UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-38317
Luther Burbank Corporation
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
68-0270948
(I.R.S. employer identification number)
520 Third St, Fourth Floor, Santa Rosa, California
(Address of principal executive offices)
95401
(Zip Code)
Registrant's telephone number, including area code: (844) 446-8201
Securities Registered Pursuant to Section 12(b) of the Act
Title of Each Class
Common stock, no par value
Trading Symbol
LBC
Name of Each Exchange on Which
Registered
The Nasdaq Stock Market LLC
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No o
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
o
o
Accelerated filer
Smaller Reporting Company
Emerging Growth Company
☒
☒
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No x
As of June 30, 2020, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of its common
stock held by non-affiliates was approximately $114.8 million based on the closing price per share of common stock of $10.00 on June 30, 2020.
As of March 1, 2021, there were 52,229,138 shares of the registrant’s common stock, no par value, outstanding.
Portions of the definitive Proxy Statement to be distributed on behalf of the Board of Directors of Registrant in connection with the Annual Meeting of
Shareholders to be held on April 27, 2021 and any adjournment thereof, are incorporated by reference in Part III.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Table of Contents
Part I
Part II
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Part III
Exhibits and Financial Statements Schedules
Form 10-K Summary
Signatures
Part IV
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
All references to ‘‘we,’’ ‘‘our,’’ ‘‘us,’’ ‘‘Luther Burbank Corporation’’ or ‘‘the Company’’ refers to Luther Burbank Corporation, a California
corporation, and our consolidated subsidiaries, including Luther Burbank Savings, a California banking corporation, unless the context
indicates that we refer only to the parent company, Luther Burbank Corporation. ‘‘Bank’’ or ‘‘LBS’’ refers to Luther Burbank Savings, our
banking subsidiary.
This Annual Report on Form 10-K contains a number of forward-looking statements. These forward-looking statements reflect our current
views with respect to, among other things, future events and our results of operations, financial condition and financial performance. These
statements may be identified by use of words such as "anticipate," "believe," “continue,” "could," "estimate," "expect," “impact,” "intend,"
"seek," "may," "outlook," "plan," "potential," "predict," "project," "should," "will," "would" and similar terms and phrases, including references to
assumptions. Forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about
our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain
and beyond our control. Accordingly, we caution you that such forward-looking statements are not guarantees of future performance and are
subject to risks, assumptions and uncertainties that are difficult to predict and are often beyond the Company's control. Although we believe
that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be
materially different from the results expressed or implied by the forward-looking statements.
There are numerous, important factors that could cause our actual results to differ materially from those indicated in forward-looking
statements, including, but not limited to, the following:
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the COVID-19 pandemic and the impact of actions to mitigate the COVID-19 pandemic;
business and economic conditions generally and in the financial services industry, nationally and within our current and
future geographic markets;
economic, market, operational, liquidity, credit and interest rate risks associated with our business;
the occurrence of significant natural or man-made disasters, including fires, earthquakes and terrorist acts, as well as public
health issues and other adverse external events that could harm our business;
our management of risks inherent in our real estate loan portfolio, and the risk of a prolonged downturn in the real estate
market, which could impair the value of our collateral and our ability to sell collateral upon any foreclosure;
our ability to achieve organic loan and deposit growth and the composition of such growth;
the fiscal position of the U.S. and the soundness of other financial institutions;
changes in consumer spending and savings habits;
technological changes;
the laws and regulations applicable to our business, and the impact of recent and future legislative and regulatory changes;
changing bank regulatory conditions, policies or programs, whether arising as new legislation or regulatory initiatives, that
could lead to restrictions on activities of banks generally, or our subsidiary bank in particular, more restrictive regulatory
capital requirements, increased costs, including deposit insurance premiums, regulation or prohibition of certain income
producing activities or changes in the secondary market for loans and other products;
increased competition in the financial services industry;
changes in the level of our nonperforming assets and charge-offs;
our involvement from time to time in legal proceedings and examinations and remedial actions by regulators;
the composition of our management team and our ability to attract and retain key personnel;
material weaknesses in our internal control over financial reporting;
systems failures or interruptions involving our information technology and telecommunications systems;
potential exposure to fraud, negligence, computer theft and cyber-crime;
failure to adequately manage the transition from LIBOR as a reference rate; and
the effect of changes in accounting policies and practices or accounting standards, as may be adopted from time-to-time by
bank regulatory agencies, the U.S. Securities and Exchange Commission ("SEC"), the Public Company Accounting
Oversight Board, the Financial Accounting Standards Board ("FASB") or other accounting standards setters, including ASU
2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments,” commonly referenced as the
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Current Expected Credit Loss (“CECL”) model, which will change how we estimate credit losses and may increase the
required level of our allowance for credit losses after adoption on January 1, 2023.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in
this Annual Report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to
be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such
forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any
obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New
factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each
factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
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Item 1. Business
General
PART I.
Luther Burbank Corporation is a bank holding company incorporated on May 14, 1991 under the laws of the state of California and is
headquartered in Santa Rosa, California. The Company operates primarily through its wholly-owned subsidiary, Luther Burbank Savings, a
California banking corporation originally chartered in 1983 in Santa Rosa, California. The Bank conducts its business from its headquarters in
Gardena, CA.
The Company also owns Burbank Financial Inc., a real estate investment company, and Luther Burbank Statutory Trusts I and II, entities
created to issue trust preferred securities.
The Company's principal business is attracting deposits from the general public and investing those funds in a variety of loans, including
permanent mortgage loans and construction loans secured by residential, multifamily, and commercial real estate. The Company specializes
in real estate secured lending in metropolitan areas along the West Coast and has developed expertise in multifamily residential, jumbo
nonconforming single family residential and commercial real estate lending.
Implications of Being an Emerging Growth Company
We qualify as an ‘‘emerging growth company’’ under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth
company may take advantage of specified reduced reporting requirements and is relieved of other significant requirements that are otherwise
generally applicable to other public companies. Among other factors, as an emerging growth company:
• we may present less than five years of selected financial data;
• we are exempt from the requirement to provide an opinion from our auditors on the design and operating effectiveness of our internal
control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;
• we may choose not to comply with any new requirements adopted by the Public Company Accounting Oversight Board ("PCAOB");
• we are permitted to provide less extensive disclosure regarding our executive compensation arrangements pursuant to the rules
applicable to smaller reporting companies, which means we do not have to include a compensation discussion and analysis and
other disclosure regarding our executive compensation in this Annual Report; and
• we are not required to hold nonbinding advisory votes on executive compensation or golden parachute arrangements.
We can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt
out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public
or private companies, we may adopt the standard for the private company.
We may take advantage of these provisions for up to five years from the date of our IPO unless we earlier cease to qualify as an emerging
growth company. We will cease to qualify as an emerging growth company if we have more than $1.07 billion in annual gross revenues, as
that amount may be periodically adjusted by the Securities and Exchange Commission ("SEC"), we become a ‘‘large accelerated filer,’’
including having more than $700.0 million in market value of our common stock held by non-affiliates, or we issue more than $1.0 billion of
non-convertible debt in a three-year period.
We expect to take advantage of the reduced reporting and other requirements of the JOBS Act with respect to the periodic reports we will file
with the SEC and proxy statements that we use to solicit proxies from our shareholders.
Business Strategies
We intend to continue executing our strategic plan by focusing on the following key objectives:
• Continued organic lending growth in our existing markets. Our primary focus is to grow our client base within our strategic markets
and to expand the penetration of our existing multifamily, single family and
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commercial real estate lending activities within these markets in the western United States, which have historically had strong job
growth, strong economic growth and limited affordable housing. These markets include all major metropolitan markets between
Seattle and San Diego and we periodically evaluate opportunities to expand into additional markets in the western United States with
similar characteristics. The high cost of living and high barriers to entry make these markets attractive for investments in affordable
rental housing for low- and middle-income tenants. Robust job markets, strong single family residential demand, high average
housing costs, and concentrations of professional, highly skilled and high income workers, entrepreneurs and other high net worth
individuals make our markets ideal for our portfolio single family residential lending activities.
We believe we have a competitive advantage over larger national financial institutions, which lack our level of personalized service,
and over smaller community banks, which lack our product and market expertise. We intend to capture additional market share by
deepening our relationships with current customers and supporting our bankers in their pursuit of new customers in our target
markets. We will also consider the opportunistic lift-out of key personnel or teams from other financial institutions. We believe that our
stable, income producing property focus and our existing customer profile lends itself to expanded lending in our existing markets, as
well as potential new markets.
• Deepen client relationships and grow our deposit base. We provide a high level of customer service to our depositors. Our historical
focus for our deposit production activities was exclusively on individual savings deposits from high net worth, primarily self-employed
individuals, entrepreneurs and professionals, and we did not emphasize transactional accounts. This strategy has produced a stable
customer base. We have expanded our focus in recent years, and invested in personnel, business and compliance processes and
technology that enable us to acquire, and efficiently and effectively serve, a wider array of consumer transactional accounts and
business deposit accounts while continuing to provide the level of customer service for which we are known to our consumer
depositors. We have also increased outreach in high-density, small to medium sized business markets where the Bank already
operates. We also provide comprehensive online and mobile banking products to our business and consumer depositors to
complement our branch network.
We believe that our current customer base contains additional untapped cross-selling opportunities. We plan to continue to grow our
non-brokered, consumer and business deposits by:
• cross-selling business deposit relationships to our existing consumer customers who are business operators;
• cross-selling business and consumer accounts to our multifamily and single family loan borrowers;
• obtaining new individual and business customers, including specialty deposit customers, such as fiduciary service
providers,1031 exchange companies, unions, homeowners associations, nonprofits and California-licensed cannabis
businesses;
•
increasing our digital market presence including the use of social media; and
• continuing to evaluate new branches, via de novo activity and/or acquisition, in key markets in the western United States.
We will also continue to cross-sell existing customers, and solicit new ones, for additional lending opportunities in our markets, and to
develop niche verticals, where our credit underwriting expertise and efficient operations can yield an attractive risk-adjusted return.
Our cross-selling efforts to existing customers will be strategically targeted, based on our in depth analyses of our customers’ overall
financial profile, cash flows, financial resources and banking requirements.
• Disciplined credit quality and robust risk management. We are committed to being a high performing organization, and we intend to
operate in a disciplined manner. Risk management is a core competency of our business, demonstrated by the strong credit
performance of our portfolio. We have comprehensive policies and procedures for credit underwriting, monitoring our loan portfolio
and internal risk management including managing our interest rate risk, compliance risk, reputation risk, legal risk and other risks
inherent in our operations. The sound credit practices followed by our bankers allow credit decisions to be made efficiently and
consistently. We attribute our success to a strong credit culture, the continuous evaluation of risk and return and the strict separation
between business development and credit decision making,
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coupled with a robust risk management framework. Our focus on credit and risk management has enabled us to originate large
volumes of loans successfully while maintaining strong asset quality.
• Disciplined cost management. We intend to continue to foster a culture of efficiency through hands-on management, prudent
expense management, and a small number of large deposit balance branches. With a continuing emphasis on process
improvements, we believe that we can support growth in assets, customers and our geographic footprint without significant additional
investment in our infrastructure or significant expansion of our personnel. We believe that our existing network of branches and loan
production offices, as well as non-branch and online customer and deposit development activities, have significant potential to
continue to grow loan and deposit balances. We will continue to be highly selective as we explore opportunities for establishing
additional strategically located branches in markets that present significant opportunity for multifamily and commercial real estate
lending, single family residential lending, and high net worth consumer and business banking relationships.
Market Area
Our operations are concentrated in demographically desirable major metropolitan areas on the West Coast located in the states of California,
Washington and Oregon. We have ten full service branches in California located in Sonoma, Marin, Santa Clara, and Los Angeles Counties
and one full service branch in Washington located in King County. We also operate six loan production offices located throughout California,
as well as a loan production office in Clackamas County, Oregon. We are most active in the following metropolitan areas: Santa Rosa
(Sonoma County), Los Angeles, San Francisco, San Jose, San Diego, and Seattle. We are seeking to more deeply penetrate these core
markets, and other major metropolitan markets that share key demographic characteristics with our core markets.
Competition
We operate in a highly competitive industry and in highly competitive markets throughout the West Coast. While our commercial real estate
and jumbo single family residential focuses require significant expertise to perform efficiently, competition in commercial real estate lending is
keen from large banking institutions with national operations and mid-sized regional banking institutions, while in the single family lending
market, we face competition from a wide array of institutions. We compete with other community banks, savings and loan associations, credit
unions, mortgage companies, insurance companies, finance companies, as well as other kinds of financial institutions and enterprises, such
as securities firms, insurance companies, private lenders and nontraditional competitors such as fintech companies and internet-based
lenders, depositories and payment systems. The primary factors driving competition for deposits are customer service, interest rates, fees
charged, branch locations and hours, online and mobile banking functionality, the range of products offered and the reputation/public
perception of an institution. The primary factors driving competition for our lending products are customer service, range of products offered,
price, reputation, and quality of execution. We believe the Bank is a strong competitor in our markets; however, other competitors have
advantages over us. Among the advantages that many of these large institutions have over the Bank are their abilities to finance extensive
advertising campaigns, maintain extensive branch networks, generate fee and other noninterest income, make larger technology investments
and offer services that we do not offer. The higher capitalization of the larger institutions permits them to provide higher lending limits than we
can, although our current lending limit is able to accommodate the credit needs of most of our borrowers. Some of these competitors have
other advantages, such as tax exemption in the case of credit unions, and to some extent, lesser regulation in the case of mortgage
companies and finance companies.
Our primary multifamily competitor is JPMorgan Chase & Co. Additional competitors include, but are not limited to, Pacific Premier Bancorp,
Inc., First Foundation, Inc., Homestreet Bank and Umpqua Bank. Our primary single family lending competitors in our markets are MUFG
Union Bank, N.A., Fremont Bank, WaFd Bank, various non-bank mortgage lenders, and large national banks. Our primary deposit
competitors are local regional banks, community banks, numerous credit unions and large national banks.
Lending Activities
The primary components of our loan portfolio are multifamily and commercial real estate loans and single family residential loans, primarily
jumbo loans which do not meet the requirements for conforming loans.
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• Multifamily and Commercial Real Estate Lending.
Our commercial real estate loans consist primarily of first mortgage loans made for the purpose of purchase, refinance or build-out of
tenant improvements on investor owned multifamily residential (five or more units) properties. We also provide loans for the
purchase, refinance or improvement of office, retail and light industrial properties.
Our underwriting guidelines for multifamily and other commercial real estate loans require a thorough analysis of the financial
performance, cash flows, loan to value and debt service coverage ratios, as well as the physical characteristics of the property being
financed and which will stand as collateral for the loan, as well as the financial condition and global cash flows of the borrower and
any guarantor or other secondary source of repayment. We also closely review the experience of the borrower and its principals in
the ownership, successful management and financing of multifamily residential rental properties or other rental commercial real
estate, as well as their reputation for quality business practices and financial responsibility.
The location of the property is a primary factor in the Bank’s multifamily lending. We focus on markets with a high barrier to entry for
new development, where there is a limited supply of new housing and where there is a high variance between the cost to rent and
the cost to own. Our core lending areas are currently defined as:
•
Alameda, Contra Costa, Los Angeles, Marin, Napa, Orange, San Diego, San Francisco, San Mateo, Santa Barbara, Santa
Clara, Sonoma and Ventura counties in California;
• Clark, King, Kitsap, Pierce and Snohomish counties in Washington; and
• Clackamas, Multnomah, and Washington counties in Oregon.
Our extended core lending areas are currently defined as:
•
•
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El Dorado, Monterey, Placer, Riverside, Sacramento, San Bernardino, San Luis Obispo, Santa Cruz, Solano and Yolo
counties in California;
Spokane and Thurston counties in Washington; and
Lane and Marion counties in Oregon.
We may re-evaluate and revise the definitions of our core and extended core areas from time to time. Non-core markets include all
markets in California, Oregon or Washington not categorized as core or extended core.
We make multifamily loans on a recourse or nonrecourse basis. We may require borrowers to provide personal guarantees in a
variety of circumstances, including where a borrower lacks sufficient property ownership and management experience, or where
specific loan characteristics do not meet our stringent underwriting criteria, including but not limited to loans with higher loan to value
ratios or lower debt service coverage ratios. Loans on other commercial real estate are generally made on a comparable basis.
Our multifamily loans typically have a 30-year term, while our nonresidential commercial property loans have a 30-year amortization
period, and are typically due in ten years. For commercial real estate, we offer adjustable rate loans based on Treasury indices, with
an adjustable rate, 5-year hybrid product being our most common multifamily loan product type. Historically, our multifamily
adjustable rate loans were originated primarily using the LIBOR index; however, use of this index was discontinued during 2019. We
seek to have interest rates on all of our commercial loans adjust or reprice no later than ten years after origination, and quarterly or
semi-annually thereafter, but our ability to obtain this term is subject to the effects of market competition, customer preferences and
other factors beyond our control.
Our multifamily loans and other commercial real estate loans are primarily originated on a retail basis, through the marketing efforts
of our bankers and loan production offices, and to a lesser extent, are originated on a wholesale basis, through a network of brokers.
We intend to maintain a balance of both retail and wholesale loan originations, while tailoring our approach to the characteristics of
each particular market. While our multifamily and other commercial real estate loans are generally held in portfolio, we may at times
sell pools of loans as a means of managing our loan product concentrations, liquidity position, capital levels and/or interest rate risk.
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•
Single Family Residential Lending.
Our single family residential lending provides loans for the purchase or refinance of 1-4 family residential properties. The financed
properties may be owner-occupied, or investor owned, and may be a primary residence, a second home or vacation property, or an
investment property.
We currently originate substantially all of our single family residential loans through a network of wholesale brokers. We monitor and
regularly review our broker relationships for regulatory compliance, integrity, competence and level of activity. The primary products
offered are 3, 5, 7, and 10-year variable rate hybrid loans, as well as the Grow and Daisy loan products described below.
The markets in which we make single family residential loans have historically been the same core and extended core markets in
which we make multifamily residential and commercial real estate loans. These areas have been characterized by robust job
markets, strong single family residential demand, high average housing cost, and concentrations of professional, highly skilled and
high income workers, entrepreneurs and other high net worth individuals. These characteristics have provided a strong market for
our jumbo mortgage products. Our loans are underwritten to our financial parameters of loan to value and debt to income ratios. Our
underwriting includes a thorough analysis of the borrower’s ability to repay the loan, based on reviews of information regarding the
borrower’s income, cash flow and wealth. This analysis enables us to provide loans to professionals, business owners and
entrepreneurs who may not have a constant, readily documentable earnings stream, but substantial assets, income and wealth. Our
platform and niche lending offerings are designed to meet the needs of the high demand, low supply residential real estate market in
high cost market areas, and are focused on delivering certainty of execution. Our single family residential loans are generally held in
portfolio, although we reserve the right to sell any loan at any time.
• Grow and Daisy.
We also offer a portfolio 30-year fixed rate first mortgage and a forgivable second mortgage, to low- and moderate-income borrowers
designed to make home ownership possible and affordable even in our high cost markets. Our ‘‘Grow’’ program is designed as a
conventional, community lending mortgage, up to the conforming loan amount, that offers underwriting flexibility to low- and
moderate-income borrowers and borrowers purchasing properties located in low- or moderate- income communities. Loans in this
program are 30-year fixed rate mortgages made on owner-occupied single family (one and two unit) properties, including
condominiums. Pricing on this product is competitive at market rate.
In conjunction with the Grow program, we also offer a down payment and closing cost assistance product, called ‘‘Daisy.’’ Under the
Daisy program, eligible borrowers may take advantage of our second lien loan that provides up to two percent of the purchase price
with an additional one percent for non-recurring closing costs to assist first time homebuyers when utilizing Grow, our first lien
program. The loan has a term of 36 months with no payment required during the term of the Daisy loan. Daisy loans are not recorded
as assets, but are instead expensed upon origination given their fully forgivable nature.
Loans under the Grow and Daisy programs help meet compelling needs in our communities, but may be associated with higher loan
to value and combined loan to value ratios when compared to our standard portfolio products.
Investment Activities
Our investment securities portfolio is primarily maintained as an on-balance sheet contingent source of liquidity. It provides additional interest
income and has limited interest rate risk and credit risk. Other than certain securities purchased for Community Reinvestment Act ("CRA")
purposes, we generally classify all of our investment securities as available for sale. Our investment policy authorizes investment primarily in
U.S. Treasury securities, U.S. Agency mortgage and loan backed securities and certain CRA qualifying investments. For purposes of our
investment policy, U.S. Agencies are the Small Business Administration ("SBA"), the National Credit Union Administration ("NCUA"), the
Government National Mortgage Association ("GNMA"), the Federal Home Loan Mortgage Corporation ("Freddie Mac"), the Federal National
Mortgage Association ("Fannie Mae") and the Federal Farm Credit Banks Funding Corporation. Securities issued by the SBA, NCUA and
GNMA are backed by the full faith and credit of the federal government.
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Funding Activities
Deposits.
We offer a wide array of deposit products for individuals and businesses, including interest and noninterest-bearing transaction accounts,
certificates of deposit ("CD") and money market accounts. We provide a high level of customer service to our depositors. As a means of
supplementing our strategically located branch network, we offer our consumer customers unlimited free access to ATM machines
worldwide. Our strategy has produced a stable customer and depositor base. We have invested in personnel, business and compliance
processes and technology that enable us to acquire, and efficiently and effectively serve, a wide array of business deposit accounts, while
continuing to provide the level of customer service for which we are known to our depositors.
Our deposits are currently acquired primarily through our branch network on a retail basis from high net worth individuals, professionals and
their businesses, who value our financial strength, stability, high level of service and competitive interest rates. We have expanded our focus
to leverage our relationships and serve business and individuals with a broader array of deposit, card and cash management products. We
intend to increase our digital marketing presence to attract deposits within a wider geographic band surrounding our existing branch
locations.
We currently offer a comprehensive range of business deposit products and services to assist with the banking needs of our business
customers, from a basic reserve account (savings and CD products) to integrated operating accounts with cash management capacity. Our
online banking platform allows a customer to view balances, initiate payments, pay bills and set up custom alerts/statements. Online wires,
ACH and remote capture are additional account features available to qualified businesses. Our debit cards allow access to cash nationwide
as a result of our membership in major ATM networks. We also provide online and mobile banking products to our depositors, to complement
our branch network.
We grow our deposits by cross-selling business deposit relationships to our existing consumer customers who are business owners, and
consumer and business accounts to our multifamily and single family loan borrowers and by obtaining new individual and business
customers, including specialty deposit customers, such as fiduciary services providers, 1031 exchange companies, unions, nonprofits and
California-licensed cannabis businesses. Our cross-selling efforts to existing customers are strategically targeted, based on our in depth
analyses of our customers’ overall financial situation, global cash flows, financial resources and banking requirements. We believe there is
additional capacity to expand deposit and lending relationships on this basis.
We supplement customer deposits with wholesale, or brokered, deposits where necessary to fund loan demand prior to raising additional
customer deposits, or where desirable from a cost or liability maturity standpoint. Our current policy limits the use of wholesale deposits in
accordance with our risk appetite level as determined by our board of directors.
Borrowings.
We supplement the funding provided by our deposit accounts with other borrowings at the Bank level from the Federal Home Loan Bank of
San Francisco ("FHLB") to enable us to fund loans and to meet liquidity needs. We also maintain a line of credit at the Federal Reserve Bank
of San Francisco ("FRB") Discount Window, which is generally not used but provides an additional source of funding, if necessary. The use of
FHLB borrowings can vary significantly from period to period, as the ability to originate loans may outpace the ability to obtain core deposits
at acceptable rates and in comparable amounts.
Risk Management
We believe that effective risk management is of primary importance. Risk management refers to the activities by which we identify, measure,
monitor, evaluate and manage the risks we face in the course of our banking activities. These include liquidity, interest rate, credit,
operational, compliance, regulatory, strategic, financial and reputational risk exposures. Our board of directors and management team have
created a risk-conscious culture that is focused on quality growth, which starts with capable and experienced risk management teams and
infrastructure capable of addressing the evolving risks we face, as well as the changing regulatory and compliance landscape. Our risk
management approach employs comprehensive policies and processes to establish robust governance and emphasizes personal ownership
and accountability for risk with all our employees. We believe a disciplined and conservative underwriting approach has been the key to our
strong asset quality.
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Our board of directors sets the tone at the top of our organization, adopting and overseeing the implementation of our Bank’s risk
management framework, which establishes our overall risk appetite and risk management strategy. The Board of Directors approves our Risk
Appetite Statement, which includes risk policies, procedures, limits, targets and reporting, structured to guide decisions regarding the
appropriate balance between risk and return considerations in our business. Our board of directors receives periodic reporting on risks and
control environment effectiveness and monitors risk levels in relation to the approved risk appetite. The Audit & Risk Committee of our board
of directors provides oversight of all enterprise risk management. The Executive Committee of management is charged with identifying,
managing and controlling key risks that threaten our ability to achieve our strategic initiatives and goals.
Credit risk is the risk that borrowers or counterparties will be unable or unwilling to repay their obligations in accordance with the underlying
contractual terms and the risk that credit collateral will suffer significant deterioration in market value. We manage and control credit risk in
our loan portfolio by adhering to well-defined underwriting criteria and account administration standards established by management and
approved by the Board of Directors. Written credit policies document underwriting standards, approval levels, exposure limits and other limits
or standards deemed necessary and prudent. Portfolio diversification at the obligor, product and geographic levels is actively managed to
mitigate concentration risk. In addition, credit risk management includes an independent credit review process that assesses compliance with
commercial real estate and consumer credit policies, risk rating standards and other critical credit information. In addition to implementing
risk management practices that are based upon established and sound lending practices, we adhere to sound credit principles. We
understand and evaluate our customers’ borrowing needs and capacity to repay, in conjunction with their character and history. The Bank’s
Credit Council, which includes our President and Chief Executive Officer, our Chief Credit Officer, Chief Financial Officer and Chief Risk
Officer, is responsible for ensuring that the Bank has an effective credit risk management program and credit risk rating system, adheres to
our board’s Risk Appetite Statement, and maintains an adequate allowance for loan losses. Our management and board of directors place
significant focus on maintaining a healthy risk profile and ensuring sustainable growth. Our risk appetite seeks to balance the risks necessary
to achieve our strategic goals while ensuring that our risks are appropriately managed and remain within our defined limits.
Our management of interest rate and liquidity risk is overseen by our Asset and Liability Council, which is chaired by our Chief Financial
Officer, based on a risk management infrastructure approved by our board of directors that outlines reporting and measurement
requirements. In particular, this infrastructure reviews financial performance, trends, and significant variances to budget; reviews and
recommends for board approval risk limits and tolerances; reviews ongoing monitoring and reporting regarding our performance with respect
to these areas of risk, including compliance with board-approved risk limits and stress-testing; reviews and recommends to the Executive
Committee for approval any changes to theories, mathematics, methodologies, assumptions, and data output for models used to measure
these risks; ensures annual back-testing and independent validation of models at a frequency commensurate with risk level; reviews all
hedging strategies and recommends changes as appropriate; reviews and recommends our contingency funding plan; recommends to the
Executive Committee proposed wholesale borrowing limits to be submitted to the Board of Directors or its designated committee;
recommends to the Executive Committee the proposed terms of any unanticipated long-term borrowing arrangement prior to debt issuance;
develops recommended capital requirements; and reviews information and reports submitted to the Council for the purpose of identifying,
investigating, and assuring remediation of any potential issues.
Internet Access to Company Documents
The Company provides access to its SEC filings through its web site at www.lutherburbanksavings.com. After accessing the web site, the
filings are available upon selecting "About Us/Investor Relations/Financials/SEC Filings." Reports available include the annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably
practicable after the reports are electronically filed with or furnished to the SEC. Further, the SEC maintains an internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
All website addresses given in this document are for information only and are not intended to be an active link or to incorporate any website
information into this document.
Luther Burbank Corporation Foundation
In 2017, we established the Luther Burbank Corporation Foundation ("Foundation") which was granted 501(c)(3) status by the Internal
Revenue Service ("IRS"). The Foundation is an all-volunteer organization primarily funded by
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the Company, as well as from our directors, business partners and a corporate giving program that matches employee donations. The
Foundation focuses its activities in our communities on the three priority areas of (1) social and human services; (2) community development;
and (3) education.
Human Capital
As of both December 31, 2020 and 2019, we had 277 full and part time employees, nearly all of whom are full-time. As a financial institution,
approximately 28% of our employees are employed at our branch and loan production offices. The remaining portion of our employees
generally work from our administrative offices throughout Northern and Southern California. Our business is highly dependent on the success
of our employees, who provide value to our customers and communities through their dedication to our mission, which is to improve the
financial future of our customers, employees and shareholders. Our core values are based on acting ethically and with integrity to provide
superior service to our customers and each other with the goal of achieving our mantra that “you’re worth more here”. To further promote our
core values, we acknowledge and reward employees throughout the year that exemplify these values.
We seek to hire well-qualified employees who are also a good fit for our value system. In 2020, 47% of our new hires were made as a result
of an employee referral. During the years ended December 31, 2020 and 2019, our employee voluntary turnover ratios were 13% and 10%,
respectively. As of December 31, 2020, 42% of our employees were employed with us for five years or longer. Our selection and promotion
processes are without bias and include the active recruitment of minorities and women. As of December 31, 2020 and 2019, women
represented 67% and 69%, respectively, of our workforce, and 56% and 63%, respectively, of our executive management team. As of
December 31, 2020, the population of our workforce, based on employee self-reported information or Human Resources’ observation, was
as follows:
(a) Minorities are defined as all U.S. Equal Employment Opportunity Commission categories other than white.
We strive to provide a competitive compensation and benefits program to help meet the needs of our employees. In addition to salaries,
these programs include incentive compensation plans, stock awards, a 401(k) Plan with an employer matching contribution, healthcare and
insurance benefits, health savings and flexible spending accounts, paid time off, family leave and an employee assistance program.
The safety, health and wellness of our employees is a top priority. The COVID-19 pandemic presented a unique challenge with regard to
maintaining employee safety while performing our daily operations. Through teamwork and the adaptability of our management and staff, we
were able to safely transition approximately 75% of our non-branch employees to remote working arrangements. In addition, because
financial institutions have been designated as an essential component of our nation’s critical infrastructure, all of our branches have remained
open during the pandemic. To limit our branch employees' exposure to risks related to COVID-19, we have temporarily modified our branch
hours, expanded our phone support systems and enhanced branch safety protocols. In recognition of the demands on families caused by
"stay-at-home" orders and other precautionary measures, our employees are also being permitted to utilize a flexible work schedule to
maintain our Company's productivity while fulfilling personal responsibilities. We have also provided other benefits such as wellness
allowances for customer facing employees, the cash-out of a limited amount of accrued and unused vacation, as well as paid time off and
counseling services for employees requiring additional assistance. On an ongoing basis, we further promote the
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health and wellness of our employees by strongly encouraging work-life balance, keeping the employee portion of health care premiums to a
minimum and sponsoring various educational and wellness programs.
Item 1A. Risk Factors
In the course of our business operations, we are exposed to numerous risks, some of which are inherent in the financial services industry
and others of which are more specific to our own business. The discussion below addresses the material factors, of which we are currently
aware, that could affect our business, results of operations and financial condition. The risk factors below should not be considered a
complete list of potential risks that we may face. Any risk factor described in this Annual Report on Form 10-K or in any of our SEC filings
could by itself, or together with other factors, materially adversely affect our liquidity, competitive position, reputation, results of operations,
capital position or financial condition, including by materially increasing our expenses or decreasing our revenues, which could result in
material losses.
Some statements in these risk factors constitute forward-looking statements that involve risks and uncertainties. Please refer to the section
entitled "Cautionary Note Regarding Forward-Looking Statements."
Economic and Market Conditions Risk
Our business and operations may be materially adversely affected by weak economic conditions.
Our business and operations, which primarily consist of banking activities, including lending money to customers in the form of real estate
secured loans and borrowing money from customers in the form of deposits, are sensitive to general business and economic conditions in
the U.S. generally, and on the West Coast in particular, which may differ from economic conditions in the U.S. as a whole. If economic
conditions in the U.S. or any of our markets weaken, our growth and profitability from our operations could be constrained. In addition, foreign
economic and political conditions could affect the stability of global financial markets, which could hinder economic growth. Our business is
also significantly affected by monetary and related policies of the U.S. federal government and its agencies. Changes in any of these policies
are influenced by macroeconomic conditions and other factors that are beyond our control. Adverse economic conditions caused by inflation,
recession, acts of terrorism, outbreak of hostilities or other international or domestic occurrences, pandemics, unemployment, changes in
securities markets, declines in the housing market, a tightening credit environment or other factors, and government policy responses to such
conditions, could have a material adverse effect on our business, financial condition and results of operations.
Our business and operations may be materially adversely affected by the COVID-19 pandemic and governmental authorities’
responses to the COVID-19 pandemic.
In December 2019, the COVID-19 outbreak was reported in China, and, in March 2020, the World Health Organization declared it a
pandemic. Since March 13, 2020, the U.S. has been operating under a state of emergency declared in response to the spread of COVID-19.
Many local and state governments, including the State of California, have instituted emergency restrictions that have substantially limited the
operation of non-essential businesses and the activities of individuals. We are sensitive to general business and economic conditions in the
U.S. generally, and on the West Coast in particular. The duration and impacts of the pandemic and governmental authorities’ responses to it
are not yet known or knowable. Circumstances related to the COVID-19 pandemic and related events continue to change quickly. The
spread of COVID-19, and government responses to it, have resulted in increased volatility in financial markets, large increases in
unemployment and the closure, at times, of non-essential businesses in our markets. The extent of COVID-19’s impact on us is
unpredictable and depends on a number of factors outside of our control, such as the scope and duration of the pandemic, the nature and
scope of any resulting economic downturn, the emergence of COVID-19 variants, customer response, and actions that governmental
authorities may take in response to the pandemic.
Given the ongoing and dynamic nature of the circumstances, it is not possible to predict the ultimate impact of the pandemic on our stock
price, business prospects, financial condition or results of operations. COVID-19 could cause a decline in the value of mortgaged properties
that serve as our collateral and increase the risk of delinquencies, defaults, foreclosures and losses on our loans, negatively impact regional
economic conditions, result in a decline in loan demand and loan originations, result in drawdowns of deposits by customers impacted by
COVID-19, result in branch or office closures and business interruptions, and negatively impact the implementation
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of our business strategy. COVID-19, and governmental authorities’ responses to it, may also result in prolonged adverse economic conditions
which could constrain our growth and profitability from our operations, and could have a material adverse effect on our business, financial
condition and results of operations.
Many of our financial instruments are priced based on variable interest rates tied to the London Interbank Offered Rate ("LIBOR").
We are subject to risks that LIBOR may no longer be available as a result of the United Kingdom’s Financial Conduct Authority
ceasing to require the submission of LIBOR quotes after the year ending 2021.
The expected discontinuation of LIBOR quotes creates substantial risks to the banking industry, including us. Generally all of our loans
provide for an alternative index to be selected by us as a substitute index from among the most widely followed financial indexes should
LIBOR become unavailable. However, uncertainty as to the establishment of, as well as the future performance of, an alternative index could
adversely affect our asset liability management and could lead to more asset and liability mismatches and interest rate risk, or may have
other consequences which cannot be predicted. The cessation of LIBOR could also cause confusion that could disrupt the capital and credit
markets as a result. Additionally, there may be borrower resistance to the establishment of an alternative index, which could result in potential
litigation or defaults.
The Federal Reserve has sponsored the Alternative Reference Rates Committee ("ARRC"), which serves as a forum to coordinate and track
planning as market participants currently using LIBOR consider (a) transitioning to alternative reference rates where it is deemed appropriate
and (b) addressing risks in legacy contracts language given the possibility that LIBOR might stop. On April 3, 2018, the Federal Reserve
began publishing three new reference rates, including the Secured Overnight Financing Rate ("SOFR"). ARRC has recommended SOFR as
the alternative to LIBOR, and published fallback interest rate consultations for public comment and a Paced Transition Plan to SOFR use.
The viability of SOFR as an alternative index is unclear. The Financial Stability Board has taken an interest in LIBOR and possible
replacement indices as a matter of risk management. The International Organization of Securities Commissions ("IOSCO"), has been active
in this area and is expected to call on market participants to have backup options if a reference rate, such as LIBOR, ceases publication. The
International Swap Dealers Association has published guidance on interest rate bench marks and alternatives in July and August 2018. In
November 2020, the Intercontinental Exchange ("ICE") Benchmark Administration ("IBA") announced that it was proposing to continue to
publish the most common LIBOR tenors through June 2023, or a one and a half year extension to what was previously anticipated. In
response, an interagency joint statement was issued by federal regulators that encouraged banks to cease entering new contracts using
LIBOR as soon as practicable and further clarified that the use of LIBOR in agreements executed after December 31, 2021 would create a
safety and soundness issue.
As of December 31, 2020, we had $1.2 billion of loans, $397.0 million of investments, $61.9 million of junior subordinated deferrable interest
debentures and $15.9 million of other assets that were indexed to LIBOR and that have stated maturity dates after December 31, 2021. We
are currently evaluating replacement indices for our loan portfolio and anticipate substituting these instruments with SOFR or another
comparable index. Replacement indices for all other assets and liabilities noted herein will be determined by third parties and, to date, such
replacement indices have not been announced. It cannot be predicted whether SOFR or another index or indices will become a market
standard that replaces LIBOR, and if so, the effects on our customers, or our future results of operations or financial condition.
Interest Rate Risk
We are subject to interest rate risk, which could adversely affect our profitability.
Our profitability, like that of most financial institutions, depends to a large extent on our net interest income, which is the difference between
our interest income on interest-earning assets, such as loans and investment securities, and our interest expense on interest-bearing
liabilities, such as deposits and borrowings.
Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various
governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System, or the Federal Reserve.
Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and securities and
the interest we pay on deposits and borrowings, but such changes could affect our ability to originate loans and obtain deposits, the fair value
of our financial assets and liabilities, and the average duration of our assets. If the interest rates paid on deposits and
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other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and
therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other
investments fall more quickly than the interest rates paid on deposits and other borrowings. Any substantial, unexpected or prolonged
change in market interest rates could have a material adverse impact on our business, financial condition and results of operations.
Our interest sensitivity profile was liability sensitive as of December 31, 2020. When short-term interest rates rise, the rate of interest we pay
on our interest-bearing liabilities, such as deposits, may rise more quickly than the rate of interest that we receive on our interest-earning
assets, such as loans, which may cause our net interest income to decrease. Additionally, a shrinking yield premium between short-term and
long-term market interest rates, a pattern typically indicative of investors' waning expectations of future growth and inflation, commonly
referred to as a flattening of the yield curve, as well as an inverted yield curve, where long-term debt instruments have a lower yield than
short-term debt instruments of the same credit quality, typically reduce our profit margin since we borrow at shorter terms than the terms at
which we lend and invest.
In addition, an increase in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to
repay their current loan obligations. These circumstances could not only result in increased loan defaults, foreclosures and charge-offs, but
also reduce collateral values and necessitate further increases to the allowance for loan losses, which could have a material adverse effect
on our business, financial condition and results of operations.
Credit Risk
We are subject to credit risk, which could adversely impact our profitability.
Our business depends on our ability to successfully measure and manage credit risk. As a lender, we are exposed to the risk that the
principal of, or interest on, a loan will not be paid timely or at all or that the value of any collateral supporting a loan will be insufficient to cover
our outstanding exposure. In addition, we are exposed to risks with respect to the period of time over which the loan may be repaid, risks
relating to loan underwriting, risks resulting from changes in economic and industry conditions, and risks inherent in dealing with individual
loans and borrowers. The creditworthiness of a borrower is affected by many factors including local market conditions and general economic
conditions. If the overall economic climate experiences material disruption, our borrowers may experience difficulties in repaying their loans,
the collateral we hold may decrease in value or become illiquid, and the level of nonperforming loans, charge-offs and delinquencies could
rise and require significant additional provisions for loan losses. Additional factors related to the credit quality of multifamily residential and
other commercial real estate (“CRE”) loans include the quality of management of the business and tenant vacancy rates.
Our risk management practices, such as monitoring the concentration of our loans within specific markets and product types and our credit
approval, review and administrative practices, may not adequately reduce credit risk, and our credit administration personnel, policies and
procedures may not adequately adapt to changes in economic or any other conditions affecting customers and the quality of the loan
portfolio. Many of our loans are made to small businesses that are less able to withstand competitive, economic and financial pressures than
larger borrowers. Consequently, we may have significant exposure if any of these borrowers become unable to pay their loan obligations as a
result of economic or market conditions, or personal circumstances, such as divorce, unemployment or death. A failure to effectively measure
and limit the credit risk associated with our loan portfolio may result in loan defaults, foreclosures and additional charge-offs, and may
necessitate that we significantly increase our allowance for loan losses, each of which could adversely affect our net income. As a result, our
inability to successfully manage credit risk could have a material adverse effect on our business, financial condition and results of operations.
Our multifamily residential and commercial real estate loan portfolios may carry significant credit risk.
Our loan portfolio consists primarily of multifamily residential and, to a lesser extent, other CRE loans, which are primarily secured by
industrial, office and retail properties. As of December 31, 2020, our multifamily residential loans totaled $4.1 billion, or 67.8% of our loan
portfolio, and our other CRE loans totaled $202.9 million, or 3.4% of our loan portfolio. Nonperforming multifamily residential loans were $522
thousand at December 31, 2020. There were no nonperforming other CRE loans at December 31, 2020. CRE loans may carry significant
credit risk because they typically involve large loan balances concentrated with a single borrower or groups of related
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borrowers. The payment on these loans that are secured by income-producing properties are typically dependent on the successful operation
of the related real estate property and may subject us to risks from adverse conditions in the real estate market or the general economy.
Investment in these properties by our customers is influenced by prices and return on investment, as well as changes to applicable laws
regarding, among other things, rent control, moratoriums on evictions for non-payment, personal and corporate tax reform, pass-through
rules, immigration and fiscal and economic policy. The collateral securing these loans typically cannot be liquidated as easily as single family
residential (“SFR”) real estate, which may lead to longer holding periods. If these properties become less attractive investments, demand for
our loans would decrease. In addition, unexpected deterioration in the credit quality of our multifamily residential or CRE loan portfolios could
require us to increase our provision for loan losses, which would reduce our profitability and could materially adversely affect our business,
financial condition and results of operations.
We are subject to increasing credit risk as a result of the COVID-19 pandemic, which could adversely impact our profitability.
Our business depends on our ability to successfully measure and manage credit risk. As a mortgage lender, we are exposed to the risk that
the principal of, or interest on, a loan will not be paid timely or at all or that the value of any collateral supporting a loan will be insufficient to
cover our outstanding exposure. In addition, we are exposed to risks with respect to the risks resulting from changes in economic and
industry conditions and risks inherent in dealing with individual loans and borrowers. As the overall economic climate in the U.S. generally,
and in our market areas specifically, experiences material disruption due to the COVID-19 pandemic, our borrowers may experience
difficulties in repaying their loans and governmental actions may preclude our ability to initiate foreclosure proceedings in certain
circumstances, and as a result, the collateral we hold may decrease in value or become illiquid, and the level of nonperforming loans,
charge-offs and delinquencies could rise and require significant additional provisions for loan losses. Additional factors related to the credit
quality of investor-owned SFR, multifamily residential and other CRE loans include the duration of state and local moratoriums on evictions
for non-payment of rent or other fees. Our inability to successfully manage the increased credit risk caused by the COVID-19 pandemic could
have a material adverse effect on our business, financial condition and results of operations.
Our allowance for loan losses may be inadequate to absorb probable incurred losses inherent in the loan portfolio, which could
have a material adverse effect on our business, financial condition and results of operations.
We periodically review our allowance for loan losses for adequacy considering historical loss experience, volume and types of loans, trends
in classification, volume and trends in delinquencies and non-accrual loans, economic conditions and other pertinent information. The
determination of the appropriate level of the allowance for loan losses is inherently highly subjective and requires us to make significant
estimates of and assumptions regarding current credit risk and future trends, all of which may change materially. Although we endeavor to
maintain our allowance for loan losses at a level adequate to absorb any probable incurred losses inherent in the loan portfolio, these
estimates of loan losses are necessarily subjective and their accuracy depends on the outcome of future events. Inaccurate management
assumptions, continuing deterioration of economic conditions affecting borrowers, new information regarding existing loans, identification of
additional problem loans and other factors, both within and outside of our control, may require us to increase our allowance for loan losses. In
addition, our regulators, as an integral part of their examination process, periodically review our loan portfolio and the adequacy of our
allowance for loan losses and may require adjustments based upon judgments that are different than those of management. Differences
between our actual experience and assumptions and the effectiveness of our models could adversely affect our business, financial condition
and results of operations.
Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future.
As a result of our organic growth over the past several years, as of December 31, 2020, approximately $4.7 billion, or 78.1%, of the loans in
our loan portfolio were originated since January 1, 2017, of which 11.8% were from in-house refinancings. In general, loans do not begin to
show signs of credit deterioration or default until they have been outstanding for some period of time, a process referred to as "seasoning."
As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio. Although a significant portion of our
multifamily portfolio is refinancings of prior loans on the same property, a large portion of our loan portfolio is relatively new, and therefore,
the current level of delinquencies and defaults may not represent the level that may prevail as the portfolio becomes more seasoned and
may not serve as a reliable basis for predicting the health and nature of our
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loan portfolio, including net charge-offs and the ratio of nonperforming assets in the future. Our limited experience with these loans does not
provide us with a significant history pattern with which to judge future collectability or performance. However, we believe that our stringent
credit underwriting process, our ongoing credit review processes, and our history of successful management of our loan portfolio, mitigate
these risks. Nevertheless, if delinquencies and defaults increase, we may be required to increase our provision for loan losses, which could
have a material adverse effect on our business, financial condition and results of operations.
Our SFR loan portfolio possesses increased risk due to our level of non-conforming loans.
Many of the residential mortgage loans we have originated consist of SFR loans that do not conform to Fannie Mae or Freddie Mac
underwriting guidelines as a result of loan terms, loan size, or other exceptions from agency underwriting guidelines. Additionally, many of
our loans do not meet the qualified mortgage (“QM”) definition established by the Consumer Financial Protection Bureau (“CFPB”), and
therefore, contain additional regulatory and legal risks. In addition, the secondary market demand for non-conforming and non-QM mortgage
loans is generally limited, and consequently, we may experience difficulties selling the non-conforming loans in our portfolio should we decide
to do so.
We are exposed to higher credit risk due to relationship exposure with a number of large borrowers.
As of December 31, 2020, we had 19 borrowing relationships in excess of $20 million which accounted for approximately 7.6% of our loan
portfolio. While we are not overly dependent on any one of these relationships and while none of these relationships have had any material
credit quality issues in the past, a deterioration of any of these credit relationships could require us to increase our allowance for loan losses
or result in significant losses to us, which could have a material adverse effect on our business, financial condition and results of operations.
Geographic Concentration Risk
Our business and operations are concentrated in California and Washington, and we are more sensitive than our more
geographically diversified competitors to adverse changes in the local economy.
Unlike many of our larger competitors that maintain significant operations located outside our market areas, substantially all of our customers
are individuals and businesses located and doing business in the states of California and Washington. As of December 31, 2020,
approximately 88% of the loans in our portfolio measured by dollar amount were secured by collateral located in California and 10% of the
loans in our portfolio measured by dollar amount were secured by collateral located in Washington. In addition, 62% of our real estate loans
measured by dollar amount, were secured by collateral located in southern California counties. Therefore, our success will depend upon the
general economic conditions in these areas, which we cannot predict with certainty. As a result, our operations and profitability may be more
adversely affected by a local economic downturn than those of large, more geographically diverse competitors. A downturn in the local
economy could make it more difficult for our borrowers to repay their loans and may lead to loan losses that are not offset by operations in
other markets; it may also reduce the ability of depositors to make or maintain deposits with us. For these reasons, any regional or local
economic downturn could have a material adverse effect on our business, financial condition and results of operations.
Our ability to conduct our business could be disrupted by natural or man-made disasters.
A significant number of our offices, and a significant portion of the real estate securing loans we make, and our borrowers' business
operations in general, are located in California. California has had and will continue to have major earthquakes in areas where a significant
portion of the collateral and assets of our borrowers are concentrated. California is also prone to natural and climate change related
disasters, including fires, mudslides, floods and other disasters. Additionally, acts of terrorism, war, civil unrest, violence, or other man-made
disasters could also cause disruptions to our business or to the economy as a whole. The occurrence of natural or man-made disasters could
destroy, or cause a decline in the value of, mortgaged properties that serve as our collateral and increase the risk of delinquencies, defaults,
foreclosures and losses on our loans, damage our banking facilities and offices, negatively impact regional economic conditions, result in a
decline in loan demand and loan originations, result in drawdowns of deposits by customers impacted by disasters and negatively impact the
implementation of our growth strategy. We have implemented a disaster recovery and business continuity plan that allows us to move critical
functions to a backup data center in the event of a catastrophe. Although this program is tested periodically, we cannot guarantee its
effectiveness in any disaster scenario. Regardless of the effectiveness of our disaster
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recovery and business continuity plan, the occurrence of any natural or man-made disaster could have a material adverse effect on our
business, financial condition and results of operations.
Liquidity Risk
Liquidity risk could impair our ability to fund operations and meet our obligations as they become due and failure to maintain
sufficient liquidity could materially adversely affect our growth, business, profitability and financial condition.
Liquidity is essential to our business. Liquidity risk is the potential that we will be unable to meet our obligations as they become due because
of an inability to liquidate assets or obtain adequate funding at a reasonable cost, in a timely manner and without adverse conditions or
consequences. We require sufficient liquidity to fund asset growth, meet customer loan requests, customer deposit maturities and
withdrawals, payments on our debt obligations as they come due and other cash commitments under both normal operating conditions and
other unpredictable circumstances, including events causing industry or general financial market stress. Liquidity risk can increase due to a
number of factors, including an over-reliance on a particular source of funding or market-wide phenomena such as market dislocation and
major disasters. Factors that could detrimentally impact access to liquidity sources include, but are not limited to, a decrease in the level of
our deposit activity as a result of a downturn in the markets in which our loans are concentrated, adverse regulatory actions against us, or
changes in the liquidity needs of our depositors. Market conditions or other events could also negatively affect the level or cost of funding,
affecting our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, and fund asset growth
and new business transactions at a reasonable cost, in a timely manner, and without adverse consequences. Our inability to raise funds
through deposits, borrowings, the sale of loans, and other sources could have a substantial negative effect on our business, and could result
in the closure of the Bank. Our access to funding sources in amounts adequate to finance our activities or on acceptable terms could be
impaired by factors that affect our organization specifically or the financial services industry or economy in general. Any substantial,
unexpected, and/or prolonged change in the level or cost of liquidity could impair our ability to fund operations and meet our obligations as
they become due and could have a material adverse effect on our business, financial condition and results of operations.
We rely on customer deposits, advances from the FHLB and brokered deposits to fund our operations. Although we have historically been
able to replace maturing deposits and advances, if desired, we may not be able to replace such funds in the future if our financial condition,
our CRA rating, the financial condition of the FHLB or market conditions change. FHLB borrowings and other current sources of liquidity may
not be available or, if available, sufficient to provide adequate funding for operations.
We may not be able to retain or grow our core deposit base, which could adversely impact our funding costs.
Like many financial institutions, we rely on customer deposits as our primary source of funding for our lending activities, and we continue to
seek customer deposits to maintain this funding base. Our future growth will largely depend on our ability to retain and grow our deposit
base. As of December 31, 2020, we had $5.3 billion in deposits and a loan to deposit ratio of 115%, which is higher than the level maintained
by many other banks. As of the same date, using deposit account related information such as tax identification numbers, account vesting and
account size, we estimated that $1.4 billion of our deposits exceeded the insurance limits established by the Federal Deposit Insurance
Corporation ("FDIC"). None of our deposits are governmental deposits secured by collateral. Although we have historically maintained a high
deposit customer retention rate, these deposits are subject to potentially dramatic fluctuations in availability or price due to certain factors
outside of our control, such as increasing competitive pressures for deposits, changes in interest rates and returns on other investment
classes, customer perceptions of our financial health and general reputation, or a loss of confidence by customers in us or the banking sector
generally, which could result in significant outflows of deposits within short periods of time or significant changes in pricing necessary to
maintain current customer deposits or attract additional deposits. Additionally, any such loss of funds could result in lower loan originations,
which could have a material adverse effect on our business, financial condition and results of operations.
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Risk of the Competitive Environment in which We Operate
We face significant and increasing competition in the financial services industry.
The banking markets in which we operate are highly competitive and our future growth and success will depend on our ability to compete
effectively in these markets. We compete for deposits, loans, and other financial services in our markets with commercial and community
banks, credit unions, savings and loan associations, mortgage banking firms and online mortgage lenders, including large national financial
institutions that operate in our market area. Many of these competitors are larger than us, have significantly more resources and greater
brand recognition than we do, and may be able to attract customers more effectively than we can. Increased competition could require us to
increase the rates we pay on deposits or lower the rates that we offer on loans, which could reduce our profitability. Our failure to compete
effectively in our market could restrain our growth or cause us to lose market share, which could have a material adverse effect on our
business, financial condition and results of operations.
Failure to keep pace with the rapid technological changes in the financial services industry could have a material adverse effect on
our competitive position and profitability.
The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and
services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs.
Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and
services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. Many of our
competitors have substantially greater resources to invest in technological improvements than we have. We may not be able to implement
new technology-driven products and services effectively or be successful in marketing these products and services to our customers. Failure
to successfully keep pace with technological change affecting the financial services industry could harm our ability to compete effectively and
could have a material adverse effect on our business, financial condition or results of operations. As these technologies are improved in the
future, we may be required to make significant capital expenditures in order to remain competitive, which may increase our overall expenses
and have a material adverse effect on our business, financial condition and results of operations.
Strategic Risk
We may not be able to maintain growth, earnings or profitability consistent with our strategic plan.
There can be no assurance that we will remain profitable in future periods, or, if profitable, that our overall earnings will remain consistent
with our prior results of operations, or increase in the future. Sustainable growth requires that we manage our risks by following prudent loan
underwriting standards, balancing loan and deposit growth without materially increasing interest rate risk or compressing our net interest
margin, maintaining more than adequate capital at all times, scaling technology platforms, hiring and retaining qualified employees, and
successfully implementing our strategic initiatives. Our failure to maintain a sustainable rate of growth or adequately manage the factors that
have contributed to that growth could have a material adverse effect on our earnings and profitability and, therefore on our business, financial
condition and results of operations.
We may pursue strategic acquisitions in the future, and we may not be able to overcome risks associated with such transactions.
We may explore opportunities to invest in, or to acquire, other financial institutions and businesses that we believe would complement our
existing business. Our investment or acquisition activities could be material to our business and involve a number of risks including the
following: investing time and incurring expense associated with identifying and evaluating potential investments or acquisitions and
negotiating potential transactions, resulting in our attention being diverted from the operation of our existing business; the lack of history
among our management team in working together on acquisitions and related integration activities; the time, expense and difficulty of
integrating the operations and personnel of the combined businesses; unexpected asset quality problems with acquired companies;
inaccurate estimates and judgments used to evaluate credit, operations, management and market risks with respect to the target institution
or assets; risks of impairment to goodwill or other than temporary impairment of investment securities; potential exposure to unknown or
contingent liabilities of banks and businesses we acquire; an inability to realize expected synergies or returns on investment; potential
disruption of our ongoing banking business; and loss of key employees or key customers following our investment or acquisition.
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We may not be successful in overcoming these risks or other problems encountered in connection with potential investments or acquisitions.
Our inability to overcome these risks could have an adverse effect on our ability to implement our business strategy and enhance
shareholder value, which, in turn, could have a material adverse effect on our business, financial condition or results of operations.
Additionally, if we record goodwill in connection with any acquisition, our financial condition and results of operation may be adversely
affected if that goodwill is subsequently determined to be impaired, which would require us to take an impairment charge.
New lines of business, products, product enhancements or services may subject us to additional risk.
From time to time, we may implement new lines of business or offer new products and product enhancements as well as new services within
our existing lines of business. There are substantial risks and uncertainties associated with these efforts. In developing, implementing or
marketing new lines of business, products, product enhancements or services, we may invest significant time and resources. We may
underestimate the appropriate level of resources or expertise necessary to make new lines of business or products successful or to realize
their expected benefits. We may not achieve the milestones set in initial timetables for the development and introduction of new lines of
business, products, product enhancements or services, and price and profitability targets may not prove feasible. External factors, such as
compliance with regulations, competitive alternatives and shifting market preferences, may also impact the ultimate implementation of a new
line of business or offerings of new products, product enhancements or services. Any new line of business, product, product enhancement or
service could have a significant impact on the effectiveness of our system of internal controls. We may also decide to discontinue businesses
or products, due to lack of customer acceptance or unprofitability. Failure to successfully manage these risks in the development and
implementation of new lines of business or offerings of new products, product enhancements or services could have a material adverse
effect on our business, financial condition and results of operations.
Operational Risk
Operational risks are inherent in our business.
Operational risks and losses can result from internal and external fraud; gaps or weaknesses in our risk management or internal control
procedures; errors by employees or third-parties; failure to document transactions properly or to obtain proper authorization; failure to comply
with applicable regulatory requirements; failures in the models we utilize and rely on; equipment failures, including those caused by electrical,
telecommunications or other essential utility outages; business continuity and data security system failures, including those caused by
computer viruses, cyberattacks, unforeseen problems encountered while implementing major new computer systems, upgrades to existing
systems or inadequate access to data or poor response capabilities in light of such business continuity or data security system failures; or the
inadequacy or failure of systems and controls, including those of our suppliers or counterparties. Although we have implemented risk controls
and loss mitigation actions, and substantial resources are devoted to developing efficient procedures, identifying and rectifying weaknesses
in existing procedures and training staff, there is no assurance that such actions will be effective in controlling all of the operational risks
faced by us. Failure of our risk controls and/or loss mitigation actions could have a material adverse effect on our business, financial
condition and results of operations.
We depend on information technology and telecommunications systems of third parties, and any systems failures or interruptions
could adversely affect our operations and financial condition.
Our business depends on the successful and uninterrupted functioning of our information technology and telecommunications systems. We
outsource many of our major systems, such as data processing, deposit processing, loan origination, email and anti-money laundering
monitoring systems. Of particular significance is our long-term contract for core data processing services with Fiserv. The failure of these
systems, or the termination of a third party software license or service agreement on which any of these systems is based, could interrupt our
operations, and we could experience difficulty in implementing replacement solutions. In many cases, our operations rely heavily on secured
processing, storage and transmission of information and the monitoring of a large number of transactions on a minute-by-minute basis, and
even a short interruption in service could have significant consequences. Because our information technology and telecommunications
systems interface with and depend on third party systems, we could experience service denials if demand for such services exceeds capacity
or such third party systems fail or experience interruptions. If significant, sustained or repeated, a system failure or service denial could
compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and subject us to additional
regulatory scrutiny and possible financial liability, any of which could
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have a material adverse effect on our business, financial condition and results of operations. In addition, failure of third parties to comply with
applicable laws and regulations, or fraud or misconduct on the part of employees of any of these third parties could disrupt our operations or
adversely affect our reputation.
Risks Related to Risk Management
Our risk management framework may not be effective in mitigating risks and/or losses to us.
Our risk management framework is comprised of various processes, systems and strategies, and is designed to manage the types of risk to
which we are subject, including, among others, credit, market, liquidity, operational, interest rate and compliance. Our framework also
includes financial or other modeling methodologies that involve management assumptions and judgment. Our risk management framework
may not be effective under all circumstances. Our risk management framework may not adequately mitigate any risk or loss to us. If our risk
management framework is not effective, we could suffer unexpected losses and our business, financial condition, results of operations or
growth prospects could be materially and adversely affected. We may also be subject to potentially adverse regulatory consequences.
If we fail to design, implement and maintain effective internal control over financial reporting or remediate any future material
weakness in our internal control over financial reporting, we may be unable to accurately report our financial results or prevent
fraud, which could have a material adverse effect on us.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the financial reporting and
the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles ("GAAP").
Effective internal control over financial reporting is necessary for us to provide reliable reports and prevent fraud.
Under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), management is required to annually assess and report on
the effectiveness of our internal control over financial reporting and, when we cease to be an emerging growth company under the JOBS Act,
include an attestation report by the Company’s independent auditors addressing the effectiveness of our internal control over financial
reporting. Our management may conclude that our internal control over financial reporting is not effective due to the failure to cure any
identified material weakness or otherwise. Moreover, even if management concludes that our internal control over financial reporting is
effective, our independent registered public accounting firm may conclude that our internal control over financial reporting is not effective. In
the course of their review, our independent registered public accounting firm may not be satisfied with the internal control over financial
reporting or the level at which the controls are documented, designed, operated or reviewed, or it may interpret the relevant requirements
differently from the Company. In addition, during the course of the evaluation, documentation and testing of our internal control over financial
reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the SEC for compliance
with the requirements of the Sarbanes-Oxley Act. Any such deficiencies may also subject us to adverse regulatory consequences. If we fail
to achieve and maintain the adequacy of internal control over financial reporting, as these standards are modified, supplemented or
amended from time to time, we may be unable to report our financial information on a timely basis, may not be able to conclude on an
ongoing basis that we have effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act, and may suffer
adverse regulatory consequences or violate NASDAQ's listing standards. There could also be a negative reaction in the financial markets
due to a loss of investor confidence in the reliability of our financial statements.
We believe that a control system, no matter how well designed and managed, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. We may not be able to
identify all significant deficiencies and/or material weaknesses in our internal control in the future, and our failure to maintain effective internal
control over financial reporting in accordance with the Sarbanes-Oxley Act could have a material adverse effect on our business, financial
condition and results of operations.
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We, and third parties on which we rely, are subject to cybersecurity risks and security breaches and may incur increasing costs in
an effort to minimize those risks and to respond to cyber incidents, and we may experience harm to our reputation and liability
exposure from security breaches.
Our business involves the storage and transmission of customers' proprietary information, and security breaches could expose us to a risk of
loss or misuse of this information, litigation and potential liability. While we have incurred no material cyber-attacks or security breaches to
date, a number of other financial services and other companies have disclosed cyber-attacks and security breaches, some of which have
involved intentional attacks. Attacks may be targeted at us, our customers, or both. Although we devote significant resources to maintain,
regularly update and backup our systems and processes that are designed to protect the security of our computer systems, software,
networks and other technology assets and the confidentiality, integrity and availability of information belonging to us or our customers, our
security measures may not be effective against all potential cyber-attacks or security breaches. Despite our efforts to ensure the integrity of
our systems, it is possible that we may not be able to anticipate or to implement effective preventive measures against all security breaches
of these types, especially because the techniques used change frequently or are not recognized until launched, and because cyber-attacks
can originate from a wide variety of sources. These risks may increase in the future as we continue to increase our internet-based product
offerings and expand our internal usage of web-based products and applications. If an actual or perceived security breach occurs, customer
perception of the effectiveness of our security measures could be harmed and could result in the loss of customers.
A successful penetration or circumvention of the security of our systems, including those of third party providers or other financial institutions,
or the failure to meet regulatory requirements for security of our systems, could cause serious negative consequences, including significant
disruption of our operations, misappropriation of our confidential information or that of our customers, or damage to our computers or
systems or those of our customers or counterparties, significant increases in compliance costs (such as repairing systems or adding new
personnel or protection technologies), and could result in violations of applicable privacy and other laws, financial loss to us or to our
customers, loss of confidence in our security measures, customer dissatisfaction, significant litigation and regulatory exposure, and harm to
our reputation, all of which could have a material adverse effect on our business, financial condition and results of operations.
We are dependent on the use of data and modeling in both our management's decision making generally, and in meeting
regulatory expectations in particular.
The use of statistical and quantitative models and other quantitatively-based analyses is endemic to bank decision making and regulatory
compliance processes, and the employment of such analyses is becoming increasingly widespread in our operations. Liquidity stress testing,
interest rate sensitivity analysis, allowance for loan loss measurement, loan portfolio stress testing and the identification of possible violations
of anti-money laundering regulations are examples of areas in which we are dependent on models and the data that underlies them. While
these quantitative techniques and approaches improve our decision making, they also create the possibility that faulty data or flawed
quantitative approaches could yield adverse outcomes or regulatory scrutiny. Secondarily, because of the complexity inherent in these
approaches, misunderstanding or misuse of their outputs could similarly result in suboptimal decision making, which could have a material
adverse effect on our business, financial condition and results of operations.
Regulatory, Compliance and Legal Risk
Our industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may
have a materially adverse effect on our operations.
The banking industry is highly regulated and supervised under both federal and state laws and regulations that are intended primarily for the
protection of depositors, customers, the public, the banking system as a whole or the FDIC Deposit Insurance Fund, not for the protection of
our shareholders and creditors. Compliance with these laws and regulations can be difficult and costly, and changes to laws and regulations
can impose additional compliance costs. The laws and regulations applicable to us govern a variety of matters, including permissible types,
amounts and terms of loans and investments we may make, the maximum interest rate that may be charged, the types of deposits we may
accept and the rates we may pay on such deposits, maintenance of adequate capital and liquidity, changes in control of us and our Bank,
transactions between us and our Bank, handling of nonpublic information, restrictions on dividends and establishment of new offices. We
must obtain approval from our regulators before engaging in certain activities, and there is risk that such approvals may not be granted,
either in a timely manner or
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at all. These requirements may constrain our operations, and the adoption of new laws and changes to or repeal of existing laws may have a
further impact on our business, financial condition and results of operations. Also, the burden imposed by those federal and state regulations
may place banks in general, including our Bank in particular, at a competitive disadvantage compared to their non-bank competitors. Our
failure to comply with any applicable laws or regulations, or regulatory policies and interpretations of such laws and regulations, could result
in sanctions by regulatory agencies, civil money penalties or damage to our reputation, all of which could have a material adverse effect on
our business, financial condition and results of operations.
Bank holding companies and financial institutions are extensively regulated and currently face an uncertain regulatory environment.
Applicable laws, regulations, interpretations, enforcement policies and accounting principles have been subject to significant changes in
recent years, and may be subject to significant future changes. Future changes may have a material adverse effect on our business, financial
condition and results of operations.
Federal and state regulatory agencies may adopt changes to their regulations or change the manner in which existing regulations are
applied. We cannot predict the substance or effect of pending or future legislation or regulation or the application of laws and regulations to
us. Compliance with current and potential regulation, as well as regulatory scrutiny, may significantly increase our costs, impede the
efficiency of our internal business processes, require us to increase our regulatory capital, and limit our ability to pursue business
opportunities in an efficient manner by requiring us to expend significant time, effort and resources to ensure compliance and respond to any
regulatory inquiries or investigations.
In addition, regulators may elect to alter standards or the interpretation of the standards used to measure regulatory compliance or to
determine the adequacy of liquidity, risk management or other operational practices for financial service companies in a manner that impacts
our ability to implement our strategy and could affect us in substantial and unpredictable ways, and could have a material adverse effect on
our business, financial condition and results of operations. Furthermore, the regulatory agencies have extremely broad discretion in their
interpretation of laws and regulations and their assessment of the quality of our loan portfolio, securities portfolio and other assets. If any
regulatory agency's assessment of the quality of our assets, operations, lending practices, investment practices, capital structure or other
aspects of our business differs from our assessment, we may be required to take additional charges or undertake, or refrain from taking,
actions that could have a material adverse effect on our business, financial condition and results of operations.
We provide banking services to California-licensed cannabis businesses and the strict enforcement of federal laws regarding
cannabis would likely result in our inability to continue this line of business and we could have legal action taken against us by the
federal government.
We have launched a pilot program to provide deposit services to a limited number of California-licensed cannabis related businesses
("CRBs"). We will not be providing any extensions of credit under this program. Though medical and adult-use cannabis is legal in the state
of California, its manufacture, distribution, possession, and use are prohibited under the federal Controlled Substances Act ("CSA").
Violations of the CSA are punishable by imprisonment and fines. Although there have been several examples of proposed federal legislation
that would resolve the conflict between state and federal laws with respect to cannabis, no such legislation has passed to date.
In 2013, the U.S. Department of Justice ("DOJ") issued a memo ("Cole Memo") that outlined the DOJ's enforcement priorities with regard to
cannabis and instructed federal prosecutors to focus prosecutorial efforts on eight priorities detailed in the memo. In 2018, the DOJ rescinded
the Cole Memo and no subsequent guidance has been issued by the DOJ. In 2014, the U.S. Department of the Treasury's Financial Crimes
Enforcement Network ("FinCEN") published guidelines as a response to the issuance of the Cole Memo to provide guidance for financial
institutions servicing state legal cannabis businesses. The FinCEN guidance, which remains in effect, discusses federal regulators'
expectations regarding the Bank Secrecy Act of 1970 compliance and due diligence protocols when a financial institution provides banking
services to a CRB. Any adverse change to the FinCEN guidance or the interpretation of the guidance by federal regulators could cause us to
immediately terminate our cannabis banking program. Any change in the enforcement priorities of the DOJ, FinCEN, or our federal banking
regulators or our failure to comply with the FinCEN guidance could result in legal or administrative action being taken against us, and such
action could have a material adverse effect on our business, financial condition and results of operations.
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Regulatory requirements affecting our loans secured by commercial real estate could limit our ability to leverage our capital and
adversely affect our growth and profitability.
The federal banking agencies have issued guidance for institutions that are deemed to have concentrations in CRE lending. Pursuant to the
supervisory criteria contained in the relevant guidance, institutions which have (i) total reported loans for construction, land development, and
other land which represent 100% or more of an institution's total risk-based capital; or (ii) total CRE loans representing 300% or more of the
institution's total risk-based capital and the outstanding balance of the institution's CRE loan portfolio has increased 50% or more during the
prior 36 months are identified as having potential CRE concentration risk. Institutions which are deemed to have concentrations in CRE
lending are expected to employ heightened levels of risk management with respect to their CRE portfolios, and may be required to hold
higher levels of capital. We have a concentration in CRE loans, and multifamily residential real estate loans in particular, and we have
experienced significant growth in our CRE portfolio in recent years. As of December 31, 2020, CRE loans represent 606% of the Company's
total risk-based capital. Multifamily residential real estate loans, the vast majority of which are 50% risk weighted for regulatory capital
purposes, were 575% of the Company's total risk-based capital. Management has extensive experience in CRE lending, and has
implemented and continues to maintain heightened portfolio monitoring and reporting, and strong underwriting criteria with respect to its CRE
portfolio. Nevertheless, we could be required to maintain higher levels of capital as a result of our CRE concentration, which could limit our
growth, require us to obtain additional capital, and have a material adverse effect on our business, financial condition and results of
operations.
Litigation and regulatory actions, including possible enforcement actions, could subject us to significant fines, penalties,
judgments or other requirements resulting in increased expenses or restrictions on our business activities.
In the normal course of business, from time to time, we have in the past and may in the future be named as a defendant in various legal
actions, arising in connection with our current and/or prior business activities. Legal actions could include claims for substantial
compensatory or punitive damages or claims for indeterminate amounts of damages. We may also, from time to time, be the subject of
subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding
our current and/or prior business activities. Any such legal or regulatory actions may subject us to substantial compensatory or punitive
damages, significant fines, penalties, obligations to change our business practices or other requirements resulting in increased expenses,
diminished income and damage to our reputation. Our involvement in any such matters, whether tangential or otherwise and even if the
matters are ultimately determined in our favor, could also cause significant harm to our reputation and divert management attention from the
operation of our business. Further, any settlement, consent order or adverse judgment in connection with any formal or informal proceeding
or investigation by government agencies may result in litigation, investigations or proceedings as other litigants and government agencies
begin independent reviews of the same activities. As a result, legal and regulatory actions could have a material adverse effect on our
business, financial condition and results of operations.
Regulatory initiatives regarding bank capital requirements may require heightened capital.
Regulatory capital rules adopted in July 2013, which implement the Basel III regulatory capital reforms, include a common equity Tier 1
capital requirement and establish criteria that instruments must meet to be considered common equity Tier 1 capital, additional Tier 1 capital
or Tier 2 capital. These enhancements were intended to both improve the quality and increase the quantity of capital required to be held by
banking organizations, and to better equip the U.S. banking system to deal with adverse economic conditions. The capital rules require bank
holding companies and banks to maintain a common equity Tier 1 capital ratio of 4.5%, a minimum total Tier 1 risk based capital ratio of 6%,
a minimum total risk based capital ratio of 8%, and a minimum leverage ratio of 4%. Bank holding companies and banks are also required to
hold a capital conservation buffer of common equity Tier 1 capital of 2.5% to avoid limitations on capital distributions and discretionary
executive compensation payments. The revised capital rules also require banks to maintain a common equity Tier 1 capital ratio of 6.5% or
greater, a Tier 1 capital ratio of 8% or greater, a total capital ratio of 10% or greater and a leverage ratio of 5% or greater to be deemed "well-
capitalized" for purposes of certain rules and prompt corrective action requirements. The Federal Reserve may also set higher capital
requirements for holding companies whose circumstances warrant it. As of December 31, 2020, we were in compliance with all applicable
regulatory capital requirements, including the capital conservation buffer, and the Bank qualified as "well-capitalized" for purposes of the
FDIC's prompt corrective action regulations. Future regulatory change could impose higher capital standards. Failure to maintain capital to
meet current or future regulatory requirements could have a significant material adverse effect on our business, financial condition and
results of operations.
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We are subject to the anti-money laundering statutes and regulations, and failure to comply with these laws could lead to a wide
variety of sanctions, damage our reputation and otherwise adversely affect our business.
The Bank Secrecy Act of 1970, the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism
Act of 2001 ("Patriot Act"), and other laws and regulations require financial institutions, among other duties, to institute and maintain an
effective anti-money laundering program and to file reports such as suspicious activity reports and currency transaction reports. We are
required to comply with these and other anti-money laundering requirements. Our federal and state banking regulators, FinCEN, and other
government agencies are authorized to impose significant civil money penalties for violations of anti-money laundering requirements. We are
also subject to increased scrutiny of compliance with the regulations issued and enforced by the Office of Foreign Assets Control ("OFAC"). If
our program is deemed deficient, we could be subject to liability, including fines, civil money penalties and other regulatory actions, which
may include restrictions on our business operations and our ability to pay dividends, restrictions on mergers and acquisitions activity,
restrictions on expansion, and restrictions on entering new business lines. Failure to maintain and implement adequate programs to combat
money laundering and terrorist financing could also have significant reputational consequences for us. Any of these circumstances could
have a material adverse effect on our business, financial condition or results of operations.
We are subject to numerous consumer protection laws, and failure to comply with these laws could lead to a wide variety of
sanctions, damage our reputation and otherwise adversely affect our business.
The Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations,
including state laws and regulations, prohibit discriminatory lending practices by financial institutions. The Federal Trade Commission Act and
the Dodd-Frank Act prohibit unfair, deceptive, or abusive acts or practices by financial institutions. We are also subject to complex and
evolving laws and regulations governing the privacy and protection of personally identifiable information of individuals (including customers,
employees, and other third parties), including, but not limited to, the Gramm-Leach-Bliley Act, and the California Consumer Protection Act. A
challenge to an institution's compliance with these and other consumer protections laws and regulations could result in a wide variety of
sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on
expansion, and restrictions on entering new business lines. Such actions could have a material adverse effect on our reputation, business,
financial condition and results of operations.
Risk from Accounting Changes
We are subject to an extensive body of accounting rules and best practices. Periodic changes to such rules may change the
treatment and recognition of critical financial line items and affect our profitability.
The nature of our business makes us sensitive to the large body of accounting rules in the U.S. From time to time, the governing bodies that
oversee changes to accounting rules and reporting requirements may release new guidance for the preparation of our financial statements.
These changes can materially impact how we record and report our financial condition and results of operations. In some instances, we could
be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. These changes
could adversely affect our capital, regulatory capital ratios, ability to make larger loans, earnings and performance metrics. We are evaluating
the impact the CECL accounting model will have on our financial results, but expect to recognize a one-time cumulative-effect adjustment to
the allowance for loan losses and retained earnings as of the beginning of the first reporting period in which the new standard is effective. We
cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on our financial
condition or results of operations. Any such changes could have a material adverse effect on our business, financial condition and results of
operations.
Risks Related to an Investment in Our Common Stock
We are controlled by trusts established for the benefit of members of the Trione family, whose interests in our business may be
different from yours.
As of December 31, 2020, the Trione Family Trusts control 76.7% of our common stock and if they vote in the same manner, are able to
determine the outcome of all matters put to a shareholder vote, including the election of directors, the approval of mergers, material
acquisitions and dispositions and other extraordinary transactions, and
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amendments to our articles of incorporation, bylaws and other corporate governance documents. So long as the Trione Family Trusts
continue to own a majority of our common stock, they will have the ability, if they vote in the same manner, to prevent any transaction that
requires shareholder approval regardless of whether others believe the transaction is in our best interests. In any of these matters, the
interests of the Trione Family Trusts may differ from or conflict with the interests of our other shareholders. Moreover, this concentration of
stock ownership may also adversely affect the trading price of our common stock, if investors perceive disadvantages in owning stock of a
company with a controlling group.
We may discontinue the payment of dividends on, or repurchases of, our common stock.
Our stockholders are only entitled to receive such dividends as our Board may declare out of funds legally available for such payments. In
October 2020, our Board authorized us to repurchase up to $20.0 million of our common stock. We are not required to pay dividends on, or
effect repurchases of, our common stock and may reduce or eliminate our common stock dividend and/or share repurchase program in the
future. Our ability to pay dividends to our stockholders is subject to the restrictions set forth in Delaware law, by the Federal Reserve, and by
certain covenants contained in our subordinated debentures. Notification to the Federal Reserve is also required prior to our declaring and
paying a cash dividend to our stockholders during any period in which our quarterly and/or cumulative twelve-month net earnings are
insufficient to fund the dividend amount, among other requirements. We may not pay a dividend if the Federal Reserve objects or until such
time as we receive approval from the Federal Reserve or we no longer need to provide notice under applicable regulations. In addition, we
may be restricted by applicable law or regulation or actions taken by our regulators, now or in the future, from paying dividends to, or
repurchasing shares of our common stock from, our stockholders. We cannot provide assurance that we will continue paying dividends on, or
repurchase shares of, our common stock at current levels or at all. A reduction or discontinuance of dividends on our common stock or our
share repurchase program could have a material adverse effect on our business, including the market price of our common stock.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our corporate headquarters is located at 520 Third Street, Santa Rosa, California. In addition to our corporate headquarters, the Bank
operates ten full service branches in California located in Sonoma, Marin, Santa Clara, and Los Angeles Counties and one full service branch
in Washington located in King County. We also operate six loan production offices located throughout California, as well as a loan production
office in Clackamas County, Oregon. Other than our main branch in Santa Rosa, California, which we own, we lease all of our other offices.
Item 3. Legal Proceedings
From time to time, we are party to legal actions that are routine and incidental to our business. Given the nature, scope and complexity of the
extensive legal and regulatory landscape applicable to our business, we, like all banking organizations, are subject to heightened regulatory
compliance and legal risk. However, based on available information, management does not expect the ultimate disposition of any or a
combination of these actions to have a material adverse effect on our business, financial condition or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders of Record
Our common stock is listed on the NASDAQ Global Select Stock Market under the trading symbol "LBC". As of March 1, 2021, we had
approximately 1,756 record holders. On March 1, 2021 our stock closed at $10.62.
Stock Performance Graph
The performance graph and table below compare the cumulative total stockholder return on the common stock of the Company with the
cumulative total return on the equity securities included in (i) the Russell 2000 Index, which measures the performance of the smallest 2,000
members by market cap of the Russell Index, (ii) the SNL Western U.S. Bank Index, which reflects the performance of publicly traded U.S.
companies that do business as banks in the Western U.S., and (iii) the SNL U.S. Bank and Thrift Index, which reflects the performance of
publicly traded U.S. companies that do business as regional banks or thrifts. During the year ended December 31, 2020, the Company
decided to add the SNL Western U.S. Bank Index because management believes that comparing the Company's stock performance to the
stock performance of other publicly traded industry participants operating in the Company's primary geographic markets is meaningful.
The graph assumes an initial $100 investment on December 8, 2017, the date that the stock of the Company began trading on the NASDAQ
Global Select Stock Market through December 31, 2020, the final trading day of 2020. Data for the Russell 2000, the SNL Western U.S.
Bank and the SNL U.S. Bank and Thrift indices assume reinvestment of dividends. Returns are shown on a total return basis. The
performance graph represents past performance and should not be considered to be an indication of future performance. This graph is not
deemed filed with the SEC.
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Index
Luther Burbank
Corporation
Russell 2000
Index
SNL Western U.S.
Bank Index
SNL U.S. Bank
and Thrift Index
12/8/17
12/31/17
3/31/18
6/30/18
9/30/18
12/31/18
Period Ended
6/30/19
3/31/19
9/30/19
12/31/19
3/31/20
6/30/20
9/30/20
12/31/20
100.00
102.47
102.33
98.48
93.63
78.09
87.95
95.36
99.76
102.03
81.57
89.54
75.21
88.78
100.00
101.03
100.95
108.78
112.67
89.91
103.02
105.18
102.65
112.85
78.30
98.21
103.05
135.38
100.00
101.92
92.1
97.67
94.3
80.7
85.8
85.75
89.98
98.41
56.10
56.69
53.06
72.63
100.00
100.50
99.52
98.30
100.08
83.49
90.69
96.13
98.84
112.83
67.47
74.47
72.76
97.90
Source: S&P Global Market Intelligence
Dividend Policy
Holders of our common stock are only entitled to receive dividends when, and if, declared by our board of directors out of funds legally
available for dividends.
Any future determination relating to our dividend policy will be made by our board of directors and will depend on a number of factors,
including general and economic conditions, industry standards, our financial condition and operating results, our available cash and current
and anticipated cash needs, capital requirements, our ability to service debt obligations senior to our common stock, banking regulations,
contractual, legal, tax and regulatory restrictions, and limitations on the payment of dividends by us to our shareholders or by the Bank to us,
and such other factors as our board of directors may deem relevant.
Because we are a bank holding company and do not engage directly in business activities of a material nature, our ability to pay any
dividends on our common stock depends, in large part, upon our receipt of dividends from our Bank, which is also subject to numerous
limitations on the payment of dividends under federal and state banking laws, regulations and policies.
Subject to the discretion of our board of directors, commencing in the second quarter of 2018, the Company established a regular quarterly
cash dividend on our common stock of $0.0575 per share. Although we currently intend to pay dividends according to our dividend policy,
there can be no assurance that we will pay any dividend to holders of our stock, or as to the amount of any such dividends. Our board of
directors, in its sole discretion, can change the amount or frequency of this dividend or discontinue the payment of dividends entirely at any
time.
The following table shows the dividends that have been declared on our common stock with respect to the periods indicated below. The per
share amounts are presented to the nearest cent.
(dollars in thousands except per share data)
Quarter ended March 31, 2019
Quarter ended June 30, 2019
Quarter ended September 30, 2019
Quarter ended December 31, 2019
Quarter ended March 31, 2020
Quarter ended June 30, 2020
Quarter ended September 30, 2020
Quarter ended December 31, 2020
Amount Per Share
$
Total Cash Dividend
3,294
3,267
3,234
3,237
3,240
3,038
3,022
3,014
0.06 $
0.06
0.06
0.06
0.06
0.06
0.06
0.06
Dividend Limitations. California law places limits on the amount of dividends the Bank may pay to the Company without prior approval. Prior
regulatory approval is required to pay dividends which exceed the lesser of the Bank’s retained earnings or the Bank’s retained net income
for the prior three fiscal years. State and federal bank regulatory agencies also have authority to prohibit a bank from paying dividends if such
payment is deemed to be an unsafe or unsound practice, and the Federal Reserve has the same authority over bank holding companies. We
would not be able to pay a dividend in excess of our retained earnings, or where our liabilities would exceed our assets.
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The Federal Reserve has established requirements with respect to the maintenance of appropriate levels of capital by registered bank
holding companies. Compliance with such standards, as presently in effect, or as they may be amended from time to time, could possibly
limit the amount of dividends that we may pay in the future. The Federal Reserve has issued guidance on the payment of cash dividends by
bank holding companies. In the statement, the Federal Reserve expressed its view that a holding company experiencing earnings
weaknesses should not pay cash dividends exceeding its net income, or which could only be funded in ways that weaken the holding
company’s financial health, such as by borrowing. Under Federal Reserve guidance, as a general matter, the Board of Directors of a holding
company should inform the Federal Reserve and should eliminate, defer, or significantly reduce the dividends if: (i) the holding company’s net
income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund
the dividends; (ii) the holding company’s prospective rate of earnings retention is not consistent with its capital needs and overall current and
prospective financial condition; or (iii) the holding company will not meet, or is in danger of not meeting, its minimum regulatory capital
adequacy ratios. As a depository institution, the deposits of which are insured by the FDIC, the Bank may not pay dividends or distribute any
of its capital assets while it remains in default on any assessment due the FDIC. The Bank currently is not in default under any of its
obligations to the FDIC.
Purchases of Equity Securities
The table below summarizes the Company's monthly repurchases of equity securities during the quarter ended December 31, 2020 (dollars
in thousands, except per share data):
Period
October 1 - 31, 2020
November 1 - 30, 2020
December 1 - 31, 2020
Total
Total Number of Shares
Purchased
Average Price Paid Per
Share
— $
149,360
—
149,360 $
—
9.52
—
9.52
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (1)
Approximate Dollar Value of
Shares that May Yet be
Purchased Under the Plans
or Program (1)
— $
149,360
—
149,360 $
—
18,579
18,579
18,579
(1) On October 30, 2020, the Board of Directors of the Company authorized the repurchase of $20.0 million of the Company’s common stock
pursuant to a formal program adopted on that date (the “Plan”). The Plan has been adopted in accordance with guidelines specified by Rule
10b5-1 and under Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and the Company’s Insider Trading Policy. The Plan
is effective from November 2, 2020 until December 31, 2021. The Plan was announced by Current Report on Form 8-K on November 2,
2020.
Shares Eligible for Sale Pursuant to Rule 144
An aggregate of 35.8 million shares of common stock held by the Trione Family Trusts, which were issued in private transactions, are eligible
for sale in accordance with Rule 144 under the Securities Act.
Item 6. Selected Financial Data
The following table sets forth the Company’s selected historical consolidated financial data for the years and as of the dates indicated. You
should read this information together with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and the Company’s audited consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.
The selected historical consolidated financial data as of and for the years ended December 31, 2020 and 2019 are derived from our audited
consolidated financial statements, which are included elsewhere in this Annual Report on Form 10-K. The selected historical consolidated
financial data as of and for the years ended December 31, 2018, 2017 and 2016 (except as otherwise noted below) are derived from our
audited consolidated financial statements not included in this Annual Report on Form 10-K. The Company’s historical results for any prior
period are not necessarily indicative of future performance.
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(Dollars in thousands, except per share data)
Statements of Income and Financial Condition Data
2020
2019
2018
2017
2016
As of or For the Years Ended December 31,
Net income
Pre-tax, pre-provision net earnings (1)
Total assets
Per Common Share (2)
Diluted earnings per share
Book value per share
Tangible book value per share (1)
$
$
$
$
$
$
39,912
67,209
6,906,104
0.75
11.75
11.69
Actual/Pro Forma Net Income and Per Common Share Data (1)
Actual/pro forma net income
Actual/pro forma diluted earnings per share (2)
$
$
39,912
0.75
$
$
$
$
$
$
$
$
48,861
70,714
7,045,828
0.87
10.97
10.91
48,861
0.87
$
$
$
$
$
$
$
$
45,060
66,531
6,937,212
0.79
10.31
10.25
45,060
0.79
$
$
$
$
$
$
$
$
69,384
61,859
5,704,380
1.62
9.74
9.68
37,834
0.88
$
$
$
$
$
$
$
$
52,121
41,237
5,063,585
1.24
9.63
9.55
31,285
0.74
Selected Ratios
Return on average:
Assets
Stockholders' equity
Dividend payout ratio
Net interest margin
Efficiency ratio (1)
Noninterest expense to average assets
Loan to deposit ratio
Actual/Pro Forma Selected Ratios (1)
Actual/pro forma return on average assets
Actual/pro forma return on average stockholders'
equity
Credit Quality Ratios
Allowance for loan losses to loans
Allowance for loan losses to nonperforming loans
Nonperforming assets to total assets
Net charge-offs (recoveries) to average loans
Capital Ratios
Tier 1 leverage ratio
Total risk-based capital ratio
0.56 %
6.53 %
30.85 %
1.97 %
52.38 %
1.04 %
114.92 %
0.56 %
6.53 %
0.76 %
732.04 %
0.09 %
0.01 %
9.45 %
18.60 %
0.69 %
8.15 %
26.67 %
1.84 %
46.86 %
0.88 %
119.03 %
0.69 %
8.15 %
0.58 %
568.47 %
0.09 %
(0.01)%
9.47 %
17.97 %
0.70 %
7.96 %
35.43 %
1.98 %
48.51 %
0.98 %
122.59 %
0.70 %
7.96 %
0.56 %
1,705.47 %
0.03 %
(0.01)%
9.42 %
17.20 %
1.26 %
16.30 %
97.72 %
2.05 %
47.76 %
1.03 %
127.59 %
0.69 %
8.89 %
0.60 %
437.91 %
0.12 %
(0.01)%
11.26 %
18.78 %
1.11 %
13.35 %
32.23 %
2.04 %
59.76 %
1.31 %
133.17 %
0.67 %
8.02 %
0.75 %
1,251.80 %
0.05 %
(0.01)%
9.47 %
18.58 %
(1) Considered a non-GAAP financial measure. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - ‘‘Non-GAAP
Financial Measures’’ for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure. Tangible book value is defined as total
assets less goodwill and total liabilities. Efficiency ratio is defined as the ratio of noninterest expense to net interest income plus noninterest income. Pre-tax, pre-
provision net earnings is defined as net income before taxes and provision for loan losses. For periods prior to January 1, 2018, we calculate our pro forma net
income, return on average assets and return on average stockholders' equity by adding back our franchise S-Corporation tax to net income, and using a combined
C-Corporation effective tax rate for federal and California income taxes of 42.0%. This calculation reflects only the change in our status as an S-Corporation and
does not give effect to any other transaction. Beginning January 1, 2018, our pro forma provision for tax expense is our actual C-Corporation provision.
(2) Earnings per common share, basic and diluted, book value per common share and actual/pro forma diluted earnings per share have been adjusted retroactively
to reflect a 200-for-1 stock split effective April 27, 2017.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based on and should be read in conjunction with Part II. Item 6. Selected Financial Data and our
consolidated financial statements and the accompanying notes thereto contained elsewhere in this Annual Report on Form 10-K. However,
because we conduct all of our material business operations through our bank subsidiary, Luther Burbank Savings, the discussion and
analysis relates to activities primarily conducted by the Bank.
The following discussion and analysis is intended to facilitate the understanding and assessment of significant changes and trends in our
business that accounted for the changes in our results of operations for the year ended December 31, 2020, as compared to our results of
operations for the year ended December 31, 2019, and our financial condition at December 31, 2020 as compared to our financial condition
at December 31, 2019.
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In addition to historical information, this discussion and analysis contains forward-looking statements that are subject to certain risks and
uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks,
uncertainties and other factors, including those set forth in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”
sections of this Annual Report, may cause actual results to differ materially from those projected results discussed in the forward-looking
statements appearing in this discussion and analysis. Please read these sections carefully. We assume no obligation to update any of these
forward-looking statements.
Overview
We are a bank holding company headquartered in Santa Rosa, California, and the parent company of Luther Burbank Savings, a California-
chartered commercial bank headquartered in Gardena, California with $6.9 billion in assets at December 31, 2020. Our principal business is
providing high-value, relationship-based banking products and services to our customers, which include real estate investors, professionals,
entrepreneurs, depositors and commercial businesses. We generate most of our revenue from interest on loans and investments. Our
primary source of funding for our loans is retail deposits and we place secondary reliance on wholesale funding, primarily borrowings from
the FHLB and brokered deposits. Our largest expenses are interest on deposits and borrowings along with salaries and related employee
benefits. Our principal lending products are real estate secured loans, consisting primarily of multifamily residential properties and jumbo
single family residential properties on the West Coast.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with GAAP and with general practices within the financial services
industry. Application of these principles requires management to make complex and subjective estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other
assumptions that we believe to be reasonable under current circumstances. These assumptions form the basis for our judgments about the
carrying values of assets and liabilities that are not readily available from independent, objective sources. We evaluate our estimates on an
ongoing basis. Use of alternative assumptions may have resulted in significantly different estimates. Actual results may differ from these
estimates.
Our most significant accounting policies are described in Note 1 to our Financial Statements for the year ended December 31, 2020. We
have identified the following accounting policies and estimates that, due to the difficult, subjective or complex judgments and assumptions
inherent in those policies and estimates and the potential sensitivity of our financial statements to those judgments and assumptions, are
critical to an understanding of our financial condition and results of operations. We believe that the judgments, estimates and assumptions
used in the preparation of our financial statements are reasonable and appropriate.
Pursuant to the JOBS Act, as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or
revised accounting standards. We have elected not to opt out of such extended transition period, which means that when a standard is
issued or revised and it has different application dates for public or private companies, we may adopt the standard for the private company.
We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all
of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging
growth company.
Allowance for Loan Losses
The allowance for loan losses is provided for probable incurred credit losses inherent in the loan portfolio at the statement of financial
condition date. The allowance is increased by a provision charged to expense and reduced by loan principal charge-offs, net of recoveries.
Where management determines that the allowance for loan losses is more than adequate to absorb the probable incurred credit losses in the
portfolio, the allowance is reduced by recapturing provisions and a credit is made to the expense account. The allowance is based on
management’s assessment of various factors including, but not limited to, the nature of the loan portfolio, previous loss experience, known
and inherent risks in the portfolio, the estimated value of underlying collateral, information that may affect a borrower’s ability to repay, current
economic conditions and the results of our ongoing reviews of the portfolio. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Bank’s allowance. Such agencies may require the Bank to recognize additions to the
allowance based on judgments
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different from those of management.
While we use available information, including independent appraisals for collateral, to estimate the extent of probable incurred loan losses
within the loan portfolio, inherent uncertainties in the estimation process make it reasonably possible that ultimate losses may vary
significantly from our original estimates. Generally, loans are partially or fully charged off when it is determined that the unpaid principal
balance exceeds the current fair value of the collateral with no other likely source of repayment. In addition, the estimates utilized to
determine the appropriate allowance for loan losses at December 31, 2020 may be materially different from actual results due to the COVID-
19 pandemic.
Fair Value Measurement
We use estimates of fair value in applying various accounting standards for our consolidated financial statements. Fair value is defined as the
exit price at which an asset may be sold or a liability may be transferred in an orderly transaction between willing and able market
participants. When available, fair value is measured by looking at observable market prices for identical assets and liabilities in an active
market. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves,
prepayment speeds and credit spreads. Depending on the availability of observable inputs and prices, different valuation models could
produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable.
Changes in the fair value of debt securities available for sale and derivatives designated as effective cash flow hedges are recorded in our
consolidated statements of financial condition and comprehensive income (loss) while changes in the fair value of equity securities, loans
held for sale or other derivatives are recorded in the consolidated statements of financial condition and in the consolidated statements of
income.
Investment Securities Impairment
We assess, on a quarterly basis, whether there have been any events or economic circumstances to indicate that a security in which we
have an unrealized loss is impaired on an other than temporary basis. In any instance, we would consider many factors, including the
severity and duration of the impairment, the portion of any unrealized loss attributable to a decline in the credit quality of an issuer, our intent
and ability to hold the security for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, and, for
debt securities, external credit ratings and recent downgrades. Securities with respect to which there is an unrealized loss that is deemed to
be other-than-temporary are written down to fair value.
Non-GAAP Financial Measures
Some of the financial measures discussed in Item 6. Selected Financial Data and Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation are ‘‘non-GAAP financial measures.’’ In accordance with SEC rules, we classify a financial
measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that
have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable
measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our consolidated
statements financial condition, income or cash flows.
Pre-tax, pre-provision net earnings is defined as net income before taxes and provision for (reversal of) loan losses. We believe the most
directly comparable GAAP financial measure is income before taxes. Disclosure of this measure enables you to compare our operations to
those of other banking companies before consideration of taxes and provision expense, which some investors may consider to be a more
appropriate comparison given our S-Corporation status in prior years and recaptures from the allowance for loan losses. Prior to January 1,
2018, we calculate our pro forma net income, return on average assets, return on average equity and per share amounts by adding back our
franchise S-Corporation tax to net income, and using a combined C-Corporation effective tax rate for federal and California income taxes of
42.0%. This calculation reflects only the change in our status as an S-Corporation and does not give effect to any other transaction.
Beginning January 1, 2018, our pro forma income tax expense is our actual C-Corporation tax provision. Tangible book value is defined as
total assets less goodwill and total liabilities. Efficiency ratio is defined as noninterest expenses divided by operating revenue, which is equal
to net interest income plus noninterest income. For the year ended December 31, 2020, we calculated a pro forma net income and efficiency
ratio to reverse the impact of a material non-recurring cost incurred in connection with the prepayment of long-term FHLB borrowings. We
believe that these non-GAAP financial measures provide useful
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information to management and investors that is supplementary to our consolidated statements of financial condition, income and cash flows
computed in accordance with GAAP. However, we acknowledge that our non-GAAP financial measures have a number of limitations. As
such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily
comparable to non-GAAP financial measures that other banking companies use. Other banking companies may use names similar to those
we use for the non-GAAP financial measures we disclose, but may calculate them differently. You should understand how we and other
companies each calculate their non-GAAP financial measures when making comparisons.
The following reconciliation table provides a more detailed analysis of these non-GAAP financial measures:
2020
2019
2018
2017
2016
As of or For the Years Ended December 31,
56,659
10,550
67,209
73,934
138,623
2,520
141,143
$
$
$
$
69,464
1,250
70,714
62,368
128,407
4,675
133,082
$
$
$
$
62,931
3,600
66,531
62,687
125,087
4,131
129,218
$
$
$
$
65,231
(3,372)
61,859
56,544
110,895
7,508
118,403
$
$
$
$
53,940
(12,703)
41,237
61,242
94,594
7,885
102,479
52.38 %
46.86 %
48.51 %
47.76 %
59.76 %
(Dollars in thousands except per share data)
Pre-tax, Pre-provision Net Earnings
Income before provision for income taxes
Plus: Provision for (reversal of) loan losses
Pre-tax, pre-provision net earnings
Efficiency Ratio
Noninterest expense (numerator)
Net interest income
Noninterest income
Operating revenue (denominator)
Efficiency ratio
Pro Forma Efficiency Ratio
Noninterest expense
Less: Non-recurring noninterest expense item,
before income taxes
(1)
Pro forma noninterest expense (numerator)
Operating revenue (denominator)
Pro forma efficiency ratio
(1)
Pro Forma Net Income
Net income
Add: Non-recurring noninterest expense item,
net income taxes
Pro forma net income
Actual/Pro Forma Net Income
Income before provision for income taxes
Actual/pro forma provision for income taxes
(2)
Actual/pro forma net income (numerator)
Actual/Pro Forma Diluted Earnings Per Share
Weighted average common shares outstanding -
diluted (denominator)
(3)
(2)
Actual/pro forma diluted earnings per share
Actual/Pro Forma Return on Average Assets
Actual/pro forma net income (numerator)
Average assets (denominator)
(2)
Actual/pro forma return on average assets
$
$
$
$
$
$
$
$
$
$
$
$
$
$
73,934
(10,443)
63,491
141,143
44.98 %
39,912
7,352
47,264
56,659
16,747
39,912
53,146,298
0.75
39,912
7,092,407
0.56 %
$
$
$
$
$
$
$
69,464
20,603
48,861
56,219,892
0.87
48,861
7,066,547
0.69 %
48,861
599,574
$
$
$
$
$
$
$
62,931
17,871
45,060
56,825,402
0.79
45,060
6,405,931
0.70 %
45,060
566,275
$
$
$
$
$
$
$
65,231
27,397
37,834
42,957,936
0.88
37,834
5,485,832
0.69 %
37,834
425,698
$
$
$
$
$
$
$
53,940
22,655
31,285
42,000,000
0.74
31,285
4,676,676
0.67 %
31,285
390,318
Actual/Pro Forma Return on Average Stockholders' Equity
Actual/pro forma net income (numerator)
Average stockholders' equity (denominator)
$
$
39,912
610,770
(2)
Actual/pro forma return on average
stockholders' equity
6.53 %
8.15 %
7.96 %
8.89 %
8.02 %
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(Dollars in thousands except per share data)
Tangible Book Value Per Share
Total assets
Less: Goodwill
Tangible assets
Less: Total liabilities
Tangible stockholders' equity (numerator)
Period end shares outstanding (denominator)
(3)
Tangible book value per share
2020
2019
2018
2017
2016
As of or For the Years Ended December 31,
$
$
$
6,906,104 $
(3,297)
6,902,807
(6,292,413)
610,394 $
7,045,828 $
(3,297)
7,042,531
(6,431,364)
611,167 $
6,937,212 $
(3,297)
6,933,915
(6,356,067)
577,848 $
5,704,380 $
(3,297)
5,701,083
(5,154,635)
546,448 $
52,220,266
55,999,754
56,379,066
56,422,662
11.69 $
10.91 $
10.25 $
9.68 $
5,063,585
(3,297)
5,060,288
(4,659,210)
401,078
42,000,000
9.55
For the year ended December 31, 2020, net income and efficiency ratio are adjusted to reverse the impact of a non-recurring cost incurred in connection with the
(1)
prepayment of $150 million of long-term FHLB advances in December 2020.
(2)
For periods prior to January 1, 2018, we calculate our pro forma net income, return on average assets and return on average stockholders' equity by adding back
our franchise S-Corporation tax to net income, and using a combined C-Corporation effective tax rate for federal and California income taxes of 42.0%. This
calculation reflects only the change in our status as an S-Corporation and does not give effect to any other transaction. Beginning January 1, 2018, our pro forma
provision for tax expense is our actual C-Corporation provision.
(3)
effective April 27, 2017.
Weighted average common shares outstanding - diluted and period end shares outstanding have been adjusted retroactively to reflect a 200-for-1 stock split
Key Factors Affecting Our Business
Interest Rates
Net interest income is the largest contributor to our net income and is the difference between the interest and fees earned on interest-earning
assets and the interest expense incurred in connection with interest-bearing liabilities. Net interest income is primarily a function of the
average balances and yields of these interest-earning assets and interest-bearing liabilities. These factors are influenced by internal
considerations such as product mix and risk appetite, as well as external influences such as economic conditions, competition for loans and
deposits and market interest rates.
The cost of our deposits and short-term wholesale borrowings is primarily based on short-term interest rates, which are largely driven by the
Federal Reserve’s actions and market competition. The yields generated by our loans and securities are typically affected by short-term and
long-term interest rates, which are driven by market competition and market rates often impacted by the Federal Reserve’s actions. The level
of net interest income is influenced by movements in such interest rates and the pace at which such movements occur.
Based on our liability sensitivity as discussed in Item 7A. ‘‘Quantitative and Qualitative Disclosures About Market Risk’’, significant increases
in interest rates and/or a flatter yield curve could have an adverse impact on our net interest income. Conversely, significant decreases in
interest rates, particularly at the short end, and/or a steepened yield curve would be expected to benefit our net interest income.
Operating Efficiency
We have invested significantly in our infrastructure, including our management, lending teams, technology systems and risk management
practices. As we have begun to leverage these investments, our efficiency has generally improved.
Credit Quality
We have well established loan policies and underwriting practices that have resulted in very low levels of charge-offs and nonperforming
assets. We strive to originate quality loans that will maintain the credit quality of our loan portfolio. However, credit trends in the markets in
which we operate are largely impacted by economic conditions beyond our control and can adversely impact our financial condition and
results of operations.
Competition
The industry and businesses in which we operate are highly competitive. We may see increased competition in different areas including
interest rates, underwriting standards and product offerings and loan structure. While we seek to maintain an appropriate return on our
investments, we may experience continued pressure on our net
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interest margin as we operate in this competitive environment.
Economic Conditions
Our business and financial performance are affected by economic conditions generally in the United States and more directly in the markets
of California, Washington and Oregon where we operate. The significant economic factors that are most relevant to our business and our
financial performance include, but are not limited to, real estate values, interest rates and unemployment rates.
Factors Affecting Comparability of Financial Results
S-Corporation Status
We terminated our status as a “Subchapter S” corporation as of December 1, 2017, in connection with our IPO. Prior to this date, we elected
to be taxed for U.S. federal income tax purposes as an S-Corporation. As a result, our earnings were not subject to, and we did not pay, U.S.
federal income tax, and we were not required to make any provision or recognize any liability for U.S. federal income tax in our financial
statements. While we were not subject to and did not pay U.S. federal income tax, we were subject to, and paid, California S-Corporation
income tax at a rate of 3.50%.
Upon the termination of our status as an S-Corporation on December 1, 2017, we commenced paying U.S. federal income tax and a higher
California income tax on our taxable earnings and our financial statements reflect a provision for both U.S. federal income tax and California
income tax. As a result of this change, the net income and earnings per share data presented in our historical financial statements and the
other financial information set forth in this Annual Report, which unless otherwise specified, do not include any provision for U.S. federal
income tax, will not be comparable with our net income and earnings per share in periods after we commenced being taxed as a C-
Corporation. As a C-Corporation, our net income is calculated by including a provision for U.S. federal income tax, currently at 21.00%, and a
California income tax rate, currently at 10.84%.
As an S-Corporation, we made quarterly cash distributions to our shareholders in amounts estimated by us to be sufficient for them to pay
estimated individual U.S. federal and California income tax liabilities resulting from our taxable income that was ‘‘passed through’’ to them.
However, these distributions were not consistent, as sometimes the distributions were less than or in excess of the shareholders' estimated
U.S. federal and California income tax liabilities resulting from their ownership of our stock. In addition, these estimates were based on
individual income tax rates, which may differ from the rates imposed on the income of C-Corporations. Subsequent to the termination of our
S-Corporation status on December 1, 2017, other than our obligations under the tax sharing agreement with prior S-Corporation
shareholders, no further income will be ‘‘passed through’’ to shareholders for any estimated tax liabilities.
Deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between the financial statement
carrying amounts of our existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Multifamily Securitization Transaction
During 2017, we entered into a trust sale memorandum of understanding with Freddie Mac, pursuant to which we agreed to sell a portfolio of
multifamily loans to a real estate mortgage investment conduit ("REMIC"), that holds the loans in trust and issued securities that are fully
guaranteed by Freddie Mac and privately offered and sold to investors. On September 27, 2017, we closed this securitization transaction. We
did not purchase any of the securities for our portfolio.
The primary purpose of this multifamily securitization transaction was to enable us to redeploy capital and funding to support higher-yielding
assets while also reducing our reliance on wholesale funding, improving liquidity measures and reducing our concentration of multifamily
loans.
The size of the multifamily loan portfolio sold to the REMIC was $626.1 million, consisting of one class of post-reset, variable rate 3, 5, and 7-
year hybrid loans in an aggregate principal amount of approximately $91.6 million, and two classes of pre-reset, variable rate 3, 5 and 7-year
hybrid loans in an aggregate principal amount of approximately $534.5 million. 74.3% of the loan portfolio consisted of loans for multifamily
properties located in California, while the remaining 25.7% of the loan portfolio consisted of loans for multifamily properties located in
Washington. We
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retained sub-servicing obligations on the loan portfolio. The gross proceeds of this sale to us was approximately $637.6 million. We used the
proceeds of this sale to pay down short-term FHLB borrowings. These borrowings had no prepayment penalties associated with them. The
following table summarizes the loans that were sold in this securitization.
(Dollars in thousands)
Loan Type
Post-Reset Hybrid Loans
Pre-Reset Hybrid Loans (2)
Pre-Reset Hybrid Loans (3)
Total
Number of
Mortgage
Loans (1)
Principal
Balance (1)
Percentage of
Mortgage Pool
Balance
65 $
237
70
372 $
91,552
415,628
118,880
626,060
14.6 %
66.4 %
19.0 %
100.0 %
Weighted Average
Mortgage Rate (1)
3.66 %
3.39 %
3.51 %
3.45 %
Loan to Value
Ratio (1)
Debt Service
Coverage Ratio
(1)
53.2 %
54.2 %
46.5 %
52.6 %
1.88
1.67
1.70
1.71
i.
ii.
iii.
Represents number of loans, balance, weighted average rate and ratios at the security cut-off date of September 1, 2017.
Loans had 1 to 40 months until their first rate reset at the security cut-off date of September 1, 2017.
Loans had 41 or more months until their first rate reset at the security cut-off date of September 1, 2017.
In connection with the securitization, we entered into a reimbursement agreement with Freddie Mac, pursuant to which we are obligated to
reimburse Freddie Mac for the first losses in the underlying loan portfolio not to exceed 10% of the unpaid principal amount of the loans
comprising the securitization pool at settlement, or approximately $62.6 million. Our reimbursement obligation is supported by a FHLB letter
of credit. Our reimbursement obligation will terminate on the later of (i) the date on which Freddie Mac has no further liability (accrued or
contingent) under its guarantee for these securities or (ii) the date on which we shall pay to Freddie Mac our full reimbursement obligation. As
of December 31, 2020, the aggregate remaining loan balance in the securitization loans was $199.0 million. No disbursements have been
made in connection with the reimbursement obligation.
Public Company Costs
As a result of our initial public offering completed in December 2017, we are incurring additional costs associated with operating as a public
company. These costs include additional personnel, legal, consulting, regulatory, insurance, accounting, investor relations and other
expenses that we did not incur as a private company.
The Sarbanes-Oxley Act, as well as rules adopted by the SEC and national securities exchanges, requires public companies to implement
specified corporate governance practices that were inapplicable to us as a private company. These additional rules and regulations increased
our legal, regulatory and financial compliance costs and will make some activities more time-consuming and costly.
COVID-19
The COVID-19 pandemic has caused a substantial disruption to the economy, as well as a heightened level of uncertainty about the scope
and longevity of its impact. In response to the pandemic, we have implemented a multi-pronged approach to address the challenges caused
by the effects of this pandemic. Our approach includes ensuring the safety of our employees and the communities that we serve and
developing new and temporarily revised programs that are responsive to the needs of our loan and deposit customers. Although we entered
this environment with a fundamentally sound loan portfolio and strong liquidity and capital positions, we deemed it prudent to provide
additional loss absorbing loan reserves. As we continue to closely monitor COVID-19 developments, we remain focused on navigating these
challenging conditions and ensuring the underlying strength and stability of our Company.
Employees
The safety and health of our employees are of paramount importance to us. Financial institutions have been designated as an essential
component of our nation’s critical infrastructure, therefore, all of our branches have remained open during this challenging time. To limit our
branch employees' exposure to risks related to COVID-19, we have temporarily modified our branch hours, expanded our phone support
systems and enhanced branch safety protocols. A remote working arrangement has been implemented for the vast majority of our non-
branch employees and approximately three-quarters of these employees, are successfully working from home. In recognition of the demands
on families caused by "stay-at-home" orders and other precautionary measures, our employees are also being permitted to utilize a flexible
work schedule to maintain our Company's productivity while fulfilling personal responsibilities. We have also provided other benefits such as
wellness allowances for customer facing employees, the cash-out of a limited amount of accrued and unused vacation, as well as paid time
off and counseling services
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for employees requiring additional assistance. Our employees have successfully risen to the challenge of supporting our customers during
this difficult time by providing quality service for both deposit and lending customers.
Borrowers
In late March 2020, the Company implemented a lending modification initiative to support customers financially impacted by the COVID-19
pandemic and unable to make their scheduled loan payments. The program provides borrowers the opportunity to modify their existing real
estate loans by temporarily deferring payments for a specified period of time. In connection with the modifications, loan maturity dates are
typically being extended for a commensurate period and deferred payments will be capitalized and reamortized into future monthly loan
payments over the revised term of the loan. As a further accommodation to borrowers, all late charges are generally being waived for
COVID-19 modifications. In conjunction with the passage of Section 4013 of the Coronavirus Aid, Relief, and Economic Security Act
("CARES Act"), as well as the revised interagency guidance issued in April 2020, "Interagency Statement on Loan Modifications and
Reporting for Financial Institutions Working With Customers Affected by the Coronavirus (Revised)", banks have been provided the option to
temporarily suspend certain requirements under U.S. GAAP related to loan delinquencies and troubled debt restructurings ("TDRs") for a
limited time to account for the effects of COVID-19. As a result, the Company has not recognized eligible COVID-19 loan modifications as
TDRs. Additionally, loans qualifying for these modifications will not be required to be reported as delinquent, nonaccrual, impaired or
criticized solely as a result of a COVID-19 loan modification. Modified loans under this program have generally been downgraded from a
Pass risk rating to a Watch risk rating at the time of their respective modification. During the quarter ended December 31, 2020, loan grades
were adjusted, as necessary, in connection with the Company's proactive reassessment of loans impacted by the pandemic. Loan risk
ratings are an integral part of the quantitative calculation of our allowance for loan losses. Refer to Part II. Item 8. "Financial Statements" -
"Note 4. Loans" for further details regarding loan risk ratings and the allowance for loan losses.
The following graphs detail completed COVID-19 loan hardship applications received as of December 31, 2020:
(1) Of the total 322 approved applications, 254 loans were modified and remain outstanding as of December 31, 2020, while 30 loans were modified and
subsequently paid off. The remaining 38 applications were approved for modification but not accepted by the respective borrower.
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The following table details completed COVID-19 loan hardship modifications as of December 31, 2020:
(Dollars in thousands)
# of Loans
Total Loans Modified
(1)
Current
Balance
% of Loan
Portfolio
Segment
Weighted Avg.
LTV
Weighted Avg.
DSC
(2)
Weighted Avg.
DTI
(2)
Multifamily residential
Single family residential
Commercial real estate
Total
99 $
135
20
254 $
176,787
145,642
53,576
376,005
4.3 %
8.6 %
26.5 %
6.3 %
60.1 %
68.9 %
57.4 %
63.1 %
1.26
N/A
1.31
1.27
N/A
39.6 %
N/A
39.6 %
(1) As of December 31, 2020, 25 single family loans totaling $33.4 million and five multifamily loans totaling $9.7 million have paid off subsequent to their modification and are
excluded from the table above.
(2) Weighted average debt service coverage ("DSC") and debt-to-income ("DTI") are pre-COVID-19 measures.
The following table details modified loans in the population above which the borrower has returned, or expressed an intent to return, to
monthly payments as of December 31, 2020:
(Dollars in thousands)
Multifamily residential
Single family residential
Commercial real estate
Total
Loans Returned/Returning to Payment Status
(1)
# of Loans
Current
Balance
% of Total Modified
Loans
99 $
134
20
253 $
176,787
144,531
53,576
374,894
100.0 %
99.2 %
100.0 %
99.7 %
(1) Loans which the borrower has confirmed payments will resume at the end of the modification period are included within Loans Returned/Returning to Payment Status. As of
December 31, 2020, 250 loans totaling $372.4 million, have returned to scheduled payments. Two loans totaling $770 thousand are scheduled to resume payments in January
2021. The remaining loan, totaling $1.7 million, initially resumed making payments but has subsequently returned to delinquent status as of December 31, 2020.
The following table details the remaining modified loan as of December 31, 2020:
(Dollars in thousands)
Single family residential
# of Loans
Current
Balance
Remaining Modified Loan
% of Loan
Portfolio
Segment
(1)
Weighted Avg.
LTV
Weighted Avg.
DTI
(2)
1 $
1,111
0.1 %
61.7 %
46.5 %
(1) The loan reported as Remaining Modified Loan had not yet indicated if it would be able to resume payments as scheduled as of December 31, 2020.
(2) Weighted average DTI is a pre-COVID-19 measure.
The Company continues to originate loans for single family and multifamily borrowers desiring to refinance loans or execute real estate
purchase transactions. As a result of the pandemic, however, the Company has temporarily tightened certain of its credit underwriting
guidelines. While we continue to monitor the changing environment and the impacts of COVID-19 on employment and real estate values, at
this time we remain committed to providing lending services. The Company did not participate in the Small Business Administration's
Payment Protection Program.
Depositors
To address depositors needs during the pandemic, we have kept all of our branches open, and have also increased ATM withdrawal limits
with no consumer fees to ensure customer access to liquidity and promote their safety. Furthermore, we have implemented the waiver of
certain early withdrawal penalties and overdraft fees related to deposit accounts, although very few fee concessions were requested. In
addition, we have enhanced our customer communications via mailings and website postings to inform them of telephonic, online and mobile
options for transacting business, as well as the need to have a greater awareness of perpetrated scams and fraudulent schemes related to
COVID-19. As of December 31, 2020 compared to December 31, 2019, retail deposits have increased $395.6 million, while wholesale
deposits decreased $366.0 million. The increase in retail deposits has
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been primarily generated by our network of branches, while the decline in wholesale deposits was a purposeful decision by the Company to
reduce excess, low yielding cash and cash equivalents from the consolidated statements of financial condition.
Allowance for Loan Losses
At December 31, 2020, 100% of our loan portfolio was secured by real estate collateral and 96.3% of our loan balances financed single
family or multifamily residential housing having a weighted average loan-to-value of 58.7%. The Company has limited exposure to
nonresidential commercial loans and little to no exposure to the industries most impacted by the pandemic such as travel, hospitality and
entertainment. The following table shows the loan portfolio composition, with more granular emphasis on nonresidential commercial real
estate, as of December 31, 2020:
(Dollars in thousands)
Multifamily residential
Single family residential
Commercial real estate type:
Strip Retail
Mid Rise Office
Low Rise Office
Medical Office
Multi-Tenant Industrial
Anchored Retail
More than 50% commercial
Shopping Center
Unanchored Retail
Shadow Retail
Warehouse
Flex Industrial
Restaurant
Light Manufacturing
Other
Commercial Real Estate
Construction & Land Development
Non-mortgage Loans
Total
# of Loans
Balance
% of Total Loans
Weighted Average
LTV
(1)
2,578 $
1,832
23
7
13
7
8
3
11
4
7
4
4
2
2
1
1
97
11
1
4,519 $
4,100,831
1,723,953
48,808
39,222
25,791
20,426
12,782
12,216
10,848
8,778
8,495
6,978
3,082
2,488
1,527
1,341
89
202,871
22,061
100
6,049,816
67.7 %
28.5 %
0.8 %
0.6 %
0.4 %
0.3 %
0.2 %
0.2 %
0.2 %
0.1 %
0.1 %
0.1 %
0.1 %
0.0 %
0.0 %
0.0 %
0.0 %
3.4 %
0.4 %
0.0 %
100.0 %
56.6 %
63.9 %
51.1 %
65.0 %
55.4 %
62.3 %
49.1 %
53.2 %
47.2 %
50.5 %
44.4 %
59.6 %
41.3 %
64.1 %
34.0 %
49.4 %
16.9 %
55.1 %
56.5 %
NA
58.6 %
(1) Construction and land development LTV is calculated based on an "as completed" property value.
As a result of the COVID-19 pandemic, we increased both the qualitative and quantitative components of our allowance for loan losses. The
qualitative component was increased to address the continued uncertainty surrounding the current economic environment, while the
quantitative component was increased as a result of grade changes related to loans impacted by the pandemic, as discussed above. During
the year ended December 31, 2020, we added $12.4 million to our reserve for these purposes. The following table shows the components
attributed to the net increase in our allowance for loan losses during the year ended December 31, 2020:
(Dollars in thousands)
Allowance for Loan Losses - as of 12/31/2019
COVID-19 impact
Net charge-offs
Decline in portfolio and other changes
Allowance for Loan Losses - as of 12/31/2020
Liquidity and Capital
$
$
36,001
12,449
(337)
(1,899)
46,214
As part of our response to COVID-19, we continue to closely monitor our liquidity and capital levels to ensure that we are properly prepared
for the economic uncertainty caused by the pandemic. The Company's cash and cash
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equivalents have increased by $81.4 million since December 31, 2019 primarily as a result of reduced loan origination volumes, elevated
loan prepayments and increases in retail deposits. As of December 31, 2020, we maintained the following liquidity position:
(Dollars in thousands)
Cash & Cash Equivalents
Unencumbered Liquid Securities
Unutilized Brokered Deposit Capacity (1)
Unutilized FHLB Borrowing Capacity (2)(3)
Unutilized FRB Borrowing Capacity (2)
Commercial Lines of Credit
Total Liquidity
As of 12/31/2020
% of Assets
$
$
169,941
605,771
739,649
900,020
178,593
50,000
2,643,974
2.5 %
8.8 %
10.7 %
13.0 %
2.6 %
0.7 %
38.3 %
(1) Capacity based on internal guidelines
(2) Capacity based on pledged loan collateral specific to the FHLB or FRB, as applicable
(3) Availability to borrow from the FHLB is permitted up to 40% of the Bank's assets or $2.8 billion. At December 31, 2020, we had $806.7 million and $62.6 million in
outstanding advances and letters of credit with the FHLB, respectively.
The Company’s capital levels continue to be significantly above the minimum levels required for regulatory capital purposes. At
December 31, 2020, our Tier 1 Leverage, Common Equity Tier 1 Risk-Based, Tier 1 Risk-Based and Total Risk-Based Capital ratios were
9.5%, 15.8%, 17.4% and 18.6%, respectively. Refer to Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of Operations" - "Capital Adequacy" for further details regarding our capital levels at December 31, 2020. The following graphs depict
the Company’s capital position in relation to current regulatory requirements including capital conservation buffers:
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Table of Contents
Results of Operations - Years ended December 31, 2020 and 2019
Overview
For the year ended December 31, 2020 our net income was $39.9 million as compared to $48.9 million for the year ended December 31,
2019. The decrease of $8.9 million, or 18.3%, was primarily attributable to a $11.6 million increase in noninterest expense, a $9.3 million
increase in the provision for loan losses and a decrease of $2.2 million in noninterest income, partially offset by an increase of $10.2 million
in net interest income and a decrease of $3.9 million in the provision for income taxes as compared to the prior year. Pre-tax, pre-provision
net earnings decreased by $3.5 million, or 5.0%, for the year ended December 31, 2020 as compared to the prior year. Excluding the impact
of a $10.4 million non-recurring cost incurred in connection with the prepayment of $150.0 million of long-term fixed rate FHLB borrowings in
December 2020, net income would have been $47.3 million for the year ended December 31, 2020.
Net Interest Income
Net interest income totaled $138.6 million for the year ended December 31, 2020, an increase of $10.2 million, compared to the prior year.
The increase in net interest income was primarily impacted by a 63 basis point decline in the cost of interest-bearing deposits. Net interest
income was further enhanced by a decrease in the average balance and cost of FHLB advances of $91.1 million and 11 basis points,
respectively. These items were partially offset by $12.9 million increase in the cost of our interest rate swaps as compared to the prior year,
as well as the prepayment of higher yielding loans, which are being replaced by loans at lower current interest rates. Net interest income was
also impacted by an 82 basis point decline in the yield on our investment securities. The decline in our investment yield was generally caused
by variable rate securities repricing to lower current interest rates, as well as the accelerated prepayment of securities backed by mortgages.
Net interest margin for the year ended December 31, 2020 was 1.97%, compared to 1.84% for the prior year. The increase in our margin was
primarily related to the decline in the cost of our interest-bearing deposits, partially offset by the decline in the yields of our loan and
investment portfolios, as discussed above. Over the year, the yield on our interest-earning assets decreased by 39 basis points, while the
cost of our interest-bearing liabilities decreased by 56 basis points. Our net interest spread for the year ended December 31, 2020 was
1.83%, increasing by 17 basis points as compared to last year.
Average balance sheet, interest and yield/rate analysis. The following table presents average balance sheet information, interest income,
interest expense and the corresponding average yield earned and rates paid for the years ended December 31, 2020, 2019 and 2018. The
average balances are daily averages.
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Table of Contents
(Dollars in thousands)
Interest-Earning Assets
Multifamily residential
Single family residential
Commercial real estate
Construction, land and NM
Total Loans (1)
Investment securities
Cash, cash equivalents and
restricted cash
Total interest-earning assets
Noninterest-earning assets (2)
Total assets
Interest-Bearing Liabilities
Transaction accounts
Money market demand accounts
Time deposits
Total deposits
FHLB advances
Junior subordinated debentures
Senior debt
Total interest-bearing liabilities
Noninterest-bearing deposit
accounts
Noninterest-bearing liabilities
Total liabilities
Total stockholders' equity
Total liabilities and
stockholders' equity
Average
Balance
2020
Interest
Inc/Exp
Yield/Rate
For the Years Ended December 31,
2019
Interest
Inc/Exp
Average
Balance
Yield/Rate
Average
Balance
2018
Interest
Inc/Exp
Yield/Rate
$
$
$
4,063,607 $ 155,104
65,030
1,907,940
9,530
206,639
1,332
20,199
230,996
6,198,385
9,856
647,174
3.82 % $
3.41 %
4.61 %
6.59 %
3.73 %
1.52 %
3,870,897 $ 162,328
76,766
2,139,517
9,353
196,903
1,083
15,907
249,530
6,223,224
15,461
661,574
4.19 % $
3.59 %
4.75 %
6.81 %
4.01 %
2.34 %
3,321,691 $ 127,950
75,906
2,149,154
6,935
147,494
1,044
27,013
211,835
5,645,352
12,430
584,898
185,246
7,030,805
61,602
7,092,407
309,601
1,521,163
3,390,992
5,221,756
965,490
61,857
94,473
6,343,576
69,208
68,853
6,481,637
610,770
538
241,390
0.29 %
3.43 %
$
0.57 % $
0.90 %
1.67 %
1.38 %
2.25 %
2.22 %
6.67 %
1.60 %
1,789
13,949
57,593
73,331
21,761
1,373
6,302
102,767
105,042
6,989,840
76,707
7,066,547
210,743
1,402,608
3,538,223
5,151,574
1,056,557
61,857
94,350
6,364,338
41,821
60,814
6,466,973
599,574
2,151
267,142
2.05 %
3.82 %
$
1.26 % $
1.28 %
2.35 %
2.01 %
2.36 %
3.96 %
6.68 %
2.16 %
2,686
18,181
84,225
105,092
24,896
2,447
6,300
138,735
1,792
226,057
1,541
14,954
52,617
69,112
23,285
2,266
6,307
100,970
98,524
6,328,774
77,157
6,405,931
176,725
1,464,952
2,863,852
4,505,529
1,069,216
61,857
94,223
5,730,825
51,152
57,679
5,839,656
566,275
$
7,092,407
$
7,066,547
$
6,405,931
3.85 %
3.53 %
4.70 %
3.86 %
3.75 %
2.13 %
1.82 %
3.57 %
0.86 %
1.01 %
1.81 %
1.51 %
2.18 %
3.66 %
6.69 %
1.74 %
Net interest spread (3)
Net interest income/margin (4)
$ 138,623
1.83 %
1.97 %
$ 128,407
1.66 %
1.84 %
$ 125,087
1.83 %
1.98 %
(1) Non-accrual loans are included in total loan balances. No adjustment has been made for these loans in the calculation of yields. Interest income on loans
includes amortization of deferred loan costs, net of deferred loan fees. Net deferred loan cost amortization totaled $16.2 million, $14.6 million and $10.2 million
for the years ended December 31, 2020, 2019 and 2018, respectively.
(2) Noninterest-earning assets includes the allowance for loan losses.
(3) Net interest spread is the average yield on total interest-earning assets minus the average rate on total interest-bearing liabilities.
(4) Net interest margin is net interest income divided by total average interest-earning assets.
Interest rates and operating interest differential. Increases and decreases in interest income and interest expense result from changes in
average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The
following table shows the effect that these factors had on the interest earned from our interest-earning assets and interest incurred on our
interest-bearing liabilities during the periods indicated. The effect of changes in volume is determined by multiplying the change in volume by
the prior period’s average rate. The effect of rate changes is calculated by multiplying the change in average rate by the prior period’s
volume. The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship
of the absolute dollar amounts of the changes in each.
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Table of Contents
(Dollars in thousands)
Interest-Earning Assets
Multifamily residential
Single family residential
Commercial real estate
Construction, land and NM
Total Loans
Investment securities
Cash, cash equivalents and restricted cash
Total interest-earning assets
Interest-Bearing Liabilities
Transaction accounts
Money market demand accounts
Time deposits
Total deposits
FHLB advances
Junior subordinated debentures
Senior debt
Total interest-bearing liabilities
Net Interest Income
(Dollars in thousands)
Interest-Earning Assets
Multifamily residential
Single family residential
Commercial real estate
Construction, land and NM
Total Loans
Investment securities
Cash, cash equivalents and restricted cash
Total interest-earning assets
Interest-Bearing Liabilities
Transaction accounts
Money market demand accounts
Time deposits
Total deposits
FHLB advances
Junior subordinated debentures
Senior debt
Total interest-bearing liabilities
Net Interest Income
$
$
$
$
For the Years Ended December 31, 2020 vs 2019
Variance Due To
Yield/Rate
Total
Volume
7,723 $
(8,021)
456
285
443
(328)
981
1,096
928
1,425
(3,348)
(995)
(2,035)
—
9
(3,021)
4,117 $
(14,947) $
(3,715)
(279)
(36)
(18,977)
(5,277)
(2,594)
(26,848)
(1,825)
(5,657)
(23,284)
(30,766)
(1,100)
(1,074)
(7)
(32,947)
6,099 $
For the Years Ended December 31, 2019 vs 2018
Variance Due To
Yield/Rate
Total
Volume
22,409 $
(359)
2,343
(544)
23,849
1,730
123
25,702
335
(643)
13,943
13,635
(281)
—
5
13,359
12,343 $
11,969 $
1,219
75
583
13,846
1,301
236
15,383
810
3,870
17,665
22,345
1,892
181
(12)
24,406
(9,023) $
(7,224)
(11,736)
177
249
(18,534)
(5,605)
(1,613)
(25,752)
(897)
(4,232)
(26,632)
(31,761)
(3,135)
(1,074)
2
(35,968)
10,216
34,378
860
2,418
39
37,695
3,031
359
41,085
1,145
3,227
31,608
35,980
1,611
181
(7)
37,765
3,320
Total interest income decreased by $25.8 million, or 9.6%, for the year ended December 31, 2020 as compared to the prior year. Interest
income on loans decreased $18.5 million to $231.0 million for the year ended December 31, 2020 from $249.5 million for the prior year. The
decline was primarily due to a 28 basis point decrease in our loan yield, as compared to the prior year, due to an increase in the cost of our
interest rate swaps of $12.9 million and the prepayment of higher yielding loans, which are being replaced by loans at lower current interest
rates.
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Additionally, interest income on investments decreased by $5.6 million primarily due to a decrease in the yield on investment securities of 82
basis points. The decline in our investment yield was generally caused by variable rate securities repricing to lower current interest rates, as
well as the accelerated prepayment of securities backed by mortgages.
During the year ended December 31, 2020, total loans decreased $181.2 million compared to an increase of $100.3 million during the year
ended December 31, 2019. The volume of new loans originated totaled $1.4 billion and $1.6 billion for the years ended December 31, 2020
and 2019, respectively. The weighted average rate on new loans for the year ended December 31, 2020 was 3.71% as compared to 4.35%
for the prior year. The decline in the average coupon for the current year originations compared to the prior year was due to a decline in
market interest rates. Loan payoffs and paydowns totaled $1.6 billion and $1.4 billion for the years ended December 31, 2020 and 2019,
respectively. Elevated loan prepayment speeds were primarily related to customers refinancing their hybrid-ARM loans to take advantage of
lower long-term interest rates. The weighted average rate on loan payoffs during the year ended December 31, 2020 was 4.15% as
compared to 4.27% for the prior year.
Total interest expense decreased $36.0 million to $102.8 million for the year ended December 31, 2020 from $138.7 million for the prior year.
Interest expense on deposits decreased $31.8 million to $73.3 million for the year ended December 31, 2020 from $105.1 million for the prior
year. This decrease was primarily due to the cost of interest-bearing deposits decreasing 63 basis points predominantly due to our deposit
portfolio repricing to lower current market interest rates. The decline in these rates is attributable to a reduction in short-term interest rates
due to the Federal Open Market Committee's interest rate cuts in early 2020. Interest expense on advances from the FHLB decreased by
$3.1 million during the year ended December 31, 2020 as compared to the prior year. This decrease was due to a decline in the average
balance and cost of FHLB advances of $91.1 million and 11 basis points, respectively. We use both deposits and FHLB advances to fund net
loan growth. We also use FHLB advances, with or without embedded interest rate caps, as a hedge of interest rate risk, as we can
strategically control the duration of those funds. A discussion of instruments used to mitigate interest rate risk can be found under Part II -
Item 7A. ‘‘Quantitative and Qualitative Disclosures About Market Risk.’’
Provision for Loan Losses
Provision for loan losses totaled $10.6 million and $1.3 million for the years ended December 31, 2020 and 2019, respectively. The loan loss
provision recognized during the year ended December 31, 2020 was primarily recorded to provide reserves for the uncertain economic
impact associated with the COVID-19 pandemic. See Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of Operations" - "COVID-19" for additional information.
Nonperforming loans totaled $6.3 million, or 0.10% of total loans, at both December 31, 2020 and 2019. During the year ended
December 31, 2020, total criticized loans increased by $11.6 million, or 25.5%, compared to the prior year. The increase in criticized loans
was primarily attributable to loans impacted by the pandemic. These downgrades largely consisted of loans in the multifamily loan portfolio
and were generally performing following their respective modification periods. During the year ended December 31, 2020, we strived to be
proactive in an attempt to ensure that loans identified as being impacted by the pandemic were reviewed for asset grading in a timely
manner. Our allowance for loan losses as a percentage of total loans was 0.76% at December 31, 2020 as compared to 0.58% at
December 31, 2019.
Noninterest Income
Noninterest income decreased by $2.2 million to $2.5 million for the year ended December 31, 2020 from $4.7 million for the year ended
December 31, 2019.
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The following table presents the major components of our noninterest income:
(Dollars in thousands)
Noninterest Income
Gain on sale of loans
FHLB dividends
Fee income
Other
Total noninterest income
For the Years Ended December 31,
2020
2019
$ Increase
(Decrease)
% Increase
(Decrease)
$
$
— $
1,650
232
638
2,520 $
607 $
2,163
674
1,231
4,675 $
(607)
(513)
(442)
(593)
(2,155)
(100.0)%
(23.7)%
(65.6)%
(48.2)%
(46.1)%
The decrease in noninterest income for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily
due to a $607 thousand gain on sale of loans and a non-recurring equipment recovery of $384 thousand, which is included in Other within
the noninterest income table above. Both items were recognized during the prior year. Additionally, FHLB stock dividends decreased $513
thousand and servicing fee income decreased $461 thousand from the prior year due to a decline in the volume of serviced loans, as well as
a decrease in the fair value of our mortgage servicing rights during the current year.
Noninterest Expense
Noninterest expense increased $11.6 million, or 18.5%, to $73.9 million for the year ended December 31, 2020 from $62.4 million for 2019.
The following table presents the components of our noninterest expense for the years ended December 31, 2020 and 2019:
(Dollars in thousands)
Noninterest Expense
Compensation and related benefits
FHLB advance prepayment penalty
Deposit insurance premium
Professional and regulatory fees
Occupancy
Depreciation and amortization
Data processing
Marketing
Other expenses
Total noninterest expense
For the Years Ended December 31,
2020
2019
$ Increase
(Decrease)
% Increase
(Decrease)
$
$
43,100 $
10,443
1,905
1,844
4,585
2,685
3,911
1,683
3,778
73,934 $
37,228 $
—
545
1,984
5,688
2,618
3,738
5,053
5,514
62,368 $
5,872
10,443
1,360
(140)
(1,103)
67
173
(3,370)
(1,736)
11,566
15.8 %
N/A
249.5 %
(7.1)%
(19.4)%
2.6 %
4.6 %
(66.7)%
(31.5)%
18.5 %
The increase in noninterest expense during the year ended December 31, 2020 as compared to the prior year was primarily attributable to a
$10.4 million prepayment fee incurred in connection with the prepayment of $150.0 million of FHLB borrowings in December 2020. The
prepayments were a strategic decision to utilize low yielding excess liquidity to remove high cost borrowings to benefit our net interest margin
in future quarters. Additionally, there was a $5.9 million increase in compensation costs due to a $2.3 million increase in salary expense
attributed to growth in the average headcount throughout the year, as well as merit increases, a $2.1 million increase in the required accrual
for post-employment related retirement benefits resulting from a decline in interest rates, and a $1.2 million decrease in capitalized loan
origination costs related to lower loan volumes compared to the prior year. Noninterest expense was further impacted by a $1.4 million
increase in federal deposit insurance assessments due to the utilization of our Small Bank Assessment Credit during the prior year. These
increased costs were partially offset by a $3.4 million decrease in marketing costs associated with deposit gathering efforts, a $1.1 million
decline in occupancy costs, and a $1.1 million decline in the write-off of leasehold improvements compared to the prior year.
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Both the decline in occupancy costs and the write-off of leasehold improvements were attributable to the relocation of two facilities in late
2019.
Our efficiency ratio was 52.4% for the year ended December 31, 2020 compared to 46.9% for the prior year. Excluding the impact of the
nonrecurring cost of the prepayment fee on FHLB borrowings discussed above, our efficiency ratio would have been 45.0% for the year
ended December 31, 2020.
Income Tax Expense
For the years ended December 31, 2020 and 2019, we recorded income tax expense of $16.7 million and $20.6 million, respectively, with
effective tax rates of 29.6% and 29.7%, respectively.
Financial Condition - As of December 31, 2020 and 2019
Total assets at December 31, 2020 were $6.9 billion, a decrease of $139.7 million, or 2.0%, from December 31, 2019. The decrease was
primarily due to a $181.2 million decrease in loans, as well as a $33.8 million decrease in investment securities, partially offset by a $87.5
million increase in cash, cash equivalents and restricted cash as compared to December 31, 2019. Total liabilities were $6.3 billion at
December 31, 2020, a decrease of $139.0 million, or 2.2%, from December 31, 2019. The decrease in total liabilities was primarily
attributable to a decrease in FHLB advances of $172.0 million, partially offset by growth in our deposits of $29.6 million compared to
December 31, 2019.
Loan Portfolio Composition
Our loan portfolio is our largest class of earning assets and typically provides higher yields than other types of earning assets. Associated
with the higher yields is an inherent amount of credit risk which we attempt to mitigate with strong underwriting. As of December 31, 2020
and 2019, our total loans held for investment were $6.0 billion and $6.2 billion, respectively. The following table presents the balance and
associated percentage of each major product type within our portfolio as of the dates indicated.
2020
2019
As of December 31,
2018
2017
2016
Amount
% of total
Amount
% of total
Amount
% of total
Amount
% of total
Amount
% of total
(Dollars in thousands)
Real estate loans held for
investment
Multifamily residential
Single family residential
Commercial real estate
Construction and land
Non-mortgage
Total loans held for investment
before deferred items
Deferred loan costs, net
Total loans held for investment
$
4,075,893
1,700,119
202,189
22,141
100
6,000,442
49,374
67.9 % $
28.3 %
3.4 %
0.4 %
0.0 %
100.0 %
3,962,929
1,993,484
202,452
20,565
100
6,179,530
51,447
64.1 % $
32.3 %
3.3 %
0.3 %
0.0 %
100.0 %
3,650,967
2,231,802
183,559
12,656
100
6,079,084
51,546
60.1 % $
36.7 %
3.0 %
0.2 %
0.0 %
100.0 %
2,887,438
1,957,546
112,492
41,165
50
4,998,691
42,856
57.7 % $
39.2 %
2.3 %
0.8 %
0.0 %
100.0 %
2,600,262
1,711,818
59,611
29,465
50
4,401,206
38,560
$
6,049,816
$
6,230,977
$
6,130,630
$
5,041,547
$
4,439,766
Real estate loans held for sale
Single family residential
Deferred loan costs, net
Fair value adjustment - loss
Total loans held for sale
$
$
—
—
—
—
— % $
$
—
—
—
—
— % $
$
—
—
—
—
— % $
$
—
—
—
—
— % $
$
34,330
680
(36)
34,974
The relative composition of the loan portfolio has not changed significantly over the past few years. Our primary focus remains multifamily
real estate lending, which constitutes 68% and 64% of our portfolio at December 31, 2020 and December 31, 2019, respectively. Single
family residential lending is our secondary lending emphasis and represents 28% and 32% of our portfolio at December 31, 2020 and
December 31, 2019, respectively. Single family residential loans have decreased from the prior year due to elevated prepayments
attributable to customers refinancing their hybrid-ARM loans to take advantage of lower long-term interest rates by entering into 30-year fixed
rate loan products, which we do not generally offer.
45
59.0 %
38.9 %
1.4 %
0.7 %
0.0 %
100.0 %
100.0 %
Table of Contents
We recognize that these two loan products represent concentrations within our balance sheet. Multifamily loan balances as a percentage of
risk-based capital were 575% and 562% as of December 31, 2020 and December 31, 2019, respectively. Our single family loans as a
percentage of risk-based capital were 242% and 285% as of the same dates. Additionally, our loans are geographically concentrated with
borrowers and collateral properties on the West Coast. At December 31, 2020, 62%, 26% and 10% of our real estate loans were
collateralized by properties in southern California counties, northern California counties and Washington, respectively, compared to 61%,
26% and 11%, respectively, at December 31, 2019.
Our lending strategy has been to focus on products and markets where we have significant expertise. Given our concentrations, we have
established strong risk management practices including risk-based lending standards, self-established product and geographical limits,
annual evaluations of income property loans and semi-annual stress testing. Although we have temporarily tightened lending standards in
response to the COVID-19 pandemic, we expect to continue modestly growing our single family residential and multifamily residential loan
portfolios.
We have a small portfolio of construction loans with commitments (funded and unfunded) totaling $34.7 million and $39.4 million at
December 31, 2020 and December 31, 2019, respectively. Our construction lending typically focuses on single family residential projects with
completed values of $5.0 million or less and multifamily projects with loan commitments of $15.0 million or less. We are accepting
construction loan applications and expect some modest growth of our construction loan portfolio.
The following table presents the activity in our loan portfolio for the periods shown:
(Dollars in thousands)
Loan Inflows:
Multifamily residential
Single family residential
Commercial real estate
Construction and land
Non-mortgage
Mortgage banking originations
Purchases
Total loans originated and purchased
Loan Outflows:
Loan principal reductions and payoffs
Portfolio loan sales
Mortgage banking loan sales
Other (1)
Total loan outflows
Net change in total loan portfolio
$
2020
904,588 $
494,753
12,106
9,583
—
—
20,380
1,441,410
For the Years Ended December 31,
2018
2017
2019
891,116 $
591,177
38,088
33,618
—
—
10,052
1,564,051
1,119,617 $
828,907
84,808
14,505
50
—
—
2,047,887
1,302,896 $
726,485
63,893
29,010
—
18,041
—
2,140,325
2016
1,050,006
782,585
32,021
41,091
50
167,814
—
2,073,567
(1,640,597)
(825)
—
18,851
(1,622,571)
(1,376,413)
(68,325)
—
(18,966)
(1,463,704)
$
(181,161) $
100,347 $
(956,578)
(19,603)
—
17,377
(958,804)
1,089,083 $
(909,387)
(652,705)
(25,187)
10,109
(1,577,170)
563,155 $
(977,339)
(315,918)
(176,678)
(8,376)
(1,478,311)
595,256
(1) Other changes in loan balances primarily represent the net change in disbursements on unfunded commitments, deferred loans costs, fair value
adjustments and to the extent applicable, may include foreclosures, charge-offs and negative amortization.
Our loan portfolio decreased $181.2 million during the year ended December 31, 2020 compared to an increase of $100.3 million during the
prior year. The decline in the growth of our loan portfolio was primarily due to an increase of $264.2 million in loan principal reductions and
payoffs and a decrease of $133.0 million in new loan origination volume. Loan curtailments increased during the current year as compared to
2019 primarily as a result of refinancing activity. During 2020 and 2019, long-term Treasury rates, which are correlated to lending rates,
declined significantly allowing borrowers the opportunity to lock in less expensive borrowing costs. Total loan origination volume declined
during 2020 and 2019 largely due to borrowers foregoing hybrid loans to take advantage of lower long-term interest rates. Loan origination
volumes were further impacted by a temporary tightening of our credit standards during 2020 compared to previous years due to the COVID-
19 pandemic. Loan prepayment speeds were 22.36% and 18.87% during the years ended December 31, 2020 and 2019, respectively.
During the year
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Table of Contents
ended December 31, 2019, portfolio loan sales primarily consisted of CRA qualified single family residential mortgages with elevated loan-to-
values. These strategic sales reduced both our interest rate risk and credit risk. During 2017, we closed a securitization transaction resulting
in the sale of $626.1 million of multifamily loans. The primary purpose of this transaction was to enable us to redeploy capital and funding to
support higher-yielding assets while also reducing our reliance on wholesale funding, improving liquidity measures and reducing our
concentration of multifamily loans. Portfolio loan sales in 2016 were primarily targeted to reducing loan concentrations and generally
consisted of multifamily residential loans. Mortgage banking loan sales primarily consisted of 30-year fixed rate single family residential loans
and were sold through our retail mortgage banking division, which was closed during the first quarter of 2017.
Multifamily residential loans. We provide multifamily residential loans for the purchase or refinance of apartment buildings of five units or
more, with the financed properties serving as collateral for the loan. Our multifamily lending is built around three core principles: market
selection, deal selection and sponsor selection. We focus on markets with a high barrier to entry for new development, where there is a
limited supply of new housing and where there is a high variance between the cost to rent and the cost to own. We typically lend on stabilized
and seasoned assets and focus on older, smaller properties with rents at or below market levels, catering to low and middle income renters.
Our customers are generally experienced real estate professionals who desire regular income/cash flow streams and are focused on building
wealth steadily over time. We have instituted strong lending policies to mitigate credit and concentration risk. At December 31, 2020, our
multifamily real estate portfolio had an average loan balance of $1.6 million, an average unit count of 14.6 units, a weighted average loan to
value of 56.6% and a weighted average debt service coverage ratio of 1.54, as compared to an average loan balance of $1.6 million, an
average unit count of 15.2 units, a weighted average loan to value of 56.9% and a weighted average debt service coverage ratio of 1.49 at
December 31, 2019.
Single family residential loans. We provide permanent financing on single family residential properties primarily located in our market areas,
which are both owner-occupied and investor owned. We conduct this business primarily through a network of third party mortgage brokers
with the intention of retaining these loans in our portfolio. The majority of our originations are for purchase transactions, but we also provide
refinancings. Our underwriting criteria focuses on debt ratios, credit scores, liquidity of the borrower and the borrower’s cash reserves. At
December 31, 2020, our single family residential real estate portfolio had an average loan balance of $941 thousand, a weighted average
loan to value of 63.9% and a weighted average credit score at origination/refreshed of 751. At December 31, 2019, our single family
residential real estate portfolio had an average loan balance of $905 thousand, a weighted average loan to value of 64.6% and a weighted
average credit score at origination/refreshed of 750.
Commercial real estate loans. While not a large part of our portfolio during any period presented, we also lend on nonresidential commercial
real estate. Our commercial real estate loans are generally used to finance the purchase of established multi-tenant industrial, office and
retail sites. At December 31, 2020, our commercial real estate portfolio had an average loan balance of $2.1 million, a weighted average loan
to value of 55.1% and a weighted average debt service coverage ratio of 1.52, as compared to an average loan balance of $2.1 million, a
weighted average loan to value of 55.9% and a weighted average debt service coverage ratio of 1.57 at December 31, 2019.
Other. Other categories of loans included in our portfolio include construction, land and non-mortgage loans. Construction loans currently
consist primarily of single family construction projects. The non-mortgage loans in our portfolio were provided in support of community
investment efforts.
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Table of Contents
The following table sets forth the contractual maturity distribution of our loan portfolio:
(Dollars in thousands)
As of December 31, 2020:
Loans
Real estate mortgage loans:
Multifamily residential
Single family residential
Commercial real estate
Construction and land
Non-mortgage
Total loans
Fixed interest rates
Floating or hybrid adjustable rates
Total loans
As of December 31, 2019:
Loans
Real estate mortgage loans:
Multifamily residential
Single family residential
Commercial real estate
Construction and land
Non-mortgage
Total loans
Fixed interest rates
Floating or hybrid adjustable rates
Total loans
Due in 1 year or
less
Due after 1 year
through 5 years Due after 5 years
Total
$
$
$
$
$
$
$
$
9 $
35
—
18,930
—
18,974 $
— $
18,974
18,974 $
— $
1,445
58
15,884
—
17,387 $
— $
17,387
17,387 $
6,336 $
1,143
4,451
3,211
—
15,141 $
11 $
15,130
15,141 $
1,498 $
1,403
1,640
4,681
—
9,222 $
352 $
8,870
9,222 $
4,069,548 $
1,698,941
197,738
—
100
5,966,327 $
24,846 $
5,941,481
5,966,327 $
3,961,431 $
1,990,636
200,754
—
100
6,152,921 $
29,828 $
6,123,093
6,152,921 $
4,075,893
1,700,119
202,189
22,141
100
6,000,442
24,857
5,975,585
6,000,442
3,962,929
1,993,484
202,452
20,565
100
6,179,530
30,180
6,149,350
6,179,530
Our fixed interest rate loans generally consist of 30 and 40-year loans that are primarily secured by single family residential properties in
conjunction with our efforts to provide affordable housing to low-to-moderate income individuals. Our floating and adjustable rate loans are
largely hybrid interest rate programs that provide an initial fixed term of 3 to 10 years and then convert to quarterly or semi-annual
adjustments thereafter. As of December 31, 2020 and 2019, $4.3 billion and $3.9 billion, respectively, of our floating or hybrid adjustable rate
loans were at their floor rates. The weighted average minimum interest rate on these loans was 4.03% and 4.14% at December 31, 2020 and
2019, respectively. Hybrid adjustable rate loans still within their initial fixed term totaled $5.3 billion and $5.5 billion at December 31, 2020 and
2019, respectively. These loans had a weighted average term to first repricing date of 3.26 years and 3.42 years at December 31, 2020 and
2019, respectively.
Refer to Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" - "COVID-19" for
discussion regarding the lending initiatives implemented by the Company in connection with the COVID-19 pandemic.
Asset Quality
Our primary objective is to maintain a high level of asset quality in our loan portfolio. We believe our underwriting practices and policies,
established by experienced professionals, appropriately govern the risk profile for our loan portfolio. These policies are continually evaluated
and updated as necessary. All loans are assessed and assigned a risk classification at origination based on underlying characteristics of the
transaction such as collateral type, collateral cash flow, collateral coverage and borrower strength. We believe that we have a comprehensive
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methodology to proactively monitor our credit quality after origination. Particular emphasis is placed on our commercial portfolio where risk
assessments are re-evaluated as a result of reviewing commercial property operating statements and borrower financials on at least an
annual basis. Single family residential loans are subject to an annual regrading based upon a credit score refresh, among other factors. On
an ongoing basis, we also monitor payment performance, delinquencies, and tax and property insurance compliance, as well as any other
pertinent information that may be available to determine the collectibility of a loan. We believe our practices facilitate the early detection and
remediation of problems within our loan portfolio. Assigned risk ratings, as well as the evaluation of other credit metrics, are an integral part
of management assessing the adequacy of our allowance for loan losses. We periodically employ the use of an outside independent
consulting firm to evaluate our underwriting and risk assessment processes. Like other financial institutions, we are subject to the risk that
our loan portfolio will be exposed to increasing pressures from deteriorating borrower credit due to general economic conditions. Refer to
Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" - "COVID-19" for discussion
regarding loan modifications in connection with the COVID-19 pandemic.
Nonperforming assets. Our nonperforming assets consist of nonperforming loans and foreclosed real estate, if any. It is our policy to place a
loan on non-accrual status in the event that the borrower is 90 days or more delinquent, unless the loan is well secured and in the process of
collection, or earlier if the timely collection of contractual payments appears doubtful. Cash payments subsequently received on non-accrual
loans are recognized as income only where the future collection of the remaining principal is considered by management to be probable.
Loans are restored to accrual status only when the loan is less than 90 days delinquent and not in foreclosure, and the borrower has
demonstrated the ability to make future payments of principal and interest.
Troubled debt restructurings. Loans for which the terms have been modified resulting in a concession, and for which the borrower is
experiencing financial difficulties, are considered TDRs. Concessions could include reductions of interest rates, extension of the maturity date
at a rate lower than the current market rate for a new loan with similar risk, reduction of accrued interest, principal forgiveness, forbearance,
or other material modifications. The assessment of whether a borrower is experiencing or will likely experience financial difficulty and whether
a concession has been granted is highly subjective in nature, and management’s judgment is required when determining whether a
modification is classified as a TDR. Refer to Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results of
Operations" - "COVID-19" for discussion regarding loan modifications in connection with the COVID-19 pandemic.
The following table provides details of our nonperforming and restructured assets as of the dates presented and certain other related
information:
(Dollars in thousands)
Non-accrual loans
Multifamily residential portfolio
Single family residential portfolio
Commercial real estate
Construction and land
Non-mortgage
Total non-accrual loans
Real estate owned
Total nonperforming assets
Performing troubled debt restructurings
Allowance for loan losses to period end nonperforming loans
Nonperforming loans to period end loans
Nonperforming assets to total assets
Nonperforming loans plus performing TDRs to total loans
2020
2019
As of December 31,
2018
2017
2016
$
$
$
522
5,791
—
—
—
6,313
—
6,313
1,260
$
$
$
541
5,792
—
—
—
6,333
—
6,333
1,305
$
$
$
564
1,448
—
—
—
2,012
—
2,012
4,434
$
$
$
2,250
4,016
656
—
—
6,922
—
6,922
4,857
$
$
$
1,054
421
1,185
—
—
2,660
—
2,660
6,352
732.04 %
0.10 %
0.09 %
0.13 %
568.47 %
0.10 %
0.09 %
0.12 %
1705.47 %
0.03 %
0.03 %
0.11 %
437.91 %
0.14 %
0.12 %
0.23 %
1251.80 %
0.06 %
0.05 %
0.20 %
When assessing whether a loan should be placed on non-accrual status because contractual payments appear doubtful, consideration is
given to information we collect from third parties and our borrowers to substantiate their future ability to repay principal and interest due on
their loans as contractually agreed.
49
Table of Contents
For the years ended December 31, 2020 and 2019, $122 thousand and $102 thousand, respectively, in interest income was recognized on
non-accrual loans subsequent to their classification as non-accrual. For the years ended December 31, 2020 and 2019, the Company
recorded $57 thousand and $162 thousand, respectively, of interest income related to performing TDR loans. Gross interest income that
would have been recorded on non-accrual loans had they been current in accordance with their original terms was $169 thousand and $200
thousand for the years ended December 31, 2020 and 2019, respectively.
Potential Problem Loans. We utilize a risk grading system for our loans to aid us in evaluating the overall credit quality of our real estate loan
portfolio and assessing the adequacy of our allowance for loan losses. All loans are categorized into a risk category at the time of origination,
re-evaluated at least annually for proper classification in conjunction with our review of property and borrower financial information and re-
evaluated for proper risk grading as new information such as payment patterns, collateral condition and other relevant information comes to
our attention. We use the following industry accepted definitions for risk ratings.
•
Pass: Assets are performing according to contract and have no existing or known weaknesses deserving of management’s close
attention. The basic underwriting criteria used to approve the loan is still valid and all payments have essentially been made as
planned.
• Watch: Assets are expected to have an event occurring in the next 90 to 120 days that will lead to a change in risk rating with the
change being either favorable or unfavorable. These assets require heightened monitoring of the event by management.
•
•
Special mention: Assets have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential
weaknesses may result in deterioration of the repayment prospects for the asset or in our credit position at some future date.
Special mention assets are not adversely classified and do not expose us to sufficient risk to warrant adverse classification.
Substandard: Assets are inadequately protected by the current net worth and/or paying capacity of the obligor or by the collateral
pledged. These assets have well-defined weaknesses: the primary source of repayment is gone or severely impaired (i.e.,
bankruptcy or loss of employment) and/or there has been a deterioration in collateral value. In addition, there is the distinct
possibility that we will sustain some loss, either directly or indirectly (i.e., the cost of monitoring), if the deficiencies are not corrected.
Deterioration in collateral value alone does not mandate that an asset be adversely classified if such factor does not indicate that
the primary source of repayment is in jeopardy.
• Doubtful: Assets have the weaknesses of those classified substandard with the added characteristic that the weaknesses make
collection or liquidation in full highly questionable and improbable based on current facts, conditions and values.
•
Loss: Assets are considered uncollectible and of such little value that its continuance as an asset, without establishment of a
specific valuation allowance or charge-off, is not warranted. This classification does not necessarily mean that an asset has
absolutely no recovery or salvage value; but rather, it is not practical or desirable to defer writing off a basically worthless asset (or
portion thereof) even though partial recovery may be achieved in the future.
50
Table of Contents
The banking industry defines loans graded Special Mention or higher risk as ‘‘criticized’’ and loans graded Substandard or greater risk as
‘‘classified’’ loans. The following table shows our level of criticized and classified loans as of the periods indicated:
(Dollars in thousands)
As of December 31, 2020:
Multifamily residential
Single family residential
Commercial real estate
Construction and land
Non-mortgage
Total
Classified loans to period end loans
As of December 31, 2019:
Multifamily residential
Single family residential
Commercial real estate
Construction and land
Non-mortgage
Total
Classified loans to period end loans
As of December 31, 2018:
Multifamily residential
Single family residential
Commercial real estate
Construction and land
Non-mortgage
Total
Classified loans to period end loans
As of December 31, 2017:
Multifamily residential
Single family residential
Commercial real estate
Construction and land
Non-mortgage
Total
Classified loans to period end loans
As of December 31, 2016:
Multifamily residential
Single family residential
Commercial real estate
Construction and land
Non-mortgage
Total
Classified loans to period end loans
Special Mention
Substandard
Doubtful
Loss
Total Criticized
Total Classified
$
$
$
$
$
$
$
$
$
$
19,547 $
7,132
3,599
—
—
30,278 $
19,708 $
13,635
—
—
—
33,343 $
2,631 $
380
1,489
2,537
—
7,037 $
6,621 $
9,106
—
—
—
20,204 $
6,547
—
—
—
26,751 $
1,700 $
8,808
—
—
—
10,508 $
1,937 $
5,532
—
—
—
7,469 $
7,799 $
4,276
1,638
—
—
15,727 $
13,713 $
4,698 $
420
—
—
—
5,118 $
11,120 $
5,871
4,324
—
—
21,315 $
— $
—
—
—
—
— $
— $
1,600
—
—
—
1,600 $
— $
—
—
—
—
— $
— $
—
—
—
—
— $
— $
—
—
—
—
— $
— $
—
—
—
—
— $
— $
—
—
—
—
— $
— $
—
—
—
—
— $
— $
—
—
—
—
— $
— $
—
—
—
—
— $
39,751 $
13,679
3,599
—
—
57,029 $
21,408 $
24,043
—
—
—
45,451 $
4,568 $
5,912
1,489
2,537
—
14,506 $
14,420 $
13,382
1,638
—
—
29,440 $
15,818 $
6,291
4,324
—
—
26,433 $
20,204
6,547
—
—
—
26,751
0.44 %
1,700
10,408
—
—
—
12,108
0.20 %
1,937
5,532
—
—
—
7,469
0.12 %
7,799
4,276
1,638
—
—
13,713
0.27 %
11,120
5,871
4,324
—
—
21,315
0.48 %
Potential problem loans represent loans that are currently performing but as to which there is information known to us about possible credit
problems that may result in disclosure of such loans as nonperforming at some time in the future. We define ‘‘potential problem loans’’ as
loans with a risk rating of ‘‘Substandard’’, ‘‘Doubtful’’ or ‘‘Loss’’ that are not included in the amounts of non-accrual or restructured loans. As
we cannot predict all circumstances that
51
Table of Contents
may cause our borrowers to default, there can be no assurance that these loans will not be placed on non-accrual status or become
restructured. At December 31, 2020 and 2019, we have identified potential problem loans totaling $20.4 million and $5.8 million, respectively,
that were all classified as ‘‘Substandard’’. Refer to Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results
of Operations" - "COVID-19" for discussion regarding loans impacted by the COVID-19 pandemic.
Allowance for loan losses. Our allowance for loan losses is maintained at a level management believes is adequate to account for probable
incurred credit losses in the loan portfolio as of the reporting date. We determine the allowance based on a quarterly evaluation of risk. That
evaluation gives consideration to the nature of the loan portfolio, historical loss experience, known and inherent risks in the portfolio, the
estimated value of any underlying collateral, adverse situations that may affect a borrower’s ability to repay, current economic and
environmental conditions and risk assessments assigned to each loan as a result of our ongoing reviews of the loan portfolio. This process
involves a considerable degree of judgment and subjectivity. In addition, various regulatory agencies, as an integral part of their examination
process, periodically review the Bank’s allowance. Such agencies may require the Bank to recognize additions to the allowance based on
judgments different from those of management.
Our allowance is established through charges to the provision for loan losses. Loans, or portions of loans, deemed to be uncollectible are
charged against the allowance. Recoveries of previously charged-off amounts are credited to our allowance for loan losses. The allowance is
decreased by the reversal of prior provisions when the total allowance balance is deemed excessive for the risks inherent in the portfolio. The
allowance for loan losses balance is neither indicative of the specific amounts of future charge-offs that may occur, nor is it an indicator of
any future loss trends. Refer to Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" -
"COVID-19" for discussion regarding the impact of the COVID-19 pandemic on our allowance for loan losses.
2020
2019
As of December 31,
2018
2017
2016
Allowance
for Loan
Losses
% of Loans in
Each
Category
Allowance
for Loan
Losses
% of Loans in
Each
Category
Allowance for
Loan Losses
% of Loans in
Each
Category
Allowance for
Loan Losses
% of Loans in
Each
Category
Allowance for
Loan Losses
% of Loans in
Each
Category
$
33,259
67.9 % $
23,372
64.1 % $
21,326
60.1 % $
18,588
57.7 % $
18,478
9,372
3,347
216
20
46,214
28.3 %
10,076
32.3 %
10,125
36.7 %
3.4 %
2,341
3.3 %
2,441
3.0 %
0.4 %
0.0 %
100.0 % $
192
20
36,001
0.3 %
0.0 %
100.0 % $
402
20
34,314
0.2 %
0.0 %
100.0 % $
9,044
1,734
936
10
30,312
39.2 %
11,559
2.3 %
1,823
0.8 %
0.0 %
100.0 % $
1,428
10
33,298
52
59.0 %
38.9 %
1.4 %
0.7 %
0.0 %
100.0 %
(Dollars in
thousands)
Multifamily
residential
Single family
residential
Commercial
real estate
Construction
and land
Non-mortgage
Total
$
Table of Contents
The following table provides information on the activity within the allowance for loan losses as of and for the periods indicated:
(Dollars in thousands)
Allowance for loan losses at beginning of period
Charge-offs:
Single family residential
Commercial real estate
Total charge-offs
Recoveries:
Single family residential
Commercial real estate
Construction and land
Total recoveries
Net (charge-offs) recoveries
Provision for (reversal of) loan losses
Allowance for loan losses at period end
Allowance for loan losses to period end loans held
for investment
Annualized net charge-offs (recoveries) to average
loans
$
Investment Portfolio
2020
Years Ended December 31,
2018
2017
2019
2016
$
36,001
$
34,314
$
30,312
$
33,298
$
45,509
(722)
—
(722)
85
—
300
385
(337)
10,550
46,214
$
—
—
—
12
—
425
437
437
1,250
36,001
$
—
—
—
12
90
300
402
402
3,600
34,314
$
(5)
—
(5)
12
—
379
391
386
(3,372)
30,312
$
—
(90)
(90)
12
—
570
582
492
(12,703)
33,298
0.76 %
0.01 %
0.58 %
(0.01)%
0.56 %
(0.01)%
0.60 %
(0.01)%
0.75 %
(0.01)%
Our investment portfolio is generally comprised of government agency securities which are high-quality liquid investments under Basel III.
The portfolio is primarily maintained to serve as a contingent, on-balance sheet source of liquidity and as such, is kept unencumbered. We
manage our investment portfolio according to written investment policies approved by our board of directors. Our investment strategy aims to
maximize earnings while maintaining liquidity in securities with minimal credit risk and interest rate risk which is reflective in the yields
obtained on those securities. Most of our securities are classified as available for sale, although we occasionally purchase long-term fixed
rate mortgage backed securities or municipal securities for community reinvestment purposes and classify those as held to maturity. In
addition, we have equity securities which consist of investments in the CRA Qualified Investment Fund.
The following table presents the book value of our investment portfolio as of the dates indicated:
(Dollars in thousands)
Available for sale debt securities (at fair value):
Government and Government Sponsored Entities:
Residential mortgage backed securities ('MBS") and collateralized
mortgage obligations ("CMOs")
Commercial MBS and CMOs
Agency bonds
$
Total available for sale debt securities
Held to maturity (at amortized cost):
Government Sponsored Entities:
Residential MBS
Other investments
Total held to maturity debt securities
Equity securities (at fair value)
Total investment securities
$
53
As of December 31,
2020
2019
Book Value
% of Total
Book Value
% of Total
216,724
361,988
15,022
593,734
7,391
76
7,467
12,037
613,238
35.34 % $
59.03 %
2.45 %
96.82 %
1.21 %
0.01 %
1.22 %
1.96 %
100.00 % $
145,192
356,169
123,713
625,074
10,087
83
10,170
11,782
647,026
22.44 %
55.05 %
19.12 %
96.61 %
1.56 %
0.01 %
1.57 %
1.82 %
100.00 %
Table of Contents
The following table presents the book value of our investment portfolio by their stated maturities, as well as the weighted average yields for
each maturity range at December 31, 2020:
Due in one year or
less
Book
Value
Weighted
average yield
Due after one year
through five years
Weighted
Book
average yield
Value
Due after five years
through ten years
Book Value
Weighted
average yield
Due after ten years
Weighted
average yield
Book Value
Equity securities
Book
Value
Weighted
average yield
Total
Book Value
Weighted
average yield
(Dollars in
thousands)
Available for sale:
Government and Government Sponsored Entities:
Residential
MBS and CMOs $ —
Commercial
MBS and CMOs
Agency bonds
—
—
Held to maturity:
Government Sponsored Entities:
— % $
301
0.61 % $
51
2.60 % $
216,372
1.21 % $
— %
— %
13,839
—
1.05 %
— %
110,657
11,953
0.63 %
0.74 %
237,492
3,069
1.29 %
0.80 %
—
—
—
— % $
216,724
1.21 %
— %
— %
361,988
15,022
1.08 %
0.75 %
Residential
MBS
Other
investments
Equity Securities
Total
—
— %
—
— %
— %
7,391
2.70 %
—
— %
7,391
2.70 %
—
—
$ —
— %
—
—
— %
— % $ 14,140
— %
— %
1.04 % $
76
—
122,737
3.88 %
— %
0.64 % $
—
—
464,324
— %
— %
—
12,037
1.27 % $ 12,037
— %
1.78 %
1.78 % $
76
12,037
613,238
3.88 %
1.78 %
1.15 %
54
Table of Contents
The following table presents the fair value of our securities as of the dates indicated:
(Dollars in thousands)
As of December 31, 2020:
Available for sale:
Government and Government Sponsored Entities:
Residential MBS and CMOs
Commercial MBS and CMOs
Agency bonds
Total available for sale
Held to maturity:
Government Sponsored Entities:
Residential MBS
Other investments
Total held to maturity
Equity securities
Total investment securities
As of December 31, 2019:
Available for sale:
Government and Government Sponsored Entities:
Residential MBS and CMOs
Commercial MBS and CMOs
Agency bonds
Total available for sale
Held to maturity:
Government Sponsored Entities:
Residential MBS
Other investments
Total held to maturity
Equity securities
Total investment securities
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
Losses
Fair Value
$
$
$
$
213,279 $
355,963
14,998
584,240
7,391
76
7,467
12,000
603,707 $
145,333 $
353,727
123,977
623,037
10,087
83
10,170
12,000
645,207 $
3,459 $
6,337
69
9,865
403
—
403
37
10,305 $
340 $
3,267
59
3,666
205
—
205
—
3,871 $
(14) $
(312)
(45)
(371)
—
—
—
—
(371) $
(481) $
(825)
(323)
(1,629)
(26)
—
(26)
(218)
(1,873) $
216,724
361,988
15,022
593,734
7,794
76
7,870
12,037
613,641
145,192
356,169
123,713
625,074
10,266
83
10,349
11,782
647,205
The unrealized losses on securities are attributed to interest rate changes rather than the marketability of the securities or the issuer’s ability
to honor redemption of the obligations, as the securities with losses are primarily obligations of or guaranteed by agencies sponsored by the
U.S. government. We have adequate liquidity with the ability and intent to hold these securities to maturity resulting in full recovery of the
indicated impairment. Accordingly, none of the unrealized losses on these securities have been determined to be other than temporary.
At December 31, 2020, there was no issuer, other than U.S. government agencies, where the aggregate book value or market value of such
issuer’s securities held by the Company exceeded 10% of our stockholders’ equity. At December 31, 2020 and 2019, the average estimated
remaining life of our available for sale investment portfolio was 5.34 and 5.25 years, respectively.
Liabilities
Total liabilities decreased $139.0 million, or 2.2%, and were $6.3 billion and $6.4 billion at December 31, 2020 and 2019, respectively. The
decrease in total liabilities was primarily attributable to a decrease in FHLB advances of $172.0 million, or 17.6%, compared to December 31,
2019, largely due to the prepayment of $150.0 million of long-term FHLB advances in December 2020. This decrease was partially offset by
growth in our deposits of $29.6 million, or 0.6%, compared to December 31, 2019.
55
Table of Contents
Deposits
Representing 83.7% of our total liabilities as of December 31, 2020, deposits are our primary source of funding for our business operations.
We have historically maintained and grown our deposit customer base in various rate environments based on our strong customer
relationships, evidenced in part by increased deposits over recent years, as well as our reputation as a safe, sound, secure, "well-capitalized"
institution and our commitment to excellent customer service. We are focused on growing our deposits by deepening our relationships with
our existing loan and deposit customers and looking to expand our traditional product footprint with newer emphasis placed on
specialty/business affiliations and transactional deposits. When competitively priced and/or for asset liability management purposes, we will
supplement our deposits with wholesale deposits from deposit brokers and/or the State of California.
Total deposits increased by $29.6 million, or 0.6%, to $5.3 billion at December 31, 2020 from $5.2 billion at December 31, 2019. Retail
deposits increased $395.6 million, while wholesale deposits decreased $366.0 million. The increase in retail deposits has been primarily
generated by our network of branches, while the decline in wholesale deposits was a purposeful decision by the Company to reduce excess,
low yielding cash and cash equivalents. Time deposits represent 58.1% and 67.4% of total deposits at December 31, 2020 and 2019,
respectively. The decline in time deposits was primarily caused by the reduction in wholesale deposits, as discussed above. We consider
approximately 72% or more of our retail deposits at December 31, 2020 to be core deposits based on our internal methodology, which gives
consideration to the tenure of customer relationships, product penetration and the relative cost of the deposit accounts.
Our loan to deposit ratio was 115% and 119% at December 31, 2020 and 2019, respectively. The decline in this ratio was primarily due to the
growth of our total deposits and the net reduction in our loan portfolio due to elevated loan prepayments outpacing loan originations during
the year ended December 31, 2020. It is common for us to operate with a loan to deposit ratio exceeding those commonly seen at other
banks. Our higher than average ratio is attributed to our use of FHLB borrowings to supplement loan growth and to strategically manage our
interest rate risk, as well as our preference to maintain a large proportion of our assets in real estate loans which generally provide a better
yield than high-quality liquid investments.
The following table summarizes our deposit composition by average deposits and average rates paid for the periods indicated:
(Dollars in thousands)
Average Amount
December 31, 2020
Weighted average
rate paid
Percent of total
deposits
Average Amount
December 31, 2019
Weighted average
rate paid
Percent of total
deposits
Noninterest-bearing deposit accounts
Interest-bearing transaction accounts
Money market demand accounts
Time deposits
Total
$
$
69,208
309,601
1,521,163
3,390,992
5,290,964
— %
0.57 %
0.90 %
1.67 %
1.36 %
1.3 % $
5.9 %
28.8 %
64.0 %
100.0 % $
41,821
210,743
1,402,608
3,538,223
5,193,395
— %
1.26 %
1.28 %
2.35 %
2.00 %
0.8 %
4.1 %
27.0 %
68.1 %
100.0 %
The following table sets forth the maturity of time deposits as of December 31, 2020:
(Dollars in thousands, except for column headings)
Remaining maturity:
Three months or less
Over three through six months
Over six through twelve months
Over twelve months
Total
Percent of total deposits
Under $100,000
$100,000 and greater
$
$
129,418
132,104
187,934
36,627
486,083
$
$
407,920
876,137
1,101,934
185,123
2,571,114
9.23 %
48.84 %
56
Table of Contents
The Company had time deposits that met or exceeded the FDIC Insurance limit of $250 thousand of $1.4 billion at both December 31, 2020
and 2019. At the same dates, the Company had $50.0 million and $416.0 million, respectively, of wholesale deposits.
FHLB Advances and Other Borrowings
In addition to deposits, we utilize collateralized FHLB borrowings to fund our loan growth. FHLB advances can, at times, have attractive rates
and we have commonly used them to strategically extend the duration of our liabilities as part of our interest rate risk management. Total
FHLB advances decreased $172.0 million, or 17.6%, to $806.7 million at December 31, 2020 compared to $978.7 million at December 31,
2019. This decrease primarily relates to the prepayment of $150.0 million of long-term FHLB advances in December 2020. The prepayments
were a strategic decision to utilize low yielding excess liquidity to remove high cost borrowings to benefit our net interest margin in future
quarters. At the time of payoff, these borrowings had a weighted average interest rate and a weighted average maturity of 2.95% and 2.5
years, respectively. At December 31, 2020, the weighted average interest rate and weighted average maturity of FHLB advances outstanding
was 2.07% and 1.7 years, respectively, compared to 2.30% and 2.3 years, respectively at December 31, 2019. As of both December 31,
2020 and December 31, 2019, the Bank had FHLB letters of credit outstanding totaling $62.6 million.
Historically, we have utilized other instruments such as trust preferred securities and senior debt at the bank holding company level as a
source of capital for our Bank to support asset growth. We have established two trusts (the "Trusts") of which we own all the common
securities, that have issued trust preferred securities ("Trust Securities"), to investors in private placement transactions. The proceeds of the
securities qualify as Tier 1 capital under the final Dodd Frank regulations for community banks with total assets less than $15 billion. In
accordance with GAAP, the Trusts are not consolidated in our consolidated statements of financial condition but rather the common securities
are included in our other assets and the junior subordinated debentures ("Notes") issued to the Trusts are shown as a liability. The following
table is a summary of our outstanding Trust Securities and related Notes as of the dates indicated (dollars in thousands):
Issuer
Luther Burbank Statutory
Trust I
Luther Burbank Statutory
Trust II
$
$
December 31, 2020
Rate
Amount
December 31, 2019
Rate
Amount
Date
Issued
Maturity
Date
Rate Index
(Quarterly Reset)
41,238
1.60 % $
41,238
3.27 %
3/1/2006
6/15/2036
3 month LIBOR + 1.38%
20,619
1.84 % $
20,619
3.51 %
3/1/2007
6/15/2037
3 month LIBOR + 1.62%
We have the right to defer payment of interest on the Notes at any time or from time to time for a period not exceeding five years provided
that no extension period may extend beyond the stated maturity of the relevant Note. During any such extension period, distributions on the
Trust Securities will also be deferred, and our ability to pay dividends on our common stock will be restricted.
We have entered into contractual arrangements which, taken collectively, fully and unconditionally guarantee payment of: (i) accrued and
unpaid distributions required to be paid on the Trust Securities; (ii) the redemption price with respect to any Trust Securities called for
redemption by the Trusts; and (iii) payments due upon a voluntary or involuntary dissolution, winding up or liquidation of the Trusts. The Trust
Securities are mandatorily redeemable upon maturity of the Notes, or upon earlier redemption as provided in the indenture. We have the right
to redeem the Notes purchased by the Trusts, in whole or in part, on or after the redemption date. As specified in the indenture, if the Notes
are redeemed prior to maturity, the redemption price will be the principal amount and any accrued but unpaid interest.
In 2014, we issued senior debt totaling $95.0 million to qualified institutional investors. These senior notes are unsecured, carry a fixed
interest coupon of 6.5%, pay interest only on a quarterly basis and mature on September 30, 2024. The senior debt is redeemable at any
time prior to August 31, 2024, at a redemption price equal to the greater of (i) 100% of the principal amount, or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at
the calculated rate for a U. S. Treasury security having a comparable remaining maturity plus 30 basis points, plus in each case, accrued and
unpaid interest. On or after September 1, 2024, the senior debt may be redeemed at 100% of the principal amount plus accrued and unpaid
interest.
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The following table presents information regarding our FHLB advances and other borrowings as of and for the periods indicated:
(Dollars in thousands)
FHLB advances
Average amount outstanding during the period
Maximum amount outstanding at any month-end during the period
Balance outstanding at end of period
Weighted average maturity (in years)
Weighted average interest rate at end of period
Weighted average interest rate during the period
Junior subordinated deferrable interest debentures
Balance outstanding at end of period
Weighted average maturity (in years)
Weighted average interest rate at end of period
Weighted average interest rate during the period
Senior unsecured term notes
Balance outstanding at end of period
Weighted average maturity (in years)
Weighted average interest rate at end of period
Weighted average interest rate during the period
$
$
$
As of and for the Years Ended December 31,
2020
2019
$
$
$
965,490
1,040,199
806,747
1.7
2.07 %
2.25 %
61,857
16.0
1.68 %
2.22 %
94,539
3.8
6.67 %
6.67 %
1,056,557
1,186,827
978,702
2.3
2.30 %
2.36 %
61,857
17.0
3.35 %
3.96 %
94,416
4.8
6.68 %
6.68 %
Our level of FHLB advances can fluctuate on a daily basis depending on our funding needs and the availability of other sources of funds to
satisfy those needs. Short-term advances allow us flexibility in funding our daily liquidity needs.
The following table sets forth the amount of short-term borrowings outstanding, comprised entirely of FHLB advances, as well as the
weighted average interest rate thereon, as of the dates indicated:
(Dollars in thousands)
Outstanding at period end
Average amount outstanding
Maximum amount outstanding at any month end
Weighted average interest rate:
During period
End of period
Stockholders’ Equity
$
As of and for the Years Ended December 31,
2020
2019
$
—
6,724
63,000
1.43 %
— %
1,500
51,800
209,700
2.52 %
1.66 %
Stockholders’ equity totaled $613.7 million and $614.5 million at December 31, 2020 and 2019, respectively. The $773 thousand, or 0.1%,
net decline in capital was attributed to the Company’s stock repurchases of $36.1 million and dividends paid of $12.3 million during the year
ended December 31, 2020, partially offset by net income of $39.9 million and increases in unrealized gains, net of taxes, of $5.3 million.
During the year ended December 31, 2020, the Company repurchased 4.0 million shares in connection with its stock repurchase programs at
an average price of $9.03 per share, or a 22.7% discount to tangible book value at December 31, 2020, and a total cost of $36.1 million. The
Company completed a $45.0 million stock repurchase program during the second quarter of 2020 and approved a new stock repurchase
program during the fourth quarter
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of 2020 allowing for share repurchases totaling up to $20.0 million. As of December 31, 2020, there were $18.6 million of authorized funds
remaining under the current active share repurchase program.
Off-Balance Sheet Arrangements
In the normal course of business, we enter into various transactions that are not included in our consolidated statements of financial condition
in accordance with GAAP. These transactions include commitments to extend credit in the ordinary course of business including
commitments to fund new loans and undisbursed funds, as well as certain guarantees and derivative transactions.
Loan commitments represent contractual cash requirements to a borrower although, a portion of these commitments to extend credit may
expire without being drawn upon. Therefore, the total commitment amounts, shown below, do not necessarily represent future cash
obligations. The following is a summary of our off-balance sheet arrangements outstanding as of the dates presented.
(Dollars in thousands)
Commitments to fund loans held for investment
December 31,
2020
2019
$
116,944 $
103,227
In connection with our Freddie Mac multifamily loan securitization, we entered into a reimbursement agreement pursuant to which we may be
required to reimburse Freddie Mac for the first losses in the underlying loan portfolio, not to exceed 10% of the unpaid principal amount at
settlement, or approximately $62.6 million. A $62.6 million letter of credit with the FHLB is pledged as collateral in connection with this
reimbursement agreement. We have recorded a reserve for estimated losses with respect to the reimbursement obligation of $959 thousand
and $1.0 million as of December 31, 2020 and 2019, respectively, which is included in other liabilities and accrued expenses on the
consolidated statements of financial condition. During the year ended December 31, 2020, four loans in the securitization pool were modified
for payment deferral related to the COVID-19 pandemic. Two of these loans have paid off subsequent to their modification. As of
December 31, 2020, two of these loans with an aggregate principal balance of $3.1 million, or 1.5% of the aggregate remaining loan balance
in the securitization pool, remain outstanding. Both loans had returned to their respective contractual loan payments as of December 31,
2020. Please refer above to "Factors Affecting Comparability of Financial Results - Multifamily Securitization Transaction" for additional
information regarding the securitization.
During the year ended December 31, 2019, we entered into two, two-year swap agreements with an aggregate notional amount of $1.0
billion to hedge the interest rate risk related to certain hybrid multifamily loans which are currently in their fixed rate period. The swaps involve
the payment of a fixed rate amount to a counterparty in exchange for the Company receiving a variable rate payment over the life of the
swaps without the exchange of the underlying notional amounts.
We guarantee distributions and payments for redemption or liquidation of the Trust Securities issued by the Trusts to the extent of funds held
by the Trusts. Although this guarantee is not separately recorded, the obligation underlying the guarantee is fully reflected on our
consolidated statements of financial condition as junior subordinated debentures held by the Trusts. The junior subordinated debentures
currently qualify as Tier 1 capital under the Federal Reserve capital adequacy guidelines. With the exception of our obligations in connection
with its Trust Securities and the other items detailed above, we have no other off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures, or capital resources, that is material to investors.
Contractual Obligations
The following table presents, as of December 31, 2020, our significant contractual obligations to third parties on debt and lease agreements
and service obligations. For more information about our contractual obligations, see Part II, Item 8. "Financial Statements and Supplementary
Data", Note 20. ‘‘Commitments and Contingencies,’’ in the notes to our consolidated financial statements.
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(Dollars in thousands)
Contractual Cash Obligations
Time deposits (1)
FHLB advances (1)
Senior debt (1)
Junior subordinated debentures (1)
Operating leases
Significant contract (2)
Total
Less than 1 Year
1 to 3 Years
3 to 5 Years
More than 5
Years
Total
Payments Due by Period
$
$
2,835,447 $
355,100
—
—
4,597
1,379
3,196,523 $
208,981 $
350,000
—
—
6,093
2,758
567,832 $
12,769 $
101,500
95,000
—
2,447
2,758
214,474 $
— $
147
—
61,857
1,661
493
64,158 $
3,057,197
806,747
95,000
61,857
14,798
7,388
4,042,987
(1) Amounts exclude interest
(2) We have one significant, long-term contract for core processing services which expires May 9, 2026. The actual obligation is unknown and dependent on certain
factors including volume and activities. For purposes of this disclosure, future obligations are estimated using our fourth quarter 2020 average monthly expense
extrapolated over the remaining life of the contract.
We believe that we will be able to meet our contractual obligations as they come due. Adequate cash levels are expected through
profitability, repayments from loans and securities, deposit gathering activity, access to borrowing sources and periodic loan sales.
Liquidity Management and Capital Adequacy
Liquidity Management
Liquidity refers to our capacity to meet our cash obligations at a reasonable cost. Our cash obligations require us to have cash flow that is
adequate to fund loan growth and maintain on-balance sheet liquidity while meeting present and future obligations of deposit withdrawals,
borrowing maturities and other contractual cash obligations. In managing our cash flows, management regularly confronts situations that can
give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds and the ability to
convert assets into cash. Changes in economic conditions or exposure to credit, market, operational, legal and reputational risks also could
affect the Bank’s liquidity risk profile and are considered in the assessment of liquidity management.
We continually monitor our liquidity position to ensure that our assets and liabilities are managed in a manner to meet all reasonably
foreseeable short-term, long-term and strategic liquidity demands. Management has established a comprehensive management process for
identifying, measuring, monitoring and controlling liquidity risk. Because of its critical importance to the viability of the Bank, liquidity risk
management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include: effective
corporate governance consisting of oversight by the Board of Directors and active involvement by management; appropriate strategies,
policies, procedures, and limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems
including stress tests that are commensurate with the complexity of our business activities; active management of intraday liquidity and
collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities
free of legal, regulatory, or operational impediments, that can be used to meet liquidity needs in stressful situations; comprehensive
contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal
controls and internal audit processes sufficient to determine the adequacy of the Bank’s liquidity risk management process.
Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our liquidity
requirements are met primarily through our deposits, FHLB advances and the principal and interest payments we receive on loans and
investment securities. Cash on hand, unrestricted cash at third party banks, investments available for sale and maturing or prepaying
balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are routinely available to us include
funds from retail and wholesale deposits, advances from the FHLB and proceeds from the sale of loans. Less commonly used sources of
funding include borrowings from the FRB discount window, draws on established federal funds lines from unaffiliated commercial banks and
the issuance of debt or equity securities. We believe we have ample liquidity resources to fund future growth and meet other cash needs as
necessary. Refer to Part II. Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" - "COVID-19"
for additional discussion
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regarding liquidity.
Our total deposits at December 31, 2020 and 2019 were $5.3 billion and $5.2 billion, respectively. Based on the values of loans pledged as
collateral, our $806.7 million of FHLB advances outstanding and our $62.6 million FHLB letter of credit outstanding, we had $900.0 million of
additional borrowing capacity with the FHLB at December 31, 2020. Based on the values of loans pledged as collateral, we had $178.6
million of borrowing capacity with the FRB at December 31, 2020. There were no outstanding advances with the FRB at December 31, 2020.
In addition to the liquidity provided by the FHLB and FRB described above, we have established federal funds lines of credit with unaffiliated
banks totaling $50.0 million at December 31, 2020, none of which was advanced at that date. In the ordinary course of business, we maintain
correspondent bank accounts with unaffiliated banks which are used for normal business activity including ordering cash for our branch
network, the purchase of investment securities and the receipt of principal and interest on those investments. Cash balances at
correspondent banks, including amounts at the FRB, totaled $178.9 million at December 31, 2020.
The Company is a corporation separate and apart from our Bank and, therefore, must provide for its own liquidity, including liquidity required
to meet its debt service requirements on its senior notes and junior subordinated debentures. The Company’s main source of cash flow is
dividends declared and paid to it by the Bank. There are statutory and regulatory limitations that affect the ability of our Bank to pay dividends
to the Company. We believe that these limitations will not impact our ability to meet our ongoing short-term cash obligations. For contingency
purposes, the Company typically maintains a minimum level of cash to fund one year’s projected operating cash flow needs.
Capital Adequacy
We are subject to various regulatory capital requirements administered by federal and state banking regulators. Our capital management
consists of providing equity to support our current operations and future growth. Failure to meet minimum regulatory capital requirements
may result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on
our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet
specific capital guidelines that involve quantitative measures of our assets, liabilities and off-balance sheet items as calculated under
regulatory accounting policies. As of December 31, 2020 and 2019, we were in compliance with all applicable regulatory capital
requirements, including the capital conservation buffer, and the Bank qualified as ‘‘well-capitalized’’ for purposes of the FDIC’s prompt
corrective action regulations. At December 31, 2020, the capital conservation buffer was 2.5%.
The vast majority of our multifamily residential loans and single family residential loans are eligible for 50% risk-weighting for purposes of
calculating our regulatory capital levels. Risk-weighting requirements of multifamily residential loans and single family residential loans are
contingent upon meeting specific criteria, which, if not adequately met, would increase the required risk-weighting percentage for these loans.
Commercial real estate lending collateralized by real estate other than multifamily residential properties are generally risk weighted at 100%.
Our leverage ratio is not impacted by the composition of our assets.
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The following table presents our regulatory capital ratios as of the dates presented, as well as the regulatory capital ratios that are required
by FDIC regulations to maintain ‘‘well-capitalized’’ status:
(Dollars in thousands)
Luther Burbank Corporation
As of December 31, 2020
Tier 1 Leverage Ratio
Common Equity Tier 1 Risk-Based Ratio
Tier 1 Risk-Based Capital Ratio
Total Risk-Based Capital Ratio
As of December 31, 2019
Tier 1 Leverage Ratio
Common Equity Tier 1 Risk-Based Ratio
Tier 1 Risk-Based Capital Ratio
Total Risk-Based Capital Ratio
Luther Burbank Savings
As of December 31, 2020
Tier 1 Leverage Ratio
Common Equity Tier 1 Risk-Based Ratio
Tier 1 Risk-Based Capital Ratio
Total Risk-Based Capital Ratio
As of December 31, 2019
Tier 1 Leverage Ratio
Common Equity Tier 1 Risk-Based Ratio
Tier 1 Risk-Based Capital Ratio
Total Risk-Based Capital Ratio
Impact of Inflation and Changing Prices
Actual
For Capital Adequacy
Purposes
Minimum Required
Plus Capital Conservation
Buffer
For Well- Capitalized
Institution
Amount
Ratio
Amount
Ratio
Amount
Ratio
Amount
Ratio
$
$
$
$
665,514
603,657
665,514
712,837
671,580
609,723
671,580
708,847
729,054
729,054
729,054
776,377
748,916
748,916
748,916
786,183
9.45 % $
15.75 %
17.37 %
18.60 %
9.47 % $
15.46 %
17.02 %
17.97 %
10.36 % $
19.04 %
19.04 %
20.27 %
10.57 % $
18.99 %
18.99 %
19.94 %
281,564
172,420
229,893
306,524
283,631
177,523
236,697
315,596
281,453
172,340
229,787
306,383
283,542
177,437
236,582
315,443
4.00 %
4.50 % $
6.00 %
8.00 %
4.00 %
4.50 % $
6.00 %
8.00 %
4.00 %
4.50 % $
6.00 %
8.00 %
4.00 %
4.50 % $
6.00 %
8.00 %
N/A
268,209
325,682
402,313
N/A
276,147
335,321
414,220
N/A
268,085
325,532
402,128
N/A
276,012
335,158
414,019
N/A
7.00 %
8.50 %
10.50 %
N/A
7.00 %
8.50 %
10.50 %
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A $
7.00 %
8.50 %
10.50 %
N/A $
7.00 %
8.50 %
10.50 %
351,816
248,936
306,383
382,979
354,428
256,297
315,443
394,303
5.00 %
6.50 %
8.00 %
10.00 %
5.00 %
6.50 %
8.00 %
10.00 %
Our consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of
financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of
money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike most industrial companies,
nearly all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than do the
effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods
or services.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the exposure to unanticipated changes in net interest earnings or loss due to changes in the market value of assets
and liabilities as a result of fluctuations in interest rates. As a financial institution, our primary market risk is interest rate risk. Interest rate risk
is the risk to earnings and value arising from volatility in market interest rates. Interest rate risk arises from timing differences in the repricings
and maturities of interest-earning assets and interest-bearing liabilities (repricing risk), changes in the expected maturities of assets and
liabilities arising from embedded options, such as borrowers’ ability to prepay loans at any time and depositors’ ability to redeem certificates
of deposit before maturity (option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel
fashion (yield curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR (basis
risk).
We manage market risk though our Asset Liability Council ("ALCO") which is comprised of senior management who are responsible for
ensuring that board approved strategies, policy limits, and procedures for managing interest rate risk are appropriately executed within the
designated lines of authority and responsibility. The ALCO meets monthly
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to review, among other things, the composition of our assets and liabilities, the sensitivity of our assets and liabilities to interest rate changes,
our actual and forecasted liquidity position, investment activity and our interest rate hedging transactions. The ALCO reports regularly to our
board of directors. Our board reviews all policies impacting asset and liability management and establishes risk tolerance limits for business
operations on at least an annual basis.
Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and
funding activities. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities
and determining the appropriate interest rate risk posture given business forecasts, management objectives, market expectations, and policy
constraints. In recognition of this, we actively manage our assets and liabilities to maximize our net interest income and return on equity,
while managing our risk exposure and maintaining adequate liquidity and capital positions.
Given the nature of our loan and deposit activities, we are liability sensitive to volatility in interest rates. A liability sensitive position refers to a
balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on
our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net
interest margin. Conversely, an asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is
expected to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than
rates paid on our interest-bearing liabilities, thus expanding net interest margin.
We use two primary modeling techniques to assess our exposure to interest rates that simulate the earnings and valuation effects of
variations in interest rates: Net Interest Income at Risk ("NII at Risk") and the Economic Value of Equity ("EVE"). These models require that
we use numerous assumptions, including asset and liability pricing and repricing, future growth, prepayment rates, non-maturity deposit
sensitivity and decay rates. These assumptions are inherently uncertain and, as a result, the models cannot precisely predict the fluctuations
in market interest rates or precisely measure the impact of future changes in interest rates. Actual results will differ from the model’s
simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the
application and timing of various management strategies.
Stress testing the balance sheet and net interest income using instantaneous parallel shock movements in the yield curve of -100 to +400
basis points is a regulatory and banking industry practice. However, these stress tests may not represent a realistic forecast of future interest
rate movements in the yield curve.
Instantaneous parallel interest rate shock modeling is not a predictor of actual future performance of earnings. It is a financial metric used to
manage interest rate risk, implement hedging transactions if the metric rises above policy limits for interest rate risk, and track the movement
of the bank’s interest rate risk position over a historical time frame for comparison purposes.
Our earnings are a function of collecting both a credit risk premium on our loans and an interest rate risk premium on our balance sheet
position. The purpose of these premiums being to diversify our earnings position with both credit risk and interest rate risk, which tend to be
negatively correlated historically for the Bank. During weak economic times, our loan losses have been higher than normal, but the Federal
Reserve will generally reduce short-term interest rates in an attempt to stimulate the economy and add liquidity. As a result, our interest rate
spread will generally increase during those periods. During strong economic times, when the Federal Reserve raises short-term interest rates
to dampen economic activity, the Bank’s interest rate spread decreases. These periods have historically been indicative of inflation and real
property value increases. As such, the decrease in net interest income is typically somewhat offset by declining loan losses in our loan
portfolio. There is no guarantee, however, that the past countercyclical nature of our loan losses and our net interest spread declines will
continue in the future.
On a quarterly basis, we measure and report NII at Risk to isolate the change in income related solely to interest-earning assets and interest-
bearing liabilities. The following table illustrates the results of our NII at Risk analysis to determine the extent to which our net interest income
over the following 12 months would change if prevailing interest rates increased or decreased by the specified amounts at December 31,
2020. It models instantaneous parallel shifts in market interest rates, implied by the forward yield curve over the next one year period.
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Change in Interest Rates (basis points)
+400 BP
+300 BP
+200 BP
+100 BP
-100 BP
Interest Rate Risk to Earnings (NII)
December 31, 2020
(Dollars in millions)
$ Change NII
(7.8)
(4.1)
(1.7)
(0.6)
(0.3)
$
% Change NII
(4.9)%
(2.6)%
(1.1)%
(0.4)%
(0.2)%
The NII at Risk reported at December 31, 2020 reflects that our earnings are in a liability sensitive position in which an increase in interest
rates is expected to generate lower net interest income. All NII stress tests measures were within our board established limits. During the
year ended December 31, 2020, our NII at Risk decreased as compared to December 31, 2019 due to the decline in interest rates. Our NII at
Risk model does not allow interest rates to decrease below zero, which caused the results of the 100 basis points downward shift in interest
rates to be negative despite the liability sensitive position of our balance sheet.
EVE measures the period end market value of assets minus the market value of liabilities and the change in this value as rates change. The
EVE results included in the table below reflect the analysis reviewed monthly by management. It models instantaneous parallel shifts in
market interest rates, implied by the forward yield curve. The EVE model calculates the market value of capital by taking the present value of
all asset cash flows less the present value of all liability cash flows.
Change in Interest Rates (basis points)
+400 BP
+300 BP
+200 BP
+100 BP
-100 BP
Interest Rate Risk to Capital (EVE)
December 31, 2020
(Dollars in millions)
$ Change EVE
(196.3)
(134.6)
(87.5)
(47.4)
44.1
$
% Change EVE
(33.5)%
(23.0)%
(14.9)%
(8.1)%
7.5 %
The EVE at Risk reported at December 31, 2020 reflects that our market value of capital is in a liability sensitive position in which an increase
in interest rates is expected to generate lower market values of capital. All EVE stress tests measures were within our board established
limits. During the year ended December 31, 2020, our EVE at Risk generally increased as compared to December 31, 2019 primarily due to
the aging and reduction of the Bank's hedge positions at December 31, 2020, partially offset by the decline in interest rates and higher loan
prepayments.
Certain shortcomings are inherent in the NII and EVE analyses presented above. Both the NII and EVE simulations include assumptions
regarding balances, asset prepayment speeds, deposit repricing and runoff and interest rate relationships among balances that we believe to
be reasonable for the various interest rate environments. Differences in actual occurrences from these assumptions, as well as nonparallel
changes in the yield curve, may change our market risk exposure. Simulated results are not intended to be used as a forecast of the actual
effect of changes in market interest rates on our results, but rather as a means to better plan and execute appropriate interest rate risk
strategies.
Hedge Positions
In managing our market risk, our board of directors has authorized the ALCO to utilize interest rate caps and swaps to mitigate on-balance
sheet interest rate risk in accordance with regulations and our internal policy. We use or expect to use interest rate caps and swaps as macro
hedges against inherent rate sensitivity in our loan portfolio, other interest-earning assets and our interest-bearing liabilities. Positions for
hedging purposes are undertaken as mitigation to exposure primarily from mismatches between assets and liabilities.
We typically utilize FHLB advances with or without embedded interest rate caps to hedge our liability sensitive
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interest rate risk position. Interest rate caps embedded in FHLB advances do not qualify as derivative contracts as the cost of these contracts
is inseparable from the cost of the advances and, as such, is included in interest expense in our consolidated statements of income. In
addition, during 2019, we entered into two, two-year interest rate swaps with a total notional amount of $1.0 billion to hedge the interest rate
risk related to certain hybrid multifamily loans which are currently in their fixed rate period. The swaps are designated as fair value hedges
and involve the payment of a fixed rate amount to a counterparty in exchange for the Company receiving a variable rate payment over the life
of the swaps without the exchange of the underlying notional amount. The gain or loss on these derivatives, as well as the offsetting loss or
gain on the hedged items attributable to the hedged risk are recognized in interest income for loans in our consolidated statements of
income. During the year ended December 31, 2020, the Company recognized a reduction in interest income of $10.8 million in connection
with the swaps, compared to an increase in interest income of $2.1 million during the year ended December 31, 2019.
The following table summarizes FHLB borrowings with embedded caps and the other derivative instruments utilized by us as interest rate risk
hedge positions as of December 31, 2020:
(Dollars in thousands)
Hedging Instrument
FHLB fixed rate advance
Interest rate swap
Interest rate swap
Counterparty Credit Risk
Hedge Accounting Type
With embedded cap
Fair value hedge
Fair value hedge
Fair Value
Months to
Maturity
Notional
Other Assets
Other Liabilities
2
6
8
$
100,000
500,000
500,000
1,100,000 $
—
—
—
— $
—
3,536
3,722
7,258
Derivative contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms. Our
policies require that counterparties must be approved by our ALCO. Additionally, contracts are in place to ensure that minimum transfer
amounts and collateral requirements are established.
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Item 8. Financial Statements and Supplementary Data
Table of Contents
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated statements of financial condition
Consolidated statements of income
Consolidated statements of comprehensive income
Consolidated statements of changes in stockholders' equity
Consolidated statements of cash flows
Notes to consolidated financial statements
66
Page
67
68
69
70
71
72
72
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Report of Independent Registered Public Accounting Firm
Shareholders and the Board of Directors of Luther Burbank Corporation
Santa Rosa, California
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of Luther Burbank Corporation (the "Company") as of
December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and
cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results
of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States
of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
/s/ Crowe LLP
We have served as the Company's auditor since 2011.
Sacramento, California
March 11, 2021
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LUTHER BURBANK CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollar amounts in thousands)
December 31, 2020
December 31, 2019
ASSETS
Cash, cash equivalents and restricted cash
Available for sale debt securities, at fair value
Held to maturity debt securities, at amortized cost (fair value of $7,870 and $10,349 at December 31,
2020 and 2019, respectively)
Equity securities, at fair value
Loans receivable, net of allowance for loan losses of $46,214 and $36,001 at December 31, 2020
and 2019, respectively
Accrued interest receivable
Federal Home Loan Bank ("FHLB") stock, at cost
Premises and equipment, net
Goodwill
Prepaid expenses and other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits
FHLB advances
Junior subordinated deferrable interest debentures
Senior debt
$95,000 face amount, 6.5% interest rate, due September 30, 2024 (less debt issuance costs of
$461 and $584 at December 31, 2020 and 2019, respectively)
Accrued interest payable
Other liabilities and accrued expenses
Total liabilities
Commitments and contingencies (Note 20)
Stockholders' equity:
Preferred stock, no par value; 5,000,000 shares authorized; none issued and outstanding at
December 31, 2020 and 2019
Common stock, no par value; 100,000,000 shares authorized; 52,220,266 and 55,999,754 shares
issued and outstanding at December 31, 2020 and 2019, respectively
Retained earnings
Accumulated other comprehensive income, net of taxes
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
$
$
178,861 $
593,734
7,467
12,037
6,003,602
18,795
25,122
18,226
3,297
44,963
6,906,104 $
5,264,329 $
806,747
61,857
94,539
1,388
63,553
6,292,413
—
414,120
192,834
6,737
613,691
6,906,104 $
91,325
625,074
10,170
11,782
6,194,976
20,814
30,342
19,504
3,297
38,544
7,045,828
5,234,717
978,702
61,857
94,416
2,901
58,771
6,431,364
—
447,784
165,236
1,444
614,464
7,045,828
See accompanying notes to consolidated financial statements
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LUTHER BURBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands, except per share data)
For the Years Ended December 31,
2019
2020
Interest and fee income:
Loans
Investment securities
Cash, cash equivalents and restricted cash
Total interest and fee income
Interest expense:
Deposits
FHLB advances
Junior subordinated deferrable interest debentures
Senior debt
Total interest expense
Net interest income before provision for loan losses
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income:
Gain on sale of loans
FHLB dividends
Other income
Total noninterest income
Noninterest expense:
Compensation and related benefits
Deposit insurance premium
Professional and regulatory fees
Occupancy
Depreciation and amortization
Data processing
Marketing
FHLB advance prepayment penalty
Other expenses
Total noninterest expense
Income before provision for income taxes
Provision for income taxes
Net income
Basic earnings per common share
Diluted earnings per common share
Dividends per common share
$
$
$
$
$
230,996 $
9,856
538
241,390
73,331
21,761
1,373
6,302
102,767
138,623
10,550
128,073
—
1,650
870
2,520
43,100
1,905
1,844
4,585
2,685
3,911
1,683
10,443
3,778
73,934
56,659
16,747
39,912 $
0.75 $
0.75 $
0.23 $
249,530
15,461
2,151
267,142
105,092
24,896
2,447
6,300
138,735
128,407
1,250
127,157
607
2,163
1,905
4,675
37,228
545
1,984
5,688
2,618
3,738
5,053
—
5,514
62,368
69,464
20,603
48,861
0.87
0.87
0.23
See accompanying notes to consolidated financial statements
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LUTHER BURBANK CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollar amounts in thousands)
Net income
Other comprehensive income:
Unrealized gain on available for sale debt securities:
Unrealized holding gain arising during the period
Tax effect
Net of tax
Unrealized gain on cash flow hedge:
Unrealized holding gain arising during the period
Tax effect
Net of tax
Total other comprehensive income
Comprehensive income
For the Years Ended December 31,
2020
2019
$
39,912 $
48,861
7,457
(2,164)
5,293
—
—
—
5,293
45,205 $
8,419
(2,439)
5,980
147
(43)
104
6,084
54,945
$
See accompanying notes to consolidated financial statements
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LUTHER BURBANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollar amounts in thousands, except per share data)
Common Stock
Amount
Retained
Earnings
456,378 $
129,806
Balance, December 31, 2018
Cumulative effect of change in accounting
principal (1)
Comprehensive income:
Net income
Other comprehensive income
Issuance of restricted stock awards
Settled restricted stock units
Shares withheld to pay taxes on stock based
compensation
Restricted stock forfeitures
Stock based compensation expense
Shares repurchased
Cash dividends ($0.23 per share)
Balance, December 31, 2019
Comprehensive income:
Net income
Other comprehensive income
Issuance of restricted stock awards
Settled restricted stock units
Shares withheld to pay taxes on stock based
compensation
Restricted stock forfeitures
Stock based compensation expense
Shares repurchased
Cash dividends ($0.23 per share)
Shares
56,379,066 $
—
—
—
321,784
499,707
(257,503)
(72,599)
—
(870,701)
—
55,999,754
—
—
261,722
94,408
(103,230)
(31,219)
—
(4,001,169)
—
—
—
—
—
—
(2,796)
(222)
3,215
(8,791)
—
447,784
—
—
—
—
(1,064)
(39)
3,574
(36,135)
—
Balance, December 31, 2020
52,220,266 $
414,120 $
Accumulated Other
Comprehensive (Loss) Income
(Net of Taxes)
Available for
Sale Securities
$
(4,935) $
Cash Flow
Hedge
Total Stockholders'
Equity
(104) $
581,145
(399)
48,861
—
—
—
—
18
—
—
(13,050)
165,236
39,912
—
—
—
—
9
—
—
(12,323)
192,834
399
—
5,980
—
—
—
—
—
—
—
1,444
—
5,293
—
—
—
—
104
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,737 $
$
—
—
—
—
—
— $
—
48,861
6,084
—
—
(2,796)
(204)
3,215
(8,791)
(13,050)
614,464
39,912
5,293
—
—
(1,064)
(30)
3,574
(36,135)
(12,323)
613,691
(1) Represents the impact of adopting Accounting Standards Update ("ASU") 2016-01. See Note 1 to the consolidated financial statements for further information.
See accompanying notes to consolidated financial statements
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LUTHER BURBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
For the Years Ended December 31,
2020
2019
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
39,912 $
Depreciation and amortization
Provision for loan losses
Amortization of deferred loan costs, net
Amortization of premiums on investment securities, net
Loss on disposition of leasehold improvements
Gain on sale of loans
Stock based compensation expense, net of forfeitures
(Benefit) provision for deferred income tax
Change in fair value of mortgage servicing rights
Change in fair value of equity securities
Other items, net
Effect of changes in:
Accrued interest receivable
Accrued interest payable
Prepaid expenses and other assets
Other liabilities and accrued expenses
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from maturities, paydowns and calls of available for sale debt securities
Proceeds from maturities and paydowns of held to maturity debt securities
Purchases of available for sale debt securities
Proceeds from sales of available for sale debt securities
Net decrease (increase) in loans receivable
Proceeds from loans held for sale previously classified as portfolio loans
Purchase of loans
Redemption of FHLB stock, net
Purchase of premises and equipment
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Net increase in deposits
Proceeds from long-term FHLB advances
Repayment of long-term FHLB advances
Net change in short-term FHLB advances
Shares withheld for taxes on vested restricted stock
Shares repurchased
Cash paid for dividends
Net cash (used in) provided by financing activities
Increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, cash equivalents and restricted cash, end of period
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest
Income taxes
Non-cash investing activity:
Loans transferred to held for sale
$
$
$
$
See accompanying notes to consolidated financial statements
72
2,685
10,550
16,237
3,288
—
—
3,535
(4,483)
1,058
(255)
100
2,019
(1,513)
(4,882)
(3,248)
65,003
232,480
2,600
(196,870)
—
191,875
998
(20,507)
5,220
(1,407)
214,389
29,612
136,500
(306,955)
(1,500)
(1,064)
(36,135)
(12,314)
(191,856)
87,536
91,325
178,861 $
48,861
2,618
1,250
14,556
1,582
1,120
(607)
2,993
1,059
961
(344)
122
(594)
(1,406)
(116)
5,712
77,767
88,454
1,629
(99,102)
1,000
(172,725)
68,809
(10,052)
1,481
(2,261)
(122,767)
233,677
375,100
(375,030)
(164,500)
(2,796)
(8,791)
(13,032)
44,628
(372)
91,697
91,325
104,280 $
23,047 $
140,141
18,032
838 $
68,325
Table of Contents
LUTHER BURBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Luther Burbank Corporation (the ‘‘Company’’), a California corporation headquartered in Santa Rosa, is the bank holding company
for its wholly-owned subsidiary, Luther Burbank Savings (the "Bank"), and its wholly-owned subsidiary, Burbank Investor Services.
The Company also owns Burbank Financial Inc., a real estate investment company, and all the common interests in Luther Burbank
Statutory Trusts I and II, entities created to issue trust preferred securities.
In December 2019, the Bank commenced conducting its business from its headquarters in Gardena, CA. Prior to that, the Bank
conducted its business from offices in Manhattan Beach, CA. It has ten full service branches in California located in Sonoma, Marin,
Santa Clara, and Los Angeles Counties and one full service branch in Washington located in King County. Additionally, there are six
loan production offices located throughout California, as well as one loan production office in Clackamas County, Oregon.
Basis of Presentation
The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting standards and
prevailing practices within the banking industry and include the accounts of the Company and its wholly-owned subsidiaries. The
Company currently has two unconsolidated subsidiaries in the form of wholly-owned statutory business trusts, which were formed to
issue junior subordinated deferrable interest debentures. See Note 10, “Junior Subordinated Deferrable Interest Debentures,” for
additional information regarding these trusts. All intercompany accounts and transactions have been eliminated.
In preparing financial statements in conformity with generally accepted accounting principles ("GAAP"), management makes
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates and assumptions. The estimates utilized to determine the appropriate allowance for
loan losses at December 31, 2020 may be materially different from actual results due to the COVID-19 pandemic. See Note 2 to the
consolidated financial statements for additional information regarding the COVID-19 pandemic
Cash and Cash Equivalents
Cash and cash equivalents include cash and deposits with other financial institutions with maturities of less than three months. Net
cash flows are reported for customer loan and deposit transactions, and interest-bearing deposits in other financial institutions.
Restricted Cash Balances
Federal Reserve Bank regulations required the Company to maintain reserve balances on deposit with the Federal Reserve Bank
prior to 2020. There were no reserves required at the Federal Reserve Bank at December 31, 2020. At December 31, 2019, $19.1
million in reserves were required.
Additionally, the Company includes cash collateral in connection with interest rate swaps in restricted cash within the consolidated
statements of financial condition. As of December 31, 2020 and 2019, the Company posted $8.9 million and $2.8 million,
respectively, in cash collateral in connection with its interest rate swaps.
Investment Securities
The Company classifies its investment securities into three categories, available for sale, held to maturity and equity, at the time of
purchase. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other
comprehensive income (loss), net of applicable taxes.
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Investment securities held to maturity are measured at amortized cost, based on the Company’s positive intent and ability to hold
such securities to maturity. Equity securities are carried at fair value, with unrealized holding gains and losses reported in other
noninterest income.
Interest income includes amortization/accretion of purchase premiums/discounts. Premiums and discounts are amortized, or
accreted, over the life of the related investment security, or the earliest call date with respect to premiums on callable securities, as
an adjustment to interest income using a method that approximates the interest method. Gains and losses on sales are recorded on
the trade date and determined using the specific identification method.
An investment security is impaired when its carrying value is greater than its fair value. Investment securities that are impaired are
evaluated on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to
determine whether such a decline in their fair value is other than temporary. Management utilizes criteria such as the magnitude and
duration of the decline and the intent and ability of the Company to retain its investment in the securities for a period of time
sufficient to allow for an anticipated recovery in fair value, in addition to the reasons underlying the decline, to determine whether
the loss in value is other than temporary. The term ‘‘other than temporary’’ is not intended to indicate that the decline is permanent,
but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to
support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be
other than temporary, and management does not intend to sell the security or it is more likely than not that the Company will not be
required to sell the security before recovery, only the portion of the impairment loss representing credit exposure is recognized as a
charge to earnings, with the balance recognized as a charge to other comprehensive (loss) income. If management intends to sell
the security or it is more likely than not that the Company will be required to sell the security before recovering its forecasted cost,
the entire impairment loss is recognized as a charge to earnings.
Loans Receivable
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their
outstanding unpaid principal balances, net of purchase premiums and discounts, deferred loan origination fees and costs, and the
allowance for loan losses. Interest income is accrued on the unpaid principal balance. Premiums or discounts to acquire loans are
amortized over the life of the loan using a method that approximates the interest method. The Company charges fees for originating
loans. These fees, net of certain related direct loan origination costs, are deferred. The net deferred fees or costs on loans held for
investment are recognized as an adjustment of the loan’s yield over the contractual life of the loan using the interest method. The
Company ceases to amortize deferred fees or costs on loans for which the accrual of interest has been discontinued. Other loan
fees and charges representing service costs are reported in income when collected or earned.
Loans Held for Sale
Mortgage loans held for sale are sold with servicing rights released or retained. Realized gains and losses on sales of mortgage
loans are accounted for under the specific identification method and based on the difference between the selling price and the
carrying value of the related loan sold. The carrying value of mortgage loans sold servicing retained is reduced by the amount
allocated to the servicing right.
Concentration of Credit Risk
The majority of our customers are individuals and businesses located and doing business in the state of California, with
approximately half our customers located in Los Angeles and Orange counties. The Company's exposure to credit risk is
significantly affected by changes in the economy of California, and specifically, Los Angeles and Orange Counties.
Allowance for Loan Losses
The allowance for loan losses represents the estimated probable incurred credit losses in the Company’s loan portfolio. Loan losses
are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent
recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss
experience, the nature and volume of the portfolio, information about specific borrower circumstances, estimated collateral values,
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economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is
available for any loan that, in management’s judgment, should be charged off. The Company performs periodic and systematic
detailed reviews of its loan portfolio to assess the overall collectability of its loans. The Company’s methodology for assessing the
appropriateness of the allowance consists of the combined total of two key components.
The first component covers loans that are impaired. All loans are evaluated for impairment on a recurring basis. A loan is
considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all
amounts due, including principal and interest, according to the contractual terms of the loan agreement.
Factors considered by management in determining impairment include payment status, collateral value, and the probability of
collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment
shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment
shortfalls on case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including
the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to
the principal and interest owed.
Loans that are reported as troubled debt restructures (“TDRs”) are considered impaired. A restructuring of a debt constitutes a TDR
if the Company, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it
would not otherwise consider. Restructured workout loans typically present an elevated level of credit risk as the borrowers are not
able to perform according to the original contractual terms.
Impaired loans and TDRs that are solely dependent on the operation or liquidation of collateral for repayment are measured for
impairment at the fair value of the collateral less estimated costs to sell. Impaired loans, including TDRs, that are not considered
collateral dependent, are measured based on the present value of loan payments expected to be received discounted at the loans’
original effective contractual interest rate. If the recorded investment in the impaired loans exceeds the value of funds to be
received, an allowance is established as a component of the total allowance for loan losses unless the loans are solely dependent
on the collateral for repayment, in which case the amount that exceeds the fair value of the collateral is charged off.
The second element of the allowance covers probable incurred losses inherent in performing loans that have yet to be specifically
identified for impairment. This component of the allowance is estimated by applying reserve factors based on average historical loss
experience for the previous nine to ten years to various loan stratifications based on factors affecting the perceived level of risk
including the type of collateral, loan program, and credit classification. The resulting loss amount is adjusted for qualitative factors to
be reflective of risks or trends affecting the loan portfolio including economic conditions, the real estate market, volumes,
delinquencies, and credit concentrations. The Company has identified the following loan portfolio segments based on collateral
type:
Multifamily residential and commercial real estate loans - These loans typically involve greater principal amounts than other
types of loans, and repayment depends upon income generated, or expected to be generated, by the property securing the loan
in amounts sufficient to cover operating expenses and debt service, which may be adversely affected by changes in the
economy or local market conditions. Multifamily residential and commercial real estate loans also expose a lender to significant
credit risk because the collateral securing these loans typically cannot be sold as easily as single family residential real estate.
In addition, some commercial real estate loans are not fully amortizing and contain large balloon payments upon maturity. Such
balloon payments may require the borrower to either sell or refinance the underlying property in order to comply with the terms
of the loan agreement, which may increase the risk of default or non-payment.
Single family residential real estate loans - The degree of risk in single family residential real estate lending depends
primarily on the loan amount in relation to collateral value, the interest rate, and the borrower’s ability to repay in an orderly
fashion. These loans generally possess a lower inherent risk of loss than other real estate portfolio segments. Economic trends
determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans.
Weak economic trends indicate that the borrowers’ capacity to repay their obligations may be deteriorating.
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Construction and land loans - This type of lending generally possess a higher inherent risk of loss than other real estate
portfolio segments. A major risk arises from the necessity to complete projects within specified costs and time lines. Trends in
the construction industry significantly impact the credit quality of these loans, as demand drives construction activity. In addition,
trends in real estate values significantly impact the credit quality of these loans, as property values determine the economic
viability of construction projects.
Non-mortgage loans - These loans are not a part of our normal business activity, but rather are made on an exception basis
typically in conjunction with our efforts to support CRA activities. The loans carry a high inherent risk of loss as they generally
have no secondary source of repayment or any collateral support.
The total allowance is increased by the provision for loan losses, which is charged against the current period operating results, and
decreased by the amount of loan charge-offs, net of recoveries. Losses incurred upon the initial acquisition of real estate owned
through foreclosure are charged to the allowance for loan losses.
Accrued Interest Receivable on Loans
Interest receivable is only accrued if deemed collectible. It is the Company’s policy to place a loan on non-accrual status in the
event that the borrower is 90 days or more delinquent (unless the loan is well secured and in the process of collection), or earlier if
the timely collection of contractual payments appears doubtful. At the time a loan is placed on non-accrual, accrued interest is
reversed out of interest income. Cash payments subsequently received on non-accrual loans are recognized as income only where
the future collection of the remaining principal is considered by management to be probable. Loans are restored to accrual status
only when the loan is less than 90 days delinquent and not in foreclosure, and the borrower has demonstrated the ability to make
future payments of principal and interest.
Servicing Rights
When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value. Fair value is based on a
valuation model that calculates the present value of estimated future net servicing income.
Under the fair value measurement method, the Company measures servicing rights at fair value at each reporting date and reports
changes in the fair value of servicing assets in earnings in the period in which the changes occur, and such changes are included
with other income on the consolidated statements of income. The fair values of servicing rights are calculated using model
assumptions including factors such as prepayment rates, market rates and other model cash flow assumptions. Absent other
changes, an increase (decrease) to the estimated life of serviced loans would generally increase (decrease) the fair value of
servicing rights. The fair value of servicing rights are subject to significant fluctuation as a result of changes in estimates and when
actual factors such as prepayment speeds, default rates, and losses differ from model assumptions.
Servicing fee income, which is reported on the consolidated statements of income as a component of other income, is recorded for
fees earned for servicing loans. The fees are typically based on a contractual percentage of the outstanding principal and are
recorded as income when earned. Fair value adjustments are netted against loan servicing fee income.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over
transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the
right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the
Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their
maturity.
Real Estate Owned ("REO")
Real estate acquired as a result of loan foreclosure or a deed in lieu of foreclosure is initially recorded at
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fair value less costs to sell when acquired, establishing a new cost basis. Physical possession of a residential real estate property
collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower
conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal
agreement. Fair value is typically based on a real estate appraisal. REO is subsequently accounted for at the lower of cost or fair
value less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through
expense. Costs after acquisition related to the development of REO are capitalized while operating costs are charged to expense.
Gains or losses realized and expenses incurred in connection with the disposition of foreclosed real estate are charged to
noninterest income.
Premises and Equipment
Premises and equipment are stated at cost, less accumulated depreciation and amortization. Land is carried at cost. The
Company’s policy is to depreciate buildings, furniture and equipment on the straight-line basis over the estimated useful lives of the
various assets and to amortize leasehold improvements over the shorter of the asset life or lease term as follows:
Leasehold improvements Lesser of term of lease or life of improvement
Furniture and equipment 2 to 7 years
Building 39 years
The Company evaluates the recoverability of long-lived assets on an ongoing basis. When assets are sold or otherwise disposed of,
the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is
recognized in income for the period. The cost of maintenance and repairs is charged to expense as incurred.
Federal Home Loan Bank Stock
As a member of the FHLB, the Bank is required to own capital stock in an amount specified by the level of FHLB borrowings and
other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security and periodically
evaluated for impairment based on the ultimate recovery of par value. Cash dividends are reported as noninterest income on an
accrual basis. At December 31, 2020 and 2019, the Bank owned 251,217 and 303,422 shares of $100 par value FHLB stock,
respectively.
Goodwill
Goodwill arises from business combinations and is generally determined as the excess of the fair value of the consideration
transferred over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill determined to
have an indefinite useful life is not amortized, but tested for impairment at least annually or more frequently if events and
circumstances exist that indicate that a goodwill impairment test should be performed. If the carrying amount of the goodwill
exceeds its fair value, an impairment loss is recognized in the amount of the excess and the carrying value of the goodwill is
reduced accordingly. Goodwill is the only intangible asset with an indefinite life on the balance sheet. Based on an evaluation
performed as of December 31, 2020 and 2019, management determined that the implied fair value of goodwill exceeded its carrying
value and no impairments were recognized.
Bank-Owned Life Insurance (“BOLI”)
Bank-owned life insurance is initially recorded at cost. Subsequently, BOLI is carried at the amount that can be realized under the
insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or amounts due that are
probable at settlement. Increases in contract value are recorded as noninterest income and insurance proceeds received are
recorded as a reduction of the contract value.
Reserve for Loan Commitments
The Company maintains a reserve within other liabilities associated with commitments to fund undisbursed loan commitments on
outstanding loans. This reserve is determined based upon the historical loss experience of similar loans held by the Company at
each period end. Any changes in this reserve amount are recognized through earnings as a component of noninterest expense.
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Marketing
Marketing costs are expensed as incurred.
Derivatives
At the inception of a derivative contract, the Company designates the derivative as one of three types based on the Company’s
intentions and belief as to likely effectiveness as a hedge. These three types are (1) a hedge of the fair value of a recognized asset
or liability or of an unrecognized firm commitment (‘‘fair value hedge’’), (2) a hedge of a forecasted transaction or the variability of
cash flows to be received or paid related to a recognized asset or liability (‘‘cash flow hedge’’), or (3) an instrument with no hedging
designation (‘‘stand-alone derivative’’). For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain
on the hedged item, are recognized in earnings as fair values change. For a cash flow hedge, the gain or loss on the derivative is
reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction
affects earnings. For both types of hedges, changes in the fair value of derivatives that are not highly effective in hedging the
changes in fair value or expected cash flows of the hedged item are recognized immediately in current earnings. Changes in the fair
value of derivatives that do not qualify for hedge accounting are reported in earnings, as noninterest income.
Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on
the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in noninterest
income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.
The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management
objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation
includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments
or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether
the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items.
The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in
the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer
probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or
intended.
When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as noninterest income.
When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing
basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued
but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other
comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.
Fair Value of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed
in a separate note. Fair value estimates involve uncertainties and matters of judgment regarding interest rates, credit risk,
prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in
market conditions could significantly affect these estimates.
Income Taxes
Income tax expense is the total of the current year income tax due and the change in deferred tax assets and liabilities. Deferred tax
assets and liabilities are recognized for the tax consequences of temporary differences between the reported amount of assets and
liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
The Company uses a comprehensive model for recognizing, measuring, presenting, and disclosing in the financial statements tax
positions taken or expected to be taken on a tax return. A tax position is
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recognized as a benefit only if it is ‘‘more likely than not’’ that the tax position would be sustained in a tax examination, with a tax
examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of
being realized on examination. For tax positions not meeting the ‘‘more likely than not’’ test, no tax benefit is recorded.
The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years
ended December 31, 2020 and 2019, the Company recognized no interest and penalties.
Share-Based Compensation
The Company has issued awards of equity instruments, such as restricted stock awards (“RSAs”) and restricted stock units
(“RSUs”), to employees and certain nonemployee directors. Compensation expense related to restricted stock is based on the fair
value of the underlying stock on the award date and is amortized over the service period, defined as the vesting period, using the
straight-line method. The vesting period is generally three years. Compensation expense is reduced for actual forfeitures as they
occur. Unvested RSAs and RSUs participate with common stock in any dividends declared, but are paid only on the shares which
ultimately vest. Such dividends are accrued and charged to compensation expense over the service period.
Comprehensive Income
Comprehensive income (loss) includes net income and other comprehensive income (loss). The only items of other comprehensive
income (loss) for the Company are unrealized gains and losses on investment securities classified as available for sale, net of tax,
and unrealized gains and losses on cash flow hedges, net of tax. Reclassification adjustments resulting from gains or losses on
investment securities available for sale or cash flow hedges that have been realized and included in net income of the current period
that also had been included in other comprehensive income as unrealized holding gains or losses in the period in which they arose
have been excluded from comprehensive income (loss) of the current period to avoid double counting.
Earnings Per Share ("EPS")
Basic earnings per common share represents the amount of earnings for the period available to each share of common stock
outstanding during the reporting period. Basic EPS is computed based upon net income divided by the weighted average number of
common shares outstanding during the year. In determining the weighted average number of shares outstanding, vested restricted
stock units are included. Diluted EPS represents the amount of earnings for the period available to each share of common stock
outstanding including common stock that would have been outstanding assuming the issuance of common shares for all dilutive
potential common shares outstanding during each reporting period. Diluted EPS is computed based upon net income divided by the
weighted average number of common shares outstanding during each period, adjusted for the effect of dilutive potential common
shares, such as unvested restricted stock awards and units, calculated using the treasury stock method.
(Dollars in thousands, except per share amounts)
Net income
Weighted average basic common shares outstanding
Add: Dilutive effects of assumed vesting of restricted stock
Weighted average diluted common shares outstanding
Income per common share:
Basic EPS
Diluted EPS
Anti-dilutive shares not included in calculation of diluted earnings per share
Years Ended December 31,
2020
2019
$
39,912 $
48,861
53,000,150
146,148
53,146,298
55,974,230
245,662
56,219,892
$
$
0.75 $
0.75 $
10,242
0.87
0.87
7,850
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Related Party Transactions
In the normal course of business, the Company may accept deposits from officers, directors and other related parties. As of
December 31, 2020 and 2019, there were $15.2 million and $18.5 million, respectively, of such deposits. The Company does not
permit loans to officers, directors or other related parties, with the exception of overdraft protection in limited circumstances. As of
December 31, 2020 and 2019, there were no such overdraft loans outstanding.
Business Segments
While the chief decision-makers monitor the revenue streams of the various products and services, operations are managed and
financial performance is evaluated on a Company-wide basis. Discrete financial information is not available other than on a
Company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one
reportable operating segment.
Reclassifications
Certain prior balances in the consolidated financial statements have been reclassified to conform to current year presentation.
These reclassifications had no effect on prior year net income or stockholders’ equity.
Qualified Affordable Housing Project Investments
During the year ended December 31, 2020, the Company invested in a qualified affordable housing project that is expected to
provide federal and California state tax credits in the future. This investment is accounted for using the proportional amortization
method. The Company committed to invest $4.8 million, of which $1.7 million has been funded at December 31, 2020, and was
included in prepaid expenses and other assets in the consolidated statements of financial condition. The total unfunded commitment
related to the investment totaled $3.1 million at December 31, 2020 and was included in other liabilities and accrued expenses in
the consolidated statements of financial condition. Unfunded commitments are expected to be paid by the Company no later than
2023. During the year ended December 31, 2020, the Company recognized amortization expense of $33 thousand and tax benefits
related to the investment of $44 thousand. Amortization expense and tax benefits are included in the provision for income taxes in
the consolidated statements of income.
Adoption of New Financial Accounting Standards
FASB ASU 2016-02
In February 2016, the FASB amended existing guidance that requires lessees recognize the following for all leases (with the
exception of short-term leases) at the commencement date (1) a lease liability, which is the lessee’s obligation to make lease
payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the
lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely
unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting
model and Topic 606, Revenue from Contracts with Customers. These amendments are effective for Public Business Entities
("PBEs") for annual periods and interim periods within those annual periods beginning after December 15, 2018. As an emerging
growth company, the Company expects to adopt this guidance on December 31, 2022 assuming the Company remains an
emerging growth company through such date. Upon adoption of this guidance, the Company will recognize a liability for its
obligations under its operating leases and a corresponding right-of-use asset for its right to use leased properties over the lease
term. The Company has analyzed its population of operating leases subject to this guidance and the adoption of this standard is not
expected to have a material effect on the Company’s operating results or financial condition.
FASB ASU 2016-13
In June 2016, FASB issued guidance to replace the incurred loss model with an expected loss model, which is referred to as the
current expected credit loss ("CECL") model. The CECL model is applicable to the measurement of credit losses on financial assets
measured at amortized cost, including loan receivables, held to maturity debt securities, and reinsurance receivables. It also applies
to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit,
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financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor. The transition will be
applied as follows:
- For debt securities with other than temporary impairment ("OTTI"), the guidance will be applied prospectively.
- Existing purchased credit impaired ("PCI") assets will be grandfathered and classified as purchased credit deteriorated
("PCD") assets at the date of adoption. The assets will be grossed up for the allowance for expected credit losses for all
PCD assets at the date of adoption and will continue to recognize the noncredit discount in interest income based on the
yield of such assets as of the adoption date. Subsequent changes in expected credit losses will be recorded through the
allowance.
- For all other assets within the scope of CECL, a cumulative-effect adjustment will be recognized in retained earnings as of
the beginning of the first reporting period in which the guidance is effective.
These amendments are effective for PBEs that are Securities and Exchange Commission (“SEC”) filers for
annual periods and interim periods within those annual periods beginning after December 15, 2019. As an emerging growth
company, the Company expects to adopt this guidance on January 1, 2023 assuming the Company remains an emerging growth
company through such date. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of
the beginning of the first reporting period in which the new standard is effective. The adoption of this standard is still being evaluated
by the Company as to whether or not it will have a material effect on the Company’s operating results or financial condition.
FASB ASU 2017-08
In March 2017, the FASB issued guidance related to Premium Amortization on Purchased Callable Debt Securities. The ASU
shortens the amortization period for certain callable debt securities purchased at a premium by requiring that the premium be
amortized to the earliest call date. Under current GAAP, entities generally amortize the premium as an adjustment of yield over the
contractual life of the instrument. The amendments in this update affects all entities that hold investments in callable debt securities
that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date (that is, at a
premium). The amendments do not require an accounting change for securities held at a discount; the discount continues to be
amortized to maturity. The amendments are effective for PBEs for annual periods beginning after December 15, 2018, and interim
periods thereafter. As an emerging growth company, the Company adopted this guidance during the year ended December 31,
2020 and there was no material effect on the Company’s operating results or financial condition.
FASB ASU 2018-13
In August 2018, the FASB issued guidance that eliminates, adds and modifies certain disclosure requirements for fair value
measurements as part of its disclosure framework project. Entities will no longer be required to disclose the amount of and reasons
for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and
weighted average terms used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance also
modifies certain disclosure requirements for nonpublic entities to make them less burdensome. ASU 2018-13 was effective for the
Company as of January 1, 2020 and did not have a material impact on the Company’s operating results or financial condition.
FASB ASU 2019-12
In December 2019, FASB issued guidance that removes certain exceptions to the general principles in Accounting Standards
Codification (“ASC”) 740 and clarifies and amends existing guidance to provide for more consistent application. ASU 2019-12 will
become effective for fiscal years beginning after December 15, 2021 and early adoption is permitted. The Company expects to
adopt this guidance on January 1, 2022. The adoption of this standard is not expected to have a material effect on the Company’s
operating results or financial condition.
FASB ASU 2020-04
In March 2020, the FASB issued guidance to ease the potential burden in accounting for reference rate reform. The amendments in
this ASU are elective and apply to all entities that have contracts, hedging
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relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference
rate reform. The guidance permits companies to:
– Simplify accounting analyses for contract modifications.
– Allow hedging relationships to continue without de-designation if there are qualifying changes in the critical terms of an
existing hedging relationship due to reference rate reform.
– Allow a change in the systematic and rational method used to recognize in earnings the components excluded from the
assessment of hedge effectiveness.
– Allow a change in the designated benchmark interest rate to a different eligible benchmark interest rate in a fair value
hedging relationship.
– Allow for the shortcut method for a fair value hedging relationship to continue for the remainder of the hedging relationship.
– Simplify the assessment of hedge ineffectiveness and provide temporary optional expedients for cash flow hedging
relationships affected by reference rate reform.
– Allow a one-time election to sell or transfer debt securities classified as held to maturity that reference a rate affected by
reference rate reform and were classified as held to maturity before January 1, 2020.
These amendments are effective for all entities from the beginning of an interim period that includes the issuance date of this ASU.
An entity may elect to apply the amendments prospectively through December 31, 2022. The adoption of this standard is not
expected to have a material effect on the Company’s operating results or financial condition.
2. COVID-19
In late March 2020, the Company implemented a loan modification program that permits borrowers who have been financially
impacted by the COVID-19 pandemic, and are unable to service their loans, to defer loan payments for a specified period of time.
As of December 31, 2020, the Company had modified 254 current outstanding loans with an aggregate principal balance of $376.0
million, representing 6.3% of the Company's loan portfolio. Since implementing the modification program, over 99% of these loans,
with an aggregate outstanding loan balance of $372.4 million as of December 31, 2020, have returned to routine monthly payments
following their respective forbearance period. In addition, for approximately 0.2% of these loans, with an aggregate outstanding loan
balance of $770 thousand, the borrower has indicated they intend to return to monthly payments following their respective
forbearance period. Excluded from the modified loan amounts above, are loans totaling $43.1 million that have paid off subsequent
to modification as of December 31, 2020. Modified loans under this program were initially downgraded to a Watch risk rating at the
time of their respective modifications. During the quarter ended December 31, 2020, loan grades were adjusted, as necessary, in
connection with the Company's proactive reassessment of loans impacted by the pandemic. During the year ended December 31,
2020, the Company recorded loan loss reserves totaling $12.4 million in connection with the probable credit impact from the
pandemic. See Note 4 for further discussion regarding loan risk ratings and the Company's allowance for loan losses.
In conjunction with the passage of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), as well as the revised
interagency guidance issued in April 2020, "Interagency Statement on Loan Modifications and Reporting for Financial Institutions
Working With Customers Affected by the Coronavirus (Revised)", banks have been provided the option, for loans meeting specific
criteria, to temporarily suspend certain requirements under GAAP related to Troubled Debt Restructurings ("TDRs") for a limited
time to account for the effects of COVID-19. As a result, the Company is not recognizing eligible COVID-19 loan modifications as
TDRs. Additionally, loans qualifying for these modifications are not required to be reported as delinquent, nonaccrual, impaired or
criticized solely as a result of a COVID-19 loan modification. Through the date of this filing, the Company has not experienced any
loan charge-offs caused by the economic impact from COVID-19. Management has evaluated events related to COVID-19 that
have occurred subsequent to December 31, 2020 and has concluded there are no matters that would require recognition in the
accompanying consolidated financial statements.
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3. INVESTMENT SECURITIES
Available for Sale
The following table summarizes the amortized cost and the estimated fair value of available for sale debt securities as of the dates
indicated:
(Dollars in thousands)
At December 31, 2020:
Government and Government Sponsored Entities:
Residential mortgage backed securities ('MBS") and
collateralized mortgage obligations ("CMOs")
Commercial MBS and CMOs
Agency bonds
Total available for sale debt securities
At December 31, 2019:
Government and Government Sponsored Entities:
Residential MBS and CMOs
Commercial MBS and CMOs
Agency bonds
Total available for sale debt securities
$
$
$
$
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
213,279 $
355,963
14,998
584,240 $
3,459 $
6,337
69
9,865 $
(14) $
(312)
(45)
(371) $
216,724
361,988
15,022
593,734
145,333 $
353,727
123,977
623,037 $
340 $
3,267
59
3,666 $
(481) $
(825)
(323)
(1,629) $
145,192
356,169
123,713
625,074
Net unrealized gains on available for sale investment securities are recorded as accumulated other comprehensive income within
stockholders’ equity and totaled $6.7 million and $1.4 million, net of $2.8 million and $593 thousand in tax liabilities at December 31,
2020 and 2019, respectively. There were no sales or transfers of available for sale investment securities and no realized gains or
losses on these securities for the year ended December 31, 2020. During the year ended December 31, 2019, the Company sold its
U.S. Treasury security at its amortized cost.
The following tables summarize the gross unrealized losses and fair value of available for sale debt securities, aggregated by
investment category and length of time that individual securities have been in a continuous unrealized loss position:
Less than 12 Months
December 31, 2020
12 Months or More
Total
(Dollars in thousands)
Fair Value
Government and Government Sponsored Entities:
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Residential MBS and CMOs
Commercial MBS and CMOs
Agency bonds
Total available for sale debt
securities
$
$
14,193 $
33,986
3,331
(12) $
(37)
(8)
4,248 $
(2) $
37,194
8,667
(275)
(37)
18,441 $
71,180
11,998
51,510 $
(57) $
50,109 $
(314) $
101,619 $
(14)
(312)
(45)
(371)
At December 31, 2020, the Company held 86 residential MBS and CMOs of which 11 were in a loss position and six had been in a
loss position for twelve months or more. The Company held 46 commercial MBS and CMOs of which ten were in a loss position and
six had been in a loss position for twelve months or more. The Company held three agency bonds of which two were in a loss
position and one had been in
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a loss position for twelve months or more.
Less than 12 Months
December 31, 2019
12 Months or More
Total
(Dollars in thousands)
Fair Value
Government and Government Sponsored Entities:
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Residential MBS and CMOs
Commercial MBS and CMOs
Agency bonds
Total available for sale debt
securities
$
43,623 $
95,950
29,471
(181) $
(339)
(86)
54,870 $
57,219
87,405
(300) $
(486)
(237)
98,493 $
153,169
116,876
(481)
(825)
(323)
$
169,044 $
(606) $
199,494 $
(1,023) $
368,538 $
(1,629)
At December 31, 2019, the Company held 76 residential MBS and CMOs of which 45 were in a loss position and 25 had been in a
loss position for twelve months or more. The Company held 42 commercial MBS and CMOs of which 19 were in a loss position and
eight had been in a loss position for twelve months or more. The Company held 15 agency bonds of which 12 were in a loss
position and nine had been in a loss position for twelve months or more.
The unrealized losses on the Company’s investments were caused by interest rate changes. In addition, the contractual cash flows
of these investments are guaranteed by the U.S. government or agencies sponsored by the U.S. government. Accordingly, it is
expected that the securities will not be settled at a price less than amortized cost. Because the decline in market value is
attributable to changes in interest rates but not credit quality, and because the Company has the ability and intent to hold those
investments until a recovery of fair value, which may be maturity, the Company does not consider these investments to be other-
than-temporarily impaired at December 31, 2020 and 2019.
As of December 31, 2020 and 2019, there were no holdings of securities of any one issuer in an amount greater than 10% of
stockholders' equity, other than the U.S. government and its agencies.
Held to Maturity
The following table summarizes the amortized cost and estimated fair value of held to maturity investment securities as of the dates
indicated:
(Dollars in thousands)
As of December 31, 2020:
Government Sponsored Entities:
Residential MBS
Other investments
Total held to maturity investment securities
As of December 31, 2019:
Government Sponsored Entities:
Residential MBS
Other investments
Total held to maturity investment securities
Amortized Cost
Gross
Unrecognized
Gains
Gross
Unrecognized
Losses
Estimated Fair
Value
$
$
$
$
7,391 $
76
7,467 $
10,087 $
83
10,170 $
403 $
—
403 $
205 $
—
205 $
— $
—
— $
(26) $
—
(26) $
7,794
76
7,870
10,266
83
10,349
The following table summarizes the gross unrecognized losses and fair value of held to maturity investment securities, aggregated
by investment category and length of time that individual securities have
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been in a continuous unrecognized loss position:
Less than 12 Months
12 Months or More
Total
(Dollars in thousands)
As of December 31, 2019:
Government Sponsored Entities:
Fair Value
Unrecognized
Losses
Fair Value
Unrecognized
Losses
Fair Value
Unrecognized
Losses
Residential MBS
$
— $
— $
2,253 $
(26) $
2,253 $
(26)
At December 31, 2020, the Company had seven held to maturity residential MBS of which none were in a loss position. At
December 31, 2019, the Company held seven held to maturity residential MBS of which two were in a loss position and had been in
a loss position for twelve months or more.
The unrecognized losses on the Company’s held to maturity investments at December 31, 2019 were caused by interest rate
changes. In addition, the contractual cash flows of these investments are guaranteed by agencies sponsored by the U.S.
government. Accordingly, it is expected that the securities will not be settled at a price less than amortized cost. Because the
decline in market value is attributable to changes in interest rates but not credit quality, and because the Company has the ability
and intent to hold those investments until maturity, the Company does not consider these investments to be other-than-temporarily
impaired at December 31, 2019.
The following table summarizes the scheduled maturities of available for sale and held to maturity investment securities as of
December 31, 2020:
(Dollars in thousands)
Available for sale debt securities
Less than one year
One to five years
Five to ten years
Beyond ten years
MBS and CMOs
Total available for sale debt securities
Held to maturity investments securities
Beyond ten years
MBS
Total held to maturity debt securities
December 31, 2020
Amortized Cost
Fair Value
$
$
$
$
— $
—
11,998
3,000
569,242
584,240 $
76 $
7,391
7,467 $
—
—
11,953
3,069
578,712
593,734
76
7,794
7,870
The amortized cost and fair value of debt securities are shown by contractual maturity. Expected maturities may differ from
contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. As such,
mortgage backed securities and collateralized mortgage obligations are not included in the maturity categories above and instead
are shown separately. No securities were pledged as of December 31, 2020 and 2019.
Equity Securities
Equity securities consist of investments in the CRA Qualified Investment Fund. At December 31, 2020 and 2019, the fair value of
equity securities totaled $12.0 million and $11.8 million, respectively. Prior to January 1, 2019, equity securities were included with
available for sale investment securities and stated at fair value with unrealized gains and losses reported in other comprehensive
income. In conjunction with the adoption of ASU 2016-01, as of January 1, 2019, $399 thousand of unrealized losses on equity
securities were reclassified from other comprehensive income to retained earnings. Subsequent changes in fair value are
recognized in other noninterest income and totaled $255 thousand and $344 thousand during the years ended December 31, 2020
and 2019, respectively. There were no sales of equity securities during the years ended December 31, 2020 and 2019.
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4. LOANS
Loans consist of the following:
(Dollars in thousands)
Permanent mortgages on:
Multifamily residential
Single family residential
Commercial real estate
Construction and land loans
Non-Mortgage (‘‘NM’’) loans
Total
Allowance for loan losses
Loans held for investment, net
December 31,
2020
2019
$
$
4,100,831 $
1,723,953
202,871
22,061
100
6,049,816
(46,214)
6,003,602 $
3,985,981
2,021,320
203,134
20,442
100
6,230,977
(36,001)
6,194,976
Certain loans have been pledged to secure borrowing arrangements (see Note 9).
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The following table summarizes activity in and the allocation of the allowance for loan losses by portfolio segment and by
impairment methodology:
(Dollars in thousands)
For the Year Ended December 31, 2020:
Allowance for loan losses:
Beginning balance allocated to portfolio
segments
Provision for (reversal of) loan losses
Charge-offs
Recoveries
Ending balance allocated to portfolio
segments
Ending allowance balance allocated to:
Loans individually evaluated for
impairment
Loans collectively evaluated for
impairment
Ending balance
Loans:
Ending balance: individually evaluated
for impairment
Ending balance: collectively evaluated
for impairment
Ending balance
For the Year Ended December 31, 2019:
Allowance for loan losses:
Beginning balance allocated to portfolio
segments
Provision for (reversal of) loan losses
Charge-offs
Recoveries
Ending balance allocated to portfolio
segments
Ending allowance balance allocated to:
Loans individually evaluated for
impairment
Loans collectively evaluated for
impairment
Ending balance
Loans:
Ending balance: individually evaluated
for impairment
Ending balance: collectively evaluated
for impairment
Ending balance
$
$
$
$
$
$
$
$
$
$
$
$
Multifamily
Residential
Single Family
Residential
Commercial
Real Estate
Land,
Construction
and NM
Total
23,372 $
9,887
—
—
10,076 $
(67)
(722)
85
2,341 $
1,006
—
—
33,259 $
9,372 $
3,347 $
— $
25 $
— $
33,259
33,259 $
9,347
9,372 $
3,347
3,347 $
212 $
(276)
—
300
236 $
— $
236
236 $
36,001
10,550
(722)
385
46,214
25
46,189
46,214
522 $
7,051 $
— $
— $
7,573
4,100,309
4,100,831 $
1,716,902
1,723,953 $
202,871
202,871 $
22,161
22,161 $
6,042,243
6,049,816
21,326 $
2,046
—
—
10,125 $
(61)
—
12
2,441 $
(100)
—
—
23,372 $
10,076 $
2,341 $
— $
815 $
— $
23,372
23,372 $
9,261
10,076 $
2,341
2,341 $
422 $
(635)
—
425
212 $
— $
212
212 $
34,314
1,250
—
437
36,001
815
35,186
36,001
541 $
7,097 $
— $
— $
7,638
3,985,440
3,985,981 $
2,014,223
2,021,320 $
203,134
203,134 $
20,542
20,542 $
6,223,339
6,230,977
The Company assigns a risk rating to all loans and periodically performs detailed reviews of all such loans to identify credit risks and
to assess the overall collectability of the portfolio. During these internal reviews, management monitors and analyzes the financial
condition of borrowers and guarantors, as well as the financial performance and other characteristics of loan collateral. These credit
quality indicators are used
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to assign a risk rating to each individual loan. The risk ratings can be grouped into six major categories, defined as follows:
Pass assets are those which are performing according to contract and have no existing or known weaknesses deserving of
management’s close attention. The basic underwriting criteria used to approve the loans are still valid, and all payments have
essentially been made as planned.
Watch assets are expected to have an event occurring in the next 90 to 120 days that will lead to a change in risk rating with
the change being either favorable or unfavorable. These assets require heightened monitoring of the event by management.
Special mention assets have potential weaknesses that deserve management’s close attention. If left uncorrected, these
potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at
some future date. Special mention assets are not adversely classified and do not expose the Company to sufficient risk to
warrant adverse classification.
Substandard assets are inadequately protected by the current net worth and/or paying capacity of the obligor or by the
collateral pledged. These assets have well-defined weaknesses: the primary source of repayment is gone or severely impaired
(i.e., bankruptcy or loss of employment) and/or there has been a deterioration in collateral value. In addition, there is the distinct
possibility that the Company will sustain some loss, either directly or indirectly (i.e., the cost of monitoring), if the deficiencies
are not corrected. A deterioration in collateral value alone does not mandate that an asset be adversely classified if such factor
does not indicate that the primary source of repayment is in jeopardy.
Doubtful assets have the weaknesses of those classified substandard with the added characteristic that the weaknesses make
collection or liquidation in full highly questionable and improbable based on current facts, conditions and values.
Loss assets are considered uncollectible and of such little value that their continuance as assets, without establishment of a
specific valuation allowance or charge-off, is not warranted. This classification does not necessarily mean that an asset has
absolutely no recovery or salvage value; but rather, it is not practical or desirable to defer writing off a basically worthless asset
(or portion thereof) even though partial recovery may be affected in the future.
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The following table summarizes the loan portfolio allocated by management’s internal risk ratings at December 31, 2020 and 2019.
The increase in Watch risk rated loans during the year ended December 31, 2020 was attributable to the Company's loan
modification program in connection with the COVID-19 pandemic. Watch risk rated loans modified as a result of COVID-19 may
remain in the Watch category longer than the typical 90 to 120 day period due to the unusual nature of the loan accommodations
provided during the pandemic. See Note 2 for further discussion regarding COVID-19.
(Dollars in thousands)
As of December 31, 2020:
Grade:
Pass
Watch
Special mention
Substandard
Doubtful
Total
As of December 31, 2019:
Grade:
Pass
Watch
Special mention
Substandard
Doubtful
Total
Multifamily
Residential
Single Family
Residential
Commercial
Real Estate
Land,
Construction and
NM
Total
$
$
$
$
3,883,597 $
177,483
19,547
20,204
—
4,100,831 $
3,917,264 $
47,309
19,708
1,700
—
3,985,981 $
1,624,331 $
85,943
7,132
6,547
—
1,723,953 $
1,980,845 $
16,432
13,635
8,808
1,600
2,021,320 $
162,615 $
36,657
3,599
—
—
202,871 $
200,371 $
2,763
—
—
—
203,134 $
22,161 $
—
—
—
—
22,161 $
20,542 $
—
—
—
—
20,542 $
5,692,704
300,083
30,278
26,751
—
6,049,816
6,119,022
66,504
33,343
10,508
1,600
6,230,977
The following table summarizes an aging analysis of the loan portfolio by the time past due at December 31, 2020 and 2019:
(Dollars in thousands)
As of December 31, 2020:
Loans:
Multifamily residential
Single family residential
Commercial real estate
Land, construction and NM
Total
As of December 31, 2019:
Loans:
Multifamily residential
Single family residential
Commercial real estate
Land, construction and NM
Total
$
$
$
$
30 Days
60 Days
90+ Days
Non-accrual
Current
Total
— $
—
—
—
— $
— $
—
—
—
— $
522 $
5,791
—
—
6,313 $
4,098,489 $
1,717,824
200,188
22,161
6,038,662 $
4,100,831
1,723,953
202,871
22,161
6,049,816
541 $
5,792
—
—
6,333 $
3,984,029 $
2,010,801
203,134
20,542
6,218,506 $
3,985,981
2,021,320
203,134
20,542
6,230,977
1,820 $
338
2,683
—
4,841 $
1,411 $
4,037
—
—
5,448 $
— $
—
—
—
— $
— $
690
—
—
690 $
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The following table summarizes information related to impaired loans:
(Dollars in thousands)
As of or for the year ended December 31, 2020:
With no related allowance recorded:
Recorded
Investment
Unpaid
Principal
Balance
Related
Allowance
Average
Recorded
Investment
Interest
Income
Cash
Basis
Interest
Multifamily residential
Single family residential
Commercial real estate
Land, construction and NM
With an allowance recorded:
Multifamily residential
Single family residential
Commercial real estate
Land, construction and NM
Total:
Multifamily residential
Single family residential
Commercial real estate
Land, construction and NM
$
522 $
599 $
6,174
—
—
6,696
—
877
—
—
877
6,500
—
—
7,099
—
874
—
—
874
522
7,051
—
—
7,573 $
599
7,374
—
—
7,973 $
$
As of or for the year ended December 31, 2019:
With no related allowance recorded:
Multifamily residential
Single family residential
Commercial real estate
Land, construction and NM
With an allowance recorded:
Multifamily residential
Single family residential
Commercial real estate
Land, construction and NM
Total:
Multifamily residential
Single family residential
Commercial real estate
Land, construction and NM
$
541 $
618 $
4,588
—
—
5,129
—
2,509
—
—
2,509
4,915
—
—
5,533
—
2,484
—
—
2,484
541
7,097
—
—
7,638 $
618
7,399
—
—
8,017 $
$
— $
—
—
—
—
—
25
—
—
25
—
25
—
—
25 $
— $
—
—
—
—
—
815
—
—
815
—
815
—
—
815 $
532 $
36 $
5,215
—
—
5,747
—
1,263
—
—
1,263
532
6,478
—
—
7,010 $
3,078 $
5,713
—
—
8,791
—
1,214
—
—
1,214
104
—
—
140
—
39
—
—
39
36
143
—
—
179 $
30 $
186
—
—
216
—
48
—
—
48
3,078
6,927
—
—
10,005 $
30
234
—
—
264 $
36
86
—
—
122
—
—
—
—
—
36
86
—
—
122
30
72
—
—
102
—
—
—
—
—
30
72
—
—
102
The following table summarizes the recorded investment related to TDRs at December 31, 2020 and 2019:
(Dollars in thousands)
Troubled debt restructurings:
Single family residential
December 31,
2020
2019
$
3,967 $
1,305
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The Company has allocated $25 thousand of its allowance for loan losses for loans modified in TDRs at both December 31, 2020
and 2019. The Company does not have commitments to lend additional funds to borrowers with loans whose terms have been
modified in TDRs.
During the year ended December 31, 2020, the Company modified the terms of two loans that qualified as TDRs. The following
table provides a detail of these modifications:
(Dollars in thousands)
Troubled debt restructurings:
Single family residential
Number of Contracts
Pre-Modification
Outstanding Recorded
Investment
Post-Modification
Outstanding Recorded
Investment
2 $
2,672 $
2,672
Terms of the two modifications above included forbearance of loan payments for six months with eligibility for an extension of the
loan term, should previously existing past due amounts be paid in full. Prior to modification, both loans were classified as non-
accrual and impaired. The TDRs above resulted in no increase to the allowance for loan losses and no charge-offs, primarily due to
collateral support provided by the secondary source of repayment. There were no new TDRs during the year ended December 31,
2019.
The Company had no troubled debt restructurings with a subsequent payment default within twelve months following the
modification during the years ended December 31, 2020 and 2019. A loan is considered to be in payment default once it is 90 days
contractually past due under the modified terms.
5. NONPERFORMING ASSETS
Nonperforming assets include nonperforming loans plus REO. The Company’s nonperforming assets at December 31, 2020 and
2019 are indicated below:
(Dollars in thousands)
Non-accrual loans:
Multifamily residential
Single family residential
Total non-accrual loans
Real estate owned
Total nonperforming assets
Contractual interest not accrued during the year
December 31,
2020
2019
$
$
$
522 $
5,791
6,313
—
6,313 $
169 $
541
5,792
6,333
—
6,333
200
Interest income is subsequently recognized on a cash basis as long as the remaining unpaid principal amount of a non-accrual loan
is deemed to be fully collectible. If there’s doubt regarding the collectability of the loan, then any interest payments received are
applied to principal. Interest income was recognized on a cash basis on non-accrual loans during the years ended December 31,
2020 and 2019 totaling $122 thousand and $102 thousand, respectively. Contractual interest not recorded on nonperforming loans
during the years ended December 31, 2020 and 2019 totaled $169 thousand and $200 thousand, respectively.
Generally, nonperforming loans are considered impaired because the repayment of the loan will not be made in accordance with the
original contractual agreement.
6. MORTGAGE SERVICING RIGHTS
Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments
to investors, and conducting foreclosure proceedings. Loan servicing income is recorded on the accrual basis and includes
servicing fees from investors and certain charges collected from borrowers. Mortgage loans serviced for others are not reported as
assets. The principal
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balances of these loans are as follows:
(Dollars in thousands)
Mortgage loans serviced for:
December 31,
2020
2019
Federal Home Loan Mortgage Corporation ("Freddie Mac")
Other financial institutions
Total mortgage loans serviced for others
$
$
216,431 $
103,325
319,756 $
379,339
134,140
513,479
Custodial account balances maintained in connection with serviced loans totaled $10.9 million and $8.0 million at December 31,
2020 and 2019, respectively.
The Company measures servicing rights at fair value at each reporting date and reports changes in the fair value of servicing assets
in earnings in the period in which the changes occur. Fair value is based on a valuation model that calculates the present value of
estimated future net servicing income. Activities for mortgage servicing rights are as follows:
(Dollars in thousands)
Beginning balance
Additions
Disposals
Change in fair value due to changes in assumptions
Other changes in fair value
Ending balance
Years Ended December 31,
2019
2020
$
$
2,657 $
—
—
—
(1,058)
1,599 $
3,463
155
—
—
(961)
2,657
Fair value as of December 31, 2020 was determined using a discount rate of 10%, prepayment speeds ranging from 7.4% to
55.8%, depending on the stratification of the specific right, and a weighted average default rate of 5%. The weighted average
prepayment speed at December 31, 2020 was 28.9%. Fair value as of December 31, 2019 was determined using a discount rate of
10%, prepayment speeds ranging from 6.0% to 58.7%, depending on the stratification of the specific right, and a weighted average
default rate of 5%. The weighted average prepayment speed at December 31, 2019 was 22.8%.
7. PREMISES AND EQUIPMENT
Premises and equipment consist of the following:
(Dollars in thousands)
Leasehold improvements
Furniture and equipment
Building
Land
Total
Less: accumulated depreciation
Premises and equipment, net
December 31,
2020
2019
$
$
14,994 $
11,537
6,174
2,429
35,134
(16,908)
18,226 $
14,515
11,751
6,174
2,429
34,869
(15,365)
19,504
Depreciation and amortization expense for the years ended December 31, 2020 and 2019 totaled $2.7 million and $2.6 million,
respectively.
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8. DEPOSITS
A summary of deposits at December 31, 2020 and 2019 is as follows:
(Dollars in thousands)
Time deposits
Money market savings
Interest-bearing demand
Money market checking
Noninterest-bearing demand
Total
December 31,
2020
2019
$
$
3,057,197 $
1,678,942
341,895
92,956
93,339
5,264,329 $
3,526,688
1,330,585
222,509
111,338
43,597
5,234,717
The Company had time deposits with a denomination of $100 thousand or more totaling $2.6 billion at both December 31, 2020 and
2019.
The Company had time deposits that met or exceeded the FDIC Insurance limit of $250 thousand of $1.4 billion at both
December 31, 2020 and 2019.
The Company utilizes brokered deposits as an additional source of funding. The Company had brokered deposits of $50.0 million
and $416.0 million at December 31, 2020 and 2019, respectively. The decrease in brokered deposits during the year ended
December 31, 2020 was due to the decision by the Company to reduce excess liquidity in the form of low yielding cash and cash
equivalents.
Maturities of the Company’s time deposits at December 31, 2020 are summarized as follows (dollars in thousands):
Year Ending December 31,
2021
2022
2023
2024
2025
Thereafter
$
$
2,835,446
200,761
8,219
5,480
7,291
—
3,057,197
9. FEDERAL HOME LOAN BANK AND FEDERAL RESERVE BANK ADVANCES
The Bank may borrow from the FHLB, on either a short-term or long-term basis, up to 40% of its assets provided that adequate
collateral has been pledged. As of December 31, 2020 and 2019, the Bank had pledged various mortgage loans totaling
approximately $2.4 billion and $2.2 billion, respectively, as well as the FHLB stock held by the Bank to secure these borrowing
arrangements.
The Bank has access to the Loan and Discount Window of the Federal Reserve Bank of San Francisco ("FRB"). Advances under
this window are subject to the Bank providing qualifying collateral. Various mortgage loans totaling approximately $467.8 million and
$447.4 million as of December 31, 2020 and 2019, respectively, secure this borrowing arrangement. There were no borrowings
outstanding with the FRB as of December 31, 2020 and 2019.
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The following table discloses the Bank’s outstanding advances from the FHLB:
(Dollars in thousands)
Fixed rate short-term
Fixed rate long-term
$
$
Outstanding Balances
December 31,
2020
December 31,
2019
— $
1,500
806,747
806,747 $
977,202
978,702
As of December 31, 2020
Minimum
Interest Rate
— %
Maximum
Interest Rate
— %
Weighted
Average Rate
— %
0.00 %
7.33 %
2.07 %
Maturity Dates
N/A
February 2021 to
March 2030
Fixed rate long-term FHLB advances declined by $170.5 million at December 31, 2020 compared to December 31, 2019 primarily
related to the prepayment of $150.0 million of long-term FHLB advances in December 2020, which incurred a $10.4 million
prepayment penalty. The prepayments were a strategic decision to utilize low yielding excess liquidity to remove high cost
borrowings to benefit the Company's net interest margin in future quarters.
The Bank's available borrowing capacity based on pledged loans to the FRB and the FHLB totaled $1.1 billion at both
December 31, 2020 and 2019. As of December 31, 2020 and 2019, the Bank pledged as collateral a $62.6 million FHLB letter of
credit to Freddie Mac related to our multifamily securitization reimbursement obligation. As of December 31, 2020 and 2019, the
Bank had aggregate loan balances of $1.8 billion and $2.4 billion, respectively, available to pledge to the FRB and FHLB to increase
its borrowing capacity.
Short-term borrowings are borrowings with original maturities of 90 days or less. During the years ended December 31, 2020 and
2019, there was a maximum amount of short-term borrowings outstanding of $77.8 million and $209.8 million, respectively, and an
average amount outstanding of $6.7 million and $51.8 million, respectively, with a weighted average interest rate of 1.43% and
2.52%, respectively.
The following table summarizes principal payments on FHLB advances over the next five years as of December 31, 2020 (dollars in
thousands):
Year Ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total
$
$
355,100
100,000
250,000
—
101,500
147
806,747
10. JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
The Company formed two wholly-owned trust companies (the ‘‘Trusts’’) which issued guaranteed preferred beneficial interests (the
"Trust Securities") in the Company’s junior subordinated deferrable interest debentures (the "Notes"). The Company is not
considered the primary beneficiary of the Trusts and therefore, the Trusts are not consolidated in the Company’s financial
statements, but rather the junior subordinated debentures are shown as a liability. The Company’s investment in the common
securities of the Trusts, totaling $1.9 million, is included in other assets on the consolidated statements of financial condition. The
sole asset of the Trusts are the Notes that they hold.
The Trusts have invested the proceeds of such Trust Securities in the Notes. Each of the Notes has an interest rate equal to the
corresponding Trust Securities distribution rate. The Company has the right to defer payment of interest on the Notes at any time or
from time to time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of
the relevant Notes. During any such extension period, distributions on the Trust Securities will also be deferred, and the Company’s
ability to pay dividends on its common stock will be restricted.
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The Company has entered into contractual arrangements which, taken collectively, fully and unconditionally guarantee payment of:
(i) accrued and unpaid distributions required to be paid on the Trust Securities; (ii) the redemption price with respect to any Trust
Securities called for redemption by the Trusts; and (iii) payments due upon a voluntary or involuntary dissolution, winding up or
liquidation of the Trusts. The Trust Securities are mandatorily redeemable upon maturity of the Notes, or upon earlier redemption as
provided in the indenture. The Company has the right to redeem the Notes purchased by the Trusts, in whole or in part, on or after
the redemption date. As specified in the indenture, if the Notes are redeemed prior to maturity, the redemption price will be the
principal amount and any accrued but unpaid interest.
The following table is a summary of the outstanding Trust Securities and Notes at December 31, 2020 and 2019 (dollars in
thousands):
Issuer
Luther Burbank Statutory
Trust I
Luther Burbank Statutory
Trust II
$
$
11. SENIOR DEBT
December 31, 2020
Rate
Amount
December 31, 2019
Rate
Amount
Date
Issued
Maturity
Date
Rate Index
(Quarterly Reset)
41,238
1.60 % $
41,238
3.27 % 3/1/2006
6/15/2036
3 month LIBOR + 1.38%
20,619
1.84 % $
20,619
3.51 % 3/1/2007
6/15/2037
3 month LIBOR + 1.62%
In September 2014, the Company issued $95.0 million in senior unsecured term notes to qualified institutional investors. The
following table summarizes information on these notes as of December 31, 2020 and 2019:
(Dollars in thousands)
Senior Unsecured Term Notes
12. INCOME TAXES
December 31, 2020
December 31, 2019
Principal
Unamortized
Debt Issuance
Costs
Principal
Unamortized
Debt Issuance
Costs
$
95,000 $
461 $
95,000 $
584
Maturity Date
9/30/2024
Fixed
Interest
Rate
6.50 %
The provision for income taxes for the years ended December 31, 2020 and 2019 consists of the following:
(Dollars in thousands)
Federal:
Current
Deferred
Total federal tax provision
State:
Current
Deferred
Total state tax provision
Total income tax provision
Years Ended December 31,
2019
2020
$
$
13,686 $
(2,834)
10,852
7,544
(1,649)
5,895
16,747 $
12,581
625
13,206
6,963
434
7,397
20,603
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The provision for income taxes for the years ended December 31, 2020 and 2019 differs from the statutory federal rate of 21% due
to the following:
(Dollars in thousands)
Statutory U.S. federal income tax
Increase resulting from:
State taxes, net of federal benefit
Other
Provision for income taxes
Years Ended December 31,
2019
2020
11,898 $
4,658
191
16,747 $
14,587
5,868
148
20,603
$
$
Deferred tax assets (liabilities) included in other assets in the accompanying consolidated statements of financial condition consist
of the following:
December 31,
2020
2019
(Dollars in thousands)
Deferred tax assets:
Allowance for loan losses
Deferred compensation
State tax deduction
Other
Total deferred tax assets
Deferred tax liabilities:
Loan fee income
Unrealized gain on securities
Federal Home Loan Bank stock dividend income deferred for tax
purposes
Section 481(a) adjustment related to conversion from cash basis to
accrual basis taxpayer in December 2017
Federal depreciation
Other
Total deferred tax liabilities
$
13,740 $
7,831
1,578
643
23,792
(10,802)
(2,757)
(1,087)
—
(853)
(419)
(15,918)
Net deferred tax assets
$
7,874 $
10,843
7,201
1,389
772
20,205
(11,061)
(593)
(1,316)
(604)
(605)
(471)
(14,650)
5,555
In assessing the Company’s ability to realize deferred tax assets, management considers whether it is more likely than not that
some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon
the generation of future taxable income during the periods in which those temporary differences become deductible. Management
considers projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical
taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible,
management believes it is more likely than not that the Company will realize all benefits related to these deductible differences as of
December 31, 2020 and 2019.
There were no unrecognized tax benefits for the years ended December 31, 2020 and 2019.
Until July 1, 1996, the Bank was allowed a special bad debt deduction based on a percentage of federal taxable income or on
specified experience formulas in arriving at federal taxable income. For reserves established in taxable years beginning prior to
December 31, 1987, a deferred tax liability was not required to be accrued but has been included as a restriction on retained
earnings because such amounts may require the recognition of a tax liability if, in the future, (1) the Bank’s retained earnings
represented by these reserves is used for purposes other than to absorb losses from bad debts, including dividends or distributions
in liquidation or (2) there is a change in the federal tax law. The cumulative amount of these untaxed reserves was approximately
$3.1 million at both December 31, 2020 and 2019. Retained earnings at December 31, 2020 included approximately $930 thousand
representing the tax effect of such cumulative bad debt deductions for which no deferred income taxes have been provided. In the
event that
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these reserves are subject to realization, the tax on these reserves will be assessed and paid at the entity level. Management has
determined that this portion of retained earnings will not be used in a manner that will create an income tax liability.
The Company is subject to U.S. federal income tax as well as various other state income taxes. The Company is no longer subject
to examination by taxing authorities for years before 2016 for California tax filings and 2017 for federal and most other state tax
filings.
13. REGULATORY MATTERS
The Company is a registered bank holding company and is subject to regulation, examination, and supervision by the FRB. The
Bank is subject to regulation, examination, and supervision by the FDIC and the California Department of Financial Protection and
Innovation ("DFPI").
The final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (the “Basel III Capital
Rules”) became effective for the Holding Company and Bank on January 1, 2015, with full compliance with all of the requirements
being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The Basel III Capital Rules provide for the
following minimum capital to risk-weighted assets ratios as of January 1, 2015: a) 4.5% based upon common equity tier 1 capital
("CET1"); b) 6.0% based upon tier 1 capital; and c) 8.0% based upon total regulatory capital. A minimum leverage ratio (tier 1
capital as a percentage of average consolidated assets) of 4.0% is also required under the Basel III Capital Rules.
The Basel III Capital Rules require institutions to retain a capital conservation buffer, composed entirely of CET1, of 2.5% above
these required minimum capital ratio levels. Banking organizations that fail to maintain the minimum 2.5% capital conservation
buffer could face restrictions on capital distributions or discretionary bonus payments to executive officers. Restrictions would begin
phasing in where the banking organization’s capital conservation buffer was below 2.5% at the beginning of a quarter, and
distributions and discretionary bonus payments would be completely prohibited if no capital conservation buffer exists.
The Bank is also governed by numerous federal and state laws and regulations, including the FDIC Improvement Act of 1991, which
established five categories of capital adequacy ranging from “well-capitalized” to critically undercapitalized (although these items are
not utilized to represent overall financial condition). The FDIC utilizes these categories of capital adequacy to determine various
matters, including, but not limited to, prompt corrective action and deposit insurance premium assessment levels. Capital levels and
adequacy classifications may also be subject to qualitative judgments by the Bank’s regulators regarding, among other factors, the
components of capital and risk weighting. If adequately capitalized, regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions and asset growth are limited, and capital restoration plans are required.
As of December 31, 2020 and 2019, the Company and the Bank met all capital adequacy requirements to which they are subject.
Also, as of December 31, 2020 and 2019, the Bank satisfied all criteria necessary to be categorized as “well-capitalized” under the
regulatory framework for prompt corrective action. There have been no conditions or events since December 31, 2020 that
management believes have changed its “well-capitalized” categorization.
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The Company’s and Bank’s actual capital amounts and ratios are presented as follows:
Actual
For Capital Adequacy
Purposes
Amount
Ratio
Amount
Ratio
Minimum Required
Plus Capital
Conservation Buffer
Amount
Ratio
For Well- Capitalized
Institution
Amount
Ratio
$
665,514
9.45 % $
281,564
4.00 %
N/A
N/A
603,657
665,514
712,837
15.75 %
17.37 %
18.60 %
172,420
229,893
306,524
4.50 % $ 268,209
325,682
6.00 %
402,313
8.00 %
7.00 %
8.50 %
10.50 %
$
671,580
9.47 % $
283,631
4.00 %
N/A
N/A
609,723
671,580
708,847
15.46 %
17.02 %
17.97 %
177,523
236,697
315,596
4.50 % $ 276,147
335,321
6.00 %
414,220
8.00 %
7.00 %
8.50 %
10.50 %
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
$
729,054
10.36 % $
281,453
4.00 %
N/A
N/A $
351,816
5.00 %
729,054
729,054
776,377
19.04 %
19.04 %
20.27 %
172,340
229,787
306,383
4.50 % $ 268,085
325,532
6.00 %
402,128
8.00 %
7.00 %
8.50 %
10.50 %
248,936
306,383
382,979
6.50 %
8.00 %
10.00 %
$
748,916
10.57 % $
283,542
4.00 %
N/A
N/A $
354,428
5.00 %
748,916
748,916
786,183
18.99 %
18.99 %
19.94 %
177,437
236,582
315,443
4.50 % $ 276,012
335,158
6.00 %
414,019
8.00 %
7.00 %
8.50 %
10.50 %
256,297
315,443
394,303
6.50 %
8.00 %
10.00 %
(Dollars in thousands)
Luther Burbank Corporation
As of December 31, 2020
Tier 1 Leverage Ratio
Common Equity Tier 1 Risk-
Based Ratio
Tier 1 Risk-Based Capital Ratio
Total Risk-Based Capital Ratio
As of December 31, 2019
Tier 1 Leverage Ratio
Common Equity Tier 1 Risk-
Based Ratio
Tier 1 Risk-Based Capital Ratio
Total Risk-Based Capital Ratio
Luther Burbank Savings
As of December 31, 2020
Tier 1 Leverage Ratio
Common Equity Tier 1 Risk-
Based Ratio
Tier 1 Risk-Based Capital Ratio
Total Risk-Based Capital Ratio
As of December 31, 2019
Tier 1 Leverage Ratio
Common Equity Tier 1 Risk-
Based Ratio
Tier 1 Risk-Based Capital Ratio
Total Risk-Based Capital Ratio
Dividends
In the ordinary course of business, the Company is dependent upon dividends from the Bank to provide funds for the payment of
dividends to shareholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that
may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of
the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year
combined with the retained net profits for the preceding two years.
The Company has paid cash dividends of $12.3 million and $13.0 million during the years ended December 31, 2020 and 2019.
Payment of stock or cash dividends in the future will depend upon the Company's earnings and financial condition, and other factors
deemed relevant by the Company’s Board of Directors, as well as the Company’s legal ability to pay dividends. Accordingly, no
assurance can be given that any dividends will be declared in the future.
14. DERIVATIVES AND HEDGING ACTIVITIES
The Company utilizes interest rate swap and cap agreements as part of its asset liability management strategy to help manage its
interest rate risk position. The notional amount of the interest rate swaps and caps do not represent amounts exchanged by the
parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate
cap or swap agreements.
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Fair Value Hedges of Interest Rate Risk
During the year ended December 31, 2019, the Company entered into two, two-year interest rate swaps with a total notional amount
of $1.0 billion to hedge the interest rate risk related to certain hybrid multifamily loans which are currently in their fixed rate period.
The swaps are designated as fair value hedges and involve the payment of a fixed rate amount to a counterparty in exchange for
the Company receiving a variable rate payment over the life of the swaps without the exchange of the underlying notional amount.
The gain or loss on these derivatives, as well as the offsetting loss or gain on the hedged items attributable to the hedged risk are
recognized in interest income for loans.
For the year ended December 31, 2020, the floating rate amounts recognized related to the net settlement of the interest rate swaps
was less than the fixed rate amounts recognized. As such, interest income on loans due to these swaps decreased by $10.8 million
for the year ended December 31, 2020, compared to an increase in interest income on loans of $2.1 million for the year ended
December 31, 2019.
The following table presents the effect of the Company’s interest rate swaps on the consolidated statements of income for the years
ended December 31, 2020 and 2019:
(Dollars in thousands)
Derivative - interest rate swaps:
Interest income
Hedged items - loans:
Interest income
Net (decrease) increase in interest income
Years Ended December 31,
2019
2020
$
$
(10,830) $
25
(10,805) $
2,047
5
2,052
The following table presents the fair value of the Company’s interest rate swaps, as well as its classification on the consolidated
statements of financial condition as of December 31, 2020 and 2019:
Notional
(Dollars in thousands)
Amount
Derivatives designated as hedging instruments:
Fair Values of Derivative Instruments
Asset Derivatives
Liability Derivatives
Balance Sheet
Location
Fair Value
Balance Sheet
Location
Fair Value
As of December 31, 2020:
Interest Rate Swaps
As of December 31, 2019:
Interest Rate Swaps
$
$
1,000,000
Prepaid Expenses and
Other Assets
1,000,000
Prepaid Expenses and
Other Assets
$
$
Other Liabilities and
Accrued Expenses
—
1,156
Other Liabilities and
Accrued Expenses
$
$
7,258
746
As of December 31, 2020 and 2019, the following amounts were recorded in the consolidated statements of financial condition
related to cumulative basis adjustments for its fair value hedges.
Line Item in the Consolidated Statement of
Financial Condition in Which the Hedged Items are
Included
(Dollars in thousands)
As of December 31, 2020:
Loans receivable, net (1)
As of December 31, 2019:
Loans receivable, net (1)
$
$
Carrying Amount of
the Hedged Assets
Cumulative Amount of Fair Value
Hedging Adjustment Included in the
Carrying Amount of the Hedged Assets
1,007,288 $
999,595 $
7,288
(405)
(1) These amounts include the amortized cost basis of closed portfolio loans used to designate hedging relationships in which the hedged
items are the last layer expected to be remaining at the end of the hedging relationship. At December 31, 2020 and 2019, the amortized
cost basis of the closed portfolio loans used in these hedging relationships were $2.0 billion and $2.5 billion, respectively; the cumulative
basis adjustments
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associated with these hedging relationships were $7.3 million and $(405) thousand, respectively, and the amount of the designated hedged
items were $1.0 billion and $1.0 billion, respectively.
As of December 31, 2020 and 2019, the Company posted $8.9 million and $2.8 million, respectively, in cash collateral in connection
with its interest rate swaps. Cash collateral is included in restricted cash within the consolidated statements of financial condition.
15. EMPLOYEE BENEFIT PLANS
Salary Continuation Arrangements
The Company has entered into individual salary continuation agreements with certain key executives and directors. These
agreements are accounted for as deferred compensation arrangements and are unsecured and unfunded. Benefits under these
agreements are fixed for each executive and director and are payable over a specific period following their retirement or at an
earlier date such as termination without cause, the sale of the Company, or death. Participants vest in these agreements based on
their years of service subsequent to being covered under these agreements.
The accrued obligation of $16.2 million and $14.4 million as of December 31, 2020 and 2019, respectively, is included in other
liabilities and accrued expenses in the accompanying consolidated statements of financial condition. The Company recognized
compensation expense of $2.9 million and $792 thousand related to these agreements for the years ended December 31, 2020 and
2019, respectively.
The Company has purchased insurance on the lives of the participants to help offset the cost of the benefits accrued under these
agreements and provide death benefits to fund obligations in the event an employee dies prior to retirement. The cash surrender
value of such policies was $18.1 million and $18.0 million at December 31, 2020 and 2019, respectively, and is reflected in prepaid
expenses and other assets in the accompanying consolidated statements of financial condition. Earnings on these life insurance
policies were $123 thousand and $164 thousand for the years ended December 31, 2020 and 2019, respectively.
401(k) Plan
The Company maintains a 401(k) Savings Plan for substantially all employees age 18 or older who have completed at least six
months of service. Employees may contribute up to the maximum statutory allowable contribution which was $19,500 and $19,000
for 2020 and 2019, respectively. The Company matches 100% of employee salary contribution deferrals up to 3% of pay, plus 50%
of employee salary contribution deferrals from 3% to 5% of pay. Company contributions for both years ended December 31, 2020
and 2019 were $1.0 million.
Other Awards
In connection with a stock appreciation rights plan that was terminated on December 31, 2010, the Company had a liability for
undistributed participant awards at December 31, 2019. All awards were paid as of December 31, 2020. The awards earned interest
at the Company’s 12-month jumbo certificate of deposit account rate until distributed. The interest rate adjusted monthly and
equaled 1.00% at December 31, 2019. At December 31, 2019, the liability for undistributed amounts totaled approximately $588
thousand and was included in other liabilities and accrued expenses in the consolidated statements of financial condition. Interest
expense recorded on deferred cash payments for the years ended December 31, 2020 and 2019 totaled $2 thousand and $8
thousand, respectively.
Phantom Stock Plan
On January 1, 2011, the Company established the Luther Burbank Corporation Phantom Stock Plan ("Plan") under which the
Company awards phantom stock ("PS") to certain key executives and nonemployee directors. Each PS award entitles the holder to
receive an amount in cash equal to the future value of each award. As defined in the Plan, the award value for unvested employee
and nonemployee director awards is equal to the book value of the Company plus discretionary dividends of the Company paid
since December 31, 2010, divided by the total number of common shares outstanding. Once fully vested, awards that were deferred
earn interest at the Company’s 12-month jumbo certificate of deposit account rate until distributed. The interest rate may adjust
monthly and equaled 0.25% and 1.00% at
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December 31, 2020 and 2019, respectively.
Awards issued prior to January 1, 2014 vest over a period established by the Board of Directors, which is set at 80% at the end of
four years of service and 100% at the end of five years of service. Beginning January 1, 2014, awards issued to Directors of the
Company vest 100% after one year while management awards continue to vest at 80% at the end of four years of service and
100% at the end of five years of service. Each award will be settled on the five-year anniversary of the award date or at such later
date that may have been elected by the participant.
The Company recognizes the share-based compensation liability as that portion of the value of the award that corresponds to the
percentage of requisite service rendered at the reporting date. Because the fair market value will be re-measured at each reporting
date through the date of vesting or settlement, compensation cost recognized during each year of the vesting periods will vary
based on changes in the book value and total discretionary dividends of the Company.
On December 7, 2017, in connection with the Company’s initial public offering ("IPO"), all unvested phantom stock awards held by
employees and all vested and unvested phantom stock awards held by nonemployee directors were converted to restricted stock
units on a per share basis. This conversion was accounted for as a modification of share based compensation wherein
compensation was changed from a liability based plan to an equity based plan. In conjunction with this modification, the Company
transferred $6.4 million of its existing PS liability to common stock.
At December 31, 2020 and 2019, the PS share-based liability totaled approximately $528 thousand and $776 thousand,
respectively, and is included in other liabilities and accrued expenses in the consolidated statements of financial condition. Share-
based compensation expense recognized for the years ended December 31, 2020 and 2019 totaled approximately $4 thousand and
$15 thousand, respectively.
The following table shows phantom stock award activity and the balance of share equivalents outstanding as of the periods
indicated:
Beginning balance – awards outstanding
Share equivalents exercised
Ending balance – awards outstanding
Years Ended December 31,
2019
2020
70,208
(23,379)
46,829
215,362
(145,154)
70,208
At December 31, 2020 and 2019, 46,829 and 70,208 share equivalents issued and outstanding under the PS plan were vested,
respectively. The Company does not intend to issue any additional awards under the phantom stock plan.
16. STOCK BASED COMPENSATION
The Company’s stock based compensation consists of restricted stock awards ("RSAs") and restricted stock units ("RSUs") granted
under the Luther Burbank Corporation Omnibus Equity and Incentive Compensation Plan ("Omnibus Plan"). In connection with its
IPO in December 2017, the Company granted RSAs and RSUs to employees and nonemployee directors which all vest ratably over
three years. At the same time, the Company granted RSUs in exchange for unvested phantom stock awards held by employees
and all vested and unvested phantom stock awards held by nonemployee directors on a per share basis. The RSUs were subjected
to the same vesting schedule and deferral elections that existed for the original phantom stock awards. Awards granted subsequent
to the IPO vest ratably over one year for nonemployee directors and ratably over three to four years for employees.
All RSAs and RSUs were granted at the fair value of the common stock at the time of the award. The RSAs and RSUs are
considered fixed awards as the number of shares and fair value are known at the date of grant and the fair value at the grant date is
amortized over the vesting and/or service period.
Non-cash stock compensation expense recognized for RSAs and RSUs for the years ended December 31, 2020 and 2019 totaled
$3.5 million and $3.0 million, respectively. The fair value of RSAs and RSUs that
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vested during the years ended December 31, 2020 and 2019 was $3.7 million and $7.0 million, respectively.
As of December 31, 2020 and 2019, there was $2.7 million and $3.5 million, respectively, of unrecognized compensation expense
related to 464,919 and 582,940 unvested shares of RSAs and RSUs, respectively, which amounts are expected to be recognized
over a weighted average period of 1.76 years and 1.61 years, respectively. As of December 31, 2020 and 2019, 140,997 and
135,059 shares, respectively, of RSUs were vested and remain unsettled per the original deferral elections.
The following table summarizes share information about RSAs and RSUs:
Years Ended December 31,
2020
2019
Beginning of the period balance
Shares granted
Shares settled
Shares forfeited
End of the period balance
Number of
Shares
Weighted
Average Grant
Date Fair Value
10.53
11.62
10.60
11.09
10.93
717,999 $
261,722
(341,118)
(32,687)
605,916 $
Number of
Shares
1,155,359 $
321,784
(672,504)
(86,640)
717,999 $
Weighted
Average Grant
Date Fair Value
10.97
9.80
10.92
10.67
10.53
Under its Omnibus Plan, the Company reserved 3,360,000 shares of common stock for new awards. At December 31, 2020 and
2019, there were 2,102,272 and 2,332,775 shares, respectively, of common stock reserved and available for grant through
restricted stock or other awards under the Omnibus Plan. During the years ended December 31, 2020 and 2019, there were 1,468
shares and 14,041 shares, respectively, of forfeited RSU awards that were initially issued to replace unvested phantom stock
awards under the Luther Burbank Corporation Phantom Stock Plan. These awards were excluded from the shares reserved and
available for grant under the Omnibus Plan.
17. FAIR VALUE MEASUREMENTS
Fair Value Measurements
Fair Value Hierarchy
The Company groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and
liabilities are traded and the reliability of the assumptions used to determine fair value. Valuations within these levels are based
upon:
Level 1 - Quoted market prices for identical instruments traded in active exchange markets.
Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that
are not active, and model-based valuation techniques for which all significant assumptions are observable or can be corroborated
by observable market data.
Level 3 - Model-based techniques that use at least one significant assumption not observable in the market. These unobservable
assumptions reflect the Company’s estimates of assumptions that market participants would use on pricing the asset or liability.
Valuation techniques include management judgment and estimation which may be significant.
Because broadly traded markets do not exist for most of the Company’s financial instruments, the fair value calculations attempt to
incorporate the effect of current market conditions at a specific time. These determinations are subjective in nature, involve
uncertainties and matters of significant judgment and do not include tax ramifications; therefore, the results cannot be determined
with precision, substantiated by comparison to independent markets and may not be realized in an actual sale or immediate
settlement of the instruments. There may be inherent weaknesses in any calculation technique, and changes in the underlying
assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results. For all of these
reasons, the aggregation of the fair value calculations
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presented herein do not represent, and should not be construed to represent, the underlying value of the Company.
Management monitors the availability of observable market data to assess the appropriate classification of assets and liabilities
within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of
financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting
period. Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and
size of the transfer relative to total assets, total liabilities, or total earnings.
The following methods and assumptions were used to estimate the fair value of financial instruments:
For cash, cash equivalents and restricted cash, accrued interest receivable and payable, demand deposits and short-term
borrowings, the carrying amount is estimated to be fair value. The fair value of accrued interest receivable/payable balances are
determined using inputs and fair value measurements commensurate with the asset or liability from which the accrued interest is
generated.
Fair values for available for sale and held to maturity debt securities, which include primarily debt securities issued by U.S.
government sponsored agencies, are based on quoted market prices for similar securities.
Fair values for equity securities, which consist of investments in the CRA Qualified Investment Fund, are based on quoted market
prices.
Loans are valued using the exit price notion. The fair value is estimated using market quotes for similar assets or the present value
of future cash flows, discounted using a market rate for similar products and giving consideration to estimated prepayment risk and
credit risk. The fair value of loans is determined utilizing estimates resulting in a Level 3 classification.
Impaired loans are measured for impairment based on the present value of expected future cash flows discounted at the loans'
effective interest rate, except that as a practical expedient, the Company may measure impairment based on a loan’s observable
market price, or the fair value of the collateral (net of estimated costs to sell) if the loan is collateral dependent. The fair value of
impaired loans is determined utilizing estimates resulting in a Level 3 classification.
It was not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.
The fair value of servicing rights is determined using a valuation model that utilizes interest rate, prepayment speed, and default rate
assumptions that market participants would use in estimating future net servicing income and that can be validated against available
market data.
The fair values of derivatives are based on valuation models using observable market data as of the measurement date.
Fair values for fixed-rate time deposits are estimated using discounted cash flow analyses using interest rates offered at each
reporting date by the Company for time deposits with similar remaining maturities. For deposits with no contractual maturity, the fair
value is assumed to equal the carrying value.
The fair value of FHLB advances is estimated based on discounting the future cash flows using the market rate currently offered for
similar terms.
The fair value of subordinated debentures is based on an indication of value provided by a third-party broker.
For senior debt, the fair value is based on an indication of value provided by a third-party broker.
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Fair Value of Financial Instruments
The carrying and estimated fair values of the Company’s financial instruments are as follows:
(Dollars in thousands)
As of December 31, 2020:
Financial assets:
Cash, cash equivalents and
restricted cash
Debt securities:
Available for sale
Held to maturity
Equity securities
Loans receivable, net
Accrued interest receivable
FHLB stock
Financial liabilities:
Deposits
FHLB advances
Junior subordinated deferrable
interest debentures
Senior debt
Accrued interest payable
Interest rate swaps
As of December 31, 2019:
Financial assets:
Cash, cash equivalents and
restricted cash
Debt securities:
Available for sale
Held to maturity
Equity securities
Loans receivable, net
Accrued interest receivable
FHLB stock
Interest rate swap
Financial liabilities:
Deposits
FHLB advances
Junior subordinated deferrable
interest debentures
Senior debt
Accrued interest payable
Interest rate swap
Carrying
Amount
Fair Value
Level 1
Level 2
Level 3
Fair Level Measurements Using
$
178,861 $
178,861 $
178,861 $
— $
—
593,734
7,467
12,037
6,003,602
18,795
25,122
593,734
7,870
12,037
6,076,994
18,795
N/A
—
—
—
—
—
N/A
593,734
7,870
12,037
—
990
N/A
—
—
—
6,076,994
17,805
N/A
$
5,264,329 $
806,747
5,290,316 $
833,930
61,857
94,539
1,388
7,258
60,526
102,096
1,388
7,258
2,022,133 $
—
—
—
—
—
3,268,183 $
833,930
60,526
102,096
1,388
7,258
—
—
—
—
—
—
$
91,325 $
91,325 $
91,325 $
— $
—
625,074
10,170
11,782
6,194,976
20,814
30,342
1,156
625,074
10,349
11,782
6,346,496
20,814
N/A
1,156
—
—
—
—
26
N/A
—
625,074
10,349
11,782
—
1,685
N/A
1,156
—
—
—
6,346,496
19,103
N/A
—
$
5,234,717 $
978,702
5,253,511 $
996,860
61,857
94,416
2,901
746
59,272
99,806
2,901
746
1,558,029 $
—
—
—
—
—
3,695,482 $
996,860
59,272
99,806
2,901
746
—
—
—
—
—
—
These estimates do not reflect any premium or discount that could result from offering the Company’s entire holdings of a particular
financial instrument for sale at one time, nor do they attempt to estimate the value of anticipated future business related to the
instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect
on fair value estimates and have not been considered in any of these estimates.
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Assets and Liabilities Recorded at Fair Value
The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring and
nonrecurring basis as of December 31, 2020 and 2019.
Recurring Basis
The Company is required or permitted to record the following assets and liabilities at fair value on a recurring basis (dollars in
thousands):
Description
Fair Value
Level 1
Level 2
Level 3
As of December 31, 2020:
Financial Assets:
Available for sale debt securities:
Government and Government Sponsored Entities:
Residential MBS and CMOs
Commercial MBS and CMOs
Agency bonds
Total available for sale debt securities
Equity securities
Mortgage servicing rights
Financial Liabilities:
Interest rate swaps
As of December 31, 2019:
Financial Assets:
$
$
$
$
216,724 $
361,988
15,022
593,734
12,037 $
1,599
— $
—
—
— $
— $
—
216,724 $
361,988
15,022
593,734
12,037 $
—
—
—
—
—
—
1,599
7,258 $
— $
7,258 $
—
Available for sale debt securities:
Government and Government Sponsored Entities:
Residential MBS and CMOs
Commercial MBS and CMOs
Agency bonds
Total available for sale debt securities
Equity securities
Mortgage servicing rights
Interest rate swap
Financial Liabilities:
Interest rate swap
$
$
$
$
145,192 $
356,169
123,713
625,074 $
11,782 $
2,657
1,156
746 $
— $
—
—
— $
— $
—
—
— $
145,192 $
356,169
123,713
625,074 $
11,782 $
—
1,156
—
—
—
—
—
2,657
—
746 $
—
There were no transfers between Level 1 and Level 2 during 2020 and 2019.
Non-recurring Basis
The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a non-recurring basis.
These include assets that are measured at the lower of cost or market value that were recognized at fair value which was below
cost at the reporting date (dollars in thousands):
Description
Fair Value
Level 1
Level 2
Level 3
As of December 31, 2019:
Impaired loans:
Single family residential
$
790 $
— $
— $
790
As of December 31, 2020, there were no assets or liabilities measured at fair value on a non-recurring basis. At December 31,
2019, a loan totaling $1.6 million was adjusted to a fair value of $790 thousand by recording an allowance for loan losses of $790
thousand. The fair value of impaired, collateral dependent
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Table of Contents
loans is estimated at the fair value of the underlying collateral, less estimated selling costs. These loans are categorized as Level 3
due to ongoing real estate market conditions which may require the use of unobservable inputs and assumptions in fair value
measurements.
The Company held no real estate owned at December 31, 2020 and 2019.
18. VARIABLE INTEREST ENTITIES ("VIE")
The Company is involved with VIEs through its loan securitization activities. The Company evaluated its association with VIEs for
consolidation purposes. Specifically, a VIE is to be consolidated by its primary beneficiary, the entity that has both the power to
direct the activities that most significantly impact the VIE and a variable interest that could potentially be significant to the VIE. A
variable interest is a contractual, ownership or other interest whose value fluctuates with the changes in the value of the VIE's
assets and liabilities. The assessment includes an evaluation of the Company's continuing involvement with the VIE and the nature
and significance of its variable interests.
Multifamily loan securitization
With respect to the securitization transaction with Freddie Mac which settled September 27, 2017, the Company's variable interests
reside with a reimbursement agreement entered into with Freddie Mac that obligates the Bank to reimburse Freddie Mac for any
defaulted contractual principal and interest payments identified after the ultimate resolution of the defaulted loans. Such
reimbursement obligations are not to exceed 10% of the original principal amount of the loans comprising the securitization pool. As
part of the securitization transaction, the Bank released all servicing obligations and rights to Freddie Mac who was designated as
the Master Servicer. As Master Servicer, Freddie Mac appointed the Bank with sub-servicing obligations, which include obligations
to collect and remit payments of principal and interest, manage payments of taxes and insurance, and otherwise administer the
underlying loans. The servicing of defaulted loans and foreclosed loans was assigned to a separate third party entity, independent
of the Bank and Freddie Mac. Freddie Mac, in its capacity as Master Servicer, can terminate the Bank in its role as sub-servicer and
direct such responsibilities accordingly. In evaluating the variable interests and continuing involvement in the VIE, the Company
determined that it does not have the power to make significant decisions or direct the activities that most significantly impact the
economic performance of the VIE's assets and liabilities. As sub-servicer of the loans, the Bank does not have the authority to make
significant decisions that influence the value of the VIE's net assets and therefore, is not the primary beneficiary of the VIE.
Therefore, the Company determined that the VIE associated with the multifamily securitization should not be included in the
consolidated financial statements of the Bank.
The Company believes its maximum exposure to loss as a result of involvement with the VIE associated with the securitization
under the reimbursement agreement executed with Freddie Mac is 10% of the original principal amount of the loans comprising the
securitization pool, or $62.6 million. The reserve for estimated losses with respect to the reimbursement obligation totaled $959
thousand and $1.0 million as of December 31, 2020 and 2019, respectively, based upon an analysis of quantitative and qualitative
data over the underlying loans included in the securitization pool. No disbursements have been made in connection with the
reimbursement obligation. During the year ended December 31, 2020, four loans in the securitization pool were modified for
payment deferral related to the COVID-19 pandemic. Two of these loans have paid off subsequent to their modification. As of
December 31, 2020, two of these loans with an aggregate principal balance of $3.1 million, or 1.5% of the aggregate remaining loan
balance in the securitization pool, remain outstanding. Both loans had returned to their respective contractual loan payments as of
December 31, 2020. See Note 2 for additional information.
19. LOAN SALE AND SECURITIZATION ACTIVITIES
The Company sells originated and acquired loans as part of its business operations and overall management of liquidity, assets and
liabilities, and financial performance. The transfer of loans is executed in securitization or sale transactions. With respect to sale
transactions, the Company's continuing involvement may or may not include ongoing servicing responsibilities and general
representations and warranties. With respect to securitization sales, the Company executed its first and only transaction to date on
September 27, 2017 with Freddie Mac. The transaction involved the sale of $626 million in originated multifamily loans through a
Freddie Mac sponsored transaction. The Company's continuing involvement
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includes sub-servicing responsibilities, general representations and warranties, and a limited reimbursement obligation.
As sub-servicer for Freddie Mac, the Bank is required to maintain a minimum net worth in accordance with GAAP of not less than
$2.0 million. If the Bank's capital were to fall below this threshold, Freddie Mac would have the authority to terminate and assume
the Bank’s sub-servicing duties. At December 31, 2020, the Bank’s net worth was $739.1 million which equates to its Tier 1 capital
of $729.1 million plus goodwill of $3.3 million and accumulated other comprehensive income related to net unrealized gains on
available for sale securities of $6.7 million.
General representations and warranties associated with loan sales and securitization sales require the Bank to uphold various
assertions that pertain to the underlying loans at the time of the transaction, including, but not limited to, compliance with relevant
laws and regulations, absence of fraud, enforcement of liens, no environmental damages, and maintenance of relevant
environmental insurance. Such representations and warranties are limited to those that do not meet the quality represented at the
transaction date and do not pertain to a decline in value or future payment defaults. In circumstances where the Bank breaches its
representations and warranties, the Bank would generally be required to cure such instances through a repurchase or substitution
of the subject loan(s).
With respect to the securitization transaction, the Bank also has continuing involvement through a reimbursement agreement
executed with Freddie Mac. To the extent the ultimate resolution of defaulted loans results in contractual principal and interest
payments that are deficient, the Bank is obligated to reimburse Freddie Mac for such amounts, not to exceed 10% of the original
principal amount of the loans comprising the securitization pool at the closing date of September 27, 2017.
The following table provides cash flows associated with the Company's loan sale activities:
(Dollars in thousands)
Proceeds from loan sales
Servicing fees
Years Ended December 31,
2019
2020
$
998 $
930
68,809
1,284
The following table provides information about the loans transferred through sales or securitization and not recorded on the
consolidated statements of financial condition, for which the Company's continuing involvement includes sub-servicing or servicing
responsibilities and/or reimbursement obligations:
(Dollars in thousands)
As of December 31, 2020:
Principal balance of loans
Loans 90+ days past due
Charge-offs, net
As of December 31, 2019:
Principal balance of loans
Loans 90+ days past due
Charge-offs, net
20. COMMITMENTS AND CONTINGENCIES
Financial Instruments With Off-Balance Sheet Risk
Single Family
Residential
Multifamily
Residential
$
17,423 $
—
—
24,146
—
—
302,333
—
—
489,333
—
—
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing
needs of its customers. These financial instruments represent commitments to originate fixed and variable rate loans and loans in
process, and involve, to varying degrees, credit risk and interest rate risk in excess of the amount recognized in the Company’s
consolidated statements of financial condition. The Company’s exposure to credit loss in the event of nonperformance by the other
party for commitments to extend credit and lines of credit is represented by the contractual amount of those instruments. The
Company uses the same credit policies in making commitments to originate loans
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as it does for on-balance sheet instruments. As it relates to interest rate risk, the Company's exposure is generally limited to
increases in interest rates that may result during the short period of time between the commitment and funding of fixed rate credit
facilities and adjustable rate credit facilities with initial fixed rate periods. The limited timing risk associated with these credit facilities
are considered within the Company's asset liability management process.
Commitments to fund loans are agreements to lend to a customer as long as there is no violation of any condition established in the
contract. Commitments generally have expiration dates or other termination clauses. In addition, external market forces may impact
the probability of commitments being exercised; therefore, total commitments outstanding do not necessarily represent future cash
requirements.
At December 31, 2020 and 2019, the Company had outstanding commitments of approximately $116.9 million and $103.2 million,
respectively, for loans. Unfunded loan commitment reserves totaled $59 thousand and $89 thousand at December 31, 2020 and
2019, respectively.
Operating Leases
The Company leases various office premises under long-term operating lease agreements. These leases expire between 2021 and
2030, with certain leases containing either three, five or ten year renewal options. At December 31, 2020, minimum commitments
under these non-cancellable leases before considering renewal options are as follows (dollars in thousands):
Years ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total
$
$
4,597
3,666
2,427
1,453
994
1,661
14,798
Rent expense under operating leases was $4.4 million and $5.4 million for the years ended December 31, 2020 and 2019,
respectively. Sublease income earned was $752 thousand and $730 thousand for the years ended December 31, 2020 and 2019,
respectively.
Contingencies
At present, there are no pending or threatened proceedings against the Company which, if determined adversely, would have a
material effect on the Company’s business, financial position, results of operations, cash flows or stock price. In the ordinary course
of operations, the Company may be party to various legal proceedings.
Correspondent Banking Agreements
The Company maintains funds on deposit with other federally insured financial institutions under correspondent banking
agreements. Insured portions of these balances are limited to $250 thousand per institution based on FDIC insurance limits. At
December 31, 2020 and 2019, the Company had $26.0 million and $25.7 million, respectively, in uninsured cash balances.
Additionally, the Company had $8.9 million and $2.8 million in restricted cash as collateral for its interest rate swap agreements at a
correspondent bank as of December 31, 2020 and 2019, respectively. The Company periodically monitors the financial condition of
these correspondent banks.
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21. UNAUDITED QUARTERLY FINANCIAL INFORMATION
The following table summarizes the unaudited condensed consolidated results of operations for each of the quarters during the
fiscal years ended December 31, 2020 and 2019:
(Dollars in thousands, except per share data)
2020
Net interest income
Provision for loan losses
Net interest income after provision for loan
losses
Noninterest income
Noninterest expense
Income before income taxes
Income tax expense
Net income
EPS (1):
Basic
Diluted
2019
Net interest income
Provision for (reversal of) loan losses
Net interest income after provision for loan
losses
Noninterest income
Noninterest expense
Income before income taxes
Income tax expense
Net income
EPS (1):
Basic
Diluted
$
$
$
$
$
$
$
$
For the Three Months Ended
March 31
June 30
September 30
December 31
32,115 $
5,300
26,815
798
16,859
10,754
3,178
7,576 $
0.14 $
0.14 $
32,092 $
300
31,792
1,380
16,249
16,923
4,913
12,010 $
0.21 $
0.21 $
33,148 $
5,250
27,898
671
15,348
13,221
3,903
9,318 $
0.18 $
0.18 $
30,568 $
450
30,118
1,488
14,709
16,897
5,239
11,658 $
0.21 $
0.21 $
36,112 $
—
36,112
587
16,374
20,325
6,008
14,317 $
0.28 $
0.27 $
32,585 $
(500)
33,085
993
16,069
18,009
5,273
12,736 $
0.23 $
0.23 $
37,248
—
37,248
464
25,353
12,359
3,658
8,701
0.17
0.17
33,162
1,000
32,162
814
15,341
17,635
5,178
12,457
0.22
0.22
(1) The quarterly EPS amounts, when added, may not coincide with the full fiscal year EPS reported on the Consolidated Statements
of Income due to differences in the computed weighted average shares outstanding as well as rounding differences.
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22. PARENT COMPANY ONLY FINANCIAL INFORMATION
Summary parent company only financial information for the years ended December 31, 2020 and 2019 is as follows (dollars in
thousands):
CONDENSED STATEMENTS OF FINANCIAL CONDITION
ASSETS
Cash and cash equivalents
Investment in Bank
Investment in Burbank Financial, Inc.
Investment in Luther Burbank Statutory Trusts 1 & 2
Receivable from Bank
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Junior subordinated deferrable interest debentures
Other borrowings
Interest payable on junior subordinated deferrable interest debentures
Other liabilities and accrued expenses
Stockholders' equity
Total liabilities and stockholders' equity
December 31,
2020
2019
29,025 $
739,088
306
1,857
247
4
770,527 $
61,857 $
94,539
49
391
613,691
770,527 $
15,170
753,658
276
1,857
21
7
770,989
61,857
94,416
92
160
614,464
770,989
$
$
$
$
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Net interest expense
Dividend income from Bank
Other operating expense
Income before income tax benefit and undistributed net income of
subsidiaries
Income tax benefit
Income before undistributed net income of subsidiaries
Net equity in undistributed net income of subsidiaries
Net income (1)
Comprehensive income
Years Ended December 31,
2019
2020
$
$
$
(7,629) $
65,360
(301)
57,430
2,315
59,745
(19,833)
39,912 $
39,912 $
(8,671)
34,700
(315)
25,714
2,619
28,333
20,528
48,861
48,861
(1) The group files a single tax return and the subsidiaries are treated, for federal, California and Oregon tax purposes, as divisions
of a single corporation. The Company’s share of income tax expense is based on the amount which would be payable or
receivable if separate returns were filed. Accordingly, the Company’s equity in the net income of its subsidiaries, including the
Bank, are excluded from the computation of income taxes for financial statement purposes. For the years ended December 31,
2020 and 2019, the Company provided tax at the rates of 21%, 10.84% and 6.6% for federal, California and Oregon taxes,
respectively.
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CONDENSED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Net equity in undistributed net income of subsidiaries
Change in receivable from Bank
Stock based compensation
Net change in other assets and liabilities
Net cash provided by operating activities
Cash flows from financing activities:
Cash paid for dividends
Shares withheld for taxes on vested restricted stock
Shares repurchased
Net cash used in financing activities
Increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
$
111
Years Ended December 31,
2019
2020
$
39,912 $
48,861
19,833
(226)
3,535
314
63,368
(12,314)
(1,064)
(36,135)
(49,513)
13,855
15,170
29,025 $
(20,528)
—
2,993
(761)
30,565
(13,032)
(2,796)
(8,791)
(24,619)
5,946
9,224
15,170
Table of Contents
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, under the supervision and
with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design
and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based
on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this
report. See Exhibits 31 and 32 for the Certification statements issued by the Company’s Chief Executive Officer and Chief Financial Officer,
respectively.
Changes in Internal Control over Financial Reporting - There were no changes in the Company’s internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2020, that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Report on Management’s Assessment of Internal Controls over Financial Reporting - Management of the Company is responsible for
establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act). Our internal control system is a process designed to provide reasonable assurance regarding the preparation and fair
presentation of published financial statements in accordance with GAAP. All internal control systems, no matter how well designed, have
inherent limitations and can only provide reasonable assurance with respect to financial reporting.
As of December 31, 2020, management assessed the effectiveness of the Company’s internal control over financial reporting based on the
criteria for effective internal control over financial reporting established in “Internal Control-Integrated Framework,” issued by the Committee
of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management determined that the Company
maintained effective internal control over financial reporting as of December 31, 2020.
Crowe LLP, the independent registered public accounting firm, audited the consolidated financial statements of the Company included in this
Annual Report on Form 10-K. Their report is included in Part II, Item 8, under the heading “Report of Independent Registered Public
Accounting Firm.” Pursuant to SEC rules applicable to emerging growth companies, this Annual Report on Form 10-K does not include an
audit report on internal control over financial reporting from the Company's independent registered public accounting firm.
Item 9B. Other Information
None.
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Table of Contents
Item 10. Directors, Executive Officers and Corporate Governance
PART III.
The information required by this Item will be presented in, and is incorporated herein by reference to, Luther Burbank Corporation's Definitive
Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of December 31, 2020.
Item 11. Executive Compensation
The information required by this Item will be presented in, and is incorporated herein by reference to, Luther Burbank Corporation's Definitive
Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of December 31, 2020.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information regarding outstanding options and other rights to purchase or acquire common stock granted under
the Company's compensation plans as of December 31, 2020:
Equity Compensation Plan Information
Plan category
Equity compensation plans approved by security holders (1)
Equity compensation plans not approved by security holders
Total
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
Weighted average
exercise price of
outstanding
options, warrants
and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans excluding
securities reflected in
column (a)
(c)
N/A
—
—
N/A
—
—
2,102,272
—
2,102,272
(1) Consists of the Company's Omnibus Equity and Incentive Compensation Plan. For additional information, see Notes 15 and 16 to the Consolidated
Financial Statements.
The remainder of the information required by this Item will be presented in, and is incorporated herein by reference to, Luther Burbank
Corporation's Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of
December 31, 2020.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be presented in, and is incorporated herein by reference to, Luther Burbank Corporation's Definitive
Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of December 31, 2020.
Item 14. Principal Accountant Fees and Services
The information required by this Item will be presented in, and is incorporated herein by reference to, Luther Burbank Corporation's Definitive
Proxy Statement for the 2021 Annual Meeting of Shareholders which will be filed with the SEC within 120 days of December 31, 2020.
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Table of Contents
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements
PART IV.
The following consolidated financial statements of Luther Burbank Corporation and our subsidiaries and related reports of our
independent public accounting firm are incorporated by reference from Part II, Item 8. Financial Statements and Supplementary Data of
the Report.
Report of Independent Registered Public Accounting Firm - Crowe LLP
Consolidated Financial Statements
Consolidated Statements of Financial Condition as of December 31, 2020 and 2019
Consolidated Statements of Income for the years ended December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020 and 2019
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
No financial statement schedules are provided because the information called for is not applicable or not required or the required information
is shown either in the Consolidated Financial Statements or the Notes thereto.
(3) Exhibits
Exhibit
Number
Description
Filed
Herewith
Form
File No.
Exhibit
Filing Date
Incorporated by Reference
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
3.1
S-1
3.2
4.1
S-1
S-1
11/9/2017
333-221455
333-221455
333-221455
Amended and Restated Articles of Incorporation of Luther Burbank
Corporation
Amended and Restated Bylaws of Luther Burbank Corporation
Specimen Certificate for Common Stock
Pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt and preferred
securities are not filed. The Company agrees to furnish a copy thereof to the SEC upon request.
Description of Registrant's Securities
Employment Agreement, dated as of November 6, 2017 between
Luther Burbank Corporation and John G. Biggs
Employment Agreement, dated as of August 1, 2016, between
Luther Burbank Savings and Laura Tarantino
Employment Agreement, dated as of August 1, 2016, between
Luther Burbank Savings and Liana Prieto
Amended and Restated Salary Continuation Agreement, dated as
of April 25, 2006, between Luther Burbank Savings and Victor S.
Trione
First Amendment to Amended and Restated Salary Continuation
Agreement, dated as of December 5, 2008, between Luther
Burbank Savings and Victor S. Trione
to Amended and Restated Salary
Second Amendment
Continuation Agreement, dated as of May 2, 2016, between Luther
Burbank Savings and Victor S. Trione
001-38317
333-221455
11/9/2017
11/9/2017
3/11/2020
11/9/2017
333-221455
333-221455
333-221455
333-221455
333-221455
10-K
S-1
4.2
10.2
11/9/2017
11/9/2017
11/9/2017
11/9/2017
11/9/2017
10.3
10.7
10.5
10.6
10.4
S-1
S-1
S-1
S-1
S-1
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Table of Contents
Exhibit
Number
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.22
10.23
10.24
21
23.1
31.1
31.2
32.1
32.2
Description
Amended and Restated Salary Continuation Agreement, dated as
of January 1, 2005, between Luther Burbank Savings and John G.
Biggs
First Amendment to Amended and Restated Salary Continuation
Agreement, dated as of December 5, 2008, between Luther
Burbank Savings and John G. Biggs
Salary Continuation Agreement, dated as of April 25, 2006,
between Luther Burbank Savings and Laura Tarantino
First Amendment to Salary Continuation Agreement, dated as of
December 5, 2008, between Luther Burbank Savings and Laura
Tarantino
Form of Indemnification Agreement, dated November 11, 2011,
between Luther Burbank Corporation and each of John G. Biggs,
Bradley M. Shuster and Victor S. Trione, and dated August 28,
2014 between Luther Burbank Corporation and Anita Gentle
Newcomb
Form of Indemnification Agreement, dated as of November 17,
2011 between Luther Burbank Savings and John G. Biggs, Bradley
M. Shuster and Victor S. Trione, and dated August 28, 2014
between Luther Burbank Savings and Anita Gentle Newcomb
Form of Indemnification Agreement between Luther Burbank
Savings and each of Laura Tarantino (dated March 15, 2012), John
Cardamone (dated April 24, 2014) and Liana Prieto (dated August
2, 2014)
Luther Burbank Corporation Executive Change
Severance Plan
S Corp Termination and Tax Sharing Agreement
Luther Burbank Corporation Omnibus Equity and
Compensation Plan
Second Amendment
to Amended and Restated Salary
Continuation Agreement, dated as of November 6, 2017 between
Luther Burbank Savings and John G. Biggs
Retirement and Consulting Agreement and General Release of
Claims by and between Luther Burbank Corporation and John G.
Biggs, dated November 30, 2018
Employment Agreement by and between Luther Burbank
Corporation and Simone Lagomarsino, dated November 30, 2018
Amended and Restated Employment Agreement by and between
Luther Burbank Corporation and Laura Tarantino, dated November
30, 2018
Amended and Restated Employment Agreement by and between
Luther Burbank Corporation and Liana Prieto, dated November 30,
2018
Second Amendment
the Salary Continuation Agreement
between Luther Burbank Savings and Laura Tarantino, dated
November 30, 2018
Subsidiaries of the Registrant
Consent of Crowe LLP
Rule 13a-14(a) Certification of Chief Executive Officer
Rule 13a-14(a) Certification of Chief Financial Officer
Section 1350 Certification of Chief Executive Officer
Section 1350 Certification of Chief Financial Officer
in Control
Incentive
to
Incorporated by Reference
Filed
Herewith
Form
S-1
File No.
333-221455
Exhibit
10.8
Filing Date
11/9/2017
S-1
333-221455
10.9
11/9/2017
S-1
333-221455
10.10
11/9/2017
S-1
333-221455
10.11
11/9/2017
S-1
333-221455
10.12
11/9/2017
S-1
333-221455
10.13
11/9/2017
S-1
333-221455
10.14
11/9/2017
S-1
333-221455
10.15
11/9/2017
10-K
S-1
001-38317
333-221455
10.17
10.19
3/16/2018
11/9/2017
S-1
333-221455
10.21
11/9/2017
8-K
001-38317
10.1
12/6/2018
8-K
001-38317
8-K
001-38317
10.2
10.3
12/6/2018
12/6/2018
8-K
001-38317
10.4
12/6/2018
8-K
001-38317
10.5
12/6/2018
X
X
X
X
X
X
115
Incorporated by Reference
Form
File No.
Exhibit
Filing Date
Table of Contents
Exhibit
Number
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
Description
XBRL Instance Document - the instance document does not
appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definitions Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
Filed
Herewith
X
X
X
X
X
X
X
Item 16. Form 10-K Summary
Not Applicable.
116
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATED: March 11, 2021
LUTHER BURBANK CORPORATION
By: /s/ Simone Lagomarsino
Simone Lagomarsino
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Luther Burbank Corporation (the “Company”) hereby severally constitute and appoint
Simone Lagomarsino and Laura Tarantino as our true and lawful attorneys and agents, each acting alone and with full power of
substitution and re-substitution, to do any and all things in our names in the capacities indicated below which said Simone Lagomarsino or
Laura Tarantino may deem necessary or advisable to enable the Company to comply with the Securities Exchange Act of 1934, and any
rules, regulations and requirements of the Securities and Exchange Commission, in connection with the report on Form 10-K, or
amendment thereto, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated
below the report on Form 10-K, or amendment thereto; and we hereby approve, ratify and confirm all that said Simone Lagomarsino or
Laura Tarantino shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K, has been signed by the following
persons in the capacities and on the dates indicated.
Signature
Position
/s/ SIMONE LAGOMARSINO
Simone Lagomarsino
President and Chief Executive Officer,
Director (Principal Executive Officer)
/s/ LAURA TARANTINO
Laura Tarantino
/s/ VICTOR S. TRIONE
Victor S. Trione
/s/ RENU AGRAWAL
Renu Agrawal
/s/ JOHN C. ERICKSON
John C. Erickson
/s/ JACK KROUSKUP
Jack Krouskup
/s/ ANITA GENTLE NEWCOMB
Anita Gentle Newcomb
/s/ BRADLEY M. SHUSTER
Bradley M. Shuster
/s/ THOMAS C. WAJNERT
Thomas C. Wajnert
Executive Vice President and Chief Financial
Officer (Principal Financial & Accounting Officer)
Chairman
Director
Director
Director
Director
Director
Director
117
Date
March 11, 2021
March 11, 2021
March 11, 2021
March 11, 2021
March 11, 2021
March 11, 2021
March 11, 2021
March 11, 2021
March 11, 2021
LUTHER BURBANK CORPORATION
SUBSIDIARIES OF REGISTRANT
EXHIBIT 21
Name of Entity
Jurisdiction of Organization
Ownership Interest
Luther Burbank Corporation - Registrant
Luther Burbank Savings
Burbank Investor Services
Burbank Financial Inc.
Luther Burbank Statutory Trust I
Luther Burbank Statutory Trust II
California
California
California
California
Delaware
Delaware
100%
100% owned by Luther Burbank Savings
100%
100% of Common Securities
100% of Common Securities
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EXHIBIT 23.1
We consent to the incorporation by reference in the Registration Statement No. 333-221981 on Form S-8 of Luther Burbank Corporation and
Subsidiaries of our report dated March 11, 2021, relating to the consolidated financial statements, appearing in this Annual Report on Form
10-K.
Crowe LLP
Sacramento, California
March 11, 2021
LUTHER BURBANK CORPORATION
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
I, Simone Lagomarsino, certify that:
a.
I have reviewed this report on Form 10-K of Luther Burbank Corporation;
EXHIBIT 31.1
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
b.
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
c.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
d.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
e.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: March 11, 2021
By: /s/ Simone Lagomarsino
Chief Executive Officer
(Principal Executive Officer)
LUTHER BURBANK CORPORATION
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
I, Laura Tarantino, certify that:
a.
I have reviewed this report on Form 10-K of Luther Burbank Corporation;
EXHIBIT 31.2
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
b.
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
c.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report;
d.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
e.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: March 11, 2021
By: /s/ Laura Tarantino
Chief Financial Officer
(Principal Financial Officer)
LUTHER BURBANK CORPORATION
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.
EXHIBIT 32.1
I, Simone Lagomarsino, state and attest that:
1.
I am the Chief Executive Officer of Luther Burbank Corporation (the "Corporation").
2.
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
• The Annual Report on Form 10-K of the Corporation for the year ended December 31, 2020 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
• The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Corporation as of, and for, the periods presented.
Date: March 11, 2021
By: /s/ Simone Lagomarsino
Chief Executive Officer
(Principal Executive Officer)
LUTHER BURBANK CORPORATION
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.
EXHIBIT 32.2
I, Laura Tarantino, state and attest that:
1.
I am the Chief Financial Officer of Luther Burbank Corporation (the "Corporation").
2.
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
• The Annual Report on Form 10-K of the Corporation for the year ended December 31, 2020 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
• The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Corporation as of, and for, the periods presented.
Date: March 11, 2021
By: /s/ Laura Tarantino
Chief Financial Officer
(Principal Financial Officer)