2 0 1 8 A n n u a l R e p o r t
17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614
(949) 864-8000 | PPBI.com
5 Year Operating Results
2 0 1 8 A n n u a l R e p o r t
Corporate Information
2 0 1 8 A n n u a l R e p o r t
(As of and for the year ended, in millions)
Total
Loans
Total
Deposits
Net
Income
Book Value
Per Share
Branch Locations (as of December 31, 2018)
Compound Annualized
Growth Rate (CAGR)
52.64%
51.79%
65.06%
27.83%
$ 8,843
$ 6,220
$ 3,249
$ 2,263
$ 1,629
$ 8,658
$ 6,086
$ 3,146
$ 2,195
$ 1,631
$ 123.3
60.1
$
$
40.1
$ 25.5
$ 16.6
$ 31.52
$ 26.86
$ 16.54
$ 13.86
$ 11.81
Total Loans
($ in millions)
Total Deposits
($ in millions)
$8,843
$6,220
$8,658
$6,086
$9,000
$8,000
$7,000
$6,000
$5,000
$4,000
$3,000
$2,000
$1,000
$3,146
$2,195
$1,631
$3,249
$2,263
$1,629
2014
2015
2016
2017
2018
2014
2015
2016
2017
2018
Net Income
($ in millions)
$123.3
$60.1
$40.1
$25.5
$16.6
Book Value Per Share
$31.52
$26.86
$13.86
$11.81
$16.54
$35.00
$30.00
$25.00
$20.00
$15.00
$10.00
$5.00
2014
2015
2016
2017
2018
2014
2015
2016
2017
2018
2018
2017
2016
2015
2014
$9,000
$8,000
$7,000
$6,000
$5,000
$4,000
$3,000
$2,000
$1,000
$130.0
$110.0
$90.0
$70.0
$50.0
$30.0
$10.0
El Segundo
2141 Rosecrans Avenue, Suite 1100
El Segundo, CA 90245 | 310.341.2043
Orange
1045 West Katella Avenue
Orange, CA 92867 | 714.202.4644
Arizona
Phoenix
5055 North 32nd Street
Phoenix, AZ 85018 | 602.235.0778
Tucson-Broadway
4400 East Broadway
Tucson, AZ 85711 | 520.257.4111
Tucson-Oracle Road
6400 North Oracle Road
Tucson, AZ 85704 | 520.257.4152
California
Arroyo Grande
1530 East Grand Avenue
Arroyo Grande, CA 93420 | 805.202.4432
Atascadero
7480 El Camino Real
Atascadero, CA 93422 | 805.468.4733
Cambria
2255 Main Street
Cambria, CA 93428 | 805.995.4056
Corona
102 East Sixth Street, Suite 100
Corona, CA 92879 | 951.817.7429
Encinitas
781 Garden View Court, Suite 100
Encinitas, CA 92024 | 760.230.4942
Encino
16861 Ventura Boulevard, Suite 100
Encino, CA 91436 | 818.935.5342
Escondido
800 West Valley Parkway, Suite 100
Escondido, CA 92025 | 760.291.8933
Huntington Beach
19011 Magnolia Street
Huntington Beach, CA 92646 | 714.594.5404
Irvine-Main
17901 Von Karman Avenue, Suite 200
Irvine, CA 92614 | 949.336.1861
Irvine-Quartz
18200 Von Karman Avenue, Suite 150
Irvine, CA 92612 | 949.502.0593
La Jolla
875 Prospect Street
La Jolla, CA 92037 | 858.250.2990
Los Alamitos
4957 Katella Avenue, Suite B
Los Alamitos, CA 90720 | 714.252.6544
California (cont.)
Los Angeles-Brentwood
11661 San Vicente Boulevard
Los Angeles, CA 90049 | 310.574.2280
California (cont.)
Riverside-Tenth Street
3403 Tenth Street, Suite 100
Riverside, CA 92501 | 951.241.8983
Los Angeles-Farmers Market
110 South Fairfax Avenue
Los Angeles, CA 90036 | 323.302.5727
San Bernardino-Highland
1598 East Highland Avenue
San Bernardino, CA 92404 | 909.891.0005
Los Angeles-South Grand
333 South Grand Avenue
Los Angeles, CA 90071 | 213.261.9228
San Bernardino-Second Street
306 West Second Street, Suite 100
San Bernardino, CA 92401 | 909.891.0606
Manhattan Beach
1419 Highland Avenue
Manhattan Beach, CA 90266 | 310.341.0403
San Diego
501 West Broadway, Suite 550
San Diego, CA 92101 | 619.241.4260
Montebello
2417 West Whittier Boulevard
Montebello, CA 90640 | 323.215.1222
Morro Bay
898 Morro Bay Boulevard
Morro Bay, CA 93442 | 805.995.4355
Murrieta
40723 Murrieta Hot Springs Road
Murrieta, CA 92562 | 951.387.3360
Newport Beach
4667 MacArthur Boulevard, Suite 100
Newport Beach, CA 92660 | 949.274.9114
Palm Desert-El Paseo
73-745 El Paseo
Palm Desert, CA 92260 | 760.469.4718
Palm Desert-Fred Waring
78000 Fred Waring Drive, Suite 100
Palm Desert, CA 92211 | 760.610.6422
Palm Springs-Tahquitz
901 East Tahquitz Canyon Way
Palm Springs, CA 92262 | 760.660.4544
Pasadena
199 South Los Robles Avenue, Suite 130
Pasadena, CA 91101 | 626.765.3330
Paso Robles-12th Street
545 12th Street
Paso Robles-South River Road
400 South River Road
Paso Robles, CA 93446 | 805.769.9248
Redlands
201 East State Street
Redlands, CA 92373 | 909.742.7090
Corporate Headquarters
17901 Von Karman Avenue, Suite 1200
Irvine, CA 92614 | 949.864.8000
San Luis Obispo-Froom Ranch Way
1501 Froom Ranch Way
San Luis Obispo, CA 93405 | 805.762.4215
San Luis Obispo-Morro Street
1144 Morro Street
San Luis Obispo, CA 93401 | 805.762.4734
Santa Barbara
1035 State Street
Santa Barbara, CA 93101 | 805.979.4422
Santa Maria
1825 South Broadway
Santa Maria, CA 93454 | 805.332.4512
Templeton
1255 Las Tablas, Suite 101
Templeton, CA 93465 | 805.769.9232
Vista
905 South Santa Fe Avenue
Vista, CA 92083 | 760.298.5022
Nevada
Las Vegas
10777 West Twain Avenue, Suite 150
Las Vegas, NV 89135 | 702.425.3565
Washington
Vancouver
2001 Southeast Columbia River Drive
Vancouver, WA 98661 | 360.718.9056
Contact Information
Pacific Premier Bancorp, Inc.
17901 Von Karman Avenue, Suite 1200
Irvine, CA 92614 | 949.864.8000
IRinfo@ppbi.com | NASDAQ: PPBI
Paso Robles, CA 93446 | 805.769.9228
Suite 101
To Our Shareholders:
In 2000, Pacific Premier Bancorp embarked on a multi-phased strategic plan designed to transition the Company
from a troubled thrift experiencing significant losses to a dynamic commercial banking franchise. Our model is
built upon a culture that prioritizes relationship banking, robust business development efforts, and disciplined risk
management. Our transition accelerated in 2011 with the initiation of our acquisition strategy, and our first two
deals being FDIC-assisted transactions. Since these first two acquisitions, we have completed eight more
transactions that have extended our market footprint, improved our deposit base, and provided new sources for
commercial banking growth. In addition to whole bank acquisitions, we added specialty lines of business that we
believe provide unique vehicles for driving growth in commercial loans and core deposits.
At the end of 2010, Pacific Premier was a small community bank in Orange County with approximately $800
million in assets. As we stand today, following the successful execution of our organic and acquisitive growth
strategies, Pacific Premier is one of the leading commercial banking franchises on the West Coast with nearly $12
billion in assets, a deep presence across Southern California and the Central Coast, and a growing footprint in
additional high-growth markets in Arizona, Nevada, and Washington. We believe that we have a high-quality,
diverse loan portfolio across a broad array of industries, as well as a low-cost commercial deposit base that includes
40% non-interest bearing demand accounts, which we believe is a strong reflection of our relationship-based
business model.
Our disciplined focus on protecting our net interest margin, maximizing efficiencies, and maintaining strong credit
quality has enabled us to grow profitably and create value for our shareholders in the process. From 2010 through
2018, we grew our tangible book value per share at a compounded annual rate of more than 10%. We have
consistently produced returns that place us among the best performing banks in the industry. As a result of our
performance, we have been recognized as one of the leading banks in the country in annual rankings published by
S&P Global Market Intelligence, Raymond James, and Sandler O’Neill. In early 2019, we ranked #11 on the
Forbes list of America’s Best Banks, based in part on our growth, credit quality, and profitability.
2018 in Review
2018 was another busy and productive year for Pacific Premier. During the first half of the year, we completed the
system conversion and integration of Plaza Bancorp. We also conducted due diligence, negotiated, and signed the
definitive agreement to acquire Grandpoint Capital. We received regulatory and shareholder approvals and closed
the Grandpoint deal in just over four months. This demonstrated our ability to efficiently close acquisitions with
minimal disruptions and to quickly begin realizing the benefits of the combined organizations. Later in the year,
we completed the integration and system conversion for Grandpoint. At the same time, we completed our
preparation for meeting the heightened regulatory requirements associated with surpassing the $10 billion asset
threshold. Although these regulatory requirements recently have been relaxed somewhat, we believe the
enhancements we made in anticipation of becoming subject to more stringent regulatory requirements have made us
a stronger institution and will benefit Pacific Premier and its shareholders over the long term. While executing on
all of these major projects, we continued to produce superior financial results.
Some of the notable financial highlights from 2018 include:
• More than doubling our net income to $123.3 million, despite incurring more than $18 million in merger-
related expense;
• Generating $2.26 in earnings per diluted share, an increase of 45% over 2017;
• Growing total loans and deposits by 43% and 42%, respectively; and
• Continuing to have exceptional credit quality with net charge-offs totaling just 0.01% of average loans
during 2018.
The addition of Grandpoint in 2018 has strengthened our franchise in a variety of ways. The Grandpoint acquisition
expanded our presence in Los Angeles, increased our market share in San Diego County, and gave us our initial
footholds in high-growth markets in Arizona and Washington. We added an attractive low-cost deposit base with
more than $2 billion of non-maturity deposits and a strong group of commercial clients with growing businesses
that provides opportunities to expand our relationships in the future as we offer a broader set of products and
services.
With Grandpoint, we also added a highly-experienced team of commercial bankers supported by a talented group of
managers and operations personnel. Both organizations are learning from each other, and we continue to identify
opportunities to enhance our collective approach to business development and client services. For example, we
believe Grandpoint’s decentralized, regional-based approach to loan production and workflow processing moves
the decision-making process closer to our clients, enabling us to be more nimble in addressing our clients’ needs.
We have adopted this structure throughout our organization.
Entering the Next Phase of our Strategic Plan
As I mentioned at the start of this letter, the strategic plan we adopted in 2000 consisted of multiple phases. From
2011 through 2018, we leveraged our high-performing sales culture and accretive acquisitions to add scale,
improved our asset and liability mix, and created a market footprint that enhanced the scarcity value of our
franchise. During that time period, and particularly over the past two years, we made significant investments in our
infrastructure to support a larger organization. Now that we are through that investment phase and operating as a
nearly $12 billion financial institution, we have started to transition the Company to the next phase of our strategic
plan.
Given our highly-productive sales process, we expect to add new clients and generate growth in loans and deposits
that compares favorably to our peer group, while maintaining our disciplined focus on pricing, enterprise risk
management, and strong underwriting. We anticipate our organic balance sheet growth may be lower than our
historical rates because of our larger scale and the evolving and highly-competitive deposit market. However, we
expect future earnings growth to be generated through a combination of solid organic balance sheet growth,
realizing further operating leverage from our larger scale, and continuing to make accretive acquisitions. If we
continue to successfully execute on our M&A strategy, including leveraging the expertise we have developed in
integrating 10 other banking organizations since 2011, we fully expect that we will maximize the available
synergies and the value that accrues to our shareholders from our transactions. We believe this formula will drive
profitable growth, while enabling us to remain a high-performing institution.
We also believe it is an appropriate time for the Company to reevaluate capital allocation. Given the strong returns
we produce, along with our commitment to effective capital management, we have initiated the payment of a
quarterly cash dividend. The significant amount of capital being generated from our operations, coupled with our
strong risk management culture, provides us the flexibility to return capital to shareholders, while simultaneously
supporting our organic and acquisitive growth. Through this disciplined approach to managing the business, we
believe we are well positioned to create additional value for our shareholders in the years ahead.
Steve R. Gardner
Chairman, President and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
Commission File No.: 0-22193
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
(I.R.S. Employer Identification No)
33-0743196
17901 Von Karman Avenue, Suite 1200, Irvine, California 92614
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (949) 864-8000
----------------
Securities registered pursuant to Section 12(b) of the Act:
Title of class
Name of each exchange on which registered
Common Stock, par value $0.01 per share
NASDAQ Global Select Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [__]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [__] No [X]
Securities registered pursuant to Section 12(g) of the Act: None
----------------
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act (Check one).
Large accelerated filer
[ X ]
Accelerated filer
Non-accelerated filer
[ ]
(Do not check if a smaller reporting company)
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 is a shell company (as defined in Rule 12b-2 of the Act). Yes [__] No [X]
The aggregate market value of the voting stock held by non-affiliates of the registrant, i.e., persons other than directors and executive officers
of the registrant, was approximately $1.8 billion and was based upon the last sales price as quoted on the NASDAQ Stock Market as of June
30, 2018, the last business day of the most recently completed second fiscal quarter.
As of February 22, 2019, the Registrant had 62,496,827 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K will be found in the Company’s
definitive proxy statement for its 2019 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, and such information is incorporated herein by this reference.
(cid:3)
INDEX
PART I
ITEM 1. BUSINESS
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURES
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
3
22
37
37
38
38
38
39
39
42
44
74
76
150
150
151
152
152
152
152
152
152
153
153
156
2
[This page intentionally left blank]
PART I
ITEM 1. BUSINESS
Forward-Looking Statements
All references to “we,” “us,” “our,” “Pacific Premier” or the “Company” mean Pacific Premier Bancorp,
Inc. and our consolidated subsidiaries, including Pacific Premier Bank, our primary operating subsidiary. All
references to the ‘‘Bank’’ refer to Pacific Premier Bank. All references to the “Corporation” refer to Pacific Premier
Bancorp, Inc.
This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements represent plans,
estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of our beliefs
concerning future events, business plans, objectives, expected operating results and the assumptions upon which
those statements are based. Forward-looking statements include, without limitation, any statement that may predict,
forecast, indicate or imply future results, performance or achievements, and are typically identified with words such
as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” or
words or phases of similar meaning. We caution that the forward-looking statements are based largely on our
expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change
based on factors, which are in many instances, beyond our control. Actual results, performance or achievements
could differ materially from those contemplated, expressed or implied by the forward-looking statements.
The following factors, among others, could cause our financial performance to differ materially from that
expressed in such forward-looking statements:
• The strength of the United States economy in general and the strength of the local economies in which
we conduct operations;
• The effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate
policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”);
Inflation/deflation, interest rate, market and monetary fluctuations;
•
• The effect of acquisitions we may make, such as our recent acquisition of Grandpoint Capital Inc.,
including, without limitation, the failure to achieve the expected revenue growth and/or expense savings
from such acquisitions, and/or the failure to effectively integrate an acquisition target into our operations;
• The timely development of competitive new products and services and the acceptance of these products
and services by new and existing customers;
• The impact of changes in financial services policies, laws and regulations, including those concerning
taxes, banking, securities and insurance, and the application thereof by regulatory bodies;
• The effectiveness of our risk management framework and quantitative models;
• Changes in the level of our nonperforming assets and charge-offs;
• The effect of changes in accounting policies and practices, 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 or other accounting standards
setters;
• Possible other-than-temporary impairments (“OTTI”) of securities held by us;
• The impact of current governmental efforts to restructure the U.S. financial regulatory system, including
any amendments to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank
Act”);
• Changes in consumer spending, borrowing and savings habits;
• The effects of our lack of a diversified loan portfolio, including the risks of geographic and industry
concentrations;
• Our ability to attract deposits and other sources of liquidity;
3
• The possibility that we may reduce or discontinue the payments of dividends on common stock;
• Changes in the financial performance and/or condition of our borrowers;
• Changes in the competitive environment among financial and bank holding companies and other
financial service providers;
• Geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or
other governments in response to acts or threats of terrorism and/or military conflicts, which could
impact business and economic conditions in the United States and abroad;
• Cybersecurity threats and the cost of defending against them, including the costs of compliance with
potential legislation to combat cybersecurity at a state, national or global level;
• Unanticipated regulatory or legal proceedings; and
• Our ability to manage the risks involved in the foregoing.
If one or more of the factors affecting our forward-looking information and statements proves incorrect,
then our actual results, performance or achievements could differ materially from those expressed in, or implied by,
forward-looking information and statements contained in this Annual Report on Form 10-K and other reports and
registration statements filed by us with the SEC. Therefore, we caution you not to place undue reliance on our
forward-looking information and statements. We will not update the forward-looking statements to reflect actual
results or changes in the factors affecting the forward-looking statements. Forward-looking information and
statements should not be viewed as predictions, and should not be the primary basis upon which investors evaluate
us. Any investor in our common stock should consider all risks and uncertainties disclosed in our filings with the
SEC, all of which are accessible on the SEC’s website at http://www.sec.gov.
Overview
We are a California-based bank holding company incorporated in 1997 in the State of Delaware and a
registered bank holding company under the Bank Holding Company Act of 1956, as amended (“BHCA”). Our
wholly-owned subsidiary, Pacific Premier Bank, is a California state-chartered commercial bank. The Bank was
founded in 1983 as a state-chartered thrift and subsequently converted to a federally-chartered thrift in 1991. The
Bank converted to a California-chartered commercial bank and became a member of the Federal Reserve System in
March of 2007. The Bank is a member of the Federal Home Loan Bank of San Francisco (“FHLB”), which is a
member bank of the Federal Home Loan Bank System. The Bank’s deposit accounts are insured by the Federal
Deposit Insurance Corporation (“FDIC”) up to the maximum amount currently allowable under federal law. The
Bank is currently subject to examination and regulation by the Federal Reserve Bank (“FRB”), the California
Department of Business Oversight-Division of Financial Institutions (“DBO”), the Consumer Financial Protection
Bureau (“CFPB”) and the FDIC.
We are a growth company keenly focused on building shareholder value through consistent earnings and
creating franchise value. Our growth is derived both organically and through acquisitions of financial institutions
and lines of business that complement commercial business banking strategy. The Bank’s primary target market is
small and middle market businesses.
We primarily conduct business throughout California from our 44 full-service depository branches in the
counties of Orange, Los Angeles, Riverside, San Bernardino, San Diego, San Luis Obispo and Santa Barbara,
California as well as markets in Pima and Maricopa Counties, Arizona, Clark County, Nevada and Clark County,
Washington.
We provide banking services within our targeted markets to businesses, including the owners and
employees of those businesses, professionals, real estate investors and non-profit organizations. Additionally, we
provide certain banking services nationwide. We provide customized cash management, electronic banking services
and credit facilities to Homeowners’ Associations (“HOA”) and HOA management companies nationwide. We
provide U.S. Small Business Administration (“SBA”) loans nationwide, which provide entrepreneurs and small
business owners access to loans needed for working capital and continued growth. In addition, we offer loans and
4
other services nationwide to experienced owner-operator franchisees in the quick service restaurant (“QSR”)
industry.
Through our branches and our internet website at www.ppbi.com, we offer a broad array of deposit
products and services, including checking, money market and savings accounts, cash management services,
electronic banking services, and on-line bill payment. We also offer a wide array of loan products, such as
commercial business loans, lines of credit, SBA loans, commercial real estate (“CRE”) loans, agribusiness loans,
home equity lines of credit, construction loans, farmland and consumer loans. At December 31, 2018, we had
consolidated total assets of $11.49 billion, net loans of $8.80 billion, total deposits of $8.66 billion, and
consolidated total stockholders’ equity of $1.97 billion. At December 31, 2018, the Bank was considered a “well-
capitalized” financial institution for regulatory capital purposes.
The Corporation’s common stock is traded on the NASDAQ Global Select Market under the ticker
symbol “PPBI.” There are 150 million authorized shares of the Corporation’s common stock, with approximately
62.5 million shares outstanding as of December 31, 2018. The Corporation has an additional 1.0 million authorized
shares of preferred stock, none of which has been issued to date.
Our executive offices are located at 17901 Von Karman Avenue, Suite 1200, Irvine, California 92614,
and our telephone number is (949) 864-8000. Our internet website address is www.ppbi.com. Our Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and all amendments thereto,
that have been filed with the SEC are available free of charge on our website. Also on our website are our Code of
Business Conduct and Ethics, Share Ownership and Insider Trading and Disclosure Policy, Corporate Governance
Policy and beneficial ownership forms for our executive officers and directors, as well as the charters for our Audit
Committee, Compensation Committee, Governance Committee and Enterprise Risk Management Committee. The
information contained in our website or in any websites linked by our website is not a part of this Annual Report on
Form 10-K.
Recent Acquisition
Grandpoint Capital, Inc. Acquisition — Effective as of July 1, 2018, the Company completed the
acquisition of Grandpoint Capital, Inc. (“Grandpoint”), the holding company of Grandpoint Bank, a California-
chartered bank headquartered in Los Angeles, California, pursuant to the terms of a definitive agreement entered
into by the Corporation and Grandpoint on February 9, 2018. As a result of the Grandpoint acquisition, the Bank
acquired approximately $3.05 billion in total assets, $2.40 billion in gross loans and $2.51 billion in total deposits
as of the date of the acquisition.
Pursuant to the terms of the definitive agreement, each outstanding share of Grandpoint voting common
stock and Grandpoint non-voting common stock was converted into the right to receive 0.4750 shares of the
Corporation’s common stock. The value of the total transaction consideration was approximately $601.2 million
after approximately $28.1 million in aggregate cash consideration payable to holders of Grandpoint share-based
compensation awards by Grandpoint. The transaction consideration represented the issuance of 15,758,089 shares
of the Corporation’s common stock, valued at $38.15 per share, which was the closing price of the Corporation’s
common stock on June 29, 2018, the last trading day prior to the consummation of the acquisition.
The Grandpoint acquisition was accounted for using the acquisition method of accounting and,
accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value
on the acquisition date, in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 805,
Business Combinations. The fair values of the assets acquired and liabilities assumed were determined based on the
requirements of FASB ASC Topic 820: Fair Value Measurements and Disclosures. Such fair values are preliminary
estimates and subject to refinement for up to one year after the closing date of acquisition as additional information
relative to the closing date fair values becomes available and such information is considered final, whichever is
earlier. Fair value adjustments will be finalized no later than July 2019.
5
The integration and system conversion of Grandpoint was completed in October 2018.
For additional information regarding the acquisition of Grandpoint, see “Note 26. Acquisitions” of the
Notes to the Consolidate Financial Statements contained in “Item 8. Financial Statements and
Supplementary Data.”
Our Strategic Plan
Our strategic plan is focused on generating organic growth through our high performing sales culture.
Additionally, we seek to grow through mergers and acquisitions of banks and the acquisition of lines of business
that complement our business banking strategy.
Our two key operating strategies are summarized as follows:
• Expansion through Organic Growth. Over the past several years, we have developed a high
performing sales culture that places a premium on business bankers who have the ability to
consistently generate business with new and existing clients. Business unit managers that possess in-
depth product knowledge and expertise in their respective lines of business systematically manage
the business development efforts through the use of sales and relationship management technology
tools.
• Expansion through Acquisitions. Our acquisition strategy is twofold: first, we seek to acquire whole
banks within and contiguous to the State of California to expand geographically and/or to
consolidate in our existing markets; and second, we seek to acquire lines of business that will
complement our existing business banking strategy. We have completed ten acquisitions since 2010,
the first two of which were FDIC-assisted transactions and all other bank transactions were open
bank, arm’s length negotiated transactions: Canyon National Bank (“CNB”) (geographic expansion,
closed February 2011), Palm Desert National Bank (“PDNB”) (in market consolidation, closed April
2012), First Associations Bank (“FAB”) (nationwide HOA line of business, closed March 2013), San
Diego Trust Bank (“SDTB”) (geographic expansion, closed June 2013), Infinity Franchise Holdings,
LLC and Infinity Franchise Capital (collectively, “Infinity”) (nationwide lender to franchisees in the
QSR industry, closed January 2014), Independence Bank (“IDPK”) (geographic expansion, closed
January 2015), Security Bank of California (“SCAF”) (geographic expansion, closed January 2016),
Heritage Oaks Bancorp (“HEOP”) (geographic expansion, closed April 2017), Plaza Bancorp
(“PLZZ”) (geographic expansion, closed November 2017) and Grandpoint (geographic expansion,
closed July 2018). We intend to continue to pursue acquisitions of open banks and other non-
depository businesses that meet our criteria, though there can be no assurances that we will identify
or consummate any such acquisitions, or should we do so, that any or all of those acquisitions will
produce the intended results.
6
Lending Activities
General. In 2018, we maintained our commitment to a high level of credit quality in our lending
activities. Our core lending business continues to focus on meeting the financial needs of local businesses and their
owners. To that end, the Company offers a full complement of flexible and structured loan products tailored to meet
the diverse needs of our small and middle market commercial customers.
During 2018, we made or purchased loans to borrowers secured by real property and business assets
located principally in California, our primary market area, as well as in certain markets in the states of Arizona,
Nevada, and Washington where we also have depository and lending offices. We made select loans, primarily QSR
franchise loans, SBA guaranteed loans and loans to HOAs, throughout the United States. We emphasize relationship
lending and focus on generating loans with customers who also maintain full depository relationships with us.
These efforts assist us in establishing and expanding depository relationships consistent with the Company’s
strategic direction. We maintain internal lending limits below our $526.0 million legal lending limit for secured
loans and $315.0 million legal lending limit for unsecured loans as of December 31, 2018. At December 31, 2018,
the Bank’s largest aggregate outstanding balance of loans to one borrower was $131.0 million of secured credit.
Historically, we have managed loan concentrations by selling certain loans, primarily commercial non-owner
occupied CRE and multi-family residential loan production. We have also focused on selling the guaranteed portion
of SBA loans due to the historically attractive premiums in the market, which gains on sale increase our noninterest
income. Other types of loan sales remain a strategic option for us.
During 2018, we generated $2.35 billion of new loan commitments and $1.62 billion of new loan
funding, including $533.2 million and $201.4 million of commercial and industrial (“C&I”) loans, respectively,
$283.7 million and $219.5 million of franchise loans, respectively, $315.4 million and $312.8 million of owner
occupied CRE loans, respectively, $139.8 million and $137.1 million of SBA loans, respectively, $59.7 million and
$38.1 million of agribusiness loans, respectively, $372.3 million and $370.3 million of non-owner occupied CRE
loans, respectively, $220.5 million and $209.7 million of multi-family real estate loans, respectively, $46.0 million
and $32.4 million of one-to-four family real estate loans, respectively, $326.2 million and $57.6 million of
construction loans, respectively, $20.4 million and $16.8 million of farmland loans, respectively, $12.0 million and
$10.5 million of land loans, respectively, and $24.0 million and $10.7 million of consumer loans. During the same
period, the acquisition of Grandpoint added $2.40 billion of loans in the third quarter of 2018 before fair value
adjustments. At December 31, 2018, we had $8.85 billion in total gross loans held for investment outstanding.
Commercial and Industrial Lending. We originate C&I loans secured by business assets including
inventory, receivables, and machinery and equipment to businesses located in our primary market areas. Loan types
include revolving lines of credit, term loans, seasonal loans and loans secured by liquid collateral such as cash
deposits or marketable securities. HOA credit facilities are included in C&I loans. We also issue letters of credit on
behalf of our customers, backed by deposits or other collateral with the Company. At December 31, 2018, C&I
loans totaled $1.36 billion, constituting 15.4% of our gross loans held for investment. At December 31, 2018, we
had commitments to extend additional credit on C&I loans of $1.12 billion.
Franchise Lending. We originate loans to franchises in the QSR industry nationwide, including
financing for equipment, real estate, new store development, remodeling, refinancing, acquisition and partnership
restructuring. At December 31, 2018, franchise loans totaled $765.4 million, constituting 8.7% of our gross loans
held for investment.
Commercial Owner-Occupied Business Lending. We originate and purchase loans secured by owner-
occupied CRE, such as small office and light industrial buildings, and mixed-use commercial properties located in
our primary market areas. We also make loans secured by special purpose properties, such as gas stations and
churches. Pursuant to our underwriting policies, owner-occupied CRE loans may be made in amounts of up to 80%
of the lesser of the appraised value or the purchase price of the collateral property. Loans are generally made for
terms up to 25 years with amortization periods up to 25 years. At December 31, 2018, we had $1.68 billion of
owner-occupied CRE secured loans, constituting 19.0% of our gross loans held for investment.
7
SBA Lending. We are approved to originate loans under the SBA’s Preferred Lenders Program (“PLP”).
The PLP lending status affords us a higher level of delegated credit autonomy, translating to a significantly shorter
time-line from application to funding, which is critical to our marketing efforts. We originate loans nationwide
under the SBA’s 7(a), SBAExpress, International Trade and 504 loan programs, in conformity with SBA
underwriting and documentation standards. The guaranteed portion of the 7(a) loans is typically sold on the
secondary market. At December 31, 2018, we had $193.9 million of SBA loans, constituting 2.2% of our gross
loans held for investment.
Agribusiness and Farmland. We originate loans to the agricultural community to fund seasonal
production and longer term investments in land, buildings, equipment, crops and livestock. Agribusiness loans are
for the purpose of financing agricultural production, specifically crops and livestock. Farmland loans include all
land known to be used or usable for agricultural purposes, such as crop and livestock production, and is secured by
the land and improvements thereon. At December 31, 2018, agribusiness loans totaled $138.5 million, constituting
1.6% of our gross loans held for investment. At December 31, 2018, we had $150.5 million of farmland loans,
constituting 1.7% of our gross loans held for investment.
Commercial Non-Owner Occupied Real Estate Lending. We originate and purchase loans that are
secured by CRE, such as retail centers, small office and light industrial buildings, and mixed-use commercial
properties located in our primary market areas that are not occupied by the borrower. We also make loans secured
by special purpose properties, such as hotels and self-storage facilities. Pursuant to our underwriting practices, non-
owner occupied CRE loans may be made in amounts up to 75% of the lesser of the appraised value or the purchase
price of the collateral property. We consider the net operating income of the property and typically require a
stabilized debt service coverage ratio of at least 1.20:1, based on the qualifying loan interest rate. Loans are
generally made for terms from 10 years up to 25 years, with amortization periods up to 25 years. At December 31,
2018, we had $2.00 billion of non-owner occupied CRE secured loans, constituting 22.6% of our gross loans held
for investment.
Multi-family Residential Lending. We originate and purchase loans secured by multi-family residential
properties (five units and greater) located in our primary market areas. Pursuant to our underwriting practices,
multi-family residential loans may be made in an amount up to 75% of the lesser of the appraised value or the
purchase price of the collateral property. In addition, we generally require a stabilized minimum debt service
coverage ratio of at least 1.15:1, based on the qualifying loan interest rate. Loans are made for terms of up to 30
years with amortization periods up to 30 years. At December 31, 2018, we had $1.54 billion of multi-family real
estate secured loans, constituting 17.4% of our gross loans held for investment.
One-to-Four Family Real Estate Lending. Although we do not originate traditional consumer single
family residential mortgages, we have acquired single family residential mortgages through our bank acquisitions.
Our portfolio of one-to-four family loans at December 31, 2018 totaled $356.3 million, constituting 4.0% of our
gross loans held for investment, of which $306.3 million consists of loans secured by first liens on real estate and
$50.0 million consists of loans secured by second or junior liens on real estate.
Construction Lending. We originate loans for the construction of 1-4 family homes, multi-family
residences and CRE properties in our market areas. We concentrate our1-4 family construction lending on single
homes and small infill projects in established neighborhoods where there is not abundant land available for
development. Multi-family and commercial construction loans are made to experienced developers for projects with
strong market demand. Pursuant to our underwriting practices, construction loans may be made in an amount up to
the lesser of 80% of the completed value of or 85% of the cost to build the collateral property. Loans are made
solely for the term of construction, generally less than 24 months. We require that the owner’s equity is injected
prior to the funding of the loan. At December 31, 2018, construction loans totaled $523.6 million, constituting 5.9%
of our gross loans, and we had commitments to extend additional construction credit of $420.7 million.
8
Land Loans. We occasionally originate land loans located in our primary market areas for the purpose of
facilitating the ultimate construction of a home or commercial building. We do not originate loans to facilitate the
holding of land for speculative purposes. At December 31, 2018, land loans totaled $46.6 million, constituting 0.5%
of our gross loans.
Consumer Loans. We originate a limited number of consumer loans, generally for existing banking
customers only, which consist primarily of small balance personal unsecured loans and savings account secured
loans. Before we make a consumer loan, we assess the applicant’s ability to repay the loan and, if applicable, the
value of the collateral securing the loan. At December 31, 2018, we had $89.4 million in consumer loans, which
represented less than 1.0% of our gross loans.
Sources of Funds
General. Deposits, loan repayments and prepayments, and cash flows generated from operations and
borrowings are the primary sources of the Company’s funds for use in lending, investing and other general
purposes.
Deposits. Deposits represent our primary source of funds for our lending and investing activities. The
Company offers a variety of deposit accounts with a range of interest rates and terms. The deposit accounts are
offered through our 44 full depository branch network in California and Nevada, including our Irvine, California
branch, which serves our nationwide HOA Banking unit located in Dallas, Texas. The Company’s deposits consist
of checking accounts, money market accounts, passbook savings, and certificates of deposit. The flow of deposits is
influenced significantly by general economic conditions, changes in money market rates, prevailing interest rates
and competition. The terms of the fixed-rate certificates of deposit offered by the Company vary from three months
to five years. Specific terms of an individual account vary according to the type of account, the minimum balance
required, the time period funds must remain on deposit and the interest rate, among other factors. Total deposits at
December 31, 2018 were $8.66 billion, compared to $6.09 billion at December 31, 2017. At December 31, 2018,
certificates of deposit constituted 16.3% of total deposits, compared to 17.8% at December 31, 2017. At
December 31, 2018, we had $1.11 billion of certificate of deposit accounts maturing in one year or less.
We primarily rely on customer service, sales and marketing efforts, business development, cross selling
of deposit products to loan customers, and long-standing relationships with customers to attract and retain local
deposits. However, market interest rates and rates offered by competing financial institutions significantly affect the
Company’s ability to attract and retain deposits. Additionally, from time to time, we will utilize both wholesale and
brokered deposits to supplement our generation of deposits from businesses and consumers. At December 31, 2018,
we had $401.6 million in brokered deposits that were raised to supplement and diversify our deposit funding and
support our interest rate risk management strategies. The brokered deposits had a weighted average maturity of 5
months and an all-in cost of 233 basis points.
Subsidiaries
The Bank, a California state-chartered commercial bank, is a wholly-owned, consolidated subsidiary of
the Corporation. The Corporation also has four unconsolidated Delaware statutory trust subsidiaries, PPBI Statutory
Trust I, Heritage Oaks Capital Trust II, Mission Community Capital Trust I and Santa Lucia Bancorp (CA) Capital
Trust, and one unconsolidated Connecticut statutory trust subsidiary, First Commerce Bancorp Statutory Trust I. All
are used as business trusts in connection with the issuance of trust-preferred securities. These business trusts are
described in more detail in “Note 13. Subordinated Debentures” in Item 8 of this Form 10-K.
9
Personnel
As of December 31, 2018, we had 1,016 full-time employees and 14 part-time employees. The
employees are not represented by a collective bargaining unit and we consider our relationship with our employees
to be satisfactory.
Competition
We consider our Bank to be a community bank focused on the commercial banking business, with our
primary market encompassing California. To a lesser extent, we also compete in several broader regional and
national markets through our HOA Banking, SBA, Franchise Lending and CRE and multi-family lines of business.
The banking business is highly competitive with respect to virtually all products and services. The
industry continues to consolidate, and unregulated competitors in the banking markets have focused products
targeted at highly profitable customer segments. Many largely unregulated competitors are able to compete across
geographic boundaries and provide customers increasing access to meaningful alternatives to nearly all significant
banking services and products.
The banking business is dominated by a relatively small number of major banks with many offices
operating over a wide geographical area. These banks have, among other advantages, the ability to finance wide-
ranging and effective advertising campaigns, and to allocate their resources to regions of highest yield and demand.
Many of the national or super-regional banks operating in our primary market area offer certain services that we do
not offer directly but may offer indirectly through correspondent institutions. By virtue of their greater total
capitalization, the national or super-regional banks also have significantly higher lending limits than us.
In addition to other local community banks, our competitors include commercial banks, savings banks,
credit unions, and numerous non-banking institutions, such as finance companies, leasing companies, insurance
companies, brokerage firms and investment banking firms. Increased competition has also developed from
specialized finance and non-finance companies that offer wholesale finance, credit card, and other consumer
finance services, including on-line banking services and personal financial software. Strong competition for deposit
and loan products affects the rates of those products, as well as the terms on which they are offered to customers.
Mergers between financial institutions have placed additional pressure on banks within the industry to streamline
their operations, reduce expenses, and increase revenues to remain competitive.
Technological innovations have also resulted in increased competition in the financial services market.
Such innovation has, for example, made it possible for non-depository institutions to offer customers automated
transfer payment services that previously were considered traditional banking products. In addition, many
customers now expect a choice of delivery systems and channels, including telephone, mobile phones, mail, home
computers, ATMs, self-service branches, and/or in-store branches. The sources of competition in such products
include commercial banks, as well as credit unions, brokerage firms, money market and other mutual funds, asset
management groups, finance and insurance companies, internet-only financial intermediaries and mortgage banking
firms.
We work to anticipate and adapt to competitive conditions, whether developing and marketing
innovative products and services, adopting or developing new technologies that differentiate our products and
services, or providing highly personalized banking services. We strive to distinguish ourselves from other
community banks and financial services providers in our marketplace by providing a high level of service to
enhance customer loyalty and to attract and retain business. However, no assurances can be given that our efforts to
compete in our market areas will continue to be successful.
10
Supervision and Regulation
General. Bank holding companies, such as the Corporation, and banks, such as the Bank, are subject to
extensive regulation and supervision by federal and state regulators. Various requirements and restrictions under
state and federal law affect our operations, including reserves against deposits, ownership of deposit accounts,
loans, investments, mergers and acquisitions, borrowings, dividends, locations of branch offices and capital
requirements. The following is a summary of certain statutes and rules applicable to us. This summary is qualified
in its entirety by reference to the particular statute and regulatory provision referred to below and is not intended to
be an exhaustive description of all applicable statutes and regulations.
As a bank holding company, the Corporation is subject to regulation and supervision by the Federal
Reserve. We are required to file with the Federal Reserve quarterly and annual reports and such additional
information as the Federal Reserve may require pursuant to the BHCA. The Federal Reserve may conduct
examinations of bank holding companies and their subsidiaries. The Corporation is also a bank holding company
within the meaning of the California Financial Code (the “Financial Code”). As such, the Corporation and its
subsidiaries are subject to examination by, and may be required to file reports with, the DBO.
Under changes made by the Dodd-Frank Act, a bank holding company must act as a source of financial
and managerial strength to each of its subsidiary banks and to commit resources to support each such subsidiary
bank. In order to fulfill its obligations as a source of strength, the Federal Reserve may require a bank holding
company to make capital injections into a troubled subsidiary bank. In addition, the Federal Reserve may charge the
bank holding company with engaging in unsafe and unsound practices if the bank holding company fails to commit
resources to a subsidiary bank or if it undertakes actions that the Federal Reserve believes might jeopardize the
bank holding company’s ability to commit resources to such subsidiary bank. The Federal Reserve also has the
authority to require a bank holding company to terminate any activity or to relinquish control of a nonbank
subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve’s determination that such activity
or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank
holding company.
The CFPB is granted broad rulemaking, supervisory and enforcement powers under various federal
consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate
Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy
provisions of the Gramm-Leach-Bliley Act and certain other statutes. The CFPB has examination and primary
enforcement authority with respect to depository institutions with $10 billion or more in assets, such as the Bank,
which is our subsidiary depository institution. The CFPB has authority to prevent unfair, deceptive or abusive
practices in connection with the offering of consumer financial products. The CFPB has issued regulatory guidance
and has proposed, or will be proposing, regulations on issues that directly relate to our business. Although it is
difficult to predict the full extent to which the CFPB’s final rules impact the operations and financial condition of
the Bank, such rules may have a material impact on the Bank’s compliance costs, compliance risk and fee income.
As a California state-chartered commercial bank and member of the Federal Reserve System, the Bank is
subject to supervision, periodic examination and regulation by the DBO and the Federal Reserve. The Bank’s
deposits are insured by the FDIC through the Deposit Insurance Fund (“DIF”). Pursuant to the Dodd-Frank Act,
federal deposit insurance coverage was permanently increased to $250,000 per depositor for all insured depository
institutions. As a result of this deposit insurance function, the FDIC also has certain supervisory authority and
powers over the Bank as well as all other FDIC insured institutions. If, as a result of an examination of the Bank,
the regulators should determine that the financial condition, capital resources, asset quality, earnings, management,
liquidity or other aspects of the Bank’s operations are unsatisfactory or that the Bank or our management is
violating or has violated any law or regulation, various remedies are available to the regulators. Such remedies
include the power to enjoin unsafe or unsound practices, to require affirmative action to correct any conditions
resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an
increase in capital, to restrict growth, to assess civil monetary penalties, to remove officers and directors, and
11
ultimately, request the FDIC terminate the Bank’s deposit insurance. As a California-chartered commercial bank,
the Bank is also subject to certain provisions of California law.
Legislative and regulatory initiatives, which necessarily impact the regulation of the financial services
industry, are introduced from time-to-time. We cannot predict whether or when potential legislation or new
regulations will be enacted, and if enacted, the effect that new legislation or any implemented regulations and
supervisory policies would have on our financial condition and results of operations. Moreover, bank regulatory
agencies can be more aggressive in responding to concerns and trends identified in examinations, which could
result in an increased issuance of enforcement actions to financial institutions requiring action to address credit
quality, liquidity and risk management and capital adequacy, as well as other safety and soundness concerns.
Dodd-Frank Act
The Dodd-Frank Act, which was signed into law in July 2010, implemented far-reaching changes across
the financial regulatory landscape, including provisions that, among other things, repealed the federal prohibitions
on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business
transaction and other accounts, and increased the authority of the Federal Reserve to examine bank holding
companies, such as the Corporation, and their non-bank subsidiaries.
Many aspects of the Dodd-Frank Act continue to be subject to rulemaking and have yet to take full
effect, making it difficult to anticipate the overall financial impact on the Company, its customers or the financial
industry generally. Provisions in the legislation that affect deposit insurance assessments, payment of interest on
demand deposits and interchange fees could increase the costs associated with deposits as well as place limitations
on certain revenues those deposits may generate.
In 2017, both the U.S. House of Representatives and the U.S. Senate introduced legislation that would
repeal or modify provisions of the Dodd-Frank Act and significantly impact financial services regulation. In May
2018, certain provisions of these bills were signed into law as part of the Economic Growth, Regulatory Relief and
Consumer Protection Act (the “Economic Growth Act”) and repealed or modified significant portions of the Dodd-
Frank Act. Specifically, the Economic Growth Act delayed implementation of rules related to the Home Mortgage
Disclosure Act, reformed and simplified certain Volcker Rule requirements, and raised the threshold for applying
enhanced prudential standards to bank holding companies with total consolidated assets equal to or greater than $50
billion to those with total consolidated assets equal to or greater than $250 billion. While recent federal legislation,
including the Economic Growth Act, has scaled back portions of the Dodd-Frank Act, uncertainty about the timing
and scope of such changes, as well as the cost of complying with a new regulatory regime, remains.
Activities of Bank Holding Companies. The activities of bank holding companies are generally limited
to the business of banking, managing or controlling banks, and other activities that the Federal Reserve has
determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.
Bank holding companies that qualify and register as “financial holding companies” are also able to engage in
certain additional financial activities, such as merchant banking, and securities and insurance underwriting, subject
to limitations set forth in federal law. We are not at this date a “financial holding company.”
The BHCA requires a bank holding company to obtain prior approval of the Federal Reserve before: (i)
taking any action that causes a bank to become a controlled subsidiary of the bank holding company; (ii) acquiring
direct or indirect ownership or control of voting shares of any bank or bank holding company, if the acquisition
results in the acquiring bank holding company having control of more than 5% of the outstanding shares of any
class of voting securities of such bank or bank holding company, unless such bank or bank holding company is
majority-owned by the acquiring bank holding company before the acquisition; (iii) acquiring all or substantially all
the assets of a bank; or (iv) merging or consolidating with another bank holding company.
12
Permissible Activities of the Bank. Because California permits commercial banks chartered by the
state to engage in any activity permissible for national banks, the Bank can form subsidiaries to engage in activates
“closely related to banking” or “nonbanking” activities and expanded financial activities. However, to form a
financial subsidiary, the Bank must be well capitalized and would be subject to the same capital deduction, risk
management and affiliate transaction rules as applicable to national banks. Generally, a financial subsidiary is
permitted to engage in activities that are “financial in nature” or incidental thereto, even though they are not
permissible for the national bank to conduct directly within the bank. The definition of “financial in nature”
includes, among other items, underwriting, dealing in or making a market in securities, including, for example,
distributing shares of mutual funds. The subsidiary may not, however, engage as principal in underwriting insurance
(other than credit life insurance), issue annuities or engage in real estate development, investment or merchant
banking.
Incentive Compensation. Federal banking agencies have issued guidance on incentive compensation
policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the
safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all
employees that have the ability to materially affect the risk profile of an organization, is based upon the key
principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do
not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be
compatible with effective internal controls and risk management and (iii) be supported by strong corporate
governance, including active and effective oversight by the organization’s board of directors. In accordance with the
Dodd-Frank Act, the federal banking agencies prohibit incentive-based compensation arrangements that encourage
inappropriate risk taking by covered financial institutions (generally institutions that have over $1 billion in assets)
and are deemed to be excessive, or that may lead to material losses.
The Federal Reserve will review, as part of the regular, risk-focused examination process, the incentive
compensation arrangements of banking organizations, such as the Company, that are not “large, complex banking
organizations.” These reviews will be tailored to each organization based on the scope and complexity of the
organization’s activities and the prevalence of incentive compensation arrangements. The findings of the
supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the
organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other
actions. Enforcement actions may be taken against a banking organization if its incentive compensation
arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety
and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.
The scope and content of the U.S. banking regulators’ policies on executive compensation may continue
to evolve in the near future. It cannot be determined at this time whether compliance with such policies will
adversely affect the Company’s ability to hire, retain and motivate its key employees.
Capital Requirements. Bank holding companies and banks are subject to various regulatory capital
requirements administered by state and federal agencies. These agencies may establish higher minimum
requirements if, for example, a banking organization previously has received special attention or has a high
susceptibility to interest rate risk. Risk-based capital requirements determine the adequacy of capital based on the
risk inherent in various classes of assets and off-balance sheet items. Under the Dodd-Frank Act, the Federal
Reserve must apply consolidated capital requirements to depository institution holding companies that are no less
stringent than those currently applied to depository institutions. The Dodd-Frank Act additionally requires capital
requirements to be countercyclical so that the required amount of capital increases in times of economic expansion
and decreases in times of economic contraction, consistent with safety and soundness.
Under federal regulations, bank holding companies and banks must meet certain risk-based capital
requirements. Effective as of January 1, 2015, the Basel III final capital framework, among other things, (i)
introduces as a new capital measure “Common Equity Tier 1” (“CET1”), (ii) specifies that Tier 1 capital consists of
CET1 and “Additional Tier 1 capital” instruments meeting specified requirements, (iii) defines CET1 narrowly by
requiring that most adjustments to regulatory capital measures be made to CET1 and not to the other components of
13
capital and (iv) expands the scope of the adjustments as compared to existing regulations. Beginning January 1,
2016, financial institutions are required to maintain a minimum capital conservation buffer to avoid restrictions on
capital distributions such as dividends and equity repurchases and other payments such as discretionary bonuses to
executive officers. The minimum capital conservation buffer is phased in over a four year transition period with
minimum buffers of 0.625%, 1.25%, 1.875%, and 2.50% during 2016, 2017, 2018 and 2019, respectively.
As fully phased-in on January 1, 2019, Basel III subjects banks to the following risk-based capital
requirements:
•
•
•
•
a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation
buffer”;
a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital
conservation buffer, or 8.5%;
a minimum ratio of Total (Tier 1 plus Tier 2) capital to risk-weighted assets of at least 8.0%, plus the
capital conservation buffer, or 10.5%; and
a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to balance sheet exposures
plus certain off-balance sheet exposures.
The Basel III final framework provides for a number of deductions from and adjustments to CET1.
These include, for example, the requirement that mortgage servicing rights, deferred tax assets dependent upon
future taxable income and significant investments in non-consolidated financial entities be deducted from CET1 to
the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of
CET1. Basel III also includes, as part of the definition of CET1 capital, a requirement that banking institutions
include the amount of Additional Other Comprehensive Income (“AOCI”), which primarily consists of unrealized
gains and losses on available for sale securities, which are not required to be treated as other-than-temporary
impairment, net of tax) in calculating regulatory capital. Banking institutions had the option to opt out of including
AOCI in CET1 capital if they elected to do so in their first regulatory report following January 1, 2015. As
permitted by Basel III, the Company and the Bank have elected to exclude AOCI from CET1.
The Dodd-Frank Act excludes trust preferred securities issued after May 19, 2010, from being included
in Tier 1 capital, unless the issuing company is a bank holding company with less than $500 million in total assets.
Trust preferred securities issued prior to that date will continue to count as Tier 1 capital for bank holding
companies with less than $15 billion in total assets, such as the Corporation. The trust preferred securities issued by
our unconsolidated subsidiary capital trusts qualify as Tier 1 capital up to a maximum limit of 25% of total Tier 1
capital. Any additional portion of our trust preferred securities would qualify as “Tier 2 capital.”
In addition, goodwill and most intangible assets are deducted from Tier 1 capital. For purposes of
applicable total risk-based capital regulatory guidelines, Tier 2 capital (sometimes referred to as “supplementary
capital”) is defined to include, subject to limitations: perpetual preferred stock not included in Tier 1 capital,
intermediate-term preferred stock and any related surplus, certain hybrid capital instruments, perpetual debt and
mandatory convertible debt securities, allowances for loan and lease losses, and intermediate-term subordinated
debt instruments. The maximum amount of qualifying Tier 2 capital is 100% of qualifying Tier 1 capital. For
purposes of determining total capital under federal guidelines, total capital equals Tier 1 capital, plus qualifying Tier
2 capital, minus investments in unconsolidated subsidiaries, reciprocal holdings of bank holding company capital
securities, and deferred tax assets and other deductions.
We had outstanding subordinated debentures in the aggregate principal amount of $110.3 million. Of this
amount, $25.8 million is attributable to subordinated debentures issued to statutory trusts in connection with prior
issuances of trust-preferred securities, $25.0 million of which qualifies as Tier 1 capital and $875,000 of which
qualifies as Tier 2 capital, and $84.5 million is attributable to outstanding subordinated notes, all of which qualifies
as Tier 2 capital.
14
Basel III changed the manner of calculating risk-weighted assets. New methodologies for determining
risk-weighted assets in the general capital rules are included, including revisions to recognition of credit risk
mitigation, including a greater recognition of financial collateral and a wider range of eligible guarantors. They also
include risk weighting of equity exposures and past due loans; and higher (greater than 100%) risk weighting for
certain commercial real estate exposures that have higher credit risk profiles, including higher loan to value and
equity components. In particular, loans categorized as “high-volatility commercial real estate” loans (“HVCRE
loans”) are required to be assigned a 150% risk weighting, and require additional capital support. HVCRE loans are
defined to include any credit facility that finances or has financed the acquisition, development or construction of
real property, unless it finances: 1-4 family residential properties; certain community development investments;
agricultural land used or usable for, and whose value is based on, agricultural use; or commercial real estate projects
in which: (i) the loan to value is less than the applicable maximum supervisory loan to value ratio established by the
bank regulatory agencies; (ii) the borrower has contributed cash or unencumbered readily marketable assets, or has
paid development expenses out of pocket, equal to at least 15% of the appraised “as completed” value; (iii) the
borrower contributes its 15% before the bank advances any funds; and (iv) the capital contributed by the borrower,
and any funds internally generated by the project, is contractually required to remain in the project until the facility
is converted to permanent financing, sold or paid in full.
In addition to the uniform risk-based capital guidelines and regulatory capital ratios that apply across the
industry, the regulators have the discretion to set individual minimum capital requirements for specific institutions
at rates significantly above the minimum guidelines and ratios. Future changes in regulations or practices could
further reduce the amount of capital recognized for purposes of capital adequacy. Such a change could affect our
ability to grow and could restrict the amount of profits, if any, available for the payment of dividends.
In addition, the Dodd-Frank Act requires the federal banking agencies to adopt capital requirements that
address the risks that the activities of an institution poses to the institution and the public and private stakeholders,
including risks arising from certain enumerated activities.
Basel III became applicable to the Corporation and the Bank on January 1, 2015. Overall, the
Corporation believes that implementation of the Basel III Rule has not had and will not have a material adverse
effect on the Corporation’s or the Bank’s capital ratios, earnings, shareholder’s equity, or its ability to pay
dividends, effect stock repurchases or pay discretionary bonuses to executive officers.
In September 2017, the federal bank regulators proposed to revise and simplify the capital treatment for
certain deferred tax assets, mortgage servicing assets, investments in non-consolidated financial entities and
minority interests for banking organizations, such as the Corporation and the Bank, that are not subject to the
advanced approaches requirements. In November 2017, the federal banking regulators revised the Basel III Rules to
extend the current transitional treatment of these items for non-advanced approaches banking organizations until the
September 2017 proposal is finalized. The September 2017 proposal would also change the capital treatment of
certain commercial real estate loans under the standardized approach, which we use to calculate our capital ratios.
In December 2017, the Basel Committee published standards that it described as the finalization of the
Basel III post-crisis regulatory reforms (the standards are commonly referred to as “Basel IV”). Among other
things, these standards revise the Basel Committee’s standardized approach for credit risk (including by
recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable
commitments,” such as unused credit card lines of credit) and provides a new standardized approach for operational
risk capital. Under the Basel framework, these standards will generally be effective on January 1, 2022, with an
aggregate output floor phasing in through January 1, 2027. Under the current U.S. capital rules, operational risk
capital requirements and a capital floor apply only to advanced approaches institutions, and not to the Corporation
or the Bank. The impact of Basel IV on us will depend on the manner in which it is implemented by the federal
bank regulators.
In 2018, the federal bank regulatory agencies issued a variety of proposals and made statements
concerning regulatory capital standards. These proposals touched on such areas as commercial real estate exposure,
credit loss allowances under generally accepted accounting principles, capital requirements for covered swap
15
entities, among others. Public statements by key agency officials have also suggested a revisiting of capital policy
and supervisory approaches on a going-forward basis. We will be assessing the impact on us of these new
regulations and supervisory approaches as they are proposed and implemented.
Prompt Corrective Action Regulations. The federal banking regulators are required to take “prompt
corrective action” with respect to capital-deficient institutions. Federal banking regulations define, for each capital
category, the levels at which institutions are “well capitalized,” “adequately capitalized,” “undercapitalized,”
“significantly undercapitalized” and “critically undercapitalized.” Under regulations effective through
December 31, 2018, the Bank was “well capitalized,” which means it had a common equity Tier 1 capital ratio of
6.5% or higher; a Tier I risk-based capital ratio of 8.0% or higher; a total risk-based capital ratio of 10.0% or higher;
a leverage ratio of 5.0% or higher; and was not subject to any written agreement, order or directive requiring it to
maintain a specific capital level for any capital measure.
As noted above, Basel III integrates the capital requirements into the prompt corrective action category
definitions. The following capital requirements have applied to the Corporation since January 1, 2015.
Tier 1 Risk-
Based
Capital Ratio
Total Risk-
Based
Capital Ratio
10% or
greater
Common
Equity
Tier 1
(CET1)
Capital Ratio
6.5% or
greater
8% or greater
5% or greater
Leverage
Ratio
Tangible
Equity
to Assets
Supplemental
Leverage
Ratio
Adequately Capitalized
8% or greater
6% or greater
Undercapitalized
Less than 8% Less than 6%
4.5% or
greater
Less than
4.5%
4% or greater
Less than 4%
Less than 6% Less than 4% Less than 3% Less than 3%
n/a
n/a
n/a
n/a
Less than 2%
n/a
n/a
n/a
n/a
n/a
3% or greater
Less than 3%
n/a
n/a
Capital Category
Well Capitalized
Significantly
Undercapitalized
Critically
Undercapitalized
As of December 31, 2018, the Bank was “well capitalized” according to the guidelines as generally
discussed above. As of December 31, 2018, the Corporation had a consolidated ratio of 12.39% of total capital to
risk-weighted assets, a consolidated ratio of 11.13% of Tier 1 capital to risk-weighted assets and a consolidated ratio
of 10.88% of common equity Tier 1 capital, and the Bank had a ratio of 12.28% of total capital to risk-weighted
assets, a ratio of 11.87% of common equity Tier 1 capital and a ratio of 11.87% of Tier 1 capital to risk-weighted
assets.
An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated
by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory
examination rating with respect to certain matters. An institution’s capital category is determined solely for the
purpose of applying prompt corrective action regulations, and the capital category may not constitute an accurate
representation of the institution’s overall financial condition or prospects for other purposes.
In the event an institution becomes “undercapitalized,” it must submit a capital restoration plan. The
capital restoration plan will not be accepted by the regulators unless each company having control of the
undercapitalized institution guarantees the subsidiary’s compliance with the capital restoration plan up to a certain
specified amount. Any such guarantee from a depository institution’s holding company is entitled to a priority of
payment in bankruptcy. The aggregate liability of the holding company of an undercapitalized bank is limited to the
lesser of 5% of the institution’s assets at the time it became undercapitalized or the amount necessary to cause the
institution to be “adequately capitalized.” The bank regulators have greater power in situations where an institution
becomes “significantly” or “critically” undercapitalized or fails to submit a capital restoration plan. In addition to
requiring undercapitalized institutions to submit a capital restoration plan, bank regulations contain broad
restrictions on certain activities of undercapitalized institutions including asset growth, acquisitions, branch
16
establishment and expansion into new lines of business. With certain exceptions, an insured depository institution is
prohibited from making capital distributions, including dividends, and is prohibited from paying management fees
to control persons if the institution would be undercapitalized after any such distribution or payment.
As an institution’s capital decreases, the regulators’ enforcement powers become more severe. A
significantly undercapitalized institution is subject to mandated capital raising activities, restrictions on interest
rates paid and transactions with affiliates, removal of management, and other restrictions. A regulator has limited
discretion in dealing with a critically undercapitalized institution and is virtually required to appoint a receiver or
conservator.
Banks with risk-based capital and leverage ratios below the required minimums may also be subject to
certain administrative actions, including the termination of deposit insurance upon notice and hearing, or a
temporary suspension of insurance without a hearing in the event the institution has no tangible capital.
In addition to the federal regulatory capital requirements described above, the DBO has authority to take
possession of the business and properties of a bank in the event that the tangible stockholders’ equity of a bank is
less than the greater of (i) 4% of the bank’s total assets or (ii) $1.0 million.
Dividends. It is the Federal Reserve’s policy that bank holding companies, such as the Corporation,
should generally pay dividends on common stock only out of income available over the past year, and only if
prospective earnings retention is consistent with the organization’s expected future needs and financial condition. It
is also the Federal Reserve’s policy that bank holding companies should not maintain dividend levels that
undermine their ability to be a source of strength to its banking subsidiaries. Additionally, in consideration of the
current financial and economic environment, the Federal Reserve has indicated that bank holding companies should
carefully review their dividend policy and has discouraged payment ratios that are at maximum allowable levels
unless both asset quality and capital are very strong. Prior to 2019, we never declared or paid dividends on our
common stock. On January 28, 2019 the Corporation’s board of directors declared a $0.22 per share dividend,
payable on March 1, 2019 to shareholders of record on February 15, 2019. The Corporation anticipates that it will
continue to pay quarterly cash dividends in the future, although there can be no assurance that payment of such
dividends will continue or that they will not be reduced. The payment and amount of future dividends remain within
the discretion of the Corporation’s board of directors and will depend on the Corporation’s operating results and
financial condition, regulatory limitations, tax considerations, and other factors. Interest on deposits will be paid
prior to payment of dividends on the Corporation’s common stock.
The Bank’s ability to pay dividends to the Corporation is subject to restrictions set forth in the Financial
Code. The Financial Code provides that a bank may not make a cash distribution to its stockholders in excess of the
lesser of a bank’s (1) retained earnings; or (2) net income for its last three fiscal years, less the amount of any
distributions made by the bank or by any majority-owned subsidiary of the bank to the stockholders of the bank
during such period. However, a bank may, with the approval of the DBO, make a distribution to its stockholders in
an amount not exceeding the greatest of (a) its retained earnings; (b) its net income for its last fiscal year; or (c) its
net income for its current fiscal year. In the event that bank regulators determine that the stockholders’ equity of a
bank is inadequate or that the making of a distribution by the bank would be unsafe or unsound, the regulators may
order the bank to refrain from making a proposed distribution. The payment of dividends could, depending on the
financial condition of a bank, be deemed to constitute an unsafe or unsound practice. Under the foregoing provision
of the Financial Code, the amount available for distribution from the Bank to the Corporation was approximately
$245.7 million at December 31, 2018.
Approval of the Federal Reserve is required for payment of any dividend by a state chartered bank that is
a member of the Federal Reserve, such as the Bank, if the total of all dividends declared by the bank in any calendar
year would exceed the total of its retained net income for that year combined with its retained net income for the
preceding two years. In addition, a state member bank may not pay a dividend in an amount greater than its
undivided profits without regulatory and stockholder approval. The Bank is also prohibited under federal law from
paying any dividend that would cause it to become undercapitalized.
17
FDIC Insurance of Certain Accounts and Regulation by the FDIC. The Bank is an FDIC insured
financial institution whereby the FDIC provides deposit insurance for a certain maximum dollar amount per
customer. The Bank, as is true for all FDIC insured banks, is subject to deposit insurance assessments as determined
by the FDIC.
Under the FDIC’s risk-based deposit premium assessment system, the assessment rates for an insured
depository institution are determined by an assessment rate calculator, which is based on a number of elements that
measure the risk each institution poses to the Deposit Insurance Fund. As a result of the Dodd-Frank Act, the
calculated assessment rate is applied to average consolidated assets less the average tangible equity of the insured
depository institution during the assessment period to determine the dollar amount of the quarterly assessment.
Under the current system, premiums are assessed quarterly and could increase if, for example, criticized loans and
leases and/or other higher risk assets increase or balance sheet liquidity decreases. In addition, the FDIC can
impose special assessments in certain instances. Deposit insurance assessments fund the DIF. In 2010, the FDIC
adopted its DIF restoration plan to ensure that the fund reserve ratio reaches 1.35% of total deposits by September
30, 2020, and the FDIC’s final rule with respect to this became effective July 1, 2016. Insured institutions with
assets over $10 billion, such as the Bank, are responsible for funding the increase. Based on the current FDIC
insurance assessment methodology, our FDIC insurance premium expense was $3.0 million for 2018, $2.2 million
for 2017 and $1.5 million in 2016.
Transactions with Related Parties. Depository institutions are subject to the restrictions contained in
the Federal Reserve Act (the “FRA”) with respect to loans to directors, executive officers and principal
stockholders. Under the FRA, loans to directors, executive officers and stockholders who own more than 10% of a
depository institution and certain affiliated entities of any of the foregoing, may not exceed, together with all other
outstanding loans to such person and affiliated entities, the institution’s loans-to-one-borrower limit as discussed in
the above section. Federal regulations also prohibit loans above amounts prescribed by the appropriate federal
banking agency to directors, executive officers, and stockholders who own more than 10% of an institution, and
their respective affiliates, unless such loans are approved in advance by a majority of the board of directors of the
institution. Any “interested” director may not participate in the voting. The proscribed loan amount, which includes
all other outstanding loans to such person, as to which such prior board of director approval is required, is the
greater of $25,000 or 5% of capital and surplus up to $500,000. The Federal Reserve also requires that loans to
directors, executive officers and principal stockholders be made on terms substantially the same as offered in
comparable transactions to non-executive employees of the bank and must not involve more than the normal risk of
repayment. There are additional limits on the amount a bank can loan to an executive officer.
Transactions between a bank and its “affiliates” are quantitatively and qualitatively restricted under
Sections 23A and 23B of the FRA. Section 23A restricts the aggregate amount of covered transactions with any
individual affiliate to 10% of the capital and surplus of the financial institution. The aggregate amount of covered
transactions with all affiliates is limited to 20% of the institution’s capital and surplus. Certain transactions with
affiliates are required to be secured by collateral in an amount and of a type described in Section 23A and the
purchase of low quality assets from affiliates are generally prohibited. Section 23B generally provides that certain
transactions with affiliates, including loans and asset purchases, must be on terms and under circumstances,
including credit standards, that are substantially the same or at least as favorable to the institution as those
prevailing at the time for comparable transactions with non-affiliated companies. The Federal Reserve has
promulgated Regulation W, which codifies prior interpretations under Sections 23A and 23B of the FRA and
provides interpretive guidance with respect to affiliate transactions. Affiliates of a bank include, among other
entities, a bank’s holding company and companies that are under common control with the bank. The Corporation is
considered to be an affiliate of the Bank.
The Dodd-Frank Act generally enhanced the restrictions on transactions with affiliates under
Section 23A and 23B of the FRA, including an expansion of the definition of “covered transactions” and an
increase in the amount of time for which collateral requirements regarding covered credit transactions must be
satisfied. Insider transaction limitations are expanded through the strengthening of loan restrictions to insiders and
18
the expansion of the types of transactions subject to the various limits, including derivatives transactions,
repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions.
Restrictions are also placed on certain asset sales to and from an insider to an institution, including requirements
that such sales be on market terms and, in certain circumstances, approved by the institution’s board of directors.
Safety and Soundness Standards. The federal banking agencies have adopted guidelines designed to
assist the federal banking agencies in identifying and addressing potential safety and soundness concerns before
capital becomes impaired. The guidelines set forth operational and managerial standards relating to: (i) internal
controls, information systems and internal audit systems; (ii) loan documentation; (iii) credit underwriting; (iv)
asset growth; (v) earnings; and (vi) compensation, fees and benefits.
In addition, the federal banking agencies have also adopted safety and soundness guidelines with respect
to asset quality and for evaluating and monitoring earnings to ensure that earnings are sufficient for the maintenance
of adequate capital and reserves. These guidelines provide six standards for establishing and maintaining a system
to identify problem assets and prevent those assets from deteriorating. Under these standards, an insured depository
institution should: (i) conduct periodic asset quality reviews to identify problem assets; (ii) estimate the inherent
losses in problem assets and establish reserves that are sufficient to absorb estimated losses; (iii) compare problem
asset totals to capital; (iv) take appropriate corrective action to resolve problem assets; (v) consider the size and
potential risks of material asset concentrations; and (vi) provide periodic asset quality reports with adequate
information for management and the board of directors to assess the level of asset risk.
Loans to One Borrower. Under California law, our ability to make aggregate secured and unsecured
loans-to-one-borrower is limited to 25% and 15%, respectively, of unimpaired capital and surplus. At December 31,
2018, the Bank’s limit on aggregate secured loans-to-one-borrower was $526.0 million and unsecured loans-to-one
borrower was $315.0 million. The Bank has established internal loan limits, which are lower than the legal lending
limits for a California bank.
Community Reinvestment Act and the Fair Lending Laws. The Bank is subject to certain fair
lending requirements and reporting obligations involving home mortgage lending operations and Community
Reinvestment Act (“CRA”) activities. The CRA generally requires the federal banking regulators to evaluate the
record of a financial institution in meeting the credit needs of their local communities, including low and moderate
income neighborhoods. In addition to substantial penalties and corrective measures that may be required for a
violation of certain fair lending laws, the federal banking agencies may take compliance with such laws and CRA
into account when regulating and supervising other activities. A bank’s compliance with its CRA obligations is
based on a performance-based evaluation system, which bases CRA ratings on an institution’s lending, service and
investment performance, resulting in a rating by the appropriate bank regulator of “outstanding,” “satisfactory,”
“needs to improve” or “substantial noncompliance.” Based on its last CRA examination, the Bank received a
“satisfactory” rating.
Bank Secrecy Act and Money Laundering Control Act. In 1970, Congress passed the Currency and
Foreign Transactions Reporting Act, otherwise known as the Bank Secrecy Act (the “BSA”), which established
requirements for recordkeeping and reporting by banks and other financial institutions. The BSA was designed to
help identify the source, volume and movement of currency and other monetary instruments into and out of the U.S.
in order to help detect and prevent money laundering connected with drug trafficking, terrorism and other criminal
activities. The primary tool used to implement BSA requirements is the filing of Suspicious Activity Reports.
Today, the BSA requires that all banking institutions develop and provide for the continued administration of a
program reasonably designed to assure and monitor compliance with certain recordkeeping and reporting
requirements regarding both domestic and international currency transactions. These programs must, at a minimum,
provide for a system of internal controls to assure ongoing compliance, provide for independent testing of such
systems and compliance, designate individuals responsible for such compliance and provide appropriate personnel
training.
19
USA Patriot Act. Under the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act, commonly referred to as the USA Patriot Act or the Patriot Act,
financial institutions are subject to prohibitions against specified financial transactions and account relationships, as
well as enhanced due diligence standards intended to detect, and prevent, the use of the United States financial
system for money laundering and terrorist financing activities. The Patriot Act requires financial institutions,
including banks, to establish anti-money laundering programs, including employee training and independent audit
requirements, meet minimum standards specified by the act, follow minimum standards for customer identification
and maintenance of customer identification records, and regularly compare customer lists against lists of suspected
terrorists, terrorist organizations and money launderers. The costs or other effects of the compliance burdens
imposed by the Patriot Act or future anti-terrorist, homeland security or anti-money laundering legislation or
regulation cannot be predicted with certainty.
Consumer Laws and Regulations. The Bank is also subject to certain consumer laws and regulations
that are designed to protect consumers in transactions with banks. These laws include, among others: Truth in
Lending Act; Truth in Savings Act; Electronic Funds Transfer Act; Expedited Funds Availability Act; Equal Credit
Opportunity Act; Fair and Accurate Credit Transactions Act; Fair Housing Act; Fair Credit Reporting Act; Fair Debt
Collection Act; Home Mortgage Disclosure Act; Real Estate Settlement Procedures Act; laws regarding unfair and
deceptive acts and practices; and usury laws. These laws and regulations mandate certain disclosure requirements
and regulate the manner in which financial institutions must deal with customers when taking deposits or making
loans to such customers. The Bank must comply with the applicable provisions of these consumer protection laws
and regulations as part of their ongoing customer relations. Many states and local jurisdictions have consumer
protection laws analogous, and in addition, to those listed above. Failure to comply with these laws and regulations
could give rise to regulatory sanctions, customer rescission rights, action by state and local attorneys general, and
civil or criminal liability.
Pursuant to the Dodd-Frank Act, the CFPB has broad authority to regulate and supervise the retail
consumer financial products and services activities of banks and various non-bank providers. The CFPB has
authority to promulgate regulations, issue orders, guidance and policy statements, conduct examinations and bring
enforcement actions with regard to consumer financial products and services. With assets exceeding $10.0 billion at
December 31, 2018, the Bank is subject to examination for consumer compliance by the CFPB. The creation of the
CFPB by the Dodd-Frank Act has led to, and is likely to continue to lead to, enhanced and strengthened
enforcement of consumer financial protection laws.
In addition, federal law currently contains extensive customer privacy protection provisions. Under these
provisions, a financial institution must provide to its customers, at the inception of the customer relationship and
annually thereafter, the institution’s policies and procedures regarding the handling of customers’ nonpublic
personal financial information. These provisions also provide that, except for certain limited exceptions, a financial
institution may not provide such personal information to unaffiliated third parties unless the institution discloses to
the customer that such information may be so provided and the customer is given the opportunity to opt out of such
disclosure.
Federal and State Taxation
The Corporation and the Bank report their income on a consolidated basis using the accrual method of
accounting, and are subject to federal income taxation in the same manner as other corporations with some
exceptions. The Company has not been audited by the Internal Revenue Service (“IRS”). For its 2018, the Company
was subject to a maximum federal income tax rate of 21.00% and California state income tax rate of 10.84%. For its
2017 and 2016 tax years, the Company was subject to a maximum federal income tax rate of 35.00% and California
state income tax rate of 10.84%.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. The Tax
Act includes a number of provisions that impact us, including the following:
20
• Tax Rate. The Tax Act replaces the graduated corporate income tax rates applicable under prior law, which
imposed a maximum corporate income tax rate of 35%, with a reduced 21% flat corporate income tax rate.
Although the reduced corporate income tax rate generally should be favorable to us, resulting in increased
earnings and capital, it decreased the value of our existing deferred tax assets. Accounting principles
generally accepted in the United States (“U.S. GAAP”) requires that the impact of the provisions of the Tax
Act be accounted for in the period of enactment. Accordingly, the total incremental income tax expense
recorded by the Corporation related to the Tax Act was $3.4 million.
• FDIC Insurance Premiums. The Tax Act prohibits taxpayers with consolidated assets over $50 billion from
deducting any FDIC insurance premiums and prohibits taxpayers with consolidated assets between $10 and
$50 billion from deducting the portion of their FDIC premiums equal to the ratio, expressed as a
percentage, that (i) the taxpayer’s total consolidated assets over $10 billion, as of the close of the taxable
year, bears to (ii) $40 billion. As such, a portion of the Bank’s FDIC insurance premiums were deemed not
deductible for the year ended December 31, 2018 as we completed the acquisition of Grandpoint with $3.05
billion in total assets during 2018 and our total consolidated assets reached $11.49 billion at December 31,
2018.
• Employee Compensation. A “publicly held corporation” is not permitted to deduct compensation in excess
of $1 million per year paid to certain employees. The Tax Act eliminates certain exceptions to the $1
million limit applicable under prior law related to performance-based compensation (for example, equity
grants and cash bonuses paid only on the attainment of performance goals). As a result, our ability to deduct
certain compensation paid to our most highly compensated employees is now limited.
• Business Asset Expensing. The Tax Act allows taxpayers to immediately expense the entire cost (instead of
only 50%, as under prior law) of certain depreciable tangible property and real property improvements
acquired and placed in service after September 27, 2017 and before January 1, 2023 (with an additional
year for certain property). This 100% “bonus” depreciation is phased out proportionately for property
placed in service on or after January 1, 2023 and before January 1, 2027 (with an additional year for certain
property).
•
Interest Expense. The Tax Act limits a taxpayer’s annual deduction of business interest expense to the sum
of (i) business interest income, and (ii) 30% of “adjusted taxable income,” defined as a business’s taxable
income without taking into account business interest income or expense, net operating losses, and, for 2018
through 2021, depreciation, amortization and depletion. Because we generate significant amounts of net
interest income, we do not expect to be impacted by this limitation.
21
ITEM 1A. RISK FACTORS
Ownership of our common stock involves certain risks. The risks and uncertainties described below
are not the only ones we face. You should carefully consider the risks described below, as well as all other
information contained in this Annual Report on Form 10-K. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business operations. If any of these risks
actually occurs, our business, financial condition or results of operations could be materially, adversely affected.
Risks Related to Our Business
The economic environment could pose significant challenges for the Company and could adversely affect
our financial condition and results of operations.
Our financial condition and results of operations are dependent on the U.S. economy, generally, and
markets we serve, specifically. We primarily serve markets in California, though certain of our products and
services are offered nationwide. Although the U.S. economy continues a gradual expansion following the severe
recession that ended in 2009, the duration and magnitude of the continued expansion is uncertain. Financial
stress on borrowers as a result of an uncertain future economic environment could have an adverse effect on the
Company’s borrowers and their ability to repay their loans, which could adversely affect the Company’s
business, financial condition and results of operations. A weakening of these conditions in the markets in which
we operate would likely have an adverse effect on us and others in the financial institutions industry. For
example, deterioration in economic conditions in our markets could drive losses beyond that which is provided
for in our allowance for loan losses (“ALLL”). We may also face the following risks in connection with these
events:
• Economic conditions that negatively affect real estate values and the job market may result, in the
deterioration of the credit quality of our loan portfolio, and such deterioration in credit quality
could have a negative impact on our business.
• A decrease in the demand for loans and other products and services offered by us.
• A decrease in deposit balances, including low-cost and non-interest bearing deposits, due to
overall reductions in the accounts of customers.
• A decrease in the value of our loans or other assets secured by commercial or residential real
estate.
• A decrease in net interest income derived from our lending and deposit gathering activities.
• Sustained weakness in our markets may affect consumer confidence levels and may cause
adverse changes in payment patterns, causing increases in delinquencies and default rates on
loans and other credit facilities.
• The processes we use to estimate ALLL and reserves may no longer be reliable because they rely
on complex judgments, including forecasts of economic conditions, which may no longer be
capable of accurate estimation.
• Our ability to assess the creditworthiness of our customers may be impaired if the models and
approaches we use to select, manage, and underwrite customers become less predictive of future
charge-offs.
As these conditions or similar ones exist or worsen, we could experience adverse effects on our
business, financial condition and results of operations.
22
Our business is subject to various lending and other economic risks that could adversely impact our results
of operations and financial condition.
There can be no assurance that the economic conditions that impact the financial services industry,
and the capital, credit and real estate markets generally, will not deteriorate in the near or long term, in which
case, we could experience losses and write-downs of assets, and could face capital and liquidity constraints or
other business challenges. If economic conditions were to deteriorate, particularly within our geographic regions,
it could result in the following additional consequences, any of which could have a material adverse effect on our
business, results of operations and financial condition:
• Loan delinquencies may increase causing increases in our provision for loan losses and ALLL
and decreases to our capital.
• Collateral for loans, especially real estate, may decline in value, in turn reducing a customer’s
borrowing power, and reducing the value of assets and collateral associated with our loans held
for investment.
• Consumer confidence levels may decline and cause adverse changes in payment patterns,
resulting in increased delinquencies and default rates on loans and other credit facilities and
decreased demand for our products and services.
• Performance of the underlying loans in mortgage backed securities may deteriorate to potentially
cause OTTI markdowns to our investment portfolio.
Adverse economic conditions in California may cause us to suffer higher default rates on our loans and
reduce the value of the assets we hold as collateral.
Our business activities and credit exposure are concentrated in California. Difficult economic
conditions, including state and local government deficits, in California may cause us to incur losses associated
with higher default rates and decreased collateral values in our loan portfolio. In addition, demand for our
products and services may decline. Declines in the California real estate market could hurt our business, because
the majority of our loans are secured by real estate located within California. As of December 31, 2018,
approximately 59% of the aggregate outstanding principal of our loans was secured by real estate were located in
California. If real estate values were to decline in California, the collateral for our loans would provide less
security. As a result, our ability to recover on defaulted loans by selling the underlying real estate would be
diminished, and we would be more likely to suffer losses on defaulted loans.
Changes in U.S trade policies and other factors beyond the Company’s control may adversely impact our
business, financial condition and results of operations.
Following the U.S. presidential election in 2016, there have been changes to U.S. trade policies,
legislation, treaties and tariffs, including trade policies and tariffs affecting China and retaliatory tariffs by China.
Tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or
export, including among others, agricultural and technological products, could cause the prices of our customers’
products to increase which could reduce demand for such products, or reduce our customer margins, and
adversely impact their revenues, financial results and ability to service debt; this, in turn, could adversely affect
our financial condition and results of operations. In addition, to the extent changes in the political environment
have a negative impact on us or on the markets in which we operate, our business, results of operations and
financial condition could be materially and adversely impacted in the future. A trade war or other governmental
action related to tariffs or international trade agreements or policies has the potential to negatively impact our
and our customers’ costs, demand for our customers’ products, and the U.S. economy or certain sectors thereof
and, thus, adversely impact our business, financial condition and results of operations.
23
We may suffer losses in our loan portfolio in excess of our allowance for loan losses.
Our total nonperforming assets amounted to $5.0 million, or 0.04% of our total assets, at
December 31, 2018, an increase from $3.6 million or 0.04% at December 31, 2017. We had $1.0 million of net
loan charge-offs for 2018, unchanged from $1.0 million in 2017. Our provision for loan losses was $8.2 million
in 2018, a decrease from $8.6 million in 2017. If increases in our nonperforming assets occur in the future, our
net loan charge-offs and/or provision for loan losses may also increase which may have an adverse effect upon
our future results of operations and capital.
We seek to mitigate the risks inherent in our loan portfolio by adhering to specific underwriting
practices. These practices generally include analysis of a borrower’s prior credit history, financial statements, tax
returns and cash flow projections, valuation of collateral based on reports of independent appraisers and liquid
asset verifications. Although we believe that our underwriting criteria are appropriate for the various kinds of
loans we make, we may incur losses on loans that meet our underwriting criteria, and these losses may exceed
the amounts set aside as reserves in our ALLL. Our allowance for probable incurred losses is based on analysis
of the following:
Industry historical losses as reported by the FDIC;
• Historical experience with our loans;
•
• Evaluation of economic conditions;
• Regular reviews of the quality, mix and size of the overall loan portfolio;
• Regular reviews of delinquencies;
• The quality of the collateral underlying our loans; and
• The effect of external factors, such as competition, legal developments and regulatory
requirements.
Although we maintain an ALLL at a level that we believe is adequate to absorb probable incurred
losses inherent in our loan portfolio, changes in economic, operating and other conditions, including a sharp
decline in real estate values and changes in interest rates, which are beyond our control, may cause our actual
loan losses to exceed our current allowance estimates. If the actual loan losses exceed the amount reserved, it
will adversely affect our financial condition and results of operations.
In addition, the Federal Reserve and the DBO, as part of their supervisory function, periodically
review our ALLL. Either agency may require us to increase our provision for loan losses or to recognize further
loan losses, based on their judgments, which may be different from those of our management. Any increase in
the ALLL required by them could also adversely affect our financial condition and results of operations.
Risks related to specific segments of our loan portfolio may result in losses that could affect our results of
operations and financial condition.
General economic conditions and local economic conditions, changes in governmental rules,
regulations and fiscal policies, and increases in interest rates and tax rates affect our entire loan portfolio. In
addition, lending risks vary by the type of loan extended.
In our C&I and SBA lending activities, collectability of loans may be adversely affected by risks
generally related to small and middle market businesses, such as:
• Changes or weaknesses in specific industry segments, including weakness affecting the business’
customer base;
• Changes in consumer behavior and a business’ personnel;
•
• Changes in competition.
Increases in supplier costs and operating costs that cannot be passed along to customers; and
24
In our investor real estate and construction loans, payment performance and the liquidation values of
collateral properties may be adversely affected by risks generally incidental to interests in real property (for
investor real estate and CRE construction loans) or risks generally related to consumers (for single family
residence construction loans), such as:
• Declines in real estate values, rental rates and occupancy rates;
Increases in other operating expenses (including energy costs);
•
• Demand for the type of property or high-end home in question; and
• The availability of property financing.
In our HOA and consumer loans, collectability of the loans may be adversely affected by risks
generally related to consumers, such as:
• Changes in consumer behavior and changes or weakness in employment and wage income;
• Declines in real estate values or rental rates;
•
• The availability of property financing.
Increases in association operating expenses; and
In our agribusiness and farmland loans, collectability of the loans may be adversely affected by risks
generally related to agriculture production and farmlands, such as:
• The cyclical nature of the agriculture industry;
• Fluctuating commodity prices;
• Changing climatic conditions, including drought conditions, which adversely impact agricultural
customers’ operating costs, crop yields and crop quality and could impact such customers’ ability
to repay loans;
• The imposition of tariffs and retaliatory tariffs or other trade restrictions on agricultural products
and materials that our clients import or export; and
Increases in operating expenses and changes in real estate values.
•
Our level of credit risk could increase due to our focus on commercial lending and the concentration on
small and middle market business customers, who can have heightened vulnerability to economic conditions.
As of December 31, 2018, our commercial real estate loans amounted to $3.7 billion, or 42.2% of our
total loan portfolio, and our commercial business loans amounted to $4.1 billion, or 46.8% of our total loan
portfolio. At such date, our largest outstanding commercial business loan was $53.2 million, our largest multiple
borrower relationship was $131 million and our largest outstanding CRE loan was $94.1 million. CRE and
commercial business loans generally are considered riskier than single-family residential loans because they
have larger balances to a single borrower or group of related borrowers. CRE and commercial business loans
involve risks because the borrowers’ ability to repay the loans typically depends primarily on the successful
operation of the businesses or the properties securing the loans. Most of the Company’s commercial business
loans are made to small business or middle market customers who may have a heightened vulnerability to
economic conditions. Moreover, a portion of these borrowers may not have experienced a complete business or
economic cycle. Furthermore, the deterioration of our borrowers’ businesses may hinder their ability to repay
their loans with us, which could adversely affect our results of operations.
25
Nonperforming assets take significant time to resolve and adversely affect our results of operations and
financial condition.
Nonperforming assets adversely affect our net income in various ways. We generally do not record
interest income on nonperforming loans or other real estate owned (“OREO”), which adversely affects our
income. When we take collateral in foreclosures and similar proceedings, we are required to mark the related
asset to the then fair market value of the collateral, which may ultimately result in a loss. An increase in the level
of nonperforming assets increases our risk profile and may impact the capital levels our regulators believe are
appropriate in light of the ensuing risk profile. While we reduce problem assets through loan sales, workouts,
restructurings and otherwise, decreases in the value of the underlying collateral, or in these borrowers’
performance or financial condition, whether or not due to economic and market conditions beyond our control,
could adversely affect our business, results of operations and financial condition. In addition, the resolution of
nonperforming assets requires significant commitments of time from management and our directors, which can
be detrimental to the performance of their other responsibilities. There can be no assurance that we will not
experience future increases in nonperforming assets.
Changes in accounting policies, standards, and interpretations could materially affect how the Company
reports its financial condition and results of operations.
From time to time, the FASB and the SEC change the financial accounting and reporting standards that
govern the preparation of the Company’s financial statements. These changes can materially impact how the
Company records and reports its financial condition and results of operations.
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit
Losses on Financial Instruments. The ASU introduces a new revenue model based on current expected credit
losses (“CECL”) rather than incurred losses. The CECL model will apply to most debt instruments, including
loan receivables and loan commitments.
Under the CECL model, the Company would recognize an impairment allowance equal to its current
estimate of expected life of loan losses for financial instruments as of the end of the reporting period. Measuring
expected life of loan losses will likely be a significant challenge for all entities, including the Company.
Additionally, the allowance for credit loss(“ACL”) measured under a CECL model could differ materially from
the allowance for loan losses (“ALLL”) measured under the Company’s incurred loss model. To initially apply
the CECL amendments, for most debt instruments, the Company would record a cumulative-effect adjustment to
its statement of financial condition as of the beginning of the first reporting period in which the guidance is
effective (a modified retrospective approach). The amendments in ASU 2016-13 are effective for fiscal years
beginning after December 15, 2019, including interim periods within those fiscal years, and are required to be
adopted through a modified retrospective approach, with a cumulative-effect adjustment to retained earnings as
of the beginning of the first reporting period in which the ASU is effective. The implementation of CECL may
require us to increase our loan loss allowance, decreasing our reported income, and may introduce additional
volatility into our reported earnings.
On December 21, 2018, federal bank regulatory agencies approved a final rule, effective as of April 1,
2019, modifying their regulatory capital rules and providing an option to phase in over a three-year period the
initial regulatory capital effects of the CECL methodology. The Company is currently evaluating the magnitude
of the one-time cumulative adjustment to its allowance and of the ongoing impact of the CECL model on its loan
loss allowance and results of operations, together with the final rule that becomes effective as of April 1, 2019, to
determine if the phase-in option will be elected.
26
Changes in monetary policy may have a material effect on our results of operations.
Changes in monetary policy, including changes in interest rates, could influence not only the interest
we receive on loans and securities and the amount of interest we pay on deposits and borrowings, but also our
ability to originate loans and deposits. Historically, there has been an inverse correlation between the demand for
loans and interest rates. Loan origination volume usually declines during periods of rising or high interest rates
and increases during periods of declining or low interest rates. Changes in interest rates also have a significant
impact on the carrying value of certain of our assets, including loans, real estate and investment securities, on our
balance sheet. We may incur debt in the future and that debt may also be sensitive to interest rates.
Further, federal monetary policy significantly affects credit conditions for us, as well as for our
borrowers, particularly as implemented by the Federal Reserve, primarily through open market operations in
U.S. government securities, the discount rate for bank borrowings and reserve requirements. A material change
in any of these conditions could have a material impact on us or our borrowers, and therefore on our results of
operations.
Interest rate changes, increases or decreases, which are out of our control, could harm profitability.
Our profitability depends to a large extent upon net interest income, which is the difference between
interest income and dividends we earn on interest-earning assets, such as loans and investments, and interest
expense we pay on interest-bearing liabilities, such as deposits and borrowings. Any change in general market
interest rates, whether as a result of changes in the monetary policy of the Federal Reserve or otherwise, may
have a significant effect on net interest income.
In response to improving economic conditions, the Federal Reserve Board’s Open Market Committee
has slowly increased its federal funds rate target from a range of 0.00% - 0.25%, that was in effect for several
years, to the current target range of 2.25% - 2.50%, that was in effect at December 31, 2018. Moreover, since
December 2015, the Federal Reserve has removed reserves from the banking system, which also puts upward
pressure on market rates of interest. In addition, the prohibition restricting depository institutions from paying
interest on demand deposits, such as checking accounts, was repealed as part of the Dodd-Frank Act.
Our assets and liabilities may react differently to changes in overall interest rates or conditions. In
general, higher interest rates are associated with a lower volume of loan originations while lower interest rates
are usually associated with higher loan originations. Further, if interest rates decline, our loans may be refinanced
at lower rates or paid off and our investments may be prepaid earlier than expected. If that occurs, we may have
to redeploy the loan or investment proceeds into lower yielding assets, which might also decrease our income.
Also, as many of our loans currently have interest rate floors, a rise in rates may increase the cost of our deposits
while the rates on the loans remain at their floors, which could decrease our net interest income. Accordingly,
changes in levels of market interest rates could materially and adversely affect our financial condition, loan
origination volumes, net interest margin, results of operations and profitability.
The Company’s sensitivity to changes in interest rates is low in a rising interest rate environment
based on the current profile of the Company’s loan portfolio and low-cost and no-cost deposits. See “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations-Management of
Market Risk.” At December 31, 2018, we had $526.1 million in interest-bearing demand deposits. In addition, at
December 31, 2018, we had $3.23 billion in money market and savings deposits. If the interest rates on our loans
increase comparably faster than the interest rate on our interest- bearing demand deposits and money market and
savings deposits, our core deposit balances may decrease as customers use those funds to repay higher cost
loans. In addition, if we need to offer additional interest-bearing demand deposit products or higher interest rates
on our current interest-bearing demand, money market or savings deposit accounts in order to maintain current
customers or attract new customers, our interest expense will increase, perhaps materially. Furthermore, if we
fail to offer competitive rates sufficient to retain these accounts, our core deposits may be reduced, which would
27
require us to seek alternative funding sources or risk slowing our future asset growth. In these circumstances, our
net interest income may decrease, which may adversely affect our financial condition and results of operations.
As interest rates rise, our existing borrowers who have adjustable rate loans may see their loan
payments increase and, as a result, may experience difficulty repaying those loans, which in turn could lead to
higher losses for us. Increasing delinquencies, non-accrual loans and defaults lead to higher loan loss provisions,
and potentially greater eventual losses that would lower our current profitability and capital ratios.
Conditions in the financial markets may limit our access to additional funding to meet our liquidity needs.
Liquidity is essential to our business, as we must maintain sufficient funds to respond to the needs of
depositors and borrowers. An inability to raise funds through deposits, repurchase agreements, federal funds
purchased, FHLB advances, the sale or pledging as collateral of loans and other assets could have a substantial
negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities, or
on terms attractive to us, could be impaired by factors that affect us specifically or the financial services industry
in general. Factors that could negatively affect our access to liquidity sources include a reduction in our credit
ratings, if any, an increase in costs of capital in financial capital markets, negative operating results, a decrease in
the level of our business activity due to a market downturn, a decrease in depositor or investor confidence or
adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific
to us, such as severe disruption of the financial markets or negative news and expectations about the prospects
for the financial services industry as a whole.
Our ability to obtain funding from the FHLB or through its overnight federal funds lines with other
banks could be negatively affected if we experienced a substantial deterioration in the Company’s financial
condition or if such funding became restricted due to deterioration in the financial markets. While the Company
has a contingency funds management plan to address such a situation if it were to occur (such plan includes
deposit promotions, the sale of securities and the curtailment of loan growth, if necessary), a significant decrease
in our ability to borrow funds could adversely affect our liquidity.
As a commercial banking institution, we compete with our market peers in, among other things,
attracting, maintaining and increasing customer deposits. We are currently part of a highly competitive local
deposit market, in which our competitors are offering ever increasing deposit rates in order to attract new
deposits. Given our large proportion of non-maturity deposits, we could experience significant and acute deposit
outflows if our offered deposit rates do not remain competitive in our primary market. Such outflows could
adversely affect our liquidity.
Further, depending on these competitive factors and the interest rate environment, lower cost deposits
may need to be replaced with higher cost funding, resulting in a decrease in net interest income and net income.
While these events could have a material impact on our results, we expect, in the ordinary course of business,
that these deposits will fluctuate and believes the Company is capable of mitigating this risk, as well as the risk
of losing one of these depositors, through additional liquidity, and business generation in the future. However,
should a significant number of these customers leave the Bank, it could have a material adverse impact on the
Bank and the Company.
The primary source of the Company’s liquidity from which, among other things, dividends may be paid is
the receipt of dividends from the Bank.
We recently initiated the paying of a quarterly cash dividend on our common stock. Our ability to pay
cash dividends to our shareholders is dependent upon receiving dividends from the Bank. The Bank’s ability to
pay dividends to us is subject to restrictions set forth in the Financial Code. The Financial Code provides that a
bank may not make a cash distribution to its stockholders in excess of the lesser of (1) a bank’s retained earnings
and (2) a bank’s net income for its last three fiscal years, less the amount of any distributions made by the bank
or by any majority-owned subsidiary of the bank to the shareholders of the bank during such period. However, a
28
bank may, with the approval of the DBO, make a distribution to its stockholders in an amount not exceeding the
greatest of (a) its retained earnings; (b) its net income for its last fiscal year; or (c) its net income for its current
fiscal year. In the event that banking regulators determine that the stockholders’ equity of a bank is inadequate or
that the making of a distribution by the bank would be unsafe or unsound, the regulators may order the bank to
refrain from making a proposed distribution.
Approval of the Federal Reserve is required for payment of any dividend by a state chartered bank
that is a member of the Federal Reserve System, such as the Bank, if the total of all dividends declared by the
Bank in any calendar year would exceed the total of its retained net income for that year combined with its
retained net income for the preceding two years. In addition, a state member bank may not pay a dividend in an
amount greater than its undivided profits without regulatory and stockholder approval. The Bank is also
prohibited under federal law from paying any dividend that would cause it to become undercapitalized.
We may reduce or discontinue the payment of dividends on common stock.
Our shareholders are only entitled to receive such dividends as our Board may declare out of funds
legally available for such payments. Although we have only recently begun to declare cash dividends on our
common stock, we are not required to do so and may reduce or eliminate our common stock dividend 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 shareholders 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 our shareholders. We cannot provide assurance that we will
continue paying dividends on our common stock at current levels or at all. A reduction or discontinuance of
dividends on our common stock could have a material adverse effect on our business, including the market price
of our common stock.
The financial condition of other financial institutions could negatively affect us.
Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other
relationships. We have exposure to many different industries and counterparties, and we routinely execute
transactions with counterparties in the financial services industry, including commercial banks, brokers and
dealers, investment banks and other institutional customers. Many of these transactions expose us to credit risk
in the event of a default by a counterparty or customer. In addition, our credit risk may be exacerbated when the
collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of
the credit or derivative exposure due to us. Any such losses could have a material adverse effect on our financial
condition and results of operations.
29
We are dependent on our key personnel.
Our future operating results depend in large part on the continued services of our key personnel,
including Steven R. Gardner, our Chairman, President and Chief Executive Officer, who developed and
implemented our business strategy. The loss of Mr. Gardner could have a negative impact on the success of our
business strategy. In addition, we rely upon the services of Edward Wilcox, President and Chief Operating
Officer of the Bank, and Ronald Nicolas, Chief Financial Officer of the Corporation and the Bank, and our
ability to attract and retain highly skilled personnel. We cannot assure you that we will be able to continue to
attract and retain the qualified personnel necessary for the development of our business. The unexpected loss of
services of our key personnel could have a material adverse impact on our business because of their skills,
knowledge of our market, years of industry experience and the difficulty of promptly finding qualified
replacement personnel. In addition, recent regulatory proposals and guidance relating to compensation may
negatively impact our ability to retain and attract skilled personnel.
Security breaches and other disruptions, whether in our systems or those of our contracted partners, could
compromise our information and expose us to liability, which would cause our business and reputation to
suffer.
In the ordinary course of our business, we collect and store sensitive data, including our proprietary
business information and personally identifiable information of our customers and employees in our data centers
and on our networks. The secure maintenance and transmission of this information is critical to our operations.
Although we devote significant resources to maintain and regularly update our systems and processes that are
designed to protect the security of our computer systems, software, networks and other technology assets, as well
as the confidentiality, integrity and availability of information belonging to us and our customers, there is no
assurance that all of our security measures will provide absolute security.
Despite our security measures, our information technology and infrastructure may be vulnerable to
attacks by hackers or breached due to employee error, malfeasance or other disruptions. Like many financial
institutions, we can be subject to attempts to infiltrate the security of our websites or other systems which can
involve sophisticated and targeted attacks intended to obtain unauthorized access to confidential information,
destroy data, disrupt service, sabotage systems or cause other damage, including through the introduction of
computer viruses or malware, cyberattacks and other means. We can be targeted by individuals and groups using
malicious code and viruses, and can be exposed to distributed denial-of-service attacks with the objective of
disrupting on-line banking services.
Despite efforts to ensure the security and integrity of our systems, it is possible that we may not be
able to anticipate, detect or recognize threats to our systems or to implement effective preventive measures
against all security breaches of these types inside or outside our business, especially because the techniques used
frequently are not recognized until launched, and because cyberattacks can originate from a wide variety of
sources, including individuals or groups who are or may be involved in organized crime, hostile foreign
governments or linked to terrorist organizations. These risks may increase in the future as our web-based product
offerings grow or we expand internal usage of web-based applications.
In addition, we outsource a significant portion of our data processing to certain third-party providers.
If any of these third-party providers encounters difficulties, or if we have difficulty communicating with them,
our ability to adequately process and account for transactions could be affected, and our business operations
could be adversely affected. Threats to information security also exist in the processing of customer information
through various other vendors and their personnel. We do not have direct control over the systems of these
vendors and third-party providers and, were they to suffer a breach, our sensitive data, including customer
information, could be accessed, publicly disclosed, lost or stolen
A successful penetration or circumvention of the security of our systems or the systems of another
market participant, our vendors or third party providers, which we refer to generally as a data breach, could
cause serious negative consequences, including significant disruption of our operations, misappropriation of
30
confidential information, or damage to computers or systems, and may result in violations of applicable privacy
and other laws, financial loss, loss of confidence, customer dissatisfaction, significant litigation exposure and
harm to our reputation, all of which could have a material adverse effect on our business, financial condition,
results of operations, and future prospects.
Any such data breach could compromise our networks and the information stored there could be accessed,
publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims
or proceedings, liability under laws that protect the privacy of personal information, including regulatory mandates
specific to the financial services industry, and regulatory penalties, disrupt our operations and the services we provide
to customers, damage our reputation, and cause a loss of confidence in our products and services, which could
adversely affect our business, revenues and competitive position.
We devote significant resources to protecting our and our customers’ information. To the extent that
the expenses associated with these and future protective measures increase, our non-interest expenses may
increase overall, which could adversely affect our results of operations. In addition, we maintain cyber risk
insurance coverage in amounts that we believe are reasonable based upon the scope of our activities. However,
this insurance coverage may not be sufficient to cover all of our losses from future data breaches of our systems
or the systems of another market participant or our vendors or third party providers. If our cyber risk insurance is
insufficient with respect to covering all of the losses resulting from any such future data breach, our financial
condition and results of operations could be adversely affected.
Our controls, processes and procedures may fail or be circumvented.
Management regularly reviews and updates our internal controls over financial reporting, disclosure
controls, processes and procedures, and corporate governance policies and procedures. Any system of controls,
however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not
absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls, processes
and procedures or failure to comply with regulations related to controls, processes and procedures could necessitate
changes in those controls, processes and procedures, which may increase our compliance costs, divert management
attention from our business or subject us to regulatory actions and increased regulatory scrutiny. Any of these could
have a material adverse effect on our business, results of operations, reputation and financial condition.
A natural disaster or recurring energy shortage, especially in California, could harm our business.
We are based in Irvine, California and, at December 31, 2018, approximately 59% of the aggregate
outstanding principal of our loans was secured by real estate located in California. In addition, the computer
systems that operate our Internet websites and some of their back-up systems are located in Irvine and San
Diego, California. Historically, California has been vulnerable to natural disasters. Therefore, we are susceptible
to the risks of natural disasters, such as earthquakes, wildfires, floods and mudslides. Natural disasters could
harm our operations directly through interference with communications, including the interruption or loss of our
information technology structure and websites, which could prevent us from gathering deposits, originating loans
and processing and controlling our flow of business, as well as through the destruction of facilities and our
operational, financial and management information systems. A natural disaster or recurring power outages may
also impair the value of our largest class of assets, our loan portfolio, which is comprised substantially of real
estate loans. Uninsured or underinsured disasters may reduce borrowers’ ability to repay mortgage loans.
Disasters may also reduce the value of the real estate securing our loans, impairing our ability to recover on
defaulted loans through foreclosure and making it more likely that we would suffer losses on defaulted loans.
California has also experienced energy shortages, which, if they recur, could impair the value of the real estate in
those areas affected. Although we have implemented several back-up systems and protections (and maintain
business interruption insurance), these measures may not protect us fully from the effects of a natural disaster.
The occurrence of natural disasters or energy shortages in California could have a material adverse effect on our
business prospects, financial condition and results of operations.
31
Environmental liabilities with respect to properties on which we take title may have a material effect on our
results of operations.
Although we perform limited environmental due diligence in conjunction with originating loans
secured by properties we believe have environmental risk, we could be subject to environmental liabilities on
real estate properties we foreclose upon and take title to in the normal course of our business. In connection with
environmental contamination, we may be held liable to governmental entities or to third parties for property
damage, personal injury, investigation and clean-up costs incurred by these parties, or we may be required to
investigate or clean-up hazardous or toxic substances at a property. The investigation or remediation costs
associated with such activities could be substantial. Furthermore, we may be subject to common law claims by
third parties based on damages and costs resulting from environmental contamination even if we were the former
owner of a contaminated site. The incurrence of a significant environmental liability could adversely affect our
business, financial condition and results of operations. These risks are present even though we perform
environmental due diligence on our collateral properties. Such diligence may not reflect all current risks or
threats, and unforeseen or unpredictable future events may cause a change in the environmental risk profile of a
property after a loan has been made.
We may be unable to successfully compete with financial services companies and other companies that
offer banking services.
We face direct competition from a significant number of financial institutions, many with a state-wide
or regional presence, and in some cases, a national presence, in both originating loans and attracting deposits.
Competition in originating loans comes primarily from other banks and finance companies, and more recently,
financial technology (or “fintech”) companies, that make loans in our primary market areas. In addition banks
with larger capitalizations and non-bank financial institutions that are not governed by bank regulatory
restrictions have larger lending limits and are better able to serve the needs of larger customers. Many of these
financial institutions are also significantly larger than us, have greater financial resources than we have, have
established customer bases and name recognition. We compete for loans principally on the basis of interest rates
and loan fees, the types of loans we offer and the quality of service that we provide to our borrowers. We also
face substantial competition in attracting deposits from other banking institutions, money market and mutual
funds, credit unions and other investment vehicles. Our ability to attract and retain deposits requires that we
provide customers with competitive investment opportunities with respect to rate of return, liquidity, risk and
other factors. To effectively compete, we may have to pay higher rates of interest to attract deposits, resulting in
reduced profitability. In addition, we rely upon local promotional activities, personal relationships established by
our officers, directors and employees and specialized services tailored to meet the individual needs of our
customers in order to compete. If we are not able to effectively compete in our market area, our profitability may
be negatively affected.
Our ability to attract and maintain customer and investor relationships depends largely on our reputation.
Damage to our reputation could undermine the confidence of our current and potential customers and
investors in our ability to provide high-quality financial services. Such damage could also impair the confidence
of our counterparties and vendors and ultimately affect our ability to effect transactions. Maintenance of our
reputation depends not only on our success in maintaining our service-focused culture and controlling and
mitigating the various risks described in this report, but also on our success in identifying and appropriately
addressing issues that may arise in areas such as potential conflicts of interest, anti-money laundering, customer
personal information and privacy issues, customer and other third-party fraud, record-keeping, technology-
related issues including but not limited to cyber fraud, regulatory investigations and any litigation that may arise
from the failure or perceived failure to comply with legal and regulatory requirements. Maintaining our
reputation also depends on our ability to successfully prevent third parties from infringing on our brands and
associated trademarks and our other intellectual property. Defense of our reputation, trademarks and other
intellectual property, including through litigation, could result in costs that could have a material adverse effect
on our business, financial condition, or results of operations.
32
We are subject to extensive regulation, which could adversely affect our business.
Our operations are subject to extensive regulation by federal, state and local governmental authorities
and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions
on part or all of our operations. Federal and state banking regulators have significant discretion and authority to
prevent or remedy unsafe or unsound practices or violations of laws or regulations by financial institutions and
bank holding companies in the performance of their supervisory and enforcement duties. The exercise of
regulatory authority may have a negative impact on our financial condition and results of operations.
Additionally, in order to conduct certain activities, including acquisitions, we are required to obtain regulatory
approval. There can be no assurance that any required approvals can be obtained, or obtained without conditions
or on a timeframe acceptable to us.
Because our business is highly regulated, the laws, rules and regulations applicable to us are subject to
regular modification and change. Regulations affecting banks and other financial institutions, such as the Dodd-
Frank Act, are continuously reviewed and change frequently. For instance, the Dodd-Frank Act has changed the
bank regulatory framework, created an independent consumer protection bureau that has assumed the consumer
protection responsibilities of the various federal banking agencies, and established more stringent capital
standards for banks and bank holding companies. The ultimate effect of such changes cannot be predicted.
Because our business is highly regulated, compliance with such regulations and laws may increase our costs and
limit our ability to pursue business opportunities. There can be no assurance that laws, rules and regulations will
not be proposed or adopted in the future, which could (i) make compliance much more difficult or expensive, (ii)
restrict our ability to originate, modify, broker or sell loans or accept certain deposits, (iii) restrict our ability to
foreclose on property securing loans, (iv) further limit or restrict the amount of commissions, interest or other
charges earned on loans originated or sold by us, or (v) otherwise materially and adversely affect our business or
prospects for business. These risks could affect our deposit funding and the performance and value of our loan
and investment securities portfolios, which could negatively affect our financial performance and financial
condition.
While recent federal legislation has scaled back portions of the Dodd-Frank Act and the current
administration in the United States may further roll back or modify certain of the regulations adopted since the
financial crisis, including those adopted under the Dodd-Frank Act, uncertainty about the timing and scope of
any such changes as well as the cost of complying with a new regulatory regime, may negatively impact our
business, at least in the short-term, even if the long-term impact of any such changes are positive for our
business.
We are subject to heightened regulatory requirements as our total assets exceed $10 billion.
With the acquisition of Grandpoint on July 1, 2018, our total assets exceeded $10 billion during the
quarter ended September 30, 2018. The Dodd-Frank Act and its implementing regulations impose various
additional requirements on bank holding companies with $10 billion or more in total assets, including a more
frequent and enhanced regulatory examination regime. In addition, banks, including ours, with $10 billion or
more in total assets are primarily examined by the CFPB with respect to various federal consumer financial
protection laws and regulations, with the Federal Reserve maintaining supervision over some consumer related
regulations. Previously, the Federal Reserve has been primarily responsible for examining our Bank’s
compliance with consumer protection laws. As a relatively new agency with evolving regulations and practices,
there is some uncertainty as to how the CFPB examination and regulatory authority might impact our business.
One key Dodd-Frank Act requirement applicable to banks with $10 billion or more in total assets has
been compulsory stress testing (Dodd-Frank Act Stress Test or “DFAST”). The Economic Growth, Regulatory
Relief, and Consumer Protection Act, signed into law on May 24, 2018, increased the asset threshold at which
company-run stress tests are required from $10 billion to $250 billion. The elimination of DFAST has not
eliminated the expectation of the regulatory agencies that we will conduct enhanced capital stress testing.
However, standards establishing the framework surrounding such expectations have not been announced. The
33
unknown nature and extent of future stress testing requirements creates uncertainty with respect to the impact of
those requirements on our business.
Compliance with stress testing requirements may necessitate that we hire additional compliance or
other personnel, design and implement additional internal controls, or incur other significant expenses, any of
which could have a material adverse effect on our business, financial condition or results of operations
Federal and state regulatory agencies periodically conduct examinations of our business, including
compliance with laws and regulations, and our failure to comply with any supervisory actions to which we are
or become subject as a result of such examinations may adversely affect us.
Federal and state regulatory agencies, including the Federal Reserve, the DBO and the FDIC,
periodically conduct examinations of our business, including compliance with laws and regulations. If, as a
result of an examination, a regulatory agency were to determine that the financial condition, capital resources,
asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become
unsatisfactory, or that the Company or its management was in violation of any law or regulation, it may take a
number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe
or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or
practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to
restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and
directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to
depositors, to terminate our deposit insurance. If we become subject to such regulatory actions, our business,
results of operations and reputation may be negatively impacted.
Changes in the value of goodwill and intangible assets could reduce our earnings.
When the Company acquires a business, a substantial portion of the purchase price of the acquisition
is allocated to goodwill and other identifiable intangible assets. The amount of the purchase price, which is
allocated to goodwill and other intangible assets is determined by the excess of the purchase price over the fair
value of the net identifiable assets acquired. As of December 31, 2018, the Company had approximately $909.3
million of goodwill and intangible assets, which includes goodwill of approximately $808.7 million resulting
from the acquisitions the Company has consummated since 2011. The Company accounts for goodwill and
intangible assets in accordance with U.S. GAAP, which, in general, requires that goodwill not be amortized, but
rather that it is tested for impairment at least annually at the reporting unit level. In testing for impairment of
goodwill and intangible assets, the Company first performs a qualitative assessment of goodwill and intangible
assets which considers the impact that various relevant economic, industry, market and company specific factors
may have on the value of the Company. The Company’s qualitative assessment considers known positive and
negative as well as any mitigating events and circumstances associated with each relevant factor that may be
deemed to have an impact on the value of the Company. Should the Company’s qualitative assessment indicate
the value of goodwill and intangible assets could be impaired, a quantitative assessment is then performed to
determine if there is impairment. This assessment involves determining the fair value of the reporting unit
(which in our case is the Company) and comparing that determination of fair value to the carrying value of the
Company in order to quantify the amount of possible impairment. The estimation of fair values involves a high
degree of judgment and subjectivity in the assumptions used. Changes in the local and national economy, the
federal and state legislative and regulatory environments for financial institutions, the stock market, interest rates
and other external factors (such as natural disasters or significant world events) may occur from time to time,
often with great unpredictability, and may materially impact the fair value of publicly traded financial
institutions and result in an impairment charge at a future date. If we were to conclude that a future write-down
of our goodwill or intangible assets is necessary, we would record the appropriate charge, which could have a
material adverse effect on our business, results of operations or financial condition.
34
Recent and potential future acquisitions may disrupt our business.
We have consummated ten acquisitions since 2010. Most recently, on July 1, 2018, we completed the
acquisition of Grandpoint, the holding company of Grandpoint Bank, a California state-chartered bank with $3.2
billion in total assets. The success of the Grandpoint acquisition or any future acquisition we may consummate
will depend on, among other things, our ability to realize the anticipated revenue enhancements and efficiencies
and to combine the businesses of Pacific Premier with Grandpoint or the target institution, as the case may be, in
a manner that does not materially disrupt the existing customer relationships of Grandpoint or the target
institution, as the case may be, or result in decreased revenues resulting from any loss of customers, and that
permits growth opportunities to occur. If we are not able to successfully achieve these objectives, the anticipated
benefits of the subject acquisition may not be realized fully or at all or may take longer to realize than expected.
It is possible that the ongoing Grandpoint integration process or the integration process associated
with any future acquisition could result in the loss of key employees, the disruption of ongoing businesses or
inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain
relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the
acquisitions. Integration efforts could also divert management attention and resources. These integration matters
could have an adverse effect on the combined company.
Potential future acquisitions may dilute stockholder value.
We continue to evaluate merger and acquisition opportunities and conduct due diligence activities
related to possible transactions with other financial institutions on an ongoing basis. As a result, merger or
acquisition discussions and, in some cases, negotiations may take place and future mergers or acquisitions
involving cash, debt or equity securities may occur at any time. Acquisitions typically involve the payment of a
premium over book and market values, and, therefore, some dilution of our stock’s tangible book value and net
income per common share may occur in connection with any future transaction. Furthermore, failure to realize
the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected
benefits from recent or future acquisitions could have a material adverse effect on our financial condition and
results of operations.
We cannot say with any certainty that we will be able to consummate, or if consummated,
successfully integrate future acquisitions or that we will not incur disruptions or unexpected expenses in
integrating such acquisitions. In attempting to make such future acquisitions, we anticipate competing with other
financial institutions, many of which have greater financial and operational resources. Acquiring other banks,
businesses, or branches involves various risks commonly associated with acquisitions, including, among other
things:
• Potential exposure to unknown or contingent liabilities of the target company;
• Exposure to potential asset quality issues of the target company;
• Potential disruption to our business;
• Potential diversion of management’s time and attention;
• The possible loss of key employees and customers of the target company;
• Difficulty in estimating the value of the target company; and
• Potential changes in banking or tax laws or regulations that may affect the target company.
35
The tax reform legislation enacted in late 2017 could negatively affect our financial condition and results
of operations.
In late 2017, the U.S. Congress passed significant legislation reforming the Internal Revenue Code
known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). In connection with the preparation of our
consolidated financial statements for the fiscal year ended December 31, 2018, we completed the process of
determining the accounting for the income tax effect of the Tax Act under ASC Topic 740, Income Taxes, as
disclosed in the related notes to the consolidated financial statements included in our Annual Report on Form 10-
K for the fiscal year ended December 31, 2018 and subsequent filings made by us with the SEC. Although the
Company has generally benefited from the legislation’s reduction in the federal corporate income tax rate, a tax
rate reduction has broader implications for the Company’s operations as the new rates could cause positive or
negative impacts on loan demand and on the Company’s pricing models, municipal bonds, tax credits and CRA
investments and capital market transactions. Additionally, the interest deduction limitation implemented by the
new tax law could make some businesses and industries less inclined to borrow, potentially reducing demand for
the Company’s commercial loan products.
Technical corrections or other forthcoming guidance could change how we interpret provisions of the Tax
Act, which may impact our effective tax rate and could affect our deferred tax assets, tax positions and/or our tax
liabilities. The ultimate overall impact of any tax reform on our business, customers and shareholders is uncertain
and could be adverse.
Changes in the fair value of our investment securities may reduce our stockholders’ equity and net income.
At December 31, 2018, $1.10 billion of our securities were classified as available-for-sale. At such
date, the aggregate net unrealized loss on our available-for-sale securities was $7.9 million. We increase or
decrease stockholders’ equity by the amount of change from the unrealized gain or loss (the difference between
the estimated fair value and the amortized cost) of our available-for-sale securities portfolio, net of the related
tax, under the category of accumulated other comprehensive income/loss. Therefore, a decline in the estimated
fair value of this portfolio will result in a decline in reported stockholders’ equity, as well as book value per
common share and tangible book value per common share. This decrease will occur even though the securities
are not sold. In the case of debt securities, if these securities are never sold and there are no credit impairments,
the decrease will be recovered over the life of the securities. In the case of equity securities, which have no stated
maturity, the declines in fair value may or may not be recovered over time.
At December 31, 2018, we had stock holdings in the FHLB of San Francisco totaling $19.6 million,
$51.5 million in FRB stock, and $37.7 million in other stock, all carried at cost. The stock held by us is carried at
cost and is subject to recoverability testing under applicable accounting standards. For the year ended
December 31, 2018, we did not recognize an impairment charge related to our stock holdings. There can be no
assurance that future negative changes to the financial condition of the issuers may require us to recognize an
impairment charge with respect to such stock holdings.
36
Risks Related to Ownership of Our Common Stock
The price of our common stock, like many of our peers, has fluctuated significantly over the recent past
and may fluctuate significantly in the future, which may make it difficult for you to resell your shares of
common stock at times or at prices you find attractive.
Stock price volatility may make it difficult for holders of our common stock to resell their common
stock when desired and at desirable prices. Our stock price can fluctuate significantly in response to a variety of
factors including, among other things:
•
Inaccurate management decisions regarding the fair value of assets and liabilities acquired which
could materially affect our financial condition;
Internal controls may fail;
• Natural disasters, fires, and severe weather;
•
• Reliance on other companies to provide key components of our business processes;
• Meeting capital adequacy standards and the need to raise additional capital in the future if
needed, including through future sales of our common stock;
• Actual or anticipated variations in quarterly results of operations;
• Recommendations by securities analysts;
• Failure of securities analysts to cover, or continue to cover, us;
• Operating and stock price performance of other companies that investors deem comparable to us;
• News reports relating to trends, concerns and other issues in the financial services industry,
including the failures of other financial institutions in the current economic downturn;
• Perceptions in the marketplace regarding us and/or our competitors;
• Departure of our management team or other key personnel;
• Cyber security breaches of the company or contracted partners;
• New technology used, or services offered, by competitors;
• Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital
commitments by or involving us or our competitors;
• Failure to integrate acquisitions or realize anticipated benefits from acquisitions;
• Existing or increased regulatory and compliance requirements, changes or proposed changes in
laws or regulations, or differing interpretations thereof affecting our business, or enforcement of
these laws and regulations;
• Litigation and governmental investigations;
• Changes in government regulations; and
• Geopolitical conditions such as acts or threats of terrorism or military conflicts.
General market fluctuations, industry factors and general economic and political conditions and
events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause
our stock price to decrease regardless of operating results as evidenced by the current volatility and disruption of
capital and credit markets.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
37
ITEM 2. PROPERTIES
The Company’s headquarters are located in Irvine, California at 17901 Von Karman Avenue. As of
December 31, 2018, our properties included 19 administrative offices and 44 branches. We owned 13 properties and
leased the remaining properties throughout Orange, Los Angeles, Riverside, San Bernardino, San Diego, San Luis
Obispo and Santa Barbara Counties, California as well as Pima and Maricopa Counties, Arizona, Clark County,
Nevada and Clark County, Washington. The lease terms are not individually material and range from month-to-
month to ten years from inception date.
All of our existing facilities are considered to be adequate for our present and anticipated future use. In the
opinion of management, all properties are adequately covered by insurance.
For additional information regarding properties of the Company, see Note 7. Premises and Equipment of
the Notes to the Consolidate Financial Statements contained in “Item 8. Financial Statements and Supplementary.”
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any material pending legal proceedings other than legal proceedings
occurring in the ordinary course of business. Management believes that none of these legal proceedings,
individually or in the aggregate, will have a material adverse impact on the results of operations or financial
condition of the Company
ITEM 4. MINE SAFETY DISCLOSURES
None.
38
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Shareholder Information
The common stock of the Corporation has been publicly traded since 1997 and is currently traded on the
NASDAQ Global Market under the symbol PPBI. As of February 22, 2019, there were approximately 12,729
holders of record of our common stock.
Equity Compensation Plan Information
The following table provides information as of December 31, 2018, with respect to options and RSUs
outstanding and shares available for future awards under the Company’s active equity incentive plans.
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
Number of
Securities
Remaining
Available for
Future Issuance
under Equity
Compensation
Plans (excluding
securities
reflected in
column (a))
(a)
(b)
(c)
Plan Category
Equity compensation plans approved by security holders:
Pacific Premier Bancorp, Inc. 2004 Long-term Incentive Plan
40,105
$
Pacific Premier Bancorp, Inc. Amended and Restated 2012
Stock Long-term Incentive Plan
Heritage Oaks Bancorp, Inc. 2005 Equity Incentive Plan
Heritage Oaks Bancorp, Inc. 2015 Equity Incentive Plan
Equity compensation plans not approved by security holders
Total Equity Compensation plans
578,063
35,950
27,815
—
681,933
13.80
14.88
17.87
21.63
—
15.26
—
3,272,558
—
652,866
—
3,925,424
39
Stock Performance Graph. The graph below compares the performance of our common stock with
that of the NASDAQ Composite Index (U.S. companies) and the NASDAQ Bank Stocks Index from December 31,
2013 through December 31, 2018. The graph is based on an investment of $100 in our common stock at its closing
price on December 31, 2013. The Corporation has not paid any dividends on its common stock.
Total Return to Stockholders
(Assumes $100 investment on 12/31/2013)
Total Return Analysis
12/31/2013
12/31/2014
12/31/2015
12/30/2016
12/29/2017
12/31/2018
Pacific Premier Bancorp, Inc.
$
100.00
$
110.10
$
135.01
$
224.59
$
254.13
$
NASDAQ Composite Index
NASDAQ Bank Stocks Index
100.00
100.00
113.40
102.84
119.89
109.65
128.89
148.06
165.29
153.26
162.13
158.87
125.82
Dividends
In January 2019, we announced the initiation of a quarterly cash dividend. We had not previously
declared or paid dividends on our common stock. On January 28, 2019, the Corporation’s board of directors
declared a $0.22 per share cash dividend, payable on March 1, 2019 to shareholders of record on February 15, 2019.
The Corporation anticipates continuing a regular quarterly cash dividend thereafter targeting a 35% initial payout
ratio. However, we have no obligation to pay dividends and we may change our dividend policy at any time without
notice to our shareholders. Any future determination to pay dividends to holders of our common stock will depend
on our results of operations, financial condition, capital requirements, banking regulations, contractual restrictions
and any other factors that our board of directors may deem relevant.
40
Our ability to pay dividends on our common stock is dependent on the Bank’s ability to pay dividends to
the Corporation. Various statutory provisions restrict the amount of dividends that the Bank can pay without
regulatory approval. For information on the statutory and regulatory limitations on the ability of the Corporation to
pay dividends to its stockholders and on the Bank to pay dividends to the Corporation, see “Item 1. Business-
Supervision and Regulation—Dividends” and “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Liquidity.”
Unregistered Sales of Equity Securities and Use of Proceeds
On October 26, 2018, the Corporation’s board of directors approved its third stock repurchase program.
Under the third stock repurchase program, the Corporation is authorized to repurchase up to $100 million of its
common stock. The program may be limited or terminated at any time without prior notice. The Company did not
repurchase any shares under the recently approved stock repurchase program. The stock repurchase program is
intended to replace and supersede the Company’s prior stock repurchase program, which was approved in June
2012 and authorized the repurchase of up to 1,000,000 shares of the Company’s common stock. An aggregate of
237,455 shares were repurchased under that program.
The following table provides information with respect to purchases made by or on behalf of us or any
“affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the fourth
quarter of 2018.
Period
October 1, 2018 to October 31, 2018
November 1, 2018 to November 30, 2018
December 1, 2018 to December 31, 2018
Total
Total Number
of Shares
Purchased
Average Price
Paid Per
Share
—
—
—
—
—
—
—
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs
Maximum
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
— $ 100,000,000
100,000,000
100,000,000
—
—
—
41
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth certain of our consolidated financial and statistical information at or for
each of the years presented. This data should be read in conjunction with our audited consolidated financial
statements as of December 31, 2018 and 2017, and for each of the years in the three-year period ended
December 31, 2018 and related Notes to Consolidated Financial Statements contained in “Item 8. Financial
Statements and Supplementary Data.”
Operating Data
Interest income
Interest expense
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
Net gains from loan sales
Other noninterest income
Noninterest expense
Income before income tax
Income tax
Net income
2018
For the Years Ended December 31,
2015
2016
2017
2014
(dollars in thousands, except per share data)
$
448,423
$
270,005
$
166,605
$
118,356
$
81,339
55,712
392,711
8,253
384,458
10,759
20,268
249,905
165,580
42,240
$
123,340
$
22,503
247,502
8,432
239,070
12,468
18,646
167,958
102,226
42,126
60,100
13,530
153,075
9,296
143,779
9,539
10,063
98,063
65,318
25,215
40,103
$
12,057
106,299
6,631
99,668
7,970
6,418
73,332
40,724
15,209
25,515
$
$
7,704
73,635
4,739
68,896
6,300
7,077
54,938
27,335
10,719
16,616
42
Share Data
Net income per share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
Book value per share (basic)
Book value per share (diluted)
Selected Balance Sheet Data
Total assets
Securities and FHLB stock
Loans held for sale, net
Loans held for investment, net
Allowance for loan losses
Total deposits
Total borrowings
Total stockholders’ equity
Performance Ratios
Return on average assets
Return on average equity
Average equity to average assets
Equity to total assets at end of period
Average interest rate spread
Net interest margin
Efficiency ratio (1)
Average interest-earnings assets to average interest-
bearing deposits and borrowings
Pacific Premier Bank Capital Ratios
Tier 1 leverage ratio
Common equity tier 1 risk-weighted capital ratio
Tier 1 capital to total risk-weighted assets
Total capital to total risk-weighted assets
Pacific Premier Bancorp, Inc. Capital Ratios
2018
For the Years Ended December 31,
2015
2016
2017
2014
$
$
$
2.29
2.26
$
1.59
1.56
$
1.49
1.46
$
1.21
1.19
0.97
0.96
53,963,047
37,705,556
26,931,634
21,156,668
17,046,660
54,613,057
38,511,261
27,439,159
21,488,698
17,343,977
$
31.52
31.38
$
26.86
26.73
$
16.54
16.78
$
13.86
13.78
11.81
11.73
$11,487,387
$ 8,024,501
$ 4,036,311
$ 2,789,599
$ 2,037,731
1,257,251
5,719
871,601
23,426
426,832
7,711
312,207
8,565
218,705
—
8,800,746
6,167,288
3,220,317
2,336,998
1,616,422
36,072
28,936
21,296
17,317
12,200
8,658,351
6,085,886
3,145,581
2,195,123
1,630,826
777,994
641,410
1,969,697
1,241,996
397,354
459,740
265,388
298,980
185,787
199,592
1.26%
0.99%
1.11%
0.97%
0.91%
7.71
16.33
17.15
4.00
4.44
51.6
6.75
14.62
15.48
4.18
4.43
50.9
9.30
11.97
11.39
4.22
4.48
53.6
9.31
10.45
10.72
4.01
4.25
55.9
8.76
10.38
9.79
4.01
4.21
61.3
169.84
164.66
166.42
149.17
145.45
11.06%
11.59%
10.94%
11.87
11.87
12.28
11.77
11.77
12.22
11.65
11.65
12.29
11.41%
12.35%
12.35
13.07
9.52%
9.91%
10.28
13.43
11.29%
N/A
12.72
13.45
9.18%
N/A
10.30
14.46
Tier 1 leverage ratio
10.38%
10.61%
9.78%
Common equity tier 1 risk-weighted capital ratio
Tier 1 capital to total risk-weighted assets
Total capital to total risk-weighted assets
Asset Quality Ratios
10.88
11.13
12.39
10.48
10.78
12.46
10.12
10.41
12.72
Nonperforming loans to loans held for investment
0.05%
0.05%
0.04%
0.18%
0.09%
Nonperforming assets as a percent of total assets
Net charge-offs to average total loans, net
Allowance for loan losses to loans held for investment
at period end
Allowance for loan losses as a percent of nonperforming
loans, gross at period end
0.04
0.01
0.41
743
0.04
0.02
0.47
881
0.04
0.17
0.66
1,866
0.18
0.06
0.74
436
0.12
0.05
0.75
845
(1) Represents the ratio of noninterest expense less other real estate owned operations, core deposit intangible amortization and merger
related expense to the sum of net interest income before provision for credit losses and total noninterest income less gains/(loss) on sale of
securities, other-than-temporary impairment recovery/(loss) on investment securities, gain on acquisitions and gain/(loss) from other real
estate owned.
43
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition and results of operations is intended to
provide a better understanding of the significant changes in trends relating to the Company’s financial condition,
results of operation, liquidity and capital resources. This section should be read in conjunction with the disclosures
regarding “Forward-Looking Statements” set forth in “Item I. Business-Forward Looking Statements”, as well as
the discussion set forth in “Item 8. Financial Statements and Supplementary Data,” including the notes to
consolidated financial statements.
Acquisition of Grandpoint
Effective July 1, 2018, we completed our acquisition of Grandpoint pursuant to an agreement and plan of
reorganization dated as of February 9, 2018 by and between the Corporation and Grandpoint. Prior to the
acquisition, Grandpoint was headquartered in Los Angeles, California and operated 14 regional offices in Southern
California. As a result of the acquisition, the Bank acquired approximately$3.05 billion in total assets, $2.40 billion
in gross loans and $2.51 billion in total deposits as of the date of the acquisition.
In connection with the consummation of the acquisition, the Corporation issued approximately
15,758,089 shares of its common stock valued at $38.15 per share, which was the closing price for the
Corporation’s common stock on June 29, 2018, which was the last trading day prior to the consummation of the
merger. The value of the total transaction consideration was approximately $601.2 million after approximately
$28.1 million in aggregate cash consideration payable to holders of Grandpoint share-based compensation awards
by Grandpoint.
Goodwill in the amount of $313.0 million was recognized in the Grandpoint acquisition. Goodwill
represents the future economic benefits rising from net assets acquired that are not individually identified and
separately recognized and is attributable to synergies expected to be derived from the combination of the two
entities. Goodwill recognized in this transaction is not deductible for income tax purposes.
Grandpoint acquisition was accounted for using the acquisition method of accounting and accordingly,
assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the
acquisition date, in accordance with FASB ASC Topic 805, Business Combinations. The fair values of the assets
acquired and liabilities assumed were determined based on the requirements of FASB ASC Topic 820: Fair Value
Measurements and Disclosures. Such fair values are preliminary estimates and subject to refinement for up to one
year after the closing date of acquisition as additional information relative to the closing date fair values becomes
available and such information is considered final, whichever is earlier. Fair value adjustments will be finalized no
later than July 2019.
Summary
Our principal business is attracting deposits from small and middle market businesses and consumers
and investing those deposits, together with funds generated from operations and borrowings, primarily in
commercial business loans and various types of commercial real estate loans. The Company expects to fund
substantially all of the loans that it originates or purchases through deposits, FHLB advances and other borrowings
and internally generated funds. Deposit flows and cost of funds are influenced by prevailing market rates of interest
primarily on competing investments, account maturities and the levels of savings in the Company’s market area.
The Company generates the majority of its revenues from interest income on loans that it originates and purchases,
income from investment in securities and service charges on customer accounts. The Company’s revenues are
partially offset by interest expense paid on deposits and borrowings, the provision for loan losses and noninterest
expenses, such as operating expenses. The Company’s operating expenses primarily consist of employee
compensation and benefit expenses, premises and occupancy expenses, data processing and communication
44
expenses and other general expenses. The Company’s results of operations are also affected by prevailing economic
conditions, competition, government policies and other actions of regulatory agencies.
Critical Accounting Policies and Estimates
We have established various accounting policies that govern the application of accounting principles
generally accepted in the United States of America in the preparation of the Company’s financial statements in Item
8 hereof. The Company’s significant accounting policies are described in Note 1 to the Consolidated Financial
Statements. Certain accounting policies require management to make estimates and assumptions that have a
material impact on the carrying value of certain assets and liabilities; management considers these to be critical
accounting policies. The estimates and assumptions management uses are based on historical experience and other
factors, which management believes to be reasonable under the circumstances. Actual results could differ
significantly from these estimates and assumptions, which could have a material impact on the carrying value of
assets and liabilities at consolidated statements of financial condition dates and the Company’s results of operations
for future reporting periods.
Allowance for Loan Losses
We consider the determination of ALLL to be among our critical accounting policies,requiring judicious
estimates and assumptions in the preparation of the Company’s financial statements and being particularly
susceptible to significant change. The Company maintains an ALLL at a level deemed appropriate by management
to provide for known or probable incurred losses in the portfolio at the consolidated statements of financial
condition date. The Company has implemented and adheres to an internal loan review system and loss allowance
methodology designed to provide for the detection of problem loans and maintenance of an adequate allowance to
cover loan losses. Management’s determination of the adequacy of ALLL is based on an evaluation of the
composition of the portfolio, actual loss experience, industry charge-off experience on loans, current economic
conditions, and other relevant factors in the areas in which the Company’s lending and real estate activities are
based. These factors may affect the borrowers’ ability to pay and the value of the underlying collateral. The
allowance is calculated by applying loss factors to loans held for investment according to loan type and loan credit
classification. The loss factors are evaluated on a quarterly basis and established based primarily upon the Bank’s
historical loss experience and, to a lesser extent, the industry charge-off experience. Various regulatory agencies, as
an integral part of their examination process, periodically review the Company’s ALLL. Such agencies may require
the Bank to recognize additions to the allowance based on judgments different from those of management. In the
opinion of management, and in accordance with the credit loss allowance methodology, the present allowance is
considered adequate to absorb estimable and probable credit losses. Additions and reductions to the allowance are
reflected in current operations. Charge-offs to the allowance are made when specific loans (or portions thereof) are
considered uncollectible or are transferred to OREO and the fair value of the property is less than the loan’s
recorded investment. Recoveries are credited to the allowance.
Although management uses the best information available to make these estimates, future adjustments to
the allowance may be necessary due to economic, operating, regulatory and other conditions that may be beyond
the Company’s control. For further information on the ALLL, see Notes 1 and 5 to the Consolidated Financial
Statements in Item 8 hereof.
Business Combinations
We account for acquisitions under the acquisition method. All identifiable assets acquired and liabilities
assumed are recorded at fair value. Any excess of the purchase price over the fair value of net assets and other
identifiable intangible assets acquired is recorded as goodwill. Identifiable intangible assets include core deposit
intangibles, which have a definite life. Core deposit intangibles (“CDI”) are subsequently amortized over the
estimated life up to 10 years and are tested for impairment annually. Goodwill generated from business
combinations is deemed to have an indefinite life and is not subject to amortization, and instead is tested for
impairment at least annually.
45
As part of the estimation of fair value, we review each loan or loan pool acquired to determine whether
there is evidence of deterioration in credit quality since inception and if it is probable that the Company will be
unable to collect all amounts due under the contractual loan agreements. We consider expected prepayments and
estimated cash flows including principal and interest payments at the date of acquisition. If a loan is determined to
be a purchased credit impaired (“PCI”) loan, the amount in excess of the estimated future cash flows is not accreted
into earnings (non-accretable difference). The amount in excess of the estimated future cash flows over the book
value of the loan is accreted into interest income over the remaining life of the loan (accretable yield). The
Company records these loans on the acquisition date at their net realizable value. Thus, an allowance for estimated
future losses is not established on the acquisition date. Losses or a reduction in cash flow, which arise subsequent to
the date of acquisition are reflected as a charge through the provision for loan losses. An increase in the expected
cash flows adjusts the level of the accretable yield recognized on a prospective basis over the remaining life of the
loan.
Income Taxes
Deferred tax assets and liabilities are recorded for the expected future tax consequences of events that
have been recognized in the Company’s financial statements or tax returns using the asset liability method. In
estimating future tax consequences, all expected future events other than enactments of changes in the tax laws or
rates are considered. The effect on deferred taxes of a change in tax rates is recognized in income in the period that
includes the enactment date. Deferred tax assets are to be recognized for temporary differences that will result in
deductible amounts in future years and for tax carryforwards if, in the opinion of management, it is more likely than
not that the deferred tax assets will be realized. See also Note 14 of the Consolidated Financial Statements in Item 8
hereof.
Fair Value of Financial Instruments
We use fair value measurements to record fair value adjustments to certain financial instruments and to
determine fair value disclosures. Investment securities available-for-sale are financial instruments recorded at fair
value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other
financial assets on a non-recurring basis, such as impaired loans and OREO. These non-recurring fair value
adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual
assets. During the first quarter of 2018, the Company adopted ASU 2016-01 and measures the fair value of financial
instruments reported at amortized cost on the consolidated statement of financial condition using the exit price
notion. Further, we include in Note 18 to the Consolidated Financial Statements information about the extent to
which fair value is used to measure assets and liabilities, the valuation methodologies used and its impact to
earnings. Additionally, for financial instruments not recorded at fair value we disclose the estimate of their fair
value.
Operating Results
Overview. The comparability of financial information is affected by our acquisitions. On July 1, 2018,
the Company completed the acquisition of Grandpoint.
Non-GAAP Measurements
The Company uses certain non-GAAP financial measures to provide meaningful supplemental
information regarding the Company’s operational performance and to enhance investors’ overall understanding of
such financial performance. However, these non-GAAP financial measures are supplemental and are not a
substitute for an analysis based on GAAP measures and may not be comparable to non-GAAP financial measures
that may be presented by other companies. The non-GAAP measures used in this Form 10-K include the following:
• Tangible common equity: Total stockholders’ equity is reduced by the amount of intangible assets,
including goodwill.
46
• Tangible common equity amounts and ratios, tangible assets and tangible book value per share:
Given that the use of these measures is prevalent among banking regulators, investors and analysts,
we disclose them in addition to equity-to-assets ratio, total assets and book value per share,
respectively.
The following tables provide reconciliations of the non-GAAP measures with financial measures defined
by GAAP:
Total stockholders’ equity
Less: Intangible assets
Tangible common equity
Total assets
Less: Intangible assets
Tangible assets
Common Equity ratio
Less: Intangible equity ratio
Tangible common equity ratio
For the Years ended December 31,
2018
2017
2016
(dollars in thousands)
$
$
1,969,697
909,282
1,060,415
$ 11,487,387
909,282
$ 10,578,105
$
$
$
$
1,241,996
536,343
705,653
8,024,501
536,343
7,488,158
$
$
$
$
459,740
111,941
347,799
4,036,311
111,941
3,924,370
17.15%
7.13
10.02%
15.48%
6.06
9.42%
11.39%
2.53
8.86%
Basic shares outstanding
62,480,755
46,245,050
27,798,283
Book value per share
Less: Intangible book value per share
Tangible book value per share
$
$
31.52
14.55
16.97
$
$
26.86
11.60
15.26
$
$
16.54
4.03
12.51
Net Interest Income. Our primary source of revenue is net interest income, which is the difference
between the interest earned on loans, investment securities, and interest earning balances with financial institutions
(“interest-earning assets”) and the interest paid on deposits and borrowings (“interest-bearing liabilities”). Net
interest margin is net interest income expressed as a percentage of average interest earning assets. Net interest
income is affected by changes in both interest rates and the volume and mix of interest-earning assets and interest-
bearing liabilities.
For 2018, net interest income totaled $392.7 million, an increase of $145.2 million or 59% from 2017.
The increase reflected an increase in average interest-earning assets of $3.25 billion, primarily due to the acquisition
of Grandpoint on July 1, 2018 and PLZZ on November 1, 2017, which at acquisition added $2.40 billion and $1.06
billion of loans, respectively, and organic loan growth from new loan originations of $1.62 billion in 2018, partially
offset by an increase in interest-bearing liabilities of $1.81 billion and loan paydowns of $1.28 billion. Net interest
margin increased 1 basis point to 4.44% from 2017, primarily due to the yield on interest-earning assets’ increasing
23 basis points and a higher level of increases in the balances of interest-earning assets relative to interest-bearing
liabilities, offset by a 41 basis point increase in the cost of interest-bearing liabilities.
For 2017, net interest income totaled $247.5 million, an increase of $94.4 million or 62% from 2016.
The increase reflected an increase in average interest-earning assets of $2.17 billion, primarily due to the
acquisitions of HEOP and PLZZ in the second and fourth quarter of 2017, respectively. Net interest margin
decreased 5 basis points to 4.43% from 2016, primarily due to yield on interest-earning assets decreasing 4 basis
points and a slight increase in cost of funds.
47
The following table presents for the periods indicated the average dollar amounts from selected balance
sheet categories calculated from daily average balances and the total dollar amount, including adjustments to yields
and costs, of:
•
•
Interest income earned from average interest-earning assets and the resultant yields; and
Interest expense incurred from average interest-bearing liabilities and resultant costs, expressed as rates.
The table also sets forth our net interest income, net interest rate spread and net interest rate margin for
the periods indicated. The net interest rate spread represents the difference between the yield on interest-earning
assets and the cost of interest-bearing liabilities. The net interest rate margin reflects the ratio of net interest income
as a percentage of interest-earning assets for the year.
For the Years Ended December 31,
2018
2017
2016
Average
Balance
Interest
Average
Yield/
Cost
Average
Balance
Interest
Average
Yield/
Cost
Average
Balance
Interest
Average
Yield/
Cost
(dollars in thousands)
Assets
Interest-earning assets:
Cash and cash equivalents
$
221,236
$
2,123
0.96% $
140,402
$
842
0.60% $
180,185
$
Investment securities
Loans receivable, net (1)
1,087,835
30,890
7,527,004
415,410
2.84
5.52
718,564
18,136
4,724,808
251,027
2.52
5.31
334,283
2,900,379
157,935
762
7,908
0.42%
2.37
5.45
Total interest-earning
assets
8,836,075
448,423
5.07%
5,583,774
270,005
4.84%
3,414,847
166,605
4.88%
Noninterest-earning assets
958,842
Total assets
$ 9,794,917
511,109
$ 6,094,883
186,564
$ 3,601,411
Liabilities and Equity
Interest-bearing deposits:
Interest checking
Money market
Savings
Retail certificates of deposit
Wholesale/brokered
certificates of deposit
Total interest-bearing
deposits
FHLB advances and other
borrowings
Subordinated debentures
Total borrowings
Total interest-bearing
liabilities
Noninterest-bearing deposits
Other liabilities
Total liabilities
Stockholders’ equity
Total liabilities and equity
$ 9,794,917
Net interest income
Net interest rate spread
Net interest margin
Ratio of interest-earning assets to interest-
bearing liabilities
$
438,698
$
1,167
0.27% $
293,450
$
0.12% $
176,508
$
2,624,106
19,567
241,686
897,033
357
10,937
334,728
5,625
0.75
0.15
1.22
1.68
1,701,209
189,408
556,121
365
6,720
251
3,390
1,003,861
98,224
416,232
203
3,638
151
3,084
227,822
2,645
180,209
1,315
0.40
0.13
0.61
1.16
0.11%
0.36
0.15
0.74
0.73
4,536,251
37,653
0.83%
2,968,010
13,371
0.45%
1,875,034
8,391
0.45%
558,518
107,732
666,250
5,202,501
2,909,588
82,942
8,195,031
1,599,886
11,343
6,716
18,059
2.03
6.23
2.71%
341,782
81,466
423,248
4,411
4,721
9,132
1.29
5.80
2.16%
107,519
69,346
176,865
1,295
3,844
5,139
1.20
5.54
2.91%
55,712
1.07%
3,391,258
22,503
0.66%
2,051,899
13,530
0.66%
1,758,730
54,039
5,204,027
890,856
$ 6,094,883
1,086,814
31,682
3,170,395
431,016
$ 3,601,411
$ 392,711
$ 247,502
$ 153,075
4.00%
4.44%
169.84%
4.18%
4.43%
164.65%
4.22%
4.48%
166.42%
(1) Average balance includes loans held for sale and nonperforming loans and is net of deferred loan origination fees/costs and discounts/premiums.
48
Changes in our net interest income are a function of changes in both volumes and mix as well as rates of
interest-earning assets and interest-bearing liabilities. The following table presents the impact the volume and rate
changes have had on our net interest income for the years indicated. For each category of interest-earning assets and
interest-bearing liabilities, we have provided information on changes to our net interest income with respect to:
• Changes in volume (changes in volume multiplied by the prior period rate);
• Changes in interest rates (changes in interest rates multiplied by the prior period volume); and
• The change or the combined impact of volume and rate changes allocated proportionately to changes
in volume and changes in interest rates.
Year Ended December 31, 2018
Compared to
Year Ended December 31, 2017
Increase (Decrease) Due to
Year Ended December 31, 2017
Compared to
Year Ended December 31, 2016
Increase (Decrease) Due to
Volume
Rate
Net
Volume
Days
Rate
Net
(dollars in thousands)
Interest-Earning Assets
Cash and cash equivalents
$
628
$
653
$
1,281
$
(193) $
(2) $
Investment securities
Loans receivable, net
Total interest-earning assets
Interest-Bearing Liabilities
Transaction accounts
Time deposits
FHLB advances and other borrowings
Subordinated debentures
10,225
154,121
164,974
5,203
4,417
3,648
1,429
2,529
10,262
13,444
8,552
6,110
3,284
566
12,754
164,383
178,418
9,696
97,907
107,410
13,755
10,527
6,932
1,995
2,935
1,330
3,020
602
7,887
275
532
(4,127)
(3,320)
$
80
10,228
93,092
103,400
429
323
108
275
1,135
3,344
1,636
3,116
877
8,973
—
(688)
(690)
(20)
(17)
(12)
—
(49)
Total interest-bearing liabilities
14,697
18,512
33,209
Changes in net interest income
$ 150,277
$
(5,068) $ 145,209
$
99,523
$
(641) $
(4,455) $
94,427
Provision for Credit Losses. For 2018, we recorded an $8.3 million provision for credit losses
compared to $8.4 million recorded in 2017. The provision included a $96,000 provision primarily for unfunded
commitments compared to a provision reversal of $207,000 in 2017. Net loan charge-offs for 2018 amounted to
$1.0 million, virtually unchanged from $1.0 million in 2017.
For 2017, we recorded an $8.4 million provision for credit losses compared to $9.3 million recorded in
2016. The $864,000 decrease in the provision for loan losses was primarily attributable to a lower level of net
charge-offs for the year, partially offset by the growth in our loan portfolio. Net loan charge-offs for 2017 amounted
to $1.0 million, which decreased from $4.8 million in 2016.
Noninterest Income. For 2018, noninterest income totaled $31.0 million, a decrease of $87,000 or 0.3%
from 2017. The decrease was primarily due to a decrease in other income of $2.0 million, which is primarily
attributable to lower recoveries of $3.1 million from pre-acquisition charge-offs, and a decrease in other service fee
income of $945,000. Also, the Bank had a $1.7 million decrease on the gain on sale of loans, from $12.5 million in
2017 to $10.8 million in 2018. During 2018, we sold $307.5 million of loans with an average price of 103.5%,
compared to 2017 in which we sold $223.6 million of loans with an average price of 105.6%. Lastly, gain on sale of
investments decreased $1.3 million as the Bank sold $393.1 million of securities during 2018 compared to $260.8
million in 2017. These decreases were offset by an increases of $2.3 million, $1.9 million and $658,000 in debit
card interchange fee income, service charges on deposit accounts and loan servicing fees income, respectively,
reflecting growth in core transaction deposit and loan accounts from both organic growth and the Grandpoint
acquisition. In addition, earnings on banked-owned-life-insurance (“BOLI”) increased $1.1 million, which was
primarily the result of a death benefit of $471,000 in 2018 as compared to $63,000 in 2017 and, to a lesser extent,
additional BOLI acquired with the Grandpoint and PLZZ acquisitions.
49
For 2017, noninterest income totaled $31.1 million, an increase of $11.5 million or 58.7% from
2016. The increase was primarily due to an increase in other income of $3.0 million, which is primarily attributable
to higher recoveries of $2.0 million from pre-acquisition charge-offs, higher service charges on deposit accounts of
$1.8 million, growth in core transaction deposit and loan accounts from both organic growth and the acquisitions of
HEOP and PLZZ , higher debit card interchange fee income of $1.8 million and higher BOLI income of $926,000.
Also, the Bank had a $2.9 million increase on the gain on sale of loans, from $9.5 million in 2016 to $12.5 million
in 2017. During 2017, we sold $223.6 million of loans, compared to 2016 in which we sold $112.5 million of loans.
Lastly, gain on sale of investments increased $940,000 as the Bank sold $260.8 million of securities during 2017
compared to $221.6 million in 2016.
Noninterest Income
Loan servicing fees
Service charges on deposit accounts
Other service fee income
Debit card interchange fee income
Earnings on BOLI
Net gain from sales of loans
Net gain from sales of investment securities
Other income
Total noninterest income
For the Years ended December 31,
2018
2017
2016
(dollars in thousands)
$
1,445
$
787
$
5,128
902
4,326
3,427
10,759
1,399
3,641
3,273
1,847
2,043
2,279
12,468
2,737
5,680
1,032
1,459
1,516
267
1,353
9,539
1,797
2,639
$
31,027
$
31,114
$
19,602
Noninterest Expense. For 2018, noninterest expense totaled $249.9 million, an increase of $81.9
million or 48.8% from 2017. The increase in noninterest expense was primarily due to higher compensation and
benefits of $45.7 million, which was primarily related to an increase in staff from our acquisition of Grandpoint on
July 1, 2018 and PlZZ on November 1, 2017, and internal growth in staff to support our overall growth. Occupancy
expense grew by $9.8 million in 2018, mostly due to the HEOP and PLZZ acquisitions in 2017 and Grandpoint
acquisition in2018, and the additional branches retained from those acquisitions. The remaining expense categories,
excluding merger-related expense, grew by $28.9 million or 60.2% in 2018, due to both a combination of expense
growth related to the acquisition of Grandpoint and PLZZ and increased expenses to support the Company’s organic
growth in loans and deposits. The most significant increases in expense from these remaining categories were a
$7.5 million increase in CDI expenses, $5.2 million increase in data processing costs, $3.9 million increase in legal,
audit, and professional expenses, and a $3.7 million increase in deposit related expenses, which include expenses
such as lock box services. Merger-related expense decreased $2.5 million as compared to 2017, reflecting the costs
of the acquisitions of HEOP and PLZZ in 2017 as compared to the costs of the Grandpoint acquisition in 2018.
For 2017, noninterest expense totaled $168.0 million, an increase of $69.9 million or 71.3% from 2016.
The increase in noninterest expense was primarily due to higher compensation and benefits of $31.3 million,
primarily related to an increase in staff from our acquisitions of HEOP in April 2017, PLZZ in November 2017, and
internal growth in staff to support our overall growth. Merger-related expense increased $16.6 million in 2017 as
compared to 2016 reflecting costs from both the HEOP and PLZZ acquisitions in 2017 compared to the SCAF
acquisition in 2016. Occupancy expense grew by $4.9 million in 2017, mostly due to the acquisitions and the
additional branches retained following the HEOP and PLZZ acquisitions. The remaining expense categories grew
by $17.1 million or 55.1% in 2017, due to both a combination of expense growth related to the acquisitions of
HEOP and PLZZ and increased expenses to support the Company’s organic growth in loans and deposits. The most
significant increases in expense from these remaining categories were a $4.1 million increase in CDI expenses, $3.9
million increase in data processing costs, $3.1 million increase in legal, audit, and professional expenses, and a $1.3
million increase in deposit related expenses, which include expenses such as lock box services.
50
Our efficiency ratio was 51.6% for 2018, compared to 51.0% for 2017 and 53.3% for 2016.
Noninterest Expense
Compensation and benefits
Premises and occupancy
Data processing
Other real estate owned operations, net
FDIC insurance premiums
Legal, audit and professional expense
Marketing expense
Office, telecommunications and postage expense
Loan expense
Deposit expense
Merger-related expense
CDI amortization
Other expense
For the Years ended December 31,
2018
2017
2016
(dollars in thousands)
$
129,886
$
84,138
$
52,836
24,544
13,412
4
3,002
10,040
6,151
5,312
3,370
9,916
18,454
13,594
12,220
14,742
8,206
72
2,151
6,101
4,436
3,117
3,299
6,240
21,002
6,144
8,310
9,838
4,261
385
1,545
3,041
3,981
2,107
2,191
4,904
4,388
2,039
6,547
Total noninterest expense
$
249,905
$
167,958
$
98,063
Income Taxes. The Company recorded income taxes of $42.2 million in 2018, compared with $42.1
million in 2017, and $25.2 million in 2016. Our effective tax rate was 25.5% for 2018, 41.2% for 2017, and 38.6%
for 2016. The effective tax rate in each year is affected by various items, including changes in tax law, tax exempt
income from municipal securities, BOLI, tax credits from investments in low income housing tax credits
(“LIHTC”) and merger-related expense.
The effective tax rate decreased from 41.2% in 2017 to 25.5% in 2018 primarily due to the reduction of
the federal income tax rate from 35% to 21% as a result of the Tax Cuts and Jobs Act (“Tax Act”), as well as the re-
measurement of deferred tax amounts that existed December 31, 2018 to reflect the initial estimated impact of the
Tax Act on those deferred tax amounts in the year of enactment.
See Note 14 to the Consolidated Financial Statements included in Item 8 hereof for further discussion of
income taxes and an explanation of the factors, which impact our effective tax rate.
Financial Condition
At December 31, 2018, total assets of the Company were $11.49 billion, up $3.46 billion or 43% from
total assets of $8.02 billion at December 31, 2017. The increase in assets in 2018 was primarily related to the $2.64
billion increase in loans held for investment, which was mainly attributable to organic loan growth and the
acquisition of Grandpoint on July 1, 2018. The acquisition of Grandpoint added $2.40 billion of loans in the third
quarter of 2018 before fair value adjustments.
Investment Activities
Our investment policy, as established by our board of directors, attempts to provide and maintain
liquidity, generate a favorable return on investments without incurring undue interest rate and credit risk and
complement our lending activities. Specifically, our investment policy generally limits our investments to U.S.
government securities, federal agency-backed securities, government-sponsored guaranteed mortgage-backed
securities (“MBS”) and collateralized mortgage obligations (“CMO”), municipal bonds, and corporate bonds,
51
specifically bank debt notes. The Bank has designated all investment securities as available-for-sale outside of
investments made for CRA purposes.
Below is a breakdown of the portfolio for the past three years by investment type and designation.
At December 31,
Amortized
Cost
2018
Fair
Value
%
Portfolio
Amortized
Cost
2017
Fair
Value
%
Portfolio
Amortized
Cost
2016
Fair
Value
%
Portfolio
(dollars in thousands)
Investment Securities
Available-for-Sale:
U.S. Treasury
$
59,688
$
60,912
5.3% $
— $
—
—% $
— $
128,958
104,158
238,914
130,070
103,543
238,630
11.3
9.0
20.8
47,051
78,155
47,209
79,546
228,929
232,128
5.9
9.9
28.8
—
37,475
37,642
120,155
118,803
—
—
—%
—
9.7
30.5
Agency
Corporate debt
Municipal bonds
Collateralized
mortgage obligation:
residential
Mortgage-backed
securities: residential
Total investment
securities available-
for-sale
Investment Securities
Held-to-Maturity:
Mortgage-backed
securities: residential
Other
Total investment
securities held-to-
maturity
Total investment
securities
24,699
24,338
2.1
33,984
33,781
4.2
31,536
31,388
8.1
554,751
545,729
47.6
398,664
394,765
49.0
196,496
193,130
49.5
1,111,168
1,103,222
96.1
786,783
787,429
97.8
385,662
380,963
97.8
43,381
1,829
42,843
1,829
3.7
0.2
17,153
1,138
16,944
1,138
45,210
44,672
3.9
18,291
18,082
2.1
0.1
2.2
7,375
1,190
7,271
1,190
8,565
8,461
1.9
0.3
2.2
$1,156,378
$1,147,894
100% $ 805,074
$ 805,511
100% $ 394,227
$ 389,424
100%
Our investment securities portfolio amounted to $1.15 billion at December 31, 2018, as compared to
$805.5 million at December 31, 2017, representing a 43% increase. The increase in securities in 2018 was primarily
due to the acquisition of Grandpoint, which increased securities by $393.1 million as well as purchases of $491.3
million, partially offset by sales of $393.1 million and calls, principal pay downs and amortization/accretion of
$140.0 million. In general, the purchase of investment securities primarily related to investing excess liquidity from
our banking operations, while the sales were made to help fund loan production, which improved our interest-
earning asset mix by deploying investment securities dollars into higher yielding loans.
52
The following table sets forth the fair values and weighted average yields on our investment security
portfolio by contractual maturity as of the date indicated:
At December 31, 2018
One Year
or Less
More than One Year
to Five Years
More than Five Years
to Ten Years
More than
Ten Years
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
Total
Fair
Value
(dollars in thousands)
Investment
Securities
Available-for-
Sale:
U.S. Treasury
$
Agency
Corporate debt
—
991
—
Municipal bonds
5,264
Collateralized
mortgage
obligation:
residential
Mortgage-backed
securities:
residential
Total
investment
securities
available-for-
sale
Investment
Securities Held-
to-Maturity:
Mortgage-backed
securities:
residential
Other
Total
investment
securities held-
to-maturity
Total
investment
securities
—% $ 10,606
2.93% $ 50,306
2.92% $
—
—% $
60,912
2.56
—
1.98
—
—
35,769
—
29,704
3.09
—
2.03
74,926
103,543
69,581
2.99
4.58
2.06
18,384
—
134,081
2.91
—
2.71
130,070
103,543
238,630
—
—
814
2.81
23,524
2.55
24,338
1,527
1.06
161,964
2.68
382,238
2.52
545,729
—
—
6,255
2.07
77,606
2.62
461,134
3.09
558,227
2.58
1,103,222
—
—
—
—
—
—
942
—
3.08
—
942
3.08
—
—
—
—
—
41,901
1,829
3.25
0.97
42,843
1,829
—
43,730
3.16
44,672
$
6,255
2.07% $ 78,548
2.63% $ 461,134
3.09% $ 601,957
2.62% $1,147,894
As of December 31, 2018, our investment securities portfolio consisted of $589.1 million in
government-sponsored enterprise (“GSE”) MBS, $238.6 million in municipal bonds, $130.1 million of agency
bonds, $103.5 million in corporate bonds, $24.3 million in GSE collateralized mortgage obligations (“CMO”) and
$1.8 million in other securities. The total end of period weighted average interest rate on investments at
December 31, 2018 was 2.80%, compared to 2.69% at December 31, 2017, reflecting the increased investment in
higher yielding corporate bonds. At December 31, 2018, we had an estimated par value of $20.3 million of the GSE
securities that were pledged as collateral for the Company’s $75,000 HOA reverse repurchase agreements. The
average balance of repurchase agreement facilities was $15.0 million during the year ended December 31, 2018.
The following table lists the percentage of our portfolio exposure to any one issuer as a percentage of
capital. The only issuers with greater than 10% exposure are the FNMA and the FHLMC. At December 31, 2018
and December 31, 2017, there were no holdings of securities of any one issuer, other than the U.S. Government and
its agencies, in an amount greater than 10% of stockholders’ equity.
53
Amortized
Cost
2018
Fair
Value
At December 31,
% Capital
Amortized
Cost
(dollars in thousands)
2017
Fair
Value
% Capital
$
23,134
$
22,488
1.1% $
30,497
$
30,008
322,220
234,096
317,643
229,936
16.1
11.7
216,530
185,621
214,685
183,853
2.4%
17.3
14.8
Issuer
GNMA
FNMA
FHLMC
All of the municipal bond securities in our portfolio have an underlying rating of investment grade, with
the majority insured by the largest bond insurance companies to bring each of these securities to a Moody’s A+
rating or better. The Company has predominantly purchased general obligation bonds that are risk-weighted at 20%
for regulatory capital purposes. The Company reduces its exposure to any single adverse event by holding securities
from geographically diversified municipalities. We are continually monitoring the quality of our municipal bond
portfolio in accordance with current financial conditions. To our knowledge, none of the municipalities in which we
hold bonds are exhibiting financial problems that would require us to record an OTTI charge.
The following is a listing of the breakdown by state for our municipal holdings, with all states with
greater than 5% of the portfolio listed. 86.3% of the Texas issues are insured by The Texas Permanent School Fund.
Issuer
Texas
California
Other
Total municipal securities
Loans
At December 31, 2018
Amortized
Cost
Fair
Value
% Municipal
(dollars in thousands)
$
$
110,746
$
40,600
87,568
238,914
$
109,893
41,170
87,567
238,630
46.1%
17.3
36.6
100.0%
Loans held for investment, net, totaled $8.80 billion at December 31, 2018, an increase of $2.63 billion
or 43% from December 31, 2017. The increase in loans from December 31, 2017 includes loans acquired from
Grandpoint, which added $2.4 billion of loans in the third quarter of 2018 before fair value adjustments, as well as
our organic loan growth. The increase in loans included increases in commercial non-owner occupied of $760.1
million, multi-family of $740.9 million, commercial owner occupied of $389.9 million, C&I loans of $277.8
million, construction loans of $240.8 million, franchise loans of $105.0 million, one-to-four family loans of $85.4
million, agribusiness loans of $22.5 million, land loans of $15.4 million, SBA loans of $8.4 million and farmland
loans of $5.1 million, partially offset by the decrease in consumer loans of $3.5 million. The total end of period
weighted average interest rate on loans as of December 31, 2018 was 5.13% and, as of December 31, 2017, was
4.95%.
Loans held for sale totaled $5.7 million at December 31, 2018. Loans held for sale primarily represent
the guaranteed portion of SBA loans, which the Bank originates for sale. As of December 31, 2017, loans held for
sale totaled $23.4 million.
54
The following table sets forth the composition of our loan portfolio in dollar amounts and as a
percentage of the portfolio at the dates indicated:
At December 31,
2018
% of
Total
Weighted
Average
Interest
Rate
Amount
2017
% of
Total
Weighted
Average
Interest
Rate
Amount
2016
% of
Total
Weighted
Average
Interest
Rate
Amount
(dollars in thousands)
Business Loans
Commercial and
industrial
$1,364,423
15.4%
5.83% $1,086,659
Franchise
765,416
8.7
Commercial owner
occupied (1)
SBA
Agribusiness
1,679,122
193,882
138,519
Total business loans
4,141,362
Real Estate Loans
Commercial non-
owner occupied
Multi-family
One-to-four family (2)
Construction
Farmland
Land
Total real estate
loans
Consumer Loans
2,003,174
1,535,289
356,264
523,643
150,502
46,628
19.0
2.2
1.6
46.9
22.6
17.4
4.0
5.9
1.7
0.5
17.4%
14.2
4.82%
5.24
5.40
4.94
7.17
5.46
5.44
4.67
4.33
5.01
6.74
4.80
5.61
660,414
1,289,213
185,514
116,066
3,337,866
1,243,115
794,384
270,894
282,811
145,393
31,233
17.5%
10.7
20.8
3.0
1.9
53.9
20.0
12.8
4.4
4.6
2.3
0.5
5.18% $ 563,169
5.23
5.01
6.30
4.62
5.16
4.60
4.29
4.63
6.13
4.52
5.72
459,421
454,918
88,994
—
1,566,502
586,975
690,955
100,451
269,159
—
19,829
14.1
2.8
—
48.5
18.1
21.3
3.1
8.3
—
0.6
4.76
5.63
—
4.97
4.63
4.28
4.62
5.57
—
5.36
4.65
4,615,500
52.1
4.83
2,767,830
44.6
4.68
1,667,369
51.4
Consumer loans
89,424
1.0
5.60
92,931
1.5
5.63
4,112
0.1
5.60
Gross loans held for
investment
Plus: Deferred loan
origination costs/(fees)
and premiums/
(discounts), net
Loans held for
investment
Allowance for loan
losses
Loans held for
investment, net
Loans held for sale, at
lower of cost or fair
value
8,846,286
100%
5.13% 6,198,627
100%
4.95% 3,237,983
100%
4.81%
(9,468)
8,836,818
(36,072)
(2,403)
6,196,224
(28,936)
3,630
3,241,613
(21,296)
$8,800,746
$6,167,288
$3,220,317
$
5,719
$
23,426
$
7,711
55
2015
2014
Amount
% of Total
Weighted
Average
Interest
Rate
Amount
% of Total
Weighted
Average
Interest
Rate
(dollars in thousands)
$
309,741
13.7%
4.95% $
228,979
14.1%
4.80%
12.2
13.0
1.7
7.0
48.0
22.1
16.1
7.5
5.5
0.6
51.8
5.7
5.10
5.60
4.20
5.05
5.00
4.60
4.40
5.20
4.80
4.81
0.2
100%
6.10
4.90%
5.45
4.98
5.49
3.88
4.99
4.91
4.56
4.51
5.42
5.16
4.83
5.21
199,228
210,995
28,404
113,798
781,404
359,213
262,965
122,795
89,682
9,088
843,743
3,298
4.91%
1,628,445
177
1,628,622
(12,200)
$ 1,616,422
$
—
Business Loans
Commercial and industrial
Franchise
Commercial owner occupied (1)
SBA
Warehouse facilities
Total business loans
Real Estate Loans
Commercial non-owner occupied
Multi-family
One-to-four family (2)
Construction
Land
Total real estate loans
Consumer Loans
Consumer loans
Gross loans held for investment
Plus: Deferred loan origination costs/(fees) and
premiums/(discounts), net
Loans held for investment
Allowance for loan losses
Loans held for investment, net
14.6
13.1
2.4
6.4
50.2
18.7
19.0
3.6
7.5
0.8
49.6
0.2
100%
328,925
294,726
53,691
143,200
1,130,283
421,583
429,003
80,050
169,748
18,340
1,118,724
5,111
2,254,118
197
2,254,315
(17,317)
$ 2,236,998
Loans held for sale, at lower of cost or fair value
$
8,565
(1) Secured by real estate.
(2) Includes second trust deeds.
56
t
n
e
m
y
a
p
e
r
p
f
o
n
o
i
t
a
r
e
d
i
s
n
o
c
t
u
o
h
t
i
w
,
e
l
a
s
r
o
f
d
l
e
h
s
n
a
o
l
g
n
i
d
u
l
c
n
i
,
s
n
a
o
l
s
’
y
n
a
p
m
o
C
e
h
t
f
o
y
t
i
r
u
t
a
m
l
a
u
t
c
a
r
t
n
o
c
e
h
t
s
w
o
h
s
e
l
b
a
t
g
n
i
w
o
l
l
o
f
e
h
T
:
d
e
t
a
c
i
d
n
i
e
t
a
d
e
h
t
t
a
s
n
o
i
t
p
m
u
s
s
a
l
a
t
o
T
r
e
m
u
s
n
o
C
s
n
a
o
L
d
n
a
L
d
n
a
l
m
r
a
F
n
o
i
t
c
u
r
t
s
n
o
C
-
o
t
-
e
n
O
r
u
o
f
y
l
i
m
a
F
-
i
t
l
u
M
y
l
i
m
a
f
l
a
i
c
r
e
m
m
o
C
r
e
n
w
o
-
n
o
N
d
e
i
p
u
c
c
O
)
s
d
n
a
s
u
o
h
t
n
i
s
r
a
l
l
o
d
(
8
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
A
s
s
e
n
i
s
u
b
i
r
g
A
A
B
S
l
a
i
c
r
e
m
m
o
C
r
e
n
w
O
d
e
i
p
u
c
c
O
e
s
i
h
c
n
a
r
F
l
a
i
r
t
s
u
d
n
I
l
a
i
c
r
e
m
m
o
C
d
n
a
5
7
5
,
6
5
2
,
1
$
9
8
9
,
0
3
$
9
5
4
,
9
1
$
4
8
7
,
6
$
5
7
3
,
6
3
3
$
5
2
8
,
6
4
$
7
2
7
,
9
1
$
4
7
0
,
0
8
$
6
9
4
,
8
7
$
0
0
1
,
1
$
4
3
5
,
9
3
$
4
6
4
,
8
1
$
8
4
7
,
8
7
5
$
s
s
e
l
r
o
r
a
e
y
e
n
O
7
4
4
,
4
0
8
2
5
4
,
5
8
8
5
,
2
0
8
7
,
6
8
2
6
,
0
0
1
1
4
7
,
4
1
3
1
9
,
7
3
3
5
8
,
9
2
1
1
2
8
,
0
1
4
1
0
,
8
5
7
6
6
0
,
6
2
1
7
,
5
9
0
2
,
2
2
0
8
9
,
8
4
9
9
,
2
1
5
9
9
,
1
3
5
0
3
,
5
5
2
2
4
3
,
6
4
0
2
3
,
1
2
9
0
,
5
4
2
0
,
1
9
8
5
4
,
2
2
9
6
8
,
0
8
3
4
6
3
,
4
3
1
0
1
4
,
3
4
5
4
5
,
5
8
1
6
2
5
,
4
4
3
,
3
0
8
0
,
3
3
5
8
7
,
6
1
3
1
3
,
4
0
1
2
1
9
,
5
4
5
1
9
,
3
8
8
4
4
,
3
0
3
1
5
7
,
2
9
2
,
1
0
6
8
,
2
8
8
3
,
7
1
3
9
0
,
5
3
7
5
2
9
,
4
5
5
6
5
0
,
4
5
1
1
9
3
,
9
6
7
2
5
0
,
9
1
9
,
1
4
9
3
,
2
1
3
4
4
,
1
—
4
8
0
,
2
1
9
5
2
3
,
0
1
7
3
4
,
6
2
1
1
3
,
5
5
1
1
,
5
2
1
3
9
,
9
8
3
5
5
,
2
7
1
4
7
6
,
2
7
1
5
7
2
,
2
5
0
,
1
0
0
0
,
4
7
—
—
6
3
7
,
4
3
5
6
5
,
8
3
1
6
5
4
,
6
3
2
1
5
6
,
2
4
4
8
1
8
,
1
0
1
1
4
3
,
4
2
2
4
5
,
7
5
1
0
7
,
7
o
t
r
a
e
y
e
n
o
n
a
h
t
s
r
a
e
y
e
r
o
M
e
e
r
h
t
s
r
a
e
y
e
e
r
h
t
n
a
h
t
e
r
o
M
s
r
a
e
y
e
v
i
f
o
t
o
t
s
r
a
e
y
e
v
i
f
n
a
h
t
e
r
o
M
s
r
a
e
y
0
1
o
t
s
r
a
e
y
0
1
n
a
h
t
e
r
o
M
s
r
a
e
y
0
2
s
r
a
e
y
0
2
n
a
h
t
e
r
o
M
5
0
0
,
2
5
8
,
8
$
4
2
4
,
9
8
$
8
2
6
,
6
4
$
2
0
5
,
0
5
1
$
3
4
6
,
3
2
5
$
4
6
2
,
6
5
3
$
9
8
2
,
5
3
5
,
1
$
6
3
5
,
4
0
0
,
2
$
9
1
5
,
8
3
1
$
1
0
2
,
8
9
1
$
2
2
1
,
9
7
6
,
1
$
6
1
4
,
5
6
7
$
1
6
4
,
4
6
3
,
1
$
s
n
a
o
l
s
s
o
r
g
l
a
t
o
T
57
e
u
D
s
t
n
u
o
m
A
The following table sets forth at December 31, 2018 the dollar amount of gross loans receivable that are
contractually due after December 31, 2019 and whether such loans have fixed interest rates or adjustable interest
rates.
Business loans
Commercial and industrial
Franchise
Commercial owner occupied
SBA
Agribusiness
Total business loans
Real estate loans
Commercial non-owner occupied
Multi-family
One-to-four family
Construction
Farmland
Land
Total real estate loans
Consumer loans
Consumer loans
Total gross loans
At December 31, 2018
Loans Due After December 31, 2019
Fixed
Adjustable
Total
(dollars in thousands)
$
287,791
$
497,923
$
83,242
380,423
2,895
49,712
804,063
499,067
76,511
52,700
3,383
93,843
10,398
663,710
1,259,164
194,205
10,311
2,625,313
1,425,394
1,439,054
256,739
183,884
49,875
16,771
785,714
746,952
1,639,587
197,100
60,023
3,429,376
1,924,461
1,515,565
309,439
187,267
143,718
27,169
735,902
3,371,717
4,107,619
54,656
3,779
58,435
$
1,594,621
$
6,000,809
$
7,595,430
Delinquent Loans. When a borrower fails to make required payments on a loan and does not cure the
delinquency within 30 days, we normally initiate formal collection activities including, for loans secured by real
estate, recording a notice of default and, after providing the required notices to the borrower, commencing
foreclosure proceedings. If the loan is not reinstated within the time permitted by law, we may sell the property at a
foreclosure sale. At these foreclosure sales, we generally acquire title to the property. At December 31, 2018, loans
delinquent 60 or more days as a percentage of total loans held for investment was 7 basis points, unchanged from 7
basis points at year-end 2017.
58
The following table sets forth delinquencies in the Company’s loan portfolio at the dates indicated:
30 - 59 Days
60 - 89 Days
# of
Loans
Principal
Balance
of Loans
# of
Loans
Principal
Balance
of Loans
90 Days or More (1)
Principal
Balance
of Loans
# of
Loans
Total
# of
Loans
Principal
Balance
of Loans
(dollars in thousands)
6
1
1
3
1
1
3
16
3
1
2
3
1
1
2
At December 31, 2018
Business loans
Commercial and
industrial
Franchise
Commercial owner
occupied
SBA
Real estate loans
Multi-family
One-to-four family
Consumer loans
Consumer loans
Total
Delinquent loans to total
loans held for investment
At December 31, 2017
Business loans
Commercial and
industrial
Commercial owner
occupied
SBA
Real estate loans
Multi-family
One-to-four family
Land
Other loans
Total
Delinquent loans to total
loans held for investment
At December 31, 2016
Business loans
Commercial and
industrial
SBA
Real estate loans
One-to-four family
Land
Total
Delinquent loans to total
loans held for investment
$
309
5,680
343
524
14
30
146
$
7,046
4
—
—
—
—
1
1
6
$
1,204
—
—
—
—
9
29
$
1,242
5
1
5
3
—
1
—
15
$
931
190
812
2,626
—
6
—
$
4,565
15
$
2,444
2
6
6
1
3
4
37
5,870
1,155
3,150
14
45
175
$ 12,853
0.08%
0.02%
0.05%
0.15%
$
84
3,474
177
1,781
354
83
11
13
$
5,964
4
1
—
—
—
—
—
5
$
570
4
$
235
11
$
889
486
—
—
—
—
—
—
5
—
4
1
2
—
1,940
—
815
9
40
2
7
3
5
2
4
3,960
2,117
1,781
1,169
92
51
$
1,056
16
$
3,039
34
$ 10,059
0.10%
0.02%
0.05%
0.16%
2
—
1
—
3
$
104
—
18
—
$
122
—%
— $
—
1
—
1
$
59
—
—
71
—
71
2
3
3
1
9
$
260
316
48
15
$
4
3
5
1
$
639
13
$
364
316
137
15
832
—%
0.02%
0.03%
30 - 59 Days
60 - 89 Days
# of
Loans
Principal
Balance
of Loans
# of
Loans
Principal
Balance
of Loans
90 Days or More (1)
Principal
Balance
of Loans
# of
Loans
Total
# of
Loans
Principal
Balance
of Loans
At December 31, 2015
Business loans
Commercial and
industrial
Franchise
Commercial owner
occupied
Real estate loans
Commercial non-
owner occupied
One-to-four family
Land
Total
Delinquent loans to total
loans held for investment
At December 31, 2014
Business loans
Commercial and
industrial
Real estate loans
One-to-four family
Consumer loans
Consumer loans
Total
Delinquent loans to total
loans held for investment
20
—
—
214
89
—
$
2
—
— $
1
1
—
4
— $
—
—
—
1
3
$
257
1,630
1
$
355
— $
—
—
—
—
1
—
—
—
$
355
—
2
1
7
—
46
21
3
3
1
1
3
1
$
277
1,630
355
214
135
21
$
323
$
1,954
12
$
2,632
0.01%
0.02%
0.09%
0.12%
— $
1
1
2
$
—
19
1
20
1
$
—
—
1
$
24
—
—
24
— $
3
—
3
$
—
54
—
54
1
4
1
6
$
$
24
73
1
98
—%
—%
—%
0.01%
(1) All 90 day or greater delinquencies are on nonaccrual status and are reported as part of nonperforming loans.
Nonperforming Assets
Nonperforming assets consist of loans on which we have ceased accruing interest (nonaccrual loans),
troubled debt restructured loans, OREO and other repossessed assets owned. Nonaccrual loans consisted of all loans
90 days or more past due and on loans where, in the opinion of management, there is reasonable doubt as to the
collection of principal and interest. A “restructured loan” is one where the terms of the loan were renegotiated to
provide a reduction or deferral of interest or principal because of deterioration in the financial position of the
borrower. We had no troubled debt restructured loans at December 31, 2018 and one troubled debt restructured loan
with a recorded balance of $97,000 at December 31, 2017. At December 31, 2018, we had $5.0 million of
nonperforming assets, which consisted of $4.9 million of nonperforming loans, $147,000 of OREO, and $13,000 of
other repossessed assets owned. At December 31, 2017, we had $3.6 million of nonperforming assets, which
consisted of $3.3 million of nonperforming loans and $326,000 of OREO. The increase in nonperforming loans in
2018 as compared to 2017 was primarily due to an SBA loan of $997,000 from PLZZ acquisition in 2017 that
became nonaccrual in 2018. It is our policy to take appropriate, timely and aggressive action when necessary to
resolve nonperforming assets. When resolving problem loans, it is our policy to determine collectability under
various circumstances, which are intended to result in our maximum financial benefit. We accomplish this by
60
working with the borrower to bring the loan current, selling the loan to a third party, or by foreclosing and selling
the asset.
At December 31, 2018, OREO consisted of one land property, compared to one commercial owner
occupied property and one land property at December 31, 2017. Properties acquired through or in lieu of
foreclosure are recorded at fair value less cost to sell. The Company generally obtains an appraisal and/or a market
evaluation on all OREO prior to obtaining possession. After foreclosure, valuations are periodically performed by
management as needed due to changing market conditions or factors specifically attributable to the property’s
condition. If the carrying value of the property exceeds its fair value, less estimated cost to sell, the asset is written
down and a charge to operations is recorded.
The following table sets forth composition of nonperforming assets at the date indicated:
Nonperforming Assets
Business loans
Commercial and industrial
$
Franchise
Commercial owner occupied
SBA
Total business loans
Real estate loans
Commercial non-owner occupied
One-to-four family
Land
Total real estate loans
Consumer loans
Consumer loans
Total nonperforming loans
Other real estate owned
Other assets owned
Total nonperforming assets
Allowance for loan losses
Allowance for loan losses as a percent of total
nonperforming loans, gross
Nonperforming loans as a percent of loans held for
investment
Nonperforming assets as a percent of total assets
At December 31,
2018
2017
2016
2015
2014
(dollars in thousands)
931
190
599
2,739
4,459
—
398
—
398
—
4,857
147
13
$
1,160
$
—
97
1,201
2,458
—
817
9
826
—
3,284
326
—
250
—
436
316
1,002
—
124
15
139
—
1,141
460
—
$
463
$
1,630
536
—
2,629
1,164
155
21
1,340
1
3,970
1,161
—
—
—
514
—
514
848
82
—
930
—
1,444
1,037
—
$
$
5,017
36,072
$
$
3,610
28,936
$
$
1,601
21,296
$
$
5,131
17,317
$
$
2,481
12,200
743%
881%
1,866%
436%
845%
0.05
0.04
0.05
0.04
0.04
0.04
0.18
0.18
0.09
0.12
Allowance for Loan Losses. The ALLL is established as management’s estimate of probable incurred
losses inherent in the loan receivable portfolio. Management evaluates the adequacy of the allowance quarterly to
maintain the allowance at levels sufficient to provide for these inherent losses. The ALLL is based upon the total
loans evaluated individually and collectively, and is reported as a reduction of loans held for investment. The
allowance is increased by a provision for credit losses, which is charged to expense and reduced by charge-offs, net
of recoveries.
We separate our assets, largely loans, by type, and we use various loan classifications to segregate the
loans into various risk grade categories. We use the various loan classifications as a means of measuring risk for
determining the valuation allowance for groups and individual assets at a point in time. Currently, we designate our
61
assets into a category of “Pass,” “Special Mention,” “Substandard,” “Doubtful” or “Loss.” A brief description of
these classifications follows:
• Pass classifications represent loans with a level of credit quality, which contain no well-defined
deficiency or weakness.
• Special Mention loans do not currently expose the Bank to a sufficient risk to warrant classification in
one of the adverse categories, but possess correctable deficiency or potential weaknesses deserving
management’s close attention.
• Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor
or of the collateral pledged, if any. These loans are characterized by the distinct possibility that the
Bank will sustain some loss if the deficiencies are not corrected.
• Doubtful loans have all the weaknesses inherent in substandard loans, with the added characteristic
that the weaknesses make collection or liquidation in full, on the basis of currently existing facts,
conditions and values, highly questionable and improbable.
• Loss assets are those that are considered uncollectible and of such little value that their continuance as
assets is not warranted. Amounts classified as loss are promptly charged off.
Our determination as to the classification of loans and the amount of valuation allowances necessary are
subject to review by bank regulatory agencies, which can order a change in a classification or an increase to the
allowance. While we believe that an adequate allowance for estimated loan losses has been established, there can be
no assurance that our regulators, in reviewing assets including the loan portfolio, will not request us to materially
increase our allowance for estimated loan losses, thereby negatively affecting our financial condition and earnings
at that time. In addition, actual losses are dependent upon future events and, as such, further increases to the level of
allowances for estimated loan losses may become necessary.
At December 31, 2018, we had $61.5 million of loans classified as substandard, compared to $48.3
million at December 31, 2017, with the increase primarily attributable to acquired classified loans of $26.7 million.
There were no loans classified as doubtful as of year-end 2018 or 2017.
62
The following tables set forth information concerning substandard and doubtful loans at the dates
indicated:
At December 31, 2018
Substandard
Doubtful
Gross Balance
# of Loans
Balance
# of Loans
(dollars in thousands)
Business loans
Commercial and industrial
Franchise
Commercial owner occupied
SBA
Agribusiness
Total business loans
Real estate loans
Commercial non-owner occupied
Multi-family
One-to-four family
Farmland
Land
Total real estate loans
Consumer loans
Consumer loans
Total substandard loans
Business loans
Commercial and industrial
Commercial owner occupied
SBA
Agribusiness
Total business loans
Real estate loans
Commercial non-owner occupied
Multi-family
One-to-four family
Farmland
Land
Total real estate loans
Consumer loans
Consumer loans
Total substandard loans
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
12,134
190
16,548
6,906
13,164
48,942
5,687
662
5,453
121
488
12,411
103
61,456
$
63
1
25
34
18
141
4
2
25
2
4
37
19
197
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
At December 31, 2017
Loans
Doubtful
Gross Balance
# of Loans
Balance
# of Loans
(dollars in thousands)
$
91
32
34
6
163
7
1
16
3
4
31
14
208
$
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
15,044
21,180
3,469
3,844
43,537
1,070
228
1,964
1,115
254
4,631
137
48,305
63
In determining the ALLL, we evaluate loan credit losses on an individual basis in accordance with the
FASB Accounting Standards Codification (“ASC”) 310, Accounting by Creditors for Impairment of a Loan, and on
a collective basis based on FASB ASC 450, Accounting for Contingencies. For loans evaluated on an individual
basis, we analyze the borrower’s creditworthiness, cash flows and financial status, and the condition and estimated
value of the collateral. Loans evaluated individually that are deemed to be impaired are separated from our
collective credit loss analysis.
Unless an individual borrower relationship warrants a separate analysis, the majority of our loans are
evaluated for credit losses on a collective basis through a quantitative analysis to arrive at base loss factors that may
be adjusted through a qualitative analysis for internally- and externally-identified risks. The adjusted factor is
applied against the loan risk category outstanding to determine the appropriate allowance. Potential qualitative
adjustments for the following internal and external risk factors include:
Internal Factors
• Changes in lending policies and procedures, including underwriting standards and collection, charge-
offs, and recovery practices;
• Changes in the nature and volume of the loan portfolio , as well as new types of lending;
• Changes in the experience, ability, and depth of lending management and other relevant staff that may
have an impact on our loan portfolio;
• Changes in the volume and severity of adversely classified or graded loans;
• Changes in the quality of our loan review system and the management oversight; and
• The existence and effect of any concentrations of credit and changes in the level of such concentrations.
External Factors
• Changes in national, state or local economic business conditions and developments affecting the
collectability of the portfolio, including the condition of various market segments (includes trends in
real estate values, economic activity and the interest rate environment);
• Changes in the value of the underlying collateral for collateral-dependent loans; and
• The effect of external factors, such as competition, legal developments and regulatory requirements
on the level of estimated credit losses in our current loan portfolio.
Loans acquired through bank acquisition are recorded at fair value at acquisition date without a carryover
of the related ALLL. Purchased credit impaired loans acquired are loans that have evidence of credit deterioration
since origination and as to which it is probable at the date of acquisition that the Company will not collect all of principal
and interest payments according to the contractual terms. These loans are accounted for under ASC Subtopic 310-30
Receivables-Loans and Debt Securities Acquired with Deteriorated Credit Quality.
As of December 31, 2018, the ALLL totaled $36.1 million, an increase of $7.1 million from
December 31, 2017. At December 31, 2018, the ALLL as a percent of nonperforming loans was 743%, compared
with 881% at December 31, 2017.
At December 31, 2018, the ALLL as a percent of loans held for investment was 0.41%, a decrease from
0.47% at December 31, 2017. The decrease in the 2018 ratio was primarily attributable to the loans acquired from
Grandpoint, recorded at fair value with no ALLL carried over. Loans acquired from acquisitions were recorded
with an average fair value discount of 0.69% and 0.47% at December 31, 2018 and 2017, respectively. At
December 31, 2018, management deems the ALLL to be sufficient to provide for probable incurred losses within
the loan portfolio.
64
The following table sets forth the activity in the Company’s ALLL for the periods indicated:
For the Year Ended December 31,
2018
2017
2016
2015
2014
(dollars in thousands)
$
28,936
$
21,296
$
17,317
$
12,200
$
8,156
8,640
8,776
6,425
8,200
4,684
Allowance for Loan Losses
Balance at beginning of period
Provision for loan losses
Charge-offs:
Business loans
Commercial and industrial
1,411
1,344
2,802
Franchise
Commercial owner occupied
SBA
Real Estate loans
Commercial non-owner occupied
Multi-family
One-to-four family
Consumer loans
Consumer loans
Total charge-offs
Recoveries:
Business loans
—
33
102
—
—
—
409
—
—
8
—
—
10
—
980
329
980
—
—
151
—
484
764
—
—
116
—
16
—
$
1,955
$
1,362
$
5,242
$
1,380
$
Commercial and industrial
Commercial owner occupied
$
SBA
Real Estate loans
Commercial non-owner occupied
One-to-four family
Consumer loans
Consumer loans
Total recoveries
Net loan charge-offs
Balance at end of period
Ratios
$
$
$
698
47
169
—
13
8
935
1,020
94
105
127
—
35
1
362
1,000
177
25
193
21
25
4
445
4,797
$
47
—
8
3
13
1
72
1,308
$
36,072
$
28,936
$
21,296
$
17,317
$
12,200
Net charge-offs to average total loans, net
0.01%
0.02%
0.17%
0.06%
0.05%
Allowance for loan losses to loans held for
investment
0.41%
0.47%
0.66%
0.74%
0.75%
65
223
—
—
—
365
—
195
—
783
42
—
4
—
34
19
99
684
The following table sets forth the Company’s ALLL and the percent of gross loans to total gross loans in
each of the categories listed and the allowance as a percentage of the loan category balance at the dates indicated:
Balance at End
of Period
Applicable to
Amount
Business loans
Commercial
and industrial
Franchise
Commercial
owner occupied
SBA
Agribusiness
Real estate loans
Commercial
non-owner
occupied
Multi-family
One-to-four
family
Construction
Farmland
Land
$ 10,821
6,500
1,386
4,288
3,283
1,604
725
805
5,166
503
772
Consumer loans
Consumer loans
219
2018
% of
Loans in
Category
to Total
Loans
Allowance
as a % of
Loan
Category
Balance
At December 31,
2017
% of
Loans in
Category
to Total
Loans
Allowance
as a % of
Loan
Category
Balance
Amount
(dollars in thousands)
2016
% of
Loans in
Category
to Total
Loans
Allowance
as a % of
Loan
Category
Balance
Amount
15.4%
8.7
19.0
2.2
1.6
22.6
17.4
4.0
5.9
1.7
0.5
1.0
0.79% $
0.85
0.08
2.21
2.37
0.08
0.05
0.23
0.99
0.33
1.66
0.24
9,721
5,797
767
2,890
1,291
1,266
607
803
4,569
137
993
95
17.5%
10.7
20.8
3.0
1.9
20.0
12.8
4.4
4.6
2.3
0.5
1.5
0.89% $
0.88
0.06
1.56
1.11
0.10
0.08
0.30
1.62
0.09
3.18
0.10
6,362
3,845
1,193
1,039
—
1,715
2,927
365
3,632
—
198
20
14.0
3.0
—
18.1
21.3
3.1
8.3
—
0.6
0.1
17.4%
14.1
1.13%
0.84
0.26
1.17
—
0.29
0.42
0.36
1.35
—
1.00
0.49
0.66%
Total
$ 36,072
100.0%
0.41% $ 28,936
100.0%
0.47% $ 21,296
100.0%
66
Balance at End
of Period
Applicable to
Amount
2015
% of
Loans in
Category
to Total
Loans
Allowance
as a % of
Loan
Category
Balance
Amount
2014
% of
Loans in
Category
to Total
Loans
Allowance
as a % of
Loan
Category
Balance
(dollars in thousands)
Business Loans
Commercial
and industrial
Franchise
Commercial
owner occupied
SBA
Warehouse
facilities
Real estate
Loans
Commercial
non-owner
occupied
Multi-family
One-to-four
family
Construction
Land
Consumer
Loans
$
3,449
13.7%
1.11% $
2,646
14.1%
1.16%
3,124
1,870
1,500
759
2,048
1,583
698
2,030
233
14.5
13.0
2.8
6.3
18.7
19.0
3.5
7.5
0.8
0.95
0.63
2.79
0.53
0.49
0.37
0.87
1.20
1.27
1,554
1,757
568
546
2,007
1,060
842
1,088
108
12.2
13.0
1.7
7.0
22.1
16.1
7.5
5.5
0.6
0.78
0.83
2.00
0.48
0.56
0.40
0.69
1.21
1.19
Consumer loans
23
0.2
0.45
24
0.2
Total
$ 17,317
100.0%
0.77% $ 12,200
100.0%
0.73
0.75%
The following table sets forth the ALLL amounts calculated by the categories listed at the dates
indicated:
At December 31,
2018
2017
2016
2015
2014
Balance at End of
Period Applicable to
Amount
% of
Allowance
to Total
Amount
% of
Allowance
to Total
Amount
% of
Allowance
to Total
Amount
% of
Allowance
to Total
Amount
% of
Allowance
to Total
(dollars in thousands)
Allocated allowance
$ 35,488
98.4% $ 28,881
99.8% $ 21,046
98.8% $ 16,586
95.9% $ 12,200
100.0%
Specific allowance
584
1.6
55
0.2
250
1.2
731
4.1
—
—
Total
$ 36,072
100.0% $ 28,936
100.0% $ 21,296
100.0% $ 17,317
100.0% $ 12,200
100.0%
Deposits
At December 31, 2018, total deposits were $8.66 billion, an increase of $2.57 billion or 42% from
December 31, 2017. The increase in deposits since year-end 2017 included increases in noninterest bearing
checking of $1.27 billion, money market and savings of $816.8 million, time deposits of $325.9 million and
interest-bearing checking of $160.9 million. The increase in deposits during 2018 was primarily due to the
acquisition of Grandpoint on July 1, 2018, which contributed $2.5 billion of deposits at the time of acquisition,
before purchasing accounting adjustments, as well as organic deposit growth. The total end of period weighted
average interest rate on deposits was 0.63% at December 31, 2018 and 0.33% at December 31, 2017.
67
The following table sets forth the distribution of the Company’s deposit accounts on average for the
periods indicated and the weighted average interest rates on each category of deposits presented:
For the years ended December 31,
2018
2017
2016
Average
Balance
Average
Yield/Cost
Average
Balance
Average
Yield/Cost
Average
Balance
Average
Yield/Cost
(dollars in thousands)
Deposits
Noninterest bearing checking
$ 2,909,588
—% $ 1,758,730
—% $ 1,086,814
—%
Interest bearing checking
Money market
Savings
Retail certificates of deposit
Wholesale/brokered certificates of deposit
438,698
2,624,106
241,686
897,033
334,728
0.27
0.75
0.15
1.22
1.68
293,450
1,701,209
189,408
556,121
227,822
0.12
0.40
0.13
0.61
1.16
176,508
1,003,861
98,224
416,232
180,209
0.11
0.36
0.15
0.74
0.73
Total deposits
$ 7,445,839
0.51% $ 4,726,740
0.28% $ 2,961,848
0.28%
At December 31, 2018, we had $1.21 billion in certificate accounts with balances of greater than
$100,000, and of that amount, we had $840.1 million in certificate of deposit accounts with balances of greater than
$250,000 maturing as follows:
$100,000 through $250,000
Greater than $250,000
December 31, 2018
Maturity Period
Amount
Weighted
Average
Rate
% of
Total
Deposits
Weighted
Average
Rate
% of
Total
Deposits
Amount
Amount
(dollars in thousands)
Total
Weighted
Average
Rate
% of
Total
Deposits
Three months or
less
Over three months
through 6 months
Over 6 months
through 12 months
Over 12 months
$ 59,741
1.17%
0.69% $ 382,552
2.08%
4.42% $ 442,293
1.95%
5.11%
58,767
99,037
150,510
1.40
1.66
1.51
0.68
269,305
1.14
1.74
99,804
88,400
2.28
1.83
2.12
3.11
328,072
1.15
1.02
198,841
238,910
2.12
1.75
1.73
3.79
2.30
2.76
Total
$ 368,055
1.47%
4.25% $ 840,061
2.12%
9.70% $1,208,116
1.92%
13.95%
Borrowings. Borrowings represent a secondary source of funds for our lending and investing activities.
The Company has a variety of borrowing relationships that it can draw upon to fund its activities. At December 31,
2018, total borrowings amounted to $778.0 million, an increase of $136.6 million or 21% from December 31, 2017.
The increase in borrowings at December 31, 2018 from December 31, 2017 was primarily related to increases of
$177.5 million in FHLB advances and $4.9 million in trust preferred securities, partially offset by a decrease of
$46.1 million in repurchase agreements. At December 31, 2018, total borrowings represented 6.8% of total assets
and had an end of period weighted average rate of 2.71%, compared with 8.0% of total assets at a weighted average
rate of 2.21% at December 31, 2017.
FHLB Advances. The FHLB system functions as a source of credit to financial institutions that are
members. Advances are secured by certain real estate loans, investment securities, and the capital stock of the
FHLB owned by the Company. Subject to the FHLB’s advance policies and requirements, these advances can be
requested for any business purpose in which the Company is authorized to engage. In granting advances, the FHLB
considers a member’s creditworthiness and other relevant factors. The Company has a line of credit with the FHLB,
which provides for advances totaling up to 45% of its assets, equating to a credit line of $5.18 billion as of
December 31, 2018. At December 31, 2018, we had borrowing capacity of $2.84 billion with the FHLB. At
December 31, 2018, the Company had $161.5 million in term FHLB advances and $506.0 million in overnight
68
FHLB advances, compared to $180.0 million in term FHLB advances, which matured within one year, and $310.0
million in overnight FHLB advances at December 31, 2017. The FHLB advances at December 31, 2018 were
collateralized by real estate loans with an aggregate balance of $3.30 billion. With this pledged collateral, the
Company has additional available advances of $1.78 billion as of December 31, 2018.
Other Borrowings. The Company maintains lines of credit to purchase federal funds and a reverse
repurchase facility together totaling $218.0 million with eight correspondent banks and has access through the
Federal Reserve Bank discount window to borrow $3.3 million to be utilized as business needs dictate. Federal
funds purchased and reverse repurchase facilities are short-term in nature and utilized to meet short-term funding
needs.
The Company sells certain securities under agreements to repurchase. The agreements are treated as
overnight borrowings with the obligations to repurchase securities sold reflected as a liability. The dollar amount of
investment securities underlying the agreements remain in the asset accounts. The Company enters into these debt
agreements as a service to certain HOA depositors to add protection for deposit amounts above FDIC insurance
levels. At December 31, 2018, the Company sold securities under agreement to repurchase in the amount of
$75,000 with a weighted average rate of 0.01% and collateralized by investment securities with fair value of
approximately $20.9 million. The average balance of repurchase agreement facilities was $15.0 million during the
year ended December 31, 2018.
Debentures. On March 2004, the Corporation issued $10.3 million in Floating Rate Junior Subordinated
Deferrable Interest Debentures (the “Debt Securities”) to PPBI Trust I, a statutory trust created under the laws of the
State of Delaware. The Debt Securities are subordinated to effectively all borrowings of the Corporation and are
due and payable on April 7, 2034. Interest is payable quarterly on the Debt Securities at three-month London
Interbank Offered Rate (“LIBOR”) plus 2.75% for an effective rate of 5.19% as of December 31, 2018.
In the third quarter of 2014, the Company completed a private placement of $60.0 million in aggregate
principal amount of subordinated notes to certain accredited investors. The subordinated notes bear a fixed interest
rate of 5.75% per annum, payable semi-annually, and mature on September 3, 2024. The net proceeds from the sale
of the notes were $59.0 million, and the notes qualify as Tier 2 capital for regulatory purposes. The Bank received
$50.0 million of contributed capital in 2014. At December 31, 2018, the carrying value of the notes was $59.3
million, net of unamortized debt issuance costs of $688,000.
On April 1, 2017, as part of the HEOP acquisition, the Corporation assumed $5.2 million of floating rate
junior subordinated debt securities associated with Heritage Oaks Capital Trust II. Interest is payable quarterly at
three-month LIBOR plus 1.72% per annum, for an effective rate of 4.12% per annum as of December 31, 2018. At
December 31, 2018, the carrying value of these debentures was $4.0 million, which reflects purchase accounting
fair value adjustments of $1.3 million. The Corporation also assumed $3.1 million and $5.2 million of floating rate
junior subordinated debt associated with Mission Community Capital Trust I and Santa Lucia Bancorp (CA) Capital
Trust, respectively. At December 31, 2018, the carrying value of Mission Community Capital Trust I and Santa
Lucia Bancorp (CA) Capital Trust were $2.8 million and $3.8 million, respectively, which reflects purchase
accounting fair value adjustments of $306,000 and $1.4 million, respectively. Interest is payable quarterly at three-
month LIBOR plus 2.95% per annum, for an effective rate of 5.39% per annum as of December 31, 2018 for
Mission Community Capital Trust I. Interest is payable quarterly at three-month LIBOR plus 1.48% per annum, for
an effective rate of 3.92% per annum as of December 31, 2018 for Santa Lucia Bancorp (CA) Capital Trust. These
three debentures are callable by the Corporation at par.
On November 1, 2017, as part of the PLZZ acquisition, the Company assumed three subordinated notes
totaling $25 million at a fixed interest rate of 7.125% payable in arrears on a quarterly basis. The notes have a
maturity date of June 26, 2025 and are also redeemable in whole or in part from time to time beginning on June 26,
2020 at an amount equal to 103.0% of principal plus accrued unpaid interest. The redemption price decreases 50
basis points each subsequent year. At December 31, 2018, the carrying value of these subordinated notes was $25.2
million, which reflects purchase accounting fair value adjustments of $157,000.
69
On July 1, 2018, as part of the Grandpoint acquisition, the Corporation assumed $5.2 million in floating
rate junior subordinated debt securities associated with First Commerce Bancorp Statutory Trust I. Interest is
payable quarterly at three-month LIBOR plus 2.95% per annum, for an effective rate of 5.74% per annum as of
December 31, 2018. At December 31, 2018, the carrying value of these debentures was $4.9 million, which reflects
purchase accounting fair value adjustments of $224,000.
The following table sets forth certain information regarding the Company’s borrowed funds at or for the
years ended on the dates indicated:
FHLB Advances
Balance outstanding at end of year
Weighted average interest rate at end of year
Average balance outstanding
Weighted average interest rate during the year
Maximum amount outstanding at any month-end during the year
Other Borrowings
Balance outstanding at end of year
Weighted average interest rate at end of year
Average balance outstanding
Weighted average interest rate during the year
Maximum amount outstanding at any month-end during the year
Debentures
Balance outstanding at end of year
Weighted average interest rate at end of year
Average balance outstanding
Weighted average interest rate during the year
Maximum amount outstanding at any month-end during the year
Total Borrowings
Balance outstanding at end of year
Weighted average interest rate at end of year
Average balance outstanding
Weighted average interest rate during the year
Maximum amount outstanding at any month-end during the year
Stockholders’ Equity
At or For Year Ended December 31,
2018
2017
2016
(dollars in thousands)
667,606
2.51%
529,278
2.06%
883,612
75
0.01%
29,193
1.69%
52,091
110,313
6.04%
107,732
6.23%
110,313
777,994
3.01%
666,250
2.71%
994,816
$
$
$
$
$
$
$
$
$
$
$
$
490,148
1.49%
290,839
1.19%
490,148
46,139
2.02%
50,866
1.86%
52,996
105,123
5.60%
81,466
5.80%
105,123
641,410
2.21%
423,248
2.16%
648,267
$
$
$
$
$
$
$
$
$
$
$
$
278,000
0.55%
58,814
0.59%
278,000
49,971
1.94%
48,732
1.95%
53,586
69,383
5.35%
69,347
5.54%
69,383
397,354
1.56%
176,893
2.91%
397,354
$
$
$
$
$
$
$
$
$
$
$
$
At December 31, 2018, our stockholders’ equity amounted to $1.97 billion, compared with $1.24 billion
at December 31, 2017. The increase of $727.7 million or 59% is primarily due to net income in 2018 of $123.3
million and an increase of $610.3 million additional paid-in capital, primarily as a result of the issuance of common
stock as part of the Grandpoint acquisition.
70
Liquidity
Our primary sources of funds are deposits, principal and interest payments on loans, FHLB advances and
other borrowings. While maturities and scheduled amortization of loans are a predictable source of funds, deposit
flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.
We seek to maintain a level of liquid assets to ensure a safe and sound operation. Our liquid assets are comprised of
cash and unpledged investments. As part of our daily monitoring, we calculate a liquidity ratio by dividing the sum
of cash balances plus unpledged securities by the sum of deposits that mature in one year or less plus transaction
accounts and FHLB advances. At December 31, 2018, our liquidity ratio was 12.38%, compared with 11.59% at
December 31, 2017.
We believe our level of liquid assets is sufficient to meet current anticipated funding needs. At
December 31, 2018, liquid assets of the Company represented approximately 9.8% of total assets, compared to
9.2% at December 31, 2017. At December 31, 2018, the Company had eight unsecured lines of credit with other
correspondent banks to purchase federal funds totaling $168.0 million, one reverse repo line with a correspondent
bank of $50.0 million and access through the Federal Reserve Bank discount window to borrow $3.3 million, as
business needs dictate. We also have a line of credit with the FHLB allowing us to borrow up to 45% of the Bank’s
total assets. At December 31, 2018, we had a borrowing capacity of $2.84 billion, based on collateral pledged at the
FHLB, with $667.5 million outstanding in FHLB borrowing. The FHLB advance line is collateralized by eligible
loans. At December 31, 2018, we had approximately $3.30 billion of collateral pledged to secure FHLB
borrowings.
At December 31, 2018, the Company’s loan to deposit and borrowing ratio was 93.7%, compared with
92.5% at December 31, 2017. The increase was primarily associated with our loans increasing at a faster rate
relative to our deposits and borrowings during the period. Certificates of deposit, which are scheduled to mature in
one year or less from December 31, 2018, totaled $1.11 billion. We expect to retain a substantial portion of the
maturing certificates of deposit at maturity.
The Bank has a policy in place that permits the purchase of brokered funds, in an amount not to exceed
15% of total deposits, or 12% of total assets, as a secondary source for funding. At December 31, 2018, the
Company had $401.6 million, or 3.5% of total assets, in brokered time deposits. At December 31, 2017, the
Company had $370.1 million, or 4.6% of total assets, in brokered time deposits.
The Corporation is a corporate entity separate and apart from the Bank that must provide for its own
liquidity. The Corporation’s primary sources of liquidity are dividends from the Bank. There are statutory and
regulatory provisions that limit the ability of the Bank to pay dividends to the Corporation. Management believes
that such restrictions will not have a material impact on the ability of the Corporation to meet its ongoing cash
obligations. The Corporation acquired a line of credit with Wells Fargo Bank in June of 2017, with availability of
$15.0 million. The line, which matures in June 2019, was added to provide an additional source of liquidity at the
Corporation level and has no outstanding balance at December 31, 2018 and December 31, 2017.
The Financial Code provides that a bank may not make a cash distribution to its stockholders in excess
of the lesser of a (i) bank’s retained earnings; or (ii) bank’s net income for its last three fiscal years, less the amount
of any distributions made by the bank or by any majority-owned subsidiary of the bank to the stockholders of the
bank during such period. However, a bank may, with the approval of the DBO, make a distribution to its
stockholders in an amount not exceeding the greatest of (x) its retained earnings; (y) its net income for its last fiscal
year; or (z) its net income for its current fiscal year. In the event that the DBO determines that the stockholders’
equity of a bank is inadequate or that the making of a distribution by the bank would be unsafe or unsound, the
DBO may order the bank to refrain from making a proposed distribution. Under these provisions, the amount
available for distribution from the Bank to the Corporation was approximately $245.7 million at December 31,
2018.
Prior to 2019, the Corporation never declared or paid dividends on its common stock. On January 28,
2019, the Corporation’s board of directors declared a $0.22 per share dividend, payable on March 1, 2019 to
71
shareholders of record on February 15, 2019. The Corporation anticipates that it will continue to pay quarterly cash
dividends in the future, although there can be no assurance that payment of such dividends will continue or that they
will not be reduced. The payment and amount of future dividends remain within the discretion of the Corporation’s
board of directors and will depend on the Corporation’s operating results and financial condition, regulatory
limitations, tax considerations, and other factors. Interest on deposits will be paid prior to payment of dividends on
the Corporation’s common stock.
Capital Resources
The Corporation and the Bank are subject to various regulatory capital requirements administered by
federal banking agencies. Failure to meet minimum capital requirements can trigger certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial
condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s
assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s
capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk
weightings and other factors.
At December 31, 2018, the Bank’s leverage capital was $1.19 billion and risk-weighted capital was
$1.23 billion. At December 31, 2017, the Bank’s leverage capital was $805.1 million and risk-weighted capital was
$835.9 million. Pursuant to regulatory guidelines under prompt corrective action rules, a bank must have total risk-
weighted capital of 10.00% or greater, Tier 1 risk-weighted capital of 8.00% or greater, common equity tier 1
capital ratio of 6.5% and Tier I capital to adjusted tangible assets of 5.00% or greater to be considered “well
capitalized.” At December 31, 2018, the Bank’s total risk-weighted capital ratio was 12.28%, Tier 1 risk-weighted
capital ratio was 11.87%, common equity Tier 1 risk-weighted capital ratio was 11.87% and Tier I capital to
adjusted tangible assets capital ratio was 11.06%. See Note 2 to the Consolidated Financial Statements included in
Item 8 hereof for a discussion of the Bank’s and Corporation’s capital ratios.
Contractual Obligations and Commitments
The Company enters into contractual obligations in the normal course of business as a source of funds
for its asset growth and to meet required capital needs. The following schedule summarizes maturities and
payments due on our obligations and commitments, excluding accrued interest, at the date indicated:
Contractual Obligations
FHLB advances
Other borrowings
Subordinated debentures
Certificates of deposit
Operating leases
At December 31, 2018
Less than 1
year
1 - 3 years
3 - 5 years
More than
5 years
Total
(dollars in thousands)
$
616,000
$
23,500
$
28,106
$
— $
667,606
75
—
—
—
1,109,988
11,468
222,693
21,002
—
—
13,380
17,420
—
75
110,313
110,313
64,616
10,518
1,410,677
60,408
Total contractual cash obligations
$ 1,737,531
$
267,195
$
58,906
$
185,447
$ 2,249,079
72
Off-Balance Sheet Arrangements
The following table summarizes our contractual commitments with off-balance sheet risk by expiration
period at the date indicated:
Other Unused Commitments
Commercial and industrial
Construction
Agribusiness and farmland
Home equity lines of credit
Standby letters of credit
All other
Total commitments
At December 31, 2018
Less than 1
year
1 - 3 years
3 - 5 years
More than
5 years
Total
(dollars in thousands)
$
813,690
$
226,541
$
16,992
$
58,484
$ 1,115,707
169,201
165,547
30,579
20,661
14,411
54,084
6,000
7,242
250
7,851
9,222
5,186
—
13,839
15,617
78,108
5,593
67,201
—
41,235
420,707
51,394
100,290
14,661
124,775
$ 1,102,626
$
419,419
$
54,868
$
250,621
$ 1,827,534
See Note 17 to the Consolidated Financial Statements in Item 8 hereof for narrative disclosure regarding
off-balance sheet arrangements.
Impact of Inflation and Changing Prices
Our consolidated financial statements and related data presented in this Annual Report on Form 10-K
have been prepared in accordance with accounting principles generally accepted in the United States which require
the measurement of financial position and operating results in terms of historical dollar amounts (except with
respect to securities classified as available for sale which are carried at market value) 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 our operations. Unlike most industrial companies, substantially 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 magnitude as
the price of goods and services.
Impact of New Accounting Standards
See Note 1 to the Consolidated Financial Statements included in Item 8 hereof for a listing of recently
issued accounting pronouncements and the impact of them on the Company.
73
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Asset/Liability Management and Market Risk
Market risk is the risk of loss in value or reduced earnings from adverse changes in market prices and
interest rates. The Bank’s market risk arises primarily from interest rate risk in our lending and deposit taking
activities. Interest rate risk primarily occurs to the degree that the Bank’s interest-bearing liabilities reprice or
mature on a different basis and frequency than its interest-earning assets. The Bank’s earnings depend primarily on
net interest income, which is the difference between the interest and dividends earned on interest-earning assets and
the interest paid on interest-bearing liabilities. Therefore, the Bank actively monitors and manages its portfolios to
limit the adverse effects on net interest income and economic value due to changes in interest rates.
The Asset/Liability Committee is responsible for implementing the Bank’s interest rate risk management
policy established by the board of directors that sets forth limits of acceptable changes in net interest income
(“NII”) and economic value of equity (“EVE”) due to specified changes in interest rates. The Asset/Liability
Committee reviews, among other items, economic conditions, the interest rate outlook, the demand for loans, the
availability of deposits and borrowings, and the Bank’s current operating results, liquidity, capital and interest rate
exposure. Based on these reviews, the Asset/Liability Committee formulates strategies to implement the objectives
set forth in the business plan while complying with the net interest income and economic value limits approved by
the Bank’s board of directors.
Interest Rate Risk Management. The principal objective of the Company’s interest rate risk
management function is to maintain an interest rate risk profile close to the desired risk profile in light of the
interest rate outlook. The Bank measures the interest rate risk included in the major balance sheet portfolios and
compares the current risk profile to the desired risk profile and to policy limits set by the board of directors.
Management then implements strategies consistent with the desired risk profile. Currently, the Bank’s primary
strategy in managing interest rate risk is to focus originations for investment on adjustable rate loans or loans with
relatively short maturities. Interest rates on adjustable rate loans are mainly tied to the Prime rate. Likewise, the
Bank seeks to raise non-maturity deposits. Management often implements these strategies through pricing actions.
Finally, management structures its security portfolio and borrowings to offset some of the interest rate sensitivity
created by the re-pricing characteristics of customer loans and deposits.
Management monitors asset and liability maturities and repricing characteristics on a regular basis and
evaluates its interest rate risk as it relates to operational strategies. Management analyzes potential strategies for
their impact on the interest rate risk profile. Each quarter the Corporation’s board of directors reviews the Bank’s
asset/liability position, including simulations showing the impact on the Bank’s economic value of equity in various
interest rate scenarios. Interest rate moves, up or down, may subject the Bank to interest rate spread compression,
which adversely impacts its net interest income. This is primarily due to the lag in repricing of the indices, to which
adjustable rate loans and mortgage-backed securities are tied, as well as their repricing frequencies. Furthermore,
large rate moves show the impact of interest rate caps and floors on adjustable rate transactions. This is partly offset
by lags in repricing for deposit products. The extent of the interest rate spread compression depends on the direction
and severity of interest rate moves and features in the Bank’s product portfolios.
The Company’s interest rate sensitivity is monitored by management through the use of both a simulation
model that quantifies the estimated impact to earnings (“Earnings at Risk”) for a twelve and twenty-four month
period, and a model that estimates the change in the Company’s EVE under alternative interest rate scenarios,
primarily instantaneous parallel interest rate shifts in 100 basis point increments. The simulation model estimates
the impact on NII from changing interest rates on interest earning assets and interest expense paid on interest
bearing liabilities. The EVE model computes the net present value of equity by discounting all expected cash flows
on assets and liabilities under each rate scenario. For each scenario, the EVE is the present value of all assets less
the present value of all liabilities. The EVE ratio is defined as the EVE divided by the market value of assets within
the same scenario.
74
The following table shows the projected net interest income and net interest margin of the Company at
December 31, 2018, assuming instantaneous parallel interest rate shifts in the first period:
December 31, 2018
(dollars in thousands)
Change in Rates
(Basis Points)
+200
+100
Static
-100
-200
Earnings at Risk
Projected Net Interest Margin
$ Amount
$ Change
% Change
Rate %
% Change
473,026
471,474
467,612
462,708
457,900
5,415
3,862
—
(4,904)
(9,712)
1.2
0.8
—
(1.0)
(2.1)
4.59
4.57
4.54
4.49
4.44
1.2
0.8
—
(1.0)
(2.1)
The following table shows the EVE and projected change in the EVE of the Company at December 31,
2018, assuming various non-parallel interest rate shifts over a twelve month period:
December 31, 2018
(dollars in thousands)
Change in Rates
(Basis Points)
+200
+100
Static
-100
-200
Economic Value of Equity
EVE as % of market value of
portfolio assets
$ Amount
$ Change
% Change
EVE Ratio
% Change
3,097,115
3,036,447
2,942,226
2,835,391
2,723,701
154,889
94,221
—
(106,835)
(218,525)
5.3
3.2
—
(3.6)
(7.4)
27.81
26.75
25.44
24.02
22.50
0.2
1.3
—
(1.4)
(2.9)
Based on the modeling of the impact on earnings and EVE from changes in interest rates, the Company’s
sensitivity to changes in interest rates is low for rising rates. Both the Earnings at Risk and the EVE increase as
rates rise. It is important to note the above tables are forecasts based on several assumptions and that actual results
may vary. The forecasts are based on estimates of historical behavior and assumptions by management that may
change over time and may turn out to be different. Factors affecting these estimates and assumptions include, but
are not limited to (1) competitor behavior, (2) economic conditions both locally and nationally, (3) actions taken by
the Federal Reserve, (4) customer behavior and (5) Management’s responses. Changes that vary significantly from
the assumptions and estimates may have significant effects on the Company’s earnings and EVE.
The Company does not have any direct market risk from foreign exchange or commodity exposures.
75
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and the Board of Directors of Pacific Premier Bancorp, Inc. and Subsidiaries
Irvine, California
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial condition of Pacific Premier Bancorp, Inc.
and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of
income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period
ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). We also
have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria
established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for
each of the years in the three-year period ended December 31, 2018, in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control - Integrated Framework: (2013) issued by COSO.
Basis for Opinion
The Company’s management is responsible for these financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s
internal control over financial reporting 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 audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was
maintained in all material respects.
Our audits of the financial statements 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. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also included performing such other
76
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis
for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Crowe LLP
We have served as the Company’s auditor since 2016.
Los Angeles, California
February 28, 2019
77
PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except share data)
ASSETS
Cash and due from banks
Interest-bearing deposits with financial institutions
Cash and cash equivalents
Interest-bearing time deposits with financial institutions
Investments held-to-maturity, at amortized cost (fair value of $44,672 and $18,082 as of December 31,
2018 and December 31, 2017, respectively)
Investment securities available-for-sale, at fair value
FHLB, FRB and other stock, at cost
Loans held for sale, at lower of cost or fair value
Loans held for investment
Allowance for loan losses
Loans held for investment, net
Accrued interest receivable
Other real estate owned
Premises and equipment
Deferred income taxes, net
Bank owned life insurance
Intangible assets
Goodwill
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposit accounts:
Noninterest-bearing checking
Interest-bearing:
Checking
Money market/savings
Retail certificates of deposit
Wholesale/brokered certificates of deposit
Total interest-bearing
Total deposits
FHLB advances and other borrowings
Subordinated debentures
Accrued expenses and other liabilities
Total liabilities
STOCKHOLDERS’ EQUITY
At December 31,
2018
2017
$
43,641
$
159,765
203,406
6,143
45,210
1,103,222
108,819
5,719
39,606
157,558
197,164
6,633
18,291
787,429
65,881
23,426
8,836,818
6,196,224
(36,072)
(28,936)
8,800,746
6,167,288
37,837
147
64,691
15,627
110,871
100,556
808,726
75,667
27,060
326
53,155
13,265
75,976
43,014
493,329
52,264
$ 11,487,387
$
8,024,501
$
3,495,737
$
2,226,876
526,088
3,225,849
1,009,066
401,611
5,162,614
8,658,351
667,681
110,313
81,345
9,517,690
365,193
2,409,007
714,751
370,059
3,859,010
6,085,886
536,287
105,123
55,209
6,782,505
Preferred stock, $.01 par value; 1,000,000 shares authorized; no shares issued and outstanding
—
—
Common stock, $.01 par value; 150,000,000 and 100,000,000 shares authorized at December 31, 2018
and 2017; 62,480,755 shares and 46,245,050 shares issued and outstanding, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive (loss) income
Total stockholders’ equity
Total liabilities and stockholders’ equity
617
1,674,274
300,407
(5,601)
1,969,697
$ 11,487,387
$
458
1,063,974
177,149
415
1,241,996
8,024,501
Accompanying notes are an integral part of these consolidated financial statements.
78
PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
For the Years ended December 31,
2017
2018
2016
INTEREST INCOME
Loans
Investment securities and other interest-earning assets
Total interest income
INTEREST EXPENSE
Deposits
FHLB advances and other borrowings
Subordinated debentures
Total interest expense
Net interest income before provision for credit losses
Provision for credit losses
Net interest income after provision for credit losses
NONINTEREST INCOME
Loan servicing fees
Service charges on deposit accounts
Other service fee income
Debit card interchange fee income
Earnings on BOLI
Net gain from sales of loans
Net gain from sales of investment securities
Other income
Total noninterest income
NONINTEREST EXPENSE
Compensation and benefits
Premises and occupancy
Data processing
Other real estate owned operations, net
FDIC insurance premiums
Legal, audit and professional expense
Marketing expense
Office, telecommunications and postage expense
Loan expense
Deposit expense
Merger-related expense
CDI amortization
Other expense
Total noninterest expense
Net income before income taxes
Income tax
Net income
EARNINGS PER SHARE
Basic
Diluted
$
$
415,410
33,013
448,423
$
251,027
18,978
270,005
37,653
11,343
6,716
55,712
392,711
8,253
384,458
1,445
5,128
902
4,326
3,427
10,759
1,399
3,641
31,027
129,886
24,544
13,412
4
3,002
10,040
6,151
5,312
3,370
9,916
18,454
13,594
12,220
249,905
165,580
42,240
123,340
2.29
2.26
$
$
$
13,371
4,411
4,721
22,503
247,502
8,432
239,070
787
3,273
1,847
2,043
2,279
12,468
2,737
5,680
31,114
84,138
14,742
8,206
72
2,151
6,101
4,436
3,117
3,299
6,240
21,002
6,144
8,310
167,958
102,226
42,126
60,100
1.59
1.56
$
$
$
$
$
$
157,935
8,670
166,605
8,391
1,295
3,844
13,530
153,075
9,296
143,779
1,032
1,459
1,516
267
1,353
9,539
1,797
2,639
19,602
52,836
9,838
4,261
385
1,545
3,041
3,981
2,107
2,191
4,904
4,388
2,039
6,547
98,063
65,318
25,215
40,103
1.49
1.46
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic
Diluted
53,963,047
54,613,057
37,705,556
38,511,261
26,931,634
27,439,159
Accompanying notes are an integral part of these consolidated financial statements.
79
PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
Net Income
Other comprehensive (loss) income, net of tax:
For the Years ended December 31,
2018
2017
2016
$
123,340
$
60,100
$
40,103
Unrealized holding (losses) gains on securities arising during the period,
net of income tax (benefit) (1)
Reclassification adjustment for net gain on sale of securities included in
net income, net of income tax (2)
Other comprehensive (loss) income, net of tax
Comprehensive income, net of tax
(5,019)
4,937
(2,013)
(1,079)
(6,098)
117,242
$
(1,801)
3,136
$
63,236
$
(1,040)
(3,053)
37,050
(1) Income tax (benefit) on unrealized holding gains (losses) on securities was ($2.2 million) for 2018, $3.1 million for 2017
and $(1.5 million) for 2016.
(2) Income tax on reclassification adjustment for net gain on sale of securities included in net income was $320,000 for 2018,
$936,000 for 2017 and $757,000 for 2016.
Accompanying notes are an integral part of these consolidated financial statements.
80
l
a
t
o
T
’
s
r
e
d
l
o
h
k
c
o
t
S
y
t
i
u
q
E
d
e
t
a
l
u
m
u
c
c
A
r
e
h
t
O
e
v
i
s
n
e
h
e
r
p
m
o
C
)
s
s
o
L
(
e
m
o
c
n
I
d
e
t
a
l
u
m
u
c
c
A
d
e
n
i
a
t
e
R
s
g
n
i
n
r
a
E
l
a
n
o
i
t
i
d
d
A
l
a
t
i
p
a
C
n
i
-
d
i
a
P
k
c
o
t
S
n
o
m
m
o
C
n
o
m
m
o
C
k
c
o
t
S
s
e
r
a
h
S
S
E
I
R
A
I
D
I
S
B
U
S
D
N
A
.
C
N
I
,
P
R
O
C
N
A
B
R
E
I
M
E
R
P
C
I
F
I
C
A
P
Y
T
I
U
Q
E
’
S
R
E
D
L
O
H
K
C
O
T
S
F
O
S
T
N
E
M
E
T
A
T
S
D
E
T
A
D
I
L
O
S
N
O
C
)
s
d
n
a
s
u
o
h
t
n
i
s
r
a
l
l
o
d
(
0
8
9
,
8
9
2
$
2
3
3
$
7
8
4
,
1
2
2
$
5
1
2
$
6
4
7
,
0
7
5
,
1
2
5
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
)
3
5
0
,
3
(
3
0
1
,
0
4
9
2
7
,
2
—
3
8
3
,
9
1
1
9
7
3
)
6
2
1
(
5
4
3
,
1
0
0
1
,
0
6
0
4
7
,
9
5
4
—
6
3
1
,
3
9
0
8
,
5
0
0
5
)
8
5
2
,
1
(
2
9
5
,
4
7
7
3
,
9
0
7
—
)
8
9
0
,
6
(
3
3
0
,
9
1
7
1
,
1
0
6
—
)
9
6
6
,
1
(
4
2
9
,
1
0
4
3
,
3
2
1
6
9
9
,
1
4
2
,
1
—
—
—
—
—
—
—
)
3
5
0
,
3
(
$
6
4
9
,
6
7
3
0
1
,
0
4
—
—
—
—
—
—
—
—
—
—
9
2
7
,
2
5
2
3
,
9
1
1
9
7
3
)
6
2
1
(
4
4
3
,
1
—
—
—
—
8
5
—
—
1
—
—
—
6
3
2
,
6
9
2
1
5
0
,
5
1
8
,
5
—
—
0
5
2
,
6
1
1
$
)
1
2
7
,
2
(
$
9
4
0
,
7
1
1
$
8
3
1
,
5
4
3
$
4
7
2
$
3
8
2
,
8
9
7
,
7
2
—
—
—
—
—
—
—
6
3
1
,
3
—
—
—
—
—
—
—
0
0
1
,
0
6
—
—
—
9
0
8
,
5
6
9
1
,
9
0
7
0
0
5
)
8
5
2
,
1
(
9
8
5
,
4
—
—
—
—
—
—
3
1
8
1
—
—
—
—
)
7
3
5
,
1
2
(
3
3
6
,
7
4
3
7
9
3
,
6
6
1
4
7
2
,
4
5
9
,
7
1
$
5
1
4
$
9
4
1
,
7
7
1
$
4
7
9
,
3
6
0
,
1
$
8
5
4
$
0
5
0
,
5
4
2
,
6
4
—
—
—
—
—
—
2
8
—
)
8
9
0
,
6
(
—
—
—
—
—
—
—
)
2
8
(
0
4
3
,
3
2
1
—
—
—
3
3
0
,
9
3
1
0
,
1
0
6
)
9
6
6
,
1
(
3
2
9
,
1
—
—
—
—
—
8
5
1
—
—
1
—
—
—
—
—
—
)
8
4
1
,
3
3
(
3
4
2
,
0
4
2
1
7
5
,
0
7
2
9
3
0
,
8
5
7
,
5
1
e
s
n
e
p
x
e
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
e
r
a
h
S
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
O
t
e
n
,
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r
f
o
e
c
n
a
u
s
s
I
k
c
o
t
s
n
o
m
m
o
c
f
o
e
c
n
a
u
s
s
I
d
e
s
i
c
r
e
x
e
s
t
n
a
r
r
a
W
e
m
o
c
n
I
t
e
N
d
e
l
e
c
n
a
c
d
n
a
d
e
r
e
d
n
e
r
r
u
s
k
c
o
t
s
d
e
t
c
i
r
t
s
e
R
6
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
t
e
n
,
s
n
o
i
t
p
o
k
c
o
t
s
f
o
e
s
i
c
r
e
x
E
s
s
o
l
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
O
e
m
o
c
n
I
t
e
N
d
e
l
e
c
n
a
c
d
n
a
d
e
r
e
d
n
e
r
r
u
s
k
c
o
t
s
d
e
t
c
i
r
t
s
e
R
t
e
n
,
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r
f
o
e
c
n
a
u
s
s
I
e
s
n
e
p
x
e
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
e
r
a
h
S
81
k
c
o
t
s
n
o
m
m
o
c
f
o
e
c
n
a
u
s
s
I
t
n
e
m
t
s
u
j
d
a
l
l
i
w
d
o
o
G
7
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
t
e
n
,
s
n
o
i
t
p
o
k
c
o
t
s
f
o
e
s
i
c
r
e
x
E
e
m
o
c
n
I
t
e
N
e
s
n
e
p
x
e
n
o
i
t
a
s
n
e
p
m
o
c
d
e
s
a
b
-
e
r
a
h
S
t
e
n
,
k
c
o
t
s
d
e
t
c
i
r
t
s
e
r
f
o
e
c
n
a
u
s
s
I
e
m
o
c
n
i
e
v
i
s
n
e
h
e
r
p
m
o
c
r
e
h
t
O
k
c
o
t
s
n
o
m
m
o
c
f
o
e
c
n
a
u
s
s
I
t
n
e
m
t
s
u
j
d
a
l
l
i
w
d
o
o
G
s
t
u
C
x
a
T
e
h
t
f
o
s
t
c
e
f
f
e
x
a
t
n
i
a
t
r
e
c
f
o
n
o
i
t
a
c
i
f
i
s
s
a
l
c
e
R
t
c
A
s
b
o
J
d
n
a
d
e
l
e
c
n
a
c
d
n
a
d
e
r
e
d
n
e
r
r
u
s
k
c
o
t
s
d
e
t
c
i
r
t
s
e
R
t
e
n
,
s
n
o
i
t
p
o
k
c
o
t
s
f
o
e
s
i
c
r
e
x
E
—
7
9
6
,
9
6
9
,
1
$
$
.
s
t
n
e
m
e
t
a
t
s
l
a
i
c
n
a
n
i
f
d
e
t
a
d
i
l
o
s
n
o
c
e
s
e
h
t
f
o
t
r
a
p
l
a
r
g
e
t
n
i
n
a
e
r
a
s
e
t
o
n
g
n
i
y
n
a
p
m
o
c
c
A
)
1
0
6
,
5
(
$
7
0
4
,
0
0
3
$
4
7
2
,
4
7
6
,
1
$
7
1
6
$
5
5
7
,
0
8
4
,
2
6
8
1
0
2
,
1
3
r
e
b
m
e
c
e
D
t
a
e
c
n
a
l
a
B
PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Cash flows from operating activities:
Net income
Adjustments to net income:
Depreciation and amortization expense
Provision for credit losses
Share-based compensation expense
Loss on sale and disposal of premises and equipment
(Gain) loss on sale of or write down of other real estate owned
Net amortization on securities
Net accretion of discounts/premiums for loans acquired and deferred loan fees/costs
Gain on sale of investment securities available-for-sale
Other-than-temporary impairment recovery on investment securities, net
Originations of loans held for sale
Proceeds from the sales of and principal payments from loans held for sale
Gain on sale of loans
Deferred income tax expense
Change in accrued expenses and other liabilities, net
Income from bank owned life insurance, net
Amortization of core deposit intangible
Change in accrued interest receivable and other assets, net
Net cash provided by operating activities
Cash flows from investing activities:
Net increase in interest-bearing time deposits with financial institutions
Increase in loans, net
Purchase of loans held for investment
Proceeds from sale of other real estate owned
Purchase of held-to-maturity securities
Principal payments on held-to-maturity securities
Purchase of securities available-for-sale
Principal payments on securities available for sale
Proceeds from sale of securities available-for-sale
Proceeds from the sale of premises and equipment
Proceeds from bank owned insurance death benefit
Purchases of premises and equipment
Change in FHLB, FRB, and other stock, at cost
Cash acquired in acquisitions, net
Net cash used in investing activities
Cash flows from financing activities:
Net increase in deposit accounts
Net change in short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
82
For the Years ended December 31,
2018
2017
2016
$ 123,340
$
60,100
$
40,103
7,773
8,253
9,033
108
(355)
6,900
4,224
(1,399)
—
(174,718)
309,706
(10,759)
9,275
1,388
(2,774)
13,594
(4,901)
298,688
490
(338,671)
(61,562)
1,058
(29,002)
1,785
(462,534)
131,268
4,888
8,432
5,809
234
(46)
7,601
1,627
(2,737)
—
(142,104)
140,012
(12,468)
16,866
5,193
(1,842)
6,144
(13,932)
83,777
(2,689)
(519,163)
(13,582)
507
(10,914)
1,166
(306,527)
74,891
407,004
268,596
—
—
1,284
(10,295)
(27,086)
146,571
(239,690)
65,553
(108,064)
—
(10,500)
198
(4,165)
(12,838)
225,945
(298,575)
187,901
61,120
12,012
(9,262)
2,854
9,296
2,729
656
321
9,157
1,832
(1,797)
(205)
(103,883)
115,877
(9,539)
3,887
(4,948)
(1,164)
2,039
(3,768)
63,447
—
(263,075)
(271,159)
380
—
1,060
(190,140)
37,875
230,945
10,049
—
(11,970)
(15,012)
40,132
(430,915)
313,770
181,846
—
(50,927)
PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
For the Years ended December 31,
2018
2017
2016
Proceeds from exercise of stock options and warrants
Restricted stock surrendered and canceled
Net cash (used in) provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental cash flow disclosures:
Interest paid
Income taxes paid
NONCASH INVESTING ACTIVITIES DURING THE PERIOD
Transfers from loans to other real estate owned
Loans held for sale transfer to loans held for investment
Assets acquired (liabilities assumed) in acquisitions (See Note 26):
Interest-bearing deposits with financial institutions
Investment securities
Loans
Core deposit intangible
Deferred income tax
Goodwill
Fixed assets
Other assets
Deposits
Other borrowings
Other liabilities
Common Stock and additional paid-in capital
$
$
1,924
(1,669)
(52,756)
6,242
197,164
$ 203,406
53,960
32,296
4,592
(1,258)
255,105
40,307
156,857
197,164
21,777
18,846
$
$
15
$
337
—
121
949
—
392,858
442,923
2,352,717
2,427,589
71,943
4,383
313,043
9,122
39,703
14,959
391,070
42,097
97,246
(2,506,929)
(254,923)
(24,859)
(601,172)
74,379
(2,752,501)
(180,186)
(16,395)
(716,421)
$
$
$
1,345
(126)
445,908
78,440
78,417
156,857
13,564
13,139
197
1,274
1,972
190,254
456,158
4,319
6,748
51,658
4,190
9,362
(636,591)
—
(8,843)
(120,174)
Accompanying notes are an integral part of these consolidated financial statements.
83
PACIFIC PREMIER BANCORP, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Summary of Significant Accounting Policies
Description of Business—Pacific Premier Bancorp, Inc., a Delaware corporation organized in 1997 (the
“Corporation”), is a California-based bank holding company that owns 100% of the capital stock of Pacific Premier
Bank, a California-chartered commercial bank (the “Bank,” and together with the Corporation and its consolidated
subsidiaries, the “Company”), the Corporation’s principal operating subsidiary. The Bank was incorporated and
commenced operations in 1983.
The principal business of the Company is attracting deposits from the general public and investing those
deposits, together with funds generated from operations and borrowings, primarily in business loans and real estate
property loans. At December 31, 2018, the Company had 44 depository branches located in the counties of Orange,
Los Angeles, Riverside, San Bernardino, San Diego, San Luis Obispo and Santa Barbara, California, as well as
Pima and Maricopa Counties, Arizona, Clark County, Nevada and Clark County, Washington. The Company is
subject to competition from other financial institutions. The Company is subject to the regulations of certain
governmental agencies and undergoes periodic examinations by those regulatory authorities.
Principles of Consolidation—The consolidated financial statements include the accounts of Corporation
and its wholly-owned subsidiary the Bank. The Company accounts for its investments in its wholly-owned special
purpose entities, PPBI Statutory Trust I, Heritage Oaks Capital Trust II, Mission Community Capital Trust I Santa
Lucia Bancorp (CA) Capital Trust and First Commerce Bancorp Statutory Trust I, under the equity method whereby
the subsidiary’s net earnings are recognized in the Company’s Statement of Income and the investment in these
entities is included in Other Assets on the Company’s Consolidated Statements of Financial Condition. The
Company is organized and operates as a single reporting segment, principally engaged in the commercial banking
business. All significant intercompany accounts and transactions have been eliminated in consolidation.
Basis of Financial Statement Presentation—The accompanying consolidated financial statements have
been prepared in conformity with accounting principles generally accepted in the United States (‘‘U.S. GAAP’’).
Certain amounts in the financial statements and related footnote disclosures for the prior years have been
reclassified to conform to the current presentation with no impact to previously reported net income or
stockholders’ equity.
Use of Estimates—The preparation of consolidated financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Estimates may change as new information is obtained.
The following discussion provides a summary of the Company’s significant accounting policies:
Cash and Cash Equivalents—Cash and cash equivalents include cash on hand, cash balances due from
banks and federal funds sold. Interest bearing deposits with financial institutions represent primarily cash held at the
Federal Reserve Bank of San Francisco. At December 31, 2018, there were no cash reserves required by the Board
of Governors of the Federal Reserve System (“Federal Reserve”) for depository institutions based on the amount of
deposits held. The Company maintains amounts due from banks that exceed federally insured limits. The Company
has not experienced any losses in such accounts.
Securities—The Company has established written guidelines and objectives for its investing activities.
At the time of purchase, management designates the security as either held to maturity, available-for-sale or held for
84
trading based on the Company’s investment objectives, operational needs and intent. The investments are monitored
to ensure that those activities are consistent with the established guidelines and objectives.
Securities Held-to-Maturity—Investments in debt securities that management has the positive intent and
ability to hold to maturity are reported at cost and adjusted for periodic principal payments and the amortization of
premiums and accretion of discounts, which are recognized in interest income using the interest method over the
period of time to investment’s maturity.
Securities Available-for-Sale—Investments in debt securities that management has no immediate plan to
sell, but which may be sold in the future, are carried at fair value. Premiums and discounts are amortized using the
interest method over the remaining period to the call date for premiums or contractual maturity for discounts and, in
the case of mortgage-backed securities, the estimated average life, which can fluctuate based on the anticipated
prepayments on the underlying collateral of the securities. Unrealized holding gains and losses, net of tax, are
recorded in a separate component of stockholders’ equity as accumulated other comprehensive income. Realized
gains and losses on the sales of securities are determined on the specific identification method, recorded on a trade
date basis based on the amortized cost basis of the specific security and are included in noninterest income as net
gain (loss) on investment securities.
Impairment of Investments—Quarterly, the Company evaluates investment securities in an unrealized
loss position for OTTI. In determining whether a security’s decline in fair value is other-than-temporary, the
Company considers a number of factors including: (i) the length of time and the extent to which the fair value of the
investment has been less than its amortized cost; (ii) the financial condition and near-term prospects of the issuer;
(iii) the intent and ability of the Company to hold the investment for a period of time sufficient to allow for an
anticipated recovery in fair value; (iv) downgrades in credit ratings; and (v) general market conditions which reflect
prospects for the economy as a whole, including interest rates and sector credit spreads. If it is determined that an
OTTI exists, and either the Company intends to sell the investment or it is likely the Company will be required to
sell the investment before its anticipated recovery, the total amount of the OTTI, which is measured as the amount
by which the investment’s amortized cost exceeds its fair value, is recognized in current period earnings. If the
Company has the intent and ability to hold the investment and it is more likely than not it will be required to sell the
investment prior to an anticipated recovery of its amortized cost basis, the Company records in current period
earnings the portion of OTTI deemed to be credit related, while the remaining portion of OTTI deemed to be non-
credit related is recorded in accumulated other comprehensive income. Credit related losses are determined through
a discounted cash flow analysis, which incorporates assumptions concerning the estimated timing and amounts of
expected cash flows. Non-credit related OTTI losses result from other factors such as change in interest rates and
general market conditions. The presentation of OTTI in the consolidated financial statements is on a gross basis
with a reduction in the gross amount for the portion of the loss deemed non-credit related and is recorded in
accumulated other comprehensive income.
Federal Home Loan Bank Stock—The Bank is a member of the Federal Home Loan Bank System.
Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may
invest in additional amounts. FHLB stock is carried at cost and periodically evaluated for impairment based on
ultimate recovery of par value. Both cash and stock dividends are recorded as a component of interest income.
Federal Reserve Bank Stock—The Bank is a member of the Federal Reserve Bank of San Francisco (the
“FRB”). FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment
based on ultimate recovery of par value. Both cash and stock dividends are recorded as a component of interest
income.
Loans Held for Sale—Loans that the Company has the intent to sell prior to maturity have been
designated as held for sale at origination and are recorded at lower of cost or fair value. Gains or losses are
recognized upon the sale of the loans on a specific identification basis.
85
Loan Servicing Assets—Servicing assets are related to SBA loans sold and are recognized at the time of
sale when servicing is retained with the income statement effect recorded in gains on sales of SBA loans. Servicing
assets are initially recorded at fair value based on the present value of the contractually specified servicing fee, net
of estimated servicing costs, over the estimated life of the loan, using a discount rate. The Company’s servicing
costs approximates the industry average servicing costs of approximately 40 basis points. The servicing assets are
subsequently amortized into noninterest income in proportion to, and over the period of, the estimated future net
servicing income of the underlying loans. The Company periodically evaluates servicing assets for impairment
based upon the fair value of the assets as compared to their carrying amount.
The Company typically sells the guaranteed portion of SBA loans and retains the unguaranteed portion
(“retained interest”). A portion of the premium on sale of SBA loans is recognized as gain on sale of loans at the
time of the sale by allocating the carrying amount between the asset sold and the retained interest, based on their
relative fair values. The remaining portion of the premium is recorded as a discount on the retained interest and is
amortized over the remaining life of the loan as an adjustment to yield. The retained interest, net of any discount,
are included in loans held for investment—net of allowance for loan losses in the accompanying consolidated
statements of financial condition.
Loans Held for Investment—Loans held for investment are loans the Company has the ability and intent
to hold until their maturity. The loans are carried at amortized cost, net of discounts and premiums on purchased
loans, deferred loan origination fees and costs and ALLL. Net deferred loan origination fees and costs on loans are
amortized or accreted using the interest method over the expected life of the loans. Amortization of deferred loan
fees and costs are discontinued for loans placed on nonaccrual. Any remaining deferred fees or costs and
prepayment fees associated with loans that payoff prior to contractual maturity are included in loan interest income
in the period of payoff. Loan commitment fees received to originate or purchase a loan are deferred and, if the
commitment is exercised, recognized over the life of the loan using the interest method as an adjustment of yield or,
if the commitment expires unexercised, recognized as income upon expiration of the commitment.
Interest on loans is recognized using the interest method and is only accrued if deemed collectible. Loans
for which the accrual of interest has been discontinued are designated as nonaccrual loans. The accrual of interest
on loans is discontinued when principal or interest is past due 90 days based on contractual terms of the loan or
when, in the opinion of management, there is reasonable doubt as to collection of principal and or interest. When
loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current
period interest income. Interest income generally is not recognized on nonaccrual loans unless the likelihood of
further loss is remote. Interest payments received on nonaccrual loans are applied as a reduction to the loan
principal balance. Interest accruals are resumed on such loans only when they are brought current with respect to
interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to
all principal and interest.
A loan is considered to be impaired when it is probable that the Company will be unable to collect all
amounts due (principal and interest) according to the contractual terms of the loan agreement. The Company
reviews loans for impairment when the loan is classified as substandard or worse, delinquent 90 days, determined
by management to be collateral dependent, or when the borrower files bankruptcy or is granted concession which
qualifies as a troubled debt restructuring. Measurement of impairment is based on the loan’s expected future cash
flows discounted at the loan’s effective interest rate, measured by reference to an observable market value, if one
exists, or the fair value of the collateral if the loan is deemed collateral dependent. The Company selects the
measurement method on a loan-by-loan basis except those loans deemed collateral dependent. Loans for which
impairment has been determined are generally charged-off at such time the loan is classified as a loss.
Allowance for Loan Losses—The Company maintains an ALLL at a level deemed appropriate by
management to provide for known or probable incurred losses in the portfolio as of the date of the consolidated
statements of financial condition. The Company has an internal loan review system and loss allowance
methodology designed to provide for the detection of problem loans and an appropriate level of allowance to cover
loan losses. Management’s determination of the adequacy of the ALLL is based on an evaluation of the composition
86
of the portfolio, actual loss experience, industry charge-off experience on income property loans, current economic
conditions, and other relevant factors in the area in which the Company’s lending and real estate activities are
based. These factors may affect the borrower’s ability to pay as well as the value of the underlying collateral
securing loans. The allowance is calculated by applying loss factors to loans held for investment according to loan
type and loan credit classification. The loss factors are based primarily upon the Bank’s historical loss experience
and industry charge-off experience, and are evaluated on a quarterly basis.
At December 31, 2018, the following portfolio segments have been identified. Segments are groupings
of similar loans at a level, for which the Company has adopted systematic methods of documentation for
determining its allowance for loan losses:
• Commercial and industrial (including Franchise) - Commercial and industrial (“C&I”) loans are secured
by business assets including inventory, receivables and machinery and equipment to businesses located
generally in our primary market area. Loan types includes revolving lines or credit, term loans, seasonal
loans and loans secured by liquid collateral such as cash deposits or marketable securities. Homeowners’
Association (“HOA”) credit facilities are included in C&I loans. We also issue letters of credit on behalf of
our customers. Risk arises primarily due to the difference between expected and actual cash flows of the
borrowers. In addition, the recoverability of the Company’s investment in these loans is also dependent on
other factors primarily dictated by the type of collateral securing these loans. The fair value of the collateral
securing these loans may fluctuate as market conditions change. In the case of loans secured by accounts
receivable, the recovery of the Company’s investment is dependent upon the borrower’s ability to collect
amounts due from its customers.
• Commercial real estate (including owner-occupied and nonowner occupied) - Commercial real estate
(“CRE”) includes various type of loans which the Company holds real property as collateral. CRE lending
activity is typically restricted to owner-occupied or nonowner-occupied. The primary risks of real estate
loans include the borrower’s inability to pay, material decreases in the value of the real estate that is being
held as collateral and significant increases in interest rates, which may make the real estate loan
unprofitable to the borrower. Real estate loans may be more adversely affected by conditions in the real
estate markets or in the general economy.
• SBA - We are approved to originate loans under the SBA’s Preferred Lenders Program (“PLP”). The PLP
lending status affords us a higher level of delegated credit autonomy, translating to a significantly shorter
turnaround time from application to funding, which is critical to our marketing efforts. We originate loans
nationwide under the SBA’s 7(a), SBAExpress, International Trade and 504(a) loan programs, in
conformity with SBA underwriting and documentation standards. SBA loans are similar to commercial
business loans, but have additional credit enhancement provided by the U.S. Small Business
Administration, for up to 85.00% of the loan amount for loans up to $150,000 and 75.00% of the loan
amount for loans of more than $150,000. The Company originates SBA loans with the intent to sell the
guaranteed portion into the secondary market on a quarterly basis.
• Agribusiness and farmland - We originate loans to the agricultural community to fund seasonal
production and longer term investments in land, buildings, equipment, crops and livestock. Agribusiness
loans are for the purpose of financing agricultural production to finance crops and livestock. Farmland
loans include all land known to be used or usable for agricultural purposes, such as crop and livestock
production and is secured by the land and improvements thereon.
• Multi-family - Loans secured by multi-family and commercial real estate properties generally involve a
greater degree of credit risk than one-to-four family loans. Because payments on loans secured by multi-
family and commercial real estate properties are often dependent on the successful operation or
management of the properties, repayment of these loans may be subject to adverse conditions in the real
estate market or the economy.
87
• One-to-four family - Although we do not originate, through our bank acquisitions, we have acquired first
lien single family loans, we occasionally purchase such loans to diversify our portfolio. The primary risks
of one-to-four family loans include the borrower’s inability to pay, material decreases in the value of the
real estate that is being held as collateral and significant increases in interest rates, which may make loans
unprofitable.
• Construction and land - We originate loans for the construction of one-to-four family and multi-family
residences and CRE properties in our market area. We concentrate our efforts on single homes and small
infill projects in established neighborhoods where there is not abundant land available for development.
Construction loans are considered to have higher risks due to construction completion and timing risk, and
the ultimate repayment being sensitive to interest rate changes, government regulation of real property and
the availability of long-term financing. Additionally, economic conditions may impact the Company’s
ability to recover its investment in construction loans, as adverse economic conditions may negatively
impact the real estate market, which could affect the borrower’s ability to complete and sell the project.
Additionally, the fair value of the underlying collateral may fluctuate as market conditions change. We
occasionally originate land loans located predominantly in California for the purpose of facilitating the
ultimate construction of a home or commercial building. The primary risks include the borrower’s inability
to pay and the inability of the Company to recover its investment due to a decline in the fair value of the
underlying collateral.
•
Consumer loans - In addition to consumer loans acquired through our various bank acquisitions, we
originate a limited number of consumer loans, generally for banking customers only, which consist
primarily of home equity lines of credit, savings account secured loans and auto loans. Repayment of these
loans is dependent on the borrower’s ability to pay and the fair value of the underlying collateral.
Various regulatory agencies, as an integral part of their examination process, periodically review the
Company’s ALLL and loan review process. Such agencies may require the Company to recognize additions to the
allowance based on judgments different from those of management.
In the opinion of management, and in accordance with the credit loss allowance methodology, the
present allowance is considered adequate to absorb probable incurred credit losses as of the date of these
consolidated financial statements. Additions and reductions to the allowance are reflected in current operations.
Charge-offs recorded against the allowance, for all loan segments, are made when specific loans are considered
uncollectible or are transferred to other real estate owned and the fair value of the property is less than the
Company’s recorded investment in the loan. Recoveries of amounts previously charged-off are credited to the
allowance.
Although management uses the best information available to make these estimates, future adjustments to
the allowance may be necessary due to economic, operating, regulatory and other conditions that may extend
beyond the Company’s control.
Purchased Credit Impaired Loans. As part of business acquisitions, the Bank acquires certain loans that
have shown evidence of credit deterioration since origination, referred to as purchased credit impaired loans. These
loans are recorded at the fair value, such that no ALLL for purchase credit impaired (“PCI”) is established upon
their acquisition. The Company has elected to account for such loans individually. The Company estimates the
amount and timing of expected cash flows for each purchased loan, and the expected cash flows in excess of the fair
value is recorded as interest income over the remaining life of the loan and is referred to as the accretable yield. The
excess of the loan’s contractual principal and interest over expected cash flows is not recorded and is referred to as
the non-accretable difference. Over the life of the loan, expected cash flows continue to be estimated. Subsequent
decreases in expected future cash flows beyond the expected cash flows as of the acquisition date are accounted for
through a charge to the provision for loan losses. If subsequent reforecasts indicate there has been a probable and
significant increase in the level of expected future cash flows, the Company first reduces any previously established
88
ALLL for PCI loans and then accounts for the remainder of the increase through interest income as a yield
adjustment.
Other Real Estate Owned. Real estate properties acquired through, or in lieu of, loan foreclosure are
recorded at fair value, less cost to sell, with any excess loan balance over the fair value of the property charged
against the ALLL. The Company obtains an appraisal and/or market valuation on all other real estate owned at the
time of possession. After foreclosure, valuations are periodically performed by management. Any subsequent
declines in fair value are recorded as a charge to current period earnings with a corresponding write-down to the
asset. All legal fees and direct costs, including foreclosure and other related costs are expensed as incurred.
Premises and Equipment. Premises and equipment are carried at cost less accumulated depreciation and
amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful
lives of the assets, which range from forty years for buildings, seven years for furniture, fixtures and equipment, and
three years for computer and telecommunication equipment. The cost of leasehold improvements is amortized using
the straight-line method over the shorter of the estimated useful life of the asset or the term of the related leases.
The Company periodically evaluates the recoverability of long-lived assets, such as premises and
equipment, to ensure the carrying value has not been impaired. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell.
Securities Sold Under Agreements to Repurchase. The Company enters into sales of securities under
agreement to repurchase. These agreements are treated as financing arrangements and, accordingly, the obligations
to repurchase the securities sold are reflected as liabilities in the Company’s consolidated financial statements. The
securities collateralizing these agreements are delivered to several major national brokerage firms who arranged the
transactions. The securities are reflected as assets in the Company’s consolidated financial statements. The
brokerage firms may loan such securities to other parties in the normal course of their operations and agree to return
the identical security to the Company at the maturity of the agreements.
Bank Owned Life Insurance. Bank owned life insurance (“BOLI”) is accounted for using the cash
surrender value method and is recorded at its realizable value. Changes in the cash surrender value of BOLI are
recorded as a component of noninterest income.
Goodwill and Core Deposit Intangible. Goodwill is generally determined as the excess of the fair value
of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair
value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets
acquired in a purchase business combination and determined to have indefinite useful lives are not amortized, but
tested for impairment at least annually or more frequently if events and circumstances exist that indicate the
necessity for such impairment tests to be performed. The Company typically performs its annual impairment testing
in the fourth quarter. Intangible assets with definite useful lives are amortized over their estimated useful lives to
their estimated residual values. Goodwill is the only intangible asset with an indefinite life recorded in the
Company’s consolidated balance sheets.
Core deposit intangible assets arising from whole bank acquisitions are amortized on either an
accelerated basis, reflecting the pattern in which the economic benefits of the intangible asset is consumed or
otherwise used up, or on a straight-line amortization method over their estimated useful lives, which ranges from 6
to 11.5 years.
Loan Commitments and Related Financial Instruments. Financial instruments include off-balance sheet
credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer
financing needs. The face amount for these items represents the exposure to loss, before considering customer
collateral or ability to repay. Such financial instruments are recorded when they are funded.
89
Subordinated Debentures. Long-term borrowings are carried at cost, adjusted for amortization of
premiums and accretion of discounts, which are recognized in interest expense using the interest method. Debt
issuance costs are recognized in interest expense using the interest method over the life of the instrument.
Stock-Based Compensation. The Company issues various forms of stock-based compensation awards
annually to officers and directors of the Company, including stock options, restricted stock awards and restricted
stock units. The related compensation costs are recognized in the income statement based on the grant-date fair
value over the period they are expected to vest, net of estimates for forfeitures. Estimates for forfeitures are based
on the Company’s historical experience for each award type. A Black-Scholes model is utilized to estimate the fair
value of stock options. The Black-Scholes model uses certain assumptions to determine grant-date fair value such
as: expected volatility, expected term of the option, expected risk-free rate of interest and expected dividend yield
on the Company’s common stock. The market price of the Company’s common stock at the grant-date is used for
restricted stock awards in determining the grant-date fair value for those awards.
Restricted stock units are granted to officers of the Company. Restricted stock units are stock-based
compensation awards that when ultimately settled, result in the payment of cash or the issuance of shares of the
Company’s common stock to the holder of the award. As with other stock-based compensation awards,
compensation cost for restricted stock units is recognized over the period in which the awards are expected to vest.
Certain of the Company’s restricted stock units contain vesting conditions which are based on pre-determined
performance targets. The level at which the associated performance targets are achieved can impact the ultimate
settlement of the award with the grantee and thus the level of compensation expense ultimately recognized. Certain
of these awards contain a market condition whereby the vesting of the award is based on the Company’s
performance, such as total shareholder return, relative to its peers over a specified period of time. The grant date fair
value of market based restricted stock units is determined through the use of an independent third party which
employs the use of a Monte Carlo simulation. The Monte Carlo simulation estimates grant date fair value using
input assumptions similar to those used in the Black-Scholes model, however, it also incorporates into the grant date
fair value calculation the probability that the performance targets will be achieved. The grant date fair value of
restricted stock units that do not contain a market condition for vesting is based on the price of the Company’s
common stock on the grant date.
Income Taxes. Deferred tax assets and liabilities are recorded for the expected future tax consequences of
events that have been recognized in the Company’s financial statements or tax returns using the asset liability
method. In estimating future tax consequences, all expected future events other than enactments of changes in the
tax law or rates are considered. The effect on deferred taxes of a change in tax rates is recognized in income in the
period that includes the enactment date. Deferred tax assets are to be recognized for temporary differences that will
result in deductible amounts in future years and for tax carryforwards if, in the opinion of management, it is more
likely than not that the deferred tax assets will be realized. At December 31, 2018, no valuation allowance was
deemed necessary against the Company’s deferred tax assets. At December 31, 2017, a valuation allowance of
$380,000 was recorded against the capital loss carryover deferred tax asset, as the Company does not believe it will
generate sufficient capital gain before the capital loss carryover expires.
A tax position is 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 and / or
penalties related to income tax matters in income tax expense.
Earnings per Share. Earnings per share of common stock is calculated on both a basic and diluted basis
based on the weighted average number of common and common equivalent shares outstanding, excluding common
shares in treasury. Basic earnings per share excludes potential dilution and is computed by dividing income
available to stockholders by the weighted average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common
90
stock were exercised or converted into common stock or resulted from the issuance of common stock that then
would share in earnings.
Comprehensive Income. Comprehensive income is reported in addition to net income for all periods
presented. Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of
other comprehensive income (loss) that historically has not been recognized in the calculation of net income.
Unrealized gains and losses on the Company’s available-for-sale investment securities are required to be included in
other comprehensive income or loss. Total comprehensive income (loss) and the components of accumulated other
comprehensive income or loss are presented in the Consolidated Statement of Stockholders’ Equity and
Consolidated Statements of Comprehensive Income.
Loss Contingencies. Loss contingencies, including claims and legal action arising in the ordinary course
of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be
reasonably estimated. Management does not believe there now are such matters that will have a material effect on
the financial statements.
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 is an exit price,
representing the amount that would be received to sell an asset or transfer a liability in an orderly transaction
between market participants. Fair value estimates involve uncertainties and matters of significant judgment
regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for
particular items. Fair value measures are classified according to a three-tier fair value hierarchy, which is based on
the observability of inputs used to measure fair value. U.S. GAAP requires the Company to maximize the use of
observable inputs when measuring fair value. Changes in assumptions or in market conditions could significantly
affect these estimates.
Reclassifications. Some items in prior year financial statements were reclassified to conform to the
current presentation. Reclassifications had no effect on prior year net income or stockholders’ equity.
Accounting Standards Adopted in 2018
In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards
Update (“ASU” or “Update”) 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220):
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. On December 22, 2017,
the Tax Cuts and Jobs Act of 2017 was signed into law, which among other things reduced the maximum federal
corporate tax rate from 35% to 21%. This Update addresses concerns about the guidance in current U.S. GAAP that
requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect
included in income from continuing operations in the reporting period that includes the enactment date. That
guidance is applicable even in situations in which the related income tax effects of items in accumulated other
comprehensive income (“AOCI”) were originally recognized in other comprehensive income (rather than in income
from continuing operations). As a result of the adjustment of deferred taxes being required to be included in income
from continuing operations, the tax effects of items within accumulated other comprehensive income (referred to as
stranded tax effects for purposes of this Update) did not reflect the appropriate tax rate. This Update allows for an
election to reclassify between retained earnings and AOCI the impact of the federal income tax rate change. The
amendments in this Update are effective for fiscal years beginning after December 15, 2018 and interim periods
within those fiscal years. Early adoption of the amendments of this Update is permitted. The Company elected to
early adopt in the first quarter of 2018. Accordingly, the Company recorded an increase to AOCI and a decrease to
retained earnings of approximately $82,000 for stranded tax effects on available for sale investment securities in the
first quarter of 2018.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the
Definition of a Business. Under the current implementation guidance in Topic 805, there are three elements of a
business-inputs, processes, and outputs. While an integrated set of assets and activities (collectively referred to as a
91
“set”) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and
processes that a seller uses in operating a set are not required if market participants can acquire the set and continue
to produce outputs. The amendments in this Update provide a screen to determine when a set is not a business. The
screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is
concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This
screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the
amendments in this Update (1) require that to be considered a business, a set must include, at a minimum, an input
and a substantive process that together significantly contribute to the ability to create output and (2) remove the
evaluation of whether a market participant could replace missing elements. The amendments provide a framework
to assist entities in evaluating whether both an input and a substantive process are present. The framework includes
two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not required for a set
to be a business, outputs generally are a key element of a business; therefore, the Company has developed more
stringent criteria for sets without outputs. Lastly, the amendments in this Update narrow the definition of the term
output so that the term is consistent with how outputs are described in Topic 606. Public business entities should
apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim
periods within those periods. The adoption of this standard did not have a material effect on the Company’s
operating results or financial condition.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted
Cash. This Update requires that a statement of cash flows explain the change during the period in the total of cash,
cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore,
amounts generally described as restricted cash and restricted cash equivalents should be included with cash and
cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement
of cash flows. The amendments in this Update are effective for public business entities for fiscal years beginning
after December 15, 2017, and interim periods within those fiscal years. The adoption of this standard did not have a
material effect on the Company’s operating results or financial condition.
In August 2016, the FASB issued ASU 2016-15, Cash Flows (Topic 230): Classification of Certain Cash
Receipts and Cash Payments. This Update provides guidance on eight specific cash flow classification issues,
which include: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon debt instruments or
debt with coupon interest rates that are insignificant in relation to the effective interest rate; 3) contingent
consideration payments made soon after a business combination; 4) proceeds from the settlement of insurance
claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life
insurance policies; 6) distributions received from equity method investments; 7) beneficial interest in securitization
transactions; and 8) separately identifiable cash flows and the application of the predominance principle. The
amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods
within those fiscal years. Early adoption is permitted, including adoption in an interim period; however, an entity is
required to adopt all of the amendments in the same period. The amendments in this Update should be applied using
a retrospective transition method to each period presented. The adoption of this standard did not have a material
effect on the Company’s operating results or financial condition.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities, ASU 2018-04, Investments-Debt
Securities (Topic 320) and Regulated Operations (Topic 980): Amendments to SEC Paragraphs Pursuant to SEC
Staff Accounting Bulletin No. 117 and SEC Release No.33-9273 (SEC Update), ASU 2018-03, Technical
Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement
of Financial Assets and Financial Liabilities. Changes made to the current measurement model primarily affect the
accounting for equity securities with readily determinable fair values, where changes in fair value are included in
earnings instead of other comprehensive income. The accounting for other financial instruments, such as loans,
investments in debt securities, and financial liabilities is largely unchanged. This Update also changes the
presentation and disclosure requirements for financial instruments including a requirement that public business
entities use exit price when measuring the fair value of financial instruments measured at amortized cost for
disclosure purposes. This Update is effective for public business entities in fiscal years beginning after December
92
15, 2017, including interim periods within those fiscal years. The adoption of ASU 2016-01 did not have a material
effect on the Company’s operating results or financial condition. In accordance with the guidance, the Company
measures the fair value of financial instruments reported at amortized cost on the statement of financial condition
using the exit price notion. For further details, refer to footnote Fair Value of Financial Instruments within these
consolidated financial statements.
ASU 2014-09, Revenue From Contracts With Customers (Topic 606), ASU 2015-14 Revenue from
Contracts with Customers (Topic 606): Deferral of Effective Date, ASU 2016-08 Revenue from Contracts with
Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU
2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,
ASU 2016-11 Revenue Recognition (Topic 605) and Derivatives ad Hedging (Topic 815): Rescission of SEC
Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the
March 3, 2016 EITF Meeting, ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope
Improvements and Practical Expedients and ASU 2016-20 Revenue from Contracts with Customers (Topic 606):
Technical Corrections and Improvements to Topic 606. With this ASU, the FASB amended existing guidance related
to revenue from contracts with customers, superseding and replacing nearly all existing revenue recognition
guidance, including industry-specific guidance, establishing a new control-based revenue recognition model,
changing the basis for deciding when revenue is recognized over time or at a point in time, providing new and more
detailed guidance on specific topics and expanding and improving disclosures about revenue. In addition, this
guidance specifies the accounting for some costs to obtain or fulfill a contract with a customer. The amendments are
effective for public entities for annual reporting periods beginning after December 15, 2017.
The Company adopted the provisions of ASU 2014-09 and its related amendments effective January 1,
2018 utilizing the modified retrospective transition method and determined the adoption was insignificant to the
financial statements. Since the impact upon adoption of ASU 2014-09 and its related amendments was insignificant
to the financial statements, a cumulative effect adjustment to retained earnings was not deemed necessary.
The Company’s review of its various revenue streams indicated that approximately 99% of the
Company’s revenue is out of the scope of ASU 2014-09 and its related amendments, including all of the Company’s
net interest income and a significant portion of non-interest income. For those revenue streams that are within the
scope of ASU 2014-09 and its related amendments, the Company reviewed the associated customer contracts and
agreements to determine the appropriate accounting for revenues under those contracts. The Company’s review did
not identify any significant changes in the timing of revenue recognition under those contracts within the scope of
ASU 2014-09 and its related amendments. Significant revenue streams that are within scope primarily relate to
service charges and fees associated customer deposit accounts, as well as fees for various other services the
Company provides its customers. As a result of the implementation of ASU 2014-09 and its related amendments,
the Company conducts a detailed review of its revenue streams at least annually, or more frequently if deemed
necessary.
Recent Accounting Guidance Not Yet Effective
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure
Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update
modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement.
The following disclosure requirements for public companies were removed from Topic 820:
• The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy.
• The policy for timing of transfers between levels.
• The valuation process for Level 3 fair value measurements.
The following disclosure requirements for public companies were modified in Topic 820:
93
• The amendments clarify that the measurement of uncertainty disclosure is to communicate
information about the uncertainty in measurement as of the reporting date.
The following disclosure requirements for public companies were added to Topic 820:
• The changes in unrealized gains and losses for the period included in other comprehensive income
for recurring Level 3 fair value measurements held at the end of the reporting period
• The range and weighted average of significant unobservable inputs used to develop Level 3 fair
value measurements. For certain unobservable inputs, an entity may disclose other quantitative
information (such as the median or arithmetic average) in lieu of the weighted average if the entity
determines that other quantitative information would be a more reasonable and rational method to
reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements
The amendments in this Update are effective for public business entities for fiscal years beginning after
December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. In addition, an entity
may early adopt any of the removed or modified disclosures immediately and delay adoption of the new disclosures
until the effective date. The Company is currently evaluating the effects of ASU 2018-13 on its financial statements
and disclosures.
In March 2017, the FASB issued ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs
(Subtopic 310-20): Premium Amortization on Purchase Callable Debt Securities. This Update amends guidance on
the amortization period of premiums on certain purchased callable debt securities. The amendments shorten the
amortization period of premiums on purchased callable debt securities to the earliest call date. This Update should
be applied on a modified retrospective basis through a cumulative-effect adjustment to beginning retained earnings.
The effective date of ASU 2017-08 is for interim and annual reporting periods beginning after December 15, 2018.
The adoption of this standard did not have a material effect on the Company’s operating results or financial
condition.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments. This Update replaces the incurred loss impairment model
in current U.S. GAAP with a model that reflects current expected credit losses (“CECL”). The CECL model is
applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan
receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures. The Update
requires that all expected credit losses for financial assets held at the reporting date be measured based on historical
experience, current conditions and reasonable and supportable forecasts. The Update also requires enhanced
disclosure, including qualitative and quantitative disclosures that provide additional information about significant
estimates and judgments used in estimating credit losses. For public business entities, the Update is effective for
annual periods beginning after December 15, 2019 and interim periods within those annual periods. The Company
is currently evaluating the effects of ASU 2016-13 on its financial statements and disclosures. The Company has
formed a working group and a committee made up of members of finance, credit and risk management that are in
the process of compiling and analyzing key data elements and implementing a software model that will meet the
requirements of the new guidance. The Company has contracted with an industry expert to: (1) develop a new
expected loss model with supportable assumptions, (2) identify data, reporting, and disclosure gaps, (3) provide
quantitative modeling, and (4) assess, develop and document updates to accounting policies, new processes and
controls. The magnitude of the adjustment and the overall impact of the new guidance on the consolidated financial
statements cannot yet be reasonably estimated.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), ASU 2018-11, Leases (Topic
842): Targeted Improvements, ASU 2018-10, Codification Improvements to Topic 842, Leases. This Update is being
issued to increase the transparency and comparability around lease obligations. Previously unrecorded off-balance
sheet obligations will now be recorded in the consolidated financial statements, accompanied by enhanced
qualitative and quantitative disclosures in the notes to the consolidated financial statements. The Update is generally
94
effective for public business entities in fiscal years beginning after December 15, 2018, including interim periods
within those fiscal years.
In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU
2018-11, Leases (Topic 842): Targeted Improvements. ASU 2018-10 provides improvements related to ASU
2016-02 to increase stakeholders’ awareness of the amendments to Topic 842 and to expedite the
improvements. The amendments affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11
allows entities adopting ASU 2016-02 to choose an additional transition method, under which an entity initially
applies the accounting guidance for leases under Topic 842 at the adoption date and recognizes a cumulative-effect
adjustment to the opening balance of retained earnings in the period of adoption. Additionally, ASU 2018-11 allows
an entity electing this additional transition method to continue to present comparative period financial statements in
accordance with Topic 840 (current U.S. GAAP). ASU 2018-11 also allows lessors to not separate non-lease
components from the associated lease component if certain conditions are met. The amendments in these updates
become effective for annual periods as well as interim periods within those annual periods beginning after
December 15, 2018.
The Company has elected to apply the transition provisions of Topic 842 using the modified
retrospective transition method, electing to adopt the “package” of practical expedients in its transition to Topic
842, as specified in ASC 842-10-65. The results of this policy election are that the Company will reflect the
provisions of Topic 842 in its consolidated financial statements for the first time as of and for the period ended
March 31, 2019 (the period of adoption). The Company will measure and record liabilities to make lease payments
as well as right of use assets in the period of adoption for leases that existed as of the transition date, and will
continue to present all comparative periods under Topic 840. Under this elected transition method, the Company is
not required to reassess the following as part of its Transition to Topic 842: (1) whether any expired or existing
contracts contain leases, (2) lease classifications for any existing or expired leases, and (3) initial direct costs for
any existing leases. Additionally, the Company has elected to apply the use of hindsight in its assessment of the
term for its leases upon transition, which allows for consideration of the Company’s option to extend or terminate a
lease.
The Company is currently in the process of finalizing its transition accounting under Topic 842 and
anticipates in the first quarter of 2019 it will record a liability to make future lease payments of approximately $43
million and right of use assets of approximately $41 million, the difference being the net of accounting adjustments
previously recorded under Topic 840 and Topic 805, as required by transition guidance in ASC 842-10-65. The
Company does not currently anticipate a cumulative effect adjustment to the opening balance of retained earnings
will be required as part of its transition to Topic 842. The Company’s evaluation of lease obligations and service
agreements under the new standard includes an assessment of the appropriate classification and related accounting
of each lease agreement, a review of applicability of the new standard to existing service agreements and gathering
all essential lease data to facilitate the application of the new standard. The Company’s review indicates that all of
its leases are classified as operating leases or short-term leases. In accordance with the provisions of Topic 842,
liabilities to make future lease payments and right of use assets will only be recorded for leases that are not
considered short-term (leases with an original term of greater than 12 months). The Company will record expense
for its leases on a straight-line basis in accordance with the requirements under Topic 842 for operating leases. The
Company does not currently believe expense recognition for its operating leases (including short-term leases) under
Topic 842 will differ significantly from that recorded under current lease accounting guidance. Right of use assets
for operating leases will be amortized over the lease term and liabilities to make future lease payments will be
accounted for using the interest method, both in accordance with Topic 842.
95
2. Regulatory Capital Requirements and Other Regulatory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by
federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and
possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the
Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework
for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve
quantitative measures of the Company’s and the Bank’s assets, liabilities and certain off-balance sheet items as
calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classification
are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain
capital in order to meet certain capital ratios to be considered adequately capitalized or well capitalized under the
regulatory framework for prompt corrective action. As of the most recent formal notification from the Federal
Reserve, the Bank was categorized as “well capitalized.” There are no conditions or events since that notification
that management believes have changed the Bank’s categorization.
Final comprehensive regulatory capital rules for U.S. banking organizations pursuant to the capital
framework of the Basel Committee on Banking Supervision, generally referred to as “Basel III”, became effective
for the Company and the Bank on January 1, 2015, subject to phase-in periods for certain of their components and
other provisions, and fully phased in by January 1, 2019. The most significant of the provisions of the Final Capital
Rules, which applied to the Company and the Bank were as follows: the phase-out of trust preferred securities from
Tier 1 capital, the higher risk-weighting of high volatility and past due real estate loans and the capital treatment of
deferred tax assets and liabilities above certain thresholds. Under the Basel III rules, the Company must hold a
capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation
buffer increased by 0.625% each year from 0.00% for 2015 to 2.50% in 2019. The capital conservation buffer for
2019 is 2.50% and for 2018 is 1.875%. The net unrealized gain or loss on available-for-sale securities is not
included in computing regulatory capital.
96
As defined in applicable regulations and set forth in the table below, which excludes the capital
conservation buffer, at December 31, 2018 and 2017, the Company and the Bank continue to exceed the “well
capitalized” standards as well as exceed the Basel III minimum capital ratios of the conservation buffer for each of
the risk-based capital ratios:
Minimum Required
for Capital Adequacy
Purposes
Required to be Well
Capitalized Under
Prompt Corrective
Action Regulations
Actual
Amount
Ratio
Amount
Ratio
Amount
Ratio
(dollars in thousands)
At December 31, 2018
Pacific Premier Bancorp, Inc. Consolidated
Tier 1 Leverage Ratio
$ 1,112,132
10.38% $
428,751
Common Equity Tier 1 to Risk-Weighted Assets
1,087,164
Tier 1 Capital to Risk-Weighted Assets
Total Capital to Risk-Weighted Assets
1,112,132
1,237,315
10.88%
11.13%
12.39%
449,505
599,340
799,120
4.00%
4.50%
6.00%
8.00%
N/A
N/A
N/A
N/A
Pacific Premier Bank
Tier 1 Leverage Ratio
$ 1,185,544
11.06% $
428,703
4.00% $ 535,879
Common Equity Tier 1 to Risk-Weighted Assets
1,185,544
Tier 1 Capital to Risk-Weighted Assets
Total Capital to Risk-Weighted Assets
1,185,544
1,226,258
11.87%
11.87%
12.28%
449,481
599,308
799,078
4.50% 649,251
6.00% 799,078
8.00% 998,847
10.00%
N/A
N/A
N/A
N/A
5.00%
6.50%
8.00%
At December 31, 2017
Pacific Premier Bancorp, Inc. Consolidated
Tier 1 Leverage Ratio
$
737,173
10.61% $
277,900
Common Equity Tier 1 to Risk-Weighted Assets
Tier 1 Capital to Risk-Weighted Assets
Total Capital to Risk-Weighted Assets
717,145
737,173
852,382
10.48%
10.78%
12.46%
307,818
410,424
547,232
4.00%
4.50%
6.00%
8.00%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Pacific Premier Bank
Tier 1 Leverage Ratio
Common Equity Tier 1 to Risk-Weighted Assets
Tier 1 Capital to Risk-Weighted Assets
Total Capital to Risk-Weighted Assets
$
805,110
11.59% $
277,870
4.00% $ 347,337
805,110
805,110
835,945
11.77%
11.77%
12.22%
307,742
410,322
547,096
4.50% 444,516
6.00% 547,096
8.00% 683,870
5.00%
6.50%
8.00%
10.00%
97
3. Investment Securities
The amortized cost and estimated fair value of securities were as follows:
December 31, 2018
Amortized
Cost
Unrealized
Gain
Unrealized
Loss
Estimated
Fair Value
(dollars in thousands)
$
59,688
$
1,224
$
— $
Investment securities available-for-sale:
U.S. Treasury
Agency
Corporate debt
Municipal bonds
Collateralized mortgage obligation: residential
Mortgage-backed securities: residential
128,958
104,158
238,914
24,699
554,751
Total investment securities available-for-sale
1,111,168
Investment securities held-to-maturity:
Mortgage-backed securities: residential
Other
Total investment securities held-to-maturity
43,381
1,829
45,210
1,631
291
1,941
64
1,112
6,263
148
—
148
(519)
(906)
(2,225)
(425)
(10,134)
(14,209)
(686)
—
(686)
(14,895) $
60,912
130,070
103,543
238,630
24,338
545,729
1,103,222
42,843
1,829
44,672
1,147,894
Total investment securities
$
1,156,378
$
6,411
$
December 31, 2017
Amortized
Unrealized
Unrealized
Cost
Gain
Loss
Estimated
Fair Value
(dollars in thousands)
Investment securities available-for-sale:
Agency
Corporate debt
Municipal bonds
Collateralized mortgage obligation: residential
Mortgage-backed securities: residential
Total investment securities available-for-sale
Investment securities held-to-maturity:
Mortgage-backed securities: residential
Other
Total investment securities held-to-maturity
$
47,051
$
236
$
78,155
228,929
33,984
398,664
786,783
17,153
1,138
18,291
1,585
3,942
132
266
6,161
—
—
—
Total investment securities
$
805,074
$
6,161
$
(78) $
(194)
(743)
(335)
(4,165)
(5,515)
(209)
—
(209)
(5,724) $
47,209
79,546
232,128
33,781
394,765
787,429
16,944
1,138
18,082
805,511
Unrealized gains and losses on investment securities available-for-sale are recognized in stockholders’
equity as accumulated other comprehensive income or loss. At December 31, 2018, the Company had accumulated
other comprehensive loss of $7.9 million, or $5.6 million net of tax, compared to accumulated other comprehensive
income of $646,000 or $415,000 net of tax, at December 31, 2017.
At December 31, 2018, mortgage-backed securities with an estimated par value of $20.3 million and a
fair value of $20.9 million were pledged as collateral for the Bank’s HOA reverse repurchase agreements, which
totaled $75,000. The average balance of repurchase agreement facilities was $15.0 million during the year ended
December 31, 2018.
98
At December 31, 2018 and 2017, there were not holdings of securities of any one issuer, other than the
U.S. Government and its agencies, in an amount greater than 10% of shareholders’ equity.
The Company reviews individual securities classified as available-for-sale to determine whether a
decline in fair value below the amortized cost basis is temporary, meaning: (i) those declines were due to interest
rate changes and not to a deterioration in the creditworthiness of the issuers of those investment securities, and (ii)
we have the ability to hold those securities until there is a recovery in their values or until their maturity.
If it is probable that the Company will be unable to collect all amounts due according to contractual
terms of the debt security not impaired at acquisition, an other-than-temporary impairment shall be considered to
have occurred. If an OTTI occurs, the cost basis of the security will be written down to its fair value as the new cost
basis and the write down accounted for as a realized loss. There were no OTTI as of December 31, 2018 and 2017.
As of December 2016, the Company realized OTTI losses net of recoveries of $205,000.
99
The table below shows the number, fair value and gross unrealized holding losses of the Company’s
investment securities by investment category and length of time that the securities have been in a continuous loss
position.
Investment securities
available-for-sale:
Agency
Corporate debt
Municipal bonds
Collateralized mortgage
obligation: residential
Mortgage-backed
securities: residential
Total investment
securities available-for-
sale
Investment securities held-to-
maturity:
Mortgage-backed
securities: residential
Other
Total investment
securities held-to-maturity
Total investment
securities
Less than 12 months
December 31, 2018
12 months or Longer
Total
Number
Fair
Value
Gross
Unrealized
Holding
Losses
Number
Fair
Value
Gross
Unrealized
Holding
Losses
Number
Fair
Value
Gross
Unrealized
Holding
Losses
(dollars in thousands)
15
9
60
1
20
26,229
47,805
45,083
(333)
(471)
(369)
6
8
102
10,434
19,369
69,693
(186)
(435)
21
17
36,663
67,174
(519)
(906)
(1,856)
162
114,776
(2,225)
814
(1)
8
18,104
(424)
9
18,918
(425)
70,839
(435)
120
324,864
(9,699)
140
395,703
(10,134)
105
190,770
(1,609)
244
442,464
(12,600)
349
633,234
(14,209)
3
—
3
11,256
—
11,256
(81)
—
(81)
3
—
3
15,741
—
15,741
(605)
—
(605)
6
—
6
26,997
—
26,997
(686)
—
(686)
108
$202,026
$
(1,690)
247
$458,205
$ (13,205)
355
$660,231
$ (14,895)
Less than 12 months
December 31, 2017
12 months or Longer
Total
Number
Fair
Value
Gross
Unrealized
Holding
Losses
Number
Fair
Value
Gross
Unrealized
Holding
Losses
Number
Fair
Value
Gross
Unrealized
Holding
Losses
Investment securities
available-for-sale:
Agency
Corporate debt
Municipal bonds
Collateralized mortgage
obligation: residential
Mortgage-backed
securities: residential
Total available-for-sale
Investment securities held-to-
maturity:
Mortgage-backed
securities: residential
Other
Total held-to-maturity
6
4
103
$ 13,754
$
10,079
61,313
5
13,971
(78)
(64)
(268)
(149)
66
184
220,951
320,068
(1,600)
(2,159)
2
—
2
10,745
—
10,745
(133)
—
(133)
Total securities
186
$330,813
$
(2,292)
(dollars in thousands)
— $
— $
6,076
15,658
8,943
—
(130)
(475)
(186)
6
6
133
$ 13,754
$
16,155
76,971
8
22,914
(78)
(194)
(743)
(335)
110,062
140,739
(2,565)
(3,356)
107
260
331,013
460,807
(4,165)
(5,515)
6,198
—
6,198
(76)
—
(76)
3
—
3
16,943
—
16,943
(209)
—
(209)
$146,937
$
(3,432)
263
$477,750
$
(5,724)
2
30
3
41
76
1
—
1
77
100
The amortized cost and estimated fair value of investment securities available for sale at December 31,
2018, by contractual maturity are shown in the table below.
One Year
or Less
More than One
Year to Five Years
More than Five Years
to Ten Years
More than
Ten Years
Total
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
(dollars in thousands)
$
— $
— $ 10,407
$ 10,606
$ 49,281
$ 50,306
$
— $
— $
59,688
$
60,912
992
—
991
—
35,103
35,769
74,149
74,926
18,714
18,384
128,958
130,070
—
— 104,158
103,543
—
—
104,158
103,543
5,271
5,264
29,715
29,704
70,354
69,581
133,574
134,081
238,914
238,630
—
—
—
—
—
—
815
814
23,884
23,524
24,699
24,338
1,569
1,527
162,855
161,964
390,327
382,238
554,751
545,729
6,263
6,255
76,794
77,606
461,612
461,134
566,499
558,227
1,111,168
1,103,222
—
—
—
—
—
—
928
—
942
—
928
942
—
—
—
—
—
42,453
41,901
1,829
1,829
43,381
1,829
42,843
1,829
—
44,282
43,730
45,210
44,672
$
6,263
$ 6,255
$ 77,722
$ 78,548
$461,612
$461,134
$610,781
$601,957
$1,156,378
$1,147,894
Investment securities
available-for-sale:
Treasury
Agency
Corporate
Municipal bonds
Collateralized mortgage
obligation: residential
Mortgage-backed
securities: residential
Total investment
securities available-for-
sale
Investment securities held-
to-maturity:
Mortgage-backed
securities: residential
Other
Total investment
securities held-to-
maturity
Total investment
securities
During the years ended December 31, 2018, 2017 and 2016, the Company recognized gross gains on
sales of available-for-sale securities in the amounts of $1.6 million, $3.1 million and $1.8 million, respectively.
During the years ended December 31, 2018, 2017 and 2016, the Company recognized gross losses on sales of
available-for-sale securities in the amounts of $208,000, $386,000 and $9,000, respectively. The Company had net
proceeds from the sale or maturity/call of available-for-sale securities of $407.0 million, $268.6 million and $230.9
million during the years ended December 31, 2018, 2017 and 2016, respectively.
FHLB, FRB and other stock
At December 31, 2018, the Company had $19.6 million in FHLB stock, $51.5 million in FRB stock and
$37.7 million in other stock, all carried at cost. During the years ended December 31, 2018 and 2017, FHLB had
repurchased $24.9 million and $10.3 million, respectively, of the Company’s excess FHLB stock through their stock
repurchase program. During the year ended December 31, 2016, FHLB did not repurchase any of the Company’s
excess FHLB stock through their stock repurchase program. The Company evaluates its investments in FHLB and
other stock for impairment periodically, including their capital adequacy and overall financial condition. No
impairment losses have been recorded through December 31, 2018.
101
4. Loans
The following table presents the composition of the loan portfolio as of the dates indicated:
Business loans:
Commercial and industrial
Franchise
Commercial owner occupied
SBA
Agribusiness
Total business loans
Real estate loans:
Commercial non-owner occupied
Multi-family
One-to-four family
Construction
Farmland
Land
Total real estate loans
Consumer loans:
Consumer loans
Gross loans held for investment
Deferred loan origination fees and discounts, net
Loans held for investment
Allowance for loan losses
Loans held for investment, net
Loans held for sale, at lower of cost or fair value
For the Years Ended December 31,
2018
2017
(dollars in thousands)
$
1,364,423
$
765,416
1,679,122
193,882
138,519
4,141,362
2,003,174
1,535,289
356,264
523,643
150,502
46,628
1,086,659
660,414
1,289,213
185,514
116,066
3,337,866
1,243,115
794,384
270,894
282,811
145,393
31,233
4,615,500
2,767,830
89,424
8,846,286
(9,468)
8,836,818
(36,072)
8,800,746
5,719
$
$
92,931
6,198,627
(2,403)
6,196,224
(28,936)
6,167,288
23,426
$
$
The Company originates SBA loans with the intent to sell the guaranteed portion of the loan prior to
maturity and, therefore, designates them as held for sale. From time to time, the Company may purchase or sell
other types of loans in order to manage concentrations, maximize interest income, change risk profiles, improve
returns and generate liquidity.
102
Concentration of Credit Risk
The Company’s loan portfolio was collateralized by various forms of real estate and business assets
located principally in California, as well as in certain markets in the states of Arizona, Nevada, and Washington
where we also have depository offices. The Company’s loan portfolio contains concentrations of credit in
commercial non-owner occupied real estate, multi-family real estate and commercial owner occupied business
loans. The Company maintains policies approved by the board of directors that address these concentrations and
continues to diversify its loan portfolio through loan originations and purchases and sales of loans to meet approved
concentration levels. While management believes that the collateral presently securing these loans is adequate, there
can be no assurances that significant deterioration in the California real estate market and economy would not
expose the Company to significantly greater credit risk.
Loans Serviced for Others
The Company generally retains the servicing rights of the guaranteed portion of SBA loans sold, for
which the Company records a servicing asset at fair value and subsequently accounted for at the lower of cost or
market value. At December 31, 2018 and 2017, the servicing asset total $8.5 million and $8.8 million, respectively,
and was included in other assets. Servicing rights are evaluated for impairment based upon the fair value of the
rights as compared to the carrying amount. Impairment is recognized through a valuation allowance, to the extent
the fair value is less than the carrying amount. At December 31, 2018, and 2017, the Company determined that no
valuation allowance was necessary.
Loans serviced for others are not included in the accompanying consolidated statements of financial
condition. The unpaid principal balance of loans and participations serviced for others were $635.3 million
December 31, 2018 and $634.5 million at December 31, 2017.
103
Purchased Credit Impaired Loans
The Company has purchased loans through the bank acquisitions, for which there was evidence of
deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required
payments would not be collected. The carrying amount of those loans at December 31, 2018 and 2017 was as
follows:
For the Years Ended December 31,
2018
2017
(dollars in thousands)
Business loans:
Commercial and industrial
Commercial owner occupied
SBA
Total business loans
Real estate loans:
Commercial non-owner occupied
One-to-four family
Construction
Land
Total real estate loans
Consumer loans:
Consumer loans
$
10
$
632
1,265
1,907
275
—
—
—
275
—
Total purchase credit impaired
$
2,182
$
3,310
1,262
1,802
6,374
1,650
255
517
83
2,505
10
8,889
The following table summarizes the accretable yield on the purchased credit impaired for the years ended
December 31, 2018, 2017 and 2016:
Balance at the beginning of period
Additions
Accretion
Payoffs
Sales
Reclassification from nonaccretable difference
Balance at the end of period
For the Years Ended December 31,
2018
2017
2016
(dollars in thousands)
3,019
$
3,747
$
1,430
(532)
(1,688)
(1,818)
—
3,102
(2,037)
(2,125)
—
332
411
$
3,019
$
$
$
2,726
788
(1,354)
165
—
1,422
3,747
104
Impaired Loans
The following tables provide a summary of the Company’s investment in impaired loans as of and for the periods
indicated:
Recorded
Investment
Unpaid
Principal
Balance
With
Specific
Allowance
Without
Specific
Allowance
Specific
Allowance for
Impaired
Loans
Average
Recorded
Investment
Interest
Income
Recognized
(dollars in thousands)
December 31, 2018
Business loans
Commercial and
industrial
Franchise
Commercial owner
occupied
SBA
Agribusiness
Real estate loans
Commercial non-owner
occupied
Multi-family
One-to-four family
Land
Consumer loans
Consumer
Totals
December 31, 2017
Business loans
Commercial and
industrial
Commercial owner
occupied
SBA
Real estate loans
Commercial non-owner
occupied
One-to-four family
Construction
Land
Totals
December 31, 2016
Business loans
Commercial and
industrial
Franchise
Commercial owner
occupied
SBA
Real estate loans
Commercial non-owner
occupied
One-to-four family
Land
Totals
$
1,023
$
1,071
$
550
$
189
599
2,739
7,500
—
—
408
—
—
190
628
7,598
7,500
—
—
453
—
—
—
—
488
—
—
—
—
—
—
$
473
189
599
2,251
7,500
—
—
408
—
—
118
$
1,173
$
—
—
466
—
—
—
—
—
—
119
1,549
1,814
625
538
500
1,206
5
33
$
12,458
$
17,440
$
1,038
$
11,420
$
584
$
7,562
$
$
1,160
$
1,585
$
— $
1,160
$
— $
441
$
$
$
97
1,201
98
4,329
—
817
—
9
—
849
—
35
3,284
$
6,896
$
97
—
—
—
—
—
97
—
1,201
—
817
—
9
$
3,187
$
55
—
—
—
—
—
55
153
434
86
166
1,017
12
$
2,309
$
250
$
1,990
$
250
$
— $
250
$
864
$
—
436
316
—
124
15
—
847
3,865
—
291
36
—
—
—
—
—
—
—
436
316
—
124
15
—
—
—
—
—
—
1,016
505
331
1,072
226
18
$
1,141
$
7,029
$
250
$
891
$
250
$
4,032
$
105
1
—
—
—
35
—
—
—
—
—
36
—
—
—
—
—
—
—
—
76
68
37
23
93
18
2
317
The Company considers a loan to be impaired when, based on current information and events, it is
probable the Company will be unable to collect all amounts due according to the contractual terms of the loan
agreement or it is determined that the likelihood of the Company receiving all scheduled payments, including
interest, when due is remote. The Company has no commitments to lend additional funds to debtors whose loans
have been impaired.
The Company reviews loans for impairment when the loan is classified as substandard or worse,
delinquent 90 days, determined by management to be collateral dependent, or when the borrower files bankruptcy
or is granted a troubled debt restructure. Measurement of impairment is based on the loan’s expected future cash
flows discounted at the loan’s effective interest rate, measured by reference to an observable market value, if one
exists, or the fair value of the collateral if the loan is deemed collateral dependent. Loans are generally charged-off
at the time that the loan is classified as a loss. Valuation allowances are determined on a loan-by-loan basis or by
aggregating loans with similar risk characteristics.
We sometimes modify or restructure loans when the borrower is experiencing financial difficulties by
making a concession to the borrower in the form of changes in the amortization terms, reductions in the interest
rates, the acceptance of interest only payments and, in limited cases, concessions to the outstanding loan balances.
These loans are classified as troubled debt restructurings (“TDRs”) and considered impaired loans. TDRs are loans
modified for the purpose of alleviating temporary impairments to the borrower’s financial condition or cash flows.
A workout plan between us and the borrower is designed to provide a bridge for borrower cash flow shortfalls in the
near term. A TDR loan may be returned to accrual status when the loan is brought current, has performed in
accordance with the contractual restructured terms for a time frame of at least six months, and the ultimate
collectability of the total contractual restructured principal and interest in no longer in doubt. At December 31,
2018, the Company had no recorded investment in a TDR compared to $97,000 at December 31, 2017.
When loans are placed on nonaccrual status, all accrued interest is reversed from current period earnings.
Payments received on nonaccrual loans are generally applied as a reduction to the loan principal balance. If the
likelihood of further loss is remote, the Company will recognize interest on a cash basis only. Loans may be
returned to accruing status if the Company believes that all remaining principal and interest is fully collectible and
there has been at least six months of sustained repayment performance since the loan was placed on nonaccrual.
The Company does not accrue interest on loans 90 days or more past due or when, in the opinion of
management, there is reasonable doubt as to the collection of interest. The Company had impaired loans on
nonaccrual status of $4.9 million, $3.3 million and $1.1 million at December 31, 2018, 2017 and 2016, respectively.
The Company did not record income from the receipt of cash payments related to nonaccruing loans during the
years ended December 31, 2018, 2017 and 2016. The Company had $213,000 of loans 90 days or more past due
and still accruing at December 31, 2018, all of which were PCI loans. Income recognition for PCI loans is
accounted for in accordance with ASC Subtopic 310-30 Receivables-Loans and Debt Securities Acquired with
Deteriorated Credit Quality. The Company had $1.8 million in loans 90 days or more past due and still accruing at
December 31, 2017.
Credit Quality and Credit Risk
The Company’s credit quality is maintained and credit risk managed in two distinct areas. The first is the
loan origination process, wherein the Bank underwrites credit and chooses which risks it is willing to accept. The
second is in the ongoing oversight of the loan portfolio, where existing credit risk is measured and monitored, and
where performance issues are dealt with in a timely and comprehensive fashion.
The Company maintains a comprehensive credit policy, which sets forth minimum and maximum
tolerances for key elements of loan risk. The policy identifies and sets forth specific guidelines for analyzing each
of the loan products the Company offers from both an individual and portfolio wide basis. The credit policy is
reviewed annually by the Bank Board. The Bank’s seasoned underwriters and portfolio managers ensure all key risk
factors are analyzed with most loan underwriting including a comprehensive global cash flow analysis.
106
Credit risk is monitored and managed within the loan portfolio by the Company’s portfolio managers
based on a comprehensive credit and portfolio review policy. This policy requires a program of financial data
collection and analysis, comprehensive loan reviews, property and/or business inspections and monitoring of
portfolio concentrations and trends. The portfolio managers also monitor asset-based lines of credit, loan covenants
and other conditions associated with the Company’s business loans as a means to help identify potential credit risk.
Individual loans, excluding the homogeneous loan portfolio, are reviewed at least every two years, and in most
cases, more often including the assignment of a risk grade.
Risk grades are based on a six-grade Pass scale, P1 - P5 and Watch; along with Special Mention,
Substandard, Doubtful and Loss classifications, as such classifications are defined by the federal banking regulatory
agencies. The assignment of risk grades allows the Company to, among other things, identify the risk associated
with each credit in the portfolio, and to provide a basis for estimating probable incurred losses inherent in the
portfolio. Risk grades are reviewed regularly by the Company’s Credit and Portfolio Review committee, and are
reviewed annually by an independent third-party, as well as by regulatory agencies during scheduled examinations.
The following provides brief definitions for risk grades assigned to loans in the portfolio:
• Pass classifications represent assets with a level of credit quality, which contain no well-defined
deficiency or weakness.
• Special Mention assets do not currently expose the Bank to a sufficient risk to warrant classification
in one of the adverse categories, but possess correctable deficiencies or potential weaknesses
deserving management’s close attention.
• Substandard assets are inadequately protected by the current net worth and paying capacity of the
obligor or of the collateral pledged, if any. These assets are characterized by the distinct possibility
that the Bank will sustain some loss if the deficiencies are not corrected.
• Doubtful credits have all the weaknesses inherent in substandard credits, with the added
characteristic that the weaknesses make collection or liquidation in full, on the basis of currently
existing facts, conditions, and values, highly questionable and improbable.
• Loss assets are those that are considered uncollectible and of such little value that their continuance
as assets is not warranted. Amounts classified as loss are promptly charged off.
The portfolio managers also manage loan performance risks, collections, workouts, bankruptcies and
foreclosures. Loan performance risks are mitigated by our portfolio managers acting promptly and assertively to
address problem credits when they are identified. Collection efforts are commenced immediately upon non-
payment, and the portfolio managers seek to promptly determine the appropriate steps to minimize the Company’s
risk of loss. When foreclosure will maximize the Company’s recovery for a non-performing loan, the portfolio
managers will take appropriate action to initiate the foreclosure process.
When a loan is graded as special mention or substandard or doubtful, the Company obtains an updated
valuation of the underlying collateral. If the credit in question is also identified as impaired, a valuation allowance,
if necessary, is established against such loan or a loss is recognized by a charge to the allowance for loan losses if
management believes that the full amount of the Company’s recorded investment in the loan is no longer
collectable. The Company typically continues to obtain or confirm updated valuations of underlying collateral for
special mention and classified loans on an annual or biannual basis in order to have the most current indication of
fair value. Once a loan is identified as impaired, an analysis of the underlying collateral is performed at least
quarterly, and corresponding changes in any related valuation allowance are made or balances deemed to be fully
uncollectable are charged-off.
107
The following tables stratify the loan portfolio by the Company’s internal risk grading system as well as
certain other information concerning the credit quality of the loan portfolio, including loans held for sale, as of the
periods indicated:
December 31, 2018
Business loans
Pass
Special
Mention
Credit Risk Grades
Substandard
Doubtful
(dollars in thousands)
Total Gross
Loans
Commercial and industrial
$
1,340,322
$
12,005
$
12,134
$
— $
1,364,461
Franchise
Commercial owner occupied
SBA
Agribusiness
Real estate loans
Commercial non-owner occupied
Multi-family
One-to-four family
Construction
Farmland
Land
Consumer loans
Consumer loans
Totals
December 31, 2017
Business loans
760,795
1,660,994
189,006
125,355
1,998,118
1,530,567
350,083
523,643
150,381
46,008
89,321
4,431
1,580
2,289
—
731
4,060
728
—
—
132
—
190
16,548
6,906
13,164
5,687
662
5,453
—
121
488
103
—
—
—
—
—
—
—
—
—
—
—
765,416
1,679,122
198,201
138,519
2,004,536
1,535,289
356,264
523,643
150,502
46,628
89,424
$
8,764,593
$
25,956
$
61,456
$
— $
8,852,005
Pass
Special
Mention
Credit Risk Grades
Substandard
Doubtful
(dollars in thousands)
Total Gross
Loans
Commercial and industrial
$
1,063,452
$
8,163
$
15,044
$
— $
1,086,659
Franchise
Commercial owner occupied
SBA
Warehouse facilities
Real estate loans
660,415
1,273,380
199,468
108,143
Commercial non-owner occupied
1,242,045
Multi-family
One-to-four family
Construction
Farmland
Land
Consumer loans
Consumer loans
Totals
—
654
1
4,079
—
—
154
517
44
—
—
—
21,180
3,469
3,844
1,070
228
1,964
—
1,115
254
137
—
—
—
—
—
—
—
—
—
—
—
660,415
1,295,214
202,938
116,066
1,243,115
794,384
270,894
282,811
145,393
31,233
92,931
794,156
268,776
282,294
144,234
30,979
92,794
$
6,160,136
$
13,612
$
48,305
$
— $
6,222,053
108
December 31, 2018
Business loans
Days Past Due
Current
30-59
60-89
90+
(dollars in thousands)
Total Gross
Loans
Non-
accruing
Commercial and industrial
$ 1,362,017
$
309
$
1,204
$
Franchise
Commercial owner occupied
SBA
Agribusiness
Real estate loans
Commercial non-owner occupied
Multi-family
One-to-four family
Construction
Farmland
Land
Consumer loans
Consumer loans
Totals
December 31, 2017
Business loans
Commercial and industrial
$ 1,085,770
$
Franchise
Commercial owner occupied
SBA
Warehouse facilities
Real estate loans
660,415
1,291,254
200,821
116,066
Commercial non-owner occupied
1,243,115
Multi-family
One-to-four family
Construction
Farmland
Land
Consumer loans
Consumer loans
Totals
759,546
1,677,967
195,051
138,519
2,004,536
1,535,275
356,219
523,643
150,502
46,628
5,680
343
524
—
—
14
30
—
—
—
89,249
146
—
—
—
—
—
—
9
—
—
—
29
931
190
812
2,626
—
—
—
6
—
—
—
—
$ 1,364,461
$
765,416
1,679,122
198,201
138,519
2,004,536
1,535,289
356,264
523,643
150,502
46,628
89,424
931
190
599
2,739
—
—
—
398
—
—
—
—
$ 8,839,152
$
7,046
$
1,242
$
4,565
$ 8,852,005
$
4,857
Days Past Due
Current
30-59
60-89
90+
(dollars in thousands)
Total Gross
Loans
Non-
accruing
84
—
3,474
177
—
—
1,781
354
—
—
83
11
$
570
$
235
$ 1,086,659
$
1,160
—
486
—
—
—
—
—
—
—
—
—
—
—
1,940
—
—
—
815
—
—
9
40
660,415
1,295,214
202,938
116,066
1,243,115
794,384
270,894
282,811
145,393
31,233
92,931
—
97
1,201
—
—
—
817
—
—
9
—
792,603
269,725
282,811
145,393
31,141
92,880
$ 6,211,994
$
5,964
$
1,056
$
3,039
$ 6,222,053
$
3,284
5. Allowance for Loan Losses
The Company’s ALLL covers estimated credit losses on individually evaluated loans that are determined
to be impaired as well as estimated probable incurred losses inherent in the remainder of the loan portfolio. The
ALLL is prepared using the information provided by the Company’s credit review process together with data from
peer institutions and economic information gathered from published sources.
109
The loan portfolio is segmented into groups of loans with similar risk characteristics. Each segment
possesses varying degrees of risk based on, among other things, the type of loan, the type of collateral, and the
sensitivity of the borrower or industry to changes in external factors such as economic conditions. An estimated loss
rate calculated using the Company’s historical loss rates adjusted for current portfolio trends, economic conditions,
and other relevant internal and external factors, is applied to each group’s aggregate loan balances.
The Company’s base ALLL factors are determined by management using the Bank’s annualized actual
trailing charge-off data over a full credit cycle with an approximate average loss emergence period of1.4 years.
Potential adjustments to those base factors are made for relevant internal and external factors. Those factors may
include:
• Changes in lending policies and procedures, including underwriting standards and collection,
charge-offs, and recovery practices;
• Changes in the nature and volume of the loan portfolio , as well as new types of lending;
• Changes in the experience, ability, and depth of lending management and other relevant staff that
may have an impact on our loan portfolio;
• Changes in the volume and severity of adversely classified or graded loans;
• Changes in the quality of our loan review system and the management oversight;
•
The existence and effect of any concentrations of credit and changes in the level of such
concentrations;
• Changes in national, regional and local economic conditions, including trends in real estate values
and the interest rate environment;
• Changes in the value of the underlying collateral for collateral-dependent loans; and
The effect of external factors, such as competition, legal developments and regulatory requirements
on the level of estimated credit losses in our current loan portfolio
For loans risk graded as watch or worse, progressively higher potential loss factors are applied based on
migration analysis of risk grading and net charge-offs.
110
n
a
o
l
e
h
t
n
i
s
t
n
e
m
g
e
s
s
u
o
i
r
a
v
o
t
d
e
t
u
b
i
r
t
t
a
e
c
n
a
w
o
l
l
a
e
h
t
n
i
y
t
i
v
i
t
c
a
e
h
t
s
a
l
l
e
w
s
a
e
c
n
a
w
o
l
l
a
e
h
t
f
o
n
o
i
t
a
c
o
l
l
a
e
h
t
e
z
i
r
a
m
m
u
s
s
e
l
b
a
t
g
n
i
w
o
l
l
o
f
e
h
T
s
d
o
i
r
e
p
e
h
t
r
o
f
d
n
a
f
o
s
a
o
i
l
o
f
t
r
o
p
:
d
e
t
a
c
i
d
n
i
5
3
9
)
5
5
9
,
1
(
8
)
9
0
4
(
—
—
6
5
1
,
8
5
2
5
)
1
2
2
(
—
—
6
6
3
—
—
7
9
5
—
3
1
)
1
1
(
—
—
8
1
1
—
—
8
3
3
6
3
9
,
8
2
$
5
9
$
3
9
9
$
7
3
1
$
9
6
5
,
4
$
3
0
8
$
7
0
6
$
6
6
2
,
1
$
2
7
0
,
6
3
$
9
1
2
$
2
7
7
$
3
0
5
$
6
6
1
,
5
$
5
0
8
$
5
2
7
$
4
0
6
,
1
$
)
s
d
n
a
s
u
o
h
t
n
i
s
r
a
l
l
o
d
(
8
8
4
,
5
3
8
5
4
,
2
1
9
1
2
—
2
7
7
—
3
0
5
—
—
6
6
1
,
5
5
0
8
8
0
4
5
2
7
—
—
4
0
6
,
1
4
8
5
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
—
—
—
—
—
—
—
$
1
9
2
,
1
$
0
9
8
,
2
$
—
—
)
2
0
1
(
9
6
1
2
9
9
,
1
1
3
3
,
1
7
6
7
)
3
3
(
7
4
5
0
6
$
7
9
7
,
5
$
1
2
7
,
9
$
—
—
3
0
7
8
9
6
)
1
1
4
,
1
(
3
1
8
,
1
$
3
8
2
,
3
$
8
8
2
,
4
$
6
8
3
,
1
$
0
0
5
,
6
$
1
2
8
,
0
1
$
$
—
$
6
6
4
$
—
$
—
$
8
1
1
$
3
8
2
,
3
0
0
5
,
7
2
2
8
,
3
6
8
3
,
1
0
0
5
,
6
3
0
7
,
0
1
9
3
7
,
2
9
9
5
9
8
1
3
2
0
,
1
l
a
t
o
T
r
e
m
u
s
n
o
C
s
n
a
o
L
d
n
a
L
d
n
a
l
m
r
a
F
n
o
i
t
c
u
r
t
s
n
o
C
r
u
o
f
-
o
t
-
e
n
O
y
l
i
m
a
F
-
i
t
l
u
M
y
l
i
m
a
f
l
a
i
c
r
e
m
m
o
C
r
e
n
w
o
-
n
o
N
d
e
i
p
u
c
c
O
e
s
u
o
h
e
r
a
W
s
e
i
t
i
l
i
c
a
F
s
s
e
n
i
s
u
b
i
r
g
A
A
B
S
l
a
i
c
r
e
m
m
o
C
r
e
n
w
O
d
e
i
p
u
c
c
O
e
s
i
h
c
n
a
r
F
l
a
i
r
t
s
u
d
n
I
l
a
i
c
r
e
m
m
o
C
d
n
a
%
9
6
.
4
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
1
0
.
7
1
%
—
%
—
%
3
5
.
1
1
,
1
3
r
e
b
m
e
c
e
D
,
e
c
n
a
l
a
B
s
f
f
o
-
e
g
r
a
h
C
s
e
i
r
e
v
o
c
e
R
7
1
0
2
n
o
i
t
c
u
d
e
r
(
r
o
f
s
n
o
i
s
i
v
o
r
P
s
e
s
s
o
l
n
a
o
l
)
n
i
,
1
3
r
e
b
m
e
c
e
D
,
e
c
n
a
l
a
B
8
1
0
2
e
c
n
a
w
o
l
l
a
f
o
t
n
u
o
m
A
:
o
t
d
e
t
u
b
i
r
t
t
a
d
e
t
a
u
l
a
v
e
y
l
l
a
c
i
f
i
c
e
p
S
s
n
a
o
l
d
e
r
i
a
p
m
i
o
i
l
o
f
t
r
o
p
l
a
r
e
n
e
G
n
o
i
t
a
c
o
l
l
a
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
y
l
l
a
u
d
i
v
i
d
n
i
s
n
a
o
L
l
a
t
o
t
o
t
s
e
v
r
e
s
e
r
c
i
f
i
c
e
p
S
y
l
l
a
u
d
i
v
i
d
n
i
s
n
a
o
l
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
y
l
e
v
i
t
c
e
l
l
o
c
s
n
a
o
L
111
%
0
4
.
0
%
4
2
.
0
%
6
6
.
1
%
3
3
.
0
%
9
9
.
0
%
3
2
.
0
%
5
0
.
0
%
8
0
.
0
%
—
%
1
5
.
2
%
0
0
.
2
%
8
0
.
0
%
5
8
.
0
%
9
7
.
0
l
a
t
o
t
o
t
s
e
v
r
e
s
e
r
l
a
r
e
n
e
G
y
l
e
v
i
t
c
e
l
l
o
c
s
n
a
o
l
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
%
1
4
.
0
%
4
2
.
0
%
6
6
.
1
%
3
3
.
0
%
9
9
.
0
%
3
2
.
0
%
5
0
.
0
%
8
0
.
0
%
—
%
7
3
.
2
%
1
2
.
2
%
8
0
.
0
%
5
8
.
0
%
9
7
.
0
s
s
o
r
g
o
t
e
c
n
a
w
o
l
l
a
l
a
t
o
T
s
n
a
o
l
6
8
2
,
6
4
8
,
8
$
4
2
4
,
9
8
$
8
2
6
,
6
4
$
2
0
5
,
0
5
1
$
3
4
6
,
3
2
5
$
4
6
2
,
6
5
3
$
9
8
2
,
5
3
5
,
1
$
4
7
1
,
3
0
0
,
2
$
—
$
9
1
5
,
8
3
1
$
2
8
8
,
3
9
1
$
2
2
1
,
9
7
6
,
1
$
6
1
4
,
5
6
7
$
3
2
4
,
4
6
3
,
1
$
s
n
a
o
l
s
s
o
r
g
l
a
t
o
T
8
2
8
,
3
3
8
,
8
$
4
2
4
,
9
8
$
8
2
6
,
6
4
$
2
0
5
,
0
5
1
$
3
4
6
,
3
2
5
$
6
5
8
,
5
5
3
$
9
8
2
,
5
3
5
,
1
$
4
7
1
,
3
0
0
,
2
$
—
$
9
1
0
,
1
3
1
$
3
4
1
,
1
9
1
$
3
2
5
,
8
7
6
,
1
$
7
2
2
,
5
6
7
$
0
0
4
,
3
6
3
,
1
$
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
)
s
d
n
a
s
u
o
h
t
n
i
s
r
a
l
l
o
d
(
l
a
t
o
T
r
e
m
u
s
n
o
C
s
n
a
o
L
d
n
a
L
d
n
a
l
m
r
a
F
n
o
i
t
c
u
r
t
s
n
o
C
r
u
o
f
-
o
t
-
e
n
O
y
l
i
m
a
F
-
i
t
l
u
M
y
l
i
m
a
f
l
a
i
c
r
e
m
m
o
C
r
e
n
w
o
-
n
o
N
d
e
i
p
u
c
c
O
e
s
u
o
h
e
r
a
W
s
e
i
t
i
l
i
c
a
F
s
s
e
n
i
s
u
b
i
r
g
A
A
B
S
l
a
i
c
r
e
m
m
o
C
r
e
n
w
O
d
e
i
p
u
c
c
O
e
s
i
h
c
n
a
r
F
l
a
i
r
t
s
u
d
n
I
l
a
i
c
r
e
m
m
o
C
d
n
a
2
6
3
)
2
6
3
,
1
(
0
4
6
,
8
6
9
2
,
1
2
$
6
3
9
,
8
2
$
1
8
8
,
8
2
4
8
2
,
3
5
5
$
0
2
—
1
4
7
5
9
—
5
9
—
$
8
9
1
$
—
—
5
9
7
—
—
—
7
3
1
—
—
7
3
9
$
2
3
6
,
3
$
5
6
3
)
0
1
(
5
3
3
1
4
—
—
—
—
)
0
2
3
,
2
(
)
9
4
4
(
$
7
2
9
,
2
$
5
1
7
,
1
$
$
3
9
9
$
7
3
1
$
9
6
5
,
4
$
3
0
8
$
7
0
6
$
6
6
2
,
1
$
$
—
$
—
$
—
$
—
$
—
$
—
$
9
3
9
9
7
3
1
—
—
9
6
5
,
4
3
0
8
7
1
8
7
0
6
—
—
6
6
2
,
1
—
—
—
—
—
—
—
—
$
—
—
—
$
9
3
0
,
1
$
3
9
1
,
1
$
5
4
8
,
3
$
2
6
3
,
6
$
)
8
(
7
2
1
—
5
0
1
—
—
4
9
)
4
4
3
,
1
(
1
9
2
,
1
2
3
7
,
1
)
1
3
5
(
2
5
9
,
1
9
0
6
,
4
$
1
9
2
,
1
$
0
9
8
,
2
$
7
6
7
$
7
9
7
,
5
$
1
2
7
,
9
$
$
—
$
—
$
5
5
$
—
$
—
$
—
1
9
2
,
1
0
9
8
,
2
1
0
2
,
1
2
1
7
7
9
7
9
7
,
5
1
2
7
,
9
—
0
6
1
,
1
%
7
6
.
1
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
0
7
.
6
5
%
—
%
—
,
1
3
r
e
b
m
e
c
e
D
,
e
c
n
a
l
a
B
s
f
f
o
-
e
g
r
a
h
C
s
e
i
r
e
v
o
c
e
R
6
1
0
2
n
o
i
t
c
u
d
e
r
(
r
o
f
s
n
o
i
s
i
v
o
r
P
s
e
s
s
o
l
n
a
o
l
)
n
i
,
1
3
r
e
b
m
e
c
e
D
,
e
c
n
a
l
a
B
7
1
0
2
e
c
n
a
w
o
l
l
a
f
o
t
n
u
o
m
A
:
o
t
d
e
t
u
b
i
r
t
t
a
d
e
t
a
u
l
a
v
e
y
l
l
a
c
i
f
i
c
e
p
S
s
n
a
o
l
d
e
r
i
a
p
m
i
o
i
l
o
f
t
r
o
p
l
a
r
e
n
e
G
n
o
i
t
a
c
o
l
l
a
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
y
l
l
a
u
d
i
v
i
d
n
i
s
n
a
o
L
l
a
t
o
t
o
t
s
e
v
r
e
s
e
r
c
i
f
i
c
e
p
S
y
l
l
a
u
d
i
v
i
d
n
i
s
n
a
o
l
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
y
l
e
v
i
t
c
e
l
l
o
c
s
n
a
o
L
112
%
7
4
.
0
%
0
1
.
0
%
8
1
.
3
%
9
0
.
0
%
2
6
.
1
%
0
3
.
0
%
8
0
.
0
%
0
1
.
0
%
—
%
1
1
.
1
%
7
5
.
1
%
6
0
.
0
%
8
8
.
0
%
0
9
.
0
l
a
t
o
t
o
t
s
e
v
r
e
s
e
r
l
a
r
e
n
e
G
y
l
e
v
i
t
c
e
l
l
o
c
s
n
a
o
l
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
%
7
4
.
0
%
0
1
.
0
%
8
1
.
3
%
9
0
.
0
%
2
6
.
1
%
0
3
.
0
%
8
0
.
0
%
0
1
.
0
%
—
%
1
1
.
1
%
6
5
.
1
%
6
0
.
0
%
8
8
.
0
%
9
8
.
0
s
s
o
r
g
o
t
e
c
n
a
w
o
l
l
a
l
a
t
o
T
s
n
a
o
l
7
2
6
,
8
9
1
,
6
$
1
3
9
,
2
9
$
3
3
2
,
1
3
$
3
9
3
,
5
4
1
$
1
1
8
,
2
8
2
$
4
9
8
,
0
7
2
$
4
8
3
,
4
9
7
$
5
1
1
,
3
4
2
,
1
$
—
$
6
6
0
,
6
1
1
$
4
1
5
,
5
8
1
$
3
1
2
,
9
8
2
,
1
$
4
1
4
,
0
6
6
$
9
5
6
,
6
8
0
,
1
$
s
n
a
o
l
s
s
o
r
g
l
a
t
o
T
3
4
3
,
5
9
1
,
6
$
1
3
9
,
2
9
$
4
2
2
,
1
3
$
3
9
3
,
5
4
1
$
1
1
8
,
2
8
2
$
7
7
0
,
0
7
2
$
4
8
3
,
4
9
7
$
5
1
1
,
3
4
2
,
1
$
—
$
6
6
0
,
6
1
1
$
3
1
3
,
4
8
1
$
6
1
1
,
9
8
2
,
1
$
4
1
4
,
0
6
6
$
9
9
4
,
5
8
0
,
1
$
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
l
a
t
o
T
r
e
m
u
s
n
o
C
s
n
a
o
L
d
n
a
L
d
n
a
l
m
r
a
F
n
o
i
t
c
u
r
t
s
n
o
C
r
u
o
f
-
o
t
-
e
n
O
y
l
i
m
a
F
-
i
t
l
u
M
y
l
i
m
a
f
l
a
i
c
r
e
m
m
o
C
r
e
n
w
o
-
n
o
N
d
e
i
p
u
c
c
O
e
s
u
o
h
e
r
a
W
s
e
i
t
i
l
i
c
a
F
s
s
e
n
i
s
u
b
i
r
g
A
A
B
S
l
a
i
c
r
e
m
m
o
C
r
e
n
w
O
d
e
i
p
u
c
c
O
e
s
i
h
c
n
a
r
F
l
a
i
r
t
s
u
d
n
I
l
a
i
c
r
e
m
m
o
C
d
n
a
5
4
4
)
2
4
2
,
5
(
6
7
7
,
8
7
1
3
,
7
1
$
6
9
2
,
1
2
$
6
4
0
,
1
2
1
4
1
,
1
0
5
2
$
3
2
—
4
)
7
(
0
2
—
0
2
—
$
3
3
2
$
$
$
—
—
)
5
3
(
8
9
1
—
8
9
1
5
1
$
$
—
—
—
—
—
—
—
—
$
0
3
0
,
2
$
8
9
6
$
3
8
5
,
1
$
8
4
0
,
2
$
9
5
7
$
—
—
$
2
0
6
,
1
2
3
6
,
3
)
1
5
1
(
5
2
)
7
0
2
(
$
5
6
3
$
—
—
4
4
3
,
1
7
2
9
,
2
$
5
1
7
,
1
$
—
)
4
5
3
(
)
9
5
7
(
—
1
2
—
—
—
2
3
6
,
3
$
—
$
—
5
6
3
4
2
1
—
—
$
—
$
—
$
7
2
9
,
2
5
1
7
,
1
—
—
—
$
$
—
—
—
—
—
—
—
—
6
1
3
6
3
4
—
0
5
2
$
0
0
5
,
1
$
0
7
8
,
1
$
4
2
1
,
3
$
9
4
4
,
3
$
5
1
0
2
,
1
3
r
e
b
m
e
c
e
D
,
e
c
n
a
l
a
B
)
0
8
9
(
3
9
1
6
2
3
)
9
2
3
(
5
2
)
3
7
3
(
$
9
3
0
,
1
$
3
9
1
,
1
$
)
0
8
9
(
—
7
7
1
)
2
0
8
,
2
(
s
f
f
o
-
e
g
r
a
h
C
s
e
i
r
e
v
o
c
e
R
1
0
7
,
1
5
4
8
,
3
$
8
3
5
,
5
2
6
3
,
6
$
6
1
0
2
,
1
3
r
e
b
m
e
c
e
D
,
e
c
n
a
l
a
B
)
n
i
n
o
i
t
c
u
d
e
r
(
r
o
f
s
n
o
i
s
i
v
o
r
P
s
e
s
s
o
l
n
a
o
l
$
—
$
—
$
—
$
0
5
2
$
e
c
n
a
w
o
l
l
a
f
o
t
n
u
o
m
A
:
o
t
d
e
t
u
b
i
r
t
t
a
d
e
t
a
u
l
a
v
e
y
l
l
a
c
i
f
i
c
e
p
S
s
n
a
o
l
d
e
r
i
a
p
m
i
9
3
0
,
1
3
9
1
,
1
5
4
8
,
3
2
1
1
,
6
n
o
i
t
a
c
o
l
l
a
o
i
l
o
f
t
r
o
p
l
a
r
e
n
e
G
%
5
6
.
0
%
9
4
.
0
%
0
0
.
1
%
—
%
5
3
.
1
%
6
3
.
0
%
2
4
.
0
%
9
2
.
0
%
—
%
—
%
7
1
.
1
%
6
2
.
0
%
4
8
.
0
%
9
0
.
1
%
1
9
.
1
2
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
—
%
0
0
.
0
0
1
2
4
8
,
6
3
2
,
3
$
2
1
1
,
4
$
4
1
8
,
9
1
$
—
$
9
5
1
,
9
6
2
$
7
2
3
,
0
0
1
$
5
5
9
,
0
9
6
$
5
7
9
,
6
8
5
$
—
$
—
$
8
7
6
,
8
8
$
2
8
4
,
4
5
4
$
1
2
4
,
9
5
4
$
9
1
9
,
2
6
5
$
%
6
6
.
0
%
9
4
.
0
%
0
0
.
1
%
—
%
5
3
.
1
%
6
3
.
0
%
2
4
.
0
%
9
2
.
0
%
—
%
—
%
7
1
.
1
%
6
2
.
0
%
4
8
.
0
%
3
1
.
1
s
s
o
r
g
o
t
e
c
n
a
w
o
l
l
a
l
a
t
o
T
s
n
a
o
l
3
8
9
,
7
3
2
,
3
$
2
1
1
,
4
$
9
2
8
,
9
1
$
—
$
9
5
1
,
9
6
2
$
1
5
4
,
0
0
1
$
5
5
9
,
0
9
6
$
5
7
9
,
6
8
5
$
—
$
—
$
4
9
9
,
8
8
$
8
1
9
,
4
5
4
$
1
2
4
,
9
5
4
$
9
6
1
,
3
6
5
$
s
n
a
o
l
s
s
o
r
g
l
a
t
o
T
d
e
t
a
u
l
a
v
e
y
l
l
a
u
d
i
v
i
d
n
i
s
n
a
o
L
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
y
l
l
a
u
d
i
v
i
d
n
i
s
n
a
o
l
l
a
t
o
t
o
t
s
e
v
r
e
s
e
r
c
i
f
i
c
e
p
S
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
y
l
e
v
i
t
c
e
l
l
o
c
s
n
a
o
L
t
n
e
m
r
i
a
p
m
i
r
o
f
d
e
t
a
u
l
a
v
e
y
l
e
v
i
t
c
e
l
l
o
c
s
n
a
o
l
l
a
t
o
t
o
t
s
e
v
r
e
s
e
r
l
a
r
e
n
e
G
t
n
e
m
r
i
a
p
m
i
r
o
f
113
6. Other Real Estate Owned
Other real estate owned was $147,000 at December 31, 2018, $326,000 at December 31, 2017 and
$460,000 at December 31, 2016. The following summarizes the activity in the other real estate owned for the years
ended December 31:
Balance, beginning of year
Additions:
Acquisitions
Foreclosures
Sales
Gain (loss) on sale
Write downs
Balance, end of year
2018
2017
2016
(dollars in thousands)
326
$
460
$
1,161
524
15
(1,055)
346
(9)
147
326
—
(507)
47
—
$
326
$
197
—
(577)
18
(339)
460
$
$
The Company had no consumer mortgage loans collateralized by residential real estate property for
which formal foreclosure proceedings were in process as of December 31, 2018, compared to $73,000 as of
December 31, 2017.
114
7. Premises and Equipment
The Company’s premises and equipment consisted of the following at December 31:
Land
Premises
Leasehold improvements
Furniture, fixtures and equipment
Automobiles
Subtotal
Less: accumulated depreciation
Total
2018
2017
(dollars in thousands)
$
18,902
$
25,361
15,824
28,994
173
89,254
24,563
$
64,691
$
16,920
19,868
14,025
20,480
187
71,480
18,325
53,155
Depreciation expense for premises and equipment was $7.7 million for 2018, $4.9 million for 2017 and
$2.9 million for 2016.
115
8. Goodwill and Core Deposit Intangibles
At December 31, 2018, the Company had goodwill of $808.7 million. Additions to goodwill in 2018
includes $313.0 million due to the acquisition Grandpoint and adjustments to goodwill in the amount of $1.8
million for Plaza Bank and $600,000 for Heritage Oaks Bank during the one-year measurement period subsequent
to acquisition date. The following table presents changes in the carrying value of goodwill for the periods indicated:
Balance, beginning of year
Goodwill acquired during the year
Purchase Accounting Adjustments
Impairment losses
Balance, end of year
Accumulated impairment losses at end of year
2018
2017
2016
(dollars in thousands)
493,329
$
102,490
$
313,043
2,354
—
390,839
—
—
50,832
51,658
—
—
808,726
$
493,329
$
102,490
— $
— $
—
$
$
$
The Company’s goodwill was evaluated for impairment during the fourth quarter of 2018, with no
impairment loss recognition considered necessary.
At December 31, 2018, the Company had $100.6 million of CDI. Additions to CDI of $71.1 million
were primarily due to the acquisition Grandpoint. The Company’s change in the gross amount of core deposit
intangibles and the related accumulated amortization consisted of the following at December 31:
Gross amount of CDI:
Balance, beginning of year
Additions due to acquisitions
Balance, end of year
Accumulated amortization:
Balance, beginning of year
Amortization
Balance, end of year
Net CDI, end of year
2018
2017
2016
(dollars in thousands)
$
54,809
$
15,102
$
71,136
125,945
39,707
54,809
(11,795)
(13,594)
(25,389)
100,556
$
(5,651)
(6,144)
(11,795)
43,014
$
$
10,782
4,320
15,102
(3,612)
(2,039)
(5,651)
9,451
The estimated aggregate amortization expense related to our core deposit intangible assets for each of
the next five years, in order from the present, is $17.2 million, $15.4 million, $13.4 million, $11.7 million, and
$10.2 million. The Company’s core deposit intangibles is evaluated for impairment, if events and circumstances
indicate possible impairment. Factors that may attribute to impairment include customer attrition and run-off.
Management is unaware of any events and/or circumstances that would indicate a possible impairment to the core
deposit intangibles.
116
9. Bank Owned Life Insurance
At December 31, 2018 and 2017, the Company had $110.9 million and $76.0 million, respectively of
BOLI. The Company recorded noninterest income associated with the BOLI policies of $3.4 million, $2.3 million
and $1.4 million for the years ending December 31, 2018, 2017 and 2016, respectively.
BOLI involves the purchasing of life insurance by the Company on a select group of employees where
the Company is the owner and beneficiary of the policies. BOLI is recorded as an asset at its cash surrender value.
Increases in the cash surrender value of these policies, as well as a portion of the insurance proceeds received, are
recorded in noninterest income and are not subject to income tax, as long as they are held for the life of the covered
parties.
10. Qualified Affordable Housing Project Investments
The Company’s investment in Qualified Affordable Housing Funds that generate Low Income Housing
Tax Credits at December 31, 2018 and 2017 was $39.4 million and $11.6 million, respectively, recorded in other
assets. Total unfunded commitments related to the investments in qualified affordable housing funds totaled $13.4
million and $1.3 million at December 31, 2018 and 2017, respectively. The Company has invested in five separate
LIHTC funds, which provide the Company with CRA credit. Additionally, the investment in LIHTC funds provide
the Company with tax credits and with operating loss tax benefits over an approximately 10 year period. None of
the original investment will be repaid. The investments in the WNC Institutional Tax Credit funds are being
accounted for using the cost method, under which the Company amortizes as non-interest expense the initial cost of
the investment equally over the expected time period in which tax credits and other tax benefits will be received.
The investments in the Sycamore Court, R4 CA Housing and Cypress Cove funds qualify for and are being
accounted for using the proportional amortization method, which allows for the amortization of the investments to
be in proportion to the total of the tax credits and other tax benefits that are allocated to the investor. The tax credits
and operating loss tax benefits are recognized in the income statement as a component of income tax expense
(benefit) for all LIHTC funds.
117
The following table presents the Company’s original investment in the LIHTC funds, the current
recorded investment balance, and the unfunded liability balance of each investment at December 31, 2018 and
2017. In addition, the table reflects the tax credits and tax benefits recorded by the Company during 2018 and 2017,
the amortization of the investment and the net impact to the Company’s income tax provision for 2018 and 2017.
December 31, 2018
WNC Institutional Tax Credit
Fund X, CA Series 11 L.P.
$
WNC Institutional Tax Credit
Fund X, CA Series 12, L.P.
Sycamore Court
R4 CA Housing
Cypress Cove
Total - Investments in
Qualified Affordable
Housing Projects
Original
Investment
Value
Current
Recorded
Investment
Unfunded
Liability
Obligation
Tax Credits
and Tax
Deductions(1)
Amortization
of
Investments (2)
Net Income
Tax Benefit
(dollars in thousands)
5,000
$
2,250
$
— $
715
$
500
$
(675)
5,000
6,181
15,000
20,000
2,750
4,580
13,426
16,401
136
927
9,405
2,914
786
1,141
4,721
1,621
500
1,003
1,574
997
(703)
(766)
(1,950)
(1,113)
$
51,181
$
39,407
$
13,382
$
8,984
$
4,574
$
(5,207)
Original
Investment
Value
Current
Recorded
Investment
Unfunded
Liability
Obligation
Tax Credits
and Tax
Deductions(1)
Amortization
of
Investments (2)
Net Income
Tax Benefit
December 31, 2017
WNC Institutional Tax Credit
Fund X, CA Series 11 L.P.
$
WNC Institutional Tax Credit
Fund X, CA Series 12, L.P.
Sycamore Court
5,000
$
2,750
$
85
$
455
$
500
$
(663)
5,000
6,181
3,250
5,582
288
927
482
1,577
500
599
(690)
(782)
Total - Investments in
Qualified Affordable
Housing Projects
(1) The amounts reflected in this column represent both the tax credits, as well as the tax benefits generated by the Qualified
Affordable Housing Projects operating loss for the year, which are included in the calculation of income tax expense.
(2) This amount represents the amortization of the investment cost of the LIHTC.
11,582
16,181
1,300
1,599
2,514
$
$
$
$
$
$
(2,135)
118
11. Deposit Accounts
Deposit accounts and weighted average interest rates consisted of the following at December 31:
2018
Weighted
Average
Interest Rate
2017
Weighted
Average
Interest Rate
(dollars in thousands)
Transaction accounts
Noninterest-bearing checking
$
3,495,737
—% $
2,226,876
Interest-bearing checking
Money market
Savings
Total transaction accounts
Certificates of deposit accounts
250,000 or less
Greater than $250,000
Total certificates of deposit accounts
Total deposits
$
526,088
2,975,578
250,271
7,247,674
569,877
840,800
1,410,677
8,658,351
0.38%
0.89%
0.14%
0.37%
1.44%
2.12%
1.84%
0.63% $
365,193
2,181,571
227,436
5,001,076
562,147
522,663
1,084,810
6,085,886
—%
0.13%
0.48%
0.13%
0.21%
0.96%
1.26%
1.10%
0.33%
The aggregate annual maturities of certificates of deposit accounts at December 31, 2018 are as follows:
2018
Weighted
Average
Interest Rate
Balance
(dollars in thousands)
Within 3 months
4 to 6 months
7 to 12 months
13 to 24 months
25 to 36 months
37 to 60 months
Over 60 months
Total
$
479,572
365,578
264,838
179,590
43,103
13,380
64,616
$
1,410,677
Interest expense on deposit accounts for the years ended December 31 is summarized as follows:
Checking accounts
Money market accounts
Savings
Certificates of deposit accounts
Total
2018
2017
2016
(dollars in thousands)
1,167
$
365
$
19,567
357
16,562
6,720
251
6,035
37,653
$
13,371
$
$
$
1.88%
2.03%
1.68%
1.92%
2.01%
1.74%
0.92%
1.84%
200
3,641
151
4,399
8,391
Accrued interest on deposits, which is included in accrued expenses and other liabilities, was $1,742,000
at December 31, 2018 and $526,000 at December 31, 2017.
119
12. Federal Home Loan Bank Advances and Other Borrowings
As of December 31, 2018, the Company has a line of credit with the FHLB that provides for advances
totaling up to 45% of the Company’s assets, equating to a credit line of $5.18 billion, of which $1.78 billion was
available for borrowing. The available for borrowing was based on collateral pledged by real estate loans with an
aggregate balance of $3.30 billion.
At December 31, 2018, the Company had $506.0 million in overnight FHLB advances and $161.5
million term advances, compared to $310.0 million in overnight FHLB advances and $180.0 million term advances
at December 31, 2017. The term advance have maturity dates ranging from January 2019 to June of 2022 and rates
ranging from 1.53% to 2.73%.
The following table summarizes activities in advances from the FHLB for the periods indicated:
Average balance outstanding
Maximum amount outstanding at any month-end during the year
Balance outstanding at end of year
Weighted average interest rate during the year
Year Ended December 31,
2018
2017
(dollars in thousands)
$
529,278
$
883,612
667,606
290,839
490,148
490,148
2.51%
1.19%
At December 31, 2018 and December 31, 2017, the Company had an uncollateralized and unused
repurchase facility with Union Bank of $50.0 million.
The Company had Bank-related credit facilities with Citigroup and Barclays Bank at December 31,
2017. The outstanding credit facilities were secured by pledged MBS with an estimated fair value of $27.3 million.
At December 31, 2017, the Company had borrowings of $18.5 million with Citigroup that matured in September of
2018, $10.0 million with Barclays Bank that matured in February of 2018. The Company did not renew these credit
facilities.
The Company sells certain securities under agreements to repurchase. The agreements are treated as
overnight borrowings with the obligations to repurchase securities sold reflected as a liability. The dollar amount of
investment securities underlying the agreements remain in the asset accounts. The Company enters into these debt
agreements as a service to certain HOA depositors to add protection for deposit amounts above FDIC insurance
levels. At December 31, 2018, the Company sold securities under agreement to repurchase of $75,000 with
weighted average rate of 0.01% and collateralized by investment securities with fair value of approximately $20.9
million. The average balance of repurchase agreement facilities was $15.0 million during the year ended
December 31, 2018.
At December 31, 2018, the Bank had unsecured lines of credit with eight correspondent banks for a total
amount of $168.0 million and access through the Federal Reserve discount window to borrow $3.3 million. At
December 31, 2018 and December 31, 2017, the Company had no outstanding balances against these lines.
In addition, the Corporation acquired a line of credit with Wells Fargo Bank in June of 2017, with
availability of $15.0 million. The line, which matures in June 2019, was added to provide an additional source of
liquidity at the Corporation level and has no outstanding balance at December 31, 2018 and December 31, 2017.
120
The following table summarizes activities in other borrowings for the periods indicated:
Average balance outstanding
Maximum amount outstanding at any month-end during the year
Balance outstanding at end of year
Weighted average interest rate during the year
13. Subordinated Debentures
Year Ended December 31,
2018
2017
(dollars in thousands)
$
$
29,193
52,091
75
0.01%
50,866
52,996
46,139
1.86%
In August 2014, the Corporation issued $60.0 million in aggregate principal amount of 5.75%
Subordinated Notes Due 2024 (the “Notes”) in a private placement transaction to institutional accredited investors
(the “Private Placement”). The Corporation contributed $50.0 million of net proceeds from the Private Placement to
the Bank to support general corporate purposes. The Notes bear interest at an annual fixed rate of 5.75%, with the
first interest payment on the Notes occurring on March 3, 2015, and interest to be paid semiannually each March 3
and September 3 through September 3, 2024. At December 31, 2018, the carrying value of the Notes was $59.3
million, net of unamortized debt issuance costs of $688 thousand. The Notes can only be redeemed, in whole or in
part, prior to the maturity date if the notes do not constitute Tier 2 Capital (for purposes of capital adequacy
guidelines of the Board of Governors of the Federal Reserve). As of December 31, 2018, the Notes qualify as Tier 2
Capital. Principal and interest are due upon early redemption.
In connection with the Private Placement, the Corporation obtained ratings from Kroll Bond Rating
Agency (“KBRA”). KBRA assigned investment grade ratings of BBB+ and BBB for the Corporation’s senior
unsecured debt and subordinated debt, respectively, and a deposit rating of A- for the Bank. The Company’s and
Bank’s ratings were reaffirmed in October 2018 by KBRA.
In March 2004, the Corporation issued $10.3 million in Floating Rate Junior Subordinated Deferrable
Interest Debentures (the “Subordinated Debentures”) to PPBI Trust I, a statutory trust created under the laws of the
State of Delaware. The Debt Securities are subordinated to effectively all borrowings of the Corporation and are
due and payable on April 6, 2034. Interest is payable quarterly on the Subordinated Debentures at three-month
LIBOR plus 2.75% per annum, for an effective rate of 5.19% as of December 31, 2018. The Subordinated
Debentures may be redeemed, in part or whole, on or after April 7, 2009 at the option of the Corporation, at par.
The Subordinated Debentures can also be redeemed at par if certain events occur that impact the tax treatment or
the capital treatment of the issuance. The Corporation also purchased a 3% minority interest totaling $310,000 in
PPBI Trust I. The balance of the equity of PPBI Trust I is comprised of mandatorily redeemable preferred securities
(“Trust Preferred Securities”) and is included in other assets. PPBI Trust I sold $10.0 million of Trust Preferred
Securities to investors in a private offering.
On April 1, 2017, as part of the HEOP acquisition, the Corporation assumed $5.2 million of floating rate
junior subordinated debt securities associated with Heritage Oaks Capital Trust II. Interest is payable quarterly at
three-month LIBOR plus 1.72% per annum, for an effective rate of 4.12% per annum as of December 31, 2018. At
December 31, 2018, the carrying value of these debentures was $4.0 million, which reflects purchase accounting
fair value adjustments of $1.3 million. The Corporation also assumed $3.1 million and $5.2 million of floating rate
junior subordinated debt associated with Mission Community Capital Trust I and Santa Lucia Bancorp (CA) Capital
Trust, respectively. At December 31, 2018, the carrying value of Mission Community Capital Trust I and Santa
Lucia Bancorp (CA) Capital Trust were $2.8 million and $3.8 million, respectively, which reflects purchase
accounting fair value adjustments of $306,000 and $1.3 million, respectively. Interest is payable quarterly at three-
month LIBOR plus 2.95% per annum, for an effective rate of 5.39% per annum as of December 31, 2018 for
Mission Community Capital Trust I. Interest is payable quarterly at three-month LIBOR plus 1.48% per annum, for
an effective rate of 3.92% per annum as of December 31, 2018 for Santa Lucia Bancorp (CA) Capital Trust. These
three debentures are callable by the Corporation at par.
121
On November 1, 2017, as part of the PLZZ acquisition, the Company assumed three subordinated notes
totaling $25.0 million at a fixed interest rate of 7.125% payable in arrears on a quarterly basis. The notes have a
maturity date of June 26, 2025 and are also redeemable in whole, or in part, from time to time beginning in June 26,
2020 at an amount equal to 103.0% of principal plus accrued unpaid interest. The redemption price decreases 50
basis points each subsequent year. At December 31, 2018, the carrying value of these subordinated notes was $25.2
million, which reflects purchase accounting fair value adjustments of $157,000.
On July 1, 2018, as part of the Grandpoint acquisition, the Corporation assumed $5.2 million of floating
rate junior subordinated debt securities associated with First Commerce Bancorp Statutory Trust I. Interest is
payable quarterly at three-month LIBOR plus 2.95% per annum, for an effective rate of 5.74% per annum as of
December 31, 2018. At December 31, 2018, the carrying value of these debentures was $4.9 million, which reflects
purchase accounting fair value adjustments of $224,000.
The Corporation is not allowed to consolidate any trust preferred securities into the Company’s
consolidated financial statements. The resulting effect on the Company’s consolidated financial statements is to
report only the Subordinated Debentures as a component of the Company’s liabilities.
The following table summarizes activities for our subordinated debentures for the periods indicated:
Average balance outstanding
Maximum amount outstanding at any month-end during the year
Balance outstanding at end of year
Weighted average interest rate during the year
Year Ended December 31,
2018
2017
(dollars in thousands)
$
107,732
$
110,313
110,313
81,466
105,123
105,123
6.23%
5.80%
122
14. Income Taxes
Income taxes for the years ended December 31 consisted of the following:
Current income tax provision:
Federal
State
Total current income tax provision
Deferred income tax provision (benefit):
Federal
Effect of Tax Act
State
Total deferred income tax provision (benefit)
2018
2017
2016
(dollars in thousands)
$
19,787
$
18,644
$
13,178
32,965
8,142
(1,441)
2,574
9,275
7,062
25,706
8,294
5,633
2,493
16,420
16,928
4,655
21,583
2,379
—
1,253
3,632
Total income tax provision
$
42,240
$
42,126
$
25,215
A reconciliation from statutory federal income taxes, which are based on a statutory rate of 21% for 2018
and 35% for 2017 and 2016, to the Company’s effective income taxes for the years ended December 31 is as
follows:
Statutory federal income tax provision
State taxes, net of federal income tax effect
Cash surrender life insurance
Tax exempt interest
Merger costs
LIHTC investments
Effect of the Tax Act
Excess tax benefit of stock-based compensation
Prior year true-up
Other
2018
2017
2016
(dollars in thousands)
$
34,803
$
35,778
$
22,863
12,724
(582)
(1,135)
375
(761)
(1,441)
(1,811)
—
68
6,720
(645)
(1,660)
824
(1,031)
5,633
(1,995)
(1,108)
(390)
42,126
$
4,135
(407)
(764)
533
(909)
—
—
—
(236)
25,215
Total income tax provision
$
42,240
$
123
Deferred tax assets (liabilities) were comprised of the following temporary differences between the
financial statement carrying amounts and the tax basis of assets at December 31:
Deferred tax assets:
Accrued expenses
Net operating loss
Allowance for loan losses, net of bad debt charge-offs
Deferred compensation
State taxes
Depreciation
Loan discount
Stock-based compensation
Unrealized loss on available for sale securities
Capital loss carryover
AMT credit
Total deferred tax assets
Deferred tax liabilities:
Deferred FDIC gain
Core deposit intangibles
Loan origination costs
Depreciation
Unrealized gain on available for sale securities
Other
Total deferred tax liabilities
Valuation allowance
Net deferred tax asset
2018
2017
2016
(dollars in thousands)
$
3,239
$
2,463
$
6,115
10,709
3,649
2,707
—
17,677
3,234
2,308
—
96
4,834
8,400
3,074
1,500
—
8,642
1,914
—
380
107
2,839
3,977
8,061
2,348
1,879
1,090
3,477
1,108
1,939
—
—
49,734
31,314
26,718
(364)
(27,388)
(4,760)
(1,192)
—
(403)
(34,107)
—
$
15,627
$
(524)
(11,691)
(3,368)
(699)
(188)
(1,199)
(17,669)
(380)
13,265
(1,675)
(3,331)
(4,208)
—
—
(697)
(9,911)
—
$
16,807
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred
to as the Tax Cuts and Jobs Act (“Tax Act”). Among other changes, the Tax Act reduces the U.S. federal corporate
tax rate from 35% to 21%. The Company performed an initial assessment and reasonably estimated the effects of
the Tax Act on its deferred tax amounts to be approximately $5.6 million, which was recorded as a charge to income
tax expense in the fourth quarter of 2017, in accordance with SEC Staff Accounting Bulletin No. 118 (“SAB 118”).
As required by SAB 118, the Company continued to reassess and refine the effects of the Tax Act on its deferred tax
amounts during 2018. As a result, the Company recorded an income tax benefit of $1.4 million during the year
ended December 31, 2018. As of December 31, 2018, the Company has completed the accounting for the income
tax effects of the Tax Act.
The Company accounts for income taxes by recognizing deferred tax assets and liabilities based upon
temporary differences between the amounts for financial reporting purposes and tax basis of its assets and
liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion, or all, of the deferred tax asset will not be realized. In assessing the realization of
deferred tax assets, management evaluates both positive and negative evidence, including the existence of any
cumulative losses in the current year and the prior two years, the forecasts of future income, applicable tax planning
strategies, and assessments of current and future economic and business conditions. This analysis is updated
quarterly and adjusted as necessary. Based on the analysis, the Company has determined that a valuation allowance
for deferred tax assets was not required as of December 31, 2016 and December 31, 2018. As of December 31,
2017, the Company recorded a valuation allowance of $380,000 against the capital loss carryover deferred tax asset,
as the Company does not believe it will generate sufficient capital gain before the capital loss carryover expires.
124
Section 382 of the Internal Revenue Code imposes limitations on a corporation’s ability to use any net
unrealized built in losses and other tax attributes, such as net operating loss and tax credit carryforwards, when it
undergoes a 50% ownership change over a designated testing period. The Company has a Section 382 limited net
operating loss carry forward of approximately $25.7 million for federal income tax purposes, which is scheduled to
expire in 2026. In addition, the Company has a Section 382 limited net operating loss carry forward of
approximately $8.9 million for California franchise tax purposes, which is scheduled to expire in 2020. The
Company is expected to fully utilize the federal and California net operating loss carryforward before it expires
with the application of the Section 382 annual limitation.
The Company and its subsidiaries are subject to U.S. Federal income tax as well as income and franchise
tax in multiple state jurisdictions. The statute of limitations related to the consolidated Federal income tax returns is
closed for all tax years up to and including 2013. The expiration of the statute of limitations related to the various
state income and franchise tax returns varies by state. The Company is currently not under examination in any
taxing jurisdiction.
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended
December 31, 2018 and 2017 is as follows:
Balance at January 1,
Additions based on tax positions related to prior years
Balance at December 31,
2018
2017
(dollars in thousands)
$
$
2,906
—
2,906
$
$
—
2,906
2,906
The total amount of unrecognized tax benefits was $2.9 million and $2.9 million at December 31, 2018
and 2017, respectively, and is primarily comprised of unrecognized tax benefits from an acquisition during 2017.
The total amount of tax benefits that, if recognized, would favorably impact the effective tax rate was $0 at
December 31, 2018. The Company does not believe that the unrecognized tax benefits will change within the next
twelve months.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income
tax expense. The Company had accrued for $246,000 and $104,000 of the interest and penalties at December 31,
2018 and 2017, respectively.
125
15. Commitments, Contingencies and Concentrations of Risk
Lease Commitments – The Company leases a portion of its facilities from non-affiliates under operating
leases expiring at various dates through 2028. The following schedule shows the minimum annual lease payments,
excluding any renewals and extensions, property taxes, and other operating expenses, due under these agreements:
Year ending December 31,
2019
2020
2021
2022
2023
Thereafter
Total
Amount
(dollars in thousands)
$
$
11,468
10,869
10,133
9,296
8,124
10,518
60,408
Rental expense under all operating leases totaled $9.2 million for 2018, $4.8 million for 2017, and $4.4
million for 2016.
Legal Proceedings –-The Company is not involved in any material pending legal proceedings other than
legal proceedings occurring in the ordinary course of business. Management believes that none of these legal
proceedings, individually or in the aggregate, will have a material adverse impact on the results of operations or
financial condition of the Company.
Employment Agreements—The Company has entered into a three-year employment agreement with its
Chief Executive Officer (“CEO”). This agreement provides for the payment of a base salary, a bonus based upon
the CEO’s individual performance and the Company’s overall performance, provides a vehicle for the CEO’s use,
and provides for the payment of severance benefits upon termination under specified circumstances.
Additionally, the Bank has entered into three-year employment agreements with each of the following
executive officers: the Bank’s President and Chief Operating Officer, the Chief Credit Officer and Chief Innovation
Officer. The agreements provide for the payment of a base salary, a bonus based upon the individual’s performance
and the overall performance of the Bank, and the payment of severance benefits upon termination under specified
circumstances.
Availability of Funding Sources. The Company funds substantially all of the loans thatit originates or
purchases through deposits, internally generated funds and/or borrowings. The Company competes for deposits
primarily on the basis of rates, and, as a consequence, the Company could experience difficulties in attracting
deposits to fund its operations if the Company does not continue to offer deposit rates at levels that are competitive
with other financial institutions. To the extent that the Company is not able to maintain its currently available
funding sources or to access new funding sources, it would have to curtail its loan production activities or sell loans
and investment securities earlier than is optimal. Any such event could have a material adverse effect on the
Company’s results of operations, financial condition and cash flows.
126
16. Benefit Plans
401(k) Plan. The Bank maintains an Employee Savings Plan (the “401(k) Plan”) which qualifies under
Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, employees may contribute from 1% to 100%
of their compensation, up to the dollar limit imposed by the IRS for tax purposes. In 2018, 2017 and 2016, the Bank
matched 100% of contributions for the first three percent contributed and 50% on the next two percent contributed.
Contributions made to the 401(k) Plan by the Bank amounted to $2.5 million for 2018, $1.4 million for 2017, and
$959,000 for 2016.
Pacific Premier Bancorp, Inc. 2004 Long-Term Incentive Plan (the “2004 Plan”). The 2004 Plan was
approved by the Corporation’s stockholders in May 2004. The 2004 Plan authorized the granting of incentive stock
options, nonstatutory stock options, stock appreciation rights and restricted stock (collectively “Awards”) equal to
525,500 shares of the common stock of the Corporation for issuances to executive, key employees, officers and
directors. The 2004 Plan was in effect for a period of ten years starting in February 25, 2004, the date the 2004 Plan
was adopted. Awards granted under the 2004 Plan were made at an exercise price equal to the fair market value of
the stock on the date of grant. The Awards granted pursuant to the 2004 Plan vest at a rate of 33.3% per year. The
2004 Plan terminated in February 2014.
Heritage Oaks Bancorp, Inc. 2005 Equity Based Compensation Plan (the “2005 Plan”). The 2005 Plan
was acquired from Heritage Oaks Bancorp, Inc. on April 1, 2017. The 2005 Plan authorized the granting of
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards,
Restricted Stock Units and Performance Share Cash Only Awards. As of December 31, 2016, no further grants can
be made from this plan, however, Pacific Premier assumed all unvested and unexercised awards.
Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan (the “2012 Plan”)—The 2012 Plan was
approved by the Corporation’s stockholders in May 2012. The 2012 Plan authorizes the granting of Awards equal to
620,000 shares of the common stock of the Corporation for issuances to executives, key employees, officers, and
directors. The 2012 Plan will be in effect for a period of ten years from May 30, 2012, the date the 2012 Plan was
adopted. Awards granted under the 2012 Plan will be made at an exercise price equal to the fair market value of the
stock on the date of grant. Awards granted to officers and employees may include incentive stock options, non-
qualified stock options, restricted stock, restricted stock units, and stock appreciation rights. The awards have
vesting periods ranging from one to three years, where such vesting may occur in either three equal annual
installments or one lump sum at the end of the third year. In May 2014, the Corporation’s stockholders approved an
amendment to the 2012 Plan to increase the shares available under the plan by 800,000 shares to total 1,420,000
shares. In May 2015, the Corporation’s stockholders approved an amendment to the 2012 Plan to permit the grant of
performance-based awards, including equity compensation awards that may not be subject to the deduction
limitation of Section 162(m) of the Internal Revenue Code. The performance-based awards include (i) both
performance-based equity compensation awards and performance-based cash bonus payments and (ii) restricted
stock units. In May 2017, the Corporation’s stockholders approved an amendment to the 2012 Plan to increase the
shares available under the plan by 3,580,000 shares to total 5,000,000 shares.
Heritage Oaks Bancorp, Inc. 2015 Equity Based Compensation Plan (the “2015 Plan”). The 2015 Plan
was acquired from Heritage Oaks Bancorp, Inc. on April 1, 2017. The 2015 plan was approved by the Corporation’s
stockholders in May 2015. The 2015 Plan authorized the Company to grant various types of share-based
compensation awards to the Company’s employees and Board of Directors such as stock options, restricted stock
awards, and restricted stock units. Under the 2015 Equity Incentive Plan a maximum of 2,500,000 shares of the
Company’s common stock were made to be issued. Shares issued under this plan, other than stock options and stock
appreciation rights, were counted against the plan on a two shares for every one share actually issued basis. Awards
that were canceled, expired, forfeited, fail to vest, or otherwise resulted in issued shares not being delivered to the
grantee, were made available for the issuance of future share-based compensation awards. Additionally, under this
plan, no one individual was to be granted shares in aggregate that exceed more than 250,000 shares during any
calendar year. The 2015 Plan is still active and Pacific Premier assumed all unvested and unexercised awards.
127
The Pacific Premier Bancorp, Inc. 2004 Long-Term Incentive Plan, Heritages Oaks Bancorp, Inc. 2005
Equity Based Compensation Plan, Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan and the Heritage
Oaks Bancorp, Inc. 2015 Equity Based Compensation Plan are collectively the “Plans.”
Stock Options
As of December 31, 2018, there are 40,105 options outstanding on the 2004 Plan with zero available for
grant. As of December 31, 2018, there are 35,950 options outstanding on the 2005 Plan with zero available for
grant. As of December 31, 2018, there are 578,063 options outstanding on the 2012 Plan with 3,272,558 available
for grant. As of December 31, 2018, there are 27,815 options outstanding on the 2015 Plan with 652,866 available
for grant. Below is a summary of the stock option activity in the Plans for the year ended December 31, 2018:
2018
Number of
Stock Options
Outstanding
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic value
(dollars in
thousands)
Outstanding at January 1, 2018
Granted
Exercised
Forfeited and Expired
Outstanding at December 31, 2018
Vested and Exercisable at December 31, 2018
954,523
$
—
(255,178)
(17,412)
681,933
635,396
$
$
13.89
—
9.71
21.53
15.26
15.11
5.26
5.04
$
$
6,962
6,715
The total intrinsic value of options exercised during the years ended December 31, 2018, 2017 and 2016
was $8.4 million, $7.7 million and $2.0 million, respectively.
The amount charged against compensation expense in relation to the stock options was $571,000 for
2018, $927,000 for 2017 and $883,000 for 2016. At December 31, 2018, unrecognized compensation expense
related to the options is approximately $134,000.
Restricted Stock Awards and Restricted Stock Units
Below is a summary of the restricted stock activity in the Plans for the years ended December 31, 2018:
Unvested at the beginning of the year
Granted
Vested
Forfeited
Unvested at the end of the year
2018
Weighted
Average Grant-
Date Fair Value
per share
Shares
446,843
$
328,358
(125,038)
(14,086)
636,077
$
29.61
41.92
28.53
38.18
35.98
Compensation expense for the year ended December 31, 2018, 2017 and 2016 related to the above
restricted stock grants amounted to $8.5 million, $5.0 million and $2.0 million, respectively. Restricted stock
awards and units are valued at the closing stock price on the date of grant and are expensed to stock based
128
compensation expense over the period for which the related service is performed. The total grant date fair value of
awards was $12.8 million for 2018 awards. At December 31, 2018, unrecognized compensation expense related to
restricted stock award and units is approximately $13.0 million, which expected to be recognized over a weighted-
average period of 1.92 years.
Other Plans
Salary Continuation Plan. The Bank implemented a non-qualified supplemental retirement plan in 2006
(the “Salary Continuation Plan”) for certain executive officers of the Bank. The Salary Continuation Plan is
unfunded.
Deferred Compensation Plans. The Bank implemented a non-qualified supplemental retirement plan in
2006 (the “Supplemental Executive Retirement Plan” or “SERP”) for certain executive officers of the Bank. The
Bank has acquired additional SERPs through the acquisitions of San Diego Trust Bank (“SDTB”), Independence
Bank (“IDPK”) and HEOP. The SERP is unfunded. The expense incurred for the SERP for each of the last three
years was $827,000, $721,000 and $573,000 resulting in a deferred compensation liability of $10.9 million and $8.3
million as of the years ended 2018 and 2017. In addition, with the acquisition of PLZZ, the Company acquired a
deferred compensation plan that is unfunded and results in a deferred compensation asset and liability both in the
amount of $1.6 million and $2.0 million as of the years ended 2018 and 2017.
The amounts expensed in 2018, 2017 and 2016 for all of these plans amounted to $827,000, $721,000
and $573,000 respectively. As of December 31, 2018, 2017 and 2016, $10.9 million, $8.4 million, and $5.7 million,
respectively, were recorded in other liabilities on the consolidated statements of condition for each of these plans.
129
17. Financial Instruments with Off-Balance Sheet Risk
The Company is a party to financial instruments with off-balance sheet risk in the normal course of
business to meet the financing needs of its customers. These financial instruments include commitments to extend
credit in the form of originating loans or providing funds under existing lines or letters of credit. These
commitments are agreements to lend to a customer as long as there is no violation of any condition established in
the contract. Commitments generally have fixed expiration dates and may require payment of a fee. Since many
commitments are expected to expire, the total commitment amounts do not necessarily represent future cash
requirements. Commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the
amounts recognized in the accompanying consolidated statements of financial condition.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial
instrument for commitments to extend credit is represented by the contractual or notional amount of those
instruments. The Company controls credit risk of its commitments to fund loans through credit approvals, limits and
monitoring procedures. The Company uses the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments. The Company evaluates each customer for creditworthiness.
The Company receives collateral to support commitments when deemed necessary. The most significant
categories of collateral include real estate properties underlying mortgage loans, liens on personal property and cash
on deposit with the Bank.
The Company maintains an allowance for credit losses to provide for commitments related to loans
associated with undisbursed loan funds and unused lines of credit. The allowance for these commitments was $4.6
million at December 31, 2018 and $1.9 million at December 31, 2017. The change in the allowance for credit losses
for unfunded commitments during the year ended December 31, 2018 was attributable to $2.6 million in fair value
adjustments associated unfunded loan commitments and unused lines of credit assumed through the acquisitions of
Grandpoint and HEOP. These fair value adjustments were made within the one-year measurement period
associated with each acquisition and are attributed to the fair value of unfunded loan commitments and unused lines
of credit assumed at the acquisition date.
The Company’s commitments to extend credit at December 31, 2018 were $1.8 billion and $1.2 billion
at December 31, 2017. The 2018 balance is primarily composed of $1.1 billion of undisbursed commitments for
C&I loans.
130
18. Fair Value of Financial Instruments
The fair value of an asset or liability is the exchange price that would be received to sell that asset or paid
to transfer that liability (exit price) in an orderly transaction occurring in the principal market (or most
advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the
Company utilizes valuation techniques that are consistent with the market approach, the income approach, and/or
the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the
assumptions that market participants would use in pricing an asset or liability. ASC Topic 825 requires disclosure of
the fair value of financial assets and financial liabilities, including both those financial assets and financial liabilities
that are not measured and reported at fair value on a recurring basis and a non-recurring basis. The methodologies
for estimating the fair value of financial assets and financial liabilities that are measured at fair value, and for
estimating the fair value of financial assets and financial liabilities not recorded at fair value, are discussed below.
In accordance with accounting guidance, the Company groups its financial assets and financial 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. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for
identical, unrestricted assets or liabilities.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly or indirectly. These might include quoted prices for similar instruments in active markets,
quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted
prices that are observable for the asset or liability (such as interest rates, prepayment speeds, volatilities,
etc.) or model-based valuation techniques where all significant assumptions are observable, either
directly or indirectly, in the market.
Level 3 - Valuation is generated from model-based techniques where one or more significant inputs are
not observable, either directly or indirectly, in the market. These unobservable assumptions reflect the
Company’s own estimates of assumptions that market participants would use in pricing the asset or
liability. Valuation techniques may include use of matrix pricing, discounted cash flow models, and
similar techniques.
Because no market exists for a significant portion of the Company’s financial instruments, fair value
estimates are based on judgments regarding current economic conditions, risk characteristics of various financial
instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of
significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could
significantly affect the fair values presented. Management uses its best judgment in estimating the fair value of the
Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for
substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the
amounts the Company could have realized in a sales transaction at December 31, 2018 and December 31, 2017.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is
significant to the fair value measurement. Management maximizes the use of observable inputs and attempts to
minimize the use of unobservable inputs when determining fair value measurements. Estimated fair values are
disclosed for financial instruments for which it is practicable to estimate fair value. These estimates are made at a
specific point in time based on relevant market data and information about the financial instruments. 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
131
and losses can have a significant effect on fair value estimates and have not been considered in any of these
estimates.
The following is a description of both the general and specific valuation methodologies used for certain
instruments measured at fair value, as well as the general classification of these instruments pursuant to the
valuation hierarchy.
Investment securities. Investment securities are generally valued based upon quotes obtained from an
independent third-party pricing service, which uses evaluated pricing applications and model processes. Observable
market inputs, such as, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets,
benchmark securities, bids, offers and reference data are considered as part of the evaluation. The inputs are related
directly to the security being evaluated, or indirectly to a similarly situated security. Market assumptions and market
data are utilized in the valuation models. The Company reviews the market prices provided by the third-party
pricing service for reasonableness based on the Company’s understanding of the market place and credit issues
related to the securities. The Company has not made any adjustments to the market quotes provided by them and,
accordingly, the Company categorized its investment portfolio within Level 2 of the fair value hierarchy.
Impaired Loans and Other Real Estate Owned. A loan is considered impaired when it is probable that
payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement.
Impairment is measured based on the fair value of the underlying collateral or the discounted expected future cash
flows. The Company measures impairment on all non-accrual loans for which it has reduced the principal balance
to the value of the underlying collateral less the anticipated selling cost. As such, the Company records impaired
loans as Level 3. At December 31, 2018, substantially all the Company’s impaired loans were evaluated based on
the fair value of their underlying collateral based upon the most recent appraisal available to management and has
recorded a specific reserve on one loan in the amount of $584,000 with a principal balance of $1.0 million.
The fair value of impaired loans and other real estate owned were determined using Level 3 assumptions,
and represents impaired loan and other real estate owned balances for which a specific reserve has been established
or on which a write down has been taken. Generally, the Company obtains third party appraisals (or property
valuations) and/or collateral audits in conjunction with internal analysis based on historical experience on its
impaired loans and other real estate owned to determine fair value. In determining the net realizable value of the
underlying collateral for impaired loans, the Company will then discount the valuation to cover both market price
fluctuations and selling costs the Company expected would be incurred in the event of foreclosure. In addition to
the discounts taken, the Company’s calculation of net realizable value considered any other senior liens in place on
the underlying collateral.
132
The fair value estimates presented herein are based on pertinent information available to management as
of the dates indicated, representing an exit price.
Carrying
Amount
At December 31, 2018
Level 1
Level 2
Level 3
(dollars in thousands)
Estimated
Fair Value
Assets:
Cash and cash equivalents
$
203,406
$
203,406
$
— $
— $
203,406
Interest-bearing time deposits with financial
institutions
Investments held to maturity
Investment securities available-for-sale
Loans held for sale
Loans held for investment, net
Derivative asset
Accrued interest receivable
Liabilities:
Deposit accounts
FHLB advances
Other borrowings
Subordinated debentures
Derivative liability
Accrued interest payable
6,143
45,210
1,103,222
5,719
8,836,818
1,929
37,837
6,143
—
—
44,672
— 1,103,222
6,072
—
—
—
37,837
—
—
6,143
44,672
— 1,103,222
—
6,072
— 8,697,594
8,697,594
1,681
—
—
—
1,681
37,837
8,658,351
7,247,673
1,403,524
— 8,651,197
667,606
75
110,313
1,929
3,255
—
—
—
—
3,255
666,864
75
115,613
1,681
—
—
—
—
—
—
666,864
75
115,613
1,681
3,255
Carrying
Amount
At December 31, 2017
Level 1
Level 2
Level 3
(dollars in thousands)
Estimated
Fair Value
Assets:
Cash and cash equivalents
$
197,164
$
197,164
$
— $
— $
197,164
Interest-bearing time deposits with financial
institutions
Investments held to maturity
Investment securities available for sale
Loans held for sale
Loans held for investment, net (1)
Derivative asset
Accrued interest receivable
Liabilities:
Deposit accounts
FHLB advances
Other borrowings
Subordinated debentures
Derivative liability
6,633
18,291
787,429
23,426
6,167,532
1,135
27,053
6,633
—
—
—
—
—
27,053
—
18,082
787,429
23,524
—
—
—
—
6,633
18,082
787,429
23,524
— 6,269,366
6,269,366
1,135
—
—
—
1,135
27,053
6,085,868
5,001,053
1,074,564
— 6,075,617
490,148
46,139
105,123
1,135
—
—
—
—
489,823
46,373
115,159
1,135
—
—
—
—
489,823
46,373
115,159
1,135
2,131
Accrued interest payable
(1) The estimated fair value of loans held for investment, net for December 31, 2017 is not based on an exit price
assumption.
2,131
2,131
—
—
133
A loan is considered impaired when it is probable that payment of interest and principal will not be made
in accordance with the contractual terms of the loan agreement. Impairment is measured based on the fair value of
the underlying collateral or the discounted expected future cash flows. The Company measures impairment on all
non-accrual loans for which it has reduced the principal balance to the value of the underlying collateral less the
anticipated selling cost. As such, the Company records impaired loans as non-recurring Level 3 when the fair value
of the underlying collateral is based on an observable market price or current appraised value. When current market
prices are not available or the Company determines that the fair value of the underlying collateral is further
impaired below appraised values, the Company records impaired loans as Level 3. At December 31, 2018,
substantially all the Company’s impaired loans were evaluated based on the fair value of their underlying collateral
based upon the most recent appraisal available to management.
134
The measures of fair value on a non-recurring basis are immaterial at December 31, 2018 and 2017. The
following fair value hierarchy tables present information about the Company’s assets measured at fair value on a
recurring basis at the dates indicated:
At December 31, 2018
Fair Value Measurement Using
Level 1
Level 2
Level 3
(dollars in thousands)
Securities at
Fair Value
— $
— $
—
—
—
—
— $
60,912
130,070
103,543
238,630
24,338
545,729
1,103,222
— $
1,681
$
$
$
$
— $
— $
—
—
—
—
— $
60,912
130,070
103,543
238,630
24,338
545,729
1,103,222
— $
1,681
— $
1,681
$
— $
1,681
At December 31, 2017
Fair Value Measurement Using
Level 1
Level 2
Level 3
(dollars in thousands)
Securities at
Fair Value
— $
— $
—
—
—
— $
47,209
79,546
232,128
33,781
394,765
787,429
— $
1,135
$
$
$
$
— $
— $
—
—
—
— $
47,209
79,546
232,128
33,781
394,765
787,429
— $
1,135
— $
1,135
$
— $
1,135
$
$
$
$
$
$
$
$
$
$
Financial assets
Investment securities available for sale:
U.S. Treasury
Agency
Corporate
Municipal bonds
Collateralized mortgage obligation: residential
Mortgage-backed securities: residential
Total securities available for sale:
Derivative assets
Financial liabilities
Derivative liabilities
Financial assets
Investment securities available for sale:
Agency
Corporate
Municipal bonds
Collateralized mortgage obligation: residential
Mortgage-backed securities: residential
Total securities available for sale:
Derivative assets
Financial liabilities
Derivative liabilities
The Company’s valuation methodologies may produce a fair value calculation that may not be indicative
of net realizable value or reflective of future fair values. While management believes the Company’s valuation
methodologies are appropriate and consistent with other market participants, the use of different methodologies or
assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair
value at the reporting date.
135
19. Earnings Per Share
Earnings per share of common stock is calculated on both a basic and diluted basis based on the
weighted average number of common and common equivalent shares outstanding, excluding common shares in
treasury. Basic earnings per share excludes potential dilution and is computed by dividing income available to
stockholders by the weighted average number of common shares outstanding for the period. The Company has no
outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends that would be
considered participating securities for the basic calculation. Diluted earnings per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock were exercised or converted into common
stock or resulted from the issuance of common stock that then would share in earnings and excludes common shares
in treasury. Stock options exercisable for shares of common stock are excluded from the computation of diluted
earnings per share if they are anti-dilutive due to their exercise price exceeding the average market price during the
period.
The impact of stock options, which are anti-dilutive are excluded from the computations of diluted
earnings per share. The dilutive impact of these securities could be included in future computations of diluted
earnings per share if the market price of the common stock increases. There are no anti-dilutive stock options at
December 31, 2018. The weighted average number of stock options excluded was for 17,524 for December 31,
2017 and 82,760 for December 31, 2016.
A reconciliation of the numerators and denominators used in basic and diluted earnings per share
computations is presented in the table below.
Income/(Loss)
(numerator)
Shares
(denominator)
Per Share
Amount
(dollars in thousands, except share data)
For the year ended December 31, 2018:
Net income applicable to earnings per share
Basic earnings per share: Income available to common stockholders
Effect of dilutive securities: Warrants and stock option plans
Diluted earnings per share: Income available to common
stockholders
For the year ended December 31, 2017:
Net income applicable to earnings per share
Basic earnings per share: Income available to common stockholders
Effect of dilutive securities: Warrants and stock option plans
Diluted earnings per share: Income available to common
stockholders
For the year ended December 31, 2016:
Net income applicable to earnings per share
Basic earnings per share: Income available to common stockholders
Effect of dilutive securities: Warrants and stock option plans
Diluted earnings per share: Income available to common
stockholders
$
$
$
$
$
$
20. Derivative Instruments
123,340
123,340
—
53,963,047
$
2.29
650,010
123,340
54,613,057
$
2.26
60,100
60,100
—
37,705,556
$
1.59
805,705
60,100
38,511,261
$
1.56
40,103
40,103
—
26,931,634
$
1.49
507,525
40,103
27,439,159
$
1.46
From time to time, the Company enters into interest rate swap agreements with certain borrowers to assist
them in mitigating their interest rate risk exposure associated with the loans they have with the Company. At the
same time, the Company enters into identical interest rate swap agreements with another financial institution to
mitigate the Company’s interest rate risk exposure associated with the swap agreements it enters into with its
borrowers. At December 31, 2018, the Company had swaps with matched terms with an aggregate notional amount
136
of $57.5 million and a fair value of $1.7 million. The fair values of these swaps are recorded as components of other
assets and other liabilities in the Company’s condensed consolidated balance sheet. Changes in the fair value of
these swaps, which occur due to changes in interest rates, are recorded in the Company’s income statement as a
component of noninterest income. Since the terms of the swap agreements between the Company and its borrowers
have been matched with the terms of swap agreements with another financial institution, the adjustments for the
change in their fair value offset each other and net to zero in non-interest income.
Although changes in the fair value of swap agreements between the Company and borrowers and the
Company and other financial institutions offset each other, changes in the credit risk of these counterparties may
result in a difference in the fair value of these swap agreements. Offsetting swap agreements the Company has with
other financial institutions are collateralized with cash, and swap agreements with borrowers are secured by the
collateral arrangements for the underlying loans these borrowers have with the Company. During the twelve months
ended December 31, 2018, there were no losses recorded on swap agreements, attributable to the change in credit
risk associated with a counterparty. All interest rate swap agreements entered into by the Company as of
December 31, 2018 are not designated as hedging instruments.
The following tables summarize the Company’s derivative instruments, included in “other assets” and
“other liabilities” in the consolidated statements of financial condition. The Company’s derivative instruments were
acquired as part of the 2017 HEOP acquisition, and the Company did not have any at December 31, 2016:
Derivative instruments not designated as
hedging instruments:
Interest rate swap contracts
Total derivative instruments
Derivative instruments not designated as
hedging instruments:
Interest rate swap contracts
Total derivative instruments
December 31, 2018
Derivative Assets
Derivative Liabilities
Notional
Fair Value
Notional
Fair Value
(dollars in thousands)
57,502
57,502
$
$
1,681
1,681
$
$
57,502
57,502
$
$
1,681
1,681
December 31, 2017
Derivative Assets
Derivative Liabilities
Notional
Fair Value
Notional
Fair Value
(dollars in thousands)
58,599
58,599
$
$
1,135
1,135
$
$
58,599
58,599
$
$
1,135
1,135
$
$
$
$
137
21. Balance Sheet Offsetting
Derivative financial instruments may be eligible for offset in the consolidated balance sheets, such as those
subject to enforceable master netting arrangements or a similar agreement. Under these agreements, the Company
has the right to net settle multiple contracts with the same counterparty. The Company offers an interest rate swap
product to qualified customers, which are then paired with derivative contracts the Company enters into with a
counterparty bank. While derivative contracts entered into with counterparty banks may be subject to enforceable
master netting agreements, derivative contracts with customers may not be subject to enforceable master netting
arrangements.
Financial instruments that are eligible for offset in the consolidated statements of financial condition as of
December 31, 2018 are presented in the table below:
December 31, 2018
Gross Amounts Not Offset in
the Consolidated
Balance Sheets
Gross Amounts
Recognized in
the
Consolidated
Balance Sheets
Gross
Amounts
Offset in the
Consolidated
Balance
Sheets
Net Amounts
Presented in
the
Consolidated
Balance Sheets
Financial
Instruments
Cash
Collateral (1) Net Amount
(dollars in thousands)
Financial assets:
Derivatives not
designated as
hedging
instruments
Total
Financial liabilities:
Derivatives not
designated as
hedging
instruments
Total
$
$
$
$
2,177
2,177
$
$
(496) $
(496) $
1,681
1,681
$
$
— $
— $
— $
— $
1,681
1,681
1,681
1,681
$
$
— $
— $
1,681
1,681
$
$
— $
— $
— $
— $
1,681
1,681
(1) Represents cash collateral held with counterparty bank.
138
December 31, 2017
Gross Amounts Not Offset in
the Consolidated
Balance Sheets
Gross Amounts
Recognized in
the
Consolidated
Balance Sheets
Gross
Amounts
Offset in the
Consolidated
Balance
Sheets
Net Amounts
Presented in
the
Consolidated
Balance
Sheets
(dollars in thousands)
Financial
Instruments
Cash
Collateral (1) Net Amount
Financial assets:
Derivatives not
designated as
hedging
instruments
Total
Financial
liabilities:
Derivatives not
designated as
hedging
instruments
Total
$
$
$
$
1,833
1,833
$
$
(698) $
(698) $
1,135
1,135
$
$
— $
— $
— $
— $
1,135
1,135
1,135
1,135
$
$
— $
— $
1,135
1,135
$
$
— $
— $
— $
— $
1,135
1,135
(1) Represents cash collateral held with counterparty bank.
22. Revenue Recognition
The Company earns revenue from a variety of sources. The Company’s principal source of revenue is
interest income on loans, investment securities and other interest earning assets, while the remainder of the
Company’s revenue is earned from a variety of fees, service charges, gains and losses, and other income, all of
which are classified as noninterest income. Revenue from interest on loans and investment securities is accounted
for on an accrual basis using the interest method, while revenue from other sources is accounted for under other
applicable U.S. GAAP as well as ASC 606 - Revenue from Contracts with Customers. Revenue streams within the
scope of and accounted for under ASC 606 include: service charges and fees on deposit accounts, debit card
interchange fees, fees from other services the Company provides its customers and gains and losses from the sale of
other real estate owned and property, premises and equipment. ASC 606 requires revenue to be recognized when the
Company satisfies the related performance obligations by transferring to the customer a good or service. The
recognition of revenue under ASC 606 requires the Company to first identify the contract with the customer,
identify the associated performance obligations, determine the transaction price, allocate the transaction price to the
performance obligations and finally recognize revenue when the performance obligations have been satisfied and
the good or service has been transferred. The majority of the Company’s contracts with customers associated with
revenue streams that are within the scope of ASC 606 are considered short-term in nature and can be canceled at
any time by the customer or the Company without penalty, such as a deposit account agreement. These revenue
streams are included in non-interest income.
139
The following table provides a summary of the Company’s revenue streams, including those that are
within the scope of ASC 606 and those that are accounted for under other applicable U.S. GAAP:
For the Years ended December 31,
2018
2017
Within Scope(1) Out of Scope(2) Within Scope(1) Out of Scope(2) Within Scope(1) Out of Scope(2)
(dollars in thousands)
2016
Interest income:
Loans
$
— $
415,410
$
— $
251,027
$
— $
157,935
Investment securities
and other interest-
earning assets
Total interest income
Noninterest income:
Loan servicing fees
Service charges on
deposit accounts
Other service fee
income
Debit card interchange
income
Earnings on bank-owned
life insurance
Net gain from sales of
loans
Net gain from sales of
investment securities
Other income
Total noninterest
income
—
—
—
5,128
902
4,326
—
—
—
1,242
11,598
33,013
448,423
1,445
—
—
—
3,427
10,759
1,399
2,399
—
—
—
3,273
1,847
2,043
—
—
—
491
18,978
270,005
787
—
—
—
2,279
12,468
2,737
5,189
19,429
7,654
23,460
Total revenues
$
11,598
$
467,852
$
7,654
$
293,465
$
—
—
—
1,459
1,516
267
—
—
—
449
8,670
166,605
1,032
—
—
—
1,353
9,539
1,797
2,190
3,691
3,691
$
15,911
182,516
______________________________
(1) Revenues from contracts with customers accounted for under ASC 606.
(2) Revenues not within the scope of ASC 606 and accounted for under other applicable U.S. GAAP requirements.
The following provides information concerning the major components of the Company’s revenue:
Interest Income. Interest income is comprised of interest on loans, investment securities and other interest-
earning assets. Interest is recognized using the interest method, which reflects the contractual yield on loans and
coupon yield for investment securities. These yields are adjusted for purchase discounts, premiums and net
deferred loan origination fees for newly originated loans.
Loan Servicing Fees. Loan servicing fees generally consist of fees related to servicing of loans for others,
as well as the net impact of related serving asset amortization. ASC 606 stipulates that income streams generated
through the transfer and servicing of financial instruments shall be accounted for under ASC 860 - Transfers and
Servicing and is therefore excluded from the scope of ASC 606.
Service Charges on Deposit Accounts and Other Service Fee Income. Service charges on deposit accounts
and other service fee income consists of periodic service charges on deposit accounts and transaction based fees
such as those related to overdrafts, ATM charges and wire transfer fees. The majority of these revenues are
accounted for under ASC 606. Performance obligations for periodic service charges on deposit accounts are
typically short-term in nature and are generally satisfied on a monthly basis, while performance obligations for
other transaction based fees are typically satisfied at a point in time (which may consist of only a few moments to
perform the service or transaction) with no further obligations on behalf of the Company to the customer. Periodic
service charges are generally collected monthly directly from the customer’s deposit account, and at the end of a
140
statement cycle, while transaction based service charges are typically collected at the time of or soon after the
service is performed.
Debit Card Interchange Income. Debit card interchange fee income consists of transaction processing fees
associated with customer debit card transactions processed through a payment network and are accounted for under
ASC 606. These fees are earned each time a request for payment is originated by a customer debit cardholder at a
merchant. In these transactions, the Company transfers funds from the debit cardholder’s account to a merchant
through a payment network at the request of the debit cardholder by way of the debit card transaction. The related
performance obligations are generally satisfied when the transfer of funds is complete, which is generally a point in
time when the debit card transaction is processed. Debit card interchange fees are typically received and recorded
as revenue on a daily basis.
Earnings on Bank Owned Life Insurance. Earnings on BOLI relate to the periodic increase in the cash
surrender value of BOLI policies on certain key employees of the Company for which the Company is the owner
and beneficiary of the related policies. This revenue stream is excluded from the scope of ASC 606, and is
accounted for under other applicable U.S. GAAP provisions (ASC 325-30).
Gains and (Losses) from Sales of Loans and Investment Securities. ASC 606 stipulates that gains and
(losses) from the periodic sale of loans and investment securities are excluded from ASC 606 and are accounted for
under other applicable U.S. GAAP provisions.
Other Income. Other income generally consists of recoveries on acquired loans, which were fully charged
off and had no book value prior to their acquisition, as well as other miscellaneous loan fees, and rental income
from various subleases. These revenue streams are excluded from the scope of ASC 606 and are accounted for
under other applicable U.S. GAAP provisions. Other income also consists of other miscellaneous fees, which are
accounted for under ASC 606; however, much like service charges on deposit accounts, these fees have
performance obligations that are very short-term in nature and are typically satisfied at a point in time. Revenue is
typically recorded at the time these fees are collected, which is generally upon the completion the related
transaction or service provided.
Other revenue streams that may be applicable to the Company include gains and losses from the sale of
non-financial assets such as other real estate owned and property premises and equipment. The Company accounts
for these revenue streams in accordance with ASC 610-20, which requires the Company to look to guidance in ASC
606 in the application of certain measurement and recognition concepts. The Company records gains and losses on
the sale of non-financial assets when control of the asset has been surrendered to the buyer, which generally occurs
at a specific point in time.
Practical Expedient. The Company also employs a practical expedient with respect to contract acquisition
costs, which are generally capitalized and amortized into expense. These costs relate to expenses incurred directly
attributable to the efforts to obtain a contract. The practical expedient allows the Company to immediately
recognize contract acquisition costs in current period earnings when these costs would have been amortized over a
period of one year or less.
At December 31, 2018 the Company did not have any material contract assets or liabilities in its
consolidated financial statements related to revenue streams within the scope of ASC 606, and there were no
material changes in those balances during the reporting period.
23. Related Parties
Loans to the Company’s executive officers and directors are made in the ordinary course of business, in
accordance with applicable regulations and the Company’s policies and procedures. At December 31, 2018, the
141
Company had related party loans outstanding totaling $5.8 million and at December 31, 2017, the Company had
related party loans outstanding totaling $6.1 million.
At the end of 2018, the Company had related party deposits of $471.9 million compared to $378.2
million at the end of 2017. John J. Carona was appointed to the Board of Directors on March 15, 2013, in
connection with the Company’s acquisition of First Associations Bank (“FAB”). Mr. Carona is the President and
Chief Executive Officer of Associa, a Texas corporation that specializes in providing management and related
services for homeowners associations located across the United States. At December 31, 2018 and 2017, $436.2
million and $367.9 million, respectively, of the related party deposits were attributable to Associa.
24. Quarterly Results of Operations (Unaudited)
The following is a summary of selected financial data presented below by quarter for the periods
indicated:
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(dollars in thousands, except per share data)
For the year ended December 31, 2018:
Interest income
Interest expense
Provision for credit losses
Noninterest income
Noninterest expense
Income tax provision
Net income
Earnings per share:
Basic
Diluted
For the year ended December 31, 2017:
Interest income
Interest expense
Provision for credit losses
Noninterest income
Noninterest expense
Income tax provision
Net income
Earnings per share:
Basic
Diluted
$
$
$
$
$
$
90,827
$
92,699
$
128,876
$
9,546
2,253
7,666
49,808
8,884
28,002
0.61
0.60
$
$
11,528
1,761
8,151
50,076
10,182
27,303
0.59
0.58
$
$
16,163
1,981
8,240
82,782
7,798
28,392
0.46
0.46
$
$
136,021
18,475
2,258
6,970
67,239
15,376
39,643
0.64
0.63
45,427
$
68,733
$
70,161
$
85,684
3,724
2,244
4,683
30,005
4,616
9,521
0.35
0.34
$
$
5,395
1,945
8,759
48,455
7,521
14,176
0.36
0.35
$
$
5,870
2,049
8,221
39,612
10,619
20,232
0.46
0.46
$
$
7,514
2,194
9,451
49,886
19,370
16,171
0.37
0.36
142
25. Parent Company Financial Information
The Corporation is a California-based bank holding company organized in 1997 as a Delaware
corporation and owns 100% of the capital stock of the Bank, its principal operating subsidiary. The Bank was
incorporated and commenced operations in 1983. Condensed financial statements of the Corporation are as follows:
PACIFIC PREMIER BANCORP, INC.
STATEMENTS OF FINANCIAL CONDITION
(Parent company only)
At December 31,
2018
2017
(dollars in thousands)
Assets
Cash and cash equivalents
Investment in subsidiaries
Other assets
Total Assets
Liabilities
Subordinated debentures
Accrued expenses and other liabilities
Total Liabilities
Total Stockholders’ Equity
$
$
$
13,160
$
2,068,077
1,689
2,082,926
110,313
2,916
113,229
1,969,697
$
$
Total Liabilities and Stockholders’ Equity
$
2,082,926
$
PACIFIC PREMIER BANCORP, INC.
STATEMENTS OF OPERATIONS
(Parent company only)
17,097
1,329,961
2,599
1,349,657
105,123
2,538
107,661
1,241,996
1,349,657
Income
Interest income
Noninterest income
Total income
Expense
Interest expense
Noninterest expense
Total expense
Loss before income tax provision
Income tax benefit
Net loss (parent only)
Equity in net earnings of subsidiaries
Net income
For the Years Ended December 31,
2018
2017
2016
(dollars in thousands)
$
$
57
—
57
$
36
—
36
6,715
6,139
12,854
(12,797)
(3,678)
(9,119)
132,459
4,720
8,956
13,676
(13,640)
(5,417)
(8,223)
68,323
$
123,340
$
60,100
$
31
—
31
3,844
3,769
7,613
(7,582)
(2,785)
(4,797)
44,900
40,103
143
PACIFIC PREMIER BANCORP, INC.
SUMMARY STATEMENTS OF CASH FLOWS
(Parent company only)
For the Years Ended December 31,
2018
2017
2016
CASH FLOWS FROM OPERATING ACTIVITIES
(dollars in thousands)
Net income
$
123,340
$
60,100
$
40,103
Adjustments to reconcile net income to cash used in operating
activities:
Share-based compensation expense
9,033
5,809
2,729
Equity in undistributed earnings of subsidiaries and dividends
from the bank
Increase (decrease) in accrued expenses and other liabilities
(Decrease) increase in current and deferred taxes
Decrease (increase) in other assets
Net cash (used in) provided by operating activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of issuance cost
Repurchase of common stock
Proceeds from exercise of options and warrants
Capital contribution to Bank
Proceeds from issuance of subordinated debentures
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
26. Acquisitions
Grandpoint Capital, Inc. Acquisition
(132,459)
6,464
(3,682)
(6,888)
(4,192)
—
(1,669)
1,924
—
—
255
(3,937)
17,097
(68,323)
(365)
(896)
1,714
(1,961)
—
(1,258)
4,592
600
—
3,934
1,973
15,124
$
13,160
$
17,097
$
(44,901)
240
—
4,794
2,965
—
(125)
1,107
7,765
—
8,747
11,712
3,412
15,124
Effective as of July 1, 2018, the Company completed the acquisition of Grandpoint Capital, Inc.
(“Grandpoint”), the holding company of Grandpoint Bank, a California-chartered bank, with $3.05 billion in total
assets, $2.40 billion in gross loans and $2.51 billion in total deposits as of June 30, 2018.
Pursuant to the terms of the merger agreement, each outstanding share of Grandpoint voting common
stock and Grandpoint non-voting common stock was converted into the right to receive 0.4750 shares of the
Corporation’s common stock. The value of the total transaction consideration was approximately $601.2 million
after approximately $28.1 million in aggregate cash consideration payable to holders of Grandpoint share-based
compensation awards by Grandpoint. The transaction consideration represented the issuance of 15,758,089 shares
of the Corporation’s common stock, valued at $38.15 per share, which was the closing price of the Corporation’s
common stock on June 29, 2018, the last trading day prior to the consummation of the acquisition.
Goodwill in the amount of $313.0 million was recognized in the Grandpoint acquisition. Goodwill
represents the future economic benefits rising from net assets acquired that are not individually identified and
separately recognized and is attributable to synergies expected to be derived from the combination of the two
entities. Goodwill recognized in this transaction is not deductible for income tax purposes.
The following table represents the Grandpoint assets acquired and liabilities assumed as of July 1, 2018
and the fair value adjustments and amounts recorded by the Company under the acquisition method of accounting:
144
ASSETS ACQUIRED
Cash and cash equivalents
Investment securities
Loans, gross
Allowance for loan losses
Fixed assets
Core deposit intangible
Deferred tax assets
Other assets
Total assets acquired
LIABILITIES ASSUMED
Deposits
Borrowings
Other Liabilities
Total liabilities assumed
Excess of assets acquired over liabilities assumed
Consideration paid
Goodwill recognized
Grandpoint
Book Value
Fair Value
Adjustment
Fair
Value
(dollars in thousands)
$
147,551
$
— $
395,905
2,404,042
(18,665)
6,015
5,093
14,185
97,441
3,051,567
2,506,663
255,155
23,687
2,785,505
$
$
(3,047)
(51,325)
18,665
3,107
66,850
(9,802)
(195)
24,253
266
(232)
1,172
1,206
266,062
$
23,047
$
$
$
$
$
$
147,551
392,858
2,352,717
—
9,122
71,943
4,383
97,246
3,075,820
2,506,929
254,923
24,859
2,786,711
289,109
602,152
313,043
Such fair values are preliminary estimates and subject to refinement for up to one year after the closing
date of acquisition as additional information relative to the closing date fair values becomes available and such
information is considered final, whichever is earlier. Fair value adjustments will be finalized no later than July
2019.
Plaza Bancorp Acquisition
Effective as of November 1, 2017, the Company completed the acquisition of PLZZ, the holding
company of Plaza Bank, a California chartered banking corporation headquartered in Irvine, California with $1.25
billion in total assets, $1.06 billion in gross loans and $1.08 billion in total deposits at October 31, 2017.
Pursuant to the terms of the merger agreement, each outstanding share of PLZZ common stock was
converted into the right to receive 0.2000 shares of Company common stock. The value of the total deal
consideration was approximately $245.8 million after approximately $6.5 million of aggregate cash consideration
payable to holders of unexercised options and warrants exercisable for shares of PLZZ common stock by PLZZ.
The transaction consideration represented the issuance of 6,049,373 shares of the Company’s common stock, which
had a value of $40.40 per share, which was the closing price of the Company’s common stock on October 31, 2017,
the last trading day prior to the consummation of the acquisition.
Goodwill in the amount of $124.0 million was recognized in the PLZZ acquisition. Goodwill represents
the future economic benefits arising from net assets acquired that are not individually identified and separately
recognized and is attributable to synergies expected to be derived from the combination of the two entities.
Goodwill recognized in this transaction is not deductible for income tax purposes.
145
The following table represents the PLZZ assets acquired and liabilities assumed as of November 1, 2017
and the fair value adjustments and amounts recorded by the Company under the acquisition method of accounting:
ASSETS ACQUIRED
Cash and cash equivalents
Loans, gross
Allowance for loan losses
Fixed assets
Core deposit intangible
Deferred tax assets
Other assets
Total assets acquired
LIABILITIES ASSUMED
Deposits
Borrowings
Other Liabilities
Total liabilities assumed
Excess of assets acquired over liabilities assumed
Consideration paid
Goodwill recognized
PLZZ
Fair Value
Book Value
Adjustment
Fair
Value
(dollars in thousands)
$
150,459
$
— $
1,069,359
(13,009)
7,389
198
11,849
19,495
1,245,740
1,081,727
40,755
8,956
$
$
1,131,438
114,302
$
$
$
$
(6,458)
13,009
(1,424)
10,575
(6,123)
(589)
8,990
1,224
397
(450)
1,171
7,819
$
$
$
150,459
1,062,901
—
5,965
10,773
5,726
18,906
1,254,730
1,082,951
41,152
8,506
1,132,609
122,121
245,761
123,640
The fair values are estimates and are subject to adjustment for up to one year after the merger date. Since
the acquisition, the Company has made net adjustments of $1.8 million related to core deposit intangibles, deferred
tax assets, loans and other assets and liabilities. During the fourth quarter of 2018, the Company finalized its fair
values with this acquisition.
Heritage Oaks Bancorp Acquisition
Effective as of April 1, 2017, the Company completed the acquisition of HEOP, the holding company of
Heritage Oaks Bank, a California state-chartered bank based in Paso Robles, California (“Heritage Oaks Bank”)
with $2.01 billion in total assets, $1.36 billion in gross loans and $1.67 billion in total deposits at March 31, 2017.
Pursuant to the terms of the merger agreement, each outstanding share of HEOP common stock was
converted into the right to receive 0.3471 shares of corporate common stock. The value of the total deal
consideration was approximately $467.4 million, which included approximately $3.9 million of aggregate cash
consideration payable to holders of Heritage Oaks share-based compensation awards, and the issuance of
11,959,022 shares of the Corporation’s common stock, which had a value of $38.55 per share, which was the
closing price of the Corporation’s common stock on March 31, 2017, the last trading day prior to the consummation
of the acquisition.
Goodwill in the amount of $270.0 million was recognized in the HEOP acquisition. Goodwill represents
the future economic benefits arising from net assets acquired that are not individually identified and separately
recognized and is attributable to synergies expected to be derived from the combination of the two entities.
Goodwill recognized in this transaction is not deductible for income tax purposes.
146
The following table represents the HEOP assets acquired and liabilities assumed as of April 1, 2017 and
the fair value adjustments and amounts recorded by the Company under the acquisition method of
accounting:
ASSETS ACQUIRED
Cash and cash equivalents
Investment securities
Loans, gross
Allowance for loan losses
Fixed assets
Core deposit intangible
Deferred tax assets
Other assets
Total assets acquired
LIABILITIES ASSUMED
Deposits
Borrowings
Other Liabilities
Total liabilities assumed
Excess of assets acquired over liabilities assumed
Consideration paid
Goodwill recognized
HEOP
Book Value
Fair Value
Adjustments
Fair
Value
(dollars in thousands)
$
78,728
$
— $
445,299
1,384,949
(17,200)
35,567
3,207
17,850
55,235
2,003,635
1,668,085
139,150
8,059
1,815,294
$
$
188,341
$
$
$
$
(2,376)
(20,261)
17,200
(665)
24,916
(7,606)
(21)
11,187
1,465
(116)
293
1,642
9,545
$
$
$
78,728
442,923
1,364,688
—
34,902
28,123
10,244
55,214
2,014,822
1,669,550
139,034
8,352
1,816,936
197,886
467,439
269,553
The fair values are estimates and are subject to adjustment for up to one year after the merger date. Since
the acquisition, the Company made a net adjustment of $600,000 to deferred tax assets and other liabilities. During
the second quarter of 2018, the Company finalized its fair values with this acquisition.
Security Bank Acquisition
On January 31, 2016, the Company completed its acquisition of Security California Bancorp (“SCAF”)
whereby we acquired $714.0 million in total assets, $456.2 million in loans and $636.6 million in total deposits.
Under the terms of the merger agreement, each share of SCAF common stock was converted into the right to
receive 0.9629 shares of the Corporation’s common stock. The value of the total deal consideration was $120.2
million, which includes $788,000 of aggregate cash consideration to the holders of SCAF stock options and the
issuance of 5,815,051 shares of the Corporation’s common stock, valued at $119.4 million based on a closing stock
price of $20.53 per share on January 29, 2016.
Goodwill in the amount of $51.7 million was recognized in the SCAF acquisition. Goodwill represents
the future economic benefits arising from net assets acquired that are not individually identified and separately
recognized and is attributable to synergies expected to be derived from the combination of the two entities.
Goodwill recognized in this transaction is not deductible for income tax purposes.
The following table represents the SCAF assets acquired and liabilities assumed as of January 31, 2016
and the fair value adjustments and amounts recorded by the Company under the acquisition method of accounting:
147
ASSETS ACQUIRED
Cash and cash equivalents
Interest-bearing deposits with financial institutions
Investment securities
Loans, gross
Allowance for loan losses
Fixed assets
Core deposit intangible
Deferred tax assets
Other assets
Total assets acquired
LIABILITIES ASSUMED
Deposits
Borrowings
Deferred tax liability
Other Liabilities
Total liabilities assumed
Excess of assets acquired over liabilities assumed
Consideration paid
Goodwill recognized
SCAF
Book Value
Fair Value
Adjustments
Fair
Value
(dollars in thousands)
$
40,947
$
— $
1,972
191,881
467,197
(7,399)
5,335
493
5,618
10,589
716,633
636,450
—
—
$
$
9,063
645,513
71,120
$
$
$
$
—
(1,627)
(11,039)
7,399
(1,145)
3,826
1,130
(1,227)
(2,683) $
40,947
1,972
190,254
456,158
—
4,190
4,319
6,748
9,362
713,950
141
$
636,591
—
—
(220)
(79)
(2,604)
$
—
—
8,843
645,434
68,516
120,174
51,658
The Company accounted for these transactions under the acquisition method of accounting in accordance
with ASC 805, Business Combinations, which requires purchased assets and liabilities assumed to be recorded at
their respective fair values at the date of acquisition.
The loan portfolios of Grandpoint, PLZZ, HEOP and SCAF were recorded at fair value at the date of
each acquisition. The valuation of loan portfolios of Grandpoint, PLZZ, HEOP and SCAF’s were performed as of
the acquisition dates to assess their fair values. The loan portfolios were split into two groups: loan with credit
deterioration and loans without credit deterioration, and then segmented further by loan type. The fair value was
calculated on an individual loan basis using a discounted cash flow analysis. The discount rate utilized was based
on a weighted average cost of capital, considering the cost of equity and cost of debt. Also factored into the fair
value estimates were loss rates, recovery period and prepayment rates based on industry standards.
For loans acquired from Grandpoint, PLZZ, HEOP and SCAF, the contractual amounts due, expected
cash flows to be collected, interest component and fair value as of the respective acquisition dates were as follows:
Acquired Loans
Grandpoint
PLZZ
HEOP
SCAF
(dollars in thousands)
Contractual amounts due
$
3,496,905
$
1,708,685
$
1,717,230
$
539,806
Cash flows not expected to be collected
Expected cash flows
Interest component of expected cash flows
39,071
3,457,834
1,105,117
20,152
1,688,533
625,632
4,442
1,712,788
348,100
Fair value of acquired loans
$
2,352,717
$
1,062,901
$
1,364,688
$
2,765
537,041
80,883
456,158
148
In accordance with generally accepted accounting principles, there was no carryover of the allowance for
loan losses that had been previously recorded by Grandpoint, PLZZ, HEOP and SCAF.
The Company also determined the fair value of the core deposit intangible, securities and deposits with
the assistance of third-party valuations and determined the fair value of OREO from recent appraisals of the
properties less estimated costs to sell. Since the fair value of intangible assets is calculated as if they were stand-
alone assets, the presumption is that a hypothetical buyer of the intangible asset would be able to take advantage of
potential after tax benefits resulting from the asset purchase.
The core deposit intangible on non-maturing deposit represents future benefits arising from savings on
source of funding and was determined by evaluating the underlying characteristics of the deposit relationships,
including customer attrition, deposit interest rates, service charge income, overhead expense and costs of alternative
funding. The value of the after tax savings on cost of fund is the present value over a estimated fifty-year horizon,
using the discount rate applicable to the asset.
In determining the fair value of certificates of deposit, a discounted cash flow analysis was used, which
involved present valuing the contractual payments over the remaining life of the certificates of deposit at market-
based interest rates
The operating results of the Company for the twelve months ending December 31, 2018 include the
operating results of Grandpoint, PLZZ, HEOP and SCAF since their respective acquisition dates. The following
table presents the net interest and other income, net income and earnings per share as if the merger with Grandpoint,
PLZZ, HEOP and SCAF were effective as of January 1, 2016. The unaudited pro forma information in the
following table is intended for informational purposes only and is not necessarily indicative of our future operating
results or operating results that would have occurred had the mergers been completed at the beginning of each
respective year. No assumptions have been applied to the pro forma results of operations regarding possible revenue
enhancements, expense efficiencies or asset dispositions.
There were no material, nonrecurring adjustments to the unaudited pro forma net interest and other
income, net income and earnings per share presented below:
Net interest and other income
Net income
Basic earnings per share
Diluted earnings per share
27. Subsequent Events
Quarterly Cash Dividend
Year Ended December 31,
2017
2016
2018
$
$
473,748
133,565
2.16
2.14
$
465,400
96,758
1.58
1.56
378,894
104,908
1.71
1.70
On January 28, 2019, the Company’s Board of Directors declared a cash dividend of $0.22 per share,
payable on March 1, 2019 to shareholders of record on February 15, 2019.
149
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e))
under the Exchange Act as of the end of the period covered by this Annual Report on Form 10-K. 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. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and
procedures relative to their costs.
Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures are effective as of the end of the period covered by this Annual
Report on Form 10-K in providing reasonable assurance that information we are required to disclose in periodic
reports that we file or submit to the SEC pursuant to the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with United States generally accepted
accounting principles. Our internal control over financial reporting includes those policies and procedures that:
•
•
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with United States generally accepted accounting principles, and
that our receipts and expenditures are being made only in accordance with the authorization of its
management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on the financial statements.
Our management assessed the effectiveness of its internal control over financial reporting as of
December 31, 2018. In making this assessment, management used the framework set forth in the report entitled
“Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the
Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s
internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv)
information and communication, and (v) monitoring. Based on this assessment, our management believes that, as of
December 31, 2018, our internal control over financial reporting was effective.
Crowe LLP, the independent registered public accounting firm that audited the Company’s financial
statements included in the Annual Report, issued an audit report on the Company’s internal control over financial
150
reporting as of, and for the year ended December 31, 2018. Crowe LLP’s audit report appears in Item 8 of this Annual
Report.
Changes in Internal Control over Financial Reporting
We regularly review our system of internal control over financial reporting and make changes to our
processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective
internal control environment. Changes may include such activities as implementing new, more efficient systems,
consolidating activities, and migrating processes.
There have been no changes in the Company’s internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2018 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None
151
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this item with respect to our directors and certain corporate governance
practices is contained in our Proxy Statement for our 2019 Annual Meeting of Stockholders (the “Proxy Statement”)
to be filed with the SEC within 120 days after the end of the Company’s fiscal year ended December 31, 2018. Such
information is incorporated herein by reference.
We maintain a Code of Business Conduct and Ethics applicable to our Board of Directors, principal
executive officer, and principal financial officer, as well as all of our other employees. Our Code of Business
Conduct and Ethics can be found on our internet website located at www.ppbi.com.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to our Proxy Statement for the
2019 annual meeting of shareholders to be filed with the SEC within 120 days after the end of the Company’s fiscal
year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information required by this Item regarding security ownership of certain beneficial owners and
management is incorporated by reference to our Proxy Statement for the 2019 annual meeting of shareholders to be
filed with the SEC within 120 days after the end of the Company’s fiscal year. Information relating to securities
authorized for issuance under the Company’s equity compensation plans is included in Part II of this Annual Report
on Form 10 K under “Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
The information required by this Item is incorporated herein by reference to our Proxy Statement for the
2019 annual meeting of shareholders to be filed with the SEC within 120 days after the end of the Company’s fiscal
year.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference to our Proxy Statement for the
2019 annual meeting of shareholders to be filed with the SEC within 120 days after the end of the Company’s fiscal
year.
152
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report.
(1) The following financial statements are incorporated by reference from Item 8 hereof:
Report of Independent Registered Public Accounting Firm.
Consolidated Statements of Financial Condition as of December 31, 2018 and 2017.
Consolidated Statements of Income for the Years Ended December 31, 2018, 2017 and 2016.
Consolidated Statement of Other Comprehensive Income for the Years Ended December 31, 2018,
2017 and 2016.
Consolidated Statement of Stockholders’ Equity for the Years Ended December 31, 2018, 2017
and 2016.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016.
Notes to Consolidated Financial Statements.
(2) All schedules for which provision is made in the applicable accounting regulation of the SEC are omitted
because they are not applicable or the required information is included in the consolidated financial
statements or related notes thereto.
(3) The following exhibits are filed as part of this Form 10-K, and this list includes the Exhibit Index.
Exhibit No.
2.1
Description
Purchase and Assumption Agreement-Whole Bank All Deposits, Among Federal Deposit Insurance
Corporation, Receiver of Palm Desert National Bank, Palm Springs, California, Federal Deposit Insurance
Corporation and Pacific Premier Bank, Costa Mesa, California dated as of April 27, 2012. (1)
2.2
2.3
2.4
2.5
2.6
2.7
2.8
3.1
3.2
4.1
4.2
Agreement and Plan of Reorganization, dated as of October 15, 2012, among Pacific Premier Bancorp, Inc.,
Pacific Premier Bank and First Associations Bank. (2)
Agreement and Plan of Reorganization, dated as of March 5, 2013, among Pacific Premier Bancorp, Inc.,
Pacific Premier Bank and San Diego Trust Bank. (3)
Agreement and Plan of Reorganization, dated as of October 21, 2014, among Pacific Premier Bancorp, Inc.,
Pacific Premier Bank and Independence Bank. (4)
Agreement and Plan of Springs, California, Federal Deposit Insurance Corporation and Pacific Premier
Bank, Costa Mesa, California dated as of April 27, 2012. (1)
Agreement and Plan of Reorganization, dated as of December 12, 2016, by and between Pacific Premier
Bancorp., Inc. and Heritage Oaks Bancorp. (6)
Agreement and Plan of Reorganization, dated as of August 8, 2017 by and between Pacific Premier
Bancorp, Inc. and Plaza Bancorp. (7)
Agreement and Plan of Reorganization, dated as of February 9, 2018 by and between Pacific Premier
Bancorp, Inc. and Grandpoint Capital, Inc. (8)
Second Amended and Restated Certificate of Incorporation of Pacific Premier Bancorp, Inc., as amended (9)
Amended and Restated Bylaws of Pacific Premier Bancorp, Inc. (9)
Specimen Stock Certificate of Pacific Premier Bancorp, Inc. (10)
Investor Rights Agreement, dated August 8, 2017, by and between Pacific Premier Bancorp, Inc. and
Carpenter Fund Manager GP, LLC. (7)
153
4.3
10.1
10.3
10.4
10.5
10.6
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
10.20
10.21
10.22
21
23.1
31.1
31.2
32
Long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The
Company undertakes to furnish copies of such instruments to the SEC upon request.
2004 Long-Term Incentive Plan (11)*
Form of 2004 Long-Term Incentive Plan Incentive Stock Option Agreement (12)*
Form of 2004 Long-Term Incentive Plan Nonqualified Stock Option Agreement (12)*
Form of 2004 Long-Term Incentive Plan Restricted Stock Agreement (12)*
Salary Continuation Agreement between Pacific Premier Bank and Steven R. Gardner. (13)*
Form of 2012 Long-Term Incentive Plan Incentive Stock Option Award Agreement (14)
Form of 2012 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (14)
Form of 2012 Long-Term Incentive Plan Restricted Stock Award Agreement (15)
Pacific Premier Bancorp, Inc. Amended and Restated 2012 Long-Term Incentive Plan, as amended (15)*
Form of Restricted Stock Unit Agreement under the Pacific Premier Bancorp, Inc. Amended and Restated
2012 Long-Term Incentive Plan. (16)
Second Amended and Restated Employment Agreement by and among Steven R. Gardner, Pacific Premier
Bancorp, Inc. and Pacific Premier Bank, dated effective as of May 31, 2016. (17)*
Employment Agreement by and among Ronald J. Nicolas, Jr., Pacific Premier Bancorp, Inc. and Pacific
Premier Bank, dated effective as of May 31, 2016. (17)*
Third Amended and Restated Employment Agreement by and between Edward Wilcox and Pacific Premier
Bank, dated effective as of May 31, 2016. (17)*
Third Amended and Restated Employment Agreement by and between Michael Karr and Pacific Premier
Bank, dated effective as of May 31, 2016. (17)*
Second Amended and Restated Employment Agreement by and between Thomas Rice and Pacific Premier
Bank, dated effective as of May 31, 2016. (17)*
Second Amendment to the Pacific Premier Bancorp, Inc. Amended and Restated 2012 Long-Term Incentive
Plan (18)*
Amended Form of 2012 Long-Term Incentive Plan Restricted Stock Award Agreement (non-NEOs) (18)*
Amended Form of 2012 Long-Term Incentive Plan Restricted Stock Award Agreement (NEOs) (18)*
Amended Form of 2012 Long-Term Incentive Plan Restricted Stock Unit Award Agreement. (18)*
Amended Form of 2012 Long-Term Incentive Plan Incentive Stock Option Award Agreement. (18)*
Amended Form of 2012 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement. (18)*
Subsidiaries of Pacific Premier Bancorp, Inc. (Reference is made to “Item 1. Business” for the required
information.)
Consent of Crowe LLP.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act.
101.INS
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
XBRL Instance Document #
XBRL Taxonomy Extension Schema Document #
XBRL Taxonomy Extension Calculation Linkbase Document #
XBRL Taxonomy Extension Label Linkbase Document #
XBRL Taxonomy Extension Presentation Linkbase Document #
XBRL Taxonomy Extension Definition Linkbase Document #
(1)
(2)
(3)
(4)
(5)
(6)
Incorporated by reference from the Registrant’s Form 8-K/A filed with the SEC on May 3, 2012.
Incorporated by reference from the Registrant’s Form 8-K filed with the SEC on October 15, 2012.
Incorporated by reference from the Registrant’s Form 8-K filed with the SEC on March 6, 2013.
Incorporated by reference from the Registrant’s Form 8-K filed with the SEC on October 22, 2014.
Incorporated by reference from the Registrant’s Form 8-K filed with the SEC on October 1, 2015.
Incorporated by reference from the Registrant's Form 8-K filed with the SEC on December 13, 2016.
154
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
*
#
Incorporated by reference from the Registrant's Form 8-K filed with the SEC on August 9, 2017.
Incorporated by reference from the Registrant's Form 8-K filed with the SEC on February 12, 2018.
Incorporated by reference from the Registrant’s Form 8-K filed with the SEC on May 15, 2018.
Incorporated by reference from the Registrant’s Registration Statement on Form S-1 (Registration No.
333-20497) filed with the SEC on January 27, 1997.
Incorporated by reference from the Registrant’s Proxy Statement filed with the SEC on April 23, 2004.
Incorporated by reference from the Registrant’s Post-Effective Amendment No. 1 to Form S-8 (Registration
No. 333-117857) filed with the SEC on September 3, 2004.
Incorporated by reference from the Registrant’s Form 8-K filed with the SEC on May 19, 2006.
Incorporated by reference from the Registrant’s Form 8-K filed with the SEC on June 4, 2012.
Incorporated by reference from the Registrant’s Form 8-K filed with the SEC on June 2, 2017.
Incorporated by reference from the Registrant’s Form 8-K filed with the SEC on February 1, 2016.
Incorporated by reference from the Registrant's Form 8-K filed with the SEC on June 2, 2016.
Incorporated by reference from the Registrant’s Form 8-K filed with the SEC on November 16, 2017.
Management contract or compensatory plan or arrangement.
Attached as Exhibit 101 to this Annual Report on Form 10-K for the period ended December 31, 2018 of
Pacific Premier Bancorp., Inc. are the following documents in XBRL (eXtensive Business Reporting
Language): (i) Consolidated Statements of Financial Condition as of December 31, 2018 and 2017; (ii)
Consolidated Statements of Income for the Years Ended December 31, 2018, 2017 and 2016; (iii)
Consolidated Statement of Stockholders’ Equity for the Years Ended December 31, 2018, 2017, and 2016;
(iv) Other Comprehensive Income for the Years Ended December 31, 2018, 2017, and 2016; (v)
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017, and 2016, and (vi)
Notes to Consolidated Financial Statements.
155
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.
PACIFIC PREMIER BANCORP, INC.
By:
/s/ Steven R. Gardner
Steven R. Gardner
Chairman, President and Chief Executive Officer
DATED: February 28, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
156
Signature
Title
Date
/s/ Steven R. Gardner
Steven R. Gardner
/s/ Ronald J. Nicolas, Jr.
Ronald J. Nicolas, Jr.
/s/ Lori Wright
Lori Wright
/s/ John J. Carona
John J. Carona
/s/ Ayad A. Fargo
Ayad A Fargo
/s/ Joseph L. Garrett
Joseph L. Garrett
/s/ Don M. Griffith
Don M. Griffith
/s/ Jeff C. Jones
Jeff C. Jones
/s/ M. Christian Mitchell
M. Christian Mitchell
/s/ Michael J. Morris
Michael J. Morris
/s/ Zareh H. Sarrafian
Zareh H. Sarrafian
/s/ Cora M. Tellez
Cora M. Tellez
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
February 28, 2019
Senior Executive Vice President and Chief Financial Officer
(Principal Financial officer)
February 28, 2019
Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 28, 2019
February 28, 2019
February 28, 2019
February 28, 2019
February 28, 2019
February 28, 2019
February 28, 2019
February 28, 2019
February 28, 2019
February 28, 2019
Director
Director
Director
Director
Director
Director
Director
Director
Director
157
[This page intentionally left blank]
Exhibit 31.1
Pacific Premier Bancorp, Inc.,
Annual Report on Form 10-K
for the Year ended December 31, 2018
CHIEF EXECUTIVE OFFICER CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Steven R. Gardner, certify that:
1.
I have reviewed this annual report on Form 10-K of Pacific Premier Bancorp, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
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;
3. 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;
4. 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
5. 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 the 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.
Dated: February 28, 2019
/s/ Steven R. Gardner
Steven R. Gardner
Chairman, President and Chief Executive Officer
Exhibit 31.2
Pacific Premier Bancorp, Inc.,
Annual Report on Form 10-K
for the Year ended December 31, 2018
CHIEF FINANCIAL OFFICER CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Ronald J. Nicolas, Jr., certify that:
1.
I have reviewed this annual report on Form 10-K of Pacific Premier Bancorp, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
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;
3. 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;
4. 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
5. 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 the 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.
Dated: February 28, 2019
/s/ Ronald J. Nicolas, Jr.
Ronald J. Nicolas, Jr.
Senior Executive Vice President and Chief Financial Officer
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No. 333-185142, 333-117857, 333-58642, and
333-217253 on Form S-8 of Pacific Premier Bancorp, Inc. and Subsidiaries of our report dated February 28, 2019 relating to
the consolidated financial statements and effectiveness of internal control over financial reporting, appearing in this Annual
Report on Form 10-K.
/s/ Crowe LLP
Los Angeles, California
February 28, 2019
Exhibit 32
Pacific Premier Bancorp, Inc.,
Annual Report on Form 10-K
for the Year ended December 31, 2018
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Pacific Premier Bancorp, Inc. (the “Company”) on Form 10-K for the period ended
December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned
hereby certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to
the undersigned’s best knowledge and belief:
a) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Dated this 28th day of February 2019.
PACIFIC PREMIER BANCORP, INC.
/s/ Steven R. Gardner
Steven R. Gardner
Chairman, President and
Chief Executive Officer
/s/ Ronald J. Nicolas, Jr.
Ronald J. Nicolas, Jr.
Senior Executive Vice President and
Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
[This page intentionally left blank]
(cid:38)(cid:50)(cid:53)(cid:51)(cid:50)(cid:53)(cid:36)(cid:55)(cid:40)(cid:3)(cid:44)(cid:49)(cid:41)(cid:50)(cid:53)(cid:48)(cid:36)(cid:55)(cid:44)(cid:50)(cid:49)(cid:3)
(cid:3)
(cid:3)
(cid:37)(cid:50)(cid:36)(cid:53)(cid:39)(cid:3)(cid:50)(cid:41)(cid:3)(cid:39)(cid:44)(cid:53)(cid:40)(cid:38)(cid:55)(cid:50)(cid:53)(cid:54)(cid:3)
(cid:51)(cid:36)(cid:38)(cid:44)(cid:41)(cid:44)(cid:38)(cid:3)(cid:51)(cid:53)(cid:40)(cid:48)(cid:44)(cid:40)(cid:53)(cid:3)(cid:37)(cid:36)(cid:49)(cid:38)(cid:50)(cid:53)(cid:51)(cid:15)(cid:3)(cid:44)(cid:49)(cid:38)(cid:17)(cid:3)(cid:36)(cid:49)(cid:39)(cid:3)(cid:51)(cid:36)(cid:38)(cid:44)(cid:41)(cid:44)(cid:38)(cid:3)(cid:51)(cid:53)(cid:40)(cid:48)(cid:44)(cid:40)(cid:53)(cid:3)(cid:37)(cid:36)(cid:49)(cid:46)(cid:3)
(cid:3)
(cid:38)(cid:43)(cid:36)(cid:44)(cid:53)(cid:48)(cid:36)(cid:49)(cid:3)
(cid:54)(cid:55)(cid:40)(cid:57)(cid:40)(cid:49)(cid:3)(cid:53)(cid:17)(cid:3)(cid:42)(cid:36)(cid:53)(cid:39)(cid:49)(cid:40)(cid:53)(cid:3)
(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:15)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:51)(cid:68)(cid:70)(cid:76)(cid:73)(cid:76)(cid:70)(cid:3)(cid:51)(cid:85)(cid:72)(cid:80)(cid:76)(cid:72)(cid:85)(cid:3)(cid:37)(cid:68)(cid:81)(cid:70)(cid:82)(cid:85)(cid:83)(cid:15)(cid:3)(cid:44)(cid:81)(cid:70)(cid:17)(cid:3)
(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:51)(cid:68)(cid:70)(cid:76)(cid:73)(cid:76)(cid:70)(cid:3)(cid:51)(cid:85)(cid:72)(cid:80)(cid:76)(cid:72)(cid:85)(cid:3)(cid:37)(cid:68)(cid:81)(cid:78)(cid:3)
(cid:3)
(cid:3)
(cid:36)(cid:60)(cid:36)(cid:39)(cid:3)(cid:36)(cid:17)(cid:3)(cid:41)(cid:36)(cid:53)(cid:42)(cid:50)(cid:3)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)
(cid:37)(cid:76)(cid:86)(cid:70)(cid:82)(cid:80)(cid:72)(cid:85)(cid:76)(cid:70)(cid:68)(cid:3)(cid:38)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)
(cid:45)(cid:50)(cid:54)(cid:40)(cid:51)(cid:43)(cid:3)(cid:47)(cid:17)(cid:3)(cid:42)(cid:36)(cid:53)(cid:53)(cid:40)(cid:55)(cid:55)(cid:3)
(cid:51)(cid:85)(cid:76)(cid:81)(cid:70)(cid:76)(cid:83)(cid:68)(cid:79)(cid:3)
(cid:42)(cid:68)(cid:85)(cid:85)(cid:72)(cid:87)(cid:87)(cid:15)(cid:3)(cid:48)(cid:70)(cid:36)(cid:88)(cid:79)(cid:72)(cid:92)(cid:3)(cid:9)(cid:3)(cid:38)(cid:82)(cid:17)(cid:3)
(cid:45)(cid:50)(cid:43)(cid:49)(cid:3)(cid:45)(cid:17)(cid:3)(cid:38)(cid:36)(cid:53)(cid:50)(cid:49)(cid:36)(cid:3)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:9)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)
(cid:36)(cid:86)(cid:86)(cid:82)(cid:70)(cid:76)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:44)(cid:81)(cid:70)(cid:17)(cid:3)
(cid:45)(cid:40)(cid:41)(cid:41)(cid:3)(cid:38)(cid:17)(cid:3)(cid:45)(cid:50)(cid:49)(cid:40)(cid:54)(cid:3)
Senior(cid:3)(cid:51)(cid:68)(cid:85)(cid:87)(cid:81)(cid:72)(cid:85)(cid:3)
(cid:41)(cid:85)(cid:68)(cid:93)(cid:72)(cid:85)(cid:15)(cid:3)(cid:47)(cid:47)(cid:51)(cid:3)
DON M. GRIFFITH(cid:3)
Member
Board of Directors (cid:3)
(cid:48)(cid:44)(cid:38)(cid:43)(cid:36)(cid:40)(cid:47)(cid:3)(cid:45)(cid:17)(cid:3)(cid:48)(cid:50)(cid:53)(cid:53)(cid:44)(cid:54)(cid:3)
(cid:36)(cid:87)(cid:87)(cid:82)(cid:85)(cid:81)(cid:72)(cid:92)(cid:3)(cid:9)(cid:3)(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:3)(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:3)
(cid:36)(cid:81)(cid:71)(cid:85)(cid:72)(cid:15)(cid:3)(cid:48)(cid:82)(cid:85)(cid:85)(cid:76)(cid:86)(cid:3)(cid:9)(cid:3)(cid:37)(cid:88)(cid:87)(cid:87)(cid:72)(cid:85)(cid:92)(cid:3)(cid:3)
M. CHRISTIAN MITCHELL
Vice Chairman of the Board
Marshall & Stevens, Inc.
(cid:61)(cid:36)(cid:53)(cid:40)(cid:43)(cid:3)(cid:43)(cid:17)(cid:3)(cid:54)(cid:36)(cid:53)(cid:53)(cid:36)(cid:41)(cid:44)(cid:36)(cid:49)(cid:3)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)
(cid:53)(cid:76)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:71)(cid:72)(cid:3)(cid:38)(cid:82)(cid:88)(cid:81)(cid:87)(cid:92)(cid:3)(cid:53)(cid:72)(cid:74)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:3)(cid:3)
(cid:48)(cid:72)(cid:71)(cid:76)(cid:70)(cid:68)(cid:79)(cid:3)(cid:38)(cid:72)(cid:81)(cid:87)(cid:72)(cid:85)(cid:3)
(cid:3)
(cid:38)(cid:50)(cid:53)(cid:36)(cid:3)M. (cid:55)(cid:40)(cid:47)(cid:47)(cid:40)(cid:61)(cid:3)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:9)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)
(cid:54)(cid:87)(cid:72)(cid:85)(cid:79)(cid:76)(cid:81)(cid:74)(cid:3)(cid:43)(cid:72)(cid:68)(cid:79)(cid:87)(cid:75)(cid:3)(cid:54)(cid:72)(cid:85)(cid:89)(cid:76)(cid:70)(cid:72)(cid:86)(cid:3)
(cid:36)(cid:71)(cid:80)(cid:76)(cid:81)(cid:76)(cid:86)(cid:87)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)
(cid:3)
(cid:3)
(cid:54)(cid:40)(cid:49)(cid:44)(cid:50)(cid:53)(cid:3)(cid:48)(cid:36)(cid:49)(cid:36)(cid:42)(cid:40)(cid:48)(cid:40)(cid:49)(cid:55)(cid:3)
(cid:51)(cid:36)(cid:38)(cid:44)(cid:41)(cid:44)(cid:38)(cid:3)(cid:51)(cid:53)(cid:40)(cid:48)(cid:44)(cid:40)(cid:53)(cid:3)(cid:37)(cid:36)(cid:49)(cid:38)(cid:50)(cid:53)(cid:51)(cid:15)(cid:3)(cid:44)(cid:49)(cid:38)(cid:17)(cid:3)(cid:36)(cid:49)(cid:39)(cid:3)(cid:51)(cid:36)(cid:38)(cid:44)(cid:41)(cid:44)(cid:38)(cid:3)(cid:51)(cid:53)(cid:40)(cid:48)(cid:44)(cid:40)(cid:53)(cid:3)(cid:37)(cid:36)(cid:49)(cid:46)(cid:3)
(cid:3)
(cid:54)(cid:55)(cid:40)(cid:57)(cid:40)(cid:49)(cid:3)(cid:53)(cid:17)(cid:3)(cid:42)(cid:36)(cid:53)(cid:39)(cid:49)(cid:40)(cid:53)(cid:3)
(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:15)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)
(cid:51)(cid:68)(cid:70)(cid:76)(cid:73)(cid:76)(cid:70)(cid:3)(cid:51)(cid:85)(cid:72)(cid:80)(cid:76)(cid:72)(cid:85)(cid:3)(cid:37)(cid:68)(cid:81)(cid:70)(cid:82)(cid:85)(cid:83)(cid:15)(cid:3)(cid:44)(cid:81)(cid:70)(cid:17)(cid:3)
(cid:38)(cid:75)(cid:68)(cid:76)(cid:85)(cid:80)(cid:68)(cid:81)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)(cid:3)
(cid:51)(cid:68)(cid:70)(cid:76)(cid:73)(cid:76)(cid:70)(cid:3)(cid:51)(cid:85)(cid:72)(cid:80)(cid:76)(cid:72)(cid:85)(cid:3)(cid:37)(cid:68)(cid:81)(cid:78)(cid:3)
(cid:53)(cid:50)(cid:49)(cid:36)(cid:47)(cid:39)(cid:3)(cid:45)(cid:17)(cid:3)(cid:49)(cid:44)(cid:38)(cid:50)(cid:47)(cid:36)(cid:54)(cid:15)(cid:3)(cid:45)(cid:53)(cid:17)(cid:3)
(cid:54)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)
(cid:51)(cid:68)(cid:70)(cid:76)(cid:73)(cid:76)(cid:70)(cid:3)(cid:51)(cid:85)(cid:72)(cid:80)(cid:76)(cid:72)(cid:85)(cid:3)(cid:37)(cid:68)(cid:81)(cid:70)(cid:82)(cid:85)(cid:83)(cid:15)(cid:3)(cid:44)(cid:81)(cid:70)(cid:17)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:51)(cid:68)(cid:70)(cid:76)(cid:73)(cid:76)(cid:70)(cid:3)(cid:51)(cid:85)(cid:72)(cid:80)(cid:76)(cid:72)(cid:85)(cid:3)(cid:37)(cid:68)(cid:81)(cid:78)(cid:3)
(cid:3)
(cid:3)
(cid:40)(cid:39)(cid:58)(cid:36)(cid:53)(cid:39)(cid:3)(cid:58)(cid:44)(cid:47)(cid:38)(cid:50)(cid:59)(cid:3)
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:3)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)Operating (cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)
(cid:3)
(cid:51)(cid:36)(cid:38)(cid:44)(cid:41)(cid:44)(cid:38)(cid:3)(cid:51)(cid:53)(cid:40)(cid:48)(cid:44)(cid:40)(cid:53)(cid:3)(cid:37)(cid:36)(cid:49)(cid:46)(cid:3)
www.ppbi.com
(cid:3)
(cid:48)(cid:44)(cid:38)(cid:43)(cid:36)(cid:40)(cid:47)(cid:3)(cid:54)(cid:17)(cid:3)(cid:46)(cid:36)(cid:53)(cid:53)(cid:3)
(cid:54)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)Risk(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)
(cid:3)
(cid:3)
(cid:44)(cid:49)(cid:57)(cid:40)(cid:54)(cid:55)(cid:50)(cid:53)(cid:3)(cid:53)(cid:40)(cid:47)(cid:36)(cid:55)(cid:44)(cid:50)(cid:49)(cid:54)(cid:3)
(cid:3)
(cid:55)(cid:43)(cid:50)(cid:48)(cid:36)(cid:54)(cid:3)(cid:53)(cid:44)(cid:38)(cid:40)(cid:3)
(cid:54)(cid:72)(cid:81)(cid:76)(cid:82)(cid:85)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:57)(cid:76)(cid:70)(cid:72)(cid:3)(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)Innovation(cid:3)(cid:50)(cid:73)(cid:73)(cid:76)(cid:70)(cid:72)(cid:85)(cid:3)
(cid:51)(cid:36)(cid:38)(cid:44)(cid:41)(cid:44)(cid:38)(cid:3)(cid:51)(cid:53)(cid:40)(cid:48)(cid:44)(cid:40)(cid:53)(cid:3)(cid:37)(cid:36)(cid:49)(cid:38)(cid:50)(cid:53)(cid:51)(cid:15)(cid:3)(cid:44)(cid:49)(cid:38)(cid:17)(cid:3)
(cid:20)(cid:26)(cid:28)(cid:19)(cid:20)(cid:3)(cid:57)(cid:82)(cid:81)(cid:3)(cid:46)(cid:68)(cid:85)(cid:80)(cid:68)(cid:81)(cid:3)(cid:36)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:15)(cid:3)(cid:54)(cid:88)(cid:76)(cid:87)(cid:72)(cid:3)(cid:20)(cid:21)(cid:19)(cid:19)(cid:3)
(cid:44)(cid:85)(cid:89)(cid:76)(cid:81)(cid:72)(cid:15)(cid:3)(cid:38)(cid:36)(cid:3)(cid:28)(cid:21)(cid:25)(cid:20)(cid:23)(cid:3)
(cid:11)(cid:28)(cid:23)(cid:28)(cid:12)(cid:3)(cid:27)(cid:25)(cid:23)(cid:3)(cid:177)(cid:3)(cid:27)(cid:19)(cid:19)(cid:19)(cid:3)(cid:3)(cid:41)(cid:36)(cid:59)(cid:3)(cid:11)(cid:28)(cid:23)(cid:28)(cid:12)(cid:3)(cid:27)(cid:25)(cid:23)(cid:3)(cid:177)(cid:3)(cid:27)(cid:25)(cid:20)(cid:25)(cid:3)
IRinfo@ppbi.com(cid:3)
(cid:36)(cid:48)(cid:40)(cid:53)(cid:44)(cid:38)(cid:36)(cid:49)(cid:3)(cid:54)(cid:55)(cid:50)(cid:38)(cid:46)(cid:3)(cid:55)(cid:53)(cid:36)(cid:49)(cid:54)(cid:41)(cid:40)(cid:53)(cid:3)(cid:36)(cid:49)(cid:39)(cid:3)(cid:55)(cid:53)(cid:56)(cid:54)(cid:55)(cid:3)(cid:38)(cid:50)(cid:17)(cid:3)
(cid:25)(cid:21)(cid:19)(cid:20)(cid:3)(cid:20)(cid:24)(cid:87)(cid:75)(cid:3)(cid:36)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:3)
(cid:37)(cid:85)(cid:82)(cid:82)(cid:78)(cid:79)(cid:92)(cid:81)(cid:15)(cid:3)(cid:49)(cid:60)(cid:3)(cid:20)(cid:20)(cid:21)(cid:20)(cid:28)(cid:3)
(cid:11)(cid:27)(cid:19)(cid:19)(cid:12)(cid:3)(cid:28)(cid:22)(cid:26)(cid:3)(cid:177)(cid:3)(cid:24)(cid:23)(cid:23)(cid:28)(cid:3)
www.astfinancial.com(cid:3)
(cid:3)
(cid:3)
(cid:36)(cid:49)(cid:49)(cid:56)(cid:36)(cid:47)(cid:3)(cid:48)(cid:40)(cid:40)(cid:55)(cid:44)(cid:49)(cid:42)(cid:3)
(cid:3)
(cid:48)(cid:68)(cid:92)(cid:3)20(cid:15)(cid:3)(cid:21)(cid:19)(cid:20)9(cid:3)(cid:68)(cid:87)(cid:3)(cid:28)(cid:29)(cid:19)(cid:19)(cid:3)(cid:68)(cid:17)(cid:80)(cid:17)(cid:3)
(cid:51)(cid:68)(cid:70)(cid:76)(cid:73)(cid:76)(cid:70)(cid:3)(cid:51)(cid:85)(cid:72)(cid:80)(cid:76)(cid:72)(cid:85)(cid:3)(cid:37)(cid:68)(cid:81)(cid:70)(cid:82)(cid:85)(cid:83)(cid:15)(cid:3)(cid:44)(cid:81)(cid:70)(cid:17)(cid:15)(cid:3)(cid:38)(cid:82)(cid:85)(cid:83)(cid:82)(cid:85)(cid:68)(cid:87)(cid:72)(cid:3)(cid:43)(cid:72)(cid:68)(cid:71)(cid:84)(cid:88)(cid:68)(cid:85)(cid:87)(cid:72)(cid:85)(cid:86)(cid:3)
(cid:20)(cid:26)(cid:28)(cid:19)(cid:20)(cid:3)(cid:57)(cid:82)(cid:81)(cid:3)(cid:46)(cid:68)(cid:85)(cid:80)(cid:68)(cid:81)(cid:3)(cid:36)(cid:89)(cid:72)(cid:81)(cid:88)(cid:72)(cid:15)(cid:3)(cid:54)(cid:88)(cid:76)(cid:87)(cid:72)(cid:3)(cid:20)(cid:21)(cid:19)(cid:19)(cid:3)
(cid:44)(cid:85)(cid:89)(cid:76)(cid:81)(cid:72)(cid:15)(cid:3)(cid:38)(cid:36)(cid:3)(cid:28)(cid:21)(cid:25)(cid:20)(cid:23)(cid:3)
5 Year Operating Results
2 0 1 8 A n n u a l R e p o r t
Compound Annualized
Growth Rate (CAGR)
2018
2017
2016
2015
2014
$9,000
$8,000
$7,000
$6,000
$5,000
$4,000
$3,000
$2,000
$1,000
$130.0
$110.0
$90.0
$70.0
$50.0
$30.0
$10.0
52.64%
51.79%
65.06%
27.83%
$ 8,843
$ 6,220
$ 3,249
$ 2,263
$ 1,629
$ 8,658
$ 6,086
$ 3,146
$ 2,195
$ 1,631
$ 123.3
$
$
60.1
40.1
$ 25.5
$ 16.6
$ 31.52
$ 26.86
$ 16.54
$ 13.86
$ 11.81
Total Loans
($ in millions)
Total Deposits
($ in millions)
$8,843
$6,220
$8,658
$6,086
$3,249
$2,263
$1,629
$3,146
$2,195
$1,631
2014
2015
2016
2017
2018
2014
2015
2016
2017
2018
Net Income
($ in millions)
$123.3
$60.1
$40.1
$25.5
$16.6
Book Value Per Share
$31.52
$26.86
$13.86
$11.81
$16.54
2014
2015
2016
2017
2018
2014
2015
2016
2017
2018
$9,000
$8,000
$7,000
$6,000
$5,000
$4,000
$3,000
$2,000
$1,000
$35.00
$30.00
$25.00
$20.00
$15.00
$10.00
$5.00
(As of and for the year ended, in millions)
Total
Loans
Total
Deposits
Net
Income
Book Value
Per Share
Branch Locations (as of December 31, 2018)
Corporate Information
2 0 1 8 A n n u a l R e p o r t
Arizona
Phoenix
5055 North 32nd Street
Phoenix, AZ 85018 | 602.235.0778
Tucson-Broadway
4400 East Broadway
Tucson, AZ 85711 | 520.257.4111
Tucson-Oracle Road
6400 North Oracle Road
Tucson, AZ 85704 | 520.257.4152
California
Arroyo Grande
1530 East Grand Avenue
Arroyo Grande, CA 93420 | 805.202.4432
Atascadero
7480 El Camino Real
Atascadero, CA 93422 | 805.468.4733
Cambria
2255 Main Street
Cambria, CA 93428 | 805.995.4056
Corona
102 East Sixth Street, Suite 100
Corona, CA 92879 | 951.817.7429
California (cont.)
Los Angeles-Brentwood
11661 San Vicente Boulevard
Los Angeles, CA 90049 | 310.574.2280
California (cont.)
Riverside-Tenth Street
3403 Tenth Street, Suite 100
Riverside, CA 92501 | 951.241.8983
Los Angeles-Farmers Market
110 South Fairfax Avenue
Los Angeles, CA 90036 | 323.302.5727
San Bernardino-Highland
1598 East Highland Avenue
San Bernardino, CA 92404 | 909.891.0005
Los Angeles-South Grand
333 South Grand Avenue
Los Angeles, CA 90071 | 213.261.9228
San Bernardino-Second Street
306 West Second Street, Suite 100
San Bernardino, CA 92401 | 909.891.0606
Manhattan Beach
1419 Highland Avenue
Manhattan Beach, CA 90266 | 310.341.0403
San Diego
501 West Broadway, Suite 550
San Diego, CA 92101 | 619.241.4260
Montebello
2417 West Whittier Boulevard
Montebello, CA 90640 | 323.215.1222
Morro Bay
898 Morro Bay Boulevard
Morro Bay, CA 93442 | 805.995.4355
Murrieta
40723 Murrieta Hot Springs Road
Murrieta, CA 92562 | 951.387.3360
Newport Beach
4667 MacArthur Boulevard, Suite 100
Newport Beach, CA 92660 | 949.274.9114
San Luis Obispo-Froom Ranch Way
1501 Froom Ranch Way
San Luis Obispo, CA 93405 | 805.762.4215
San Luis Obispo-Morro Street
1144 Morro Street
San Luis Obispo, CA 93401 | 805.762.4734
Santa Barbara
1035 State Street
Santa Barbara, CA 93101 | 805.979.4422
Santa Maria
1825 South Broadway
Santa Maria, CA 93454 | 805.332.4512
Templeton
1255 Las Tablas, Suite 101
Templeton, CA 93465 | 805.769.9232
Vista
905 South Santa Fe Avenue
Vista, CA 92083 | 760.298.5022
Nevada
Las Vegas
10777 West Twain Avenue, Suite 150
Las Vegas, NV 89135 | 702.425.3565
Washington
Vancouver
2001 Southeast Columbia River Drive
Suite 101
Vancouver, WA 98661 | 360.718.9056
Contact Information
Pacific Premier Bancorp, Inc.
17901 Von Karman Avenue, Suite 1200
Irvine, CA 92614 | 949.864.8000
IRinfo@ppbi.com | NASDAQ: PPBI
El Segundo
2141 Rosecrans Avenue, Suite 1100
El Segundo, CA 90245 | 310.341.2043
Orange
1045 West Katella Avenue
Orange, CA 92867 | 714.202.4644
Encinitas
781 Garden View Court, Suite 100
Encinitas, CA 92024 | 760.230.4942
Encino
16861 Ventura Boulevard, Suite 100
Encino, CA 91436 | 818.935.5342
Escondido
800 West Valley Parkway, Suite 100
Escondido, CA 92025 | 760.291.8933
Huntington Beach
19011 Magnolia Street
Huntington Beach, CA 92646 | 714.594.5404
Irvine-Main
17901 Von Karman Avenue, Suite 200
Irvine, CA 92614 | 949.336.1861
Irvine-Quartz
18200 Von Karman Avenue, Suite 150
Irvine, CA 92612 | 949.502.0593
La Jolla
875 Prospect Street
La Jolla, CA 92037 | 858.250.2990
Los Alamitos
4957 Katella Avenue, Suite B
Los Alamitos, CA 90720 | 714.252.6544
Palm Desert-El Paseo
73-745 El Paseo
Palm Desert, CA 92260 | 760.469.4718
Palm Desert-Fred Waring
78000 Fred Waring Drive, Suite 100
Palm Desert, CA 92211 | 760.610.6422
Palm Springs-Tahquitz
901 East Tahquitz Canyon Way
Palm Springs, CA 92262 | 760.660.4544
Pasadena
199 South Los Robles Avenue, Suite 130
Pasadena, CA 91101 | 626.765.3330
Paso Robles-12th Street
545 12th Street
Paso Robles, CA 93446 | 805.769.9228
Paso Robles-South River Road
400 South River Road
Paso Robles, CA 93446 | 805.769.9248
Redlands
201 East State Street
Redlands, CA 92373 | 909.742.7090
Corporate Headquarters
17901 Von Karman Avenue, Suite 1200
Irvine, CA 92614 | 949.864.8000
2 0 1 8 A n n u a l R e p o r t
17901 Von Karman Avenue, Suite 1200, Irvine, CA 92614
(949) 864-8000 | PPBI.com