Hello, and welcome to the Banc of California Second Quarter 2019 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note today's event is being recorded. I'd now like to turn the call over to your host today, Jared Wolff, Mr. Wolff please go ahead.

Good morning, everyone. Welcome to Banc of California's second quarter 2019 earnings conference call. With me today is Banc of California's CFO; John Bogler. I'm very pleased with the results of our second quarter delivering net income available to common stockholders of $11.9 million and diluted earnings per common share of $0.23. John will talk in more depth about the quarterly results shortly. But before I handed over to him, I'd like to take a few moments to highlight some progress we've made on our business strategy. As I mentioned on last quarter's call, our Management team was focusing on three key areas of the business, which will have short and long term benefits for our community banking franchise. First, we're taking meaningful steps to reduce our funding cost generally and more specifically, our cost of deposits. We undertook several initiatives to accomplish this quarter, including the runoff of some higher costing deposit accounts, which did not fit within our relationship banking centered approach to business. In addition, we lowered our rates on consumer CDs and reduced brokered CDs to further trim our interest expenses for those products. And in combination this resulted in a 5 basis point decrease in average cost of total deposits, the first sequential decrease since Q3 of 2015. Overall, funding costs decreased by 4 basis points during the quarter as we further reduced our reliance on FHLB advances. I expect those balances to continue declining in the near term, and John will have more to say on that shortly. We took additional actions during the quarter to enhance the value of our franchise by moving more of the lower margin products off our balance sheet. We reduced the size of our securities portfolio by almost 21% from the first quarter, and sold $178 million of…

Thank you, Jared. Our total assets in the second quarter were $9.4 billion a $500 million decrease from the prior quarter, driven mainly by our strategy to optimize our balance sheet. We reduced our securities balance to $1.2 billion at quarter end through the disposition of $298 million of CLOs. In addition to the $178 million of multifamily sales Jared mentioned we also sold $131 million of single family loans, the multifamily and single family loans that were sold were longer duration, tended to be lower coupons and we're not central to our relationship driven approach to lending. Jared also touched upon the upcoming multifamily securitization through the Freddie Mac Q program. In preparation for that, we move $574 million of multifamily loans from HFI to HFS and we expect this to settle in August. The loan pool and the related hedge was structured to achieve an overall break even position and has a weighted average coupon of approximately 3.80%. The proceeds from the sale will be used to improve our funding profile by paying down overnight advances, which currently cost 2.49. We placed an economic hedge against the pure interest rate movement, which resulted in a onetime accounting loss of $9.6 million for the second quarter. However, this will be offset by the realization of the increase in the fair value of the loans at the completion of the securitization. The overall loan portfolio yield increased 4 basis points to 4.80% during the quarter, although we did see some pressure on yields from a decline in LIBOR during the quarter. The activities we took to dispose of some of our lower yielding SFR and multifamily loans more than offset any negative impacts from the LIBOR move. Preparing for the securitization, along with the previously mentioned multifamily and SFR sales;…

Thank you, John. This is my second occasion reporting Banc of California's quarterly results. And over that time, I have had the opportunity to really see our employees in action. Being a community bank is more than just being a depository institution for our clients. It's really about building relationships with our clients into exceptional service and execution, being their most trusted banking partner. It's about having professionals and colleagues that come into work every day focused on what they can do to help create a better company and provide a better experience for our clients. We provide premium service and execution to businesses, entrepreneurs and individuals within our local footprint. As I said before, we don't have to do everything just a few things really well. And our dedication to being a relationship focused community bank is creating positive effects on our business. As this quarter's results indicate. We're also bringing in talented new Executives in the second quarter, we welcome Ido Dotan; as our EVP and General Counsel, as well as Lynn Sullivan as EVP and Chief Risk Officer. Both of these individuals have excellent backgrounds and extensive experience in the areas of corporate law and risk management. And they have both had meaningful impacts on the company since joining the bank around two months ago. I am confident they will make meaningful contributions going forward. As we continue to execute on the strategy we have laid out generally speaking, you should see our assets size continue to shrink through the rest of the year as we stay focused on reducing lower margin assets, which do not enhance franchise value. To that end, assuming markets cooperate I could see as ending the year with $109 billion in total assets. We're also going to stay focused on keeping our…

All right, well, we're compiling some items for the questions, I want to remind everybody that today's call is being recorded and a copy of the recording will be available later today on the company's Investor Relations website. Today's presentation will also include some non-GAAP measures, acquired information, including reconciliation as available in the earnings release. The reference presentation is also available on the company's Investor Relations web site. We would like to direct everyone toward the company's safe harbor statement on forward-looking statements included in both the earnings release and the earnings presentation. Brady, we can now move to questions, please.

Yes, thank you. We will now begin the question-and-answer session. [Operator Instructions] And today's first question comes from Matthew Clark with Piper Jaffray.

Hi, good morning, guys. Jared, you talked, I think previously about getting that margin back up to 3%. I know there's a lot of moving parts here in the upcoming quarter and with the securitization, you know, paying down FHLB and obviously a rate cut potentially next week. How do you think about the trajectory and the margin, given the remix that you plan to continue?

We had a lot of deposit changes late in the quarter, and I think we're going to see the benefit of that this quarter. So there was some stuff that came off. We didn't get full quarter benefit of it. You know, we've held our loan margins. Our loan yields at a pretty flat level. And the repricing that's going on in the market, at least what we're seeing, we're trying not to compete at the lower end of the range and obviously, we're rebalancing our portfolio in the multi-family side we're trying to do more front-end lending where we get paid more instead of the back-end kind of commodity type lending. So I think all of those things are going to help protect our margin and drive it higher. John, what do you think?

I agree and the piece I'd add to put some numbers behind it Matthew, we had roughly $630 million of brokered deposits that we ran off a combination at the very end of May and the very end of June split kind of evenly between those two periods and so that's what Jared's representing we should begin to see that benefit, the full quarter benefit in the third quarter.

Okay. And then just on the balance sheet size with it being slightly below $9 billion at year-end, I assume the shrinkage will continue into next year and does that expense outlook be in the $50 million to $52 million range, you know reflective be in that range in 2020 does that contemplate further shrinkage in the balance sheet or would you reassess that expense base?

No, we would reassess that I mean, we've got to it -- what we've said before is there's not a specific size that we're targeting what we're trying to find is the equilibrium for this company between kind of the earning assets and the right amount of expenses to run the company with a solid ROA you know, we've got to get to good before we get too great and so we're trying to find that equilibrium now and looking at all the pieces if all of a sudden we start generating really good loan volumes from a particular unit and add good spreads and we're comfortable with credit, then you know that affects things. So right now, it's just kind of we're figuring it out as we go in terms of where that equilibrium is but I think we have a size in mind. We would re-evaluate our expenses if you know we got lower and that target is based on being around $9 million and if we get lower, then we'll have to figure out the expense side and less earning assets are producing in a much higher level, even though we're at a lower asset base.

Got it. Okay, great. Thanks.

Thank you. And the next question comes from Gary Tenner with D.A. Davidson.

Thanks, good morning, guys. Just wanted to ask a couple questions I think, John, you mentioned that you see the margin at an inflection point and obviously we saw some positive move this quarter when it comes to net interest income, though given the shrinkage of the balance sheet over the next quarter or two, if not more we're probably a bit of a lag on the NII side of things, I just want to make sure I'm thinking about the same way that you guys are?

That is correct. Yeah. We should see that have a little bit of downward movement as well.

Okay. And then, you know a great, great detail on the funding outlook and the maturity side of things there. Can you give us a sense of how much ability you think you'll have assuming we get a rate cut upcoming here next week to actively reduce your non CD or your retail CD deposits?

Yeah, I think there will be some good opportunities. We have some depositors in that historically have been rate sensitive and so as rates went up, they were looking for higher rates. And so I think as rates go down, we'll have the ability to reset those deposit rates once the Fed funds rate decrease comes through or if it comes through. We have three buckets of deposits that we really look at. Specialty, which are kind of rate based institutional deposits with companies that kind of -- you know, we bought some volume, you know, periods back and have it on our as part of our funding. And I guess, you know, you could come up with another bucket for FHLB, putting that aside in terms of funding. We have our CDs and then we have everything else. And so to John's point, we've been prioritizing dropping the rates on CDs because they mature, you know, annually and we're taking the opportunity to reduce those rates and we've been watching retention, retention is been between 15% and 20% as we've dropped rates and so that's been pretty good. And then as it relates to everything else, we're trying to maintain those relationships and put people in the right product for their needs. There was a huge volume of product here, we had many, many different types of products and it was kind of a convoluted menu. And so we've been shrinking that, making it less complicated and trying to get the clients and the right product for their needs. We instituted a pretty attractive earnings credit rate for our clients, and so that's something that's going to be helpful going forward as we roll it out. So, we're trying to think very strategically about the deposits and the other things I've mentioned in past, Gary, we're not doing any loans without deposits, and so, you know, we're helping ourselves by making sure that we have all the deposits we can from everybody that borrows from us.

Thank you, and just one last quick question, if I can. The $800,000 adjustment on the occupancy line, what does that relate to?

There was some technology initiatives that we had previously undertaken and we've opted not to pursue those initiatives any further and so we just wrote off the capitalized cost.

Thank you. And the next question comes from Andrew Liesch with Sandler O'Neill.

Just a couple follow up questions on the size of the balance sheet here with this securitization plan for next month. Beyond paying down some of some borrowing and what's the is there any other use for the cash that comes in there and then how should we be looking at the size of the securities portfolio I mean, if I just take out the securitization was it there in the total asset base is going to fall below $9 billion this quarter so just kind of trying to get a sense of how these parts are all working together?

Thank you, Andrew, so if you start with where we are today and obviously take out securitization, we're in the high $8 billion range, I would think about that is going to be in the level that we'll be at for the balance of the year. There are some other variables that will come into play, we did see an uptick in the rate of repayments in the multi-family portfolio, if interest rates decline, you know that may stay at an elevated level. We did not see an uptick in repayments in the single family portfolio, but if rates persisted at a lower level, we could see an uptick there. We are seeing some decent production coming out of our C&I book, which should help to normalize it. So overall, we're looking more at a remix within the loan book and then in terms of the securities, we've largely been dependent upon what the market will give us in terms of our ability to reduce our exposure to CLOs. So if we were to see some spread tightening and some opportunities to further reduce our exposure to CLOs we would take advantage of that opportunity but that really of their part will be pending.

Yeah to John's point Andrew, we have a couple of levers to pull on the loan side, we saw the rate of repay in multi-family for loans that pay-off is doubled what it was this quarter, so $600 million of production a $128 million was with single family we obviously don't expect that to continue, we're trying to look at both rate. We are looking at both the rate and credit as we make decisions on what loans to originate, but we could ramp up our volumes if we wanted to, but we're just trying to balance it with the right yields right now, because we're getting pretty low in a long terms probably not the best play to put those on our books. So we'll just have to see where the market goes.

Great. Yes, you guys have covered all my other questions.

Thank you. [Operator Instructions] And the next question comes from Timur Braziler with Wells Fargo Securities.

Hi, good morning. Maybe just following up on that CLO question so to the extent that there is incremental reduction in that portfolio, is that going to be reinvested, I guess how should we be thinking about securities to total assets relative to kind of that 15% level that had been thrown out in the past?

Yeah, I think as we go forward and we simplify our balance sheet and remove some of that choppiness from it, little bit more comfortable having a lower mix of investment securities to assets. So, if we're in that a 10% to 15% range is probably a little bit more or probably a better way to think about it here in the near term. And so to the extent that we do have a reduction in CLO balances, I think you'll start to see us build out a much more traditional securities book of business; so that's something that I think that we'll start to take place in the latter part of this year and then into next year.

Okay, that's helpful. And then in the press release, I think it mentioned that the period and reduction in DDA balances is a bit transitory and you expect that to rebound. I guess what have DDA balances done thus far in the third quarter and what gives you the confidence to think that you're going to get that rebound back from the second quarter reduction?

Most of the growth that we saw in the first quarter came in very late in the quarter and then reverse back out at the start of the second quarter. So if you look at the average balances for NBI, it was actually up quarter-over-quarter. And in terms of kind of our confidence that those have returned and it's much more based upon our relationship and knowledge of the client and how they operate. So that's where our belief is that those deposits will return.

Okay, and then switching to credit, the charge off the $2 million C&I charge off this quarter, is that related to the two leveraged loans that were put on NPL last quarter? Is that something different?

No, it's something totally different. And it was a loan originators a couple of years ago, actually. And so it just went south. And we just took it off on the leverage loan side that we have three direct leverage loans, we did and one, we got out of this quarter. So which was great, we'd like to get out of the other two, but there have got some hair on them. But we did take the opportunity to get out of one of them, which was which we were pleased to do. It was refinanced out and we just didn't participate.

Okay, understood. And then just one last one for me; it seems like the SEC likely to get charged last month that was related to some of the 2017 headlines. Glad to see that the bank was not mentioned at all in there. Does this close the chapter on that part of the story or I guess any color that you can provide would be great.

So, I've gotten up to speed thoroughly on all the open legal matters. As I mentioned last quarter, I think they're getting better for the bank, not worse. The thing that you're mentioning in terms of the charges were not directed at the bank. So I don't have any comment about those. But we are making progress and, you know, hopefully that we can resolve our open legal matters soon. They're covered by insurance, and so obviously it's a little bit lumpy in terms of the reimbursement of expenses but we hope to be out of them soon and there's nothing I've seen that makes me think it's going to get worse it's as I said, I think it's going to get better and you know sooner rather later, hopefully.

Great, appreciate that color. Thank you.

Thank you. And the next question comes from Luke Wooten with KBW.

Good morning, guys. I just wanted to kind of dig in and you talked about it a little bit with the tender offer, just kind of capital management going forward you talked a little bit about repurchase opportunities and just kind of wanted to hear I know that there is the Series D is redeemable in 2Q '20, but just kind of wanted to see what you were thinking about up to that point and going forward through 2020?

Thanks, Luke we will continue to evaluate and obviously the Board to be part of this decisioning process and continue to look at options but as you indicated, probably our next focus is going to be on being able to call that the Series D and the 2Q of next year. If there are other opportunities that come up in the meantime that we think are appropriate to take we'll obviously evaluate those and move forward as appropriate.

Okay, that's helpful. And then just on expenses a little bit I know there's a lot of moving pieces in the professional fees line item but do you have a good run rate for us to kind of use going forward, assuming that there aren't insurance recoveries coming down the pipe?

You're saying if we take out the indemnification, they're related recovery?

Yeah.

No, I think we're still going to have a little bit of an elevated level here in the third quarter and then as we get to the fourth quarter, we'll be down to a level that I think is a good run rate for us. I'm hesitant to give any sort of kind of guidance on that at this time, just simply because we have a lot of things in motion internally and we'll just have to let that play out through the third quarter.

Yeah, I mean, I think we got more movement faster than we expected you know, just a whole bunch of things co-operated but as we said last quarter, we wanted to be in a position so by the end of the year, we've been able to take the actions on expenses that we want to take, so that we start 2020 with the right run rate. There's so many things in the slide and some of the things we just can't pull the trigger on yet because you know there are technology issues or other things that are not yet complete. And we know what those numbers are and that's why we have confidence that we're going to get there by the end of the fourth quarter. You know but it's going to be lumpy before that and, you know we maybe we'll have another good quarter, but we're just not it's going to be very hard to predict.

Okay. Yeah, understandable. And then just touching on a question that was briefly asked just on deposits, I know that the non-interest bearing deposits, the average balances were up while the EOP was a little bit skewed. Just on total deposit growth. Should that kind of follow the asset growth coming down as you kind of get out of those wholesale, wholesale deposits and just kind of how should we look at that number towards the end of the year, just on a total deposit basis, because, I know you said the assets will read below nine and we can kind of get somewhere close with the loans running off. But just wanted to see how we should look at deposits.

Well, in terms of the mix, you know, we're looking at obviously increasing our non-interest bearing and low cost DDA as a higher percentage of our overall deposits. And so that's the thing that I'm looking at mostly is what the mix is. You know, we started a whole bunch of initiatives, I mentioned last quarter that, you know, there are a whole bunch of components to growing a good core deposit base. You need the training, you need you need the right people, you need the right products and you need the right incentives. And we have all those things in place. We spent a good part of it since I've been here, training people and putting in place the right products and making sure people understand and partnering and teams and then about two and a half months, we added close to 800 accounts and almost $50 million in low cost deposits from new money from new clients. That's excluding the money that is with existing clients that we don't have that we should have. And so we're making good progress, as I said before. It's a process, not an event. And so very hard to predict kind of what those volumes are going to be. Although I know from my own experience that momentum really does pick up after a couple of quarters because people have laid all the groundwork necessary to start bringing stuff in and it becomes more systematized and the culture is changed to kind of everybody, you know, gets it. Some has got to only make a mistake, wants to bring a loan to loan committee without deposits. And that story spreads pretty fast. So, you know, that's not happening anymore. And culturally, things are changing here pretty quickly in terms of understanding what we're about serving the businesses in our footprint. In a very relationship oriented way and making sure we have a complete relationship with all of our clients. That process will is very important. I think it's going to pay dividends in quarters to come and it'll build, but it's going to be hard to predict what those volumes will be. But that's why I'm looking at the mix because I know the volumes would be there. But from a mixed perspective, we need to get higher than we are today in terms of our non-interest bearing balances and then I'd say our low cost balances as well.

And I'd say the other thing there's we shrink down the balance sheet, the first movement is going to be the securitization, so all those proceeds will go to reduce overnight advances. So that would be the first movement on the liability side is to reduce the overnight and then it'll be a continuation of what we've described previously as we'll be looking at those term deposits, whether they're broker to retail and as they mature, will reset or run out. And then it's more of a balance of lower cost deposits coming in and being able to continue to reduce the higher cost deposits.

Great, that's super helpful. And thank you guys for also putting that slide in on the variable rate loans, that was really interesting to kind of look at the distance, the floors. Thanks for that. But thank you for taking my questions.

Yeah, of course. Thank you.

Thank you. And the next question comes from Tim Coffey with Janney.

Thank you and good morning, gentlemen. You take a good whack at those CLOs in the last two quarters. And I'm wondering if that's kind of the run rate that you would like to see that those balances reduce?

No, it's not. You know, our ability to reduce to CLOs is much more dependent upon what the market is going to give us. You know, late last year we saw a significant spread widening. And there was not an opportunity to get out of any of those securities because they were all underwater. So, as the spreads tightened, it gave us opportunity to exit them without taking any losses. So it's our intent to continue to look for opportunities to exit where we don't have to take losses. And so right now, we're probably 10 to 15 basis points wide in terms of that spread before we'd have another chunk that would come and give back to kind of our cost basis and give us an opportunity to exit.

We think there is a place for the CLOs are on our balance sheet. We were just trying to do concentrate, but, as is an issue with, you know, as you're running off assets, you've got to have something to replace them with. And we're not looking to decimate our earnings power completely. We've got to find the right replacement for them. And we do feel that they're safe. But we want to concentrate, you know, circumstances permitting. And we got to have an alternative security to put them into, to keep an appropriate mix of make sure our security portfolio, appropriate mix of our total overall assets.

Okay. And I think I might have missed this in your prepared comments, but I'm wondering where you think the overnights might be at the end of next quarter if you have a target?

Not so much a target, but I would say that you would take roughly $600 million out of the overnights. As we've said in the past, we will use the overnights as a bit of a buffer. So to the extent that we have CDs that mature and we don't have any asset proceeds in order to utilize against those maturing CDs, we'll use FHLB advances and then subsequently, as we have asset proceeds or incremental low cost deposit growth then will reduce the overnight advances. So the overnight is a bit of a buffer.

Sure, okay well, thanks rest of my questions have been answered. Thank you.

Thanks, Tim. Appreciate it.

Thank you. And the next question is a follow-up from Gary Tenner with D.A. Davidson.

Thanks. Just quickly on the multifamily securitization one in the quarter is that expected to actually close?

Gary, say that again.

I just wonder on the securitization the timing within the quarter of one that's expected to close?

At the very beginning of August, we went out this past Monday with the process or the bonds have been circled and taken down as of yesterday and so now they're working through the IOPs and then there'll be a final settlement that takes place at the beginning of August.

Okay, great. And then just the loss on the alternative energy partnership investments what's the kind of normalized run rate you expect there or is that now behind us?

No, we've previously entered into two large transactions and our commitment on those has been completed as we said, we wanted to manage our effective tax rate down to something closer to 20% and during the second quarter, we had an opportunity to take down a small solar tax equity investment and so that will create some expense as we go forward and there'll be some additional expense from the prior program but I would expect it to be relatively small quarter-to-quarter.

Okay. Thanks again.

Thanks Gary.

Thank you. And it does conclude the question-and-answer session, as well as today's conference call. Thank you all so much for today's presentation -- for listening today's presentation. You may now disconnect your lines.