Banc of California, Inc.: Form 10-Q for the period ended Sep 30, 2019

The following is management’s discussion and analysis of the major factors that influenced our results of operations and financial condition as of and for the three and nine months ended September 30, 2019. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018 and with the unaudited consolidated financial statements and notes thereto set forth in this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019.

CRITICAL ACCOUNTING POLICIES

The Company's financial statements are prepared in accordance with GAAP and general practices within the banking industry. Within these financial statements, certain financial information contains approximate measurements of financial effects of transactions and impacts at the consolidated statements of financial condition dates and our results of operations for the reporting periods. As certain accounting policies require significant estimates and assumptions that have a material impact on the carrying value of assets and liabilities, the Company has established critical accounting policies to facilitate making the judgment necessary to prepare financial statements. The Company's critical accounting policies are described in Note 1 to Consolidated Financial Statements and in the “Critical Accounting Policies” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and in Note 1 Consolidated Financial Statements (unaudited) included in Part I of this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements Not Yet Adopted: The following are recently issued accounting pronouncements applicable to the Company that have not yet been adopted:

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) ("ASU 2016-13"). This guidance is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this guidance replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to credit loss estimates. This ASU will be effective for fiscal years beginning after December 15, 2019. Early adoption is available for fiscal years beginning after December 15, 2018.

Significant progress has been made in the implementation efforts, which include model development, documentation, and validation; identification of data sources; processes and internal controls; and establishment of formal governing policies and standards. Currently, the Company is conducting parallel runs as well as continuing to review and refine its models and methodologies. Based on current expectations of future economic conditions, the Company expects, upon adoption on January 1, 2020, its allowance for credit losses may increase up to approximately 25 percent from its allowance for credit losses as of September 30, 2019, as disclosed herein, with a large portion of that increase driven by the Company's C&I and CRE portfolios. The actual impact upon adoption will depend on the characteristics of the Company's portfolios which may be affected by events that may occur until that time; macroeconomic conditions and forecasts; and finalized models, methodologies, and other management judgments.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The primary objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to financial statements. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted. The Company plans to adopt the ASU on January 1, 2020. The adoption of ASU 2018-13 is not expected to significantly impact the Company's consolidated financial statements.

Executive Overview

The Company is focused on providing core banking products and services, including customized and innovative banking and lending solutions, designed to cater to the unique needs of California's diverse businesses, entrepreneurs and communities through its 32 full service branches in San Diego, Orange, Santa Barbara, and Los Angeles Counties. Through our 700+ dedicated professionals, the Company is committed to service and building enduring relationships by providing a higher standard of banking. The Company offers a variety of financial products and services designed around its target clients in order to serve all of their banking and financial needs. The Company continues to focus on three main initiatives designed to improve our franchise and profitability on an ongoing basis: reducing our cost of deposits, optimizing the balance sheet to focus on higher-margin products, and appropriately managing down expenses to the size and complexity of the business. Through these efforts, we continue to transform our franchise into a relationship-focused community bank, maintaining our high credit quality and serving businesses, entrepreneurs and individuals within our footprint.

Financial Highlights

For the three months ended September 30, 2019 and 2018, net (loss) income from continuing operations was $(14.1) million and $10.4 million, respectively. Diluted (loss) earnings from continuing operations per common share were $(0.45) and $0.06, respectively, for the three months ended September 30, 2019 and 2018. The decrease in net income from continuing operations for the three months ended September 30, 2019 compared to same period last year is largely the result of a $37.1 million increase in our loan loss provision, primarily attributable to a $35.1 million charge-off and its related impacts, or $0.60 per diluted common share, related to a loan originated in November 2017 to a borrower purportedly the subject of a fraudulent scheme.

Total assets were $8.63 billion at September 30, 2019, a decrease of $2.00 billion from $10.63 billion at December 31, 2018. The decrease was mainly due to the Company’s continued progress towards transitioning to a core commercial banking platform. As part of this transition, the Company is de-emphasizing the production of lower margin loan products and is opportunistically reducing its holdings of certain investment securities.

Significant financial highlights during the three months ended September 30, 2019 included:

• Noninterest-bearing deposits increased $114 million
• Cost of deposits decreased by 14 basis points to 1.48%
• Noninterest expense was $43.3 million
• Executed on the sale of $371 million of low-yielding and long duration mortgage-backed securities, furthering the ability to remix the investment portfolio
• Completed tender offer for $46.0 million of preferred stock, inclusive of premium and accrued dividends
• The total risk-based capital ratio was 14.31% and the tier 1 leverage ratio was 9.84% at the end of the quarter

RESULTS OF OPERATIONS

Condensed Statements of Continuing Operations, Discontinued Operations and Consolidated Operations

The following table presents condensed statements of continuing operations, discontinued operations and consolidated operations for the three and nine months ended September 30, 2018. Operating income for discontinued operations in 2019 was immaterial.

($ in thousands)

49

Net Interest Income

The following table presents interest income, average interest-earning assets, interest expense, average interest-bearing liabilities, and their corresponding yields and costs expressed both in dollars and rates, on a consolidated operations basis, for the three months ended September 30, 2019, June 30, 2019 and September 30, 2018:

($ in thousands)

(1) For the three months ended September 30, 2018, total loans includes average loans and related interest income from discontinued operations. Total loans are net of deferred fees, related direct costs and discounts, but exclude the allowance for loan losses. Non-accrual loans are included in the average balance. Net accretion of deferred loan fees and costs of $323 thousand, $106 thousand and $323 thousand and accretion of discount on purchased loans of $186 thousand, $28 thousand and $20 thousand for the three months ended September 30, 2019, June 30, 2019 and September 30, 2018, respectively, are included in interest income.

(2) Includes average balance of FHLB and other bank stock at cost and average time deposits with other financial institutions.

(3) Includes average balance of bank-owned life insurance of $108.3 million, $107.8 million and $106.1 million for the three months ended September 30, 2019, June 30, 2019 and September 30, 2018, respectively.

(4) Annualized net interest income divided by average interest-earning assets.

The following table presents interest income, average interest-earning assets, interest expense, average interest-bearing liabilities, and their corresponding yields and costs expressed both in dollars and rates, on a consolidated operations basis, for the nine months ended September 30, 2019 and 2018:

($ in thousands)

(1) For the nine months ended September 30, 2018, total loans includes average loans and related interest income from discontinued operations. Total loans are net of deferred fees, related direct costs and discounts, but exclude the allowance for loan losses. Non-accrual loans are included in the average balance. Net (amortization) accretion of deferred loan fees and costs of $(479) thousand and $551 thousand and accretion of discount on purchased loans of $311 thousand and $583 thousand for the nine months ended September 30, 2019 and 2018, respectively, are included in interest income.

(2) Includes average balance of FHLB and other bank stock at cost and average time deposits with other financial institutions.

(3) Includes average balance of bank-owned life insurance of $107.8 million and $105.6 million for the nine months ended September 30, 2019 and 2018, respectively.

(4) Annualized net interest income divided by average interest-earning assets.

Rate/Volume Analysis

The following table presents the changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. Information is provided on changes attributable to: (i) changes in volume multiplied by the prior rate; and (ii) changes in rate multiplied by the prior volume. Changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.

($ In thousands)

(1) For the three and nine months ended September 30, 2018, total loans includes interest income from discontinued operations.

Three Months Ended September 30, 2019 Compared to Three Months Ended June 30, 2019

Net interest income was $58.9 million for the three months ended September 30, 2019, a decrease of $5.9 million, or 9.1 percent, from $64.8 million for the three months ended June 30, 2019. The decrease in net interest income from the prior period was largely due to an overall decrease in average interest earning assets, partially offset by a decrease in average cost of interest-bearing liabilities.

Interest income on total loans was $80.3 million for the three months ended September 30, 2019, a decrease of $8.9 million, or 10.0 percent, from $89.2 million for the three months ended June 30, 2019. The decrease in interest income on loans was primarily due to a $746.4 million decrease in the average balance of total loans and a 5 basis points (bps) decrease in average yield. The decrease in average balance was due mainly to the sale of $573.5 million in multifamily residential loans coupled with loan payments partially offset by loan originations. The decrease in average yield was primarily attributable to variable rate loans repricing in a declining rate environment and lower average balance of higher yielding commercial and industrial loans, partially offset by the settlement of the Freddie Mac multifamily securitization which consisted of lower yielding loans.

Interest income on securities was $10.0 million for the three months ended September 30, 2019, a decrease of $2.4 million, or 19.5 percent, from $12.5 million for the three months ended June 30, 2019. The decrease in interest income on securities was due to a $199.4 million decrease in average balance and a 23 bps decrease in average yield. The decrease in average yield is primarily as a result of the quarterly interest rate resets on our collateralized loan obligations (“CLO”) and the sales of CLOs that occurred during the second quarter of 2019. We sold a significant amount of CLOs during the second quarter, with the full impact of the second quarter sales reflected in the third quarter.

Dividends and interest income on other interest-earning assets was $2.3 million for the three months ended September 30, 2019, a decrease of $78 thousand, or 3.2 percent, from $2.4 million for the three months ended June 30, 2019. The decrease in dividends and interest income on other interest-earning assets was due to a $19.7 million increase in average balance, partially offset by a 27 bps decrease in average yield. The decrease in average yield was mainly due to lower interest rates on deposits with financial institutions. The increase in average balance was mainly due to increases in interest-bearing deposits in financial institutions as a result of sales of investment securities and loans.

Interest expense on interest-bearing deposits was $22.8 million for the three months ended September 30, 2019, a decrease of $5.8 million, or 20.2 percent, from $28.6 million for the three months ended June 30, 2019. The decrease in interest expense on interest-bearing deposits was due to a 11 bps decrease in average cost, coupled with a $981.2 million decrease in average balance. The decrease in our average balance and cost of deposits from the prior quarter primarily resulted from the continued execution of our deposit strategy to focus on relationship-based clients and de-emphasize high-rate transactional customers and brokered certificates of deposit.

Interest expense on FHLB advances was $8.5 million for the three months ended September 30, 2019, an increase of $230 thousand, or 2.8 percent, from $8.3 million for the three months ended June 30, 2019. The increase was due mainly to a $46.6 million increase in average balance for the quarter ended September 30, 2019, offset by a 5 bps decrease in average cost. The decrease in average cost was mainly due to a reduction in average overnight borrowing rates during the quarter ended September 30, 2019. The increase in average balance was mainly due to an increase in use of overnight borrowings.

Interest expense on long term debt and other interest-bearing liabilities was $2.4 million for the three months ended September 30, 2019, an increase of $42 thousand, or 1.8 percent, from $2.4 million for the three months ended June 30, 2019. The average balance and average cost remained relatively flat during the three months ended September 30, 2019 as compared to the previous quarter.

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Net interest income was $58.9 million for the three months ended September 30, 2019, a decrease of $12.4 million, or 17.4 percent, from $71.3 million for the three months ended September 30, 2018. The decrease in net interest income from the prior period was largely due to higher average cost of interest-bearing liabilities outpacing the increase in average yield on interest-earning assets, coupled by a decrease in interest earning assets.

Interest income on total loans was $80.3 million for the three months ended September 30, 2019, a decrease of $4.6 million, or 5.5 percent, from $84.9 million for the three months ended September 30, 2018. The decrease in interest income on loans was primarily due to a $467.1 million decrease in the average balance of total loans offset by a

5 basis points (bps) increase in average yield. The decrease in average balance was due mainly to the aforementioned sale of multifamily residential loans, partially offset by loan originations. The increase in average yield was mainly due to higher interest rates on new loans and loans with variable interest rates increasing due to a higher interest rate environment between periods.

Interest income on securities was $10.0 million for the three months ended September 30, 2019, a decrease of $10.6 million, or 51.3 percent, from $20.6 million for the three months ended September 30, 2018. The decrease in interest income on securities was due to a $1.06 billion decrease in average balance, coupled with an 18 bps decrease in average yield. The decrease in average balance was mainly due to sales of certain longer-duration and fixed-rate mortgage-backed securities, corporate debt securities, collateralized loan obligations and commercial mortgage-backed securities between periods to navigate a volatile rate environment during 2018 and remix of our earning assets from investment securities to higher yielding loans. The decrease in average yield was due to quarterly interest rate resets on our CLOs and the sales of CLOs that occurred during 2019.

Dividends and interest income on other interest-earning assets was $2.3 million for the three months ended September 30, 2019, remaining consistent with the prior period amount. Between periods, there was a 25 bps decrease in average yield, offset by a $27.5 million increase in average balance. The decrease in average yield was mainly due to lower interest rates on deposits with financial institutions. The increase in average balance was mainly due to increases in interest-bearing deposits in financial institutions as a result of sales of investment securities and loans.

Interest expense on interest-bearing deposits was $22.8 million for the three months ended September 30, 2019, a decrease of $2.3 million, or 9.3 percent, from $25.2 million for the three months ended September 30, 2018. The decrease in interest expense on interest-bearing deposits was due to a $1.25 billion decrease in average balance, partially offset by a 20 bps increase in average cost. The increase in average cost was mainly due to a higher interest rate environment between periods. The decrease in average balance primarily related to the use of proceeds from the sale of loans and investments to redeem higher cost brokered certificates of deposits in 2019, coupled with the shift in our deposit strategy to focus on relationship-based customers and de-emphasize high-rate transactional customers.

Interest expense on FHLB advances was $8.5 million for the three months ended September 30, 2019, a decrease of $477 thousand, or 5.3 percent, from $9.0 million for the three months ended September 30, 2018. The decrease was due mainly to a $194.9 million decrease in average balance for the quarter ended September 30, 2019, partially offset by a 20 bps increase in average cost. The increase in average cost was mainly due to a higher interest rate environment between periods. The decrease in average balance was mainly due to reduced term advances, primarily three- to ten-year duration, based on available cash resulting from the Company's sales and calls of investment securities and loans during 2019.

Interest expense on long term debt and other interest-bearing liabilities was $2.4 million for the three months ended September 30, 2019, an increase of $14 thousand from $2.4 million for the three months ended September 30, 2018. The average balance and average cost remained relatively flat during the three months ended September 30, 2019 as compared to the same period last year.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Net interest income was $191.5 million for the nine months ended September 30, 2019, a decrease of $24.4 million, or 11.3 percent, from $215.9 million for the nine months ended September 30, 2018. The decrease in net interest income from the prior period was largely due to higher average cost of interest-bearing liabilities outpacing the increase in average yield on interest-earning assets, coupled with an decrease in interest earning assets.

Interest income on total loans was $260.0 million for the nine months ended September 30, 2019, an increase of $18.5 million, or 7.7 percent, from $241.5 million for the nine months ended September 30, 2018. The increase in interest income on loans was primarily due to a $272.6 million increase in the average balance of total loans and a 16 bps increase in average yield. The increase in average balance was due mainly to increased loan originations, partially offset by loan sales and principal paydowns and payoffs. The increase in average yield was mainly due to higher interest rates on new loans and loans with variable interest rates increasing due to a rising interest rate environment through the first half of 2019.

Interest income on securities was $40.3 million for the nine months ended September 30, 2019, a decrease of $23.4 million, or 36.7 percent, from $63.7 million for the nine months ended September 30, 2018. The decrease in interest income on securities was due to a $936.3 million decrease in average balance, partially offset by a 22 bps increase in average yield. The decrease in average balance was mainly due to sales of certain longer-duration and fixed-rate mortgage-backed securities, corporate debt securities, collateralized loan obligations and commercial mortgage-backed securities between periods to navigate a volatile rate environment during 2018 and remix of our earning assets from investment securities to higher yielding loans. The increase in average yield was due to higher interest rates on purchased investment securities and investment securities with variable interest rates increasing due to a rising interest rate environment between periods.

Dividends and interest income on other interest-earning assets was $7.1 million for the nine months ended September 30, 2019, an increase of $116 thousand, or 1.7%, from $7.0 million for the nine months ended September 30, 2018. The increase in dividends and interest income on other interest-earning assets was due to a 30 bps increase in average yield, partially offset by a $35.3 million decrease in average balance. The increase in average yield was mainly due to higher interest rates on interest-earning deposits with financial institutions from a rising interest rate environment. The decrease in average balance was mainly due to decreases in interest-bearing deposits in financial institutions as a result of sales of investment securities and loans.

Interest expense on interest-bearing deposits was $82.9 million for the nine months ended September 30, 2019, an increase of $20.6 million, or 33.1%, from $62.3 million for the nine months ended September 30, 2018. The increase in interest expense on interest-bearing deposits was due to a 51 bps increase in average cost, partially offset by a $231.2 million decrease in average interest-bearing balances. The increase in average cost was mainly due to the rising interest rate environment between periods. The decrease in average interest-bearing balances was mainly due to shifts within interest-bearing deposit balances from savings and interest-bearing checking accounts to higher yielding certificates of deposit accounts as a result of increasing market interest rates between periods, partially offset by the shift in our deposit strategy to focus on relationship-based customers and de-emphasize high-rate transactional customers.

Interest expense on FHLB advances was $25.9 million for the nine months ended September 30, 2019, a decrease of $38 thousand, or 0.1%, from $25.9 million for the nine months ended September 30, 2018. The decrease was due mainly to a 52 bps increase in average cost, partially offset by a $341.0 million decrease in average balance for the nine months ended September 30, 2019. The increase in average cost was mainly due to a rising interest rate environment. The decrease in average balance was mainly due to reduced term advances, primarily three- to ten-year duration, based on available cash resulting from the Company's sales of investment securities and loans during the nine months ended September 30, 2019.

Interest expense on securities sold under repurchase agreements was $47 thousand for the nine months ended September 30, 2019, a decrease of $961 thousand, or 95.3% from $1.0 million for the nine months ended September 30, 2018. The Company utilized a reduced amount of repurchase agreements during the nine months ended September 30, 2019 as a result of cash received from sales of loans and securities over the past year used to redeem its higher yield borrowings, including securities sold under repurchase agreements.

Interest expense on long term debt and other interest-bearing liabilities was $7.1 million for the nine months ended September 30, 2019, an increase of $45 thousand, or 0.6%, from $7.1 million for the nine months ended September 30, 2018. The average balance and average cost remained relatively flat during the nine months ended September 30, 2019 as compared to the same period last year.

Provision for Loan Losses

The provision for loan losses is charged to operations to adjust the allowance for loan losses to the level required to cover estimated credit losses inherent in the loan and lease portfolio.

The Company recorded a provision for (reversal of) loan losses of $38.5 million and $(2.0) million for the three months ended September 30, 2019 and June 30, 2019, respectively. During the third quarter, the $38.5 million provision for loan losses was primarily attributable to a $35.1 million charge-off of a line of credit originated in November 2017 to a borrower purportedly the subject of a fraudulent scheme. In addition, the charge-off increased the loss factor used in our allowance for loan loss for commercial and industrial loans, resulting in an additional loan loss provision of $3.0 million. On October 22, 2019, in connection with this matter, the Bank filed a complaint in U.S. District Court for the Southern District of California (Case CV '19 02031 GPC KSC) seeking to recover its losses and other monetary damages against Chicago Title Insurance Company and Chicago Title Company, asserting claims under RICO, 18 U.S.C § 1962 and for RICO Conspiracy, Fraud, Aiding and Abetting Fraud, Negligent Misrepresentation, Breach of Fiduciary Duty and Negligence. We are actively considering and pursuing available sources of recovery and other potential means of mitigating the loss; however, no assurance can be given that we will be successful in that regard.

During the third quarter of 2019, the Company undertook an extensive collateral review of all commercial lending relationships $5 million and above not secured by real estate, consisting of 53 loans representing $536 million in commitments. The collateral review focused on security and collateral documentation and confirmation of the Bank's collateral interest. The review was performed within the Bank's Internal Audit division and the work was validated by an independent third party. Our review and outside validation have not identified any other instances of apparent fraud for the credits reviewed or concerns over the existence of collateral held by the Bank or on our behalf at third parties; however, there are no assurances that our internal review and third party validation will be sufficient to identify all such issues.

The Company recorded a provision for loan losses of $38.5 million and $1.4 million, respectively, for the three months ended September 30, 2019 and 2018. The increase in the provision during the three months ended September 30, 2019 compared to same period in 2018 was mainly due to the aforementioned $35.1 million charge-off of a line of credit.

The Company recorded a provision for loan losses of $39.1 million and $23.6 million for the nine months ended September 30, 2019 and 2018, respectively. During the nine months ended September 30, 2019, the provision for loan losses primarily reflects the aforementioned $35.1 million charge-off of a line of credit, an increase of $3.0 million due to an increase in loss factors associated with this charge-off and increases in other qualitative provisions. For the nine months ended September 30, 2018, a provision for loans losses of $23.6 million was recorded, inclusive of $13.9 million on a line of credit determined to have been fraudulently obtained and an increase of $881 thousand in provision due to a downgrade of a commercial and industrial loan with a carrying value of $23.8 million from Special Mention to Substandard due to credit deterioration, as well as an increase in loan balances during the nine months ended September 30, 2018.

See further discussion in "Allowance for Loan Losses."

Noninterest Income (Loss)

The following table presents the breakdown of non-interest (loss) income for the periods indicated:

($ in thousands)

Three Months Ended September 30, 2019 Compared to Three Months Ended June 30, 2019

Noninterest income (loss) was $3.2 million for the three months ended September 30, 2019, an increase of $5.5 million, or 238.9 percent, from $(2.3) million for the three months ended June 30, 2019. The increase in noninterest income was primarily due to increases in net gain on sale of loans and other income of $1.5 million and $9.6 million, respectively, between periods. These increases were partially offset by net losses on the sale of investment securities totaling $5.1 million and impairment loss on investment securities of $731 thousand for the three months ended September 30, 2019.

Net loss on sale of securities available-for-sale was $5.1 million for the three months ended September 30, 2019, compared to no gains for the three months ended June 30, 2019. The Company sold securities available-for-sale of $380.9 million and $279.5 million, respectively, during the three months ended September 30, 2019 and June 30, 2019. During the three months ended September 30, 2019, the Company sold $380.9 million in agency residential mortgage-backed securities. In addition, $731 thousand of other-than-temporary impairment was recognized on the remaining $40.4 million MBS portfolio and reflected in impairment loss on investment securities in the accompanying consolidated statements of operations.

Net gain on sale of loans was $4.3 million for the three months ended September 30, 2019, compared to $2.8 million for the three months ended June 30, 2019. During the three months ended September 30, 2019, the Company sold $573.5 million of multifamily residential loans resulting in a net gain of $5.1 million. During the three months ended June 30, 2019, the Company sold jumbo SFR mortgage loans of $131.5 million resulting in a gain of $125 thousand and $178.2 million of multifamily residential loans resulting in a gain of $2.9 million.

Other income (loss) was $2.4 million for the three months ended September 30, 2019, compared to $(7.3) million for the three months ended June 30, 2019. The $9.6 million increase is primarily attributable to the previous quarter including a $9.6 million realized loss on interest rate swaps related to the aforementioned Freddie Mac multifamily securitization which was completed during the third quarter of 2019. The Company realized a gross gain in fair value of the associated loans sold into the securitization of $8.9 million, which is included in net gain on sale of loans.

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Noninterest income was $3.2 million for the three months ended September 30, 2019, a decrease of $1.6 million, or 34.1 percent, from $4.8 million for the three months ended September 30, 2018. The decrease in noninterest income during the three months ended September 30, 2018 was mainly due to an impairment loss on investment securities of $731 thousand and a decrease in net gain on sale of investment securities of $5.1 million, partially offset by a $4.0 million increase in net gain on sale of loans.

Loan servicing income was $128 thousand for the three months ended September 30, 2019, a decrease of $311 thousand, or 70.8 percent, from $439 thousand for the three months ended September 30, 2018. The decrease between periods is attributable to reductions in serviced balances between the periods. Servicing fees were $287 thousand and $472 thousand for the three months ended September 30, 2019 and 2018, respectively. Additionally, servicing fee were offset by losses on fair value and runoff of servicing assets were $159 thousand and $33 thousand for the three months ended September 30, 2019 and 2018, respectively.

Net loss on sale of securities available-for-sale was $5.1 million for the three months ended September 30, 2019, compared to $13 thousand for the three months ended September 30, 2018. The Company sold agency mortgage-backed securities available-for-sale of $380.9 million and $25.3 million, respectively, during the three months ended September 30, 2019 and 2018. In addition, $731 thousand of other-than-temporary impairment was recognized on the remaining $40.4 million MBS portfolio and reflected in impairment loss on investment securities in the accompanying consolidated statements of operations. The Company sold securities available-for-sale of $25.3 million during the three months ended September 30, 2018 as it further repositioned its securities available-for-sale portfolio to reduce duration by selling longer-duration and fixed rate mortgage-backed securities.

Net gain on sale of loans was $4.3 million for the three months ended September 30, 2019, compared to $279 thousand for the three months ended September 30, 2018. During the three months ended September 30, 2019, the Company sold $573.5 million of multifamily residential loans resulting in a gross gain of $8.9 million. During the three months ended September 30, 2018, the Company sold jumbo SFR mortgage loans of $23.6 million with a gain of $229 thousand, and SBA loans of $1.0 million with a gain of $50 thousand.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Noninterest income was $7.2 million for the nine months ended September 30, 2019, a decrease of $14.3 million, or 66.5 percent, from $21.5 million for the nine months ended September 30, 2018. The decrease in noninterest income was mainly due to a $10.4 million decrease in net (loss) gain on the sale of investment securities, coupled with a $10.0 million decrease in other income (loss), partially offset by an increase in net gain on sale of loans of $7.6 million between periods.

Loan servicing income was $367 thousand for the nine months ended September 30, 2019, a decrease of $3.3 million, or 90.1 percent, from $3.7 million for the nine months ended September 30, 2018. The decrease between periods is attributable to the sale during the nine months ended September 30, 2018 of $28.5 million of mortgage servicing rights on $3.55 billion in unpaid principal balances of conventional mortgage loans. Servicing fees were $917 thousand and $4.6 million for the nine months ended September 30, 2019 and 2018, respectively. Offsetting these servicing fees were losses on fair value changes and runoff of servicing assets were $550 thousand and $914 thousand for the nine months ended September 30, 2019 and 2018, respectively.

Net (loss) gain on sale of securities available-for-sale was $(4.9) million for the nine months ended September 30, 2019, compared to $5.5 million for the nine months ended September 30, 2018. The Company sold securities available-for-sale of $1.16 billion and $406.8 million, respectively, during the nine months ended September 30, 2019 and 2018. Included in the $1.16 billion in securities available for sale sold during the nine months ended September 30, 2019 was $132.2 million of non-agency commercial mortgage-backed securities that were sold for a gain of $9 thousand. During the nine months ended September 30, 2019, the Company sold $385.8 million in agency mortgage-backed securities, resulting in a loss of $5.0 million. In addition, $731 thousand of other-than-temporary impairment was recognized on the remaining $40.4 million MBS portfolio and reflected in impairment loss on investment securities in the accompanying consolidated statements of operations. Additionally, during the nine months ended September 30, 2019, the Company continued to reduce its collateralized loan obligations exposure by selling $644.5 million of these investments resulting in a gain of $143 thousand.

Net gain on sale of loans was $8.7 million for the nine months ended September 30, 2019, compared to $1.1 million for the nine months ended September 30, 2018. During the nine months ended September 30, 2019, the Company sold jumbo SFR mortgage loans of $374.8 million resulting in a gain of $1.6 million and $751.6 million of multifamily residential loans resulting in a gain of $7.3 million. During the nine months ended September 30, 2018, the Company sold jumbo SFR mortgage loans of $158.9 million with a loss of $408 thousand, SBA loans of $6.3 million with a gain of $480 thousand and multifamily and other consumer loans of $75.7 million with a gain of $171 thousand.

Net loss on sale of mortgage servicing rights was zero for the nine months ended September 30, 2019, compared to $2.4 million for the nine months ended September 30, 2018. During the nine months ended September 30, 2018, the Company sold $28.5 million of MSRs on $3.55 billion in unpaid principal balances of conventional mortgage loans. These transactions resulted in a net loss on sale of MSRs of $2.4 million, primarily related to transaction costs, provision for early repayments of loans and expected repurchase obligations under standard representations and warranties. There were no sales of MSRs during the nine months ended September 30, 2019.

Other (loss) income was $(2.5) million for the nine months ended September 30, 2019, compared to $7.5 million for the nine months ended September 30, 2018. The $10.0 million decrease is primarily attributable to the aforementioned $9.6 million realized loss on interest rate swaps related to the Freddie Mac multifamily securitization which was completed during the third quarter of 2019. The Company realized a gross gain on fair value of the associated loans sold into the securitization of $8.9 million, which is included in net gain on sale of loans.

Noninterest Expense

The following table presents the breakdown of noninterest expense for the periods indicated:

($ in thousands)

Three Months Ended September 30, 2019 Compared to Three Months Ended June 30, 2019

Noninterest expense was $43.3 million for the three months ended September 30, 2019, a decrease of $280 thousand, or 0.6 percent, from $43.6 million for the three months ended June 30, 2019. The decrease was mainly due to decreases in salaries and employee benefits, regulatory assessments, (gain) loss on investments in alternative energy partnerships and other expenses, partially offset by increases in professional fees (reimbursement).

Salaries and employee benefits expense was $25.9 million for the three months ended September 30, 2019, a decrease of $1.6 million, or 5.7 percent, from $27.5 million for the three months ended June 30, 2019. The decrease was mainly due to decreases in number of employees, incentives and commissions, and temporary staff expenses.

Professional fees (reimbursement) were $1.5 million for the three months ended September 30, 2019, an increase of $4.4 million, or 150.4 percent, from $(2.9) million for the three months ended June 30, 2019. The increase was primarily attributable to reductions in insurance recoveries net of expenses related to securities litigation, indemnification, investigation and other legal expenses in the third quarter of $2.6 million as compared to $6.2 million in the prior quarter.

Regulatory assessments were $1.2 million for the three months ended September 30, 2019, a decrease of $897 thousand, or 42.0 percent, from $2.1 million for the three months ended June 30, 2019. The decrease was mainly due to an FDIC small bank assessment credit.

All other expenses decreased $1.3 million or 29.1 percent between periods, primarily as a result of reductions in other loan-related expenses and charges related to capitalized software projects during the three months ended September 30, 2019 as compared to the previous quarter.

Gain on investments in alternative energy partnerships was $940 thousand for the three months ended September 30, 2019, an increase of $585 thousand, from a gain of $355 thousand for the three months ended June 30, 2019. The increase in gains between periods was mainly due to decreased loss sharing allocations and resulting lower HLBV losses.

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Noninterest expense was $43.3 million for the three months ended September 30, 2019, a decrease of $17.6 million, or 28.9 percent, from $60.9 million for the three months ended September 30, 2018. The decrease was mainly due to decreases in professional fees (reimbursement), advertising, regulatory assessments, restructuring (reversal) expenses, and all other expense, partially offset by increases in salaries and employee benefits.

Salaries and employee benefits expense was $25.9 million for the three months ended September 30, 2019, an increase of $1.1 million, or 4.4 percent, from $24.8 million for the three months ended September 30, 2018. The increase was mainly due to increases in compensation, offset by reductions in contract labor and less salary deferrals based on lending activity.

Professional fees (reimbursement) were $1.5 million for the three months ended September 30, 2019, a decrease of $10.5 million, or 87.8 percent, from $12.0 million for the three months ended September 30, 2018. The decrease was mainly due to an increase in insurance recoveries for legal expenses related to the SEC investigation and various other litigation between periods.

Advertising costs were $2.1 million for the three months ended September 30, 2019, a decrease of $1.1 million, or 33.7 percent, from $3.2 million for the three months ended September 30, 2018. The decrease was mainly due to overall reductions in advertising expenses between periods due to a focus on digital rather than traditional marketing. Advertising costs include $1.7 million of the LAFC naming rights commitment during both the three months ended September 30, 2019 and 2018.

Regulatory assessments were $1.2 million for the three months ended September 30, 2019, a decrease of $899 thousand, or 42.0 percent, from $2.1 million for the three months ended September 30, 2018. The decrease was mainly due to an FDIC small bank assessment credit..

For the three months ended September 30, 2019, there were no restructuring (reversal) expenses. The comparable 2018 period included severance-related costs of $553 thousand as a result of the reduction in force by approximately 9% of total staffing.

(Gain) loss on investments in alternative energy partnerships was $(940) thousand for the three months ended September 30, 2019, a decrease in loss of $3.4 million, from a loss of $2.5 million for the three months ended September 30, 2018. The decrease in loss was mainly due to decreased loss sharing allocations and resulting lower HLBV losses.

All other expense was $3.3 million for the for the three months ended September 30, 2019, a decrease of $1.1 million, or 24.7 percent, from $4.4 million for the three months ended September 30, 2018. The decrease was mainly due to overall expense reductions from the Company's effort to manage its expenses on supplies, business travel, and other administrative expenditures, and insurance recoveries from previous accrued legal settlement expense, offset by impairment of capitalized software and an increase in provision for unfunded commitments.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Noninterest expense was $148.7 million for the nine months ended September 30, 2019, a decrease of $34.5 million, or 18.8 percent, from $183.2 million for the nine months ended September 30, 2018. The decrease was mainly due to decreases in salaries and employee benefits, professional fees (reimbursement), outside services, advertising, regulatory assessments, amortization of intangible assets, restructuring expense, all other expense and loss on investments in alternative energy partnerships, partially offset by a reduction in reversal of provision for loan repurchases.

Salaries and employee benefits expense was $81.9 million for the nine months ended September 30, 2019, a decrease of $3.5 million, or 4.1 percent, from $85.4 million for the nine months ended September 30, 2018. The decrease was mainly due to decreases in number of employees, commissions, and temporary staff expenses.

Professional fees were $9.6 million for the nine months ended September 30, 2019, a decrease of $17.8 million, or 65.0 percent, from $27.4 million for the nine months ended September 30, 2018. Professional fees include $22.9 million of insurance recoveries related to securities litigation, indemnification, investigation and other legal expenses during the 2019 period, compared to $8.2 million during 2018.

Outside service fees were $1.4 million for the nine months ended September 30, 2019, a decrease of $2.5 million, or 63.9 percent, from $3.9 million for the nine months ended September 30, 2018. The decrease was primarily due to lower loan subservicing costs incurred during the nine months ended September 30, 2019 as a result of the aforementioned sale of mortgage servicing rights on $3.55 billion in unpaid principal balances of conventional mortgage loans during the comparable 2018 period.

Advertising costs were $6.2 million for the nine months ended September 30, 2019, a decrease of $3.1 million, or 33.3 percent, from $9.3 million for the nine months ended September 30, 2018. The decrease was mainly due to overall reductions in advertising expenses between periods due to a focus on digital rather than traditional marketing. Advertising costs include $5.0 million of the LAFC naming rights commitment during both the nine months ended September 30, 2019 and 2018.

Regulatory assessments were $5.9 million for the nine months ended September 30, 2019, a decrease of $569 thousand, or 8.9 percent, from $6.4 million for the nine months ended September 30, 2018. The decrease was mainly due to a an FDIC small bank assessment credit.

Reversal of provision for loan repurchases was $300 thousand and $2.4 million for the nine months ended September 30, 2019 and 2018, respectively. The decrease was mainly due to the aforementioned sale of mortgage servicing rights on $3.55 billion in unpaid principal balances of conventional mortgage loans and reduced repurchase settlement activities as well as methodology and data enhancements that occurred during 2018.

Restructuring expense was $2.6 million for the nine months ended September 30, 2019 and consisted of severance and retention costs associated with the Company's exit from its third-party mortgage origination and brokered single family lending business and CEO transition during the first quarter of 2019. For the nine months ended September 30, 2018, restructuring expense was $4.5 million and consisted of severance-related costs in the second and third quarters of 2018 of $4.5 million as a result of the reduction in force.

All other expenses were $10.9 million for the nine months ended September 30, 2019, a decrease of $2.1 million, or 15.8 percent, from $13.0 million for the nine months ended September 30, 2018. The decrease was mainly due to overall expense reductions from the Company's effort to manage its expenses on supplies, business travel, directors' fees and other administrative expenditures, a decrease in provision for unfunded loan commitments, and insurance recoveries from previous accrued legal settlement expense.

Loss on investments in alternative energy partnerships was $655 thousand for the nine months ended September 30, 2019, a decrease of $3.6 million, from $4.3 million for the nine months ended September 30, 2018. The decrease in loss was mainly due to decreased loss sharing allocations and resulting lower HLBV losses.

Income Tax Expense

For the three months ended September 30, 2019, June 30, 2019 and September 30, 2018, income tax (benefit) expense, on a consolidated operations basis was $(5.6) million, $4.3 million and $3.6 million, respectively, and the effective tax rate was 28.4 percent, 20.6 percent and 24.3 percent, respectively. During the third quarter of 2019, we had a pre-tax net loss of $19.8 million, resulting in approximately 13% reduction in the projected annual effective tax rate. For the full year, we expect our tax rate to normalize closer to 11%. The lower effective tax rate of 11% is primarily driven by the loss the Company incurred and we expect the rate to normalize closer to 20% in 2020.

For the nine months ended September 30, 2019 and 2018, income tax expense (benefit), on a consolidated operation basis, was $1.4 million and $(102) thousand, respectively, and the effective tax rate was 12.9 percent and (0.3) percent, respectively. The increase in income tax expense and effective tax rate for the nine months ended September 30, 2019, primarily relates to the significant reduction in tax credits received by the Company on investments in alternative energy partnerships.

The Company uses the flow-through income statement method to account for the annual investment tax credits forecasted to be earned on the solar investments in the Company’s annual Effective Tax Rate. Under this method, 50% of the annual forecasted investment tax credits are recognized as a reduction to income tax expense and the initial book-tax difference in the basis of the investments are recognized as additional tax expense as of September 30, 2019.

For additional information, see Note 10 to Consolidated Financial Statements included in Part I of this Quarterly Report on Form 10-Q.

FINANCIAL CONDITION

Investment Securities

At September 30, 2019, all of the Company’s investment securities were classified as available-for-sale.

The primary goal of our investment securities portfolio is to provide a relatively stable source of interest income while satisfactorily managing risk, including credit risk, reinvestment risk, liquidity risk and interest rate risk. Certain investment securities provide a source of liquidity as collateral for FHLB advances, repurchase agreements, certain public funds deposits, and for Federal Reserve Discount Window availability.

The following table presents the amortized cost, fair value and unrealized gain (loss) of the investment securities portfolio as of the dates indicated:

($ in thousands)

Securities available-for-sale were $775.7 million at September 30, 2019, a decrease of $1.22 billion, or 61.1 percent, from $1.99 billion at December 31, 2018. The decrease was mainly due to sales of $1.16 billion, calls and payoffs of $38.1 million, principal payments of $35.3 million and decrease in net unrealized losses of $20.9 million.

As of December 31, 2018, the Company changed its intent and decided to sell its non-agency commercial mortgage-backed securities in an unrealized loss position due to its strategy to reposition its securities profile and recognized $3.3 million of OTTI losses during the fourth quarter of 2018. During the first quarter of 2019, the Company completed the sale of its non-agency commercial mortgage-backed securities totaling $132.2 million.

During the nine months ended September 30, 2019, the Company continued to reduce its CLO exposure by selling $644.5 million of these investments resulting in $143 thousand gain. The net proceeds from the sale of securities and the run-off in CLOs were used to redeem $1.49 billion of high cost brokered deposits and pay down $130.0 million of higher yielding FHLB advances. Additionally, during the three and nine months ended September 30, 2019, the Company sold $380.9 million and $385.8 million, respectively, in MBS resulting in a loss of $5.1 million and $5.0 million, respectively. The remaining balance of MBS are expected to be sold in the fourth quarter of 2019 with all of the MBS sale proceeds expected to be reinvested into a mix of security classes, resulting in an overall shorter duration for the portfolio. During the three and nine months ended September 30, 2019, the Company recorded OTTI for its remaining portfolio of 9 MBS of $731 thousand and $731 thousand, respectively. The OTTI was recognized as a result of the Company's ongoing strategic decision to liquidate this longer duration portfolio.

CLOs totaled $748.6 million and $1.43 billion in amortized cost basis at September 30, 2019 and December 31, 2018 respectively. CLOs are floating rate debt securities backed by pools of senior secured commercial loans to a diverse group of companies across a broad spectrum of industries. Underlying loans are generally secured by a company’s assets such as inventory, equipment, property, and/or real estate. CLOs are structured to diversify exposure to a broad sector of industries. The payments on these commercial loans support interest and principal on the CLOs across classes that range from AAA rated to equity tranches. The Company believes that its CLO portfolio, consisting entirely of variable rate securities, supports the Company’s interest rate risk management strategy by lowering the extension risk and duration risk inherent to certain fixed rate investment securities. At September 30, 2019, the Company owned AAA and AA rated CLOs and did not own CLOs rated below AA. As all CLOs are also rated above investment grade credit ratings and were diversified across issuers, the Company believes that these CLOs enhance the Company's liquidity position. The Company also maintains pre-purchase due diligence and ongoing review processes by a dedicated credit administration team. The ongoing review process includes monitoring of performance factors including external credit ratings, collateralization levels, collateral concentration levels and other performance factors. The Company only acquires CLOs that it believes are Volcker Rule compliant.

The Company did not record OTTI for any other investment securities for the three and nine months ended September 30, 2019 or 2018. The Company monitors its securities portfolio to ensure it has adequate credit support. As of September 30, 2019, the Company believed there was no further OTTI and did not have the intent to sell securities with fair value below amortized cost at September 30, 2019. The Company considers the lowest credit rating for identification of potential OTTI. As of September 30, 2019, all of the Company's investment securities in an unrealized loss position received an investment grade credit rating. As part of the OTTI analysis performed, the Company believes the CLO securities are not OTTI, and the fair value is predominantly driven by interest rates.

The following table presents the composition of the repricing and yield information of the investment securities portfolio as of September 30, 2019:

($ in thousands)

63

Loans Held-for-Sale

Total loans held-for-sale on a consolidated operations basis were $23.9 million and $27.6 million, respectively, at September 30, 2019 and December 31, 2018.

During the second quarter of 2019, the Company transferred $573.9 million in multifamily loans from loans held-for-investment to loans held-for-sale, carried at lower of cost or fair value, related to our Freddie Mac multifamily securitization which was completed during the third quarter of 2019. The loans included in the securitization had a weighted average coupon of 3.79% and a weighted average term to initial reset of 3.5 years. The related mortgage servicing rights were also sold.

The Company realized a gross gain on fair value of the loans sold into the securitization of $8.9 million, offset by a $9.6 million loss from interest rate swap agreements entered into in order to offset variability in the fair value of the securitized loans as a result of changes in market interest rates. The $8.9 million gross gain was recognized during the three months ended September 30, 2019 when the securitization settled, while the corresponding loss, as previously disclosed, was recognized during the three months ended June 30, 2019 because the interest rate swap agreements were entered into during May 2019 in preparation for the securitization.

As of September 30, 2019, loans held-for-sale carried at fair value, with a balance of $23.9 million, consisted of mainly repurchased conforming SFR mortgage loans that were previously sold. As of December 31, 2018, loans held-for-sale carried at fair value were mainly repurchased conforming SFR mortgage loans that were previously sold and loans previously sold to GNMA that were delinquent more than 90 days and subject to a repurchase option by the Company. Loans held-for-sale carried at fair value on a consolidated operations basis were $23.9 million and $27.2 million at September 30, 2019 and December 31, 2018, respectively. The $3.2 million, or 11.9 percent, decrease was mainly due to sales and payoffs of $4.9 million, repurchases of $1.9 million and a transfer of one loan, totaling $276 thousand, to other real estate owned, which is included in Other Assets in the Company's Consolidated Statements of Financial Condition.

Loans held-for-sale carried at fair value, as a result of the sale of the Company's Banc Home Loans division (Refer to Note 2 - Sale of Business Unit (Discontinued Operations)), that are included Assets of Discontinued Operations on the Consolidated Statements of Financial Condition totaled zero and $19.5 million at September 30, 2019 and December 31, 2018, respectively.

Loans Receivable, Net

The following table presents the composition of the Company’s loan and lease portfolio as of the dates indicated:

($ in thousands)

(1) Total loans include deferred loan origination costs/(fees) and premiums/(discounts), net of $15.3 million and $17.7 million, respectively, at September 30, 2019 and December 31, 2018.

During the three and nine months ended September 30, 2019, the Company sold $144 thousand and $374.8 million, respectively, in single family residential loans, resulting in a (loss) gain of $(150) thousand and $1.6 million, respectively.

During the three and nine months ended September 30, 2019, the Company sold $573.5 million of multifamily residential loans resulting in a gross gain of $8.9 million.

Non-Traditional Mortgage Portfolio ("NTM")

The Company’s NTM portfolio is comprised of three interest only products: Green Loans, Interest Only loans and a small number of additional loans with the potential for negative amortization. As of September 30, 2019 and December 31, 2018, the NTM portfolio totaled $653.5 million, or 10.2 percent of the total gross loan portfolio, and $826.7 million, or 10.7 percent of the total gross loan portfolio, respectively. The total NTM portfolio decreased by $173.3 million, or 21.0 percent. during the nine months ended September 30, 2019. The decrease was primarily due to paydowns and amortization of $215.6 million, partially offset by originations of $57.8 million.

The initial credit guidelines for the NTM portfolio were established based on the borrower's Fair Isaac Corporation (FICO) score, LTV ratio, property type, occupancy type, loan amount, and geography. Additionally, from an ongoing credit risk management perspective, the Company has determined that the most significant performance indicators for NTMs are LTV ratios and FICO scores. The Company reviews the NTM loan portfolio periodically, which includes refreshing FICO scores on the Green Loans and HELOCs and ordering third party automated valuation models (AVMs) to confirm collateral values.

Green Loans

The Company discontinued the origination of Green Loan products in 2011. Green Loans are SFR first and second mortgage lines of credit with a linked checking account that allows all types of deposits and withdrawals to be performed. The loans are generally interest only with a 15-year balloon payment due at maturity. The Company initiated the Green Loan products in 2005 and proactively refined underwriting and credit management practices and credit guidelines in response to changing economic environments, competitive conditions and portfolio performance. The Company continues to manage credit risk, to the extent possible, throughout the borrower’s credit cycle.

Green Loans totaled $61.8 million at September 30, 2019, a decrease of $8.3 million, or 11.8 percent from $70.1 million at December 31, 2018, primarily due to reductions in principal balances and payoffs. At September 30, 2019 and December 31, 2018, $286 thousand and zero, respectively, of the Company’s Green Loans were non-performing. As a result of their unique payment feature, Green Loans possess higher credit risk due to the potential of negative amortization; however, management believes the risk is mitigated through the Company’s loan terms and underwriting standards, including its policies on loan-to-value ratios and the Company’s contractual ability to curtail loans when the value of underlying collateral declines.

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

Credit guidelines for Green Loans were established based on borrower FICO scores, property type, occupancy type, loan amount, and geography. Property types include single family residences and second trust deeds where the Company held the first liens, owner occupied as well as non-owner occupied properties. The Company utilized its underwriting guidelines for first liens to underwrite the Green Loan secured by second trust deeds as if the combined loans were a single Green Loan. For all Green Loans, the loan income was underwritten using either full income documentation or alternative income documentation.

The following table presents the Company’s Green Loans first lien portfolio at September 30, 2019 by FICO scores that were obtained during the quarter ended September 30, 2019, compared to the FICO scores for those same loans that were obtained during the quarter ended June 30, 2019:

($ in thousands)

65

Interest Only Loans

Interest only loans are primarily SFR mortgage loans with payment features that allow interest only payments in initial periods before converting to a fully amortizing loan. Interest only loans totaled $588.6 million at September 30, 2019, a decrease of $164.5 million, or 21.8 percent, from $753.1 million at December 31, 2018. The decrease was primarily due to paydowns and amortization of $206.8 million, partially offset by originations of $57.8 million. As of September 30, 2019 and December 31, 2018, $827 thousand and $0, respectively, of the interest only loans were non-performing.

Loans with the Potential for Negative Amortization

Negative amortization loans other than Green Loans totaled $3.1 million at September 30, 2019, a decrease of $466 thousand, or 13.2 percent, from $3.5 million as of December 31, 2018. The Company discontinued origination of negative amortization loans in 2007. At September 30, 2019 and December 31, 2018, none of the loans that had the potential for negative amortization were non-performing. These loans pose a potentially higher credit risk because of the lack of principal amortization and potential for negative amortization; however, management believes the risk is mitigated through the loan terms and underwriting standards, including the Company’s policies on loan-to-value ratios.

NTM Loan Credit Risk Management

The Company performs detailed reviews of collateral values on loans collateralized by residential real property including its NTM portfolio based on appraisals or estimates from third party AVMs to analyze property value trends periodically. AVMs are used to identify loans that have experienced potential collateral deterioration. Once a loan has been identified that may have experienced collateral deterioration, the Company will obtain updated drive by or full appraisals in order to confirm the valuation. This information is used to update key monitoring metrics such as LTV ratios. Additionally, FICO scores are obtained in conjunction with the collateral analysis. In addition to LTV ratios and FICO scores, the Company evaluates the portfolio on a specific loan basis through delinquency and portfolio charge-offs to determine whether any risk mitigation or portfolio management actions are warranted. The borrowers may be contacted as necessary to discuss material changes in loan performance or credit metrics.

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

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

As a result, the Company proactively manages the portfolio by performing a detailed analysis with emphasis on the non-traditional mortgage portfolio. The Company’s Management Credit Committee (MCC) conducts regular meetings to review the loans classified as special mention, substandard, or doubtful and determines whether suspension of the line or reduction in the credit limit is warranted. If the line has been suspended and the borrower would like to have their credit privileges reinstated, they would need to provide updated financials showing their ability to meet their payment obligations. From the most recent review completed during the three months ended September 30, 2019, the Company made no curtailment in available commitments on Green Loans.

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

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

Loan-to-Value Ratio

LTV ratio represents estimated current loan to value ratio, determined by dividing current unpaid principal balance by latest estimated property value received per the Company policy. The table below represents the Company’s single family residential NTM first lien portfolio by LTV ratios as of the dates indicated:

($ in thousands)

67

Non-Performing Assets

The following table presents a summary of total non-performing assets, excluding loans held-for-sale, as of the dates indicated:

($ in thousands)

(1) Excluded from non-performing loans

Loans are generally placed on non-accrual status when they become 90 days past due, unless management believes the loan is well secured and in the process of collection. Past due loans may or may not be adequately collateralized, but collection efforts are continuously pursued. Loans may be restructured by management when a borrower experiences changes to their financial condition, causing an inability to meet the original repayment terms, and where we believe the borrower will eventually overcome those circumstances and repay the loan in full.

Additional income of approximately $509 thousand and $1.2 million would have been recorded during the three and nine months ended September 30, 2019, respectively, had these loans been paid in accordance with their original terms throughout the periods indicated.

During the nine months ended September 30, 2019, non-accrual loans increased $23.6 million due to certain single family residential, SBA and construction loans being placed on non-accrual status. During the nine months ended September 30, 2019, the provision for loan losses reflects the impact of the aforementioned $35.1 million charge-off of a line of credit originated in November 2017 to a borrower purportedly the subject of a fraudulent scheme. In addition, the charge-off increased the loss factor used in our allowance for loan loss for commercial and industrial loans, resulting in an additional loan loss provision of $3.0 million. The provision for loan losses during the nine months ended September 30, 2019 also reflects a $37.7 million increase in special mention, substandard and doubtful loans, coupled with increases in delinquencies and nonperforming loans offset by the $1.36 billion reduction in the pass-rated portfolio balances and overall decreases in average loan balances as a result of sales since December 31, 2018.

Troubled Debt Restructurings

Loans that the Company modifies or restructures where the debtor is experiencing financial difficulties and makes a concession to the borrower in the form of changes in the amortization terms, reductions in the interest rates, the acceptance of interest only payments and, in limited cases, reductions in the outstanding loan balances are classified as troubled debt restructurings (“TDRs”). TDRs are loans modified for the purpose of alleviating temporary impairments to the borrower’s financial condition. A workout plan between a borrower and the Company is designed to provide a bridge for the cash flow shortfalls in the near term. If the borrower works through the near term issues, in most cases, the original contractual terms of the loan will be reinstated.

At September 30, 2019 and December 31, 2018, the Company had 23 and 13 loans, respectively, with an aggregate balance of $21.4 million and $8.0 million, respectively, classified as TDRs. When a loan becomes a TDR, the Company ceases accruing interest, and classifies it as non-accrual until the borrower demonstrates that the loan is again performing. The increase in TDRs during the three months ended September 30, 2019 was primarily due to one commercial and industrial relationship.

At September 30, 2019, of the 23 loans classified as TDRs, 13 loans totaling $6.8 million were making payments according to their modified terms and were less than 90 days delinquent under the modified terms and, as such, were on accruing status. At December 31, 2018, of the 13 loans classified as TDRs, 12 loans totaling $5.7 million were making payments according to their modified terms and were less than 90 days delinquent under the modified terms and, as such, were on accruing status.

Allowance for Loan Losses

The Company maintains an ALLL to absorb probable incurred losses inherent in the loan portfolio at the balance sheet date. The ALLL is based on an ongoing assessment of the estimated probable losses inherent in the loan portfolio. In evaluating the level of the ALLL, management considers the types of loans and the amount of loans in the portfolio, peer group information, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This methodology takes into account many factors, including the Company’s own historical and peer loss trends, loan-level credit quality ratings, loan specific attributes along with a review of various credit metrics and trends. The process involves subjective as well as complex judgments. In addition, the Company uses adjustments for numerous factors including those found in the federal banking agencies' joint Interagency Policy Statement on ALLL, which include current economic conditions, loan seasoning, underwriting experience, and collateral value changes among others. The Company evaluates all impaired loans individually using guidance from ASC 310 primarily through the evaluation of cash flows or collateral values.

The following table provides a summary of the allocation of the ALLL by loan category as well as loans receivable for each category as of the dates indicated:

($ in thousands)

The following table presents the ALLL allocation among loan origination types as of the dates indicated:

($ in thousands)

69

The following table provides information regarding activity in the ALLL during the periods indicated:

($ in thousands)

During the three and nine months ended September 30, 2019, net charge-offs were $35.1 million and $38.3 million, respectively compared to $306 thousand and $15.1 million, respectively, during the comparable 2018 periods. Included in net charge-offs during the three months ended September 30, 2019 was the aforementioned $35.1 million charge-off of a line of credit originated in November 2017 to a borrower purportedly the subject of a fraudulent scheme. In addition, the charge-off increased the loss factor used in our allowance for loan loss for commercial and industrial loans, resulting in an additional loan loss provision of $3.0 million. On October 22, 2019, in connection with this matter, the Bank filed a complaint in U.S. District Court for the Southern District of California (Case CV '19 02031 GPC KSC) seeking to recover its losses and other monetary damages against Chicago Title Insurance Company and Chicago Title Company, asserting claims under RICO, 18 U.S.C § 1962 and for RICO Conspiracy, Fraud, Aiding and Abetting Fraud, Negligent Misrepresentation, Breach of Fiduciary Duty and Negligence. We are actively considering and pursuing available sources of recovery and other potential means of mitigating the loss; however, no assurance can be given that we will be successful in that regard. Also included in charge-offs for the nine months ended September 30, 2019 was a $2.0 million charge-off related to a commercial and industrial loan.

During the third quarter of 2019, the Company undertook an extensive collateral review of all lending relationships $5 million and above not secured by real estate, consisting of 53 loans representing $536 million in commitments. The collateral review focused on security and collateral documentation and confirmation of the bank's collateral interest. The review was performed within the bank's Internal Audit division and the work was validated by an independent third party. While the review and outside validation is not yet complete, to date, we have not identified any other instances of apparent fraud for the credits reviewed or concerns over the existence of collateral held by the bank or on our behalf at third parties; however, there are no assurances that our internal review and third party validation will be sufficient to identify all such issues.

During the nine months ended September 30, 2018, the Company recorded a charge-off of $13.9 million, which reflected the outstanding balance under a $15.0 million line of credit that was originated during the three months ended March 31, 2018. Subsequent to the granting of the line of credit, representations from the borrower in applying for the line of credit were determined by the Bank to be false, and bank account statements provided by the borrower to secure the line of credit were found to be fraudulent. The line of credit was granted after the borrower appeared to have satisfied a pre-condition that the line of credit be fully cash collateralized and secured by a bank account at a third party financial institution pledged to the Bank. As part of the Bank’s credit review and portfolio management process, the line of credit and disbursements were reviewed subsequent to closing and compliance with the borrower’s covenants was monitored. As part of this process, on March 9, 2018, the Bank received information that caused it to believe the existence of the pledged bank account had been misrepresented by the borrower and that the account had previously been closed. The Bank filed an action in Federal court pursuing the borrower and other parties. That action was voluntarily dismissed by the Bank without prejudice, and a substantially similar action was filed in Los Angeles County Superior Court. The Bank is also considering other available sources of collection and other potential means of mitigating the loss; however, no assurance can be given that it will be successful in this regard.

Alternative Energy Partnerships

The Company invests in certain alternative energy partnerships (limited liability companies) formed to provide sustainable energy projects that are designed to generate a return primarily through the realization of federal tax credits (energy tax credits) and other tax benefits. The investment helps promote the development of renewable energy sources and help lower the cost of housing for residents by lowering homeowners’ monthly utility costs.

As the Company’s respective investments in these entities are more than minor, the Company has significant influence, but not control, over the investee’s activities that most significantly impact its economic performance. As a result, the Company is required to apply the equity method of accounting, which generally prescribes applying the percentage ownership interest to the investee’s GAAP net income in order to determine the investor’s earnings or losses in a given period. However, because the liquidation rights, tax credit allocations and other benefits to investors can change upon the occurrence of specified events, application of the equity method based on the underlying ownership percentages would not accurately represent the Company’s investment. As a result, the Company applies the Hypothetical Liquidation at Book Value (“HLBV”) method of the equity method of accounting.

The HLBV method is a balance sheet approach whereby a calculation is prepared at each balance sheet date to estimate the amount that the Company would receive if the equity investment entity were to liquidate all of its assets (as valued in accordance with GAAP) and distribute that cash to the investors based on the contractually defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is the Company’s share of the earnings or losses from the equity investment for the period.

The following table presents the activity related to the Company’s investment in alternative energy partnerships for the three and nine months ended September 30, 2019 and 2018:

($ in thousands)

The Company’s returns on investments in alternative energy partnerships are primarily obtained through the realization of energy tax credits and other tax benefits rather than through distributions or through the sale of the investment.

During the three and nine months ended September 30, 2019, the Company funded zero and $235 thousand, respectively, for its alternative energy partnerships and did not receive any return of capital from its alternative energy partnerships. During the three months ended September 30, 2018, the Company did not receive any return of capital and did not fund any amounts into these partnerships. During the nine months ended September 30, 2018, the Company received a return of capital of $1.0 million and funded zero, respectively, from and into these partnerships.

During the three months ended September 30, 2019 and 2018, the Company recognized a gain on investment of $940 thousand and a loss on investment of $2.5 million, respectively, through its HLBV application. During the nine months ended September 30, 2019 and 2018, the Company recognized a loss on investment of $655 thousand and a loss of $4.3 million, respectively, through its HLBV application. As a result, the balance of these investments was $27.0 million and $41.8 million at September 30, 2019 and 2018, respectively. From an income tax benefit perspective, the Company recognized investment tax credits of $862 thousand and $412 thousand for the three months ended September 30, 2019 and 2018, respectively, and $2.6 million and $9.6 million during the nine months ended September 30, 2019 and 2018, respectively, as well as income tax expense (benefits) relating to the recognition of its gain (loss) through its HLBV application during these periods.

The HLBV losses for the periods were largely driven by accelerated tax depreciation on equipment and the recognition of energy tax credits which reduces the amount distributable by the investee in a hypothetical liquidation under the contractual liquidation provisions.

For additional information, see Note 14 to Consolidated Financial Statements (unaudited) included in Part I of this Quarterly Report on Form 10-Q.

Deposits

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

($ in thousands)

Total deposits were $5.77 billion at September 30, 2019, a decrease of $2.15 billion, or 27.1 percent, from $7.92 billion at December 31, 2018. The decrease was mainly due to the Company's continuous efforts to build core deposits across the Company's business units, including strong growth from the community banking and private banking channel, offset by the Company's strategic reduction of high-rate and high-volatility deposits during the nine months ended September 30, 2019.

During the nine months ended September 30, 2019, demand deposits increased by $30.9 million, consisting of $84.1 million increase in noninterest-bearing deposits partially offset by a decrease of $53.2 million of interest-bearing demand deposits. In addition, during the nine months ended September 30, 2019, the Company used proceeds from the sale of loans and investments to redeem $1.49 billion of higher cost brokered certificates of deposits.

Brokered deposits were $93.1 million at September 30, 2019, a decrease of $1.62 billion, or 94.6 percent, from $1.71 billion at December 31, 2018. The decrease between periods is primarily related to the aforementioned $1.49 billion reduction in higher cost brokered certificates of deposits.

The following table presents the scheduled maturities of certificates of deposit as of September 30, 2019:

($ in thousands)

Borrowings

The Company utilizes FHLB advances and securities sold under repurchase agreements to leverage its capital base, to provide funds for its lending activities, as a source of liquidity, and to enhance its interest rate risk management. The Company also maintains additional borrowing availabilities from Federal Reserve Discount Window and unsecured federal funds lines of credit.

Advances from the Federal Home Loan Bank (“FHLB”) increased $130.0 million, or 8.6%, to $1.7 billion as of September 30, 2019, as a result of a $155.0 million net increase in short-term and overnight advances with the FHLB, offset by $25.0 million in maturities of long-term advances. As of September 30, 2019, the maturity dates of FHLB advances consisted of $670.0 million of overnight, $300.0 million maturing in three months or less, and $680.0 million maturing beyond three months. As of the end of the quarter, the overnight advance interest rate was 2.08%. The Company did not utilize repurchase agreements at September 30, 2019 or December 31, 2018.

For additional information, see Note 8 to Consolidated Financial Statements (unaudited) included in Part I of this Quarterly Report on Form 10-Q.

Long Term Debt

The following table presents the Company's long term debt as of the dates indicated:

($ in thousands)

For additional information, see Note 9 to Consolidated Financial Statements (unaudited) included Part I of this Quarterly Report on Form 10-Q.

Reserve for Unfunded Loan Commitments

The Company maintains a reserve for unfunded loan commitments at a level that is considered adequate to cover the estimated and known inherent risks. The probability of usage of the unfunded loan commitments and credit risk factors are determined based on outstanding loans that share similar credit risk exposure. As of September 30, 2019 and December 31, 2018, the reserve for unfunded loan commitments was $4.4 million and $4.6 million, respectively. The decrease was mainly due to a reduction in expected utilization of unfunded loan commitments.

The following table presents a summary of activity in the reserve for unfunded loan commitments for the periods indicated:

($ in thousands)

Liquidity Management

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

Banc of California, N.A.

The Bank's liquidity, represented by cash and cash equivalents and securities available-for-sale, is a product of its operating, investing, and financing activities. The Bank's primary sources of funds are deposits, payments and maturities of outstanding loans and investment securities; sales of loans and investment securities and other short-term investments and funds provided from operations. While scheduled payments from the amortization of loans and investment securities, and maturing investment securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. In addition, the Bank invests excess funds in short-term interest-earning assets, which provide liquidity to meet lending requirements. The Bank also generates cash through borrowings. The Bank mainly utilizes FHLB advances and securities sold under repurchase agreements to leverage its capital base, to provide funds for its lending activities, as a source of liquidity, and to enhance its interest rate risk management. The Bank also has the ability to obtain brokered deposits and collect deposits through its wholesale and treasury operations. Liquidity management is both a daily and long-term function of business management. Any excess liquidity is typically invested in federal funds or investment securities. On a longer-term basis, the Bank maintains a strategy of investing in various lending products. The Bank uses its sources of funds primarily to meet its ongoing loan and other commitments, and to pay maturing certificates of deposit and savings withdrawals.

The primary sources of funds for Banc of California, Inc., on a stand-alone holding company basis, are dividends and intercompany tax payments from the Bank, outside borrowing, and its ability to raise capital and issue debt securities. Dividends from the Bank are largely dependent upon the Bank's earnings and are subject to restrictions under certain regulations that limit its ability to transfer funds to the holding company. OCC regulations impose various restrictions on the ability of a bank to make capital distributions, which include dividends, stock redemptions or repurchases, and certain other items. Generally, a well-capitalized bank may make capital distributions during any calendar year equal to up to 100 percent of year-to-date net income plus retained net income for the two preceding years without prior OCC approval. However, any dividend paid by the Bank would be limited by the need to maintain its well capitalized status plus the capital buffer in order to avoid additional dividend restrictions (Refer to Capital - Dividend Restrictions below for additional information). During the nine months ended September 30, 2019, the Bank paid dividends of $142.5 million to Banc of California, Inc. At September 30, 2019, Banc of California, Inc. had $85.6 million in cash, all of which was on deposit at the Bank. During the three months ended September 30, 2019, the Company completed a tender offer for depositary shares representing shares of its Series D and Series E preferred stock. The total consideration for each Series E Depositary Share tendered and accepted for purchase pursuant to the offer equaled $27.13. The total consideration for each Series D Depositary Share tendered and accepted for purchase pursuant to the offer equaled $26.39. The aggregate total consideration payable by the Company for the preferred stock accepted for purchase was $46.0 million inclusive of premium to par and accrued dividends ($19.4 million of series D and $26.6 million series E depository shares). The tender resulted in a $5.1 million reduction to net income available to common shareholders.

On a consolidated basis, the Company maintained $526.9 million of cash and cash equivalents, which was 6.1 percent of total assets at September 30, 2019. The Company's cash and cash equivalents increased by $135.3 million, or 34.5 percent, from $391.6 million, or 3.7 percent of total assets, at December 31, 2018. The increase was mainly due to the decrease in deposits and reductions in FHLB advances, offset by cash received from sales of investment securities and loans. The Company has benefited from completion during late 2018 of its exit from high-rate and high-volatility institutional deposits and reduced the reliance on brokered deposits by replacing them with core deposits to fund new loan originations. During the three and nine months ended September 30, 2019, the Company also strategically decreased its securities portfolio to navigate a volatile rate environment by completing the sale of its entire commercial mortgage-backed securities portfolio and reducing its collateralized loan obligations and mortgage-back securities exposure by selling $1.16 billion of these investments. All of these strategic actions were taken in order to expand core lending activities across the organization and reduce its reliance on higher costing brokered certificates of deposit, while attempting to reduce risk on the Company's balance sheet.

At September 30, 2019, the Company had available unused secured borrowing capacities of $874.6 million from FHLB and $21.0 million from Federal Reserve Discount Window, as well as $185.0 million from unused unsecured federal funds lines of credit. The Company also maintained repurchase agreements and had no outstanding securities sold under repurchase agreements at September 30, 2019. Availabilities and terms on repurchase agreements are subject to the counterparties' discretion and pledging additional investment securities. The Company also had unpledged securities available-for-sale of $711.1 million at September 30, 2019. On February 14, 2019, the Company entered into a new line of credit for $15.0 million, which bears interest at LIBOR plus 2.00% and has a maturity date of February 13, 2020. Subsequent to September 30, 2019, the Company terminated this $15 million line of credit.

The Company believes that its liquidity sources are stable and are adequate to meet its day-to-day cash flow requirements. As of September 30, 2019, the Company believes that there are no events, uncertainties, material commitments, or capital expenditures that were reasonably likely to have a material effect on its liquidity position.

Commitments and Contractual Obligations

The following table presents the Company’s commitments and contractual obligations as of September 30, 2019:

($ in thousands)

75

During the three months ended March 31, 2017, the Bank entered into certain definitive agreements which grant the Bank the exclusive naming rights to Banc of California Stadium, a soccer stadium of LAFC, as well as the right to be the official bank of LAFC. In exchange for the Bank’s rights as set forth in the agreements, the Bank agreed to pay LAFC $100.0 million over a period of 15 years, beginning in 2017 and ending in 2032. The advertising benefits of such rights are amortized on a straight-line basis and recorded as advertising and promotion expense beginning in 2018. As of September 30, 2019, the Bank has paid $19.4 million of the $100.0 million commitment. The prepaid commitment balance, net of amortization, was $7.7 million as of September 30, 2019, which was recognized as a prepaid asset and included in Other Assets in the Consolidated Statements of Financial Condition. See Note 18 of Notes to Consolidated Financial Statements (unaudited) for additional information.

At September 30, 2019, the Company had unfunded commitments of $22.7 million, $7.6 million, and $4.3 million for affordable housing fund investments, SBIC investments, and other investments, including investments in alternative energy partnerships, respectively.

Capital

In order to maintain adequate levels of capital, the Company continuously assesses projected sources and uses of capital to support projected asset growth, operating needs and credit risk. The Company considers, among other things, earnings generated from operations and access to capital from financial markets. In addition, the Company performs capital stress tests on an annual basis to assess the impact of adverse changes in the economy on the Company's capital base.

Regulatory Capital

The Company and the Bank are subject to the regulatory capital adequacy guidelines that are established by the Federal banking regulators. In July 2013, the Federal banking regulators approved a final rule to implement the revised capital adequacy standards of the Basel III and to address relevant provisions of the Dodd-Frank Act. The final rule strengthens the definition of regulatory capital, increases risk-based capital requirements, makes selected changes to the calculation of risk-weighted assets, and adjusts the prompt corrective action thresholds. The Company and the Bank became subject to the new rule on January 1, 2015 and certain provisions of the new rule were phased in through January 1, 2019. Inclusive of the fully phased-in capital conservation buffer, the common equity Tier 1 capital, Tier 1 risk-based capital and total risk-based capital ratio minimums are 7.0%, 8.5% and 10.5%, respectively.

The following table presents the regulatory capital ratios for the Company and the Bank as of dates indicated:

($ in thousands)

Dividend Restrictions

The Company’s principal source of funds for dividend payments is dividends received from the Bank. Federal banking laws and regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Under these regulations, in the case of the Bank, the amount of dividends that may be paid in any calendar year is limited to the current year’s net profits, combined with the retained net profits of the preceding two years, subject to the capital requirements described above. However, any dividend granted by the Bank would be limited by the need to maintain its well capitalized status plus the capital buffer in order to avoid additional dividend restrictions. In addition to dividends on its preferred stock, the Company declared and paid dividends on its common stock of $0.06 per share for the three months ended September 30, 2019. During April 2019, the Company’s Board of Directors approved a plan to reduce the quarterly dividend from $0.13 to $0.06 per common share. The Bank paid dividends of $142.5 million to Banc of California, Inc. during the nine months ended September 30, 2019. On August 23, 2019, the Company completed the repurchase of Series D and E Series preferred stock for total consideration of $19.4 million and $26.6 million, respectively. In connection with these repurchases, the OCC approved a dividend of $88.5 million from the Bank to Banc of California, Inc. The dividend exceeded the bank’s eligible amount pursuant to 12 USC 60, as of September 30, 2019. In exceeding the eligible amount, near term dividend payments will require prior OCC approval.

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

How We Measure Our Risk of Interest Rate Changes. As part of our attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we have established asset/liability committees to monitor our interest rate risk. In monitoring interest rate risk we continually analyze and manage assets and liabilities based on their payment streams and interest rates, the timing of their maturities and/or prepayments, and their sensitivity to actual or potential changes in market interest rates.

We maintain both a management asset/liability committee (Management ALCO), comprised of select members of senior management, and a joint asset/liability committee of the Boards of Directors of the Company and the Bank (Board ALCO, together with Management ALCO, ALCOs). In order to manage the risk of potential adverse effects of material and prolonged or volatile changes in interest rates on our results of operations, we have adopted asset/liability management policies to align maturities and repricing terms of interest-earning assets to interest-bearing liabilities. The asset/liability management policies establish guidelines for the volume and mix of assets and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs, while the ALCOs monitor adherence to those guidelines. The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk, and profitability goals. The ALCOs meet periodically to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital position, anticipated changes in the volume and mix of assets and liabilities and interest rate risk exposure limits versus current projections pursuant to our net present value of equity analysis.

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

• Originating and purchasing adjustable rate mortgage loans,
• Selling longer duration fixed or hybrid mortgage loans,
• Originating shorter-term consumer loans,
• Managing the duration of investment securities,
• Managing our deposits to establish stable deposit relationships,
• Using FHLB advances and/or certain derivatives such as swaps to align maturities and repricing terms, and
• Managing the percentage of fixed rate loans in our portfolio.

At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, the ALCOs may decide to increase the Company’s interest rate risk position within the asset/liability tolerance set forth by the Company's Board of Directors.

As part of its procedures, the ALCOs regularly review interest rate risk by forecasting the impact of alternative interest rate environments on net interest income and market value of portfolio equity, which is defined as the net present value of an institution’s existing assets, liabilities and off-balance sheet instruments, and evaluating such impacts against the maximum potential changes in net interest income and market value of portfolio equity.

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

The following table presents the projected change in the Bank’s net portfolio value at September 30, 2019 that would occur upon an immediate change in interest rates based on independent analysis, but without giving effect to any steps that management might take to counteract that change:

($ in thousands)

(1) Assumes an instantaneous uniform change in interest rates at all maturities.

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

Interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency exchange risk and commodity price risk, do not arise in the normal course of the Company’s business activities and operations.

Evaluation of Disclosure Controls and Procedures

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Act) as of September 30, 2019 was carried out under the supervision and with the participation of the Company’s Principal Executive Officer, Principal Financial Officer and other members of the Company’s senior management. The Company’s Principal Executive Officer and Principal Financial Officer concluded that, as of September 30, 2019, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is: (i) accumulated and communicated to the Company’s management (including the Principal Executive Officer and Principal Financial Officer) to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) that occurred during the three months ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

There have been no material changes to the risk factors that appeared under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018.