statements of Earnings (Loss) (Unaudited)6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)8
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)9
Condensed Consolidated Statements of Cash Flows (Unaudited)13
Notes to Condensed Consolidated Financial Statements (Unaudited)15
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations70
Item 3.Quantitative and Qualitative Disclosures About Market Risk107
Item 4.Controls and Procedures110
PART II. OTHER INFORMATION
Item 1.Legal Proceedings110
Item 1A.Risk Factors110
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds110
Item 3.Defaults Upon Senior Securities111
Item 4.Mine Safety Disclosures111
Item 5.Other Information111
Item 6.Exhibits111
Signatures112

PART I. FINANCIAL INFORMATION

Glossary of Acronyms, Abbreviations, and Terms

The acronyms, abbreviations, and terms listed below are used in various sections of this Quarterly Report on Form 10-Q, including "Item 1. Financial Statements" and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations."

ACLAllowance for Credit LossesHFSHeld for Sale
AFSAvailable-for-SaleHLBVHypothetical Liquidation at Book Value
AFXAmerican Financial ExchangeHTMHeld-to-Maturity
ALLLAllowance for Loan and Lease LossesICSIntraFi Cash Service
ASCAccounting Standards CodificationIRRInterest Rate Risk
ASUAccounting Standards UpdateLIHTCLow Income Housing Tax Credit
BAMBofCal Asset Management Inc.LOCOMLower of Cost or Market
Basel IIIA comprehensive capital framework and rules for U.S. banking organizations approved by the FRB and the FDIC in 2013MBSMortgage-Backed Securities
BOLIBank Owned Life InsuranceNAVNet Asset Value
CDICore Deposit Intangible AssetsNIINet Interest Income
CECLCurrent Expected Credit LossNVCENon-Voting Common Stock Equivalents
CET1Common Equity Tier 1OREOOther Real Estate Owned
CivicCivic Financial Services, LLC (a company acquired on February 1, 2021)PCDPurchased Credit Deteriorated
CMBSCommercial Mortgage-Backed SecuritiesPRSUsPerformance-Based Restricted Stock Units
CMOsCollateralized Mortgage ObligationsROURight-of-use
COVID-19Coronavirus DiseaseRSUsRestricted Stock Units
CRACommunity Reinvestment ActS&PStandard & Poor's
CRICustomer Relationship Intangible AssetsSBASmall Business Administration
DFPICalifornia Department of Financial Protection and InnovationSBICSmall Business Investment Company
EVEEconomic Value of EquitySECSecurities and Exchange Commission
FDICFederal Deposit Insurance CorporationSOFRSecured Overnight Financing Rate
FHLBFederal Home Loan Bank of San FranciscoTRSAsTime-Based Restricted Stock Awards
FRBBoard of Governors of the Federal Reserve SystemU.S. GAAPU.S. Generally Accepted Accounting Principles
FRBSFFederal Reserve Bank of San Francisco

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, · December 31,
2024 · 2023
(Unaudited)
(Dollars in thousands, except par value amounts)
ASSETS:
Cash and due from banks$251,869$202,427
Interest-earning deposits in financial institutions2,302,3585,175,149
Total cash, cash equivalents, and restricted cash2,554,2275,377,576
Securities available-for-sale, at fair value, net of allowance for credit losses
(amortized cost of $2,526,306 and $2,699,255, respectively)2,300,2842,346,864
Securities held-to-maturity, at amortized cost, net of allowance for credit losses (fair value of
$2,229,482 and $2,168,316, respectively)2,301,2632,287,291
FRB and FHLB stock, at cost145,123126,346
Total investment securities4,746,6704,760,501
Loans held for sale28,639122,757
Loans and leases held for investment23,553,53425,534,730
Deferred fees, net(25,757)(45,043)
Allowance for loan and lease losses(254,345)(281,687)
Total loans and leases held for investment, net23,273,43225,208,000
Equipment leased to others under operating leases314,998344,325
Premises and equipment, net143,200146,798
Bank owned life insurance343,212339,643
Goodwill216,770198,627
Intangible assets, net140,562165,477
Deferred tax asset, net706,849739,111
Other assets964,0541,131,249
Total assets$33,432,613$38,534,064
LIABILITIES:
Noninterest-bearing deposits$7,811,796$7,774,254
Interest-bearing deposits19,016,47322,627,515
Total deposits26,828,26930,401,769
Borrowings (including $119,624 and $123,116 at fair value, respectively)1,591,8332,911,322
Subordinated debt942,151936,599
Accrued interest payable and other liabilities574,162893,609
Total liabilities29,936,41535,143,299
Commitments and contingencies
STOCKHOLDERS' EQUITY:
Preferred stock498,516498,516
Common stock ($0.01 par value, 158,611,645 shares issued and 158,328,021 outstanding at
2023)1,5861,577
and 477,321 shares issued at December 31, 2023)55
Non-voting common stock equivalents ($0.01 par value, 9,790,600 shares issued at
September 30, 2024 and 10,829,990 shares issued at December 31, 2023)98108
Additional paid-in capital3,802,3143,840,974
Retained deficit(478,173)(518,301)
Accumulated other comprehensive loss, net(328,148)(432,114)
Total stockholders' equity3,496,1983,390,765
Total liabilities and stockholders' equity$33,432,613$38,534,064

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

Three Months Ended · Nine Months Ended
September 30, · June 30, · September 30, · September 30,
20242024202320242023
(Unaudited)
(In thousands, except per share amounts)
Interest income:
Loans and leases$369,913$388,853$310,392$1,144,231$1,150,049
Investment securities34,91233,83645,326103,051133,716
Deposits in financial institutions42,06839,90090,366140,904219,995
Total interest income446,893462,589446,0841,388,1861,503,760
Interest expense:
Deposits180,986186,106205,982561,899540,663
Borrowings16,97030,31194,23485,405324,270
Subordinated debt16,76216,68415,13950,11742,750
Total interest expense214,718233,101315,355697,421907,683
Net interest income232,175229,488130,729690,765596,077
Provision for credit losses9,00011,000—30,0005,000
Net interest income after provision for
credit losses223,175218,488130,729660,765591,077
Noninterest income:
Leased equipment income17,17611,48714,55440,37950,798
Other commissions and fees8,2568,6297,64125,02729,226
Service charges on deposit accounts4,5684,5404,01813,81311,906
(Loss) gain on sale of loans and leases(62)1,135(1,901)625(157,820)
Loss on sale of securities(59,946)——(59,946)—
Dividends and gains on equity
investments3,7301,1663,8377,9647,593
Warrant income (loss)211(324)(88)65(545)
LOCOM HFS adjustment(74)(38)307218(11,636)
Other income10,6893,19715,44020,01122,595
Total noninterest (loss) income(15,452)29,79243,80848,156(47,883)
Noninterest expense:
Compensation85,58585,91471,642263,735242,999
Customer related expense34,47532,40526,97197,79978,278
Insurance and assessments12,70826,43138,29859,60075,650
Occupancy16,89217,45515,29352,31545,743
Information technology and data
processing14,99515,45912,84045,87238,706
Intangible asset amortization8,4858,4842,38925,3737,189
Leased equipment depreciation7,1447,5118,33322,17526,796
Other professional services5,1015,1835,59715,35921,643
Loan expense3,9944,3324,24312,81716,012
Acquisition, integration and
reorganization costs(510)(12,650)9,925(13,160)30,833
Goodwill impairment————1,376,736
Other expense7,34013,1195,57228,485133,958
Total noninterest expense196,209203,643201,103610,3702,094,543
Earnings (loss) before income taxes11,51444,637(26,566)98,551(1,551,349)
Income tax expense (benefit)2,73014,304(3,222)28,582(135,167)
Net earnings (loss)8,78430,333(23,344)69,969(1,416,182)
Preferred stock dividends9,9479,9479,94729,84129,841
Net (loss) earnings available to common
and equivalent stockholders$(1,163)$20,386$(33,291)$40,128$(1,446,023)

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

Three Months Ended · Nine Months Ended
September 30, · June 30, · September 30, · September 30,
20242024202320242023
(Unaudited)
(In thousands, except per share amounts)
Earnings (loss) per share:
Basic$(0.01)$0.12$(0.42)$0.24$(18.61)
Diluted$(0.01)$0.12$(0.42)$0.24$(18.61)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended · Nine Months Ended
September 30, · June 30, · September 30, · September 30,
20242024202320242023
(Unaudited)
(In thousands)
Net earnings (loss)$8,784$30,333$(23,344)$69,969$(1,416,182)
Other comprehensive income (loss), net of tax:
Unrealized net holding gains (losses) on securities
available-for-sale arising during the period83,902729(149,201)66,423(145,375)
Income tax (expense) benefit related to unrealized net
holding gains (losses) arising during the period(23,810)(207)41,328(18,850)40,268
Unrealized net holding gains (losses) on securities
available-for-sale, net of tax60,092522(107,873)47,573(105,107)
Reclassification adjustment for net losses included in
net earnings (1)59,946——59,946—
Income tax benefit related to reclassification adjustment(17,011)——(17,011)—
Reclassification adjustment for net losses included
in net earnings, net of tax42,935——42,935—
Amortization of unrealized net loss on securities
transferred from available-for-sale to held-to-maturity8,2268,1067,99824,44223,759
Income tax expense related to amortization of unrealized
net loss on securities transferred from
available-for-sale to held-to-maturity(2,354)(2,300)(2,215)(6,956)(6,581)
Amortization of unrealized net loss on securities
transferred from available-for-sale
to held-to-maturity, net of tax5,8725,8065,78317,48617,178
Change in fair value of credit-linked notes(1,495)6363,050(2,110)7,107
Income tax benefit (expense) related to change in fair
value of credit-linked notes424(149)(839)630(1,957)
Change in fair value of credit-linked notes,
net of tax(1,071)4872,211(1,480)5,150
Unrealized (loss) gain on cash flow hedges arising
during the period(10,216)1,283—(3,508)—
Income tax benefit (expense) related to unrealized gain
on cash flow hedges arising during the period2,899(321)—960—
Unrealized (loss) gain on cash flow hedges,
net of tax(7,317)962—(2,548)—
Other comprehensive income (loss), net of tax100,5117,777(99,879)103,966(82,779)
Comprehensive income (loss)$109,295$38,110$(123,223)$173,935$(1,498,961)

(1) Entire amount recognized in "Loss on sale of securities" on the Condensed Consolidated Statements of Earnings (Loss).

Nine Months Ended September 30, 2024
Non-
Common Stock · Voting · Accumulated
Class B · Common · Additional · Other
Preferred · Non- · Stock · Paid-in · Retained · Comprehensive
Stock · Voting · Voting · Equivalents · Capital · Deficit · Loss, Net · Total
(Unaudited)
(In thousands, except per share amount)
Balance, December 31, 2023$498,516$1,577$5$108$3,840,974$(518,301)$(432,114)$3,390,765
Net earnings—————30,852—30,852
Other comprehensive loss,
net of tax——————(4,322)(4,322)
Restricted stock awarded and
earned stock compensation,
net of shares forfeited—(1)——4,657——4,656
Conversion of non-voting
common stock equivalents
to voting common stock—7—(7)————
Restricted stock surrendered————(1,238)——(1,238)
Shares purchased under the
Dividend Reinvestment Plan————70——70
Cash dividends paid:
Preferred stock, $0.48/share—————(9,947)—(9,947)
Common stock, $0.10/share————(16,686)——(16,686)
Balance, March 31, 2024$498,516$1,583$5$101$3,827,777$(497,396)$(436,436)$3,394,150
Net earnings———30,333—30,333
Other comprehensive income,
net of tax——————7,7777,777
Restricted stock awarded and
earned stock compensation,
net of shares forfeited————3,912——3,912
Restricted stock surrendered————(1,154)——(1,154)
Shares purchased under the
Dividend Reinvestment Plan————78——78
Cash dividends paid:
Preferred stock, $0.48/share—————(9,947)—(9,947)
Common stock, $0.10/share————(17,301)——(17,301)
Balance, June 30, 2024$498,516$1,583$5$101$3,813,312$(477,010)$(428,659)$3,407,848
Net earnings———8,784—8,784
Other comprehensive income,
net of tax——————100,511100,511
Restricted stock awarded and
earned stock compensation,
net of shares forfeited————5,445——5,445
Conversion of non-voting
common stock equivalents
to voting common stock—3—(3)————
Restricted stock surrendered————(158)——(158)
Shares purchased under the
Dividend Reinvestment Plan————95——95
Cash dividends paid:
Preferred stock, $0.48/share—————(9,947)—(9,947)
Common stock, $0.10/share————(16,380)——(16,380)
Balance, September 30, 2024$498,516$1,586$5$98$3,802,314$(478,173)$(328,148)$3,496,198
Nine Months Ended September 30, 2024
Non-Voting
Common Stock · Common
Preferred · Class B · Stock
StockVotingNon-VotingEquivalents
(Unaudited)
(In ones)
Number of shares, December 31, 2023513,250157,651,752477,32110,829,990
Restricted stock awarded and earned stock
compensation, net of shares forfeited—67,209——
Restricted stock surrendered—(17,364)——
Shares purchased under Dividend Reinvestment Plan—4,721——
Conversion of non-voting common stock equivalents
to voting common stock—684,390—(684,390)
Number of shares, March 31, 2024513,250158,390,708477,32110,145,600
Restricted stock awarded and earned stock
compensation, net of shares forfeited—(66,623)——
Restricted stock surrendered—(77,549)——
Shares purchased under Dividend Reinvestment Plan—6,255——
Number of shares, June 30, 2024513,250158,252,791477,32110,145,600
Restricted stock awarded and earned stock
compensation, net of shares forfeited—2,001——
Restricted stock surrendered—(3,384)——
Shares purchased under Dividend Reinvestment Plan—5,237——
Conversion of non-voting common stock equivalents
to voting common stock—355,000—(355,000)
Number of shares, September 30, 2024513,250158,611,645477,3219,790,600
Nine Months Ended September 30, 2023
Non-
Common Stock · Voting · Accumulated
Class B · Common · Additional · Other
Preferred · Non- · Stock · Paid-in · Retained · Comprehensive
StockVotingVotingEquivalentsCapitalEarningsLoss, NetTotal
(Unaudited)
(In thousands, except per share amount)
Balance, December 31, 2022$498,516$1,230$—$—$2,821,064$1,420,624$(790,903)$3,950,531
Net loss—————(1,195,424)—(1,195,424)
Other comprehensive income,
net of tax——————54,84354,843
Restricted stock awarded and
earned stock compensation,
net of shares forfeited—2——4,981——4,983
Restricted stock surrendered————(4,053)——(4,053)
Cash dividends paid:
Preferred stock, $0.48/share—————(9,947)—(9,947)
Common stock, $0.38/share————(29,456)——(29,456)
Balance, March 31, 2023$498,516$1,232$—$—$2,792,536$215,253$(736,060)$2,771,477
Net loss—————(197,414)—(197,414)
Other comprehensive loss,
net of tax——————(37,743)(37,743)
Restricted stock awarded and
earned stock compensation,
net of shares forfeited—1——8,933——8,934
Restricted stock surrendered————(1,019)——(1,019)
Cash dividends paid:
Preferred stock, $0.48/share—————(9,947)—(9,947)
Common stock, $0.02/share————(1,093)——(1,093)
Balance, June 30, 2023$498,516$1,233$—$—$2,799,357$7,892$(773,803)$2,533,195
Net loss—————(23,344)—(23,344)
Other comprehensive loss,
net of tax——————(99,879)(99,879)
Restricted stock awarded and
earned stock compensation,
net of shares forfeited—(2)——259——257
Restricted stock surrendered————(194)——(194)
Cash dividends paid:
Preferred stock, $0.48/share—————(9,947)—(9,947)
Common stock, $0.02/share————(811)——(811)
Balance, September 30, 2023$498,516$1,231$—$—$2,798,611$(25,399)$(873,682)$2,399,277
Nine Months Ended September 30, 2023
Non-Voting
Common Stock · Common
Preferred · Class B · Stock
StockVotingNon-VotingEquivalents
(Unaudited)
(In ones)
Number of shares, December 31, 2022513,25078,973,869——
Restricted stock awarded and earned stock
compensation, net of shares forfeited—110,661——
Restricted stock surrendered—(96,106)——
Number of shares, March 31, 2023513,25078,988,424——
Restricted stock awarded and earned stock
compensation, net of shares forfeited—54,188——
Restricted stock surrendered—(103,588)——
Number of shares, June 30, 2023513,25078,939,024——
Restricted stock awarded and earned stock
compensation, net of shares forfeited—(116,014)——
Restricted stock surrendered—(16,041)——
Number of shares, September 30, 2023513,25078,806,969——

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
September 30,
20242023
(Unaudited)
(In thousands)
Cash flows from operating activities:
Net earnings (loss)$69,969$(1,416,182)
Adjustments to reconcile net earnings (loss) to net cash (used in) provided by operating activities:
Goodwill impairment—1,376,736
Depreciation and amortization41,19940,295
Amortization of net premiums on investment securities18,46828,981
Decrease in deferred loan fees and discounts, net(87,108)(62,420)
Amortization of intangible assets25,3737,189
Amortization of operating lease ROU assets27,61420,937
Provision for credit losses30,0005,000
Gain on sale of foreclosed assets(947)(793)
Provision for losses on foreclosed assets1,020701
(Gain) loss on sale of loans and leases(625)157,820
Loss (gain) on sale of premises and equipment24(647)
Loss on sale of securities59,946—
Gain on BOLI death benefit(52)(416)
Unrealized (gain) loss on derivatives, foreign currencies, and credit-linked notes, net(825)4,026
LOCOM HFS adjustment(218)11,636
Earned stock compensation14,01314,174
Acquisition, integration, and reorganization costs—70
Decrease (increase) in other assets124,162(166,765)
(Decrease) increase in accrued interest payable and other liabilities(324,435)33,857
Net cash (used in) provided by operating activities(2,422)54,199
Cash flows from investing activities:
Net (increase) decrease in loans and leases(399,666)450,455
Proceeds from sales of loans and leases2,455,7945,946,033
Proceeds from maturities and paydowns of securities available-for-sale151,634203,958
Proceeds from sales of securities available-for-sale681,888—
Purchases of securities available-for-sale(729,612)(12,752)
Proceeds from maturities and paydowns of securities held-to-maturity1,0951,061
Purchases of FHLB and FRB stock(20,790)(194,918)
Redemptions of FHLB and FRB stock2,013211,958
Proceeds from sales of foreclosed assets14,56114,235
Purchases of premises and equipment, net(8,913)(12,106)
Proceeds from sales of premises and equipment1369,018
Proceeds from BOLI death benefit2,0743,567
Net decrease in equipment leased to others under operating leases7,15225,151
Net cash provided by investing activities2,157,3666,645,660
Cash flows from financing activities:
Net increase (decrease) in noninterest-bearing deposits37,542(5,633,324)
Net decrease in interest-bearing deposits(3,611,042)(1,704,329)
Repayments of borrowings(2,422,278)(1,525,037)
Proceeds from borrowings1,100,0006,058,743
Shares purchased under the Dividend Reinvestment Plan243—
Restricted stock surrendered(2,550)(5,266)
Preferred stock dividends paid(29,841)(29,841)
Common stock dividends paid(50,367)(31,360)
Net cash used in financing activities(4,978,293)(2,870,414)
Net (decrease) increase in cash, cash equivalents, and restricted cash(2,823,349)3,829,445
Cash, cash equivalents, and restricted cash, beginning of period5,377,5762,240,222
Cash, cash equivalents, and restricted cash, end of period$2,554,227$6,069,667

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
September 30,
20242023
(Unaudited)
(In thousands)
Supplemental disclosures of cash flow information:
Cash paid for interest$819,859$715,421
Cash (received) paid for income taxes(7,160)1,095
Loans transferred to foreclosed assets15,56415,950
Transfers from loans held for investment to loans held for sale1,930,2853,076,427
Transfers to loans held for investment from loans held for sale1,179394,716

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Banc of California, Inc., a Maryland corporation, was incorporated in March 2002 and serves as the holding company for its wholly owned subsidiary, Banc of California (the “Bank”), a California state-chartered bank and member of the FRB. When we refer to the “parent” or the “holding company," we are referring to Banc of California, Inc., the parent company, on a stand-alone basis. When we refer to “we,” “us,” “our,” or the “Company,” we are referring to Banc of California, Inc. and its consolidated subsidiaries including the Bank, collectively. As a bank holding company, Banc of California, Inc. is subject to ongoing and comprehensive supervision, regulation, examination, and enforcement by the FRB. As a California state-chartered bank and a member of the FRB, the Bank is subject to ongoing and comprehensive supervision, regulation, examination, and enforcement by the DFPI and the FRB. The Bank is also a member of the FHLB system, and its deposit accounts are insured by the Deposit Insurance Fund (the "DIF") of the FDIC.

Banc of California is one of the nation's premier relationship-based business banks focused on providing banking and treasury management services to small-, middle-market, and venture-backed businesses. The Bank provides a broad range of loan and deposit products and services through 80 full-service branches located throughout California and in Denver, Colorado, and Durham, North Carolina, as well as full-stack payment processing solutions through its subsidiary, Deepstack Technologies, LLC (“Deepstack”). Banc of California also serves the Community Association Management Industry nationwide with its technology-forward platform SmartStreet™. The Bank is committed to its local communities by supporting organizations that provide financial literacy and job training, small business support, affordable housing, and more.

We generate our revenue primarily from interest received on loans and leases and, to a lesser extent, from interest received on investment securities, and fees received in connection with deposit services, extending credit and other services offered, including treasury management and investment management services. Our major operating expenses are interest paid by the Bank on deposits and borrowings, compensation, occupancy, and general operating expenses.

Significant Accounting Policies

Our accounting policies are described in Note 1. Nature of Operations and Summary of Significant Accounting Policies, of our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC ("Form 10-K").

Accounting Standards Adopted in 2024

Effective January 1, 2024, the Company adopted ASU 2022-03, "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions."This standard clarifies that a contractual sale restriction should not be considered in measuring fair value. It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities. The Company does not take into account contractual sale restrictions in determining the fair value of its equity securities, therefore, the adoption of this amendment did not have a material impact on the Company's consolidated financial statements.

Effective January 1, 2024, the Company adopted ASU 2023-02, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force)." This standard expands the proportional amortization method to account for investments in all tax credit structures. That accounting method was previously allowed only for low-income housing tax credit ("LIHTC") investments, but now is available, by election, to all community development tax credit investment reporting that meets five conditions. Under the new guidance, reporting entities can make accounting policy elections on a tax-credit-program-by-tax-credit-program basis, rather than for individual investments or at the reporting entity level. The Company adopted this update on a prospective basis and determined that the adoption of this amendment did not have a material impact on the Company's consolidated financial statements.

Basis of Presentation

The accounting and reporting policies of the Company are in accordance with U.S. generally accepted accounting principles, which we may refer to as U.S. GAAP. In the opinion of management, all significant intercompany accounts and transactions have been eliminated and adjustments, consisting solely of normal recurring accruals and considered necessary for the fair presentation of financial statements, have been included.

On November 30, 2023, PacWest Bancorp merged with and into Banc of California, Inc. (the “Merger”), with Banc of California, Inc. continuing as the surviving legal corporation and Banc of California, Inc. concurrently closed a $400 million equity capital raise. The Merger was accounted for as a reverse merger using the acquisition method of accounting, therefore, PacWest Bancorp was deemed the acquirer for financial reporting purposes, even though Banc of California, Inc. was the legal acquirer. The Merger was an all-stock transaction and has been accounted for as a business combination. Banc of California, Inc.'s financial results for all periods ended prior to November 30, 2023 reflect PacWest Bancorp results only on a standalone basis. In addition, Banc of California, Inc.'s reported financial results for the year ended December 31, 2023 reflect PacWest Bancorp financial results only on a standalone basis until the closing of the Merger on November 30, 2023, and results of the combined company for the month of December 2023. The number of shares issued and outstanding, earnings per share, and all references to share quantities or metrics of Banc of California, Inc. have been retrospectively restated to reflect the equivalent number of shares issued in the Merger as the Merger was accounted for as a reverse merger. Under the reverse merger method of accounting, the assets and liabilities of legacy Banc of California, Inc. as of November 30, 2023 were recorded at their respective fair values. The interim condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K.

Use of Estimates

The Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period to prepare these consolidated financial statements in conformity with U.S. GAAP. Actual results could differ from those estimates. Material estimates subject to change in the near term include, among other items, the allowance for credit losses (the combination of the allowance for loan and lease losses and the reserve for unfunded loan commitments), the carrying value of goodwill and other intangible assets, the fair value of assets and liabilities acquired in business combinations and the related purchase price allocation, and the realization of deferred tax assets. These estimates may be adjusted as more current information becomes available, and any adjustment may be significant.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period's presentation format.

NOTE 2. BUSINESS COMBINATIONS

On November 30, 2023 (the“Merger Date”), PacWest Bancorp merged with and into Banc of California, Inc., with Banc of California, Inc. continuing as the surviving legal corporation (the “Merger”). Promptly following the Merger, Banc of California, Inc.’s wholly owned bank subsidiary, Banc of California, N.A., merged with and into PacWest Bancorp’s wholly owned bank subsidiary, Pacific Western Bank, with Pacific Western Bank surviving the merger. The name of the bank was then changed to Banc of California. Refer to Note 1. Organization and Summary of Significant Accounting Policies under the Basis of Presentation for more information pertaining to the completed Merger.

The Merger was accounted for as a reverse merger using the acquisition method of accounting; therefore, PacWest Bancorp was deemed the acquirer for financial reporting purposes, even though Banc of California, Inc. was the legal acquirer. The Merger was an all-stock transaction and has been accounted for as a business combination. Pursuant to the merger agreement, on the Merger Date, each holder of PacWest Bancorp common stock received 0.6569 of a share (the “Exchange Ratio”) of Banc of California, Inc.'s common stock for each share of PacWest Bancorp common stock held. Each outstanding share of common stock of Banc of California, Inc. remained outstanding. As of the Merger Date, PacWest Bancorp had approximately 120.0 million and Banc of California, Inc. had approximately 57.0 million shares of common stock outstanding. On the Merger Date, the shares of PacWest Bancorp common stock, which previously traded under the ticker symbol “PACW” on NASDAQ, ceased trading on, and were delisted from, NASDAQ. Following the Merger, Banc of California, Inc. common stock continues to trade on NYSE, with the ticker symbol of “BANC.”

The following table provides the preliminary purchase price allocation as of the Merger Date and the assets acquired and liabilities assumed at their estimated fair value as of the Merger Date as recorded by the Company. The estimates of fair value were recorded based on initial valuations available at the Merger Date and further adjusted in the third quarter based on new information. These estimates, including initial accounting for deferred taxes and acquired loans, are considered preliminary as of September 30, 2024 and remain subject to additional adjustment for up to one year after the Merger Date. In many cases, the determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. While the Company believes that the information available on the Merger Date provided a reasonable basis for estimating fair value, additional information obtained during the measurement period resulted in changes in the second and third quarters of 2024 and further additional information that may be obtained during the remaining measurement period may result in additional changes to the estimated fair value amounts. The measurement period ends on the earlier of one year after the Merger Date or the date the Company concludes that all necessary information about the facts and circumstances that existed as of the Merger Date have been obtained. The fair value of acquired net tax assets may change once the final tax returns have been filed and the fair value of acquired loans may change due to additional information being obtained during the measurement period, including the determination of PCD loans as the Company further evaluates the information as of the acquisition date.

Purchase Price Consideration:
(In thousands)
Total merger consideration$663,004
Fair value of assets acquired:
Cash and due from banks$335,300
Investment securities available-for-sale872,800
Loans and leases held for sale2,179,860
Loans and leases held for investment, net of allowance for loan and lease losses3,952,073
Premises and equipment103,500
Other intangible assets145,500
Current and deferred tax assets, net209,602
Other assets391,050
Total assets acquired$8,189,685
Fair value of liabilities assumed:
Deposits$6,547,659
FHLB advances794,000
Long-term debt257,600
Other liabilities144,192
Total liabilities assumed$7,743,451
Net assets acquired446,234
Goodwill$216,770

In connection with the Merger, the Company recorded approximately $216.8 million of goodwill. Goodwill represents the excess of the purchase price over the fair value of the assets acquired, net of fair value of liabilities assumed. Information regarding the allocation of goodwill recorded as a result of the acquisition, as well as the carrying amounts and amortization of core deposit and other intangible assets, are provided in Note 6. Goodwill and Other Intangible Assets, Net of the Notes to Consolidated Financial Statements. None of the goodwill recognized is expected to be deductible for income tax purposes.

NOTE 3. RESTRICTED CASH

The Company is required to maintain reserve balances with the FRBSF. Such reserve requirements are based on a percentage of deposit liabilities and may be satisfied by cash on hand. There wereno average reserves required to be held at the FRBSF for the periods ended September 30, 2024 and 2023. The following restricted cash balances are included in "Interest-earning deposits in financial institutions" on the condensed consolidated balance sheets. As of September 30, 2024 and December 31, 2023, we pledged cash collateral for our derivative contracts of $3.5 million and $3.3 million. In connection with the issuance of the credit-linked notes on September 29, 2022, legacy Pacific Western Bank established a correspondent bank account at a third party financial institution as the collateral account for the credit-linked notes. The repayment of principal on the credit-linked notes is secured by this collateral account, which had a balance of $121.1 million at September 30, 2024 and $125.2 million at December 31, 2023. Starting in the second quarter of 2023, we began to pledge cash to secure the standby letters of credit that we have issued on behalf of our customers. As of September 30, 2024 and December 31, 2023, the balance of such restricted cash totaled $58.7 million and $56.6 million.

NOTE 4. INVESTMENT SECURITIES

Securities Available-for-Sale

The following table presents amortized cost, gross unrealized gains and losses, and fair values of securities available-for-sale as of the dates indicated:

September 30, 2024
Allowance · Gross · Gross
Amortizedfor CreditNet CarryingUnrealizedUnrealizedFair
Security TypeCostLossesAmountGainsLossesValue
(In thousands)
Agency residential MBS$1,071,154$—$1,071,154$—$(148,706)$922,448
Agency commercial MBS34,193—34,193—(661)33,532
Agency residential CMOs432,183—432,1831,910(15,853)418,240
Municipal securities602—602—(5)597
Corporate debt securities300,996(199)300,7971,753(35,920)266,630
Private label residential CMOs367,168—367,168823(28,266)339,725
Collateralized loan obligations284,743—284,743365(135)284,973
Private label commercial MBS14,415—14,415—(793)13,622
Asset-backed securities16,287—16,287—(83)16,204
SBA securities4,565—4,565—(252)4,313
Total (1)$2,526,306$(199)$2,526,107$4,851$(230,674)$2,300,284

(1) Excludes accrued interest receivable of $12.7 million at September 30, 2024 which is recorded in "Other assets" on the condensed consolidated balance sheets.

December 31, 2023
Allowance · Gross · Gross
Amortizedfor CreditNet CarryingUnrealizedUnrealizedFair
Security TypeCostLossesAmountGainsLossesValue
(In thousands)
Agency residential MBS$1,388,801$—$1,388,801$—$(201,192)$1,187,609
U.S. Treasury securities4,965—4,9653—4,968
Agency commercial MBS268,639—268,639—(15,333)253,306
Agency residential CMOs320,984—320,984—(36,650)284,334
Municipal securities29,192—29,192—(1,109)28,083
Corporate debt securities327,426(199)327,227259(60,254)267,232
Private label residential CMOs193,071—193,071—(34,659)158,412
Collateralized loan obligations109,168—109,168—(752)108,416
Private label commercial MBS22,126—22,126—(1,313)20,813
Asset-backed securities20,241—20,241—(289)19,952
SBA securities14,642—14,642—(903)13,739
Total (1)$2,699,255$(199)$2,699,056$262$(352,454)$2,346,864

(1) Excludes accrued interest receivable of $10.0 million at December 31, 2023 which is recorded in "Other assets" on the condensed consolidated balance sheets.

As of September 30, 2024, the Company had recorded an allowance for credit losses on securities available-for-sale of $199,000 on one corporate debt security of other financial institutions that were downgraded to below investment grade by external credit agencies. Except for the corporate debt security noted, we believe there was no credit impairment and the decline in fair value of our securities since acquisition was primarily attributable to changes in interest rates and credit spreads. We do not currently intend to sell any of the securities in an unrealized loss position and it is not more likely than not the Company will be required to sell these securities before their anticipated recovery and the Company has therefore recorded the unrealized losses in accumulated other comprehensive income/(loss) ("AOCI").

As of September 30, 2024, securities available-for-sale with a fair value of $4.3 million were pledged as collateral solely for public deposits.

Realized Gains and Losses on Securities Available-for-Sale

The following table presents the amortized cost of securities sold with related gross realized gains, gross realized losses, and net realized (losses) gains for the periods indicated:

Three Months Ended · Nine Months Ended
September 30,September 30,
2024202320242023
(In thousands)
Amortized cost of securities sold$741,834$—$741,834$—
Gross realized gains$—$—$—$—
Gross realized losses(59,946)—(59,946)—
Net realized (losses) gains$(59,946)$—$(59,946)$—

Unrealized Losses on Securities Available-for-Sale

The following tables present the gross unrealized losses and fair values of securities available-for-sale that were in unrealized loss positions as of the dates indicated:

September 30, 2024
Less Than 12 Months · 12 Months or More · Total
GrossGrossGross
FairUnrealizedFairUnrealizedFairUnrealized
Security TypeValueLossesValueLossesValueLosses
(In thousands)
Agency residential MBS$—$—$922,448$(148,706)$922,448$(148,706)
Agency commercial MBS (1)21,289—12,243(661)33,532(661)
Agency residential CMOs——109,796(15,853)109,796(15,853)
Municipal securities——597(5)597(5)
Corporate debt securities——247,200(35,920)247,200(35,920)
Private label residential CMOs——138,448(28,266)138,448(28,266)
Collateralized loan obligations73,503(135)——73,503(135)
Private label commercial MBS——13,622(793)13,622(793)
Asset-backed securities16,204(83)——16,204(83)
SBA securities——4,313(252)4,313(252)
Total$110,996$(218)$1,448,667$(230,456)$1,559,663$(230,674)

(1) Gross unrealized loss is less than $500 in the "Less than 12 months" category.

December 31, 2023
Less Than 12 Months · 12 Months or More · Total
GrossGrossGross
FairUnrealizedFairUnrealizedFairUnrealized
Security TypeValueLossesValueLossesValueLosses
(In thousands)
Agency residential MBS$—$—$1,187,609$(201,192)$1,187,609$(201,192)
Agency commercial MBS——253,306(15,333)253,306(15,333)
Agency residential CMOs——284,334(36,650)284,334(36,650)
Municipal securities——28,083(1,109)28,083(1,109)
Corporate debt securities——265,431(60,254)265,431(60,254)
Private label residential CMOs——158,412(34,659)158,412(34,659)
Collateralized loan obligations——66,886(752)66,886(752)
Private label commercial MBS——20,813(1,313)20,813(1,313)
Asset-backed securities——19,952(289)19,952(289)
SBA securities——13,739(903)13,739(903)
Total$—$—$2,298,565$(352,454)$2,298,565$(352,454)

The securities that were in an unrealized loss position at September 30, 2024, were considered impaired and required further review to determine if the unrealized losses were credit-related. We concluded the unrealized losses were a result of the level of market interest rates relative to the types of securities and pricing changes caused by shifting supply and demand dynamics and not a result of downgraded credit ratings or other indicators of deterioration of the underlying issuers' ability to repay. We also considered the seniority of the tranches and U.S. government agency guarantees, if any, to assess whether an unrealized loss was credit-related. Accordingly, we determined the unrealized losses were not credit-related and recognized the unrealized losses in "Accumulated other comprehensive loss, net" of "Stockholders' equity" on the condensed consolidated balance sheets.

Contractual Maturities of Securities Available-for-Sale

The following tables present the contractual maturities of our securities available-for-sale portfolio based on amortized cost and fair value as of the date indicated:

September 30, 2024
Due After · Due After
Due · One Year · Five Years · Due
Within · Through · Through · After
Security TypeOne YearFive YearsTen YearsTen YearsTotal
(In thousands)
Amortized Cost:
Agency residential MBS$—$—$—$1,071,154$1,071,154
Agency commercial MBS61021,290—12,29334,193
Agency residential CMOs———432,183432,183
Municipal securities—602——602
Corporate debt securities—5,000295,996—300,996
Private label residential CMOs———367,168367,168
Collateralized loan obligations——125,705159,038284,743
Private label commercial MBS——1,08313,33214,415
Asset-backed securities———16,28716,287
SBA securities——4,565—4,565
Total$610$26,892$427,349$2,071,455$2,526,306
September 30, 2024
Due After · Due After
Due · One Year · Five Years · Due
Within · Through · Through · After
Security TypeOne YearFive YearsTen YearsTen YearsTotal
(In thousands)
Fair Value:
Agency residential MBS$—$—$—$922,448$922,448
Agency commercial MBS60621,289—11,63733,532
Agency residential CMOs———418,240418,240
Municipal securities—597——597
Corporate debt securities—4,866261,764—266,630
Private label residential CMOs———339,725339,725
Collateralized loan obligations——125,884159,089284,973
Private label commercial MBS——1,06212,56013,622
Asset-backed securities———16,20416,204
SBA securities——4,313—4,313
Total$606$26,752$393,023$1,879,903$2,300,284

CMBS, CMOs, and MBS have contractual maturity dates, but require periodic payments based upon scheduled amortization terms. Actual principal collections on these securities usually occur more rapidly than the scheduled amortization terms because of prepayments made by obligors of the underlying loan collateral.

Securities Held-to-Maturity

Effective June 1, 2022, the Company transferred securities with a fair value of $2.3 billion from available-for-sale to held-to-maturity. At the time of transfer, $218.3 million of unrealized losses, net of tax, was retained in "Accumulated other comprehensive loss, net" on the condensed consolidated balance sheets. The amount remaining in "Accumulated other comprehensive loss, net" at September 30, 2024 was $163.9 million. The following table presents amortized cost, allowance for credit losses, gross unrealized gains and losses, and fair values of securities held-to-maturity as of the date indicated:

September 30, 2024
Allowance
for · Net · Gross · Gross
AmortizedCreditCarryingUnrealizedUnrealizedFair
Security TypeCostLossesAmountGainsLossesValue
(In thousands)
Municipal securities$1,250,254$(140)$1,250,114$2,670$(16,849)$1,235,935
Agency commercial MBS438,781—438,781—(18,745)420,036
Private label commercial MBS354,098—354,098—(14,694)339,404
U.S. Treasury securities189,239—189,239—(8,812)180,427
Corporate debt securities70,391(1,360)69,031—(15,351)53,680
Total (1)$2,302,763$(1,500)$2,301,263$2,670$(74,451)$2,229,482

(1)Excludes accrued interest receivable of $11.3 million at September 30, 2024 which is recorded in "Other assets" on the condensed consolidated balance sheets.

December 31, 2023
Allowance
for · Net · Gross · Gross
AmortizedCreditCarryingUnrealizedUnrealizedFair
Security TypeCostLossesAmountGainsLossesValue
(In thousands)
Municipal securities$1,247,310$(140)$1,247,170$1,760$(28,170)$1,220,760
Agency commercial MBS433,827—433,827—(30,665)403,162
Private label commercial MBS350,493—350,493—(29,289)321,204
U.S. Treasury securities187,033—187,033—(11,454)175,579
Corporate debt securities70,128(1,360)68,768—(21,157)47,611
Total (1)$2,288,791$(1,500)$2,287,291$1,760$(120,735)$2,168,316

(1)Excludes accrued interest receivable of $13.4 million at December 31, 2023 which is recorded in "Other assets" on the condensed consolidated balance sheets.

As of September 30, 2024, securities held-to-maturity with an amortized cost of $2.2 billion and a fair value of $2.2 billion were pledged as collateral primarily for the FRB secured line of credit and public deposits.

Allowance for Credit Losses on Securities Held-to-Maturity

The following table presents the changes by major security type in our allowance for credit losses on securities held-to-maturity for the periods indicated:

Allowance for · Provision · Allowance for
Credit Losses, · for · Credit Losses,
Beginning · Credit · End of
Security Typeof PeriodLossesCharge-offsRecoveriesPeriod
(In thousands)
Municipal securities$140$—$—$—$140
Corporate debt securities1,360———1,360
Total$1,500$—$—$—$1,500
Municipal securities$140$—$—$—$140
Corporate debt securities1,360———1,360
Total$1,500$—$—$—$1,500
Allowance for · Provision · Allowance for
Credit Losses, · for · Credit Losses,
Beginning · Credit · End of
Security Typeof PeriodLossesCharge-offsRecoveriesPeriod
(In thousands)
Municipal securities$140$—$—$—$140
Corporate debt securities1,360———1,360
Total$1,500$—$—$—$1,500
Municipal securities$140$—$—$—$140
Corporate debt securities1,360———1,360
Total$1,500$—$—$—$1,500

Credit losses on HTM securities are recorded at the time of purchase, acquisition, or when the Company designates securities as held-to-maturity. Credit losses on HTM securities are representative of current expected credit losses that may be incurred over the life of the investment. Accrued interest receivable on HTM securities, which is included in other assets on the condensed consolidated balance sheets, is excluded from the estimate of expected credit losses. HTM U.S. treasury securities and agency-backed MBS securities are considered to have no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. The change in fair value in the HTM private label CMBS portfolio is solely driven by changes in interest rates. The Company has no knowledge of any underlying credit issues and the cash flows underlying the debt securities have not changed and are not expected to be impacted by changes in interest rates and, thus, there is no related ACL for this portfolio. The underlying bonds in the Company’s HTM municipal securities and HTM corporate debt securities portfolios are evaluated for credit losses in conjunction with management’s estimate of the allowance for credit losses based primarily on credit ratings.

Securities Held-to-Maturity by Credit Quality Indicator

The Company uses S&P, Moody's, Fitch, Kroll, and Egan Jones ratings as the credit quality indicators for its held-to-maturity securities. The following table presents our securities held-to-maturity portfolio at amortized cost by the lowest available credit rating as of the dates indicated:

September 30, 2024
Security TypeAAAAA+AAAA-A+AA-BBBNRTotal
(In thousands)
Amortized Cost:
Municipal securities$570,454$368,821$218,026$60,843$11,990$1,671$—$—$18,449$1,250,254
Agency commercial
MBS—438,781———————438,781
Private label
commercial MBS354,098————————354,098
U.S. Treasury
securities—189,239———————189,239
Corporate debt
securities———————44,47225,91970,391
Total$924,552$996,841$218,026$60,843$11,990$1,671$—$44,472$44,368$2,302,763
December 31, 2023
Security TypeAAAAA+AAAA-A+AA-BBBNRTotal
(In thousands)
Amortized Cost:
Municipal securities$564,127$397,542$167,905$86,243$12,007$1,787$—$—$17,699$1,247,310
Agency commercial
MBS—433,827———————433,827
Private label
commercial MBS350,493————————350,493
U.S. Treasury
securities—187,033———————187,033
Corporate debt
securities———————44,37125,75770,128
Total$914,620$1,018,402$167,905$86,243$12,007$1,787$—$44,371$43,456$2,288,791

Contractual Maturities of Securities Held-to-Maturity

The following tables present the contractual maturities of our securities held-to-maturity portfolio based on amortized cost and fair value as of the date indicated:

September 30, 2024
Due After · Due After
Due · One Year · Five Years · Due
Within · Through · Through · After
Security TypeOne YearFive YearsTen YearsTen YearsTotal
(In thousands)
Amortized Cost:
Municipal securities$—$20,246$441,137$788,871$1,250,254
Agency commercial MBS——438,781—438,781
Private label commercial MBS——36,733317,365354,098
U.S. Treasury securities——189,239—189,239
Corporate debt securities——10,16260,22970,391
Total$—$20,246$1,116,052$1,166,465$2,302,763
September 30, 2024
Due After · Due After
Due · One Year · Five Years · Due
Within · Through · Through · After
Security TypeOne YearFive YearsTen YearsTen YearsTotal
(In thousands)
Fair Value:
Municipal securities$—$20,275$436,537$779,123$1,235,935
Agency commercial MBS——420,036—420,036
Private label commercial MBS——35,873303,531339,404
U.S. Treasury securities——180,427—180,427
Corporate debt securities——9,54444,13653,680
Total$—$20,275$1,082,417$1,126,790$2,229,482

Commercial MBS have contractual maturity dates, but require periodic payments based upon scheduled amortization terms. Actual principal collections on these securities usually occur more rapidly than the scheduled amortization terms because of prepayments made by obligors of the underlying loan collateral.

Interest Income on Investment Securities

The following table presents the composition of our interest income on investment securities, including available-for-sale and held-to-maturity, for the periods indicated:

Three Months Ended · Nine Months Ended
September 30,September 30,
2024202320242023
(In thousands)
Taxable interest$28,576$38,062$83,241$114,961
Non-taxable interest4,6224,87214,08814,697
Dividend income1,7142,3925,7224,058
Total interest income on investment securities$34,912$45,326$103,051$133,716

NOTE 5. LOANS AND LEASES

Our loans are carried at the principal amount outstanding, net of deferred fees and costs, and in the case of acquired and purchased loans, net of purchase discounts and premiums. Deferred fees and costs and purchase discounts and premiums on acquired loans are recognized as an adjustment to interest income over the contractual life of the loans primarily using the effective interest method or taken into income when the related loans are paid off or included in the carrying amount of loans that are sold.

Loans and Leases Held for Investment

The following table summarizes the composition of our loans and leases held for investment as of the dates indicated:

September 30,December 31,
20242023
(In thousands)
Real estate mortgage$13,527,145$16,378,537
Real estate construction and land (1)3,476,3323,183,357
Commercial6,329,8615,780,346
Consumer414,357454,474
Total gross loans and leases held for investment23,747,69525,796,714
Unearned discounts, net (2)(194,161)(261,984)
Deferred fees, net(25,757)(45,043)
Total loans and leases held for investment, net of unearned discounts and deferred fees23,527,77725,489,687
Allowance for loan and lease losses(254,345)(281,687)
Total loans and leases held for investment, net (3)$23,273,432$25,208,000

(1)Includes land and acquisition and development loans of $208.3 million and $228.9 million at September 30, 2024 and December 31, 2023.

(2)Represents net acquisition discounts of $258.9 million and purchase premiums of $64.7 million at September 30, 2024, and net acquisition discounts of $334.2 million and purchase premiums of $72.2 million at December 31, 2023.

(3)Excludes accrued interest receivable of $99.0 million and $111.3 million at September 30, 2024 and December 31, 2023, respectively, which is recorded in "Other assets" on the condensed consolidated balance sheets.

The following tables present an aging analysis of our loans and leases held for investment, net of deferred fees, by loan portfolio segment and class as of the dates indicated:

September 30, 2024
30 - 8990 or More
Days · Days · Total
Past Due · Past Due · Past Due · Current · Total
(In thousands)
Real estate mortgage:
Commercial$17,261$29,412$46,673$4,511,266$4,557,939
Multi-family———6,009,2806,009,280
Other residential19,70339,54659,2492,707,9382,767,187
Total real estate mortgage36,96468,958105,92213,228,48413,334,406
Real estate construction and land:
Commercial———836,902836,902
Residential———2,622,5072,622,507
Total real estate construction and land———3,459,4093,459,409
Commercial:
Asset-based1,097—1,0972,114,2142,115,311
Venture capital———1,353,6261,353,626
Other commercial12,4172,66915,0862,835,4492,850,535
Total commercial13,5142,66916,1836,303,2896,319,472
Consumer2,4494102,859411,631414,490
Total$52,927$72,037$124,964$23,402,813$23,527,777
December 31, 2023
30 - 8990 or More
Days · Days · Total
Past Due · Past Due · Past Due · Current · Total
(In thousands)
Real estate mortgage:
Commercial$12,618$15,168$27,786$4,998,711$5,026,497
Multi-family2,3021,0203,3226,021,8576,025,179
Other residential93,0424,34197,3834,962,9265,060,309
Total real estate mortgage107,96220,529128,49115,983,49416,111,985
Real estate construction and land:
Commercial———759,585759,585
Residential———2,399,6842,399,684
Total real estate construction and land———3,159,2693,159,269
Commercial:
Asset-based6082,6893,2972,185,7882,189,085
Venture capital———1,446,3621,446,362
Other commercial1,2766,9938,2692,121,5912,129,860
Total commercial1,8849,68211,5665,753,7415,765,307
Consumer3,4616704,131448,995453,126
Total$113,307$30,881$144,188$25,345,499$25,489,687

It is our policy to discontinue accruing interest when principal or interest payments are past due 90 days or more (unless the loan is both well secured and in the process of collection) or when, in the opinion of management, there is a reasonable doubt as to the collectability of a loan or lease in the normal course of business. Interest income on nonaccrual loans is recognized only to the extent cash is received and the principal balance of the loan is deemed collectable.

The following table presents our nonaccrual and performing loans and leases held for investment, net of deferred fees, by loan portfolio segment and class as of the dates indicated:

September 30, 2024December 31, 2023
NonaccrualPerformingTotalNonaccrualPerformingTotal
(In thousands)
Real estate mortgage:
Commercial$78,478$4,479,461$4,557,939$15,669$5,010,828$5,026,497
Multi-family9166,008,3646,009,2801,0206,024,1596,025,179
Other residential50,5142,716,6732,767,18731,0415,029,2685,060,309
Total real estate mortgage129,90813,204,49813,334,40647,73016,064,25516,111,985
Real estate construction and land:
Commercial—836,902836,902—759,585759,585
Residential—2,622,5072,622,507—2,399,6842,399,684
Total real estate construction and land—3,459,4093,459,409—3,159,2693,159,269
Commercial:
Asset-based2,2952,113,0162,115,3112,6892,186,3962,189,085
Venture capital19,9571,333,6691,353,6263251,446,0371,446,362
Other commercial15,6622,834,8732,850,53510,9722,118,8882,129,860
Total commercial37,9146,281,5586,319,47213,9865,751,3215,765,307
Consumer519413,971414,490811452,315453,126
Total$168,341$23,359,436$23,527,777$62,527$25,427,160$25,489,687

At September 30, 2024, nonaccrual loans and leases included $72.0 million of loans and leases 90 or more days past due, $29.5 million of loans and leases 30 to 89 days past due, and $66.8 million of loans and leases current with respect to contractual payments that were placed on nonaccrual status based on management’s judgment regarding their collectability. At December 31, 2023, nonaccrual loans and leases included $19.1 million of loans and leases 90 or more days past due, $11.4 million of loans and leases 30 to 89 days past due, and $32.0 million of current loans and leases that were placed on nonaccrual status based on management’s judgment regarding their collectability.

As of September 30, 2024, our three largest loan relationships on nonaccrual status had an aggregate carrying value of $49.0 million and represented 29% of total nonaccrual loans and leases.

The following tables present the credit risk rating categories for loans and leases held for investment, net of deferred fees, by loan portfolio segment and class as of the dates indicated. Classified loans and leases are those with a credit risk rating of either substandard or doubtful.

September 30, 2024
ClassifiedSpecial MentionPassTotal
(In thousands)
Real estate mortgage:
Commercial$256,581$339,559$3,961,799$4,557,939
Multi-family152,28846,3325,810,6606,009,280
Other residential53,14014,7752,699,2722,767,187
Total real estate mortgage462,009400,66612,471,73113,334,406
Real estate construction and land:
Commercial—111,195725,707836,902
Residential—3,1642,619,3432,622,507
Total real estate construction and land—114,3593,345,0503,459,409
Commercial:
Asset-based5,73111,1562,098,4242,115,311
Venture capital39,699145,4411,168,4861,353,626
Other commercial25,51132,3582,792,6662,850,535
Total commercial70,941188,9556,059,5766,319,472
Consumer6417,908405,941414,490
Total$533,591$711,888$22,282,298$23,527,777
December 31, 2023
ClassifiedSpecial MentionPassTotal
(In thousands)
Real estate mortgage:
Commercial$75,739$219,687$4,731,071$5,026,497
Multi-family74,954108,3565,841,8696,025,179
Other residential38,15554,1974,967,9575,060,309
Total real estate mortgage188,848382,24015,540,89716,111,985
Real estate construction and land:
Commercial——759,585759,585
Residential—2,7572,396,9272,399,684
Total real estate construction and land—2,7573,156,5123,159,269
Commercial:
Asset-based4,56112,5062,172,0182,189,085
Venture capital7,80598,6331,339,9241,446,362
Other commercial26,0449,9842,093,8322,129,860
Total commercial38,410121,1235,605,7745,765,307
Consumer1,1597,192444,775453,126
Total$228,417$513,312$24,747,958$25,489,687

The following table presents our nonaccrual loans and leases by loan portfolio segment and class and by with and without an allowance recorded as of the date indicated and interest income recognized on nonaccrual loans and leases for the periods indicated:

Three Months · Nine Months · Three Months · Nine Months
Ended · Ended · Ended · Ended
September 30,September 30,September 30,September 30,September 30,September 30,
202420242024202320232023
NonaccrualInterestInterestNonaccrualInterestInterest
RecordedIncomeIncomeRecordedIncomeIncome
InvestmentRecognizedRecognizedInvestmentRecognizedRecognized
(In thousands)
With An Allowance Recorded:
Real estate mortgage:
Commercial$201$—$—$55$—$—
Multi-family——————
Other residential232——372——
Real estate construction and land:
Commercial——————
Residential——————
Commercial:
Asset-based——————
Venture capital19,957——2,001——
Other commercial6,950——672——
Consumer519——207——
With No Related Allowance
Recorded:
Real estate mortgage:
Commercial$78,277$3$10$31,410$24$80
Multi-family916—————
Other residential50,282——87,957——
Real estate construction and land:
Commercial——————
Residential——————
Commercial:
Asset-based2,295——363——
Venture capital——————
Other commercial8,712——2,35988
Consumer——————
Total Loans and Leases With and
Without an Allowance Recorded:
Real estate mortgage$129,908$3$10$119,794$24$80
Real estate construction and land——————
Commercial37,914——5,39588
Consumer519——207——
Total$168,341$3$10$125,396$32$88

The following tables present our loans held for investment by loan portfolio segment and class, by credit quality indicator (internal risk ratings), and by year of origination (vintage year) as of the dates indicated:

Revolving
Converted
Amortized Cost Basis (1) · Term Loans by Origination Year · Revolving · to Term
September 30, 202420242023202220212020PriorLoansLoansTotal
(In thousands)
Real Estate Mortgage:
Commercial
Internal risk rating:
1-2 High pass$1,702$—$28,984$27,455$11,507$91,870$1$—$161,519
3-4.5 Pass107,554168,787815,924703,752478,9591,437,57555,40732,3223,800,280
5 Special mention—1,325103,78511,8044,331217,510804—339,559
6-8 Classified—1,81212,67368,31417,212156,570——256,581
Total$109,256$171,924$961,366$811,325$512,009$1,903,525$56,212$32,322$4,557,939
Current YTD period:
Gross charge-offs$—$—$175$10,030$9,714$1,375$—$—$21,294
Real Estate Mortgage:
Multi-family
Internal risk rating:
1-2 High pass$—$—$51,103$223,538$79,409$138,645$—$—$492,695
3-4.5 Pass71,99385,4492,168,3651,145,375492,9341,294,27811,57148,0005,317,965
5 Special mention—————46,332——46,332
6-8 Classified——40,01917,25411,79583,220——152,288
Total$71,993$85,449$2,259,487$1,386,167$584,138$1,562,475$11,571$48,000$6,009,280
Current YTD period:
Gross charge-offs$—$—$—$—$—$—$—$—$—
Real Estate Mortgage:
Other residential
Internal risk rating:
1-2 High pass$—$—$—$—$—$—$4,014$—$4,014
3-4.5 Pass—4,582317,4802,276,93840,06219,37436,733892,695,258
5 Special mention—5909,8574,049—279——14,775
6-8 Classified—4,06829,38517,669—1,671347—53,140
Total$—$9,240$356,722$2,298,656$40,062$21,324$41,094$89$2,767,187
Current YTD period:
Gross charge-offs$—$3,355$25,538$6,394$350$67$—$—$35,704
Revolving
Converted
Amortized Cost Basis (1) · Term Loans by Origination Year · Revolving · to Term
September 30, 202420242023202220212020PriorLoansLoansTotal
(In thousands)
Real Estate Construction
and Land: Commercial
Internal risk rating:
1-2 High pass$—$—$—$—$—$—$—$—$—
3-4.5 Pass20,37136,461457,681123,97752,44610,72724,044—725,707
5 Special mention———111,195————111,195
6-8 Classified—————————
Total$20,371$36,461$457,681$235,172$52,446$10,727$24,044$—$836,902
Current YTD period:
Gross charge-offs$—$—$—$—$—$—$—$—$—
Real Estate Construction
and Land: Residential
Internal risk rating:
1-2 High pass$—$—$—$—$—$—$—$—$—
3-4.5 Pass89,504159,4891,433,928597,557237,151—101,714—2,619,343
5 Special mention———3,164————3,164
6-8 Classified—————————
Total$89,504$159,489$1,433,928$600,721$237,151$—$101,714$—$2,622,507
Current YTD period:
Gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial: Asset-Based
Internal risk rating:
1-2 High pass$32,730$39,510$207,755$228,132$17,496$267,152$178,231$—$971,006
3-4.5 Pass70,69491,341183,24573,49610,46768,513575,36654,2961,127,418
5 Special mention—1985,670———5,288—11,156
6-8 Classified——————5,731—5,731
Total$103,424$131,049$396,670$301,628$27,963$335,665$764,616$54,296$2,115,311
Current YTD period:
Gross charge-offs$—$—$—$—$92$—$—$—$92
Commercial: Venture
Capital
Internal risk rating:
1-2 High pass$(56)$(82)$(2)$—$1,998$—$155,156$23,691$180,705
3-4.5 Pass58,318122,61464,85689,9104,32518,601550,66078,497987,781
5 Special mention—34,00319,92615,647——69,3346,531145,441
6-8 Classified——13,99419,957——5,748—39,699
Total$58,262$156,535$98,774$125,514$6,323$18,601$780,898$108,719$1,353,626
Current YTD period:
Gross charge-offs$—$2,272$—$—$—$2$140$—$2,414
Revolving
Converted
Amortized Cost Basis (1) · Term Loans by Origination Year · Revolving · to Term
September 30, 202420242023202220212020PriorLoansLoansTotal
(In thousands)
Commercial: Other
Commercial
Internal risk rating:
1-2 High pass$230$715$3,831$4,028$50$1,271$72,074$—$82,199
3-4.5 Pass53,58483,370144,198207,35643,073166,7081,981,85030,3282,710,467
5 Special mention—11,2884971,8907103,50214,36210932,358
6-8 Classified——3,1603,1281,3229,5857,57174525,511
Total$53,814$95,373$151,686$216,402$45,155$181,066$2,075,857$31,182$2,850,535
Current YTD period:
Gross charge-offs$—$—$565$453$—$747$1,157$387$3,309
Consumer
Internal risk rating:
1-2 High pass$—$—$22$17$2$—$1,623$—$1,664
3-4.5 Pass23,64820,94861,226183,59220,25088,5535,804256404,277
5 Special mention——2,1654,3101131,320——7,908
6-8 Classified——5516353358—12641
Total$23,648$20,948$63,468$188,082$20,418$90,231$7,427$268$414,490
Current YTD period:
Gross charge-offs$—$199$603$2,197$332$1,102$1$—$4,434
Total Loans and Leases
Internal risk rating:
1-2 High pass$34,606$40,143$291,693$483,170$110,462$498,938$411,099$23,691$1,893,802
3-4.5 Pass495,666773,0415,646,9035,401,9531,379,6673,104,3293,343,149243,78820,388,496
5 Special mention—47,404141,900152,0595,154268,94389,7886,640711,888
6-8 Classified—5,88099,286126,48530,382251,40419,397757533,591
Total$530,272$866,468$6,179,782$6,163,667$1,525,665$4,123,614$3,863,433$274,876$23,527,777
Current YTD period:
Gross charge-offs$—$5,826$26,881$19,074$10,488$3,293$1,298$387$67,247
Revolving
Converted
Amortized Cost Basis (1) · Term Loans by Origination Year · Revolving · to Term
December 31, 202320232022202120202019PriorLoansLoansTotal
(In thousands)
Real Estate Mortgage:
Commercial
Internal risk rating:
1-3 High pass$—$16,976$17,432$16,832$17,337$69,205$1$—$137,783
4-6 Pass182,236933,294814,564510,952298,9851,765,45476,86610,9374,593,288
7 Special mention—14,02132,23525,48517,147129,5491,250—219,687
8-9 Classified749—26,17243917,06329,5661,750—75,739
Total$182,985$964,291$890,403$553,708$350,532$1,993,774$79,867$10,937$5,026,497
Current YTD period:
Gross charge-offs$34$—$—$—$76$14,185$—$—$14,295
Real Estate Mortgage:
Multi-family
Internal risk rating:
1-3 High pass$—$28,155$140,424$58,959$57,988$109,423$—$—$394,949
4-6 Pass66,1432,221,2351,193,052539,660564,420794,59967,811—5,446,920
7 Special mention—2,61017,78412,20139,80835,953——108,356
8-9 Classified——17,2838,57626,54322,552——74,954
Total$66,143$2,252,000$1,368,543$619,396$688,759$962,527$67,811$—$6,025,179
Current YTD period:
Gross charge-offs$—$—$—$—$—$—$—$—$—
Real Estate Mortgage:
Other residential
Internal risk rating:
1-3 High pass$—$—$—$—$—$—$6,769$—$6,769
4-6 Pass188,5611,824,2532,812,29365,230—19,51851,246874,961,188
7 Special mention—46,2637,568———366—54,197
8-9 Classified3,84718,26312,9081,223—1,764658538,155
Total$192,408$1,888,779$2,832,769$66,453$—$21,282$58,446$172$5,060,309
Current YTD period:
Gross charge-offs$3,402$23,544$5,385$740$—$4$—$—$33,075
Revolving
Converted
Amortized Cost Basis (1) · Term Loans by Origination Year · Revolving · to Term
December 31, 202320232022202120202019PriorLoansLoansTotal
(In thousands)
Real Estate Construction
and Land: Commercial
Internal risk rating:
1-3 High pass$—$—$—$—$—$—$—$—$—
4-6 Pass23,916388,165214,30368,83316,78127,17520,412—759,585
7 Special mention—————————
8-9 Classified—————————
Total$23,916$388,165$214,303$68,833$16,781$27,175$20,412$—$759,585
Current YTD period:
Gross charge-offs$—$—$—$—$—$—$—$—$—
Real Estate Construction
and Land: Residential
Internal risk rating:
1-3 High pass$—$—$—$—$—$—$—$—$—
4-6 Pass64,3411,185,297668,083336,636—26,896115,674—2,396,927
7 Special mention——2,757—————2,757
8-9 Classified—————————
Total$64,341$1,185,297$670,840$336,636$—$26,896$115,674$—$2,399,684
Current YTD period:
Gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial: Asset-Based
Internal risk rating:
1-3 High pass$32,485$237,936$223,088$39,380$119,364$254,638$89,667$—$996,558
4-6 Pass122,064238,206132,44917,8237,44725,945630,0731,4531,175,460
7 Special mention—101———112,3941012,506
8-9 Classified———701—3403,520—4,561
Total$154,549$476,243$355,537$57,904$126,811$280,924$735,654$1,463$2,189,085
Current YTD period:
Gross charge-offs$—$—$—$60$—$—$—$150$210
Commercial: Venture
Capital
Internal risk rating:
1-3 High pass$(84)$(7)$—$1,998$—$(3)$136,339$(140)$138,103
4-6 Pass101,038128,485113,1836,4736,216622770,94174,8631,201,821
7 Special mention17,48110,98431,928—19,986—13,2604,99498,633
8-9 Classified——7,808———(3)—7,805
Total$118,435$139,462$152,919$8,471$26,202$619$920,537$79,717$1,446,362
Current YTD period:
Gross charge-offs$—$2,245$2,759$—$—$—$9$—$5,013
Revolving
Converted
Amortized Cost Basis (1) · Term Loans by Origination Year · Revolving · to Term
December 31, 202320232022202120202019PriorLoansLoansTotal
(In thousands)
Commercial: Other
Commercial
Internal risk rating:
1-3 High pass$815$4,350$5,216$130$29$2,148$66,827$—$79,515
4-6 Pass98,643201,215285,24950,58239,951158,8101,176,9462,9212,014,317
7 Special mention1,7481,3064425545405,071254699,984
8-9 Classified—9124,0111,7061,29913,7683,2571,09126,044
Total$101,206$207,783$294,918$52,972$41,819$179,797$1,247,284$4,081$2,129,860
Current YTD period:
Gross charge-offs$—$6,867$24$—$28$75$1,013$431$8,438
Consumer
Internal risk rating:
1-3 High pass$—$27$22$4$—$—$1,304$—$1,357
4-6 Pass26,46871,523207,75123,39042,33863,9197,684345443,418
7 Special mention—1,2864,2243711,10018130—7,192
8-9 Classified—281421351984861161,159
Total$26,468$73,117$212,039$23,900$43,636$64,586$9,019$361$453,126
Current YTD period:
Gross charge-offs$—$432$540$76$255$1,081$1$12$2,397
Total Loans and Leases
Internal risk rating:
1-3 High pass$33,216$287,437$386,182$117,303$194,718$435,411$300,907$(140)$1,755,034
4-6 Pass873,4107,191,6736,440,9271,619,579976,1382,882,9382,917,65390,60622,992,924
7 Special mention19,22976,57196,93838,61178,581170,75527,5545,073513,312
8-9 Classified4,59619,45668,22412,78045,10368,4768,5901,192228,417
Total$930,451$7,575,137$6,992,271$1,788,273$1,294,540$3,557,580$3,254,704$96,731$25,489,687
Current YTD period:
Gross charge-offs$3,436$33,088$8,708$876$359$15,345$1,023$593$63,428

On January 1, 2023, the Company adopted ASU 2022-02, "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" ("ASU 2022-02"), which eliminated the accounting guidance for troubled debt restructurings while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis.

The following table presents our loan modifications made to borrowers experiencing financial difficulty by type of modification for the period indicated with related amortized cost balances as of the date indicated:

Three Months Ended September 30, 2024
Loan Modifications
Balances (Amortized Cost Basis) at
September 30, 2024
Combination - Term
Extension and · Total Loan
Term Extension · Payment Delay · Payment Delay · Modifications
% of · % of · % of · % of
Loan · Loan · Loan · Loan
PortfolioPortfolioPortfolioPortfolio
BalanceClassBalanceClassBalanceClassBalanceClass
(Dollars in thousands)
Real estate mortgage:
Commercial$93,5512.1%$45,9571.0%$——%$139,5083.1%
Other residential1,5280.1%——%——%1,5280.1%
Commercial:
Asset-based2,1950.1%——%——%2,1950.1%
Venture capital——%——%13,1561.0%13,1561.0%
Other commercial2,1410.1%——%——%2,1410.1%
Total$99,415$45,957$13,156$158,528
Nine Months Ended September 30, 2024
Loan Modifications
Balances (Amortized Cost Basis) at
September 30, 2024
Combination - Term · Combination - Term
Extension and · Extension and · Total Loan
Term Extension · Payment Delay · Principal Forgiveness · Payment Delay · Modifications
% of · % of · % of · % of · % of
Loan · Loan · Loan · Loan · Loan
PortfolioPortfolioPortfolioPortfolioPortfolio
BalanceClassBalanceClassBalanceClassBalanceClassBalanceClass
(Dollars in thousands)
Real estate mortgage:
Commercial$94,6902.1%$60,1171.3%$13,5000.3%$——%$168,3073.7%
Other residential5,0920.2%——%——%——%5,0920.2%
Commercial:
Asset-based2,1950.1%——%——%——%2,1950.1%
Venture capital——%——%——%13,1561.0%13,1561.0%
Other commercial2,3860.1%——%——%45—%2,4310.1%
Consumer11—%——%——%——%11—%
Total$104,374$60,117$13,500$13,201$191,192
Three Months Ended September 30, 2023
Loan Modifications
Balances (Amortized Cost Basis) at
September 30, 2023
Combination - Term
Extension and
Interest Rate · Total Loan
Term Extension · Payment Delay · Reduction · Modifications
% of · % of · % of · % of
Loan · Loan · Loan · Loan
PortfolioPortfolioPortfolioPortfolio
BalanceClassBalanceClassBalanceClassBalanceClass
(Dollars in thousands)
Real estate mortgage:
Other residential$4,0010.1%——%——%$4,0010.1%
Commercial:
Other commercial1,5080.2%41—%6—%1,5550.2%
Total$5,509$41$6$5,556
Nine Months Ended September 30, 2023
Loan Modifications
Balances (Amortized Cost Basis) at
September 30, 2023
Combination - Term
Extension and
Interest Rate · Total Loan
Term Extension · Payment Delay · Reduction · Modifications
% of · % of · % of · % of
Loan · Loan · Loan · Loan
PortfolioPortfolioPortfolioPortfolio
BalanceClassBalanceClassBalanceClassBalanceClass
(Dollars in thousands)
Real estate mortgage:
Other residential$15,3110.3%$——%$——%$15,3110.3%
Commercial:
Other commercial2,5560.3%41—%6—%2,6030.3%
Consumer15—%——%2—%17—%
Total$17,882$41$8$17,931

The following tables present the financial effect of our loan modifications made to borrowers experiencing financial difficulty by type of modification for the period indicated:

Three Months Ended September 30, 2024
Term Extension - Financial Effect
Real estate mortgage:
CommercialExtended maturity by a weighted average 15 months.
Other residentialExtended maturity by a weighted average 8 months.
Commercial:
Asset-basedExtended maturity by a weighted average 4 months.
Other commercialExtended maturity by a weighted average 14 months.
Three Months Ended September 30, 2024
Payment Delay - Financial Effect
Real estate mortgage:
CommercialDeferred partial payments for 24 months.
Three Months Ended September 30, 2024
Combination - Term Extension and Payment Delay - Financial Effect
Commercial:
Venture capitalExtended maturity by a weighted average 3 months and granted 3 months of partial payment deferrals.
Nine Months Ended September 30, 2024
Term Extension - Financial Effect
Real estate mortgage:
CommercialExtended maturity by a weighted average 15 months.
Other residentialExtended maturity by a weighted average 10 months.
Commercial:
Asset-basedExtended maturity by a weighted average 4 months.
Other commercialExtended maturity by a weighted average 15 months.
ConsumerExtended maturity by a weighted average 12 months.
Nine Months Ended September 30, 2024
Payment Delay - Financial Effect
Real estate mortgage:
CommercialDeferred partial payments for up to 20 months.
Nine Months Ended September 30, 2024
Combination - Term Extension and Principal Forgiveness - Financial Effect
Real estate mortgage:
CommercialExtended maturity by a weighted average 3 years and granted principal forgiveness totaling $4.0 million.
Nine Months Ended September 30, 2024
Combination - Term Extension and Payment Delay - Financial Effect
Commercial:
Venture capitalExtended maturity by a weighted average 3 months and granted 3 months of partial payment deferrals.
Other commercialExtended maturity by a weighted average 10 years and granted 4 months of partial payment deferrals.
Three Months Ended September 30, 2023
Term Extension - Financial Effect
Real estate mortgage:
Other residentialExtended maturity by a weighted average 8 months.
Commercial:
Other commercialExtended maturity by a weighted average 17 months.
Three Months Ended September 30, 2023
Payment Delay - Financial Effect
Commercial:
Other commercialProvided 18 months of reduced payments to borrowers without extending the loan term.
Three Months Ended September 30, 2023
Combination - Term Extension and Interest Rate Reduction– Financial Effect
ConsumerExtended maturity by a weighted average 3 years and reduced weighted average contractual interest rate from 11.75% to 7.50%.
Nine Months Ended September 30, 2023
Term Extension - Financial Effect
Real estate mortgage:
Other residentialExtended maturity by a weighted average 10 months.
Commercial:
Other commercialExtended maturity by a weighted average 22 months.
ConsumerExtended maturity by a weighted average 12 months.
Nine Months Ended September 30, 2023
Payment Delay - Financial Effect
Commercial:
Other commercialProvided 18 months of reduced payments to borrowers without extending the loan term.
Nine Months Ended September 30, 2023
Combination - Term Extension and Interest Rate Reduction– Financial Effect
Commercial:
Other commercialExtended maturity by a weighted average 3 years and reduced weighted average contractual interest rate from 11.75% to 7.50%.
ConsumerExtended maturity by a weighted average 2 years and reduced weighted average contractual interest rate from 9.5% to 2.0%.

The following table presents the payment status of loans that were modified during the preceding 12-month period, with related amortized cost balances as of the date indicated:

Payment Status (Amortized Cost Basis) at
September 30, 2024
30-89 Days · 90 or More Days
CurrentPast DuePast DueTotal
(In thousands)
Real estate mortgage:
Commercial$154,206$14,160$—$168,366
Other residential3,112913,9867,189
Commercial:
Asset-based2,195——2,195
Venture capital13,156——13,156
Other commercial6723,161—3,833
Consumer11——11
Total$173,352$17,412$3,986$194,750

The following table presents the payment status of loans that were modified during the nine months ended September 30, 2023, subsequent to the adoption of ASU 2022-02 on January 1, 2023, with related amortized cost balances as of the date indicated:

Payment Status (Amortized Cost Basis) at
September 30, 2023
30-89 Days · 90 or More Days
CurrentPast DuePast DueTotal
(In thousands)
Real estate mortgage:
Other residential$6,225$7,662$1,424$15,311
Commercial:
Other commercial2,5994—2,603
Consumer17——17
Total$8,841$7,666$1,424$17,931

The following table presents information on loans that defaulted during the periods indicated, which had been modified during the preceding 12-month period, with related amortized cost balances as of the date indicated:

Three Months Ended September 30, 2024 · Nine Months Ended September 30, 2024
Modified Loans That · Modified Loans That
Subsequently Defaulted · Subsequently Defaulted
Amortized Cost Basis at · Amortized Cost Basis at
September 30, 2024September 30, 2024
Term ExtensionPayment DelayTotalTerm ExtensionPayment DelayTotal
(In thousands)
Real estate mortgage:
Commercial$—$14,160$14,160$—$14,160$14,160
Other residential556—5564,077—4,077
Total$556$14,160$14,716$4,077$14,160$18,237

The following table presents information on loans that defaulted during the periods indicated, which had been modified during the nine months ended September 30, 2023, subsequent to the adoption of ASU 2022-02 on January 1, 2023, with related amortized cost balances as of the date indicated:

Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
Modified Loans ThatModified Loans That
Subsequently DefaultedSubsequently Defaulted
Amortized Cost Basis atAmortized Cost Basis at
September 30, 2024September 30, 2024
Term ExtensionTerm Extension
(In thousands)
Real estate mortgage:
Other residential$8,700$9,100
Commercial:
Other commercial44
Total$8,704$9,104

Leases Receivable

We provide equipment financing to our customers primarily with operating and direct financing leases. For direct financing leases, lease receivables are recorded on the balance sheet but the leased equipment is not, although we generally retain legal title to the leased equipment until the end of each lease. Direct financing leases are stated at the net amount of minimum lease payments receivable, plus any unguaranteed residual value, less the amount of unearned income and net acquisition discount at the reporting date. Direct lease origination costs are amortized using the effective interest method over the life of the leases. Direct financing leases are subject to our accounting for allowance for loan and lease losses. See Note 8. Leases for information regarding operating leases where we are the lessor.

The following table provides the components of leases receivable income for the periods indicated:

Three Months Ended · Nine Months Ended
September 30,September 30,
2024202320242023
(In thousands)
Component of leases receivable income:
Interest income on net investments in leases$4,711$4,319$14,323$12,186

The following table presents the components of leases receivable as of the dates indicated:

September 30, 2024December 31, 2023
(In thousands)
Net Investment in Direct Financing Leases:
Lease payments receivable$223,181$249,223
Unguaranteed residual assets23,81625,488
Deferred costs and other2,1942,715
Aggregate net investment in leases$249,191$277,426

The following table presents maturities of leases receivable as of the date indicated:

September 30, 2024
(In thousands)
Period ending December 31,
2024$20,341
202578,813
202661,079
202740,526
202823,552
Thereafter25,400
Total undiscounted cash flows249,711
Less: Unearned income(26,530)
Present value of lease payments$223,181

Allowance for Loan and Lease Losses

The following tables present a summary of the activity in the allowance for loan and lease losses on loans and leases held for investment by loan portfolio segment for the periods indicated:

Three Months Ended September 30, 2024
Real Estate
Real Estate · Construction
Mortgageand LandCommercialConsumerTotal
(In thousands)
Allowance for Loan and Lease Losses:
Balance, beginning of period$155,260$25,281$51,194$16,027$247,762
Charge-offs(640)—(1,963)(1,560)(4,163)
Recoveries216—1,2532771,746
Net charge-offs(424)—(710)(1,283)(2,417)
Provision9,798(11,943)10,3877589,000
Balance, end of period$164,634$13,338$60,871$15,502$254,345
Nine Months Ended September 30, 2024
Real Estate
Real Estate · Construction
Mortgageand LandCommercialConsumerTotal
(In thousands)
Allowance for Loan and Lease Losses:
Balance, beginning of period$186,827$33,830$45,156$15,874$281,687
Charge-offs(56,998)—(5,815)(4,434)(67,247)
Recoveries2,536—4,9564137,905
Net charge-offs(54,462)—(859)(4,021)(59,342)
Provision32,269(20,492)16,5743,64932,000
Balance, end of period$164,634$13,338$60,871$15,502$254,345
Ending Allowance by
Evaluation Methodology:
Individually evaluated$—$—$8,196$—$8,196
Collectively evaluated$164,634$13,338$52,675$15,502$246,149
Ending Loans and Leases by
Evaluation Methodology:
Individually evaluated$129,829$—$36,527$—$166,356
Collectively evaluated13,204,5773,459,4096,282,945414,49023,361,421
Ending balance$13,334,406$3,459,409$6,319,472$414,490$23,527,777
Three Months Ended September 30, 2023
Real Estate
Real Estate · Construction
Mortgageand LandCommercialConsumerTotal
(In thousands)
Allowance for Loan and Lease Losses:
Balance, beginning of period$132,808$39,679$37,221$9,526$219,234
Charge-offs(5,757)—(335)(603)(6,695)
Recoveries535—1,199241,758
Net charge-offs(5,222)—864(579)(4,937)
Provision8,944686(1,411)(219)8,000
Balance, end of period$136,530$40,365$36,674$8,728$222,297
Nine Months Ended September 30, 2023
Real Estate
Real Estate · Construction
Mortgageand LandCommercialConsumerTotal
(In thousands)
Allowance for Loan and Lease Losses:
Balance, beginning of period$87,309$52,320$52,849$8,254$200,732
Charge-offs(39,467)—(7,819)(1,514)(48,800)
Recoveries797—2,9161523,865
Net charge-offs(38,670)—(4,903)(1,362)(44,935)
Provision87,891(11,955)(11,272)1,83666,500
Balance, end of period$136,530$40,365$36,674$8,728$222,297
Ending Allowance by
Evaluation Methodology:
Individually evaluated$—$—$497$—$497
Collectively evaluated$136,530$40,365$36,177$8,728$221,800
Ending Loans and Leases by
Evaluation Methodology:
Individually evaluated$120,491$—$4,723$—$125,214
Collectively evaluated13,914,0002,737,5374,749,707394,48821,795,732
Ending balance$14,034,491$2,737,537$4,754,430$394,488$21,920,946

The allowance for loan and lease losses increased by $6.6 million in the third quarter of 2024 to $254.3 million due primarily to a $9.0 million provision, offset by net charge-offs of $2.4 million. For additional information regarding the calculation of the allowance for loan and lease losses using the CECL methodology, including discussion of forecasts used to estimate the allowance, please see Note 1(j). Nature of Operations and Summary of Significant Accounting Policies - Allowance for Credit Losses on Loans and Leases Held for Investmentof the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data" of the Form 10-K.

A loan is considered collateral-dependent, and is individually evaluated for reserve purposes, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The following table summarizes collateral-dependent loans held for investment by collateral type as of the following dates:

September 30, 2024 · December 31, 2023
Real · Business · Real · Business
PropertyAssetsTotalPropertyAssetsTotal
(In thousands)
Real estate mortgage$129,424$—$129,424$47,952$—$47,952
Commercial—11,30311,303—3,6163,616
Total$129,424$11,303$140,727$47,952$3,616$51,568

Allowance for Credit Losses

The allowance for credit losses is the combination of the allowance for loan and lease losses and the reserve for unfunded loan commitments. The reserve for unfunded loan commitments is included within "Accrued interest payable and other liabilities" on the condensed consolidated balance sheets.

The following tables present a summary of the activity in the allowance for loan and lease losses and reserve for unfunded loan commitments for the periods indicated:

Three Months Ended
September 30, 2024
Allowance forReserve forTotal
Loan andUnfunded LoanAllowance for
Lease LossesCommitmentsCredit Losses
(In thousands)
Balance, beginning of period$247,762$27,571$275,333
Charge-offs(4,163)—(4,163)
Recoveries1,746—1,746
Net charge-offs(2,417)—(2,417)
Provision9,000—9,000
Balance, end of period$254,345$27,571$281,916
Nine Months Ended
September 30, 2024
Allowance forReserve forTotal
Loan andUnfunded LoanAllowance for
Lease LossesCommitmentsCredit Losses
(In thousands)
Balance, beginning of period$281,687$29,571$311,258
Charge-offs(67,247)—(67,247)
Recoveries7,905—7,905
Net charge-offs(59,342)—(59,342)
Provision32,000(2,000)30,000
Balance, end of period$254,345$27,571$281,916
Three Months Ended
September 30, 2023
Allowance forReserve forTotal
Loan andUnfunded LoanAllowance for
Lease LossesCommitmentsCredit Losses
(In thousands)
Balance, beginning of period$219,234$37,571$256,805
Charge-offs(6,695)—(6,695)
Recoveries1,758—1,758
Net charge-offs(4,937)—(4,937)
Provision8,000(8,000)—
Balance, end of period$222,297$29,571$251,868
Nine Months Ended
September 30, 2023
Allowance forReserve forTotal
Loan andUnfunded LoanAllowance for
Lease LossesCommitmentsCredit Losses
(In thousands)
Balance, beginning of period$200,732$91,071$291,803
Charge-offs(48,800)—(48,800)
Recoveries3,865—3,865
Net charge-offs(44,935)—(44,935)
Provision66,500(61,500)5,000
Balance, end of period$222,297$29,571$251,868

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill and other intangible assets arise from the acquisition method of accounting for business combinations. Goodwill and other intangible assets generated from business combinations and deemed to have indefinite lives are not subject to amortization and instead are tested for impairment annually at the reporting unit level unless a triggering event occurs thereby requiring an updated assessment. Our regular annual impairment assessment occurs in the fourth quarter. Goodwill represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. Impairment exists when the carrying value of the goodwill exceeds the fair value of the reporting unit. An impairment loss would be recognized in an amount equal to that excess as a charge to "Noninterest expense" in the condensed consolidated statements of earnings (loss). During the nine months ended September 30, 2024, the Company recorded adjustments related to the Merger resulting in an increase to goodwill of $18.1 million, within the one-year measurement period subsequent to the acquisition date of November 30, 2023. These adjustments largely relate to the estimated fair value of acquired loans.

The following table presents the changes in the carrying amount of goodwill for the years indicated:

Goodwill
(In thousands)
Balance, December 31, 2023$198,627
Purchase accounting adjustments18,143
Balance, September 30, 2024$216,770

Our other intangible assets with definite lives are CDI and CRI. CDI and CRI are amortized on an accelerated basis over their respective estimated useful lives and reviewed for impairment at least quarterly. The amortization expense represents the estimated decline in the value of the underlying deposits or customer relationships acquired.

The following table presents the changes in CDI and CRI and the related accumulated amortization for the periods indicated:

Three Months Ended · Nine Months Ended
September 30,September 30,
2024202320242023
(In thousands)
Gross Amount of CDI and CRI:
Balance, beginning of period$236,264$90,800$236,264$91,550
Fully amortized portion———(750)
Balance, end of period236,26490,800236,26490,800
Accumulated Amortization:
Balance, beginning of period(87,370)(64,219)(70,787)(60,169)
Amortization expense(8,332)(2,389)(24,915)(7,189)
Fully amortized portion———750
Balance, end of period(95,702)(66,608)(95,702)(66,608)
Net CDI and CRI, end of period$140,562$24,192$140,562$24,192

The following table presents the estimated aggregate future amortization expense for our current CDI and CRI as of the date indicated:

September 30, 2024
(In thousands)
Period ending December 31,
2024$7,618
202527,657
202624,412
202721,166
202817,920
Thereafter41,789
Net CDI and CRI$140,562

NOTE 7. OTHER ASSETS

The following table presents the detail of our other assets as of the dates indicated:

September 30,December 31,
Other Assets20242023
(In thousands)
LIHTC investments$310,672$347,478
Interest receivable129,001138,522
SBIC investments108,591105,433
Operating lease ROU assets, net (1)104,173133,126
Equity investments without readily determinable fair values72,45271,332
Prepaid expenses37,64043,498
Taxes receivable26,30734,268
HLBV investments17,21718,442
Foreclosed assets, net8,6617,394
Equity warrants3,2973,689
Equity investments with readily determinable fair values11
Other receivables/assets146,042228,066
Total other assets$964,054$1,131,249

(1)See Note 8. Leases for further details regarding the operating lease ROU assets.

NOTE 8. LEASES

Operating Leases as a Lessee

Our lease expense is a component of "Occupancy expense" on our condensed consolidated statements of earnings (loss). The following table presents the components of lease expense for the periods indicated:

Three Months Ended · Nine Months Ended
September 30,September 30,
2024202320242023
(In thousands)
Operating lease expense:
Fixed costs$7,689$8,580$26,051$24,749
Variable costs299115447180
Short-term lease costs267148407770
Sublease income(1,129)(273)(3,646)(1,518)
Net lease expense$7,126$8,570$23,259$24,181

The following table presents supplemental cash flow information related to leases for the periods indicated:

Nine Months Ended
September 30,
20242023
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$28,689$27,609
ROU assets obtained in exchange for lease obligations:
Operating leases$3,437$20,909

The following table presents supplemental balance sheet and other information related to operating leases as of the dates indicated:

September 30,December 31,
20242023
(Dollars in thousands)
Operating leases:
Operating lease right-of-use assets, net$104,173$133,126
Operating lease liabilities$132,802$161,308
Weighted average remaining lease term (in years)6.06.1
Weighted average discount rate3.50%3.40%

The following table presents the maturities of operating lease liabilities as of the date indicated:

September 30, 2024
(In thousands)
Period ending December 31,
2024$8,779
202532,475
202628,073
202720,676
202816,531
Thereafter41,606
Total operating lease liabilities148,140
Less: Imputed interest(15,338)
Present value of operating lease liabilities$132,802

Operating Leases as a Lessor

We provide equipment financing to our customers through operating leases where we facilitate the purchase of equipment leased to our customers. The equipment is shown on the condensed consolidated balance sheets as "Equipment leased to others under operating leases" and is depreciated to its estimated residual value at the end of the lease term, shown as "Leased equipment depreciation" in the condensed consolidated statements of earnings (loss), according to our fixed asset accounting policy. We receive periodic rental income payments under the leases, which are recorded as "Noninterest Income" in the condensed consolidated statements of earnings (loss). The equipment is tested periodically for impairment. No impairment was recorded on "Equipment leased to others under operating leases" during the nine months ended September 30, 2024 and 2023.

The following table presents the rental payments to be received on operating leases as of the date indicated:

September 30, 2024
(In thousands)
Year Ending December 31,
2024$9,752
202540,332
202636,111
202729,145
202825,020
Thereafter68,751
Total undiscounted cash flows$209,111

NOTE 9. BORROWINGS AND SUBORDINATED DEBT

Borrowings

The following table summarizes our borrowings as of the dates indicated:

September 30, 2024 · December 31, 2023
Weighted · Weighted
AverageAverage
BalanceRateBalanceRate
(Dollars in thousands)
FHLB secured advances$1,100,0003.93%$——%
FRB secured discount window advance200,0005.00%——%
Senior Notes174,0005.25%174,0005.25%
Credit-linked notes119,62416.05%123,11616.02%
Bank Term Funding Program——%2,618,3004.37%
Total borrowings1,593,6245.12%2,915,4164.92%
Acquisition discount on senior notes(1,791)(4,094)
Total borrowings, net (1)$1,591,833$2,911,322

(1) All borrowings were held at the Bank level with the exception of the 5.25% Senior Notes due April 2025 ("Senior Notes"), which were issued at the holding company level.

The Bank has established secured and unsecured lines of credit under which it may borrow funds from time to time on a term or overnight basis from the FHLB, the FRBSF, and other financial institutions.

FHLB Secured Line of Credit. The Bank had secured financing capacity with the FHLB as of September 30, 2024 of $6.6 billion, collateralized by a blanket lien on $10.5 billion of qualifying loans and $20.9 million of securities. As of September 30, 2024, there were $471.6 million in letters of credit pledged and $1.1 billion outstanding. As of December 31, 2023, there were $243.8 million in letters of credit pledged andno balance outstanding.

The following table presents the interest rates and maturity dates of FHLB secured advances as of the date indicated:

September 30, 2024
Maturity
BalanceRateDate
(Dollars in thousands)
Term advance$150,0004.59%6/26/2026
Term advance150,0004.63%5/28/2027
Term advance150,0004.63%6/3/2027
Term advance150,0004.39%6/3/2027
Callable term advance500,0003.18%9/18/2034
Total FHLB secured advances$1,100,0003.93%

FRBSF Secured Line of Credit. The Bank has a secured line of credit with the FRBSF. As of September 30, 2024, the Bank had secured borrowing capacity of $6.9 billion collateralized by liens covering $6.7 billion of qualifying loans and $1.8 billion of securities. As of September 30, 2024, the balance outstanding was $200.0 million, which was subsequently paid off on the maturity date of October 3, 2024. As of December 31, 2023, there wasno balance outstanding.

Senior Notes. The Senior Notes are unsecured debt obligations and rank equally with our other present and future unsecured unsubordinated obligations. We make interest payments on the Senior Notes semi-annually in arrears. We have the option to redeem the Senior Notes either in whole or in part on or after January 15, 2025 (i.e., 90 days prior to the maturity date of April 15, 2025). Notification of no less than 30 nor more than 60 days is required for redemption. The Senior Notes will be redeemable at a price equal to 100% of the principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest to the date of redemption.

Credit-Linked Notes. The notes were issued in five classes, each with an interest rate of SOFR plus a spread that ranges from 8.00% to 13.25%, with a weighted average spread of 10.72% at September 30, 2024. The notes are linked to the credit risk of an approximately $2.38 billion reference pool of previously purchased single-family residential mortgage loans at September 30, 2024. The notes are due June 27, 2052. Principal payments on the notes are based only on principal that is actually collected on these loans. The notes are reported at fair value of $119.6 million at September 30, 2024. See Note 12. Fair Value Option for additional information.

FRBSF Bank Term Funding Program. In March of 2023, the Bank participated in the FRBSF Bank Term Funding Program. As of September 30, 2024, the wasno balance outstanding. As of December 31, 2023, the balance outstanding was $2.6 billion consisting of two term advances that matured in March 2024.

Federal Funds Arrangements with Commercial Banks. As of September 30, 2024, the Bank had unsecured lines of credit of $290.0 million in the aggregate with several correspondent banks for the purchase of overnight funds, subject to availability of funds. These lines are renewable annually and haveno unused commitment fees. As of September 30, 2024 and December 31, 2023, there wereno balances outstanding. The Bank is a member of the AFX, through which it may either borrow or lend funds on an overnight or short-term basis with a group of pre-approved commercial banks. The availability of funds changes daily. As of September 30, 2024 and December 31, 2023 there wasno balance outstanding.

Subordinated Debt

The following table summarizes the terms of each issuance of subordinated debt outstanding as of the dates indicated:

September 30, 2024 · December 31, 2023 · Date · Maturity · Rate Index
SeriesBalanceRate (1)BalanceRate (1)IssuedDate(Quarterly Reset)
(Dollars in thousands)
Subordinated notes, net (2)(7)$381,0503.25%$380,6513.25%4/30/20215/1/2031Fixed rate (3)
Subordinated notes75,0004.375%75,0004.375%10/30/202010/30/2030Fixed rate (6)
Trust V10,3108.30%10,3108.74%8/15/20039/17/20333-month Term SOFR + 3.10
Trust VI10,3108.26%10,3108.70%9/3/20039/15/20333-month Term SOFR + 3.05
Trust CII5,1558.15%5,1558.59%9/17/20039/17/20333-month Term SOFR + 2.95
Trust VII61,8568.27%61,8568.40%2/5/20044/23/20343-month Term SOFR + 2.75
Trust CIII20,6196.90%20,6197.34%8/15/20059/15/20353-month Term SOFR + 1.69
Trust FCCI16,4956.81%16,4957.25%1/25/20073/15/20373-month Term SOFR + 1.60
Trust FCBI10,3106.76%10,3107.20%9/30/200512/15/20353-month Term SOFR + 1.55
Trust CS 2005-182,4757.16%82,4757.60%11/21/200512/15/20353-month Term SOFR + 1.95
Trust CS 2005-2128,8667.47%128,8667.60%12/14/20051/30/20363-month Term SOFR + 1.95
Trust CS 2006-151,54510.45%51,54510.45%2/22/20064/30/2036Prime + 1.95
Trust CS 2006-251,5507.47%51,5507.60%9/27/200610/30/20363-month Term SOFR + 1.95
Trust CS 2006-3 (4)28,7005.71%28,4536.00%9/29/200610/30/20363-month EURIBOR + 2.05
Trust CS 2006-416,47010.45%16,47010.45%12/5/20061/30/2037Prime + 1.95
Trust CS 2006-56,6507.47%6,6507.60%12/19/20061/30/20373-month Term SOFR + 1.95
Trust CS 2007-239,1777.47%39,1777.60%6/13/20077/30/20373-month Term SOFR + 1.95
PMB Statutory Trust III7,2178.32%7,2179.02%9/16/20029/26/20323-month Term SOFR + 3.40
PMB Capital Trust III10,3107.54%10,3107.66%10/4/200410/8/20343-month Term SOFR + 2.00
Total subordinated debt1,014,0655.82%1,013,4195.93%
Acquisition discount (5)(71,914)(76,820)
Net subordinated debt$942,151$936,599

(1)Rates do not include the effects of discounts and issuance costs.

(2)Net of unamortized issuance costs of $4.0 million.

(3) Interest rate is fixed until May 1, 2026, when it changes to a floating rate and resets quarterly at a benchmark rate plus 252 basis points.

(4)Denomination is in Euros with a value of €25.8 million.

(5)Amount represents the fair value adjustment on trust preferred securities assumed in acquisitions.

(6) Interest rate is fixed until October 30, 2025, when it changes to a floating rate equal to a benchmark rate, which is expected to be 3-month Term SOFR, plus a spread of 419.5 basis points.

(7) Subordinated notes, net issued at the Bank level rather than the holding company level.

NOTE 10. DERIVATIVES

To a limited extent, the Company utilizes interest rate swaps contracts with clients and counterparty banks for the purpose of offsetting or hedging exposures arising out of lending and borrowing transactions. The Company offers borrowers interest rate swaps under a "back-to-back" loan hedging program and offsets these "pay floating/receive fixed" contracts with borrowers with "receive floating/pay fixed" swaps with counterparty banks. The total notional balance of these offsetting hedging contracts was $198.2 million at September 30, 2024. The Company has also hedged the interest rate risk and foreign currency risk on €25.8 million of subordinated debt utilizing a combined cross currency swap/interest rate swap, which has had the effect of hedging the foreign currency risk and fixing the Euribor-based floating rate instrument at a fixed rate of 2.76% through July 2025. The outputs from the Company's NII simulation analysis and EVE modeling reflect the impact of these interest rate/currency swaps, however, the impact is not material. Our derivatives are carried at fair value and recorded in "Other assets" or "Accrued interest payable and other liabilities," as appropriate, in the condensed consolidated balance sheets. For derivatives not designated as hedging instruments, the changes in fair value of our derivatives and the related fees are recognized in "Noninterest income - other" in the condensed consolidated statements of earnings (loss). For the three and nine months ended September 30, 2024, changes in fair value and fees recorded in noninterest income in the condensed consolidated statements of earnings (loss) were immaterial.

Cash flow hedges in the table below included pay-fixed, receive-floating interest rate swap contracts with notional amounts aggregating $300.0 million, five year terms, and varying maturity dates throughout 2028. These swap contracts were entered into with institutional counterparties to hedge against variability in cash flow attributable to interest rate risk on a portion of the Company's borrowings. Also included in cash flow hedges in the table below are pay-fixed, receive-floating interest rate swap contracts with notional amounts aggregating $100.0 million, with forward-starting dates in 2024 and varying maturity dates throughout 2025. These swap contracts were entered into with institutional counterparties to hedge against variability in cash flow attributable to interest rate risk on future issuance of brokered deposits. The cash flow hedges were deemed highly effective at inception and thereafter. For derivatives designated as cash flow hedges, the portion of changes in fair value considered to be highly effective are reported as a component of AOCI on the condensed consolidated balance sheets until the related cash flows from the hedged items are recognized in earnings. As of September 30, 2024, the fair value of the cash flow hedges represented a net liability of $6.9 million, related to which a loss of $6.6 million (net of tax) was included in AOCI. The estimated amount to be reclassified in the next 12 months out of AOCI into earnings is $1.9 million.

The following table presents the U.S. dollar notional amounts and fair values of our derivative instruments included in the condensed consolidated balance sheets as of the dates indicated:

September 30, 2024 · December 31, 2023
Notional · Fair Value · Notional · Fair Value
AmountAssetLiabilityAmountAssetLiability
(In thousands)
Derivatives Designated as Hedging Instruments:
Cash flow hedges$400,000$1,368$8,281$300,000$—$4,090
Derivatives Not Designated as Hedging Instruments:
Interest rate contracts198,2055,0274,973168,8506,4266,331
Foreign exchange contracts36,5351,1707345,7421,883128
Equity warrant assets16,3333,297—17,0083,689—
Total contracts$651,073$10,862$13,327$531,600$11,998$10,549

During the third quarter of 2024, we closed out a portion of our pay-fixed, receive-floating interest rate swap contracts classified as cash flow hedges with notional amounts of $255.0 million. At September 30, 2024, we had a net loss of $0.7 million (net of tax) deferred in AOCI related to closed out cash flow hedges. Amounts deferred in AOCI from closed out cash flow hedges will be amortized into interest expense on a straight-line basis through the original maturity dates of the hedges as long as the hedged forecasted transactions continue to be expected to occur. During the three and nine months ended September 30, 2024, interest expense from the amortization of closed out cash flow hedges totaled $90,000.

For further information regarding our derivatives, see Note 1. Nature of Operations and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data" of the Form 10-K.

NOTE 11. COMMITMENTS AND CONTINGENCIES

The following table presents a summary of commitments described below as of the dates indicated:

September 30,December 31,
20242023
(In thousands)
Loan commitments to extend credit$5,008,449$5,578,907
Standby letters of credit201,317252,572
Total$5,209,766$5,831,479

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the condensed consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of involvement that the Company has in particular classes of financial instruments.

Commitments to extend credit are contractual agreements to lend to our customers when customers are in compliance with their contractual credit agreements and when customers have contractual availability to borrow under such agreements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The estimated exposure to loss from these commitments is included in the reserve for unfunded loan commitments, which amounted to $27.6 million at September 30, 2024 and $29.6 million at December 31, 2023.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. We provide standby letters of credit in conjunction with several of our lending arrangements and property lease obligations. Most guarantees expire within one year from the date of issuance. If a borrower defaults on its commitments subject to any letter of credit issued under these arrangements, we would be required to meet the borrower's financial obligation but would seek repayment of that financial obligation from the borrower. In some cases, borrowers have pledged cash and investment securities as collateral under these arrangements.

In addition, we invest in SBICs that call for capital contributions up to an amount specified in the partnership agreements, and in CRA-related loan pools. As of September 30, 2024 and December 31, 2023, we had commitments to contribute capital to these entities totaling $74.2 million and $94.5 million.

The following table presents the years in which commitments are expected to be paid for our commitments to contribute capital to SBICs and CRA-related loan pools as of the date indicated:

September 30, 2024
(In thousands)
Period ending December 31,
2024$37,114
202537,113
Total$74,227

Legal Matters

In the ordinary course of our business, the Company is party to various legal actions, which we believe are incidental to the operation of our business. The outcome of such legal actions and the timing of ultimate resolution are inherently difficult to predict. In the opinion of management, based upon currently available information, any resulting liability, in addition to amounts already accrued, and taking into consideration insurance which may be applicable, would not have a material adverse effect on the Company’s financial statements or operations. The range of any reasonably possible liabilities is also not significant.

NOTE 12. FAIR VALUE OPTION

The Company may elect to report financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings. The election is made upon the initial recognition of an eligible financial asset, financial liability, or firm commitment or when certain specified reconsideration events occur. The fair value election may not otherwise be revoked once an election is made. The changes in fair value are recorded in "Noninterest income" on the condensed consolidated statements of earnings (loss). However, movements in debt valuation adjustments are reported as a component of "Accumulated other comprehensive loss, net" on the condensed consolidated balance sheets. Debt valuation adjustments represent the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk.

Fair Value Option for Certain Debt Liabilities

The Company has elected the fair value option for the credit-linked notes issued in September 2022. The Company elected the fair value option because these exposures are considered to be structured notes, which are financial instruments that contain embedded derivatives. The notes are linked to the credit risk of an approximately $2.38 billion reference pool of previously purchased single-family residential mortgage loans. The principal balance of the credit-linked notes was $120.6 million at September 30, 2024. The carrying value of the credit-linked notes at September 30, 2024 was the estimated fair value of $119.6 million. For the three and nine months ended September 30, 2024, interest expense on the credit-linked notes totaled $5.0 million and $15.0 million, respectively, and are recorded in "Interest expense - borrowings" on the condensed consolidated statements of earnings (loss).

The following table presents the changes in fair value of the credit-linked notes for which the fair value option has been elected for the periods indicated:

Three Months Ended · Nine Months Ended
September 30,September 30,
Credit-Linked Notes2024202320242023
(In thousands)
Changes in fair value - losses (gains) included in earnings$(4,399)$5,422$(1,624)$3,896
Changes in fair value - other comprehensive (income) loss$1,495$(3,050)$2,110$(7,107)

The following table provides information about the credit-linked notes carried at fair value as of the dates indicated:

September 30,December 31,
Credit-Linked Notes20242023
(In thousands)
Carrying value reported on the condensed consolidated balance sheets$119,624$123,116
Aggregate unpaid principal balance in excess of fair value$993$1,479

NOTE 13. FAIR VALUE MEASUREMENTS

The Company uses fair value to measure certain assets and liabilities on a recurring basis, primarily securities available-for-sale, derivatives, and certain debt liabilities. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period and such measurements are therefore considered “nonrecurring” for purposes of disclosing our fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for individually evaluated loans and leases and other real estate owned and also to record impairment on certain assets, such as goodwill, CDI, and other long-lived assets.

For information regarding the valuation methodologies used to measure our assets recorded at fair value (under ASC Topic 820), and for estimating fair value for financial instruments not recorded at fair value (under ASC Topic 825, as amended by ASU 2016-01 and ASU 2018-03), see Note 1. Nature of Operations and Summary of Significant Accounting Policiesand Note 15. Fair Value Measurements to the Consolidated Financial Statements of the Company's Form 10-K.

The Company also holds SBIC investments measured at fair value using the NAV per share practical expedient that are not required to be classified in the fair value hierarchy. At September 30, 2024, the fair value of these investments was $108.6 million.

The following tables present information on the assets and liabilities measured and recorded at fair value on a recurring basis as of the dates indicated:

Fair Value Measurements as of
September 30, 2024
Measured on a Recurring BasisTotalLevel 1Level 2Level 3
(In thousands)
Securities available-for-sale:
Agency residential MBS$922,448$—$922,448$—
Agency commercial MBS33,532—33,532—
Agency residential CMOs418,240—418,240—
Municipal securities597—597—
Corporate debt securities266,630—251,22115,409
Private label residential CMOs339,725—339,725—
Collateralized loan obligations284,973—284,973—
Private label commercial MBS13,622—13,622—
Asset-backed securities16,204—16,204—
SBA securities4,313—4,313—
Total securities available-for-sale$2,300,284$—$2,284,875$15,409
Equity investments with readily determinable fair values$1$1$—$—
Derivatives (1):
Equity warrants3,297——3,297
Interest rate and economic contracts7,565—7,565—
Derivative liabilities13,327—13,327—
Credit-linked notes119,624——119,624
Fair Value Measurements as of
December 31, 2023
Measured on a Recurring BasisTotalLevel 1Level 2Level 3
(In thousands)
Securities available-for-sale:
Agency residential MBS$1,187,609$—$1,187,609$—
U.S. Treasury securities4,9684,968——
Agency commercial MBS253,306—253,306—
Agency residential CMOs284,334—284,334—
Municipal securities28,083—28,083—
Corporate debt securities267,232—226,98340,249
Private label residential CMOs158,412—158,412—
Collateralized loan obligations108,416—108,416—
Private label commercial MBS20,813—20,813—
Asset-backed securities19,952—19,952—
SBA securities13,739—13,739—
Total securities available-for-sale$2,346,864$4,968$2,301,647$40,249
Equity investments with readily determinable fair values$1$1$—$—
Derivatives (1):
Equity warrants3,689——3,689
Interest rate and economic contracts8,309—8,309—
Derivative liabilities10,549—10,549—
Credit-linked notes123,116——123,116

(1) For information regarding derivative instruments, see Note 10. Derivatives.

During the nine months ended September 30, 2024, there was a $20,000 transfer from Level 3 equity warrants to Level 1 equity investments with readily determinable fair values measured on a recurring basis. There was also a $38.1 million transfer of corporate debt securities from Level 3 to Level 2 during the nine months ended September 30, 2024 and an $16.8 million transfer of corporate debt securities from Level 2 to Level 3 during the same period.

The following table presents information about quantitative inputs and assumptions used to determine the fair values provided by our third-party pricing service for our Level 3 corporate debt securities available-for-sale measured at fair value on a recurring basis as of the date indicated:

September 30, 2024
Corporate Debt Securities
Input orWeighted
RangeAverage
Unobservable Inputsof InputsInput (1)
Spread to 10 Year Treasury4.0% - 9.2%5.6%
Discount rates7.8% - 13.0%9.4%

(1) Unobservable inputs for corporate debt securities were weighted by the relative fair values of the instruments.

The following table presents information about quantitative inputs and assumptions used in the modified Black-Scholes option pricing model to determine the fair value for our Level 3 equity warrants measured at fair value on a recurring basis as of the date indicated:

September 30, 2024
Equity Warrants
Weighted
RangeAverage
Unobservable Inputsof InputsInput (1)
Volatility20.8% - 166.8%25.7%
Risk-free interest rate3.6% - 4.9%3.7%
Remaining life assumption (in years)0.08 - 4.983.18

(1) Unobservable inputs for equity warrants were weighted by the relative fair values of the instruments.

The following table summarizes activity for our Level 3 corporate debt securities available-for-sale, equity warrants, and credit-linked notes measured at fair value on a recurring basis for the period indicated:

CorporateEquityCredit-Linked
Debt SecuritiesWarrantsNotes
(In thousands)
Balance, December 31, 2023$40,249$3,689$123,116
Total included in earnings—65(1,624)
Total included in other comprehensive income(3,441)—2,110
Issuances—347—
Principal payments——(3,978)
Transfer from Level 216,750——
Transfer to Level 2(38,149)——
Exercises and settlements—(784)—
Transfers to Level 1 (equity investments with readily
determinable fair values)—(20)—
Balance, September 30, 2024$15,409$3,297$119,624
Unrealized net gains (losses) for the period included in other
comprehensive income for securities held at quarter-end$(4,341)

The following tables present assets measured at fair value on a non-recurring basis as of the dates indicated:

Fair Value Measurement as of
September 30, 2024
Measured on a Non-Recurring BasisTotalLevel 1Level 2Level 3
(In thousands)
Individually evaluated loans and leases$55,519$—$34,204$21,315
OREO4,479—4,479—
Total non-recurring$59,998$—$38,683$21,315
Fair Value Measurement as of
December 31, 2023
Measured on a Non-Recurring BasisTotalLevel 1Level 2Level 3
(In thousands)
Individually evaluated loans and leases$6,402$—$4,051$2,351
OREO3,422—3,422—
Total non-recurring$9,824$—$7,473$2,351

The following table presents losses recognized on assets measured on a nonrecurring basis for the periods indicated:

Three Months Ended · Nine Months Ended
Losses on AssetsSeptember 30,September 30,
Measured on a Non-Recurring Basis2024202320242023
(In thousands)
Individually evaluated loans and leases$8,945$6,108$29,192$11,083
OREO2071633616
Total losses$9,152$6,124$29,528$11,099

The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a nonrecurring basis as of the date indicated:

Valuation · Unobservable · Input or · Weighted
AssetFair ValueTechniqueInputsRangeAverage
(In thousands)
Individually evaluated
loans and leases (1)$13,957Discounted cash flowsDiscount rates8.50% - 8.50%8.50%
Individually evaluated
loans and leases7,358Third-party appraisalsNo discounts
Total non-recurring Level 3$21,315

(1) Relates to one loan at September 30, 2024.

The following tables present carrying amounts and estimated fair values of certain financial instruments as of the dates indicated:

September 30, 2024
Carrying · Estimated Fair Value
AmountTotalLevel 1Level 2Level 3
(In thousands)
Financial Assets:
Cash and due from banks$251,869$251,869$251,869$—$—
Interest-earning deposits in financial institutions2,302,3582,302,3582,302,358——
Securities available-for-sale2,300,2842,300,284—2,284,87515,409
Securities held-to-maturity2,301,2632,229,482180,4272,045,5763,479
Investment in FRB and FHLB stock145,123145,123—145,123—
Loans held for sale28,63929,355—29,355—
Loans and leases held for investment, net23,273,43222,198,131—34,20422,163,927
Equity investments with readily determinable fair values111——
Equity warrants3,2973,297——3,297
Interest rate and economic contracts7,5657,565—7,565—
Servicing rights20,10220,661——20,661
Financial Liabilities:
Demand, checking, money market, and savings deposits22,383,66622,383,666—22,383,666—
Time deposits4,444,6034,513,879—4,513,879—
Borrowings1,591,8331,564,364—1,444,740119,624
Subordinated debt942,151886,815—886,815—
Derivative liabilities13,32713,327—13,327—
December 31, 2023
Carrying · Estimated Fair Value
AmountTotalLevel 1Level 2Level 3
(In thousands)
Financial Assets:
Cash and due from banks$202,427$202,427$202,427$—$—
Interest-earning deposits in financial institutions5,175,1495,175,1495,175,149——
Securities available-for-sale2,346,8642,346,8644,9682,301,64740,249
Securities held-to-maturity2,287,2912,168,316175,5791,976,01516,722
Investment in FRB and FHLB stock126,346126,346—126,346—
Loans held for sale122,757126,646—126,646—
Loans and leases held for investment, net25,208,00023,551,725—4,05123,547,674
Equity investments with readily determinable fair values111——
Equity warrants3,6893,689——3,689
Interest rate and economic contracts8,3098,309—8,309—
Servicing rights22,17422,174——22,174
Financial Liabilities:
Demand, checking, money market, and savings deposits23,768,89623,768,896—23,768,896—
Time deposits6,632,8736,732,246—6,732,246—
Borrowings2,911,3222,908,527—2,785,411123,116
Subordinated debt936,599851,625—851,625—
Derivative liabilities10,54910,549—10,549—

Limitations

Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect income taxes or any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a portion of the Company’s financial instruments, fair value estimates are based on what management believes to be reasonable judgments regarding expected future cash flows, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimated fair values are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Since the fair values have been estimated as of September 30, 2024, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different.

NOTE 14.(LOSS) EARNINGS PER SHARE

The following table presents the computations of basic and diluted net earnings (loss) per share for the periods indicated:

Three Months Ended
September 30,
2024 · 2023
(In thousands, except per share amounts)
Non-Voting
Class B · Common
VotingNon-VotingStockTotalTotal
CommonCommonEquivalentsCommonCommon (2)
Basic Loss Per Share:
Net loss available to common
and equivalent stockholders$(1,092)$(3)$(68)$(1,163)$(33,291)
Less: Earnings allocated to unvested restricted stock (1)59——59374
Net loss allocated to common
and equivalent shares$(1,033)$(3)$(68)$(1,104)$(32,917)
Weighted average basic shares and unvested restricted
stock outstanding158,5034779,903168,88378,831
Less: weighted average unvested restricted stock
outstanding(300)——(300)(950)
Weighted average basic shares outstanding158,2034779,903168,58377,881
Basic loss per share$(0.01)$(0.01)$(0.01)$(0.01)$(0.42)
Diluted Loss Per Share:
Net loss allocated to common
and equivalent shares$(1,033)$(3)$(68)$(1,104)$(32,917)
Weighted average diluted shares outstanding158,2034779,903168,58377,881
Diluted loss per share$(0.01)$(0.01)$(0.01)$(0.01)$(0.42)

(1) Represents cash dividends paid to holders of unvested restricted stock, net of forfeitures, plus undistributed earnings amounts available to holders of unvested restricted stock, if any.

(2) Share amounts for the three months ended September 30, 2023 have been restated by multiplying historical amounts by the Merger exchange ratio of 0.6569.

Nine Months Ended
September 30,
2024 · 2023
(In thousands, except per share amounts)
Non-Voting
Class B · Common
VotingNon-VotingStockTotalTotal
CommonCommonEquivalentsCommonCommon (2)
Basic Earnings (Loss) Per Share:
Net earnings (loss) available to common
and equivalent stockholders$37,575$114$2,439$40,128$(1,446,023)
Less: Earnings allocated to unvested restricted stock (1)27——27136
Net earnings (loss) allocated to common
and equivalent shares$37,602$114$2,439$40,155$(1,445,887)
Weighted average basic shares and unvested restricted
stock outstanding158,24247710,234168,95378,941
Less: weighted average unvested restricted stock
outstanding(567)——(567)(1,263)
Weighted average basic shares outstanding157,67547710,234168,38677,678
Basic earnings (loss) per share$0.24$0.24$0.24$0.24$(18.61)
Diluted Earnings (Loss) Per Share:
Net earnings (loss) allocated to common
and equivalent shares$37,602$114$2,439$40,155$(1,445,887)
Weighted average diluted shares outstanding157,67547710,234168,38677,678
Diluted earnings (loss) per share$0.24$0.24$0.24$0.24$(18.61)

(1)Represents cash dividends paid to holders of unvested restricted stock, net of forfeitures, plus undistributed earnings amounts available to holders of unvested restricted stock, if any.

(2)Share amounts for the nine months ended September 30, 2023 have been restated by multiplying historical amounts by the Merger exchange ratio of 0.6569.

The following table presents the weighted average outstanding restricted shares and warrants that were not included in the computation of diluted earnings (loss) per share because their effect would be anti-dilutive for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended · Nine Months Ended
September 30,September 30,
2024202320242023
(In thousands)
Restricted stock awards and units (1)3009505671,263
Warrants18,902—18,902—

(1)Share amounts for the three and nine months ended September 30, 2023 have been restated by multiplying historical amounts by the Merger exchange ratio of 0.6569.

NOTE 15. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

The following table presents interest income and noninterest income, the components of total revenue, as disclosed in the condensed consolidated statements of earnings (loss) and the related amounts which are from contracts with customers within the scope of ASC Topic 606, "Revenue from Contracts with Customers," for the periods indicated. As illustrated here, substantially all of our revenue is specifically excluded from the scope of ASC Topic 606.

Three Months Ended September 30,
20242023
TotalRevenue fromTotalRevenue from
RecordedContracts withRecordedContracts with
RevenueCustomersRevenueCustomers
(In thousands)
Total Interest Income$446,893$—$446,084$—
Noninterest Income:
Service charges on deposit accounts4,5684,5684,0184,018
Other commissions and fees8,2564,3227,6413,974
Leased equipment income17,176—14,554—
Loss on sale of loans(62)—(1,901)—
Loss on sale of securities(59,946)———
Dividends and gains on equity investments3,730—3,837—
Warrant income (loss)211—(88)—
LOCOM HFS adjustment(74)—307—
Other income10,68917015,440117
Total noninterest (loss) income(15,452)9,06043,8088,109
Total Revenue$431,441$9,060$489,892$8,109

The following table presents revenue from contracts with customers based on the timing of revenue recognition for the periods indicated:

Three Months Ended
September 30,
20242023
(In thousands)
Products and services transferred at a point in time$4,012$3,698
Products and services transferred over time5,0484,411
Total revenue from contracts with customers$9,060$8,109
Nine Months Ended September 30,
20242023
TotalRevenue fromTotalRevenue from
RecordedContracts withRecordedContracts with
RevenueCustomersRevenueCustomers
(In thousands)
Total Interest Income$1,388,186$—$1,503,760$—
Noninterest Income:
Service charges on deposit accounts13,81313,81311,90611,906
Other commissions and fees25,02713,70829,22612,528
Leased equipment income40,379—50,798—
Gain (loss) on sale of loans625—(157,820)—
Loss on sale of securities(59,946)———
Dividends and gains on equity investments7,964—7,593—
Warrant gain (loss)65—(545)—
LOCOM HFS adjustment218—(11,636)—
Other income20,01139622,595628
Total noninterest income (loss)48,15627,917(47,883)25,062
Total Revenue$1,436,342$27,917$1,455,877$25,062

The following table presents revenue from contracts with customers based on the timing of revenue recognition for the periods indicated:

Nine Months Ended
September 30,
20242023
(In thousands)
Products and services transferred at a point in time$13,093$11,899
Products and services transferred over time14,82413,163
Total revenue from contracts with customers$27,917$25,062

Contract Balances

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers as of the dates indicated:

September 30, 2024December 31, 2023
(In thousands)
Receivables, which are included in "Other assets"$1,457$1,615
Contract liabilities, which are included in "Accrued interest payable and other liabilities"$366$418

Contract liabilities relate to advance consideration received from customers for which revenue is recognized over the life of the contract. The change in contract liabilities for the nine months ended September 30, 2024 due to revenue recognized that was included in the contract liability balance at the beginning of the period was$52,000.

NOTE 16. STOCKHOLDERS' EQUITY

Stock-Based Compensation

At the special meeting of stockholders held on November 22, 2023, the Company's stockholders approved the Amended and Restated Banc of California, Inc. 2018 Stock Incentive Plan (the “Amended and Restated 2018 Plan”). The Company’s Amended and Restated 2018 Plan permits stock-based compensation awards to officers, directors, employees, and consultants and will remain in effect until November 30, 2033. The Amended and Restated 2018 Plan authorizes grants of stock-based compensation instruments to purchase or issue up to 10,717,882 shares. As of September 30, 2024, there were 4,744,823 shares available for grant under the Amended and Restated 2018 Plan. In addition to the Amended and Restated 2018 Plan, in connection with the Merger, the Company assumed the Amended and Restated PacWest Bancorp 2017 Stock Incentive Plan (the "PacWest 2017 Plan") with respect to PacWest's outstanding stock-based awards.

Restricted Stock

Restricted stock amortization totaled$5.2 millionand$0.3 million for the three months ended September 30, 2024 and 2023 and$13.3 million and$12.9 million nine months ended September 30, 2024 and 2023. Such amounts are included in "Compensation expense" on the condensed consolidated statements of earnings (loss). The amount of unrecognized compensation expense related to all unvested RSUs, TRSAs, and PRSUs as of September 30, 2024 totaled$49.9 million.

Time-Based Restricted Stock Awards

At September 30, 2024, there were 1,810,224 shares of unvested RSUs outstanding pursuant to the Amended and Restated 2018 Plan. At September 30, 2024, there were 283,624 shares of unvested TRSAs outstanding pursuant to the PacWest 2017 Plan. The RSUs and TRSAs generally vest over a service period ofthree orfour years from the date of the grant or immediately upon death of an employee. Compensation expense related to RSUs and TRSAs is based on the fair value of the underlying stock on the award date and is recognized over the vesting period using the straight‑line method. TRSAs were assumed by the Company in connection with the Merger and continue to vest in accordance with the original vesting schedule of the awards.

Performance-Based Restricted Stock Units

At September 30, 2024, there were 2,473,467 units of unvested PRSUs that have been granted. Compensation expense related to PRSUs is based on the fair value of the underlying stock on the award date and is amortized over the vesting period using the straight-line method unless it is determined that: (1) attainment of the financial metrics is less than probable, in which case a portion of the amortization is suspended, or (2) attainment of the financial metrics is improbable, in which case a portion of the previously recognized amortization is reversed and also suspended. Annual PRSU expense may vary during the performance period based upon changes in management's estimate of the number of shares that may ultimately vest. In the case where the performance target for the PRSUs is based on a market condition (such as total shareholder return), the amortization is neither reversed nor suspended if it is subsequently determined that the attainment of the performance target is less than probable or improbable and the employee continues to meet the service requirement of the award.

Classes of Stock and Equity Instruments

Preferred Stock

Depositary shares each representing 1/40th of a share of 7.75% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F (“Series F Preferred Stock”) are listed on the NYSE under the symbol “BANC/PF.” The Series F Preferred Stock ranks senior to our common stock and common stock equivalents both as to dividends and liquidation preference but generally have no voting rights. There are 50,000,000 total preferred shares authorized, of which 27,000,000 were authorized for the non-voting common stock equivalents (“NVCE”) and 513,250 were authorized and outstanding for the Series F Preferred stock at September 30, 2024 and December 31, 2023.

Common Stock

Our voting common stock is listed on the NYSE under the symbol “BANC” and there were 446,863,844 shares authorized at September 30, 2024 and December 31, 2023 and 158,328,021 shares outstanding at September 30, 2024 and 156,790,349 shares outstanding at December 31, 2023.

Class B Non-Voting Common Stock

Our Class B non-voting common stock is not listed or traded on any national securities exchange or automated quotation system, and there currently is no established trading market for such stock. The Class B non-voting common stock ranks equally with, and has identical rights, preferences, and privileges as the voting common stock with respect to dividends and liquidation preference but generally have no voting rights. There were 3,136,156 shares authorized at September 30, 2024 and December 31, 2023 and 477,321 shares outstanding at September 30, 2024 and 477,321 shares outstanding at December 31, 2023.

Non-Voting Common Stock Equivalents

In conjunction with the Merger, the Company issued a new class of NVCE from authorized preferred stock, which were issued under the Investment Agreements (as defined below). Our NVCE stock is not listed or traded on any national securities exchange or automated quotation system, and there currently is no established trading market for such stock. The NVCE stock does not have voting rights and ranks equally with, and has identical rights, preferences, and privileges as, the voting common stock with respect to dividends or distributions (including regular quarterly dividends) declared by the Board and rights upon any liquidation, dissolution, winding up or similar proceeding of the Company. There were 27,000,000 shares authorized at September 30, 2024 and December 31, 2023 and 9,790,600 shares outstanding at September 30, 2024 and 10,829,990 shares outstanding at December 31, 2023.

Warrants

In conjunction with the Merger and per the terms of the investment agreements, each dated July 25, 2023, entered into by Banc of California, Inc. with the Warburg Investors (such agreement, the "Warburg Investment Agreement") and the Centerbridge Investor (together with the Warburg Investment Agreement, the "Investment Agreements"), respectively, the Warburg Investors received warrants to purchase 15,853,659 shares of NVCE stock, and the Centerbridge Investor received warrants to purchase 3,048,780 shares of voting common stock (the “Centerbridge Warrants”), each with an initial exercise price of $15.375 per share, subject to customary anti-dilution adjustments provided for under the warrant agreements. The warrants carry a term of seven years but are subject to mandatory exercise when the market price of the voting common stock reaches or exceeds $24.60 for 20 or more trading days during any 30-consecutive trading day period. These warrants are being accounted for as equity. The exercise price of the Centerbridge Warrants will be adjusted downward, per the terms of the agreement, for cash distributions to stockholders of the Company's voting common stock, including the Company's quarterly cash dividend.

NOTE 17. RELATED PARTY TRANSACTIONS

Certain of our executive officers and directors, and their related interests, are customers of, or have had transactions with, the Bank in the ordinary course of business, including deposits, loans, and other financial services-related transactions. From time to time, the Bank may make loans to executive officers and directors, and their related interests, in the ordinary course of business and on substantially the same terms and conditions, including interest rates and collateral, as those of comparable transactions with non-insiders prevailing at the time, in accordance with the Bank's underwriting guidelines, and do not involve more than the normal risk of collectability or present other unfavorable features. As of September 30, 2024, no related party loans were categorized as nonaccrual, past due, restructured, or potential problem loans.

Transactions with Related Parties

The Company and the Bank have engaged in the transaction described below with the Company's current directors, executive officers, and beneficial owners of more than five percent of the outstanding shares of the Company's voting common stock and certain persons related to them.

The Company is a party to a services agreement with IntraFi Network LLC (“IntraFi”) whereby IntraFi provides the Bank with certain insured cash sweep services from time to time. Affiliates of funds managed by Warburg Pincus LLC hold a material investment interest in IntraFi. Additionally, one of Warburg Pincus LLC’s principals, Todd Schell, who currently serves as a member of the Board, is a member of the board of directors of IntraFi. Affiliates of funds managed by Warburg Pincus LLC beneficially owned approximately 9.9% of the Company’s outstanding voting common stock as of July 30, 2023, based on information reported on a Schedule 13D filed with the SEC on August 1, 2024. For the three and nine months ended September 30, 2024, the amounts paid to IntraFi for certain insured cash sweep services were $1.8 million and $6.0 million and were $2.6 million and $6.6 million for the three and nine months ended September 30, 2023.

NOTE 18. SUBSEQUENT EVENTS

Common Stock Dividends

On November 8, 2024, the Company announced that the Board of Directors had declared a quarterly cash dividend of $0.10 per common share. The cash dividend is payable on January 2, 2025, to stockholders of record at the close of business on December 16, 2024.

Preferred Stock Dividend

On November 8, 2024, the Company announced the that the Board of Directors had declared a quarterly cash dividend of $0.4845 per Depositary Share. The cash dividend is payable on December 2, 2024 to stockholders of record at the close of business on November 21, 2024.

NOTE 19. RECENTLY ISSUED ACCOUNTING STANDARDS

EffectiveEffect on the Financial Statements
StandardDescriptionDateor Other Significant Matters
ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification InitiativeThis standard amends certain Subtopics of the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532, "Disclosure Update and Simplification" that was issued in 2018. The amendments in this standard should be applied prospectively. Early adoption is prohibited.The effective date for each amendment will be the date on which the SEC's removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective.The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.
EffectiveEffect on the Financial Statements
StandardDescriptionDateor Other Significant Matters
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment DisclosuresThe standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The enhanced segment disclosure requirements apply retrospectively to all prior periods presented in the financial statements. Additionally, early adoption is permitted.December 31, 2024The Company is evaluating the impact of this standard on its consolidated financial statements.
EffectiveEffect on the Financial Statements
StandardDescriptionDateor Other Significant Matters
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax DisclosuresThe standard, among other changes, improves annual income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The enhanced income tax disclosure requirements apply on a prospective basis to annual financial statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. Additionally, early adoption is permitted.January 1, 2025The Company is evaluating the impact of this standard on its consolidated financial statements.
EffectiveEffect on the Financial Statements
StandardDescriptionDateor Other Significant Matters
ASU 2024-02, Codification Improvements: Amendments to Remove References to the Concepts StatementsThe ASU amends the Codification to remove references to various concepts and impacts a variety of topics in the Codification. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Concept Statements to provide guidance in certain topical areas. The amendment in this ASU should be applied using one of the following transition methods: (1) prospectively to all new transactions recognized on or after the date that the entity first applies the amendments; or (2) retrospectively to the beginning of the earliest comparative period presented in which the amendments were first applied. Additionally, early adoption is permitted.January 1, 2025The Company is evaluating the impact of this standard on its consolidated financial statements.
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