BANC OF CALIFORNIA INC
For the period ended Sep 30, 2024. Filed Nov 8, 2024.
View on SEC.govAbout 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
Contents
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 Operations | 70 |
|---|---|---|
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 107 |
| Item 4. | Controls and Procedures | 110 |
| PART II. OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 110 |
| Item 1A. | Risk Factors | 110 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 110 |
| Item 3. | Defaults Upon Senior Securities | 111 |
| Item 4. | Mine Safety Disclosures | 111 |
| Item 5. | Other Information | 111 |
| Item 6. | Exhibits | 111 |
| Signatures | 112 | |
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."
| ACL | Allowance for Credit Losses | HFS | Held for Sale |
|---|---|---|---|
| AFS | Available-for-Sale | HLBV | Hypothetical Liquidation at Book Value |
| AFX | American Financial Exchange | HTM | Held-to-Maturity |
| ALLL | Allowance for Loan and Lease Losses | ICS | IntraFi Cash Service |
| ASC | Accounting Standards Codification | IRR | Interest Rate Risk |
| ASU | Accounting Standards Update | LIHTC | Low Income Housing Tax Credit |
| BAM | BofCal Asset Management Inc. | LOCOM | Lower of Cost or Market |
| Basel III | A comprehensive capital framework and rules for U.S. banking organizations approved by the FRB and the FDIC in 2013 | MBS | Mortgage-Backed Securities |
| BOLI | Bank Owned Life Insurance | NAV | Net Asset Value |
| CDI | Core Deposit Intangible Assets | NII | Net Interest Income |
| CECL | Current Expected Credit Loss | NVCE | Non-Voting Common Stock Equivalents |
| CET1 | Common Equity Tier 1 | OREO | Other Real Estate Owned |
| Civic | Civic Financial Services, LLC (a company acquired on February 1, 2021) | PCD | Purchased Credit Deteriorated |
| CMBS | Commercial Mortgage-Backed Securities | PRSUs | Performance-Based Restricted Stock Units |
| CMOs | Collateralized Mortgage Obligations | ROU | Right-of-use |
| COVID-19 | Coronavirus Disease | RSUs | Restricted Stock Units |
| CRA | Community Reinvestment Act | S&P | Standard & Poor's |
| CRI | Customer Relationship Intangible Assets | SBA | Small Business Administration |
| DFPI | California Department of Financial Protection and Innovation | SBIC | Small Business Investment Company |
| EVE | Economic Value of Equity | SEC | Securities and Exchange Commission |
| FDIC | Federal Deposit Insurance Corporation | SOFR | Secured Overnight Financing Rate |
| FHLB | Federal Home Loan Bank of San Francisco | TRSAs | Time-Based Restricted Stock Awards |
| FRB | Board of Governors of the Federal Reserve System | U.S. GAAP | U.S. Generally Accepted Accounting Principles |
| FRBSF | Federal 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 institutions | 2,302,358 | 5,175,149 |
| Total cash, cash equivalents, and restricted cash | 2,554,227 | 5,377,576 |
| Securities available-for-sale, at fair value, net of allowance for credit losses | ||
| (amortized cost of $2,526,306 and $2,699,255, respectively) | 2,300,284 | 2,346,864 |
| Securities held-to-maturity, at amortized cost, net of allowance for credit losses (fair value of | ||
| $2,229,482 and $2,168,316, respectively) | 2,301,263 | 2,287,291 |
| FRB and FHLB stock, at cost | 145,123 | 126,346 |
| Total investment securities | 4,746,670 | 4,760,501 |
| Loans held for sale | 28,639 | 122,757 |
| Loans and leases held for investment | 23,553,534 | 25,534,730 |
| Deferred fees, net | (25,757) | (45,043) |
| Allowance for loan and lease losses | (254,345) | (281,687) |
| Total loans and leases held for investment, net | 23,273,432 | 25,208,000 |
| Equipment leased to others under operating leases | 314,998 | 344,325 |
| Premises and equipment, net | 143,200 | 146,798 |
| Bank owned life insurance | 343,212 | 339,643 |
| Goodwill | 216,770 | 198,627 |
| Intangible assets, net | 140,562 | 165,477 |
| Deferred tax asset, net | 706,849 | 739,111 |
| Other assets | 964,054 | 1,131,249 |
| Total assets | $33,432,613 | $38,534,064 |
| LIABILITIES: | ||
| Noninterest-bearing deposits | $7,811,796 | $7,774,254 |
| Interest-bearing deposits | 19,016,473 | 22,627,515 |
| Total deposits | 26,828,269 | 30,401,769 |
| Borrowings (including $119,624 and $123,116 at fair value, respectively) | 1,591,833 | 2,911,322 |
| Subordinated debt | 942,151 | 936,599 |
| Accrued interest payable and other liabilities | 574,162 | 893,609 |
| Total liabilities | 29,936,415 | 35,143,299 |
| Commitments and contingencies | ||
| STOCKHOLDERS' EQUITY: | ||
| Preferred stock | 498,516 | 498,516 |
| Common stock ($0.01 par value, 158,611,645 shares issued and 158,328,021 outstanding at | ||
| 2023) | 1,586 | 1,577 |
| and 477,321 shares issued at December 31, 2023) | 5 | 5 |
| 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) | 98 | 108 |
| Additional paid-in capital | 3,802,314 | 3,840,974 |
| Retained deficit | (478,173) | (518,301) |
| Accumulated other comprehensive loss, net | (328,148) | (432,114) |
| Total stockholders' equity | 3,496,198 | 3,390,765 |
| 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, | |||||
| 2024 | 2024 | 2023 | 2024 | 2023 | |
| (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 securities | 34,912 | 33,836 | 45,326 | 103,051 | 133,716 |
| Deposits in financial institutions | 42,068 | 39,900 | 90,366 | 140,904 | 219,995 |
| Total interest income | 446,893 | 462,589 | 446,084 | 1,388,186 | 1,503,760 |
| Interest expense: | |||||
| Deposits | 180,986 | 186,106 | 205,982 | 561,899 | 540,663 |
| Borrowings | 16,970 | 30,311 | 94,234 | 85,405 | 324,270 |
| Subordinated debt | 16,762 | 16,684 | 15,139 | 50,117 | 42,750 |
| Total interest expense | 214,718 | 233,101 | 315,355 | 697,421 | 907,683 |
| Net interest income | 232,175 | 229,488 | 130,729 | 690,765 | 596,077 |
| Provision for credit losses | 9,000 | 11,000 | — | 30,000 | 5,000 |
| Net interest income after provision for | |||||
| credit losses | 223,175 | 218,488 | 130,729 | 660,765 | 591,077 |
| Noninterest income: | |||||
| Leased equipment income | 17,176 | 11,487 | 14,554 | 40,379 | 50,798 |
| Other commissions and fees | 8,256 | 8,629 | 7,641 | 25,027 | 29,226 |
| Service charges on deposit accounts | 4,568 | 4,540 | 4,018 | 13,813 | 11,906 |
| (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 | |||||
| investments | 3,730 | 1,166 | 3,837 | 7,964 | 7,593 |
| Warrant income (loss) | 211 | (324) | (88) | 65 | (545) |
| LOCOM HFS adjustment | (74) | (38) | 307 | 218 | (11,636) |
| Other income | 10,689 | 3,197 | 15,440 | 20,011 | 22,595 |
| Total noninterest (loss) income | (15,452) | 29,792 | 43,808 | 48,156 | (47,883) |
| Noninterest expense: | |||||
| Compensation | 85,585 | 85,914 | 71,642 | 263,735 | 242,999 |
| Customer related expense | 34,475 | 32,405 | 26,971 | 97,799 | 78,278 |
| Insurance and assessments | 12,708 | 26,431 | 38,298 | 59,600 | 75,650 |
| Occupancy | 16,892 | 17,455 | 15,293 | 52,315 | 45,743 |
| Information technology and data | |||||
| processing | 14,995 | 15,459 | 12,840 | 45,872 | 38,706 |
| Intangible asset amortization | 8,485 | 8,484 | 2,389 | 25,373 | 7,189 |
| Leased equipment depreciation | 7,144 | 7,511 | 8,333 | 22,175 | 26,796 |
| Other professional services | 5,101 | 5,183 | 5,597 | 15,359 | 21,643 |
| Loan expense | 3,994 | 4,332 | 4,243 | 12,817 | 16,012 |
| Acquisition, integration and | |||||
| reorganization costs | (510) | (12,650) | 9,925 | (13,160) | 30,833 |
| Goodwill impairment | — | — | — | — | 1,376,736 |
| Other expense | 7,340 | 13,119 | 5,572 | 28,485 | 133,958 |
| Total noninterest expense | 196,209 | 203,643 | 201,103 | 610,370 | 2,094,543 |
| Earnings (loss) before income taxes | 11,514 | 44,637 | (26,566) | 98,551 | (1,551,349) |
| Income tax expense (benefit) | 2,730 | 14,304 | (3,222) | 28,582 | (135,167) |
| Net earnings (loss) | 8,784 | 30,333 | (23,344) | 69,969 | (1,416,182) |
| Preferred stock dividends | 9,947 | 9,947 | 9,947 | 29,841 | 29,841 |
| 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, | |||||
| 2024 | 2024 | 2023 | 2024 | 2023 | |
| (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, | |||||
| 2024 | 2024 | 2023 | 2024 | 2023 | |
| (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 period | 83,902 | 729 | (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 tax | 60,092 | 522 | (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 tax | 42,935 | — | — | 42,935 | — |
| Amortization of unrealized net loss on securities | |||||
| transferred from available-for-sale to held-to-maturity | 8,226 | 8,106 | 7,998 | 24,442 | 23,759 |
| 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 tax | 5,872 | 5,806 | 5,783 | 17,486 | 17,178 |
| Change in fair value of credit-linked notes | (1,495) | 636 | 3,050 | (2,110) | 7,107 |
| Income tax benefit (expense) related to change in fair | |||||
| value of credit-linked notes | 424 | (149) | (839) | 630 | (1,957) |
| Change in fair value of credit-linked notes, | |||||
| net of tax | (1,071) | 487 | 2,211 | (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 period | 2,899 | (321) | — | 960 | — |
| Unrealized (loss) gain on cash flow hedges, | |||||
| net of tax | (7,317) | 962 | — | (2,548) | — |
| Other comprehensive income (loss), net of tax | 100,511 | 7,777 | (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 | — | — | — | — | — | — | 7,777 | 7,777 | |||||||
| 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 | — | — | — | — | — | — | 100,511 | 100,511 | |||||||
| 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 | ||||
| Stock | Voting | Non-Voting | Equivalents | |
| (Unaudited) | ||||
| (In ones) | ||||
| Number of shares, December 31, 2023 | 513,250 | 157,651,752 | 477,321 | 10,829,990 |
| 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, 2024 | 513,250 | 158,390,708 | 477,321 | 10,145,600 |
| 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, 2024 | 513,250 | 158,252,791 | 477,321 | 10,145,600 |
| 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, 2024 | 513,250 | 158,611,645 | 477,321 | 9,790,600 |
| Nine Months Ended September 30, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Non- | ||||||||
| Common Stock · Voting · Accumulated | ||||||||
| Class B · Common · Additional · Other | ||||||||
| Preferred · Non- · Stock · Paid-in · Retained · Comprehensive | ||||||||
| Stock | Voting | Voting | Equivalents | Capital | Earnings | Loss, Net | Total | |
| (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 | — | — | — | — | — | — | 54,843 | 54,843 |
| 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 | ||||
| Stock | Voting | Non-Voting | Equivalents | |
| (Unaudited) | ||||
| (In ones) | ||||
| Number of shares, December 31, 2022 | 513,250 | 78,973,869 | — | — |
| Restricted stock awarded and earned stock | ||||
| compensation, net of shares forfeited | — | 110,661 | — | — |
| Restricted stock surrendered | — | (96,106) | — | — |
| Number of shares, March 31, 2023 | 513,250 | 78,988,424 | — | — |
| Restricted stock awarded and earned stock | ||||
| compensation, net of shares forfeited | — | 54,188 | — | — |
| Restricted stock surrendered | — | (103,588) | — | — |
| Number of shares, June 30, 2023 | 513,250 | 78,939,024 | — | — |
| Restricted stock awarded and earned stock | ||||
| compensation, net of shares forfeited | — | (116,014) | — | — |
| Restricted stock surrendered | — | (16,041) | — | — |
| Number of shares, September 30, 2023 | 513,250 | 78,806,969 | — | — |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended | ||
|---|---|---|
| September 30, | ||
| 2024 | 2023 | |
| (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 amortization | 41,199 | 40,295 |
| Amortization of net premiums on investment securities | 18,468 | 28,981 |
| Decrease in deferred loan fees and discounts, net | (87,108) | (62,420) |
| Amortization of intangible assets | 25,373 | 7,189 |
| Amortization of operating lease ROU assets | 27,614 | 20,937 |
| Provision for credit losses | 30,000 | 5,000 |
| Gain on sale of foreclosed assets | (947) | (793) |
| Provision for losses on foreclosed assets | 1,020 | 701 |
| (Gain) loss on sale of loans and leases | (625) | 157,820 |
| Loss (gain) on sale of premises and equipment | 24 | (647) |
| Loss on sale of securities | 59,946 | — |
| 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 compensation | 14,013 | 14,174 |
| Acquisition, integration, and reorganization costs | — | 70 |
| Decrease (increase) in other assets | 124,162 | (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 leases | 2,455,794 | 5,946,033 |
| Proceeds from maturities and paydowns of securities available-for-sale | 151,634 | 203,958 |
| Proceeds from sales of securities available-for-sale | 681,888 | — |
| Purchases of securities available-for-sale | (729,612) | (12,752) |
| Proceeds from maturities and paydowns of securities held-to-maturity | 1,095 | 1,061 |
| Purchases of FHLB and FRB stock | (20,790) | (194,918) |
| Redemptions of FHLB and FRB stock | 2,013 | 211,958 |
| Proceeds from sales of foreclosed assets | 14,561 | 14,235 |
| Purchases of premises and equipment, net | (8,913) | (12,106) |
| Proceeds from sales of premises and equipment | 136 | 9,018 |
| Proceeds from BOLI death benefit | 2,074 | 3,567 |
| Net decrease in equipment leased to others under operating leases | 7,152 | 25,151 |
| Net cash provided by investing activities | 2,157,366 | 6,645,660 |
| Cash flows from financing activities: | ||
| Net increase (decrease) in noninterest-bearing deposits | 37,542 | (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 borrowings | 1,100,000 | 6,058,743 |
| Shares purchased under the Dividend Reinvestment Plan | 243 | — |
| 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 period | 5,377,576 | 2,240,222 |
| 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, | ||
| 2024 | 2023 | |
| (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 assets | 15,564 | 15,950 |
| Transfers from loans held for investment to loans held for sale | 1,930,285 | 3,076,427 |
| Transfers to loans held for investment from loans held for sale | 1,179 | 394,716 |
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-sale | 872,800 |
| Loans and leases held for sale | 2,179,860 |
| Loans and leases held for investment, net of allowance for loan and lease losses | 3,952,073 |
| Premises and equipment | 103,500 |
| Other intangible assets | 145,500 |
| Current and deferred tax assets, net | 209,602 |
| Other assets | 391,050 |
| Total assets acquired | $8,189,685 |
| Fair value of liabilities assumed: | |
| Deposits | $6,547,659 |
| FHLB advances | 794,000 |
| Long-term debt | 257,600 |
| Other liabilities | 144,192 |
| Total liabilities assumed | $7,743,451 |
| Net assets acquired | 446,234 |
| 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 | ||||||
| Amortized | for Credit | Net Carrying | Unrealized | Unrealized | Fair | |
| Security Type | Cost | Losses | Amount | Gains | Losses | Value |
| (In thousands) | ||||||
| Agency residential MBS | $1,071,154 | $— | $1,071,154 | $— | $(148,706) | $922,448 |
| Agency commercial MBS | 34,193 | — | 34,193 | — | (661) | 33,532 |
| Agency residential CMOs | 432,183 | — | 432,183 | 1,910 | (15,853) | 418,240 |
| Municipal securities | 602 | — | 602 | — | (5) | 597 |
| Corporate debt securities | 300,996 | (199) | 300,797 | 1,753 | (35,920) | 266,630 |
| Private label residential CMOs | 367,168 | — | 367,168 | 823 | (28,266) | 339,725 |
| Collateralized loan obligations | 284,743 | — | 284,743 | 365 | (135) | 284,973 |
| Private label commercial MBS | 14,415 | — | 14,415 | — | (793) | 13,622 |
| Asset-backed securities | 16,287 | — | 16,287 | — | (83) | 16,204 |
| SBA securities | 4,565 | — | 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 | ||||||
| Amortized | for Credit | Net Carrying | Unrealized | Unrealized | Fair | |
| Security Type | Cost | Losses | Amount | Gains | Losses | Value |
| (In thousands) | ||||||
| Agency residential MBS | $1,388,801 | $— | $1,388,801 | $— | $(201,192) | $1,187,609 |
| U.S. Treasury securities | 4,965 | — | 4,965 | 3 | — | 4,968 |
| Agency commercial MBS | 268,639 | — | 268,639 | — | (15,333) | 253,306 |
| Agency residential CMOs | 320,984 | — | 320,984 | — | (36,650) | 284,334 |
| Municipal securities | 29,192 | — | 29,192 | — | (1,109) | 28,083 |
| Corporate debt securities | 327,426 | (199) | 327,227 | 259 | (60,254) | 267,232 |
| Private label residential CMOs | 193,071 | — | 193,071 | — | (34,659) | 158,412 |
| Collateralized loan obligations | 109,168 | — | 109,168 | — | (752) | 108,416 |
| Private label commercial MBS | 22,126 | — | 22,126 | — | (1,313) | 20,813 |
| Asset-backed securities | 20,241 | — | 20,241 | — | (289) | 19,952 |
| SBA securities | 14,642 | — | 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, | |||
| 2024 | 2023 | 2024 | 2023 | |
| (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 | ||||||
| Gross | Gross | Gross | ||||
| Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |
| Security Type | Value | Losses | Value | Losses | Value | Losses |
| (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 obligations | 73,503 | (135) | — | — | 73,503 | (135) |
| Private label commercial MBS | — | — | 13,622 | (793) | 13,622 | (793) |
| Asset-backed securities | 16,204 | (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 | ||||||
| Gross | Gross | Gross | ||||
| Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |
| Security Type | Value | Losses | Value | Losses | Value | Losses |
| (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 Type | One Year | Five Years | Ten Years | Ten Years | Total |
| (In thousands) | |||||
| Amortized Cost: | |||||
| Agency residential MBS | $— | $— | $— | $1,071,154 | $1,071,154 |
| Agency commercial MBS | 610 | 21,290 | — | 12,293 | 34,193 |
| Agency residential CMOs | — | — | — | 432,183 | 432,183 |
| Municipal securities | — | 602 | — | — | 602 |
| Corporate debt securities | — | 5,000 | 295,996 | — | 300,996 |
| Private label residential CMOs | — | — | — | 367,168 | 367,168 |
| Collateralized loan obligations | — | — | 125,705 | 159,038 | 284,743 |
| Private label commercial MBS | — | — | 1,083 | 13,332 | 14,415 |
| Asset-backed securities | — | — | — | 16,287 | 16,287 |
| 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 Type | One Year | Five Years | Ten Years | Ten Years | Total |
| (In thousands) | |||||
| Fair Value: | |||||
| Agency residential MBS | $— | $— | $— | $922,448 | $922,448 |
| Agency commercial MBS | 606 | 21,289 | — | 11,637 | 33,532 |
| Agency residential CMOs | — | — | — | 418,240 | 418,240 |
| Municipal securities | — | 597 | — | — | 597 |
| Corporate debt securities | — | 4,866 | 261,764 | — | 266,630 |
| Private label residential CMOs | — | — | — | 339,725 | 339,725 |
| Collateralized loan obligations | — | — | 125,884 | 159,089 | 284,973 |
| Private label commercial MBS | — | — | 1,062 | 12,560 | 13,622 |
| Asset-backed securities | — | — | — | 16,204 | 16,204 |
| 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 | ||||||
| Amortized | Credit | Carrying | Unrealized | Unrealized | Fair | |
| Security Type | Cost | Losses | Amount | Gains | Losses | Value |
| (In thousands) | ||||||
| Municipal securities | $1,250,254 | $(140) | $1,250,114 | $2,670 | $(16,849) | $1,235,935 |
| Agency commercial MBS | 438,781 | — | 438,781 | — | (18,745) | 420,036 |
| Private label commercial MBS | 354,098 | — | 354,098 | — | (14,694) | 339,404 |
| U.S. Treasury securities | 189,239 | — | 189,239 | — | (8,812) | 180,427 |
| Corporate debt securities | 70,391 | (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 | ||||||
| Amortized | Credit | Carrying | Unrealized | Unrealized | Fair | |
| Security Type | Cost | Losses | Amount | Gains | Losses | Value |
| (In thousands) | ||||||
| Municipal securities | $1,247,310 | $(140) | $1,247,170 | $1,760 | $(28,170) | $1,220,760 |
| Agency commercial MBS | 433,827 | — | 433,827 | — | (30,665) | 403,162 |
| Private label commercial MBS | 350,493 | — | 350,493 | — | (29,289) | 321,204 |
| U.S. Treasury securities | 187,033 | — | 187,033 | — | (11,454) | 175,579 |
| Corporate debt securities | 70,128 | (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 Type | of Period | Losses | Charge-offs | Recoveries | Period |
| (In thousands) | |||||
| Municipal securities | $140 | $— | $— | $— | $140 |
| Corporate debt securities | 1,360 | — | — | — | 1,360 |
| Total | $1,500 | $— | $— | $— | $1,500 |
| Municipal securities | $140 | $— | $— | $— | $140 |
| Corporate debt securities | 1,360 | — | — | — | 1,360 |
| Total | $1,500 | $— | $— | $— | $1,500 |
| Allowance for · Provision · Allowance for | |||||
|---|---|---|---|---|---|
| Credit Losses, · for · Credit Losses, | |||||
| Beginning · Credit · End of | |||||
| Security Type | of Period | Losses | Charge-offs | Recoveries | Period |
| (In thousands) | |||||
| Municipal securities | $140 | $— | $— | $— | $140 |
| Corporate debt securities | 1,360 | — | — | — | 1,360 |
| Total | $1,500 | $— | $— | $— | $1,500 |
| Municipal securities | $140 | $— | $— | $— | $140 |
| Corporate debt securities | 1,360 | — | — | — | 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 Type | AAA | AA+ | AA | AA- | A+ | A | A- | BBB | NR | Total |
| (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 MBS | 354,098 | — | — | — | — | — | — | — | — | 354,098 |
| U.S. Treasury | ||||||||||
| securities | — | 189,239 | — | — | — | — | — | — | — | 189,239 |
| Corporate debt | ||||||||||
| securities | — | — | — | — | — | — | — | 44,472 | 25,919 | 70,391 |
| Total | $924,552 | $996,841 | $218,026 | $60,843 | $11,990 | $1,671 | $— | $44,472 | $44,368 | $2,302,763 |
| December 31, 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Security Type | AAA | AA+ | AA | AA- | A+ | A | A- | BBB | NR | Total |
| (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 MBS | 350,493 | — | — | — | — | — | — | — | — | 350,493 |
| U.S. Treasury | ||||||||||
| securities | — | 187,033 | — | — | — | — | — | — | — | 187,033 |
| Corporate debt | ||||||||||
| securities | — | — | — | — | — | — | — | 44,371 | 25,757 | 70,128 |
| 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 Type | One Year | Five Years | Ten Years | Ten Years | Total |
| (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 | — | — | 36,733 | 317,365 | 354,098 |
| U.S. Treasury securities | — | — | 189,239 | — | 189,239 |
| Corporate debt securities | — | — | 10,162 | 60,229 | 70,391 |
| 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 Type | One Year | Five Years | Ten Years | Ten Years | Total |
| (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 | — | — | 35,873 | 303,531 | 339,404 |
| U.S. Treasury securities | — | — | 180,427 | — | 180,427 |
| Corporate debt securities | — | — | 9,544 | 44,136 | 53,680 |
| 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, | |||
| 2024 | 2023 | 2024 | 2023 | |
| (In thousands) | ||||
| Taxable interest | $28,576 | $38,062 | $83,241 | $114,961 |
| Non-taxable interest | 4,622 | 4,872 | 14,088 | 14,697 |
| Dividend income | 1,714 | 2,392 | 5,722 | 4,058 |
| 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, | |
|---|---|---|
| 2024 | 2023 | |
| (In thousands) | ||
| Real estate mortgage | $13,527,145 | $16,378,537 |
| Real estate construction and land (1) | 3,476,332 | 3,183,357 |
| Commercial | 6,329,861 | 5,780,346 |
| Consumer | 414,357 | 454,474 |
| Total gross loans and leases held for investment | 23,747,695 | 25,796,714 |
| 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 fees | 23,527,777 | 25,489,687 |
| 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 - 89 | 90 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 | — | — | — | 6,009,280 | 6,009,280 | |
| Other residential | 19,703 | 39,546 | 59,249 | 2,707,938 | 2,767,187 | |
| Total real estate mortgage | 36,964 | 68,958 | 105,922 | 13,228,484 | 13,334,406 | |
| Real estate construction and land: | ||||||
| Commercial | — | — | — | 836,902 | 836,902 | |
| Residential | — | — | — | 2,622,507 | 2,622,507 | |
| Total real estate construction and land | — | — | — | 3,459,409 | 3,459,409 | |
| Commercial: | ||||||
| Asset-based | 1,097 | — | 1,097 | 2,114,214 | 2,115,311 | |
| Venture capital | — | — | — | 1,353,626 | 1,353,626 | |
| Other commercial | 12,417 | 2,669 | 15,086 | 2,835,449 | 2,850,535 | |
| Total commercial | 13,514 | 2,669 | 16,183 | 6,303,289 | 6,319,472 | |
| Consumer | 2,449 | 410 | 2,859 | 411,631 | 414,490 | |
| Total | $52,927 | $72,037 | $124,964 | $23,402,813 | $23,527,777 | |
| December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| 30 - 89 | 90 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-family | 2,302 | 1,020 | 3,322 | 6,021,857 | 6,025,179 | |
| Other residential | 93,042 | 4,341 | 97,383 | 4,962,926 | 5,060,309 | |
| Total real estate mortgage | 107,962 | 20,529 | 128,491 | 15,983,494 | 16,111,985 | |
| Real estate construction and land: | ||||||
| Commercial | — | — | — | 759,585 | 759,585 | |
| Residential | — | — | — | 2,399,684 | 2,399,684 | |
| Total real estate construction and land | — | — | — | 3,159,269 | 3,159,269 | |
| Commercial: | ||||||
| Asset-based | 608 | 2,689 | 3,297 | 2,185,788 | 2,189,085 | |
| Venture capital | — | — | — | 1,446,362 | 1,446,362 | |
| Other commercial | 1,276 | 6,993 | 8,269 | 2,121,591 | 2,129,860 | |
| Total commercial | 1,884 | 9,682 | 11,566 | 5,753,741 | 5,765,307 | |
| Consumer | 3,461 | 670 | 4,131 | 448,995 | 453,126 | |
| 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, 2024 | December 31, 2023 | |||||
|---|---|---|---|---|---|---|
| Nonaccrual | Performing | Total | Nonaccrual | Performing | Total | |
| (In thousands) | ||||||
| Real estate mortgage: | ||||||
| Commercial | $78,478 | $4,479,461 | $4,557,939 | $15,669 | $5,010,828 | $5,026,497 |
| Multi-family | 916 | 6,008,364 | 6,009,280 | 1,020 | 6,024,159 | 6,025,179 |
| Other residential | 50,514 | 2,716,673 | 2,767,187 | 31,041 | 5,029,268 | 5,060,309 |
| Total real estate mortgage | 129,908 | 13,204,498 | 13,334,406 | 47,730 | 16,064,255 | 16,111,985 |
| Real estate construction and land: | ||||||
| Commercial | — | 836,902 | 836,902 | — | 759,585 | 759,585 |
| Residential | — | 2,622,507 | 2,622,507 | — | 2,399,684 | 2,399,684 |
| Total real estate construction and land | — | 3,459,409 | 3,459,409 | — | 3,159,269 | 3,159,269 |
| Commercial: | ||||||
| Asset-based | 2,295 | 2,113,016 | 2,115,311 | 2,689 | 2,186,396 | 2,189,085 |
| Venture capital | 19,957 | 1,333,669 | 1,353,626 | 325 | 1,446,037 | 1,446,362 |
| Other commercial | 15,662 | 2,834,873 | 2,850,535 | 10,972 | 2,118,888 | 2,129,860 |
| Total commercial | 37,914 | 6,281,558 | 6,319,472 | 13,986 | 5,751,321 | 5,765,307 |
| Consumer | 519 | 413,971 | 414,490 | 811 | 452,315 | 453,126 |
| 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 | ||||
|---|---|---|---|---|
| Classified | Special Mention | Pass | Total | |
| (In thousands) | ||||
| Real estate mortgage: | ||||
| Commercial | $256,581 | $339,559 | $3,961,799 | $4,557,939 |
| Multi-family | 152,288 | 46,332 | 5,810,660 | 6,009,280 |
| Other residential | 53,140 | 14,775 | 2,699,272 | 2,767,187 |
| Total real estate mortgage | 462,009 | 400,666 | 12,471,731 | 13,334,406 |
| Real estate construction and land: | ||||
| Commercial | — | 111,195 | 725,707 | 836,902 |
| Residential | — | 3,164 | 2,619,343 | 2,622,507 |
| Total real estate construction and land | — | 114,359 | 3,345,050 | 3,459,409 |
| Commercial: | ||||
| Asset-based | 5,731 | 11,156 | 2,098,424 | 2,115,311 |
| Venture capital | 39,699 | 145,441 | 1,168,486 | 1,353,626 |
| Other commercial | 25,511 | 32,358 | 2,792,666 | 2,850,535 |
| Total commercial | 70,941 | 188,955 | 6,059,576 | 6,319,472 |
| Consumer | 641 | 7,908 | 405,941 | 414,490 |
| Total | $533,591 | $711,888 | $22,282,298 | $23,527,777 |
| December 31, 2023 | ||||
|---|---|---|---|---|
| Classified | Special Mention | Pass | Total | |
| (In thousands) | ||||
| Real estate mortgage: | ||||
| Commercial | $75,739 | $219,687 | $4,731,071 | $5,026,497 |
| Multi-family | 74,954 | 108,356 | 5,841,869 | 6,025,179 |
| Other residential | 38,155 | 54,197 | 4,967,957 | 5,060,309 |
| Total real estate mortgage | 188,848 | 382,240 | 15,540,897 | 16,111,985 |
| Real estate construction and land: | ||||
| Commercial | — | — | 759,585 | 759,585 |
| Residential | — | 2,757 | 2,396,927 | 2,399,684 |
| Total real estate construction and land | — | 2,757 | 3,156,512 | 3,159,269 |
| Commercial: | ||||
| Asset-based | 4,561 | 12,506 | 2,172,018 | 2,189,085 |
| Venture capital | 7,805 | 98,633 | 1,339,924 | 1,446,362 |
| Other commercial | 26,044 | 9,984 | 2,093,832 | 2,129,860 |
| Total commercial | 38,410 | 121,123 | 5,605,774 | 5,765,307 |
| Consumer | 1,159 | 7,192 | 444,775 | 453,126 |
| 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, | |
| 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
| Nonaccrual | Interest | Interest | Nonaccrual | Interest | Interest | |
| Recorded | Income | Income | Recorded | Income | Income | |
| Investment | Recognized | Recognized | Investment | Recognized | Recognized | |
| (In thousands) | ||||||
| With An Allowance Recorded: | ||||||
| Real estate mortgage: | ||||||
| Commercial | $201 | $— | $— | $55 | $— | $— |
| Multi-family | — | — | — | — | — | — |
| Other residential | 232 | — | — | 372 | — | — |
| Real estate construction and land: | ||||||
| Commercial | — | — | — | — | — | — |
| Residential | — | — | — | — | — | — |
| Commercial: | ||||||
| Asset-based | — | — | — | — | — | — |
| Venture capital | 19,957 | — | — | 2,001 | — | — |
| Other commercial | 6,950 | — | — | 672 | — | — |
| Consumer | 519 | — | — | 207 | — | — |
| With No Related Allowance | ||||||
| Recorded: | ||||||
| Real estate mortgage: | ||||||
| Commercial | $78,277 | $3 | $10 | $31,410 | $24 | $80 |
| Multi-family | 916 | — | — | — | — | — |
| Other residential | 50,282 | — | — | 87,957 | — | — |
| Real estate construction and land: | ||||||
| Commercial | — | — | — | — | — | — |
| Residential | — | — | — | — | — | — |
| Commercial: | ||||||
| Asset-based | 2,295 | — | — | 363 | — | — |
| Venture capital | — | — | — | — | — | — |
| Other commercial | 8,712 | — | — | 2,359 | 8 | 8 |
| 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 | — | — | — | — | — | — |
| Commercial | 37,914 | — | — | 5,395 | 8 | 8 |
| Consumer | 519 | — | — | 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, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | Loans | Total |
| (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 Pass | 107,554 | 168,787 | 815,924 | 703,752 | 478,959 | 1,437,575 | 55,407 | 32,322 | 3,800,280 |
| 5 Special mention | — | 1,325 | 103,785 | 11,804 | 4,331 | 217,510 | 804 | — | 339,559 |
| 6-8 Classified | — | 1,812 | 12,673 | 68,314 | 17,212 | 156,570 | — | — | 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 Pass | 71,993 | 85,449 | 2,168,365 | 1,145,375 | 492,934 | 1,294,278 | 11,571 | 48,000 | 5,317,965 |
| 5 Special mention | — | — | — | — | — | 46,332 | — | — | 46,332 |
| 6-8 Classified | — | — | 40,019 | 17,254 | 11,795 | 83,220 | — | — | 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 | — | 4,582 | 317,480 | 2,276,938 | 40,062 | 19,374 | 36,733 | 89 | 2,695,258 |
| 5 Special mention | — | 590 | 9,857 | 4,049 | — | 279 | — | — | 14,775 |
| 6-8 Classified | — | 4,068 | 29,385 | 17,669 | — | 1,671 | 347 | — | 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, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | Loans | Total |
| (In thousands) | |||||||||
| Real Estate Construction | |||||||||
| and Land: Commercial | |||||||||
| Internal risk rating: | |||||||||
| 1-2 High pass | $— | $— | $— | $— | $— | $— | $— | $— | $— |
| 3-4.5 Pass | 20,371 | 36,461 | 457,681 | 123,977 | 52,446 | 10,727 | 24,044 | — | 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 Pass | 89,504 | 159,489 | 1,433,928 | 597,557 | 237,151 | — | 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 Pass | 70,694 | 91,341 | 183,245 | 73,496 | 10,467 | 68,513 | 575,366 | 54,296 | 1,127,418 |
| 5 Special mention | — | 198 | 5,670 | — | — | — | 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 Pass | 58,318 | 122,614 | 64,856 | 89,910 | 4,325 | 18,601 | 550,660 | 78,497 | 987,781 |
| 5 Special mention | — | 34,003 | 19,926 | 15,647 | — | — | 69,334 | 6,531 | 145,441 |
| 6-8 Classified | — | — | 13,994 | 19,957 | — | — | 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, 2024 | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Loans | Loans | Total |
| (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 Pass | 53,584 | 83,370 | 144,198 | 207,356 | 43,073 | 166,708 | 1,981,850 | 30,328 | 2,710,467 |
| 5 Special mention | — | 11,288 | 497 | 1,890 | 710 | 3,502 | 14,362 | 109 | 32,358 |
| 6-8 Classified | — | — | 3,160 | 3,128 | 1,322 | 9,585 | 7,571 | 745 | 25,511 |
| 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 Pass | 23,648 | 20,948 | 61,226 | 183,592 | 20,250 | 88,553 | 5,804 | 256 | 404,277 |
| 5 Special mention | — | — | 2,165 | 4,310 | 113 | 1,320 | — | — | 7,908 |
| 6-8 Classified | — | — | 55 | 163 | 53 | 358 | — | 12 | 641 |
| 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 Pass | 495,666 | 773,041 | 5,646,903 | 5,401,953 | 1,379,667 | 3,104,329 | 3,343,149 | 243,788 | 20,388,496 |
| 5 Special mention | — | 47,404 | 141,900 | 152,059 | 5,154 | 268,943 | 89,788 | 6,640 | 711,888 |
| 6-8 Classified | — | 5,880 | 99,286 | 126,485 | 30,382 | 251,404 | 19,397 | 757 | 533,591 |
| 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, 2023 | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Loans | Loans | Total |
| (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 Pass | 182,236 | 933,294 | 814,564 | 510,952 | 298,985 | 1,765,454 | 76,866 | 10,937 | 4,593,288 |
| 7 Special mention | — | 14,021 | 32,235 | 25,485 | 17,147 | 129,549 | 1,250 | — | 219,687 |
| 8-9 Classified | 749 | — | 26,172 | 439 | 17,063 | 29,566 | 1,750 | — | 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 Pass | 66,143 | 2,221,235 | 1,193,052 | 539,660 | 564,420 | 794,599 | 67,811 | — | 5,446,920 |
| 7 Special mention | — | 2,610 | 17,784 | 12,201 | 39,808 | 35,953 | — | — | 108,356 |
| 8-9 Classified | — | — | 17,283 | 8,576 | 26,543 | 22,552 | — | — | 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 Pass | 188,561 | 1,824,253 | 2,812,293 | 65,230 | — | 19,518 | 51,246 | 87 | 4,961,188 |
| 7 Special mention | — | 46,263 | 7,568 | — | — | — | 366 | — | 54,197 |
| 8-9 Classified | 3,847 | 18,263 | 12,908 | 1,223 | — | 1,764 | 65 | 85 | 38,155 |
| 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, 2023 | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Loans | Loans | Total |
| (In thousands) | |||||||||
| Real Estate Construction | |||||||||
| and Land: Commercial | |||||||||
| Internal risk rating: | |||||||||
| 1-3 High pass | $— | $— | $— | $— | $— | $— | $— | $— | $— |
| 4-6 Pass | 23,916 | 388,165 | 214,303 | 68,833 | 16,781 | 27,175 | 20,412 | — | 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 Pass | 64,341 | 1,185,297 | 668,083 | 336,636 | — | 26,896 | 115,674 | — | 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 Pass | 122,064 | 238,206 | 132,449 | 17,823 | 7,447 | 25,945 | 630,073 | 1,453 | 1,175,460 |
| 7 Special mention | — | 101 | — | — | — | 1 | 12,394 | 10 | 12,506 |
| 8-9 Classified | — | — | — | 701 | — | 340 | 3,520 | — | 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 Pass | 101,038 | 128,485 | 113,183 | 6,473 | 6,216 | 622 | 770,941 | 74,863 | 1,201,821 |
| 7 Special mention | 17,481 | 10,984 | 31,928 | — | 19,986 | — | 13,260 | 4,994 | 98,633 |
| 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, 2023 | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Loans | Loans | Total |
| (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 Pass | 98,643 | 201,215 | 285,249 | 50,582 | 39,951 | 158,810 | 1,176,946 | 2,921 | 2,014,317 |
| 7 Special mention | 1,748 | 1,306 | 442 | 554 | 540 | 5,071 | 254 | 69 | 9,984 |
| 8-9 Classified | — | 912 | 4,011 | 1,706 | 1,299 | 13,768 | 3,257 | 1,091 | 26,044 |
| 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 Pass | 26,468 | 71,523 | 207,751 | 23,390 | 42,338 | 63,919 | 7,684 | 345 | 443,418 |
| 7 Special mention | — | 1,286 | 4,224 | 371 | 1,100 | 181 | 30 | — | 7,192 |
| 8-9 Classified | — | 281 | 42 | 135 | 198 | 486 | 1 | 16 | 1,159 |
| 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 Pass | 873,410 | 7,191,673 | 6,440,927 | 1,619,579 | 976,138 | 2,882,938 | 2,917,653 | 90,606 | 22,992,924 |
| 7 Special mention | 19,229 | 76,571 | 96,938 | 38,611 | 78,581 | 170,755 | 27,554 | 5,073 | 513,312 |
| 8-9 Classified | 4,596 | 19,456 | 68,224 | 12,780 | 45,103 | 68,476 | 8,590 | 1,192 | 228,417 |
| 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 | ||||||||
| Portfolio | Portfolio | Portfolio | Portfolio | |||||
| Balance | Class | Balance | Class | Balance | Class | Balance | Class | |
| (Dollars in thousands) | ||||||||
| Real estate mortgage: | ||||||||
| Commercial | $93,551 | 2.1% | $45,957 | 1.0% | $— | —% | $139,508 | 3.1% |
| Other residential | 1,528 | 0.1% | — | —% | — | —% | 1,528 | 0.1% |
| Commercial: | ||||||||
| Asset-based | 2,195 | 0.1% | — | —% | — | —% | 2,195 | 0.1% |
| Venture capital | — | —% | — | —% | 13,156 | 1.0% | 13,156 | 1.0% |
| Other commercial | 2,141 | 0.1% | — | —% | — | —% | 2,141 | 0.1% |
| 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 | ||||||||||
| Portfolio | Portfolio | Portfolio | Portfolio | Portfolio | ||||||
| Balance | Class | Balance | Class | Balance | Class | Balance | Class | Balance | Class | |
| (Dollars in thousands) | ||||||||||
| Real estate mortgage: | ||||||||||
| Commercial | $94,690 | 2.1% | $60,117 | 1.3% | $13,500 | 0.3% | $— | —% | $168,307 | 3.7% |
| Other residential | 5,092 | 0.2% | — | —% | — | —% | — | —% | 5,092 | 0.2% |
| Commercial: | ||||||||||
| Asset-based | 2,195 | 0.1% | — | —% | — | —% | — | —% | 2,195 | 0.1% |
| Venture capital | — | —% | — | —% | — | —% | 13,156 | 1.0% | 13,156 | 1.0% |
| Other commercial | 2,386 | 0.1% | — | —% | — | —% | 45 | —% | 2,431 | 0.1% |
| Consumer | 11 | —% | — | —% | — | —% | — | —% | 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 | ||||||||
| Portfolio | Portfolio | Portfolio | Portfolio | |||||
| Balance | Class | Balance | Class | Balance | Class | Balance | Class | |
| (Dollars in thousands) | ||||||||
| Real estate mortgage: | ||||||||
| Other residential | $4,001 | 0.1% | — | —% | — | —% | $4,001 | 0.1% |
| Commercial: | ||||||||
| Other commercial | 1,508 | 0.2% | 41 | —% | 6 | —% | 1,555 | 0.2% |
| 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 | ||||||||
| Portfolio | Portfolio | Portfolio | Portfolio | |||||
| Balance | Class | Balance | Class | Balance | Class | Balance | Class | |
| (Dollars in thousands) | ||||||||
| Real estate mortgage: | ||||||||
| Other residential | $15,311 | 0.3% | $— | —% | $— | —% | $15,311 | 0.3% |
| Commercial: | ||||||||
| Other commercial | 2,556 | 0.3% | 41 | —% | 6 | —% | 2,603 | 0.3% |
| Consumer | 15 | —% | — | —% | 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: | |
|---|---|
| Commercial | Extended maturity by a weighted average 15 months. |
| Other residential | Extended maturity by a weighted average 8 months. |
| Commercial: | |
| Asset-based | Extended maturity by a weighted average 4 months. |
| Other commercial | Extended maturity by a weighted average 14 months. |
| Three Months Ended September 30, 2024 | |
| Payment Delay - Financial Effect | |
| Real estate mortgage: | |
|---|---|
| Commercial | Deferred partial payments for 24 months. |
| Three Months Ended September 30, 2024 | |
| Combination - Term Extension and Payment Delay - Financial Effect | |
| Commercial: | |
|---|---|
| Venture capital | Extended 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: | |
|---|---|
| Commercial | Extended maturity by a weighted average 15 months. |
| Other residential | Extended maturity by a weighted average 10 months. |
| Commercial: | |
| Asset-based | Extended maturity by a weighted average 4 months. |
| Other commercial | Extended maturity by a weighted average 15 months. |
| Consumer | Extended maturity by a weighted average 12 months. |
| Nine Months Ended September 30, 2024 | |
| Payment Delay - Financial Effect | |
| Real estate mortgage: | |
|---|---|
| Commercial | Deferred partial payments for up to 20 months. |
| Nine Months Ended September 30, 2024 | |
| Combination - Term Extension and Principal Forgiveness - Financial Effect | |
| Real estate mortgage: | |
|---|---|
| Commercial | Extended 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 capital | Extended maturity by a weighted average 3 months and granted 3 months of partial payment deferrals. |
| Other commercial | Extended 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 residential | Extended maturity by a weighted average 8 months. |
| Commercial: | |
| Other commercial | Extended maturity by a weighted average 17 months. |
| Three Months Ended September 30, 2023 | |
| Payment Delay - Financial Effect | |
| Commercial: | |
|---|---|
| Other commercial | Provided 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 | |
| Consumer | Extended 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 residential | Extended maturity by a weighted average 10 months. |
| Commercial: | |
| Other commercial | Extended maturity by a weighted average 22 months. |
| Consumer | Extended maturity by a weighted average 12 months. |
| Nine Months Ended September 30, 2023 | |
| Payment Delay - Financial Effect | |
| Commercial: | |
|---|---|
| Other commercial | Provided 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 commercial | Extended maturity by a weighted average 3 years and reduced weighted average contractual interest rate from 11.75% to 7.50%. |
| Consumer | Extended 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 | ||||
| Current | Past Due | Past Due | Total | |
| (In thousands) | ||||
| Real estate mortgage: | ||||
| Commercial | $154,206 | $14,160 | $— | $168,366 |
| Other residential | 3,112 | 91 | 3,986 | 7,189 |
| Commercial: | ||||
| Asset-based | 2,195 | — | — | 2,195 |
| Venture capital | 13,156 | — | — | 13,156 |
| Other commercial | 672 | 3,161 | — | 3,833 |
| Consumer | 11 | — | — | 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 | ||||
| Current | Past Due | Past Due | Total | |
| (In thousands) | ||||
| Real estate mortgage: | ||||
| Other residential | $6,225 | $7,662 | $1,424 | $15,311 |
| Commercial: | ||||
| Other commercial | 2,599 | 4 | — | 2,603 |
| Consumer | 17 | — | — | 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, 2024 | September 30, 2024 | |||||
| Term Extension | Payment Delay | Total | Term Extension | Payment Delay | Total | |
| (In thousands) | ||||||
| Real estate mortgage: | ||||||
| Commercial | $— | $14,160 | $14,160 | $— | $14,160 | $14,160 |
| Other residential | 556 | — | 556 | 4,077 | — | 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, 2023 | Nine Months Ended September 30, 2023 | |
|---|---|---|
| Modified Loans That | Modified Loans That | |
| Subsequently Defaulted | Subsequently Defaulted | |
| Amortized Cost Basis at | Amortized Cost Basis at | |
| September 30, 2024 | September 30, 2024 | |
| Term Extension | Term Extension | |
| (In thousands) | ||
| Real estate mortgage: | ||
| Other residential | $8,700 | $9,100 |
| Commercial: | ||
| Other commercial | 4 | 4 |
| 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, | |||
| 2024 | 2023 | 2024 | 2023 | |
| (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, 2024 | December 31, 2023 | |
|---|---|---|
| (In thousands) | ||
| Net Investment in Direct Financing Leases: | ||
| Lease payments receivable | $223,181 | $249,223 |
| Unguaranteed residual assets | 23,816 | 25,488 |
| Deferred costs and other | 2,194 | 2,715 |
| 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 |
| 2025 | 78,813 |
| 2026 | 61,079 |
| 2027 | 40,526 |
| 2028 | 23,552 |
| Thereafter | 25,400 |
| Total undiscounted cash flows | 249,711 |
| 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 | |||||
| Mortgage | and Land | Commercial | Consumer | Total | |
| (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) |
| Recoveries | 216 | — | 1,253 | 277 | 1,746 |
| Net charge-offs | (424) | — | (710) | (1,283) | (2,417) |
| Provision | 9,798 | (11,943) | 10,387 | 758 | 9,000 |
| 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 | |||||
| Mortgage | and Land | Commercial | Consumer | Total | |
| (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) |
| Recoveries | 2,536 | — | 4,956 | 413 | 7,905 |
| Net charge-offs | (54,462) | — | (859) | (4,021) | (59,342) |
| Provision | 32,269 | (20,492) | 16,574 | 3,649 | 32,000 |
| 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 evaluated | 13,204,577 | 3,459,409 | 6,282,945 | 414,490 | 23,361,421 |
| 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 | |||||
| Mortgage | and Land | Commercial | Consumer | Total | |
| (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) |
| Recoveries | 535 | — | 1,199 | 24 | 1,758 |
| Net charge-offs | (5,222) | — | 864 | (579) | (4,937) |
| Provision | 8,944 | 686 | (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 | |||||
| Mortgage | and Land | Commercial | Consumer | Total | |
| (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) |
| Recoveries | 797 | — | 2,916 | 152 | 3,865 |
| Net charge-offs | (38,670) | — | (4,903) | (1,362) | (44,935) |
| Provision | 87,891 | (11,955) | (11,272) | 1,836 | 66,500 |
| 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 evaluated | 13,914,000 | 2,737,537 | 4,749,707 | 394,488 | 21,795,732 |
| 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 | ||||||
| Property | Assets | Total | Property | Assets | Total | |
| (In thousands) | ||||||
| Real estate mortgage | $129,424 | $— | $129,424 | $47,952 | $— | $47,952 |
| Commercial | — | 11,303 | 11,303 | — | 3,616 | 3,616 |
| 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 for | Reserve for | Total | |
| Loan and | Unfunded Loan | Allowance for | |
| Lease Losses | Commitments | Credit Losses | |
| (In thousands) | |||
| Balance, beginning of period | $247,762 | $27,571 | $275,333 |
| Charge-offs | (4,163) | — | (4,163) |
| Recoveries | 1,746 | — | 1,746 |
| Net charge-offs | (2,417) | — | (2,417) |
| Provision | 9,000 | — | 9,000 |
| Balance, end of period | $254,345 | $27,571 | $281,916 |
| Nine Months Ended | |||
| September 30, 2024 | |||
| Allowance for | Reserve for | Total | |
| Loan and | Unfunded Loan | Allowance for | |
| Lease Losses | Commitments | Credit Losses | |
| (In thousands) | |||
| Balance, beginning of period | $281,687 | $29,571 | $311,258 |
| Charge-offs | (67,247) | — | (67,247) |
| Recoveries | 7,905 | — | 7,905 |
| Net charge-offs | (59,342) | — | (59,342) |
| Provision | 32,000 | (2,000) | 30,000 |
| Balance, end of period | $254,345 | $27,571 | $281,916 |
| Three Months Ended | |||
|---|---|---|---|
| September 30, 2023 | |||
| Allowance for | Reserve for | Total | |
| Loan and | Unfunded Loan | Allowance for | |
| Lease Losses | Commitments | Credit Losses | |
| (In thousands) | |||
| Balance, beginning of period | $219,234 | $37,571 | $256,805 |
| Charge-offs | (6,695) | — | (6,695) |
| Recoveries | 1,758 | — | 1,758 |
| Net charge-offs | (4,937) | — | (4,937) |
| Provision | 8,000 | (8,000) | — |
| Balance, end of period | $222,297 | $29,571 | $251,868 |
| Nine Months Ended | |||
| September 30, 2023 | |||
| Allowance for | Reserve for | Total | |
| Loan and | Unfunded Loan | Allowance for | |
| Lease Losses | Commitments | Credit Losses | |
| (In thousands) | |||
| Balance, beginning of period | $200,732 | $91,071 | $291,803 |
| Charge-offs | (48,800) | — | (48,800) |
| Recoveries | 3,865 | — | 3,865 |
| Net charge-offs | (44,935) | — | (44,935) |
| Provision | 66,500 | (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 adjustments | 18,143 |
| 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, | |||
| 2024 | 2023 | 2024 | 2023 | |
| (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 period | 236,264 | 90,800 | 236,264 | 90,800 |
| 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 |
| 2025 | 27,657 |
| 2026 | 24,412 |
| 2027 | 21,166 |
| 2028 | 17,920 |
| Thereafter | 41,789 |
| 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 Assets | 2024 | 2023 |
| (In thousands) | ||
| LIHTC investments | $310,672 | $347,478 |
| Interest receivable | 129,001 | 138,522 |
| SBIC investments | 108,591 | 105,433 |
| Operating lease ROU assets, net (1) | 104,173 | 133,126 |
| Equity investments without readily determinable fair values | 72,452 | 71,332 |
| Prepaid expenses | 37,640 | 43,498 |
| Taxes receivable | 26,307 | 34,268 |
| HLBV investments | 17,217 | 18,442 |
| Foreclosed assets, net | 8,661 | 7,394 |
| Equity warrants | 3,297 | 3,689 |
| Equity investments with readily determinable fair values | 1 | 1 |
| Other receivables/assets | 146,042 | 228,066 |
| 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, | |||
| 2024 | 2023 | 2024 | 2023 | |
| (In thousands) | ||||
| Operating lease expense: | ||||
| Fixed costs | $7,689 | $8,580 | $26,051 | $24,749 |
| Variable costs | 299 | 115 | 447 | 180 |
| Short-term lease costs | 267 | 148 | 407 | 770 |
| 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, | ||
| 2024 | 2023 | |
| (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, | |
|---|---|---|
| 2024 | 2023 | |
| (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) | 6.0 | 6.1 |
| Weighted average discount rate | 3.50% | 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 |
| 2025 | 32,475 |
| 2026 | 28,073 |
| 2027 | 20,676 |
| 2028 | 16,531 |
| Thereafter | 41,606 |
| Total operating lease liabilities | 148,140 |
| 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 |
| 2025 | 40,332 |
| 2026 | 36,111 |
| 2027 | 29,145 |
| 2028 | 25,020 |
| Thereafter | 68,751 |
| 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 | ||||
| Average | Average | |||
| Balance | Rate | Balance | Rate | |
| (Dollars in thousands) | ||||
| FHLB secured advances | $1,100,000 | 3.93% | $— | —% |
| FRB secured discount window advance | 200,000 | 5.00% | — | —% |
| Senior Notes | 174,000 | 5.25% | 174,000 | 5.25% |
| Credit-linked notes | 119,624 | 16.05% | 123,116 | 16.02% |
| Bank Term Funding Program | — | —% | 2,618,300 | 4.37% |
| Total borrowings | 1,593,624 | 5.12% | 2,915,416 | 4.92% |
| 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 | |||
| Balance | Rate | Date | |
| (Dollars in thousands) | |||
| Term advance | $150,000 | 4.59% | 6/26/2026 |
| Term advance | 150,000 | 4.63% | 5/28/2027 |
| Term advance | 150,000 | 4.63% | 6/3/2027 |
| Term advance | 150,000 | 4.39% | 6/3/2027 |
| Callable term advance | 500,000 | 3.18% | 9/18/2034 |
| Total FHLB secured advances | $1,100,000 | 3.93% | |
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 | |||||||
|---|---|---|---|---|---|---|---|
| Series | Balance | Rate (1) | Balance | Rate (1) | Issued | Date | (Quarterly Reset) |
| (Dollars in thousands) | |||||||
| Subordinated notes, net (2)(7) | $381,050 | 3.25% | $380,651 | 3.25% | 4/30/2021 | 5/1/2031 | Fixed rate (3) |
| Subordinated notes | 75,000 | 4.375% | 75,000 | 4.375% | 10/30/2020 | 10/30/2030 | Fixed rate (6) |
| Trust V | 10,310 | 8.30% | 10,310 | 8.74% | 8/15/2003 | 9/17/2033 | 3-month Term SOFR + 3.10 |
| Trust VI | 10,310 | 8.26% | 10,310 | 8.70% | 9/3/2003 | 9/15/2033 | 3-month Term SOFR + 3.05 |
| Trust CII | 5,155 | 8.15% | 5,155 | 8.59% | 9/17/2003 | 9/17/2033 | 3-month Term SOFR + 2.95 |
| Trust VII | 61,856 | 8.27% | 61,856 | 8.40% | 2/5/2004 | 4/23/2034 | 3-month Term SOFR + 2.75 |
| Trust CIII | 20,619 | 6.90% | 20,619 | 7.34% | 8/15/2005 | 9/15/2035 | 3-month Term SOFR + 1.69 |
| Trust FCCI | 16,495 | 6.81% | 16,495 | 7.25% | 1/25/2007 | 3/15/2037 | 3-month Term SOFR + 1.60 |
| Trust FCBI | 10,310 | 6.76% | 10,310 | 7.20% | 9/30/2005 | 12/15/2035 | 3-month Term SOFR + 1.55 |
| Trust CS 2005-1 | 82,475 | 7.16% | 82,475 | 7.60% | 11/21/2005 | 12/15/2035 | 3-month Term SOFR + 1.95 |
| Trust CS 2005-2 | 128,866 | 7.47% | 128,866 | 7.60% | 12/14/2005 | 1/30/2036 | 3-month Term SOFR + 1.95 |
| Trust CS 2006-1 | 51,545 | 10.45% | 51,545 | 10.45% | 2/22/2006 | 4/30/2036 | Prime + 1.95 |
| Trust CS 2006-2 | 51,550 | 7.47% | 51,550 | 7.60% | 9/27/2006 | 10/30/2036 | 3-month Term SOFR + 1.95 |
| Trust CS 2006-3 (4) | 28,700 | 5.71% | 28,453 | 6.00% | 9/29/2006 | 10/30/2036 | 3-month EURIBOR + 2.05 |
| Trust CS 2006-4 | 16,470 | 10.45% | 16,470 | 10.45% | 12/5/2006 | 1/30/2037 | Prime + 1.95 |
| Trust CS 2006-5 | 6,650 | 7.47% | 6,650 | 7.60% | 12/19/2006 | 1/30/2037 | 3-month Term SOFR + 1.95 |
| Trust CS 2007-2 | 39,177 | 7.47% | 39,177 | 7.60% | 6/13/2007 | 7/30/2037 | 3-month Term SOFR + 1.95 |
| PMB Statutory Trust III | 7,217 | 8.32% | 7,217 | 9.02% | 9/16/2002 | 9/26/2032 | 3-month Term SOFR + 3.40 |
| PMB Capital Trust III | 10,310 | 7.54% | 10,310 | 7.66% | 10/4/2004 | 10/8/2034 | 3-month Term SOFR + 2.00 |
| Total subordinated debt | 1,014,065 | 5.82% | 1,013,419 | 5.93% | |||
| 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 | ||||||
| Amount | Asset | Liability | Amount | Asset | Liability | |
| (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 contracts | 198,205 | 5,027 | 4,973 | 168,850 | 6,426 | 6,331 |
| Foreign exchange contracts | 36,535 | 1,170 | 73 | 45,742 | 1,883 | 128 |
| Equity warrant assets | 16,333 | 3,297 | — | 17,008 | 3,689 | — |
| 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, | |
|---|---|---|
| 2024 | 2023 | |
| (In thousands) | ||
| Loan commitments to extend credit | $5,008,449 | $5,578,907 |
| Standby letters of credit | 201,317 | 252,572 |
| 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 |
| 2025 | 37,113 |
| 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 Notes | 2024 | 2023 | 2024 | 2023 |
| (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 Notes | 2024 | 2023 |
| (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 Basis | Total | Level 1 | Level 2 | Level 3 |
| (In thousands) | ||||
| Securities available-for-sale: | ||||
| Agency residential MBS | $922,448 | $— | $922,448 | $— |
| Agency commercial MBS | 33,532 | — | 33,532 | — |
| Agency residential CMOs | 418,240 | — | 418,240 | — |
| Municipal securities | 597 | — | 597 | — |
| Corporate debt securities | 266,630 | — | 251,221 | 15,409 |
| Private label residential CMOs | 339,725 | — | 339,725 | — |
| Collateralized loan obligations | 284,973 | — | 284,973 | — |
| Private label commercial MBS | 13,622 | — | 13,622 | — |
| Asset-backed securities | 16,204 | — | 16,204 | — |
| SBA securities | 4,313 | — | 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 warrants | 3,297 | — | — | 3,297 |
| Interest rate and economic contracts | 7,565 | — | 7,565 | — |
| Derivative liabilities | 13,327 | — | 13,327 | — |
| Credit-linked notes | 119,624 | — | — | 119,624 |
| Fair Value Measurements as of | ||||
|---|---|---|---|---|
| December 31, 2023 | ||||
| Measured on a Recurring Basis | Total | Level 1 | Level 2 | Level 3 |
| (In thousands) | ||||
| Securities available-for-sale: | ||||
| Agency residential MBS | $1,187,609 | $— | $1,187,609 | $— |
| U.S. Treasury securities | 4,968 | 4,968 | — | — |
| Agency commercial MBS | 253,306 | — | 253,306 | — |
| Agency residential CMOs | 284,334 | — | 284,334 | — |
| Municipal securities | 28,083 | — | 28,083 | — |
| Corporate debt securities | 267,232 | — | 226,983 | 40,249 |
| Private label residential CMOs | 158,412 | — | 158,412 | — |
| Collateralized loan obligations | 108,416 | — | 108,416 | — |
| Private label commercial MBS | 20,813 | — | 20,813 | — |
| Asset-backed securities | 19,952 | — | 19,952 | — |
| SBA securities | 13,739 | — | 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 warrants | 3,689 | — | — | 3,689 |
| Interest rate and economic contracts | 8,309 | — | 8,309 | — |
| Derivative liabilities | 10,549 | — | 10,549 | — |
| Credit-linked notes | 123,116 | — | — | 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 or | Weighted | |
| Range | Average | |
| Unobservable Inputs | of Inputs | Input (1) |
| Spread to 10 Year Treasury | 4.0% - 9.2% | 5.6% |
| Discount rates | 7.8% - 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 | ||
| Range | Average | |
| Unobservable Inputs | of Inputs | Input (1) |
| Volatility | 20.8% - 166.8% | 25.7% |
| Risk-free interest rate | 3.6% - 4.9% | 3.7% |
| Remaining life assumption (in years) | 0.08 - 4.98 | 3.18 |
(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:
| Corporate | Equity | Credit-Linked | |
|---|---|---|---|
| Debt Securities | Warrants | Notes | |
| (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 2 | 16,750 | — | — |
| 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 Basis | Total | Level 1 | Level 2 | Level 3 |
| (In thousands) | ||||
| Individually evaluated loans and leases | $55,519 | $— | $34,204 | $21,315 |
| OREO | 4,479 | — | 4,479 | — |
| Total non-recurring | $59,998 | $— | $38,683 | $21,315 |
| Fair Value Measurement as of | ||||
|---|---|---|---|---|
| December 31, 2023 | ||||
| Measured on a Non-Recurring Basis | Total | Level 1 | Level 2 | Level 3 |
| (In thousands) | ||||
| Individually evaluated loans and leases | $6,402 | $— | $4,051 | $2,351 |
| OREO | 3,422 | — | 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 Assets | September 30, | September 30, | ||
| Measured on a Non-Recurring Basis | 2024 | 2023 | 2024 | 2023 |
| (In thousands) | ||||
| Individually evaluated loans and leases | $8,945 | $6,108 | $29,192 | $11,083 |
| OREO | 207 | 16 | 336 | 16 |
| 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 | |||||
|---|---|---|---|---|---|
| Asset | Fair Value | Technique | Inputs | Range | Average |
| (In thousands) | |||||
| Individually evaluated | |||||
| loans and leases (1) | $13,957 | Discounted cash flows | Discount rates | 8.50% - 8.50% | 8.50% |
| Individually evaluated | |||||
| loans and leases | 7,358 | Third-party appraisals | No 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 | |||||
| Amount | Total | Level 1 | Level 2 | Level 3 | |
| (In thousands) | |||||
| Financial Assets: | |||||
| Cash and due from banks | $251,869 | $251,869 | $251,869 | $— | $— |
| Interest-earning deposits in financial institutions | 2,302,358 | 2,302,358 | 2,302,358 | — | — |
| Securities available-for-sale | 2,300,284 | 2,300,284 | — | 2,284,875 | 15,409 |
| Securities held-to-maturity | 2,301,263 | 2,229,482 | 180,427 | 2,045,576 | 3,479 |
| Investment in FRB and FHLB stock | 145,123 | 145,123 | — | 145,123 | — |
| Loans held for sale | 28,639 | 29,355 | — | 29,355 | — |
| Loans and leases held for investment, net | 23,273,432 | 22,198,131 | — | 34,204 | 22,163,927 |
| Equity investments with readily determinable fair values | 1 | 1 | 1 | — | — |
| Equity warrants | 3,297 | 3,297 | — | — | 3,297 |
| Interest rate and economic contracts | 7,565 | 7,565 | — | 7,565 | — |
| Servicing rights | 20,102 | 20,661 | — | — | 20,661 |
| Financial Liabilities: | |||||
| Demand, checking, money market, and savings deposits | 22,383,666 | 22,383,666 | — | 22,383,666 | — |
| Time deposits | 4,444,603 | 4,513,879 | — | 4,513,879 | — |
| Borrowings | 1,591,833 | 1,564,364 | — | 1,444,740 | 119,624 |
| Subordinated debt | 942,151 | 886,815 | — | 886,815 | — |
| Derivative liabilities | 13,327 | 13,327 | — | 13,327 | — |
| December 31, 2023 | |||||
|---|---|---|---|---|---|
| Carrying · Estimated Fair Value | |||||
| Amount | Total | Level 1 | Level 2 | Level 3 | |
| (In thousands) | |||||
| Financial Assets: | |||||
| Cash and due from banks | $202,427 | $202,427 | $202,427 | $— | $— |
| Interest-earning deposits in financial institutions | 5,175,149 | 5,175,149 | 5,175,149 | — | — |
| Securities available-for-sale | 2,346,864 | 2,346,864 | 4,968 | 2,301,647 | 40,249 |
| Securities held-to-maturity | 2,287,291 | 2,168,316 | 175,579 | 1,976,015 | 16,722 |
| Investment in FRB and FHLB stock | 126,346 | 126,346 | — | 126,346 | — |
| Loans held for sale | 122,757 | 126,646 | — | 126,646 | — |
| Loans and leases held for investment, net | 25,208,000 | 23,551,725 | — | 4,051 | 23,547,674 |
| Equity investments with readily determinable fair values | 1 | 1 | 1 | — | — |
| Equity warrants | 3,689 | 3,689 | — | — | 3,689 |
| Interest rate and economic contracts | 8,309 | 8,309 | — | 8,309 | — |
| Servicing rights | 22,174 | 22,174 | — | — | 22,174 |
| Financial Liabilities: | |||||
| Demand, checking, money market, and savings deposits | 23,768,896 | 23,768,896 | — | 23,768,896 | — |
| Time deposits | 6,632,873 | 6,732,246 | — | 6,732,246 | — |
| Borrowings | 2,911,322 | 2,908,527 | — | 2,785,411 | 123,116 |
| Subordinated debt | 936,599 | 851,625 | — | 851,625 | — |
| Derivative liabilities | 10,549 | 10,549 | — | 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 | |||||
| Voting | Non-Voting | Stock | Total | Total | |
| Common | Common | Equivalents | Common | Common (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 | — | — | 59 | 374 |
| Net loss allocated to common | |||||
| and equivalent shares | $(1,033) | $(3) | $(68) | $(1,104) | $(32,917) |
| Weighted average basic shares and unvested restricted | |||||
| stock outstanding | 158,503 | 477 | 9,903 | 168,883 | 78,831 |
| Less: weighted average unvested restricted stock | |||||
| outstanding | (300) | — | — | (300) | (950) |
| Weighted average basic shares outstanding | 158,203 | 477 | 9,903 | 168,583 | 77,881 |
| 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 outstanding | 158,203 | 477 | 9,903 | 168,583 | 77,881 |
| 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 | |||||
| Voting | Non-Voting | Stock | Total | Total | |
| Common | Common | Equivalents | Common | Common (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 | — | — | 27 | 136 |
| 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 outstanding | 158,242 | 477 | 10,234 | 168,953 | 78,941 |
| Less: weighted average unvested restricted stock | |||||
| outstanding | (567) | — | — | (567) | (1,263) |
| Weighted average basic shares outstanding | 157,675 | 477 | 10,234 | 168,386 | 77,678 |
| 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 outstanding | 157,675 | 477 | 10,234 | 168,386 | 77,678 |
| 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, | |||
| 2024 | 2023 | 2024 | 2023 | |
| (In thousands) | ||||
| Restricted stock awards and units (1) | 300 | 950 | 567 | 1,263 |
| Warrants | 18,902 | — | 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, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Total | Revenue from | Total | Revenue from | |
| Recorded | Contracts with | Recorded | Contracts with | |
| Revenue | Customers | Revenue | Customers | |
| (In thousands) | ||||
| Total Interest Income | $446,893 | $— | $446,084 | $— |
| Noninterest Income: | ||||
| Service charges on deposit accounts | 4,568 | 4,568 | 4,018 | 4,018 |
| Other commissions and fees | 8,256 | 4,322 | 7,641 | 3,974 |
| Leased equipment income | 17,176 | — | 14,554 | — |
| Loss on sale of loans | (62) | — | (1,901) | — |
| Loss on sale of securities | (59,946) | — | — | — |
| Dividends and gains on equity investments | 3,730 | — | 3,837 | — |
| Warrant income (loss) | 211 | — | (88) | — |
| LOCOM HFS adjustment | (74) | — | 307 | — |
| Other income | 10,689 | 170 | 15,440 | 117 |
| Total noninterest (loss) income | (15,452) | 9,060 | 43,808 | 8,109 |
| 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, | ||
| 2024 | 2023 | |
| (In thousands) | ||
| Products and services transferred at a point in time | $4,012 | $3,698 |
| Products and services transferred over time | 5,048 | 4,411 |
| Total revenue from contracts with customers | $9,060 | $8,109 |
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Total | Revenue from | Total | Revenue from | |
| Recorded | Contracts with | Recorded | Contracts with | |
| Revenue | Customers | Revenue | Customers | |
| (In thousands) | ||||
| Total Interest Income | $1,388,186 | $— | $1,503,760 | $— |
| Noninterest Income: | ||||
| Service charges on deposit accounts | 13,813 | 13,813 | 11,906 | 11,906 |
| Other commissions and fees | 25,027 | 13,708 | 29,226 | 12,528 |
| Leased equipment income | 40,379 | — | 50,798 | — |
| Gain (loss) on sale of loans | 625 | — | (157,820) | — |
| Loss on sale of securities | (59,946) | — | — | — |
| Dividends and gains on equity investments | 7,964 | — | 7,593 | — |
| Warrant gain (loss) | 65 | — | (545) | — |
| LOCOM HFS adjustment | 218 | — | (11,636) | — |
| Other income | 20,011 | 396 | 22,595 | 628 |
| Total noninterest income (loss) | 48,156 | 27,917 | (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, | ||
| 2024 | 2023 | |
| (In thousands) | ||
| Products and services transferred at a point in time | $13,093 | $11,899 |
| Products and services transferred over time | 14,824 | 13,163 |
| 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, 2024 | December 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
| Effective | Effect on the Financial Statements | ||
| Standard | Description | Date | or Other Significant Matters |
|---|---|---|---|
| ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative | This 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. |
| Effective | Effect on the Financial Statements | ||
| Standard | Description | Date | or Other Significant Matters |
|---|---|---|---|
| ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | The 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, 2024 | The Company is evaluating the impact of this standard on its consolidated financial statements. |
| Effective | Effect on the Financial Statements | ||
| Standard | Description | Date | or Other Significant Matters |
|---|---|---|---|
| ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures | The 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, 2025 | The Company is evaluating the impact of this standard on its consolidated financial statements. |
| Effective | Effect on the Financial Statements | ||
| Standard | Description | Date | or Other Significant Matters |
|---|---|---|---|
| ASU 2024-02, Codification Improvements: Amendments to Remove References to the Concepts Statements | The 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, 2025 | The Company is evaluating the impact of this standard on its consolidated financial statements. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.