Attached files
| file | filename |
|---|---|
| 8-K - 8-K - BANC OF CALIFORNIA, INC. | banc8k.htm |
| EX-99.2 - SEPARATION AND SETTLEMENT AGREEMENT - BANC OF CALIFORNIA, INC. | exhibit992.htm |
Exhibit 99.1
Banc of California Reports 2013 Third Quarter
Financial Results
Irvine, Calif. (November 8, 2013) Banc of California, Inc. (NASDAQ: BANC) (the “Company”), the holding company for Banc of California, National Association (the “Bank”), today announced financial results for the three and nine months ended September 30, 2013. For the quarter, the Company reported net loss attributable to common shareholders of $9.5 million or $0.53 per diluted common share. This compares with net income available to common shareholders of $4.4 million, or $0.36 per diluted common share, for the second quarter ended June 30, 2013, and net income available to common shareholders of $9.2 million, or $0.79 per diluted common share, for the third quarter ended September 30, 2012.
For the nine months ended September 30, 2013 the Company reported a net loss attributable to common shareholders of $4.5 million, or $0.32 per diluted common share for the first nine months of 2013. This compares with net income available to common shareholders of $8.1 million or $0.70 per diluted common share for the first nine months of 2012.
The Company’s consolidated assets totaled $3.72 billion at September 30, 2013, an increase of $1.18 billion compared with $2.54 billion at June 30, 2013, and an increase of $2.05 billion compared with $1.67 billion at September 30, 2012. Loans and leases of $2.58 billion at September 30, 2013 increased $.98 billion compared with $1.60 billion at June 30, 2013, and increased $1.37 billion compared with $1.20 billion at September 30, 2012. The increases in total assets and loans and leases receivable were primarily a result of organic loan growth, loans acquired in the acquisitions of The Private Bank of California, Beach Business Bank and Gateway Bancorp, purchases of seasoned SFR residential mortgage loans, and growth in deposits to support the previously announced deposit branch sale which closed October 4, 2013. Total deposits of $3.26 billion at September 30, 2013 represented an increase of $1.15 billion compared with $2.11 billion at June 30, 2013 and an increase of $1.93 billion compared with $1.33 billion at September 30, 2012.
Steven Sugarman, Chief Executive Officer of the Company, stated “I am inspired by the commitment, dedication, and expertise of our team. Since the beginning of the third quarter, we have completed the acquisitions of The Private Bank of California, The Palisades Group and CS Financial; consolidated our banking subsidiaries under a single national bank charter; and converted to a new core operating system. The Banc of California now exceeds $3.5 billion in assets and boasts a single, consolidated full service banking platform able to meet the needs of California’s small businesses, entrepreneurs and homeowners.”
The Company and the Bank also announced today the appointment of Mr. Sugarman as President of the Company and President and Chief Executive Officer of the Bank. Mr. Sugarman will continue to serve as Chief Executive Officer and a director of the Company and Chairman of the Bank. Mr. Sugarman’s appointments occurred concurrently with the resignation of Robert Franko as President of the Company and President and Chief Executive Officer and a director of the Bank.
The Company plans to discuss its third quarter earnings, among other items, on November 8, 2013, at 8:00 a.m., Pacific Time. All interested parties are welcome to attend the conference call at 888-339-2688, event code 53722535.
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About Banc of California, Inc.
Since 1941, Banc of California, Inc. (NASDAQ:BANC) through its banking subsidiary Banc of California, National Association, has provided banking services and home loans to businesses and families in California and the West. Today, Banc of California, Inc. has over $3.5 billion in consolidated assets and more than 60 banking locations.
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Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents filed or furnished by Banc of California, Inc. with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements and Banc of California, Inc. undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
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Source: Banc of California, Inc.
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Investor Relations Inquiries:
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Media Inquiries:
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Banc of California, Inc.
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Vectis Strategies
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Richard Herrin, (855) 361-2262
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David Herbst, (213) 973-4113 x101
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Financial Highlights
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For the three months ended,
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For the nine months ended,
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|||||
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September 30,
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June 30,
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September 30,
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September 30,
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September 30,
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||
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2013
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2013
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2012
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2013
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2012
|
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($ in thousands, except per share data)
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||||||
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Net income (loss)
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$(8,534)
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$4,363
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$9,543
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$(3,242)
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$9,181
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Net income (loss) available to common stockholders
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$(9,480)
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$4,363
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$9,215
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$(4,476)
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$8,139
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Diluted earnings (loss) per share
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$(0.53)
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$0.36
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$0.79
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$(0.32)
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$0.70
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Return on average assets
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-0.98%
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0.76%
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2.50%
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-0.17%
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1.00%
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Return on average equity
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-10.05%
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8.58%
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19.78%
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-1.77%
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6.54%
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Net Interest Margin
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3.25%
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3.93%
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3.97%
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3.56%
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3.66%
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Non-interest income
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$18,226
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$26,072
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$19,512
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$62,226
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$20,654
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Non-interest expense
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$52,304
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$39,594
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$24,456
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$121,456
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$42,617
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Provision for Loan Loss
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$2,109
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$1,918
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$1,031
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$6,195
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$2,001
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Net Charge-offs
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$(42)
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$954
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$100
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$1,513
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$2,402
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Net loans receivable
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$2,577,058
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$1,597,367
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$1,202,995
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Deposits
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$3,259,374
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$2,109,831
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$1,328,221
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Non-accrual loans
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$15,408
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$9,164
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$16,181
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Allowance for loan and lease losses to originated loans
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1.39%
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1.49%
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1.44%
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ALLL and discount to originated and non-credit impaired purchased loans, excluding purchased loan pools (1)
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1.56%
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1.59%
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1.41%
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(1) The ratios were calculated by dividing a sum of ALLL and discounts by outstanding loan balance of originated and non-credit impaired purchased loans, excluding purchased loan pools and credit impaired purchased and acquired loans
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Banc of California, Inc.
Consolidated Statements of Financial Condition
(Dollars in thousands, except per share data)
(Unaudited)
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September 30,
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June 30,
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September 30,
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2013
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2013
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2012
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ASSETS
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|||
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Cash and due from banks
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$7,951
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$8,153
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$8,867
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Interest-bearing deposits
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408,059
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454,182
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113,193
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Total cash and cash equivalents
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416,010
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462,335
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122,060
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Time deposits in financial institutions
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2,938
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2,589
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5,621
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Securities available for sale
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167,998
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106,751
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122,271
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Federal Home Loan Bank and Other Bank stock, at cost
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14,789
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10,838
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8,842
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Loans and leases receivable, net of allowance of $19,130, $16,979 and $12,379 at September 30, 2013,
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June 30, 2013 and September 30, 2012, respectively
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2,577,058
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1,597,367
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1,202,995
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Loans held for sale
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367,111
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257,949
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110,291
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Servicing rights, net
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7,603
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5,040
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2,170
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Accrued interest receivable
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10,425
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7,887
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5,312
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Other real estate owned (OREO), net
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1,383
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1,537
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8,704
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Premises and equipment, net
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61,443
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15,533
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15,492
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Premises and equipment held-for-sale
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3,080
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3,139
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-
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Bank owned life insurance investment
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18,834
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18,792
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18,649
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Deferred income tax
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5,515
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7,199
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7,441
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Goodwill
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22,086
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7,048
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7,039
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Affordable housing fund investment
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5,787
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2,874
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6,332
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Income tax receivable
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4,077
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738
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6,050
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Other intangible assets, net
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13,191
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4,740
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5,841
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Other assets
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19,045
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22,758
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14,622
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Total assets
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$3,718,373
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$2,535,114
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$1,669,732
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Deposits
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Noninterest-bearing deposits
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$418,759
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$132,855
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$88,616
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Interest-bearing deposits
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2,377,847
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1,519,948
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1,239,605
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Deposits held for sale
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462,768
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457,028
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-
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Total deposits
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3,259,374
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2,109,831
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1,328,221
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Advances from Federal Home Loan Bank
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25,000
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45,000
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86,000
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Notes payable, net
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82,224
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82,127
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34,018
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Reserve for loss reimbursements on sold loans
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4,282
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3,974
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2,665
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Accrued expenses and other liabilities
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44,913
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25,697
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27,089
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Total liabilities
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3,415,793
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2,266,629
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1,477,993
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Commitments and contingent liabilities
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SHAREHOLDERS’ EQUITY
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Preferred stock, $0.01 par value share, 50,000,000 shares authorized:
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Series A, non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 32,000 authorized, 32,000 shares issued and outstanding at September 30, 2013, June 30, 2013 and September 30, 2012
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31,934
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31,934
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31,925
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Series B, non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 10,000 shares authorized, 10,000 shares issued and outstanding at September 30, 2013; 0 shares issued and outstanding at June 30, 2013 and 0 shares issued and outstanding at September 30, 2012
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10,000
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-
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-
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Series C, 8.00% non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 40,250 shares authorized, 40,250 shares issued and outstanding at September 30, 2013; 35,000 shares issued and outstanding at June 30, 2013 and 0 shares issued and outstanding at September 30, 2012
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37,943
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33,734
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-
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Common stock, $.01 par value per share, 196,863,844 shares authorized; 18,693,092 shares issued and 17,439,562 shares outstanding at September 30, 2013; 16,134,900 shares issued and 14,976,979 shares outstanding at June 30, 2013; 11,900,952 shares issued and 10,683,327 shares outstanding at September 30, 2012
|
188
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162
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119
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Class B non-voting non-convertible Common stock, $.01 par value per share, 3,136,156 shares authorized; 579,490 shares issued and outstanding at September 30, 2013; 574,258 shares issued and outstanding at June 30, 2013; 1,090,061 shares issued and outstanding at September 30, 2012
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5
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5
|
11
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Additional paid-in capital
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230,804
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197,272
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153,467
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Retained earnings
|
17,027
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28,678
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31,477
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Treasury stock, at cost (1,253,530 shares at September 30, 2013; 1,157,921 shares at June 30, 2013; 1,217,625 shares at September 30, 2012)
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(25,455)
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(24,088)
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(25,638)
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Accumulated other comprehensive income/(loss), net
|
134
|
788
|
378
|
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Total shareholders’ equity
|
302,580
|
268,485
|
191,739
|
|
Total liabilities and shareholders’ equity
|
$3,718,373
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$2,535,114
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$1,669,732
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Banc of California, Inc.
Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)
|
Three months ended
|
Nine months ended
|
|||||
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September 30,
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June 30,
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September 30,
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September 30,
|
September
|
||
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2013
|
2013
|
2012
|
2013
|
2012
|
||
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Interest and dividend income
|
||||||
|
Loans, including fees
|
$32,061
|
$26,153
|
$15,928
|
$76,751
|
$35,060
|
|
|
Securities
|
1,292
|
369
|
708
|
2,159
|
2,139
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|
|
Dividends and other interest-earning assets
|
493
|
219
|
86
|
845
|
226
|
|
|
Total interest and dividend income
|
33,846
|
26,741
|
16,722
|
79,755
|
37,425
|
|
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Interest expense
|
||||||
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Deposits
|
5,084
|
3,303
|
1,578
|
10,386
|
4,285
|
|
|
Federal Home Loan Bank advances
|
56
|
58
|
74
|
177
|
266
|
|
|
Capital leases
|
27
|
20
|
2
|
59
|
4
|
|
|
Notes payable
|
1,736
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1,735
|
660
|
5,206
|
1,155
|
|
|
Total interest expense
|
6,903
|
5,116
|
2,314
|
15,828
|
5,710
|
|
|
Net interest income
|
26,943
|
21,625
|
14,408
|
63,927
|
31,715
|
|
|
Provision for loan and lease losses
|
2,109
|
1,918
|
1,031
|
6,195
|
2,001
|
|
|
Net interest income after provision for loan and lease losses
|
24,834
|
19,707
|
13,377
|
57,732
|
29,714
|
|
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Noninterest income
|
||||||
|
Customer service fees
|
621
|
509
|
543
|
1,676
|
1,282
|
|
|
Mortgage banking income
|
16,231
|
20,261
|
5,546
|
52,862
|
5,546
|
|
|
Other
|
1,374
|
5,302
|
13,423
|
7,688
|
13,826
|
|
|
Total noninterest income
|
18,226
|
26,072
|
19,512
|
62,226
|
20,654
|
|
|
Noninterest expense
|
||||||
|
Salaries and employee benefits
|
30,179
|
25,311
|
13,613
|
74,570
|
23,657
|
|
|
Occupancy and equipment
|
5,247
|
3,630
|
2,473
|
12,070
|
4,793
|
|
|
All other operating expenses
|
16,878
|
10,653
|
8,370
|
34,816
|
14,167
|
|
|
Total noninterest expense
|
52,304
|
39,594
|
24,456
|
121,456
|
42,617
|
|
|
Income (loss) before income taxes
|
(9,244)
|
6,185
|
8,433
|
(1,498)
|
7,751
|
|
|
Income tax (benefit) expense
|
(710)
|
1,822
|
(1,110)
|
1,744
|
(1,430)
|
|
|
Net income (loss)
|
(8,534)
|
4,363
|
9,543
|
(3,242)
|
9,181
|
|
|
Preferred stock dividends and discount accretion
|
946
|
-
|
328
|
1,234
|
1,042
|
|
|
Net income (loss) available to common shareholders
|
$(9,480)
|
$4,363
|
$9,215
|
$(4,476)
|
$8,139
|
|
|
Basic earnings (loss) per common share
|
$(0.53)
|
$0.36
|
$0.79
|
$(0.32)
|
$0.70
|
|
|
Diluted earnings (loss) per common share
|
$(0.53)
|
$0.36
|
$0.79
|
$(0.32)
|
$0.70
|
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Banc of California, Inc.
Selected Financial Data
(Dollars in thousands)
|
As of or for the three months ended,
|
As of or for the nine months ended,
|
|||||||||||
|
September 30,
|
June 30,
|
September 30,
|
September 30,
|
September 30,
|
||||||||
|
2013
|
2013
|
2012
|
2013
|
2012
|
||||||||
|
Quarterly average balance:
|
||||||||||||
|
Total assets
|
$3,439,433
|
$2,301,382
|
$1,520,310
|
$2,509,750
|
$1,227,060
|
|||||||
|
Total gross loans and leases
|
2,530,856
|
1,844,555
|
1,197,737
|
1,934,555
|
954,167
|
|||||||
|
Securities available for sale
|
221,245
|
102,880
|
123,022
|
147,459
|
111,495
|
|||||||
|
Total interest earning assets
|
3,286,840
|
2,205,484
|
1,444,985
|
2,397,486
|
1,158,604
|
|||||||
|
Total deposits
|
2,948,644
|
1,938,164
|
1,207,801
|
2,103,721
|
962,015
|
|||||||
|
Total borrowings
|
124,419
|
129,589
|
99,257
|
131,513
|
65,534
|
|||||||
|
Total shareholders’ equity
|
336,963
|
203,873
|
191,958
|
244,778
|
187,431
|
|||||||
|
Interest bearing liabilities
|
2,659,186
|
1,909,023
|
1,096,561
|
1,995,855
|
912,796
|
|||||||
|
Profitability and other ratios:
|
||||||||||||
|
Return on avg. assets (1)
|
-0.98%
|
0.76%
|
2.50%
|
-0.17%
|
1.00%
|
|||||||
|
Return on avg. equity (1)
|
-10.05%
|
8.58%
|
19.78%
|
-1.77%
|
6.54%
|
|||||||
|
Net interest margin (1)
|
3.25%
|
3.93%
|
3.97%
|
3.56%
|
3.66%
|
|||||||
|
Noninterest income to total revenue (2)
|
40.35%
|
54.66%
|
57.52%
|
49.33%
|
39.44%
|
|||||||
|
Noninterest income to avg. assets (1)
|
2.10%
|
4.54%
|
5.11%
|
3.31%
|
2.25%
|
|||||||
|
Noninterest exp. to avg. assets (1)
|
6.03%
|
6.90%
|
6.40%
|
6.47%
|
4.64%
|
|||||||
|
Efficiency ratio (3)
|
115.80%
|
83.01%
|
72.10%
|
96.28%
|
81.38%
|
|||||||
|
Avg. loans to average deposits
|
85.83%
|
95.17%
|
99.17%
|
91.96%
|
99.18%
|
|||||||
|
Average securities available for sale to average total assets
|
6.43%
|
4.47%
|
8.09%
|
5.88%
|
9.09%
|
|||||||
|
Average interest-earning assets to average interest-bearing liabilities
|
123.60%
|
115.53%
|
131.77%
|
120.12%
|
126.93%
|
|||||||
|
Average stockholders’ equity to average total assets
|
9.80%
|
8.86%
|
12.63%
|
9.75%
|
15.27%
|
|||||||
|
Asset quality information and ratios:
|
||||||||||||
|
Nonaccrual Loans, excluding PCI loans
|
$15,408
|
$9,164
|
$16,181
|
|||||||||
|
90+ delinquent loans, excluding PCI loans
|
14,100
|
10,741
|
1,479
|
|||||||||
|
Other real estate owned (OREO), net
|
1,383
|
1,537
|
8,704
|
|||||||||
|
Net loan charge-offs
|
(42)
|
954
|
100
|
$1,513
|
$2,402
|
|||||||
|
Allowance for loan and lease losses:
|
||||||||||||
|
Originated loans
|
$17,416
|
$16,199
|
$11,663
|
|||||||||
|
Non-credit impaired loans acquired through business acquisitions
|
1,402
|
468
|
716
|
|||||||||
|
Non-credit impaired purchased loan pools
|
-
|
-
|
-
|
|||||||||
|
Credit impaired acquired and purchased loan pools
|
312
|
312
|
-
|
|||||||||
|
Total allowance for loan and lease losses
|
$19,130
|
$16,979
|
$12,379
|
|||||||||
|
Discount
|
||||||||||||
|
Non-credit impaired loans acquired through business acquisitions
|
$9,003
|
$3,395
|
$3,257
|
|||||||||
|
Non-credit impaired purchased loan pools
|
38,002
|
16,237
|
-
|
|||||||||
|
Credit impaired acquired and purchased loan pools
|
110,081
|
74,460
|
54,458
|
|||||||||
|
Total discount
|
$157,086
|
$94,092
|
$57,715
|
|||||||||
|
Loans:
|
||||||||||||
|
Originated loans
|
$1,252,673
|
$1,086,271
|
$810,010
|
|||||||||
|
Non-credit impaired loans acquired through business acquisitions
|
525,797
|
177,165
|
300,836
|
|||||||||
|
Non-credit impaired purchased loan pools
|
468,590
|
212,952
|
-
|
|||||||||
|
Credit impaired acquired and purchased loan pools
|
349,128
|
137,958
|
104,528
|
|||||||||
|
Total loans
|
$2,596,188
|
$1,614,346
|
$1,215,374
|
|||||||||
|
ALLL to originated loans
|
1.39%
|
1.49%
|
1.44%
|
|||||||||
|
ALLL and discount to originated and non-credit impaired purchased loans, excluding purchased loan pools (4)
|
1.56%
|
1.59%
|
1.41%
|
|||||||||
|
(1) Ratios are presented on an annualized basis
|
||||||||||||
|
(2) Total revenue is equal to the sum of net interest income before provision and noninterest income
|
||||||||||||
|
(3) Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income before provision for loan losses and noninterest income
|
||||||||||||
|
(4) The ratios were calculated by dividing a sum of ALLL and discounts by outstanding loan balance of originated and non-credit impaired acquired
|
||||||||||||
|
loans, excluding purchased loan pools and credit impaired purchased and acquired loans
|
||||||||||||
Banc of California, Inc.
Selected Quarterly Financial Data
(Dollars in thousands, except per share data)
|
September 30,
|
June 30,
|
September 30,
|
|
|
2013
|
2013
|
2012
|
|
|
Capital Ratios
|
|||
|
Banc of California, Inc.
|
|||
|
Total risk-based capital ratio:
|
12.64%
|
19.34%
|
11.47%
|
|
Tier 1 risk-based capital ratio:
|
11.58%
|
18.08%
|
14.36%
|
|
Tier 1 leverage ratio:
|
7.82%
|
11.16%
|
15.61%
|
|
PacTrust Bank
|
|||
|
Total risk-based capital ratio:
|
15.39%
|
19.78%
|
17.41%
|
|
Tier 1 risk-based capital ratio:
|
14.14%
|
18.52%
|
16.15%
|
|
Tier 1 leverage ratio:
|
8.11%
|
10.03%
|
11.22%
|
|
The Private Bank of California
|
|||
|
Total risk-based capital ratio:
|
11.55%
|
16.79%
|
14.36%
|
|
Tier 1 risk-based capital ratio:
|
11.06%
|
15.88%
|
14.15%
|
|
Tier 1 leverage ratio:
|
8.34%
|
11.94%
|
10.76%
|
|
Tangible common equity to tangible assets ratio is supplemental financial information determined by a method other than in accordance with U.S. generally accepted accounting principles ("GAAP"). This non-GAAP measure is used by management in the analysis of Banc of California, Inc.’s. capital strength. Tangible equity is calculated by subtracting goodwill and other intangible assets from total stockholders' equity. Banking and financial institution regulators also exclude goodwill and other intangible assets from total stockholders' equity when assessing the capital adequacy of a financial institution. Management believes the presentation of this financial measure excluding the impact of these items provides useful supplemental information that is essential to a proper understanding of the capital strength of Banc of California, Inc. This disclosure should not be viewed as a substitution for results determined in accordance with GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.
The following table reconciles this non-GAAP performance measure to the GAAP performance measure for the periods indicated:
|
|||
|
September 30,
|
June 30,
|
September 30,
|
|
|
2013
|
2013
|
2012
|
|
|
Non-GAAP performance measure
|
|||
|
Tangible common equity to tangible assets ratio
|
|||
|
Total assets
|
$3,718,373
|
$2,535,114
|
$1,669,732
|
|
Less goodwill
|
(22,086)
|
(7,048)
|
(7,039)
|
|
Less other intangible assets
|
(13,191)
|
(4,740)
|
(5,841)
|
|
Tangible assets
|
$3,683,096
|
$2,523,326
|
$1,656,852
|
|
Total stockholders' equity
|
$302,580
|
$268,485
|
$191,739
|
|
Less preferred stock
|
(79,877)
|
(65,668)
|
(31,925)
|
|
Less goodwill
|
(22,086)
|
(7,048)
|
(7,039)
|
|
Less other intangible assets
|
(13,191)
|
(4,740)
|
(5,841)
|
|
Tangible stockholders' equity
|
$187,426
|
$191,029
|
$146,934
|
|
Total stockholders' equity to total assets
|
8.14%
|
10.59%
|
11.48%
|
|
Tangible stockholders' equity to tangible assets
|
5.09%
|
7.57%
|
8.87%
|
|
Common stock outstanding
|
17,439,562
|
14,976,979
|
10,683,327
|
|
Class B non-voting non-convertible common stock outstanding
|
579,490
|
574,258
|
1,090,061
|
|
Total common stock outstanding
|
18,019,052
|
15,551,237
|
11,773,388
|
|
Tangible common equity per common stock
|
$10.40
|
$12.28
|
$12.48
|