The following is management's discussion and analysis of the major factors that
influenced our results of operations and financial condition as of and for the
three months ended March 31, 2022. This analysis should be read in conjunction
with our Annual Report on Form 10-K for the year ended December 31, 2021 and
with the unaudited consolidated financial statements and notes thereto set forth
in this Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2022.


Executive Overview

We are focused on providing core banking products and services, including
customized and innovative banking and lending solutions, designed to cater to
the unique needs of California's diverse businesses, entrepreneurs and
communities through our 32 full service branches in Orange, Los Angeles, San
Diego, and Santa Barbara Counties. Through our over 670 dedicated professionals,
we are committed to servicing and building enduring relationships by providing a
higher standard of banking. We offer a variety of financial products and
services designed around our target clients in order to serve their banking and
financial needs. We continue to grow average loans and earning assets, improve
our deposit mix, reduce our cost of deposits, and maintain disciplined expense
control. Strong loan production helped to offset runoff in certain legacy areas
of our portfolio. Our loan pipeline is steadily building which is expected to
support continued loan and earning asset growth through the year, assuming
improving economic trends continue.

On October 18, 2021, we announced the completion of our merger with Pacific Mercantile Bancorp. Through these efforts, we continue to transform our franchise into a relationship-focused community bank, maintaining our credit quality and serving businesses, entrepreneurs and individuals within our footprint.

Financial Highlights



For the first quarter of 2022, net income was $48.5 million and net income
available to common stockholders was $43.3 million, or $0.69 per diluted common
share. This compares to net income of $5.8 million and net income available to
common stockholders of $4.0 million, or $0.07 per diluted common share, for the
fourth quarter of 2021; and net income of $14.4 million and net income available
to common stockholders of $7.8 million, or $0.15 per diluted common share for
the first quarter of 2021. The first quarter of 2022 net income available to
common stockholders included a $31.3 million pre-tax recovery from the
settlement of a previously charged-off loan and a $3.7 million after-tax charge
related to the redemption of Series E Preferred Stock. The fourth quarter of
2021 included $13.5 million of pre-tax merger costs and $11.3 million of
provision for credit losses for the loans acquired in the Pacific Mercantile
Bancorp (PMB) acquisition. The first quarter of 2021 included $700 thousand of
pre-tax merger costs and a $3.3 million after-tax charge related to the
redemption of Series D Preferred Stock.

Financial results for the first quarter of 2022 included:



•Return on average assets of 2.09%, up from 0.24% in the fourth quarter of 2021
•Pre-tax pre-provision return on average assets of 1.54%, up from 0.84% in the
fourth quarter of 2021
•Adjusted pre-tax pre-provision return on average assets of 1.55%, up from 1.39%
in the fourth quarter of 2021
•Net interest margin of 3.51%, an increase of 23 basis points from the fourth
quarter of 2021
•Noninterest-bearing deposits represented 40% of total deposits at March 31,
2022, up from 28% a year earlier
•Average cost of total deposits of 0.08%, a 3 basis point decrease from the
fourth quarter of 2021
•Redemption of all Series E Preferred Stock for total consideration of $98.7
million
•Repurchase of $4.3 million of common stock under a $75 million authorization
announced on March 15, 2022
•Allowance for credit losses at 1.32% of total loans and 181% of non-performing
loans
•Common Equity Tier 1 capital at 11.40%

COVID-19 Operational Update



The markets in which we operate are impacted by continuing uncertainty about the
pace and strength of reopening and recovering from the COVID-19 pandemic.
Despite the challenges created by the pandemic, we continue to execute on our
strategic initiatives and the transformation of our balance sheet. We continue
to operate 28 of our 32 branches as we temporarily closed some overlapping areas
at the beginning of the pandemic to ensure an adequate balance between employee
and client safety and business continuity to meet our clients' banking needs. We
have adopted a hybrid workplace environment, allowing many of our employees
outside of our branches the flexibility to continue to work remotely. We
encourage our employees to get vaccinated and we continue to monitor all
federal, state, and local laws to ensure we are in compliance with the latest
health orders.
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As of March 31, 2022, we have helped businesses through the funding of $411
million in PPP loans and continue to support our clients as we work with them
through the forgiveness process. Prior to acquisition, PMB originated $390
million in PPP loans. At March 31, 2022, outstanding PPP loans totaled $58.3
million, net of fees, of which $13.9 million related to round one and $44.4
million related to round two of the SBA program.

Borrower Payment Relief Efforts



We have been committed to supporting our customers during this period of
economic uncertainty. We actively engaged with our borrowers seeking payment
relief and waived certain fees for impacted clients. One method we deployed was
to offer forbearance and deferments to qualified clients.  For single-family
residential mortgage loans, the forbearance period was initially 90 days in
length and was patterned after the HUD guidelines where applicable.  With
respect to our non-SFR loan portfolio, the forbearance and deferment periods
were also initially 90 days in length and were permitted to be extended. For
those commercial borrowers that demonstrated a continuing need for a deferral,
we generally obtained credit enhancements such as additional collateral,
personal guarantees, and/or reserve requirements in order to grant an additional
deferral period. At this time, we no longer offer COVID-related deferments or
forbearances.

For a discussion of the risk factors related to COVID-19, please refer to Part
II, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2021.

Other Efforts

We continue to support and seek to meet the immediate needs of the most
vulnerable members of our community. We do this by providing donations, grants
and sponsorships that support affordable housing, workforce and economic
development and community services. Our employee volunteers have continued to
provide financial literacy classes in a virtual environment as well as
developing a virtual tour of the Bank's headquarters that introduces students to
a variety of different career paths and business unit leaders.

CRITICAL ACCOUNTING ESTIMATES



We follow accounting and reporting policies and procedures that conform, in all
material respects, to GAAP and to practices generally applicable to the
financial services industry, the most significant of which are described in Note
1 - Summary of Significant Accounting Policies of the Notes to Consolidated
Financial Statements included in Item 8 of our Annual Report on Form 10-K for
the year ended December 31, 2021 filed with the SEC. The preparation of
Consolidated Financial Statements in conformity with GAAP requires management to
make judgments and accounting estimates that affect the amounts reported for
assets, liabilities, revenues and expenses on the Consolidated Financial
Statements and accompanying notes, and amounts disclosed as contingent assets
and liabilities. While we base estimates on historical experience, current
information and other factors deemed to be relevant, actual results could differ
from those estimates.

Accounting estimates are necessary in the application of certain accounting
policies and procedures that are particularly susceptible to significant change.
Critical accounting policies are defined as those that require the most complex
or subjective judgment and are reflective of significant uncertainties, and
could potentially result in materially different results under different
assumptions and conditions. Management has identified our most critical
accounting policies and accounting estimates as: investment securities,
allowance for credit losses, business combinations, valuation of acquired loans,
goodwill and deferred income taxes. See Note 1 - Summary of Significant
Accounting Policies of the Notes to Consolidated Financial Statements
(Unuadited) included in Item 1 for a description of these policies.

Investment Securities. Held-to-maturity debt securities are carried at amortized
cost and available-for-sale debt securities are carried at fair value. These
securities are analyzed for credit deterioration under ASC 326, which requires
the Company to determine whether impairment exists as of the reporting date and
whether that impairment is due to credit deterioration. An allowance for credit
losses would be established for losses on held-to-maturity and
available-for-sale debt securities due to credit losses and would be reported as
a component of provision for credit losses.
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The valuation of investment securities considers observable data such as dealer
quotes, market spreads, cash flows, yield curves, live trading levels, trade
execution data, market consensus prepayment speeds, credit information, and
respective terms and conditions for debt instruments. We employ procedures to
monitor the pricing service's assumptions and establish processes to challenge
the pricing service's valuations that appear unusual or unexpected. Multiple
quotes or prices may be obtained in this process and we determine which fair
value is most appropriate based on market information and analysis. Quotes
obtained through this process are generally non-binding. We follow established
procedures to ensure that assets and liabilities are properly classified in the
fair value hierarchy. All securities available-for-sale were classified as Level
2 at March 31, 2022 and December 31, 2021. When a market is illiquid or there is
a lack of transparency around the inputs to valuation, including at least one
unobservable input, the securities are classified as Level 3 and reliance is
placed upon internally developed models and management's judgment and evaluation
for valuation. We had no securities available-for-sale classified as Level 3 at
March 31, 2022 and December 31, 2021.

The estimates used to determine the fair values of investment securities can be
complex and require judgment. These critical estimates are difficult to predict
and may result in credit losses in future periods if actual results materially
differ from the estimated assumptions utilized in our valuation of these assets.

Allowance for Credit Losses ("ACL"). The ACL is estimated on a quarterly basis
and represents management's estimate of current expected credit losses ("CECL")
in our loan portfolio. The ACL estimate is based on the accounting standard
commonly known as CECL. Under the CECL method, pools of loans with similar risk
characteristics are collectively evaluated while loans that no longer share risk
characteristics with loan pools are evaluated individually. Collective loss
estimates are determined by applying loss factors, designed to estimate current
expected credit losses, to amortized cost balances over the remaining life of
the collectively evaluated portfolio. The allowance for loan losses includes
qualitative adjustments to bring the allowance to the level management believes
is appropriate based on factors that have not otherwise been fully accounted
for, including those described in the federal banking agencies' joint
interagency policy statement on ALL. These factors include, among others,
inherent imprecision in forecasting economic variables, including determining
the depth and duration of economic cycles and their impact to relevant economic
variables; qualitative adjustments based on our evaluation of different forecast
scenarios and known recent events impacting relevant economic variables; data
factors that address the risk that certain model inputs may not reflect all
available information including (i) risk factors that have not been fully
addressed in internal risk ratings, (ii) changes in lending policies and
procedures, (iii) changes in the level and quality of experience held by lending
management, (iv) imprecision in the risk rating system and (v) limitations in
data available for certain loan portfolios. The ACL process also includes
challenging and calibrating the model and model results against observed
information, trends and events within the loan portfolio, among others. The ACL
and provision for credit losses include amounts and changes from both the
allowance for loan losses and the reserve for unfunded commitments.

Business Combinations. Business combinations are accounted for using the
acquisition method of accounting under ASC Topic 805 - Business Combinations.
Under the acquisition method, the Company measures the identifiable assets
acquired, including identifiable intangible assets, and liabilities assumed in a
business combination at fair value on acquisition date. Goodwill is generally
determined as the excess of the fair value of the consideration transferred,
over the fair value of the net assets acquired and liabilities assumed as of the
acquisition date.

The estimates used to determine the fair values of assets and liabilities
acquired in a business combination can be complex and require judgment. For
example, we generally value core deposit intangible assets using a discounted
cash flow approach, which require a number of critical estimates that include,
but are not limited to, future expected cash flows from depositor relationships,
expected "decay" rates, and the determination of discount rates. These critical
estimates are difficult to predict and may result in impairment charges in
future periods if actual results materially differ from the estimated
assumptions utilized in our initial valuation of net assets and liabilities
acquired.

Goodwill. Goodwill represents the excess purchase price of businesses acquired
over the fair value of the identifiable net assets acquired. Goodwill is not
subject to amortization and is evaluated for impairment at least annually,
normally during the fourth fiscal quarter, or more frequently in the interim if
events occur or circumstances change indicating impairment may have occurred.
The determination of whether impairment has occurred is based on an assessment
of several factors, including, but not limited to, operating results, business
plans, economic projections, anticipated future cash flows, and current market
data. Any impairment identified as part of this testing is recognized through a
charge to noninterest expense.

The assessment of impairment discussed above incorporate inherent uncertainties,
including projected operating results and future market conditions, which are
often difficult to predict and may result in impairment charges in future
periods if actual results materially differ from the estimated assumptions
utilized in our forecasts.

Acquired Loans. At acquisition date, loans are evaluated to determine whether
they meet the criteria of a purchased credit-deteriorated ("PCD") loan. PCD
loans are loans that in management's judgement have experienced more than
insignificant deterioration in credit quality since origination. Factors that
indicate a loan may have experienced more than insignificant credit
deterioration include delinquency, downgrades in credit rating, non-accrual
status, and other negative factors identified by
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management at the time of initial assessment. PCD loans are initially recorded
at fair value, with the resulting non-credit discount or premium being amortized
or accreted into interest income using the interest method. In addition to the
fair value adjustment, at the date of acquisition, an ACL is established with a
corresponding increase to the overall acquired loan balance. This initial ACL is
determined using the Company's current expected credit losses methodology.

Acquired loans that are not considered PCD loans ("non-PCD loans") are also
recognized at fair value at the acquisition date, with the resulting credit and
non-credit discount or premium being amortized or accreted into interest income
using the interest method. In addition to the fair value adjustment, at the time
of acquisition, the Company establishes an initial ACL for acquired non-PCD
loans through a charge to the provision for credit losses. This initial ACL is
determined using the Company's current expected credit losses methodology.

Subsequent to acquisition date, the ACL for both PCD and non-PCD loans is determined using the same methodology to determine current expected credit losses that is applied to all other loans.



The estimates used to determine the fair values of non-PCD and PCD acquired
loans can be complex and require significant judgment regarding items such as
default rates, timing and amount of future cash flows, prepayment rates and
other factors. These critical estimates are difficult to predict and may result
in provisions for credit losses in future periods if actual losses materially
differ from the estimated assumptions utilized in our initial valuation of
acquired loans.

Deferred Taxes. Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Deferred tax assets are also
recognized for operating loss and tax credit carryforwards. Accounting guidance
requires that companies assess whether a valuation allowance should be
established against the deferred tax assets based on the consideration of all
available evidence using a "more likely than not" standard. 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
will continue to evaluate both positive and negative evidence on a quarterly
basis, including considering the four possible sources of future taxable income,
such as future reversal of existing taxable temporary differences, future
taxable income exclusive of reversing temporary differences and carryforwards,
taxable income in prior carryback year(s), and future tax planning strategies.

Although we believe our assessments of the realizability of deferred income taxes are reasonable, no assurance can be given that their realizability will not be different from that which is reflected in our net deferred tax asset balance.



Tax positions that are uncertain but meet a more-likely-than-not recognition
threshold are initially and subsequently measured as the largest amount of tax
benefit that has a greater than 50% likelihood of being realized upon settlement
with a taxing authority that has full knowledge of all relevant information. The
determination of whether or not a tax position meets the more likely than not
recognition threshold considers the facts, circumstances and information
available at the reporting date and is subject to management's judgment.

We regularly assess the likelihood of adverse outcomes resulting from these
examinations to determine the adequacy of our provision for income taxes.
Although we believe our reserves are reasonable, no assurance can be given that
the final tax outcome of these matters will not be different from that which is
reflected in our historical income tax provisions and accruals. We adjust these
reserves in light of changing facts and circumstances, such as the closing of a
tax audit or the refinement of an estimate. To the extent that the final tax
outcome of these matters is different than the amounts recorded, such
differences will affect the provision for income taxes in the period in which
such determination is made.

Recent Accounting Pronouncements Not Yet Adopted



Our recent accounting pronouncements not yet adopted are described in Note 1 to
Consolidated Financial Statements in the Company's Annual Report on Form 10-K
for the year ended December 31, 2021 and in Note 1 Consolidated Financial
Statements (unaudited) included in Part I of this Quarterly Report on Form 10-Q.



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Non-GAAP Financial Measures



Under Item 10(e) of SEC Regulation S-K, public companies disclosing financial
measures in filings with the SEC that are not calculated in accordance with GAAP
must also disclose, along with each non-GAAP financial measure, certain
additional information, including a presentation of the most directly comparable
GAAP financial measure, a reconciliation of the non-GAAP financial measure to
the most directly comparable GAAP financial measure, as well as a statement of
the reasons why the company's management believes that presentation of the
non-GAAP financial measure provides useful information to investors regarding
the company's financial condition and results of operations and, to the extent
material, a statement of the additional purposes, if any, for which the
company's management uses the non-GAAP financial measure.

Tangible assets, tangible equity, tangible common equity, tangible equity to
tangible assets, tangible common equity to tangible assets, tangible common
equity per share, return on average tangible common equity, adjusted noninterest
expense, adjusted noninterest expense to average total assets, pre-tax
pre-provision (PTPP) income, adjusted PTPP income, PTPP income (loss) ROAA,
adjusted PTPP income ROAA, efficiency ratio, adjusted efficiency ratio, adjusted
net income, adjusted net income available to common stockholders, adjusted
diluted earnings per share (EPS) and adjusted return on average assets (ROAA)
constitute supplemental financial information determined by methods other than
in accordance with GAAP. These non-GAAP measures are used by management in its
analysis of the Company's performance.

Tangible assets and tangible equity are calculated by subtracting goodwill and
other intangible assets from total assets and total equity. Tangible common
equity is calculated by subtracting preferred stock from tangible equity. Return
on average tangible common equity is computed by dividing net income (loss)
available to common stockholders, after adjustment for amortization of
intangible assets, by average tangible common equity. Banking regulators also
exclude goodwill and other intangible assets from stockholders' equity when
assessing the capital adequacy of a financial institution.

PTPP income is calculated by adding net interest income and noninterest income
(total revenue) and subtracting noninterest expense. Adjusted PTPP income is
calculated by adding total revenue and subtracting adjusted noninterest expense.
PTPP income ROAA is computed by dividing annualized PTPP income by average
assets. Adjusted PTPP income ROAA is computed by dividing annualized adjusted
PTPP income by average assets. Efficiency ratio is computed by dividing
noninterest expense by total revenue. Adjusted efficiency ratio is computed by
dividing adjusted noninterest expense by total revenue.

Adjusted net income is calculated by adjusting net income for tax-effected
noninterest expense adjustments and the tax impact from the exercise of stock
appreciation rights for the periods indicated. Adjusted ROAA is computed by
dividing annualized adjusted net income by average assets. Adjusted net income
available to common stockholders is computed by removing the impact of preferred
stock redemptions from adjusted net income. Adjusted diluted earnings per share
is computed by dividing adjusted net income available to common stockholders by
the weighted average diluted common shares outstanding.

Management believes the presentation of these non-GAAP financial measures
provide useful supplemental information that is essential to a proper
understanding of the financial results and operating performance of the Company.
This disclosure should not be viewed as a substitute 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 tables provide reconciliations of the non-GAAP measures with financial measures defined by GAAP.


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(Dollars in thousands, except per share data)                          March 31,           December 31,
(Unaudited)                                                               2022                 2021
Tangible common equity, and tangible common equity to tangible
assets ratio
Total assets                                                         $ 9,583,540          $ 9,393,743
Less goodwill                                                            (95,127)             (94,301)
Less other intangible assets                                              (4,990)              (6,411)
Tangible assets(1)                                                   $ 

9,483,423 $ 9,293,031



Total stockholders' equity                                           $   979,009          $ 1,065,290
Less preferred stock                                                           -              (94,956)
Total common stockholders' equity                                    $   

979,009 $ 970,334



Total stockholders' equity                                           $   979,009          $ 1,065,290
Less goodwill                                                            (95,127)             (94,301)
Less other intangible assets                                              (4,990)              (6,411)
Tangible equity(1)                                                       878,892              964,578
Less preferred stock                                                           -              (94,956)
Tangible common equity(1)                                            $   

878,892 $ 869,622



Total stockholders' equity to total assets                                 10.22  %             11.34  %
Tangible equity to tangible assets(1)                                       9.27  %             10.38  %
Tangible common equity to tangible assets(1)                                9.27  %              9.36  %

Common shares outstanding                                             62,077,312           62,188,206
Class B non-voting non-convertible common shares outstanding             477,321              477,321
Total common shares outstanding                                       62,554,633           62,665,527

Book value per common share                                          $     15.65          $     15.48
Tangible common equity per common share(1)                           $     14.05          $     13.88


(1)Non-GAAP measure.
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                                                                       Three Months Ended
(Dollars in thousands)                                      March 31,           December 31,                     March 31,
(Unaudited)                                                    2022                 2021                            2021
Return on tangible common equity
Average total stockholders' equity                        $ 1,049,912          $ 1,035,782                      $ 888,174
Less average preferred stock                                  (75,965)             (94,956)                      (164,895)
Average total common stockholders' equity                     973,947              940,826                        723,279
Less average goodwill                                         (94,307)             (86,911)                       (37,144)
Less average other intangible assets                           (6,224)              (4,994)                        (2,517)
Average tangible common equity(1)                         $   873,416          $   848,921                      $ 683,618

Net income available to common stockholders               $    43,345          $     4,024                      $   7,825
Add amortization of intangible assets                             441                  430                            282

Less tax effect on amortization of intangible assets(2)           (93)                 (90)                           (59)
Net income available to common stockholders(1)            $    43,693          $     4,364                      $   8,048

Return on average equity                                        18.74  %              2.20  %                        6.56  %
Return on average tangible common equity(1)                     20.29  %              2.04  %                        4.77  %


(1)Non-GAAP measure.
(2)Adjustments shown net of a statutory Federal tax rate of 21%.


                                                                    Three Months Ended
(Dollars in thousands)                                     March 31,           December 31,                      March 31,
(Unaudited)                                                   2022                 2021                             2021

Adjusted noninterest expense



Total noninterest expense                                $    46,596          $    58,127                      $    46,735

Noninterest expense adjustments:



Professional recoveries (fees)                                   106                 (642)                            (721)
Merger-related costs                                               -              (13,469)                            (700)

Noninterest expense adjustments before (loss) gain in alternative energy partnership investments

                       106              (14,111)                          (1,421)
(Loss) gain in alternative energy partnership
investments                                                     (158)               1,220                           (3,630)
Total noninterest expense adjustments                            (52)             (12,891)                          (5,051)
Adjusted noninterest expense(1)                          $    46,544          $    45,236                      $    41,684

Average assets                                           $ 9,392,305          $ 9,331,955                      $ 7,860,952
Noninterest expense to average total assets                     2.01  %              2.47  %                          2.41  %

Adjusted noninterest expense to average total assets(1) 2.01 %


         1.92  %                          2.15  %


(1)Non-GAAP measure.


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                                                                    Three Months Ended
(Dollars in thousands)                                     March 31,           December 31,                      March 31,
(Unaudited)                                                   2022                 2021                             2021
Adjusted pre-tax pre-provision income
Net interest income                                      $    76,441          $    73,039                      $    57,916
Noninterest income                                             5,910                4,860                            4,381
Total revenue                                                 82,351               77,899                           62,297
Noninterest expense                                           46,596               58,127                           46,735
Pre-tax pre-provision income(1)                          $    35,755          $    19,772                      $    15,562

Total revenue                                            $    82,351          $    77,899                      $    62,297

Noninterest expense                                           46,596               58,127                           46,735
Total noninterest expense adjustments                            (52)             (12,891)                          (5,051)
Adjusted noninterest expense(1)                               46,544               45,236                           41,684
Adjusted pre-tax pre-provision income(1)                 $    35,807          $    32,663                      $    20,613

Average assets                                           $ 9,392,305          $ 9,331,955                      $ 7,860,952
Pre-tax pre-provision income ROAA(1)                            1.54  %              0.84  %                          0.80  %
Adjusted pre-tax pre-provision income ROAA(1)                   1.55  %              1.39  %                          1.06  %
Efficiency ratio(1)                                            56.58  %             74.62  %                         75.02  %
Adjusted efficiency ratio(1)                                   56.52  %             58.07  %                         66.91  %


(1)Non-GAAP measure.

                                                                     Three Months Ended
                                                            March 31,           December 31,                      March 31,
                                                               2022                 2021                             2021
Adjusted net income
Net income(1)(2)                                          $    48,512          $     5,751                      $    14,375
Adjustments:

Noninterest expense adjustments                                    52               12,891                            5,051

Tax impact of adjustments above(3)                                (15)              (3,811)                          (1,493)
Tax impact from exercise of stock appreciation rights               -                    -                           (2,093)
Adjustments to net income                                          37                9,080                            1,465
Adjusted net income(4)                                    $    48,549          $    14,831                      $    15,840

Average assets                                            $ 9,392,305          $ 9,331,955                      $ 7,860,952
ROAA                                                             2.09  %              0.24  %                          0.74  %
Adjusted ROAA(4)                                                 2.10  %              0.63  %                          0.82  %

Adjusted net income available to common stockholders Net income available to common stockholders

$    43,345          $     4,024                      $     7,825
Adjustments to net income                                          37                9,080                            1,465
Adjustments for impact of preferred stock redemption            3,747                    -                            3,347

Adjusted net income available to common stockholders(4) $ 47,129

    $    13,104                      $    12,637

Average diluted common shares                              62,906,003           60,690,046                       50,750,522
Diluted EPS                                               $      0.69          $      0.07                      $      0.15
Adjusted diluted EPS(4)(5)                                $      0.75          $      0.22                      $      0.25


(1)Net income for the three months ended March 31, 2022 includes a $31.3 million
pre-tax reversal of credit losses due to the recovery from the settlement of a
previously charged-off loan; there is no similar recovery in any of the other
periods presented. The Bank previously recognized a $35.1 million charge-off for
this loan during the third quarter of 2019.
(2)Net income for the three months ended December 31, 2021 includes an $11.3
million pre-tax charge for the expected lifetime credit losses for non-purchased
credit deteriorated loans acquired in the PMB Acquisition; there is no similar
charge in any of the other periods presented.
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(3)Tax impact of adjustments shown at an effective tax rate of 29.6%.
(4)Non-GAAP measure.
(5)Represents adjusted net income available to common stockholders divided by
average diluted common shares.


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RESULTS OF OPERATIONS

Net Interest Income

The following table presents interest income, average interest-earning assets,
interest expense, average interest-bearing liabilities, and their corresponding
yields and costs expressed both in dollars and rates for the three months ended
March 31, 2022, December 31, 2021 and March 31, 2021:

                                                                                                                                      Three Months Ended
                                                                      March 31, 2022                                                   December 31, 2021                                                  March 31, 2021
                                                                        Interest and                                                        Interest and           Yield/                                   Interest and
($ in thousands)                                Average Balance           Dividends            Yield/Cost           Average Balance           Dividends             Cost            Average Balance           Dividends            Yield/Cost
Interest-earning assets:
Total loans(1)(2)                              $     7,262,774          $   76,234                   4.26  %       $     6,947,336          $   73,605               4.20  %       $     5,784,041          $   61,345                   4.30  %
Securities                                           1,292,079               7,309                   2.29  %             1,290,664               6,934               2.13  %             1,236,138               6,501                   2.13  %
Other interest-earning assets (3)                      265,339                 726                   1.11  %               593,739               1,034               0.69  %               336,443                 772                   0.93  %
Total interest-earning assets                        8,820,192              84,269                   3.87  %             8,831,739              81,573               3.66  %             7,356,622              68,618                   3.78  %
Allowance for loan losses                              (92,618)                                                            (92,367)                                                        (81,111)
BOLI and noninterest-earning assets (4)                664,731                                                             592,583                                                         585,441
Total assets                                   $     9,392,305                                                     $     9,331,955                                                 $     7,860,952
Interest-bearing liabilities:
Interest-bearing checking                      $     2,409,262                 641                   0.11  %       $     2,461,397                 693               0.11  %       $     2,140,314                 901                   0.17  %

Savings and money market                             1,673,244                 510                   0.12  %             1,780,483               1,078               0.24  %             1,654,525               2,390                   0.59  %
Certificates of deposit                                508,244                 237                   0.19  %               610,766                 301               0.20  %               720,180                 995                   0.56  %
Total interest-bearing deposits                      4,590,750               1,388                   0.12  %             4,852,646               2,072               0.17  %             4,515,019               4,286                   0.38  %
FHLB advances                                          459,749               2,953                   2.60  %               407,122               2,977               2.90  %               446,618               3,112                   2.83  %

Other borrowings                                       116,495                  55                   0.19  %                27,300                   7               0.10  %                 4,127                   2                   0.20  %
Long-term debt                                         274,417               3,432                   5.07  %               270,879               3,478               5.09  %               256,361               3,302                   5.22  %
Total interest-bearing liabilities                   5,441,411               7,828                   0.58  %             5,557,947               8,534               0.61  %             5,222,125              10,702                   0.83  %
Noninterest-bearing deposits                         2,795,633                                                           2,614,712                                                       1,653,517
Noninterest-bearing liabilities                        105,349                                                             123,514                                                          97,136
Total liabilities                                    8,342,393                                                           8,296,173                                                       6,972,778
Total stockholders' equity                           1,049,912                                                           1,035,782                                                         888,174
Total liabilities and stockholders'
equity                                         $     9,392,305                                                     $     9,331,955                                                 $     7,860,952
Net interest income/spread                                              $   76,441                   3.29  %                                $   73,039               3.05  %                                $   57,916                   2.95  %
Net interest margin (5)                                                                              3.51  %                                                         3.28  %                                                             3.19  %

Ratio of interest-earning assets to
interest-bearing liabilities                               162  %                                                              159  %                                                          141  %
Total deposits(6)                                    7,386,383               1,388                   0.08  %             7,467,358               2,072               0.11  %             6,168,536               4,286                   0.28  %
Total funding (7)                                    8,237,044               7,828                   0.39  %             8,172,659               8,534               0.41  %             6,875,642              10,702                   0.63  %

(1)Includes average loans held for sale of $3.4 million, $3.3 million and $1.4 million for the three months ended March 31, 2022, December 31, 2021 and March 31, 2021, respectively, which are included in other assets in the accompanying consolidated balance sheets.


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(2)Total loans are net of deferred fees, related direct costs, premiums and
discounts. Nonaccrual loans are included in the average balance. Interest income
includes net accretion of deferred loan fees of $1.1 million, $1.6 million and
$1.4 million and net amortization of premium on purchased loans of $(954)
thousand, $(2.0) million and $(411) thousand for the three months ended
March 31, 2022, December 31, 2021 and March 31, 2021, respectively.

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

(4)Includes average balance of bank-owned life insurance of $124.0 million, $121.2 million and $112.0 million for the three months ended March 31, 2022, December 31, 2021 and March 31, 2021.

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

(6)Total deposits is the sum of interest-bearing deposits and noninterest-bearing deposits. The cost of total deposits is calculated as annualized total interest expense on deposits divided by average total deposits.

(7)Total funding is the sum of interest-bearing liabilities and noninterest-bearing deposits. The cost of total funding is calculated as annualized total interest expense divided by average total funding.

Three Months Ended March 31, 2022 Compared to Three Months Ended December 31, 2021

Net interest income increased $3.4 million to $76.4 million for the first quarter due to higher yield on interest-earning assets and lower average balances and costs of interest-bearing liabilities, partially offset by lower average interest-earning assets and two less days during the quarter.



The net interest margin increased 23 basis points to 3.51% for the first quarter
as the average interest-earning assets yield increased 21 basis points and the
average cost of total funding decreased 2 basis points. The yield on average
interest-earning assets increased to 3.87% for the first quarter from 3.66% for
the fourth quarter due to the mix of interest-earning assets and higher yields
on loan and securities. Average loans increased by $315.4 million from ongoing
loan growth, including purchases during the quarter, and including the loans
acquired in the PMB acquisition for a full quarter while other interest-earning
assets decreased $328.4 million. The average yield on loans increased 6 basis
points to 4.26% during the first quarter as a result of the portfolio mix. The
loan yield includes the impact of prepayment penalty fees, the net reversal or
recapture of nonaccrual loan interest, accelerated discount accretion on the
early payoff of purchased loans, and accelerated fees from PPP loan forgiveness;
these items increased the loan yield by 12 basis points in both the first
quarter and prior quarter.

The average cost of funds decreased 2 basis points to 0.39% for the first
quarter from 0.41% for the fourth quarter. This decrease was driven by the lower
average cost of interest-bearing liabilities due to an improved funding mix,
including higher average noninterest-bearing deposits as a result of the PMB
acquisition and growth from business development efforts. Average
noninterest-bearing deposits represented 38% of total average deposits for the
first quarter compared to 35% of total average deposits for the fourth quarter.
Average noninterest-bearing deposits were $180.9 million higher in the first
quarter compared to the fourth quarter while average deposits were $81.0 million
lower for the linked quarters. Average Federal Home Loan Bank (FHLB) advances
and other borrowings increased $141.8 million due mostly to higher overnight
borrowings. The average cost of interest-bearing liabilities decreased 3 basis
points to 0.58% for the first quarter from 0.61% for the fourth quarter due to
the funding mix including the impact of including PMB's deposits for a full
quarter. The average cost of interest-bearing deposits declined 5 basis points
to 0.12% for the first quarter from 0.17% for the fourth quarter. The average
cost of total deposits decreased 3 basis points to 0.08% for the first quarter.
The spot rate of total deposits was 0.07% at the end of the first quarter.


Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021



Net interest income for the first quarter of 2022 increased $18.5 million to
$76.4 million from $57.9 million for the same 2021 period. Net interest income
was positively impacted by a higher average interest-earning assets, a higher
yield on such assets, and improved funding costs, offset by higher average
interest-bearing liabilities.

The net interest margin increased 32 basis points to 3.51% for the first quarter
of 2022 as the average interest-earning assets yield increased 9 basis points
and the average cost of total funding decreased 24 basis points. The average
yield on interest-earning assets increased to 3.87% for the first quarter of
2022 from 3.78% for the same 2021 period due to the mix of interest-earning
assets, due in part to the acquisition of PMB, and higher yields on securities
and other interest-earning assets. Average loans increased by $1.48 billion from
ongoing loan growth and the loans acquired in the PMB acquisition. The average
yield on loans decreased 4 basis points to 4.26% for the
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first quarter of 2022, compared to 4.30% for the same 2021 period. The loan
yield includes the impact of prepayment penalty fees, the net reversal or
recapture of nonaccrual loan interest, accelerated discount accretion on the
early payoff of purchased loans, and accelerated fees from PPP loan forgiveness;
these items increased the loan yield by 12 basis points in the first quarter of
2022 compared to 13 basis points for same 2021 period.

The average cost of funds decreased 24 basis points to 0.39% for the first
quarter of 2022, from 0.63% for the same 2021 period. This decrease was driven
by the lower average cost of interest-bearing liabilities due to an improved
funding mix, including higher average noninterest-bearing deposits as a result
of the PMB acquisition and growth from business development efforts. Average
noninterest-bearing deposits represented 38% of total average deposits for the
first quarter of 2022, compared to 27% for the same 2021 period. Average
noninterest-bearing deposits were $1.14 billion higher in the first quarter of
2022, compared to same 2021 period, while average deposits were $1.22 billion
higher. Average Federal Home Loan Bank (FHLB) advances and other borrowings
increased $125.5 million due mostly to higher overnight borrowings, offset by
lower term advances. The average cost of interest-bearing liabilities decreased
25 basis points to 0.58% for the first quarter of 2022 from 0.83% for the same
2021 period due to the funding mix including the impact of including deposits
from the PMB acquisition. The average cost of interest-bearing deposits declined
26 basis points to 0.12% for the first quarter of 2022, from 0.38% for the same
2021 period while the average cost of total deposits decreased 20 basis points
to 0.08% for the first quarter of 2022, compared to 0.28% for the same 2021
period.


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Rate/Volume Analysis



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

                                                                          Three Months Ended
                                                                       March 31, 2022 vs. 2021
                                                                           Increase (Decrease) Due
                                                                                     to                       Net Increase
($ In thousands)                                                                Volume               Rate      (Decrease)
Interest and dividend income:
Total loans                                                                             $ 15,467            $        (578)         $ 14,889
Securities                                                                                   304                      504               808
Other interest-earning assets                                                               (180)                     134               (46)
Total interest and dividend income                                                      $ 15,591            $          60          $ 15,651
Interest expense:
Interest-bearing checking                                                               $     98            $        (358)         $   (260)

Savings and money market                                                                    (382)                  (1,498)           (1,880)
Certificates of deposit                                                                     (234)                    (524)             (758)
FHLB advances                                                                                 93                     (252)             (159)

Other borrowings                                                                              53                        -                53
Long-term debt                                                                               227                      (97)              130
Total interest expense                                                                      (145)                  (2,729)           (2,874)
Net interest income                                                                     $ 15,736            $       2,789          $ 18,525



Provision for Credit Losses

The provision for credit losses is charged to operations to adjust the allowance
for credit losses to the level required to cover current expected credit losses
in our loan portfolio and unfunded commitments. The following table presents the
components of our provision for credit losses:

                                                                           Three Months Ended
                                                          March 31,           December 31,           March 31,
($ in thousands)                                             2022                 2021                 2021
(Reversal of) provision for loan losses                  $ (31,342)         $      10,890          $   (1,284)
(Reversal of) provision for credit losses -
unfunded loan commitments                                     (200)                   372                 177

Total (reversal of) provision for credit losses $ (31,542) $ 11,262 $ (1,107)






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Three Months Ended March 31, 2022 Compared to Three Months Ended December 31, 2021



The provision for credit losses was a reversal of $31.5 million for the first
quarter, compared to a charge of $11.3 million for the fourth quarter. The first
quarter reversal of credit losses included $31.3 million related to a recovery
from the settlement of a loan previously charged-off in 2019. The fourth quarter
of 2021 provision charge was due primarily to the initial charge for the
non-purchased credit deteriorated loans acquired in the PMB acquisition.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021



The provision for credit losses was a reversal of $31.5 million for the first
quarter of 2022, compared to $1.1 million for the same 2021 period. The first
quarter reversal of credit losses included $31.3 million related to a recovery
from the settlement of a loan previously charged-off in 2019. The reversal of
credit losses in the first quarter of 2021 was due primarily to improvements in
key macro-economic forecast variables, such as unemployment and gross domestic
product, consideration of credit quality metrics, and lower period end loan
balances compared to December 31, 2020.


See further discussion in "Allowance for Credit Losses."

Noninterest Income



The following table presents the components of noninterest income for the
periods indicated:

                                                                                Three Months Ended
                                                               March 31,           December 31,           March 31,
($ in thousands)                                                 2022                  2021                  2021
Customer service fees                                        $    2,434          $       2,037          $     1,758
Loan servicing income                                               212                    119                  268
Income from bank owned life insurance                               796                    794                  672

Net gain on sale of securities available-for-sale                    16                      -                    -

Net gain on sale of loans                                             -                    275                    -

Other income                                                      2,452                  1,635                1,683
Total noninterest income                                     $    5,910          $       4,860          $     4,381

Three Months Ended March 31, 2022 Compared to Three Months Ended December 31, 2021



Noninterest income increased $1.1 million to $5.9 million for the first quarter
due mostly to higher customer service fees and all other income, offset by lower
net gains on the sale of loans. The $397 thousand increase in customer service
fees was due mostly to including PMB's operations for a full quarter. The $817
thousand increase in all other income was due mostly to a $771 thousand gain
related to a sale-leaseback transaction.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021



Noninterest income for the first quarter of 2022 increased $1.5 million to $5.9
million compared to the same 2021 period due mostly to an increase in customer
services fees and other income. The $676 thousand increase in customer services
fees was due mostly to higher average deposit balances from the PMB acquisition.
The $769 thousand increase in other income was due mostly to the aforementioned
gain related to the sale-leaseback transaction.


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Noninterest Expense



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

                                                                             Three Months Ended
                                                            March 31,           December 31,           March 31,
($ in thousands)                                              2022                  2021                  2021
Salaries and employee benefits                            $   28,987          $      27,811          $    25,719

Occupancy and equipment                                        7,855                  7,855                7,196
Professional fees                                              2,907                  3,921                4,022

Data processing                                                1,828                  1,939                1,655

Regulatory assessments                                           775                  1,040                  774
Reversal of provision for loan repurchases                      (471)                  (675)                (132)
Amortization of intangible assets                                441                    430                  282

Merger-related costs                                               -                 13,469                  700

All other expense                                              4,116                  3,557                2,889
Noninterest expense before loss (gain) on
investments in alternative energy partnerships                46,438                 59,347               43,105
Loss (gain) on investments in alternative energy
partnerships                                                     158                 (1,220)               3,630
Total noninterest expense                                 $   46,596

$ 58,127 $ 46,735

Three Months Ended March 31, 2022 Compared to Three Months Ended December 31, 2021



Noninterest expense decreased $11.5 million to $46.6 million for the first
quarter compared to the prior quarter. The decrease was due mostly to lower
merger-related costs of $13.5 million, offset by higher net loss in alternative
energy partnership investments of $1.4 million and an increase in salaries and
employee benefits of $1.2 million. The increase in salaries and employee
benefits is attributed to including PMB operations for a full quarter and higher
taxes and benefits typical of the first quarter. Professional fees included net
recoveries of indemnified legal expenses of $106 thousand in the first quarter
compared to net expenses of $642 thousand during the fourth quarter.

Total operating costs, defined as noninterest expense adjusted for certain
expense items (refer to section Non-GAAP Measures), increased $1.3 million to
$46.5 million for the first quarter compared to $45.2 million for the prior
quarter. This increase is due mostly to higher salaries and benefits of $1.2
million and all other expense of $559 thousand as a result of higher
payroll-related items typical of the first quarter and including PMB's
operations for a full quarter.

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021



Noninterest expense was $46.6 million for the first quarter of 2022, a decrease
of $139 thousand from $46.7 million for the comparable 2021 period. The decrease
was mainly due to (i) lower professional fees of $1.1 million, due to overall
reductions in indemnified legal fees, net of recoveries, for resolved legal
proceedings and various other litigations, (ii) lower loss on alternative energy
partnerships of $3.5 million from decreased loss sharing allocations and (iii)
lower merger-related costs of $700 thousand resulting from completion of the PMB
acquisition, offset by (iv) higher salaries and employee benefits of $3.3
million, occupancy and equipment of $659 thousand, and all other expense of $1.2
million due mainly to the PMB acquisition.


Income Tax Expense



For the three months ended March 31, 2022, December 31, 2021 and March 31, 2021,
income tax expense was $18.8 million, $2.8 million, and $2.3 million, resulting
in an effective tax rate of 27.9%, 32.4% and 13.8%, respectively. The decrease
in the effective tax rate during the first quarter of 2022 was due mostly to the
fourth quarter of 2021 including the impact of the PMB acquisition on our annual
effective tax rate. The effective tax rate for 2022 is expected to be similar to
the effective income tax rate for the first quarter.

The 13.8% effective tax rate for the first quarter of 2021 included a $2.1 million tax benefit from the exercise of all previously issued outstanding stock appreciation rights, which lowered the effective tax rate by 12.6%.


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




FINANCIAL CONDITION

Investment Securities

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

Investment Securities Held-to-Maturity



Securities held-to-maturity totaled $329.4 million at March 31, 2022 and
included $215.2 million in agency securities and $114.2 million in municipal
securities. During the first quarter of 2022, we transferred certain
longer-duration fixed-rate mortgage-backed securities and municipal securities
from the available-for-sale portfolio to the held-to-maturity portfolio to lower
the adverse impact rising interest rates may have on the fair value of such
securities. At the time of the transfer, the securities had an unrealized gross
loss of $16.6 million, which along with the related unrealized loss in
accumulated other comprehensive income, will be amortized into interest income
as a yield adjustment over the remaining term of the securities.

The following table presents the amortized cost and fair value of investment securities held-to-maturity as of the dates



                                                                March 31, 2022                                                  December 31, 2021
                                                                                         Unrealized          Amortized                               Unrealized Gain
($ in thousands)                            Amortized Cost          Fair Value          Gain (Loss)             Cost             Fair Value               (Loss)
Securities held-to-maturity:
U.S. government agency and U.S.
government sponsored enterprise
residential mortgage-backed
securities                                $       153,713          $  

145,881 $ (7,832) $ - $ -

   $             -
U.S. government agency and U.S.
government sponsored enterprise
collateralized mortgage obligations                61,464              57,818               (3,646)                 -                    -                        -
Municipal securities                              114,204             107,253               (6,951)                 -                    -                        -

Total securities held-to-maturity $ 329,381 $ 310,952 $ (18,429) $ - $ -

          $             -



Investment Securities Available-for-Sale



The following table presents the amortized cost and fair value of the investment
securities available for sale portfolio and the corresponding amounts of gross
unrealized gains and losses recognized in accumulated other comprehensive income
as of the dates indicated:

                                                                   March 31, 2022                                                    December 31, 2021
                                                                                            Unrealized                                                       Unrealized Gain
($ in thousands)                               Amortized Cost          Fair Value          Gain (Loss)           Amortized Cost           Fair Value             (Loss)
Securities available-for-sale:
SBA loan pool securities                     $        13,918          $   

13,810 $ (108) $ 14,679 $ 14,591

        $        (88)
U.S. government agency and U.S.
government sponsored enterprise
residential mortgage-backed securities                12,084              11,733                 (351)                 190,382              191,969                 1,587
U.S. government agency and U.S.
government sponsored enterprise
collateralized mortgage obligations                  170,827             166,215               (4,612)                 242,458              241,541                  (917)
Municipal securities                                       -                   -                    -                  117,913              119,015                 1,102
Non-agency residential mortgage-backed
securities                                            54,417              50,462               (3,955)                  56,014               56,025                    11

Collateralized loan obligations                      492,775             487,973               (4,802)                 521,275              518,964                (2,311)
Corporate debt securities                            165,259             168,582                3,323                  162,002              173,598                11,596

Total securities available-for-sale $ 909,280 $ 898,775 $ (10,505) $ 1,304,723 $ 1,315,703

$     10,980



Securities available-for-sale were $898.8 million at March 31, 2022, a decrease
of $416.9 million, or 31.7%, from $1.32 billion at December 31, 2021. The
decrease was mainly due to the aforementioned transfer of certain securities to
the held-to-maturity
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portfolio, collateralized loan obligation (CLO) payoffs of $28.5 million,
principal payments of $8.0 million, sales of $17.6 million and higher unrealized
net losses of $21.5 million, offset by purchases of $5.0 million. The higher net
unrealized losses were due mostly to the impact of increases in longer-term
market interest rates on the value of each class of securities.

During the first quarter of 2022, increases in market interest rates resulted in
higher net unrealized losses in our securities portfolio and stockholders'
equity. As market interest rates increase, bond prices tend to fall and,
consequently, the fair value of our securities may also decrease. To this end,
we may have further net unrealized losses on our securities classified as
available-for-sale, which would negatively affect our total and tangible
stockholders' equity.

CLOs totaled $488.0 million and $519.0 million and were all AAA and AA rated at
March 31, 2022 and December 31, 2021. We perform due diligence and ongoing
credit quality review of our CLO holdings, which includes monitoring performance
factors such as external credit ratings, collateralization levels, collateral
concentration levels, and other performance factors.

We did not record credit impairment for any investment securities for the three
months ended March 31, 2022 or 2021. We monitor our securities portfolio to
ensure it has adequate credit support and we consider the lowest credit rating
for identification of potential credit impairment. As of March 31, 2022, we
believe there was no credit impairment and we did not have the current intent to
sell securities with a fair value below amortized cost at March 31, 2022, and it
is more likely than not that we will not be required to sell such securities
prior to the recovery of their amortized cost basis. As of March 31, 2022, all
of our investment securities in an unrealized loss position received an
investment grade credit rating. The overall net decreases in fair value during
the period were attributable to a combination of changes in interest rates and
credit market conditions.


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The following table presents the fair values and weighted average yields using
amortized cost, of the securities held-to-maturity portfolio as of March 31,
2022, based on the earlier of maturity dates or next repricing dates:

                                                                                  More than One Year through           More than Five Years through Ten
                                               One Year or Less                           Five Years                                Years                              More than Ten Years                             Total
                                          Fair                Weighted            Fair             Weighted               Fair                Weighted              Fair               Weighted              Fair              Weighted
($ in thousands)                          Value            Average Yield          Value         Average Yield             Value            Average Yield            Value           Average Yield           Value           Average Yield
Securities held-to-maturity:
U.S. government agency and
U.S. government sponsored
enterprise residential
mortgage-backed securities           $          -                    -  %       $    -                    -  %       $          -                    -  %       $  145,881                 2.69  %       $ 145,881                 2.69  %
U.S. government agency and
U.S. government sponsored
enterprise collateralized
mortgage obligations                            -                    -  %            -                    -  %                  -                    -  %           57,818                 2.64  %          57,818                 2.64  %
Municipal securities                            -                    -  %            -                    -  %             14,143                 2.20  %           93,110                 2.68  %         107,253                 2.62  %

Total securities
held-to-maturity                     $          -                    -  %       $    -                    -  %       $     14,143                 2.20  %       $  296,809                 2.68  %       $ 310,952                 2.66  %



The following table presents the fair values and weighted average yields using
amortized cost, of the securities available-for-sale portfolio as of March 31,
2022, based on the earlier of maturity dates or next repricing dates:

                                                                                                                                    More than Five 

Years through Ten


                                                   One Year or Less                   More than One Year through Five Years                       Years                               More than Ten Years                             Total
                                              Fair                 Weighted                Fair                Weighted                Fair                Weighted               Fair               Weighted               Fair              Weighted
($ in thousands)                             Value               Average Yield             Value             Average Yield             Value             Average Yield            Value            Average Yield           Value            Average Yield
Securities available-for-sale:
SBA loan pools securities              $        13,810                  0.98  %       $          -                     -  %       $          -                     -  %       $        -                     -  %       $  13,810                  0.98  %
U.S. government agency and U.S.
government sponsored enterprise
residential mortgage-backed
securities                                           -                     -  %                  -                     -  %             11,733                  2.23  %                -                     -  %          11,733                  2.23  %
U.S. government agency and U.S.
government sponsored enterprise
collateralized mortgage
obligations                                     94,644                  0.80  %              9,923                  1.98  %             37,688                  1.36  %           23,960                  1.74  %         166,215                  1.14  %

Non-agency residential
mortgage-backed securities                           -                     -  %                  -                     -  %                  -                     -  %           50,462                  2.51  %          50,462                  2.51  %

Collateralized loan obligations                487,973                  1.87  %                  -                     -  %                  -                     -  %                -                     -  %         487,973                  1.87  %
Corporate debt securities                            -                     -  %            153,601                  4.71  %             14,981                  5.73  %                -                     -  %         168,582                  4.80  %
Total securities
available-for-sale                     $       596,427                  1.68  %       $    163,524                  4.54  %       $     64,402                  2.39  %       $   74,422                  2.27  %       $

898,775                  2.29  %



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Loans Receivable, Net



The following table presents the composition of our loan and lease portfolio as
of the dates indicated:

                                                   March 31,           December 31,
($ in thousands)                                      2022                 2021               Amount Change          Percentage Change
Commercial:
Commercial and industrial(1)                     $ 2,799,457          $  2,668,984          $      130,473                        4.9  %
Commercial real estate                             1,163,381             1,311,105                (147,724)                     (11.3) %
Multifamily                                        1,397,761             1,361,054                  36,707                        2.7  %
SBA(2)                                               133,116               205,548                 (72,432)                     (35.2) %
Construction                                         225,153               181,841                  43,312                       23.8  %

Total commercial loans                             5,718,868             5,728,532                  (9,664)                      (0.2) %
Consumer:
Single family residential mortgage                 1,637,307             1,420,023                 217,284                       15.3  %

Other consumer                                        95,398               102,925                  (7,527)                      (7.3) %
Total consumer loans                               1,732,705             1,522,948                 209,757                       13.8  %
Total loans(3)                                     7,451,573             7,251,480                 200,093                        2.8  %
Allowance for loan losses                            (93,226)              (92,584)                   (642)                       0.7  %
Total loans receivable, net                      $ 7,358,347          $  7,158,896          $      199,451                        2.8  %


(1)Includes warehouse lending balances of $1.57 billion and $1.60 billion at
March 31, 2022 and December 31, 2021.
(2)Includes 226 PPP loans totaling $58.3 million, net of unamortized loan fees
totaling $203 thousand at March 31, 2022 and 397 PPP loans totaling $123.1
million, net of unamortized loan fees totaling $772 thousand at December 31,
2021.
(3)Total loans include net deferred loan origination costs (fees), purchased
premiums (discounts), and fair value allocations of premiums (discounts)
totaling $14.7 million and $5.5 million at March 31, 2022 and December 31, 2021.


Gross loans increased $200.1 million to $7.45 billion from December 31, 2021 due
to loan fundings of $968.0 million, including single-family residential
purchases of $364.4 million. During the first quarter, $150.1 million of
owner-occupied commercial real estate loans acquired in the PMB acquisition were
moved to the other commercial and industrial category from the commercial real
estate category. SBA loans decreased by $72.4 million due mostly from the SBA
processing forgiveness requests. At March 31, 2022, SBA loans included $58.3
million of PPP loans, net of fees of $203 thousand, compared to $123.1 million,
net of fees of $772 thousand at December 31, 2021.

Total commercial loans, excluding PPP loans and warehouse lending, increased $83.0 million, or 8.3% on an annualized basis during the first quarter.



We continue to focus the real estate loan portfolio toward relationship-based
multifamily, bridge, light infill construction, and commercial real estate
loans. As of March 31, 2022, loans secured by residential real estate
(single-family, multifamily, single-family construction, and warehouse lending
credit facilities) represent approximately 65% of our total loans outstanding.


Credit Quality Indicators

We categorize loans into risk categories based on relevant information about the
ability of borrowers to repay their debt such as current financial information,
historical payment experience, credit documentation, public information, and
current economic trends, among other factors. We perform a historical loss
analysis that is combined with a comprehensive loan to value analysis to analyze
the associated risks in the current loan portfolio. We analyze loans
individually and grade each loan for credit risk. This analysis includes all
loans delinquent over 60 days and non-homogeneous loans such as commercial and
commercial real estate loans.
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The following table presents the risk categories for total loans by class of loans as of March 31, 2022 and December 31, 2021:

Special


($ in thousands)                                  Pass               Mention            Substandard           Doubtful                   Total
March 31, 2022
Commercial:
Commercial and industrial                    $ 2,667,525          $   76,632          $     55,300          $       -                $ 2,799,457
Commercial real estate                         1,143,641               9,314                10,426                  -                  1,163,381
Multifamily                                    1,348,920              46,159                 2,682                  -                  1,397,761
SBA                                              111,479               5,026                16,611                  -                    133,116
Construction                                     214,999              10,154                     -                  -                    225,153

Consumer:
Single family residential mortgage             1,620,555               4,516                12,236                  -                  1,637,307
Other consumer                                    94,730                  90                   578                  -                     95,398
Total                                        $ 7,201,849          $  151,891          $     97,833          $       -                $ 7,451,573



                                                                     Special
($ in thousands)                                  Pass               Mention            Substandard           Doubtful                   Total
December 31, 2021
Commercial:
Commercial and industrial                    $ 2,550,540          $   65,659          $     52,785          $       -                $ 2,668,984
Commercial real estate                         1,292,837               4,845                13,423                  -                  1,311,105
Multifamily                                    1,312,038              46,314                 2,702                  -                  1,361,054
SBA                                              181,129               6,040                18,379                  -                    205,548
Construction                                     171,731              10,110                     -                  -                    181,841

Consumer:
Single family residential mortgage             1,395,785              10,423                13,815                  -                  1,420,023
Other consumer                                   102,538                  92                   295                  -                    102,925
Total                                        $ 7,006,598          $  143,483          $    101,399          $       -                $ 7,251,480



Loans risk rated special mention increased $8.4 million to $151.9 million at
March 31, 2022 compared to $143.5 million at December 31, 2021 due mostly to
downgrades of certain commercial and industrial and commercial real estate
loans, primarily offset by loan upgrades or loan payoffs within the single
family residential, and SBA portfolios. Loans risk rated substandard decreased
$3.6 million to $97.8 million at March 31, 2022 compared to $101.4 million at
December 31, 2021 due mostly to the pay off or upgrade of certain loans in all
loan categories except commercial and industrial and other consumer loans. There
were no loans risk rated doubtful at March 31, 2022 and December 31, 2021.

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The commercial and industrial ("C&I") portfolio has limited exposure to certain
business sectors undergoing severe stress as a result of the pandemic. The C&I
industry concentrations in dollars and as a percentage of total outstanding C&I
loan balances are summarized below:

                                                                March 31, 

2022


     ($ in thousands)                                     Amount          %

of Portfolio


     C&I Portfolio by Industry
     Finance and Insurance - Warehouse Lending       $    1,574,549                 56  %
     Real Estate and Rental Leasing                         270,333                 10  %
     Finance and Insurance - Other                          128,758                  5  %
     Manufacturing                                          118,912                  4  %
     Healthcare                                              92,615                  3  %
     Wholesale Trade                                         75,066                  3  %
     Gas Stations                                            70,038                  3  %
     Other Retail Trade                                      59,758                  2  %
     Professional Services                                   56,073                  2  %
     Construction                                            46,431                  2  %
     Television / Motion Pictures                            39,184                  1  %
     Food Services                                           37,409                  1  %
     Transportation                                          21,233                  1  %
     Accommodations                                           9,031                  -  %
     All Other                                              200,067                  7  %
     Total                                           $    2,799,457                100  %


Non-Traditional Mortgage Portfolio ("NTM")



We no longer originate SFR loans, however we have and may continue to purchase
pools of loans that include NTM loans such as interest only loans with
maturities of up to 40 years and flexible initial repricing dates, ranging from
1 to 10 years, and periodic repricing dates through the life of the loan.

As of March 31, 2022 and December 31, 2021, the NTM loans totaled $717.6
million, or 9.6% of total loans, and $635.3 million, or 8.8% of total loans,
respectively. These SFR loans are comprised of interest only loans and Green
Loans. Interest only loans are primarily SFR first mortgage loans that generally
have a 30 to 40-year term at the time of origination and include payment
features that allow interest only payments in initial periods before converting
to a fully amortizing loan. At March 31, 2022 and December 31, 2021, interest
only loans totaled $706.9 million and $613.3 million. Green Loans are SFR first
and second mortgage lines of credit with a linked checking account that allows
all types of deposits and withdrawals to be performed. Green Loans are generally
interest only for a 15-year term with a balloon payment due at maturity. At
March 31, 2022 and December 31, 2021, Green Loans totaled $10.2 million and
$21.5 million.

The total NTM portfolio increased by $82.3 million, or 13.0% during the three
months ended March 31, 2022. The increase was primarily due to loan purchases,
offset by principal paydowns and payoffs.

At March 31, 2022 and December 31, 2021, nonperforming NTM loans totaled zero and $4.0 million.

Non-Traditional Mortgage Performance Indicators



Our risk management policy and credit monitoring include reviewing delinquency,
FICO scores, and LTV ratios on the NTM loan portfolio. We also regularly monitor
market conditions for our geographic lending areas. We have determined that the
most significant performance indicators for NTM loans are LTV ratios and FICO
scores. At March 31, 2022, all of our $717.6 million NTM first lien portfolio
had LTVs of 80% or less. At March 31, 2022, $6.4 million or 63% of our $10.2
million Green Loans first lien portfolio had FICO scores of 700 or greater.


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Nonperforming Assets

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



                                                  March 31,         December 31,
($ in thousands)                                     2022               2021              Amount Change          Percentage Change
Loans past due 90 days or more still on
accrual                                          $       -          $        -          $            -                          -  %
Nonaccrual loans                                    54,529              52,558                   1,971                        3.8  %
Total nonperforming loans                           54,529              52,558                   1,971                        3.8  %
Other real estate owned                                  -                   -                       -                          -  %
Total nonperforming assets                       $  54,529          $   52,558          $        1,971                        3.8  %
Performing restructured loans (1)                $  14,850          $   12,538          $        2,312                       18.4  %
Nonaccrual loans to total loans                       0.73  %             0.72  %
Nonperforming loans to total loans                    0.73  %             0.72  %
Total nonperforming assets to total assets            0.57  %             0.56  %
ALL to nonperforming loans                          170.97  %           176.16  %
ACL to nonperforming loans                          180.88  %           186.82  %

(1) Excluded from nonperforming loans




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

Additional interest income of approximately $696 thousand would have been recorded during the three months ended March 31, 2022, had these loans been paid in accordance with their original terms throughout the periods indicated.



Non-performing loans increased $2.0 million to $54.5 million as of March 31,
2022, of which $19.5 million, or 36%, relates to loans in a current payment
status. The increase was due mostly to additions of $9.4 million, offset by $1.0
million in loans returning to accrual status and $6.4 million in payoffs,
paydowns, and charge-offs. Of the $9.4 million of loans placed on non-accrual
status, $7.2 million, related to SFR loans.

At March 31, 2022, non-performing loans included (i) a $12.6 million commercial
and industrial loan acquired in the PMB acquisition, (ii) SBA PPP loans of $4.4
million and other SBA loans totaling $11.0 million, of which $13.1 million is
guaranteed, (iii) SFR loans totaling $10.3 million, and (iv) other commercial
loans of $15.7 million.


Troubled Debt Restructurings

Loans that we modify or restructure where the debtor is experiencing financial
difficulties and makes a concession to the borrower in a below-market change in
the stated interest rate, a reduction in the loan balance or accrued interest,
an extension of the maturity date, or a note split with principal forgiveness
are classified as troubled debt restructurings ("TDRs"). TDRs are loans modified
for the purpose of alleviating temporary impairments to the borrower's financial
condition. A workout plan between a borrower and us is designed to provide a
bridge for the cash flow shortfalls in the near term. If the borrower works
through the near term issues, in most cases, the original contractual terms of
the loan will be reinstated.

At March 31, 2022 and December 31, 2021, we had 19 and 18 loans classified as
TDRs, with an aggregate balance of $29.9 million and $16.7 million. When a loan
becomes a TDR, we cease accruing interest, and classify it as nonaccrual until
the borrower demonstrates that the loan is again performing. The increase in
TDRs during the three months ended March 31, 2022 was due mostly to modifying
the $12.6 million non-performing commercial and industrial loan acquired in the
PMB acquisition.

At March 31, 2022, of the 19 loans classified as TDRs, 13 loans totaling $14.9
million were making payments according to their modified terms and were less
than 90 days delinquent under the modified terms and, as such, were on accruing
status. At December 31, 2021, of the 18 loans classified as TDRs, 11 loans
totaling $12.5 million were making payments according to their modified terms
and were less than 90 days delinquent under the modified terms and, as such,
were on accruing status.
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Troubled Debt Restructuring (TDR) Relief: In order to encourage banks to work
with impacted borrowers, the CARES Act and U.S. banking regulatory agencies have
provided relief from TDR accounting. The main benefits of TDR relief include i)
a capital benefit in the form of reduced risk-weighted assets, as TDRs are more
heavily risk-weighted for capital purposes; ii) a delinquency status benefit, as
the aging of loans are frozen, i.e., they will continue to be reported in the
same delinquency bucket they were in at the time of modification; and iii) a
nonaccrual status benefit as the loans are generally not reported as nonaccrual
during the modification period. Refer to "Borrower Payment Relief Efforts" above
for additional information regarding CARES Act deferrals.


Allowance for Credit Losses (ACL)



The ACL methodology uses a nationally recognized, third-party model that
includes many assumptions based on historical and peer loss data, current loan
portfolio risk profile including risk ratings, and economic forecasts including
MEVs released by the model provider during March 2022. The published forecasts
consider rising inflation, higher oil prices, ongoing supply chain issues and
the military conflict between Russia and Ukraine, among other factors, and while
they reflect a less optimistic view of the economy as compared to the December
2021 forecasts, certain MEVs used in the model during the current quarter, such
as California employment and the CRE price index, reflect improvements.
Nonetheless, the ultimate pace of economic recovery remains uncertain and
accordingly, the economic assumptions used in the model and the resulting ACL
level and provision consider both the positive assumptions and potential
uncertainties.

The ACL process involves subjective and complex judgments as well as adjustments
for numerous factors including those described in the federal banking agencies'
joint interagency policy statement on ALL, which include underwriting experience
and collateral value changes, among others.

The ACL, which includes the reserve for unfunded loan commitments, totaled $98.6
million, or 1.32% of total loans, at March 31, 2022, compared to $98.2 million,
or 1.35% of total loans, at December 31, 2021. The $442 thousand increase in the
ACL was due primarily to: (i) higher specific reserves of $744 thousand and (ii)
other net recoveries of $642 thousand (excluding the $31.3 million recovery)
offset by (iii) a $944 thousand reduction in general reserves from changes in
portfolio mix, improved MEVs used for model purposes, the general credit quality
of the portfolio, and lower unfunded commitments, offset by overall loan growth.
The $31.3 million recovery from the settlement of a loan previously charged-off
in 2019 also resulted in a reversal of provision for credit losses and therefore
had no net impact on the ACL. The ACL coverage of non-performing loans was 181%
at March 31, 2022 compared to 187% at December 31, 2021.

The reserve for unfunded loan commitments was established to cover the current
expected credit losses for the estimated level of funding of these loan
commitments, except for unconditionally cancellable commitments for which no
reserve is required.

The following table provides a summary of components of the allowance for credit losses and related ratios as of the dates indicated:

March 31,
       ($ in thousands)                                2022         

December 31, 2020

Allowance for credit losses:


       Allowance for loan losses (ALL)              $ 93,226       $        

92,584


       Reserve for unfunded loan commitments           5,405                

5,605

Total allowance for credit losses (ACL) $ 98,631 $

  98,189

       ALL to total loans                               1.25  %                1.28  %
       ACL to total loans                               1.32  %                1.35  %
       ACL to total loans, excluding PPP loans          1.33  %                1.39  %



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The following tables provide summaries of activity in the allowance for credit losses for the periods indicated:



                                                                                        Three Months Ended March 31,
($ in thousands)                                                2022                                                                    2021
                                     Allowance              Reserve for               Allowance              Allowance              Reserve for               Allowance
                                        for                Unfunded Loan                 for                    for                Unfunded Loan                 for
                                    Loan Losses             Commitments             Credit Losses           Loan Losses             Commitments             Credit Losses
Balance at beginning of
period                            $     92,584          $          5,605          $       98,189          $     81,030          $          3,183          $       84,213

Loans charged off                         (231)                        -                    (231)                 (565)                        -                    (565)
Recoveries of loans
previously charged off                  32,215                         -                  32,215                   172                         -                     172
Net recoveries
(charge-offs)                           31,984                         -                  31,984                  (393)                        -                    (393)

(Reversal of) provision for
credit losses                          (31,342)                     (200)                (31,542)               (1,284)                      177                  (1,107)
Balance at end of period          $     93,226          $          5,405          $       98,631          $     79,353          $          3,360          $       82,713

The following table presents a summary of net (charge-offs) recoveries and the annualized ratio of net charge-offs to average loans by loan class for the periods indicated:



                                                                                                Three Months Ended March 31,
($ in thousands)                                                      2022                                                                        2021
                                             Net                                            Annualized                   Net                                            Annualized
                                        (Charge-offs)                                      (Charge-off)             (Charge-offs)                                      (Charge-off)
                                          Recoveries             Average Loans            Recovery Ratio              Recoveries             Average Loans            Recovery Ratio
Commercial:
Commercial and industrial             $        31,235          $    2,632,387                       4.75  %       $          (520)         $    1,949,138                      (0.11) %
Commercial real estate                              -               1,322,949                          -  %                     -                 868,874                          -  %
Multifamily                                         -               1,339,067                          -  %                     -               1,282,838                          -  %
SBA                                               745                 116,154                       2.57  %                   126                 272,356                       0.19  %
Construction                                        -                 188,795                          -  %                     -                 170,797                          -  %

Consumer:
Single family residential
mortgage                                           28               1,562,478                       0.01  %                     -               1,210,105                          -  %
Other consumer                                    (24)                 97,516                      (0.10) %                     1                  28,520                       0.01  %
Total loans                           $        31,984          $    7,259,346                       1.76  %       $          (393)         $    5,782,628                      (0.03) %


Net recoveries were $32.0 million during the first quarter of 2022, compared to
net charge-offs of $393 thousand during the comparable 2021 period. The increase
in net recoveries between periods was mainly due to a $31.3 million recovery
from the settlement of a loan previously charged-off in 2019.
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The following table provides a summary of the allocation of the allowance for
loan losses by loan category as well as loans receivable for each category as of
the dates indicated:

                                                               March 31, 2022                                                       December 31, 2021
                                                                                            % of                                                                   % of
                                                                                          Loans in                                                               Loans in
                                      Allowance for                                     Category to          Allowance for                                     Category to
($ in thousands)                       Loan Losses           Loans Receivable           Total Loans           Loan Losses           Loans Receivable           Total Loans

Commercial:


Commercial and industrial             $    39,967          $       2,799,457                   37.5  %       $    33,557          $       2,668,984                   36.8  %
Commercial real estate                     16,490                  1,163,381                   15.6  %            21,727                  1,311,105                   18.1  %
Multifamily                                15,337                  1,397,761                   18.8  %            17,893                  1,361,054                   18.8  %
SBA                                         3,041                    133,116                    1.8  %             3,017                    205,548                    2.8  %
Construction                                6,268                    225,153                    3.0  %             5,622                    181,841                    2.5  %

Consumer:
Single family residential
mortgage                                   11,029                  1,637,307                   22.0  %             9,608                  1,420,023                   19.6  %
Other consumer                              1,094                     95,398                    1.3  %             1,160                    102,925                    1.4  %

Total                                 $    93,226          $       7,451,573                  100.0  %       $    92,584          $       7,251,480                  100.0  %



Alternative Energy Partnerships



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

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

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

The following table presents the activity related to our investment in
alternative energy partnerships for the three months ended March 31, 2022 and
2021:

                                                       Three Months Ended
                                                           March 31,
($ in thousands)                                       2022           2021
Balance at beginning of period                     $   25,888      $ 27,977

Cash distribution from investments                       (574)         

(538)


Gain (loss) on investments using HLBV method             (158)       

(3,630)


Balance at end of period                           $   25,156      $ 23,809

Unfunded equity commitments at end of period $ - $ -

Our most recent investment in alternative energy partnerships totaling $3.6 million occurred in March 2020.


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During the three months ended March 31, 2022 and 2021, we recognized losses on investment of $158 thousand and $3.6 million. From an income tax benefits perspective, we recognized no investment tax credits during these periods; however, we recorded income tax benefit related to these investments of $46 thousand and $992 thousand for the three months ended March 31, 2022 and 2021.

For additional information, see Note 12 to Consolidated Financial Statements (unaudited) included in Part I of this Quarterly Report on Form 10-Q.

Deposits



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

                                                            March 31, 2022                            December 31, 2021
                                                                          % of Total                                   % of Total
($ in thousands)                                    Amount                 Deposits             Amount                  Deposits              Amount Change
Noninterest-bearing deposits                   $    2,958,632                    39.6  % $       2,788,196                    37.5  %       $      

170,436


Interest-bearing demand deposits                    2,395,329                    32.0  %         2,393,386                    32.2  %                

1,943



Savings and money market accounts                   1,605,088                    21.4  %         1,751,135                    23.5  %             

(146,047)


Certificates of deposit of $250,000 or
less                                                  261,229                     3.5  %           285,768                     3.8  %              

(24,539)



Certificates of deposit of more than
$250,000                                              259,423                     3.5  %           220,950                     3.0  %               38,473
Total deposits                                 $    7,479,701                   100.0  % $       7,439,435                   100.0  %       $       40,266



Total deposits were $7.5 billion at March 31, 2022, an increase of $40.3
million, or 0.5%, from $7.4 billion at December 31, 2021 due mostly to higher
noninterest-bearing checking balances of $170.4 million, offset by lower savings
and money market balances of $146.0 million. Noninterest-bearing deposits
totaled $2.96 billion and represented 39.6% of total deposits at March 31, 2022
compared to $2.79 billion and 37.5% at December 31, 2021.

Brokered deposits were $10.0 million at March 31, 2022 and December 31, 2021.



The following table presents the scheduled maturities of certificates of deposit
as of March 31, 2022:

                                                               Over Three          Over Six Months
                                         Three Months        Months Through        Through Twelve
($ in thousands)                           or Less             Six Months              Months              Over One Year            Total
Certificates of deposit of
$250,000 or less                        $    85,582          $     72,892

$ 67,789 $ 34,966 $ 261,229 Certificates of deposit of more than $250,000

                               185,919                34,133                31,393                   7,978            259,423
Total certificates of deposit           $   271,501          $    107,025          $     99,182          $       42,944          $ 520,652



Borrowings

We utilize FHLB advances to leverage our capital base, to provide funds for lending and investing activities, as a source of liquidity, and to enhance interest rate risk management. We also maintain additional borrowing availabilities from Federal Reserve Discount Window and unsecured federal funds lines of credit.



During the three months ended March 31, 2022, FHLB advances increased $80.3
million, or 16.9%, to $556.4 million, net of unamortized debt issuance costs of
$4.6 million, as of March 31, 2022, due to an increase in overnight borrowings
of $80.0 million.

At March 31, 2022, FHLB advances included $150.0 million in overnight borrowings
and $411.0 million in term advances with a weighted average life of 3.7 years
and weighted average interest rate of 2.53%.

We did not utilize repurchase agreements at March 31, 2022 or December 31, 2021.

The Bank maintains available unsecured federal funds lines with five correspondent banks totaling $210.0 million, with no outstanding borrowings at March 31, 2022.



The Bank also has the ability to perform unsecured overnight borrowing from
various financial institutions through the American Financial Exchange platform
("AFX"). The availability of such unsecured borrowings fluctuates regularly, is
subject
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to the counterparties discretion and totaled $441.0 million at March 31, 2022
and December 31, 2021. Borrowings under the AFX totaled $170.0 million and $25.0
million at March 31, 2022 and December 31, 2021.

The holding company maintains a $50.0 million revolving line of credit, which
matures on December 19, 2022. Borrowings under the line of credit totaled $20.0
million and zero at March 31, 2022 and December 31, 2021. The line of credit is
subject to certain operational and financial covenants and we were in compliance
with these covenants at March 31, 2022.

For additional information, see Note 6 to Consolidated Financial Statements (unaudited) included in Part I of this Quarterly Report on Form 10-Q.

Long-term Debt

The following table presents our long-term debt as of the dates indicated:



                                                                                             March 31, 2022                             December 31, 2021
                                                                                                     Unamortized Debt                             Unamortized Debt
                                        Interest              Maturity               Par             Issuance Cost and            Par             Issuance Cost and
($ in thousands)                          Rate                  Date                Value                Discount                Value                Discount
Senior notes                             5.25%                4/15/2025          $ 175,000          $           (975)         $ 175,000          $         (1,014)
Subordinated notes                       4.375%              10/30/2030             85,000                    (2,084)            85,000                    (2,127)
PMB Statutory Trust III,
junior subordinated
debentures                           Libor + 3.40%            9/26/2032              7,217                         -              7,217                 

-


PMB Capital Trust III, junior
subordinated debentures              Libor + 2.00%            10/8/2034             10,310                         -             10,310                         -
Total                                                                            $ 277,527          $         (3,059)         $ 277,527          $         (3,141)


At March 31, 2022, we were in compliance with all covenants under our long-term debt agreements.




Liquidity Management

We are required to maintain sufficient liquidity to ensure a safe and sound
operation. Liquidity may increase or decrease depending upon availability of
funds and comparative yields on investments in relation to the return on loans.
Historically, we have maintained liquid assets above levels believed to be
adequate to meet the requirements of normal operations, including both expected
and unexpected cash flow needs such as funding loan commitments, potential
deposit outflows and dividend payments. Cash flow projections are regularly
reviewed and updated to ensure that adequate liquidity is maintained.

As a result of current economic conditions, including government stimulus in
response to the pandemic, we have participated in the elevated levels of
liquidity in the marketplace. A portion of the additional liquidity is viewed as
short-term as it is expected to be used by clients in the near term and,
accordingly, we have maintained higher levels of liquid assets. We have observed
reductions in average line usage due to the levels of liquidity in the
marketplace. We expect to see higher line utilization as liquidity moderates to
historical levels.

Banc of California, N.A.

The Bank's liquidity, represented by cash and cash equivalents and securities
available-for-sale, is a product of its operating, investing, and financing
activities. The Bank's primary sources of funds are deposits, payments and
maturities of outstanding loans and investment securities; sales of loans,
investment securities, and other short-term investments; and funds provided from
operations. While scheduled payments from the amortization of loans and
investment securities and maturing investment securities and short-term
investments are relatively predictable sources of funds, deposit flows and loan
prepayments are greatly influenced by general interest rates, economic
conditions, and competition.
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The Bank also generates cash through secured and unsecured secondary sources of
funds. The Bank maintains pre-established secured lines of credit with the FHLB
and the FRB as secondary sources of liquidity to provide funds for its lending
and investment activities and to enhance its interest rate risk and liquidity
risk management. At March 31, 2022, we had available unused secured borrowing
capacities of $1.08 billion from the FHLB and $752.8 million through the Federal
Reserve Bank's Discount Window and Borrower-in-Custody ("BIC") programs. At
March 31, 2022 and December 31, 2021, FHLB advances totaled $556.4 million and
$476.1 million, net of unamortized debt issuance costs of $4.6 million and $4.9
million. Borrowings under the BIC program are overnight advances with interest
chargeable at the discount window ("primary credit") borrowing rate. There were
no borrowings under the FRB's Discount Window and BIC programs at March 31, 2022
and December 31, 2021. At March 31, 2022, the Bank had pledged certain
qualifying loans with an unpaid principal balance of $1.09 billion and
securities with a carrying value of $8.9 million as collateral for these FRB
programs. The Bank may also utilize securities sold under repurchase agreements
to leverage its capital base and while it maintains repurchase agreements, there
were none outstanding at March 31, 2022 and December 31, 2021. Availabilities
and terms on repurchase agreements are subject to the counterparties' discretion
and our pledging additional investment securities. The Bank had unpledged
securities held-to-maturity and available-for-sale aggregating $1.20 billion at
March 31, 2022.

In addition, the Bank has additional sources of secondary liquidity through
pre-established unsecured fed funds lines with correspondent banks, pre-approved
unsecured overnight borrowing lines with various financial institutions through
the AFX platform, and our ability to obtain brokered deposits. The availability
of unsecured borrowings through the AFX platform fluctuates regularly and is
subject to the counterparties' discretion and totaled $441.0 million at
March 31, 2022. Borrowings under the AFX platform totaled $170.0 million and
$25.0 million at March 31, 2022 and December 31, 2021. At March 31, 2022, the
Bank had $210.0 million in pre-established unsecured federal funds lines of
credit with correspondent banks. There were no borrowings with these
correspondent banks at March 31, 2022 and December 31, 2021.

Banc of California, Inc.



The primary sources of funds for Banc of California, Inc., on a stand-alone
holding company basis, are dividends and intercompany tax payments from the
Bank, outside borrowing, and its ability to raise capital and issue debt
securities. Dividends from the Bank are largely dependent upon the Bank's
earnings and are subject to restrictions under certain regulations that limit
its ability to transfer funds to the holding company. OCC regulations impose
various restrictions on the ability of a bank to make capital distributions,
which include dividends, stock redemptions or repurchases, and certain other
items. Generally, a well-capitalized bank may make capital distributions during
any calendar year equal to up to 100 percent of year-to-date net income plus
retained net income for the two preceding years without prior OCC approval.
However, any dividend paid by the Bank would be limited by the need to maintain
its well-capitalized status plus the capital buffer in order to avoid additional
dividend restrictions (Refer to Capital - Dividend Restrictions below for
additional information). Currently, the Bank does not have sufficient
dividend-paying capacity to declare and pay such dividends to the holding
company without obtaining prior approval from the OCC under the applicable
regulations. During the three months ended March 31, 2022, there were
$16.0 million of dividends paid by the Bank to Banc of California, Inc. At
March 31, 2022, Banc of California, Inc. had $26.6 million in cash, all of which
was on deposit at the Bank.

On March 15, 2022, we announced that our Board of Directors authorized the
repurchase of up to $75 million of our common stock. The repurchase
authorization expires in March 2023. During the first quarter of 2022, common
stock repurchased under the program totaled 215,550 shares at a weighted average
price of $19.92. As of March 31, 2022, the Company had $70.7 million remaining
under the current stock repurchase authorization.

On March 15, 2022 we redeemed all outstanding Series E Preferred Stock, and the
corresponding depositary shares, each representing a 1/40th interest in a share
of the Series E Preferred Stock. The redemption price for the Series E Preferred
Stock was $1,000 per share (equivalent to $25 per Series E Depositary Share).
Upon redemption, the Series E Preferred Stock and the Series E Depositary Shares
were no longer outstanding and all rights with respect to such stock and
depositary shares ceased and terminated, except the right to payment of the
redemption price. Also upon redemption, the Series E Depositary Shares were
delisted from trading on the New York Stock Exchange. The $3.7 million
difference between the consideration paid and the $95.0 million aggregate
carrying value of the Series E Preferred Stock was reclassified to retained
earnings and resulted in a decrease to net income allocated to common
stockholders

On a consolidated basis, cash and cash equivalents totaled $254.2 million, or
2.7% of total assets at March 31, 2022. This compared to $228.1 million, or 2.4%
of total assets, at December 31, 2021. The $26.1 million increase was due mainly
to (i) net income of $48.5 million generated during the year, (ii) a $245.0
million increase in FHLB advances and other borrowings, (iii) a $40.3 million
increase in deposits, and (iv) net investment securities inflows of $20.7
million from repayments, net of securities purchases, offset by (iv) net loan
outflows of $168.5 million from originations net of repayments and loan
purchases, (v) a $98.7 million decrease due to the redemption of Series E
Preferred Stock, (vi) a $5.5 million decrease from payments of common and
preferred dividends, and (vii) a $4.3 million decrease from repurchases of
common stock.
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In December 2021, the holding company entered into a $50.0 million revolving
line of credit. The line of credit matures on December 19, 2022. We have the
option to pay interest using either (i) Prime Rate or (ii) LIBOR + 1.75%. The
line of credit is also subject to an unused commitment fee of 0.40% per annum.
At March 31, 2022, there were $20.0 million in borrowings under this line of
credit.

We believe that our liquidity sources are stable and are adequate to meet our
day-to-day cash flow requirements as of March 31, 2022. However, in light of the
ongoing COVID-19 pandemic, we cannot predict at this time the extent to which
the pandemic may negatively affect our business, financial condition, liquidity,
capital and results of operations.


Commitments and Contractual Obligations

The following table presents our commitments and contractual obligations as of March 31, 2022:

Commitments and Contractual Obligations


                                                                                     More Than One         More Than Three
                                          Total Amount             Within             Year Through           Year Through             Over
($ in thousands)                            Committed             One Year            Three Years             Five Years           Five Years
Commitments to extend credit             $    188,436          $    23,878          $     140,451          $       6,380          $   17,727
Unused lines of credit                      1,694,857            1,401,159                164,497                 90,623              38,578
Standby letters of credit                       8,108                7,457                    150                    501                   -
Total commitments                        $  1,891,401          $ 1,432,494          $     305,098          $      97,504          $   56,305
FHLB advances                            $    561,000          $   150,000          $           -          $     411,000          $        -

Other borrowings                              190,000              190,000                      -                      -                   -
Long-term debt                                277,527                    -                      -                175,000             102,527
Operating and capital lease
obligations                                    40,314                8,957                 16,357                 10,246               4,754
Certificates of deposit                       520,652              477,708                 40,096                  2,848                   -
Total contractual obligations            $  1,589,493          $   826,665          $      56,453          $     599,094          $  107,281



At March 31, 2022, we had unfunded commitments of $11.2 million, $7.3 million,
and $8.1 million for LIHTC investments, SBIC investments, and other investments,
respectively.


Capital
In order to maintain adequate levels of capital, we continuously assess
projected sources and uses of capital to support projected asset growth,
operating needs and credit risk. We consider, among other things, earnings
generated from operations and access to capital from financial markets. In
addition, we perform capital stress tests on an annual basis to assess the
impact of adverse changes in the economy on our capital base. During the first
quarter of 2022, increases in market interest rates resulted in higher net
unrealized losses in our securities portfolio and stockholders' equity. As
market interest rates increase, bond prices tend to fall and, consequently, the
fair value of our securities may also decrease. To this end, we may have further
net unrealized losses on our securities classified as available-for-sale, which
would negatively affect our total and tangible stockholders' equity.

Regulatory Capital



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



                                                                                                                              Minimum Required to Be Well-Capitalized
                                                                                                                                  Under Prompt Corrective Action
                                                                                       Minimum Capital Requirements                         Provisions
($ in thousands)                             Amount               Ratio                 Amount                Ratio                 Amount                 Ratio
March 31, 2022
Banc of California, Inc.
Total risk-based capital                 $ 1,090,964                13.79  %       $     632,953                8.00  %                      N/A                  N/A
Tier 1 risk-based capital                    902,320                11.40  %             474,715                6.00  %                      N/A                  N/A
Common equity tier 1 capital                 902,320                11.40  %             356,036                4.50  %                      N/A                  N/A
Tier 1 leverage                              902,320                 9.72  %             371,488                4.00  %                      N/A                  N/A
Banc of California, NA
Total risk-based capital                 $ 1,238,026                15.66  %       $     632,590                8.00  %       $       790,738                10.00  %
Tier 1 risk-based capital                  1,149,825                14.54  %             474,443                6.00  %               632,590                 8.00  %
Common equity tier 1 capital               1,149,825                14.54  %             355,832                4.50  %               513,979                 6.50  %
Tier 1 leverage                            1,149,825                12.38  %             371,468                4.00  %               464,335                 5.00  %
December 31, 2021
Banc of California, Inc.
Total risk-based capital                 $ 1,140,480                14.98  %       $     609,062                8.00  %                      N/A                  N/A
Tier 1 risk-based capital                    955,747                12.55  %             456,796                6.00  %                      N/A                  N/A
Common equity tier 1 capital                 860,841                11.31  %             342,597                4.50  %                      N/A                  N/A
Tier 1 leverage                              955,747                10.37  %             368,610                4.00  %                      N/A                  N/A
Banc of California, NA
Total risk-based capital                 $ 1,195,050                15.71  %       $     608,740                8.00  %       $       760,925                10.00  %
Tier 1 risk-based capital                  1,110,767                14.60  %             456,555                6.00  %               608,740                 8.00  %
Common equity tier 1 capital               1,110,767                14.60  %             342,416                4.50  %               494,601                 6.50  %
Tier 1 leverage                            1,110,767                12.06  %             368,306                4.00  %               460,382                 5.00  %


Dividend Restrictions

Payment of dividends by the Company are subject to guidance provided by the
Federal Reserve. That guidance provides that bank holding companies that plan to
pay dividends that exceed net earnings for a given period should first consult
with the Federal Reserve. To the extent future quarterly dividends exceed
quarterly net earnings, payment of dividends in respect of the Company's common
and preferred stock will be subject to prior consultation and non-objection from
the Federal Reserve.

Our principal source of funds for dividend payments is dividends received from
the Bank. Federal banking laws and regulations limit the amount of dividends
that may be paid without prior approval of regulatory agencies. Under these
regulations, in the case of the Bank, the amount of dividends that may be paid
in any calendar year is limited to the current year's net profits, combined with
the retained net profits of the preceding two years, subject to the capital
requirements described above. Accordingly, any dividend granted by the Bank
would be limited by the need to maintain its well capitalized status plus the
capital buffer in order to avoid additional dividend restrictions. As described
above, any near term dividend by the Bank will require OCC approval. During the
three months ended March 31, 2022, the Bank paid $16.0 million dividends to Banc
of California, Inc.

During the three months ended March 31, 2022, we declared and paid dividends on our common stock of $0.06 per share totaling $3.8 million in addition to dividends on our preferred stock totaling $1.7 million.

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