Luther Burbank Corp - Quarter Report: 2021 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-38317

Luther Burbank Corporation

(Exact name of registrant as specified in its charter)


California (State or other jurisdiction of incorporation or organization)						68-0270948 (I.R.S. employer identification number)

520 Third St, Fourth Floor, Santa Rosa, California (Address of principal executive offices)						95401 (Zip Code)

Registrant's telephone number, including area code: (844) 446-8201

Securities Registered Pursuant to Section 12(b) of the Act

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, no par value

LBC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☒

Non-accelerated filer

Smaller Reporting Company

☒

Emerging Growth Company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No x

As of July 30, 2021, there were 51,723,447 shares of the registrant’s common stock, no par value, outstanding.

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		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Statements of Financial Condition	3
	Unaudited Consolidated Statements of Income	4
	Unaudited Consolidated Statements of Comprehensive Income	5
	Unaudited Consolidated Statements of Changes in Stockholders' Equity	6
	Unaudited Consolidated Statements of Cash Flows	8
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 4.	Controls and Procedures	60
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities	61
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	62
	Signatures	63

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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” and other similar expressions in this Quarterly Report on Form 10-Q. With respect to any such forward-looking statements, Luther Burbank Corporation (the "Company") claims the protection of the safe harbor provided for in the Private Securities Litigation Reform Act of 1995, as amended. The Company cautions investors that any forward-looking statements presented in this Quarterly Report on Form 10-Q, or those that the Company may make orally or in writing from time to time, are based on the beliefs of, assumptions made by, and information available to, management at the time such statements are first made. Actual outcomes will be affected by known and unknown risks, trends, uncertainties and factors that are beyond the Company’s control or ability to predict. Although the Company believes that management’s beliefs and assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, the Company’s actual future results can be expected to differ from management’s expectations, and those differences may be material and adverse to the Company’s business, results of operations and financial condition. Accordingly, investors should use caution in placing any reliance on forward-looking statements to anticipate future results or trends.

Given the ongoing and dynamic nature of the coronavirus disease 2019 ("COVID-19") pandemic, the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects remain uncertain. Deterioration in general business and economic conditions resulting from the continuing pandemic, including increases in unemployment rates, or turbulence in domestic or global financial markets could adversely affect our revenues and the values of our assets and liabilities, reduce the availability of funding, lead to a tightening of credit, and further increase stock price volatility. In addition, changes to statutes, regulations, or regulatory policies or practices as a result of, or in response to COVID-19, could affect us in substantial and unpredictable ways. Some of the other risks and uncertainties that may cause the Company’s actual results, performance or achievements to differ materially from those expressed include, but are not limited to, the following: the impact of changes in interest rates; political instability; changes in the monetary policies of the U.S. Government; a decline in economic conditions; deterioration in the value of West Coast real estate, both residential and commercial; an increase in the level of non-performing assets and charge-offs; further increased competition among financial institutions; the Company’s ability to continue to attract deposits and quality loan customers; further government regulation, including regulations regarding capital requirements, and the implementation and costs associated with the same; internal and external fraud and cyber-security threats including the loss of bank or customer funds, loss of system functionality or the theft or loss of data; management’s ability to successfully manage the Company’s operations; and the other risks set forth in the Company’s reports filed with the U.S. Securities and Exchange Commission. For further discussion of these and other factors, see “Item 1A. Risk Factors” in Part II of this Quarterly Report on Form 10-Q and the Company’s 2020 Annual Report on Form 10-K.

Any forward-looking statements in this Quarterly Report on Form 10-Q and all subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company does not undertake any obligation to release publicly any revisions to forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made, and hereby specifically disclaims any intention to do so, unless required by law.

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PART I.

Item 1. Financial Statements

LUTHER BURBANK CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollar amounts in thousands)


	June 30, 2021 (unaudited)		December 31, 2020
ASSETS
Cash, cash equivalents and restricted cash	$	70,296	$	178,861

Available for sale debt securities, at fair value	653,260		593,734
Held to maturity debt securities, at amortized cost (fair value of $4,527 and $7,870 at June 30, 2021 and December 31, 2020, respectively)	4,324		7,467
Equity securities, at fair value	11,859		12,037

Loans receivable, net of allowance for loan losses of $41,335 and $46,214 at June 30, 2021 and December 31, 2020, respectively	6,402,305		6,003,602
Accrued interest receivable	18,909		18,795
Federal Home Loan Bank ("FHLB") stock, at cost	29,135		25,122
Premises and equipment, net	17,039		18,226
Goodwill	3,297		3,297
Prepaid expenses and other assets	46,654		44,963
Total assets	$	7,257,078	$	6,906,104

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits	$	5,401,972	$	5,264,329
FHLB advances	1,005,147		806,747
Junior subordinated deferrable interest debentures	61,857		61,857
Senior debt
$95,000 face amount, 6.5% interest rate, due September 30, 2024 (less debt issuance costs of $399 and $461 at June 30, 2021 and December 31, 2020, respectively)	94,601		94,539
Accrued interest payable	527		1,388
Other liabilities and accrued expenses	54,275		63,553
Total liabilities	6,618,379		6,292,413

Commitments and contingencies (Note 15)

Stockholders' equity:
Preferred stock, no par value; 5,000,000 shares authorized; none issued and outstanding at June 30, 2021 and December 31, 2020, respectively	—		—
Common stock, no par value; 100,000,000 shares authorized; 51,861,704 and 52,220,266 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	407,860		414,120
Retained earnings	226,446		192,834
Accumulated other comprehensive income, net of taxes	4,393		6,737
Total stockholders' equity	638,699		613,691
Total liabilities and stockholders' equity	$	7,257,078	$	6,906,104

See accompanying notes to unaudited consolidated financial statements

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LUTHER BURBANK CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollar amounts in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Interest and fee income:
Loans	$	54,191	$	58,190	$	108,249	$	118,895
Investment securities	2,091		2,316		4,074		5,619
Cash, cash equivalents and restricted cash	34		55		84		372
Total interest and fee income	56,316		60,561		112,407		124,886
Interest expense:
Deposits	9,749		19,821		21,355		44,402
FHLB advances	3,839		5,685		7,772		11,243
Junior subordinated deferrable interest debentures	255		332		514		825
Senior debt	1,574		1,575		3,148		3,153
Total interest expense	15,417		27,413		32,789		59,623
Net interest income before provision for loan losses	40,899		33,148		79,618		65,263
(Reversal of) provision for loan losses	(2,500)		5,250		(5,000)		10,550
Net interest income after provision for loan losses	43,399		27,898		84,618		54,713
Noninterest income:

FHLB dividends	371		374		738		909
Other income	139		297		81		560
Total noninterest income	510		671		819		1,469
Noninterest expense:
Compensation and related benefits	8,641		10,300		19,021		21,505
Deposit insurance premium	467		471		939		947
Professional and regulatory fees	614		454		1,098		885
Occupancy	1,257		1,101		2,472		2,241
Depreciation and amortization	678		687		1,333		1,356
Data processing	873		1,038		1,846		2,005
Marketing	235		330		527		1,205
Other expenses	1,115		967		2,048		2,063
Total noninterest expense	13,880		15,348		29,284		32,207
Income before provision for income taxes	30,029		13,221		56,153		23,975
Provision for income taxes	8,813		3,903		16,526		7,081
Net income	$	21,216	$	9,318	$	39,627	$	16,894

Basic earnings per common share	$	0.41	$	0.18	$	0.76	$	0.31
Diluted earnings per common share	$	0.41	$	0.18	$	0.76	$	0.31
Dividends per common share	$	0.06	$	0.06	$	0.12	$	0.12

See accompanying notes to unaudited consolidated financial statements

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LUTHER BURBANK CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollar amounts in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income	$	21,216	$	9,318	$	39,627	$	16,894
Other comprehensive income (loss):
Unrealized gain (loss) on available for sale debt securities:
Unrealized holding gain (loss) arising during the period	512		6,172		(3,303)		7,223

Tax effect	(150)		(1,796)		959		(2,101)
Total other comprehensive income (loss), net of tax	362		4,376		(2,344)		5,122





Comprehensive income	$	21,578	$	13,694	$	37,283	$	22,016

See accompanying notes to unaudited consolidated financial statements

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LUTHER BURBANK CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

(Dollar amounts in thousands, except per share data)



						Accumulated Other Comprehensive Income (Net of Taxes)		Total Stockholders' Equity
	Common Stock			Retained Earnings		Available for Sale Securities
	Shares	Amount
Balance, March 31, 2020	54,286,465	$	431,578	$	169,572	$	2,190		$	603,340


Net income	—	—		9,318		—			9,318
Other comprehensive income	—	—		—		4,376			4,376



Shares withheld to pay taxes on stock based compensation	(2,740)	(28)		—		—			(28)
Restricted stock forfeitures	(11,416)	(17)		2		—			(15)
Stock based compensation expense	—	899		—		—			899
Shares repurchased	(1,889,414)	(18,168)		—		—			(18,168)
Cash dividends ($0.06 per share)	—	—		(3,040)		—			(3,040)
Balance, June 30, 2020	52,382,895	$	414,264	$	175,852	$	6,566		$	596,682

Balance, March 31, 2021	52,231,912	$	411,702	$	208,236	$	4,031		$	623,969


Net income	—	—		21,216		—			21,216
Other comprehensive income	—	—		—		362			362
Restricted stock award grants	6,395	—		—		—			—



Stock based compensation expense	—	651		—		—			651
Shares repurchased	(376,603)	(4,493)		—		—			(4,493)
Cash dividends ($0.06 per share)	—	—		(3,006)		—			(3,006)
Balance, June 30, 2021	51,861,704	$	407,860	$	226,446	$	4,393		$	638,699

See accompanying notes to unaudited consolidated financial statements

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						Accumulated Other Comprehensive Income (Loss) (Net of Taxes)		Total Stockholders' Equity
	Common Stock			Retained Earnings		Available for Sale Securities
	Shares	Amount
Balance, December 31, 2019	55,999,754	$	447,784	$	165,236	$	1,444		$	614,464



Net income	—	—		16,894		—			16,894
Other comprehensive income	—	—		—		5,122			5,122

Restricted stock award grants	250,118	—		—		—			—
Settled restricted stock units	70,220	—		—		—			—
Shares withheld to pay taxes on stock based compensation	(56,564)	(591)		—		—			(591)
Restricted stock forfeitures	(28,824)	(25)		8		—			(17)
Stock based compensation expense	—	1,810		—		—			1,810
Shares repurchased	(3,851,809)	(34,714)		—		—			(34,714)
Cash dividends ($0.12 per share)	—	—		(6,286)		—			(6,286)
Balance, June 30, 2020	52,382,895	$	414,264	$	175,852	$	6,566		$	596,682

Balance, December 31, 2020	52,220,266	$	414,120	$	192,834	$	6,737		$	613,691


Net income	—	—		39,627		—			39,627
Other comprehensive loss	—	—		—		(2,344)			(2,344)
Restricted stock award grants	289,473	—		—		—			—
Settled restricted stock units	68,873	—		—		—			—
Shares withheld to pay taxes on stock based compensation	(85,825)	(901)		—		—			(901)
Restricted stock forfeitures	(52,798)	(67)		13		—			(54)
Stock based compensation expense	—	1,301		—		—			1,301
Shares repurchased	(578,285)	(6,593)		—		—			(6,593)
Cash dividends ($0.12 per share)	—	—		(6,028)		—			(6,028)
Balance, June 30, 2021	51,861,704	$	407,860	$	226,446	$	4,393		$	638,699

See accompanying notes to unaudited consolidated financial statements

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LUTHER BURBANK CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollar amounts in thousands)


	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net income	$	39,627	$	16,894
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,333		1,356
(Reversal of) provision for loan losses	(5,000)		10,550
Amortization of deferred loan costs, net	9,831		7,693
Amortization of premiums on investment securities, net	1,225		1,465



Stock based compensation expense, net of forfeitures	1,234		1,785

Change in fair value of mortgage servicing rights	407		629
Change in fair value of equity securities	178		(288)


Other items, net	100		6
Effect of changes in:
Accrued interest receivable	(114)		426
Accrued interest payable	(861)		(1,648)
Prepaid expenses and other assets	2,539		(658)
Other liabilities and accrued expenses	(5,928)		(2,363)
Net cash provided by operating activities	44,571		35,847
Cash flows from investing activities:
Proceeds from maturities, paydowns and calls of available for sale debt securities	71,218		155,188
Proceeds from maturities and paydowns of held to maturity debt securities	3,070		728

Purchases of available for sale debt securities	(135,200)		(159,639)

Net increase in loans receivable	(123,673)		(22,625)

Purchase of loans	(286,917)		(20,507)
(Purchase) redemption of FHLB stock, net	(4,013)		730
Purchase of premises and equipment	(155)		(1,114)

Net cash used in investing activities	(475,670)		(47,239)
Cash flows from financing activities:
Net increase in deposits	137,643		148,802
Proceeds from long-term FHLB advances	150,000		136,500
Repayment of long-term FHLB advances	(180,000)		(151,955)
Net change in short-term FHLB advances	228,400		(1,500)
Shares withheld for taxes on vested restricted stock	(901)		(591)
Shares repurchased	(6,593)		(34,714)
Cash paid for dividends	(6,015)		(6,278)
Net cash provided by financing activities	322,534		90,264
(Decrease) increase in cash, cash equivalents and restricted cash	(108,565)		78,872
Cash, cash equivalents and restricted cash, beginning of period	178,861		91,325
Cash, cash equivalents and restricted cash, end of period	$	70,296	$	170,197
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	33,650	$	61,271
Income taxes	$	18,883	$	438

See accompanying notes to unaudited consolidated financial statements

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LUTHER BURBANK CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.NATURE OF OPERATIONS

Organization

Luther Burbank Corporation (the ‘‘Company’’), a California corporation headquartered in Santa Rosa, is the bank holding company for its wholly-owned subsidiary, Luther Burbank Savings (the "Bank"), and its wholly-owned subsidiary, Burbank Investor Services. The Company also owns Burbank Financial Inc., a real estate investment company, and all the common interests in Luther Burbank Statutory Trusts I and II, entities created to issue trust preferred securities.

The Bank conducts its business from its headquarters in Gardena, California. It has ten full service branches in California located in Sonoma, Marin, Santa Clara, and Los Angeles Counties and one full service branch in Washington located in King County. Additionally, there are six loan production offices located throughout California, as well as a loan production office in Clackamas County, Oregon.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all footnotes as would be necessary for a fair presentation of financial position, results of operations and comprehensive income, changes in stockholders’ equity and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). However, these interim unaudited consolidated financial statements reflect all adjustments (consisting solely of normal recurring adjustments and accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and comprehensive income, changes in stockholders’ equity and cash flows for the interim periods presented. These unaudited consolidated financial statements have been prepared on a basis consistent with, and should be read in conjunction with, the audited consolidated financial statements as of and for the year ended December 31, 2020, and the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (the “SEC”), under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated.

The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results of operations that may be expected for any other interim period or for the year ending December 31, 2021.

The Company’s accounting and reporting policies conform to GAAP and to general practices within the banking industry.

Use of Estimates

Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions affect the amounts reported in the unaudited consolidated financial statements and the disclosures provided, and actual results could differ.

Reclassifications

Certain prior balances in the unaudited consolidated financial statements have been reclassified to conform to current year presentation. These reclassifications had no effect on prior year net income or stockholders’ equity.

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Earnings Per Share ("EPS")

Basic earnings per common share represents the amount of earnings for the period available to each share of common stock outstanding during the reporting period. Basic EPS is computed based upon net income divided by the weighted average number of common shares outstanding during the period. In determining the weighted average number of shares outstanding, vested restricted stock units are included. Diluted EPS represents the amount of earnings for the period available to each share of common stock outstanding including common stock that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during each reporting period. Diluted EPS is computed based upon net income divided by the weighted average number of common shares outstanding during each period, adjusted for the effect of dilutive potential common shares, such as restricted stock awards and units, calculated using the treasury stock method.


(Dollars in thousands, except share amounts)	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income	$	21,216	$	9,318	$	39,627	$	16,894

Weighted average basic common shares outstanding	51,726,331		52,465,458		51,854,531		54,038,642
Add: Dilutive effects of assumed vesting of restricted stock	134,802		85,548		125,155		99,410
Weighted average diluted common shares outstanding	51,861,133		52,551,006		51,979,686		54,138,052

Income per common share:
Basic EPS	$	0.41	$	0.18	$	0.76	$	0.31
Diluted EPS	$	0.41	$	0.18	$	0.76	$	0.31
Anti-dilutive shares not included in calculation of diluted earnings per share	—		13,734		2,706		18,980

2. INVESTMENT SECURITIES

Available for Sale

The following table summarizes the amortized cost and the estimated fair value of available for sale debt securities as of the dates indicated:


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
At June 30, 2021:
Government and Government Sponsored Entities:
Residential mortgage backed securities ("MBS") and collateralized mortgage obligations ("CMOs")	$	166,439	$	2,102	$	(700)	$	167,841
Commercial MBS and CMOs	438,112		5,457		(957)		442,612
Agency bonds	12,754		217		—		12,971
Other asset backed securities ("ABS")	29,764		72		—		29,836
Total available for sale debt securities	$	647,069	$	7,848	$	(1,657)	$	653,260
At December 31, 2020:
Government and Government Sponsored Entities:
Residential MBS and CMOs	$	213,279	$	3,459	$	(14)	$	216,724
Commercial MBS and CMOs	355,963		6,337		(312)		361,988
Agency bonds	14,998		69		(45)		15,022
Total available for sale debt securities	$	584,240	$	9,865	$	(371)	$	593,734

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Net unrealized gains on available for sale investment securities are recorded as accumulated other comprehensive income within stockholders’ equity and totaled $4.4 million and $6.7 million, net of $1.8 million and $2.8 million in tax liabilities, at June 30, 2021 and December 31, 2020, respectively. There were no sales or transfers of available for sale investment securities and no realized gains or losses on these securities during the three or six months ended June 30, 2021 or 2020.

The following tables summarize the gross unrealized losses and fair value of available for sale debt securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:


	June 30, 2021
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Government and Government Sponsored Entities:
Residential MBS and CMOs	$	51,171	$	(697)	$	372	$	(3)	$	51,543	$	(700)
Commercial MBS and CMOs	135,681		(948)		5,848		(9)		141,529		(957)


Total available for sale debt securities	$	186,852	$	(1,645)	$	6,220	$	(12)	$	193,072	$	(1,657)

At June 30, 2021, the Company held 86 residential MBS and CMOs of which nine were in a loss position and five had been in a loss position for twelve months or more. The Company held 53 commercial MBS and CMOs of which 14 were in a loss position and one had been in a loss position for twelve months or more.


	December 31, 2020
	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Government and Government Sponsored Entities:
Residential MBS and CMOs	$	14,193	$	(12)	$	4,248	$	(2)	$	18,441	$	(14)
Commercial MBS and CMOs	33,986		(37)		37,194		(275)		71,180		(312)
Agency bonds	3,331		(8)		8,667		(37)		11,998		(45)
Total available for sale debt securities	$	51,510	$	(57)	$	50,109	$	(314)	$	101,619	$	(371)

At December 31, 2020, the Company held 86 residential MBS and CMOs of which 11 were in a loss position and six had been in a loss position for twelve months or more. The Company held 46 commercial MBS and CMOs of which ten were in a loss position and six had been in a loss position for twelve months or more. The Company held three agency bonds of which two were in a loss position and one had been in a loss position for twelve months or more.

The unrealized losses on the Company’s investments were caused by interest rate changes. In addition, the contractual cash flows of these investments are guaranteed by the U.S. government or agencies sponsored by the U.S. government. Accordingly, it is expected that the securities will not be settled at a price less than amortized cost. Because the decline in market value is attributable to changes in interest rates but not credit quality, and because the Company has the ability and intent to hold those investments until a recovery of fair value, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2021 or December 31, 2020.

As of June 30, 2021 and December 31, 2020, there were no holdings of securities of any one issuer in an amount greater than 10% of stockholders' equity, other than the U.S. government and its agencies.

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Held to Maturity

The following table summarizes the amortized cost and estimated fair value of held to maturity investment securities as of the dates indicated:


(Dollars in thousands)	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Estimated Fair Value
As of June 30, 2021:
Government Sponsored Entities:
Residential MBS	$	4,252	$	203	$	—	$	4,455
Other investments	72		—		—		72
Total held to maturity investment securities	$	4,324	$	203	$	—	$	4,527
As of December 31, 2020:
Government Sponsored Entities:
Residential MBS	$	7,391	$	403	$	—	$	7,794
Other investments	76		—		—		76
Total held to maturity investment securities	$	7,467	$	403	$	—	$	7,870

The following table summarizes the scheduled maturities of available for sale and held to maturity investment securities as of June 30, 2021:


	June 30, 2021
(Dollars in thousands)	Amortized Cost		Fair Value
Available for sale debt securities


Five to ten years	$	9,754	$	9,905
Beyond ten years	3,000		3,066
MBS, CMOs and other ABS	634,315		640,289
Total available for sale debt securities	$	647,069	$	653,260
Held to maturity investments securities
Beyond ten years	$	72	$	72
MBS	4,252		4,455
Total held to maturity debt securities	$	4,324	$	4,527

The amortized cost and fair value of debt securities are shown by contractual maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. As such, mortgage backed securities, collateralized mortgage obligations and other asset backed securities are not included in the maturity categories above and instead are shown separately. No securities were pledged as of June 30, 2021 or December 31, 2020.

Equity Securities

Equity securities consist of investments in a qualified community reinvestment fund. At June 30, 2021 and December 31, 2020, the fair value of equity securities totaled $11.9 million and $12.0 million, respectively. Changes in fair value are recognized in other noninterest income. During the three and six months ended June 30, 2021, the fair value of these investments increased $33 thousand and decreased $178 thousand, respectively, compared to an increase in fair value of $100 thousand and $288 thousand, respectively, during the three and six months ended June 30, 2020. There were no sales of equity securities during the three or six months ended June 30, 2021 or 2020.

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3. LOANS

Loans consist of the following:


(Dollars in thousands)	June 30, 2021		December 31, 2020
Permanent mortgages on:
Multifamily residential	$	4,281,698	$	4,100,831
Single family residential	1,945,099		1,723,953
Commercial real estate	196,347		202,871
Construction and land loans	20,496		22,061
Non-Mortgage (‘‘NM’’) loans	—		100
Total	6,443,640		6,049,816
Allowance for loan losses	(41,335)		(46,214)
Loans held for investment, net	$	6,402,305	$	6,003,602

Certain loans have been pledged to secure borrowing arrangements (see Note 7).

During the six months ended June 30, 2021, the Company purchased a pool of performing, fixed rate single family residential loans. The pool had an aggregate principal balance of $287.8 million and contained loans with a weighted average interest rate and maturity of 2.31% and 26.4 years, respectively.

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The following table summarizes activity in and the allocation of the allowance for loan losses by portfolio segment:


(Dollars in thousands)	Multifamily Residential		Single Family Residential		Commercial Real Estate		Land, Construction and NM		Total
Three months ended June 30, 2021
Allowance for loan losses:
Beginning balance allocated to portfolio segments	$	30,838	$	9,816	$	2,871	$	241	$	43,766
(Reversal of) provision for loan losses	(724)		(1,546)		(166)		(64)		(2,500)
Charge-offs	—		—		—		—		—
Recoveries	—		62		—		7		69
Ending balance allocated to portfolio segments	$	30,114	$	8,332	$	2,705	$	184	$	41,335
Three months ended June 30, 2020
Allowance for loan losses:
Beginning balance allocated to portfolio segments	$	27,308	$	10,426	$	2,677	$	246	$	40,657
Provision for (reversal of) loan losses	3,529		1,199		628		(106)		5,250
Charge-offs	—		—		—		—		—
Recoveries	—		3		—		75		78
Ending balance allocated to portfolio segments	$	30,837	$	11,628	$	3,305	$	215	$	45,985
Six months ended June 30, 2021
Allowance for loan losses:
Beginning balance allocated to portfolio segments	$	33,259	$	9,372	$	3,347	$	236	$	46,214
(Reversal of) provision for loan losses	(3,145)		(1,104)		(642)		(109)		(5,000)
Charge-offs	—		—		—		—		—
Recoveries	—		64		—		57		121
Ending balance allocated to portfolio segments	$	30,114	$	8,332	$	2,705	$	184	$	41,335
Six months ended June 30, 2020
Allowance for loan losses:
Beginning balance allocated to portfolio segments	$	23,372	$	10,076	$	2,341	$	212	$	36,001
Provision for (reversal of) loan losses	7,465		2,268		964		(147)		10,550
Charge-offs	—		(722)		—		—		(722)
Recoveries	—		6		—		150		156
Ending balance allocated to portfolio segments	$	30,837	$	11,628	$	3,305	$	215	$	45,985

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The following table summarizes the allocation of the allowance for loan losses by impairment methodology:


(Dollars in thousands)	Multifamily Residential		Single Family Residential		Commercial Real Estate		Land, Construction and NM		Total
As of June 30, 2021:
Ending allowance balance allocated to:
Loans individually evaluated for impairment	$	—	$	25	$	—	$	—	$	25
Loans collectively evaluated for impairment	30,114		8,307		2,705		184		41,310
Ending balance	$	30,114	$	8,332	$	2,705	$	184	$	41,335
Loans:
Ending balance: individually evaluated for impairment	$	515	$	4,162	$	—	$	—	$	4,677
Ending balance: collectively evaluated for impairment	4,281,183		1,940,937		196,347		20,496		6,438,963
Ending balance	$	4,281,698	$	1,945,099	$	196,347	$	20,496	$	6,443,640
As of December 31, 2020:
Ending allowance balance allocated to:
Loans individually evaluated for impairment	$	—	$	25	$	—	$	—	$	25
Loans collectively evaluated for impairment	33,259		9,347		3,347		236		46,189
Ending balance	$	33,259	$	9,372	$	3,347	$	236	$	46,214
Loans:
Ending balance: individually evaluated for impairment	$	522	$	7,051	$	—	$	—	$	7,573
Ending balance: collectively evaluated for impairment	4,100,309		1,716,902		202,871		22,161		6,042,243
Ending balance	$	4,100,831	$	1,723,953	$	202,871	$	22,161	$	6,049,816

The Company assigns a risk rating to all loans and periodically performs detailed reviews of all loans to identify credit risks and to assess the overall collectability of the portfolio. During these internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, as well as the financial performance and/or other characteristics of loan collateral. These credit quality indicators are used to assign a risk rating to each individual loan. The risk ratings can be grouped into six major categories, defined as follows:

Pass assets are those which are performing according to contract and have no existing or known weaknesses deserving of management’s close attention. The basic underwriting criteria used to approve the loans are still valid, and all payments have essentially been made as planned.

Watch assets are expected to have an event occurring in the near future that will lead to a change in risk rating with the change being either favorable or unfavorable. These assets require heightened monitoring of the event by management.

Special mention assets have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Special mention assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.

Substandard assets are inadequately protected by the current net worth and/or paying capacity of the obligor or by the collateral pledged. These assets have well-defined weaknesses: the primary source of repayment is gone or severely impaired (i.e., bankruptcy or loss of employment) and/or there has been a deterioration in collateral value. In addition, there is the distinct possibility that the Company will sustain some loss, either directly or indirectly (i.e., the cost of monitoring), if the deficiencies are not corrected. A deterioration in collateral value alone does not mandate that an asset be adversely classified if such factor does not indicate that the primary source of repayment is in jeopardy.

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Doubtful assets have the weaknesses of those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable based on current facts, conditions and values.

Loss assets are considered uncollectible and of such little value that their continuance as assets, without establishment of a specific valuation allowance or charge-off, is not warranted. This classification does not necessarily mean that an asset has absolutely no recovery or salvage value; but rather, it is not practical or desirable to defer writing off a basically worthless asset (or portion thereof) even though partial recovery may be affected in the future.

The following table summarizes the loan portfolio allocated by management’s internal risk ratings at June 30, 2021 and December 31, 2020. The decrease in Watch, Special Mention and Substandard risk rated loans during the six months ended June 30, 2021 was primarily attributable to the diminishing impact of the COVID-19 pandemic on the performance of loans. As of June 30, 2021, all loans modified under the Company's payment deferral program implemented in response to the pandemic had returned to scheduled payments or paid off in full.


(Dollars in thousands)	Multifamily Residential		Single Family Residential		Commercial Real Estate		Land, Construction and NM		Total
As of June 30, 2021:
Grade:
Pass	$	4,139,427	$	1,903,995	$	177,366	$	18,790	$	6,239,578
Watch	108,763		37,403		18,981		1,706		166,853
Special mention	15,022		2,614		—		—		17,636
Substandard	18,486		1,087		—		—		19,573

Total	$	4,281,698	$	1,945,099	$	196,347	$	20,496	$	6,443,640
As of December 31, 2020:
Grade:
Pass	$	3,883,597	$	1,624,331	$	162,615	$	22,161	$	5,692,704
Watch	177,483		85,943		36,657		—		300,083
Special mention	19,547		7,132		3,599		—		30,278
Substandard	20,204		6,547		—		—		26,751

Total	$	4,100,831	$	1,723,953	$	202,871	$	22,161	$	6,049,816

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The following table summarizes an aging analysis of the loan portfolio by the time past due at June 30, 2021 and December 31, 2020:


(Dollars in thousands)	30 Days		60 Days		90+ Days		Non-accrual		Current		Total
As of June 30, 2021:
Loans:
Multifamily residential	$	608	$	323	$	—	$	515	$	4,280,252	$	4,281,698
Single family residential	1,022		738		—		192		1,943,147		1,945,099
Commercial real estate	—		—		—		—		196,347		196,347
Land and construction	—		—		—		—		20,496		20,496
Total	$	1,630	$	1,061	$	—	$	707	$	6,440,242	$	6,443,640
As of December 31, 2020:
Loans:
Multifamily residential	$	1,820	$	—	$	—	$	522	$	4,098,489	$	4,100,831
Single family residential	338		—		—		5,791		1,717,824		1,723,953
Commercial real estate	2,683		—		—		—		200,188		202,871
Land, construction and NM	—		—		—		—		22,161		22,161
Total	$	4,841	$	—	$	—	$	6,313	$	6,038,662	$	6,049,816

The following table summarizes information related to impaired loans at June 30, 2021 and December 31, 2020:


	As of June 30, 2021						As of December 31, 2020
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Multifamily residential	$	515	$	591	$	—	$	522	$	599	$	—
Single family residential	3,303		3,506		—		6,174		6,500		—


	3,818		4,097		—		6,696		7,099		—
With an allowance recorded:

Single family residential	859		856		25		877		874		25


	859		856		25		877		874		25
Total:
Multifamily residential	515		591		—		522		599		—
Single family residential	4,162		4,362		25		7,051		7,374		25


	$	4,677	$	4,953	$	25	$	7,573	$	7,973	$	25

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The following tables summarize information related to impaired loans for the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,
	2021						2020
(Dollars in thousands)	Average Recorded Investment		Interest Income		Cash Basis Interest		Average Recorded Investment		Interest Income		Cash Basis Interest
With no related allowance recorded:
Multifamily residential	$	908	$	8	$	8	$	535	$	8	$	8
Single family residential	4,872		50		28		4,924		25		20


	5,780		58		36		5,459		33		28
With an allowance recorded:

Single family residential	863		6		—		898		10		—


	863		6		—		898		10		—
Total:
Multifamily residential	908		8		8		535		8		8
Single family residential	5,735		56		28		5,822		35		20


	$	6,643	$	64	$	36	$	6,357	$	43	$	28



	Six Months Ended June 30,
	2021						2020
(Dollars in thousands)	Average Recorded Investment		Interest Income		Cash Basis Interest		Average Recorded Investment		Interest Income		Cash Basis Interest
With no related allowance recorded:
Multifamily residential	$	967	$	14	$	14	$	537	$	17	$	17
Single family residential	5,431		111		85		4,775		44		34


	6,398		125		99		5,312		61		51
With an allowance recorded:

Single family residential	868		13		—		1,587		21		—


	868		13		—		1,587		21		—
Total:
Multifamily residential	967		14		14		537		17		17
Single family residential	6,299		124		85		6,362		65		34


	$	7,266	$	138	$	99	$	6,899	$	82	$	51

The following table summarizes the recorded investment related to troubled debt restructurings ("TDRs") at June 30, 2021 and December 31, 2020:


(Dollars in thousands)	June 30, 2021		December 31, 2020
Troubled debt restructurings:

Single family residential	$	1,234	$	3,967

The Company has allocated $25 thousand of its allowance for loan losses for loans modified in TDRs at both June 30, 2021 and December 31, 2020. The Company does not have commitments to lend additional funds to borrowers with loans whose terms have been modified in TDRs. There were no new TDRs during the three or six months ended June 30, 2021.

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During the three and six months ended June 30, 2020, the Company modified the terms of two loans that qualified as TDRs. The following table provides a detail of these modifications:


(Dollars in thousands)	Number of Contracts	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled debt restructurings:
Single family residential	2	$	2,672	$	2,672

Terms of the two modifications above included suspension of loan payments for six months and an extension of the loan term. Prior to modification, both loans were classified as non-accrual and impaired. The TDRs above resulted in no increase to the allowance for loan losses and no charge offs, primarily due to collateral support provided by the secondary sources of repayment.

The Company had no TDRs with a subsequent payment default within twelve months following the modification during the three or six months ended June 30, 2021 and 2020. A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

4. NONPERFORMING ASSETS

Nonperforming assets include nonperforming loans plus real estate owned. The Company’s nonperforming assets at June 30, 2021 and December 31, 2020 are indicated below:


(Dollars in thousands)	June 30, 2021		December 31, 2020
Non-accrual loans:
Multifamily residential	$	515	$	522
Single family residential	192		5,791

Total non-accrual loans	707		6,313
Real estate owned	—		—
Total nonperforming assets	$	707	$	6,313

Interest income on non-accrual loans is subsequently recognized on a cash basis as long as the remaining unpaid principal amount of the loans are deemed to be fully collectible. If there is doubt regarding the collectability of the loan, then any interest payments received are applied to principal. Interest income was recognized on a cash basis on non-accrual loans during the three and six months ended June 30, 2021 totaling $36 thousand and $99 thousand, respectively, compared to $28 thousand and $51 thousand for the three and six months ended June 30, 2020. Contractual interest not recorded on nonperforming loans during the three and six months ended June 30, 2021 totaled $1 thousand and $16 thousand, respectively, compared to $70 thousand and $141 thousand for the three and six months ended June 30, 2020.

Generally, nonperforming loans are considered impaired because the repayment of the loan will not be made in accordance with the original contractual agreement.

5. MORTGAGE SERVICING RIGHTS

Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and conducting foreclosure proceedings. Loan servicing income is recorded on the accrual basis and includes servicing fees from investors and certain charges collected from borrowers. Mortgage loans serviced for others are not reported as assets. The principal

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balances of these loans are as follows:


(Dollars in thousands)	June 30, 2021		December 31, 2020
Mortgage loans serviced for:
Federal Home Loan Mortgage Corporation ("Freddie Mac")	$	166,230	$	216,431
Other financial institutions	79,686		103,325
Total mortgage loans serviced for others	$	245,916	$	319,756

Custodial account balances maintained in connection with serviced loans totaled $4.8 million and $10.9 million at June 30, 2021 and December 31, 2020, respectively.

The Company measures servicing rights at fair value at each reporting date and reports changes in the fair value of servicing assets in earnings in the period in which the changes occur. Fair value is based on a valuation model that calculates the present value of estimated future net servicing income. Activities for mortgage servicing rights are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2021		2020		2021		2020
Beginning balance	$	1,428	$	2,262	$	1,599	$	2,657
Additions	—		—		—		—
Disposals	—		—		—		—
Changes in fair value due to changes in assumptions	—		—		—		—
Other changes in fair value	(236)		(234)		(407)		(629)
Ending balance	$	1,192	$	2,028	$	1,192	$	2,028

Fair value as of June 30, 2021 was determined using a discount rate of 10%, prepayment speeds ranging from 7.7% to 78.1% and a weighted average default rate of 5%. The weighted average prepayment speed at June 30, 2021 was 36.2%. Fair value as of December 31, 2020 was determined using a discount rate of 10%, prepayment speeds ranging from 7.4% to 55.8% and a weighted average default rate of 5%. The weighted average prepayment speed at December 31, 2020 was 28.9%.

6. DEPOSITS

A summary of deposits at June 30, 2021 and December 31, 2020 is as follows:


(Dollars in thousands)	June 30, 2021		December 31, 2020
Time deposits	$	2,772,242	$	3,057,197
Money market savings	1,945,773		1,678,942
Interest-bearing demand	150,994		151,954
Money market checking	405,153		282,897
Noninterest-bearing demand	127,810		93,339
Total	$	5,401,972	$	5,264,329

The Company had time deposits with a denomination of $100 thousand or more totaling $2.2 billion and $2.6 billion at June 30, 2021 and December 31, 2020, respectively.

The Company had time deposits that met or exceeded the FDIC insurance limit of $250 thousand of $1.2 billion and $1.4 billion at June 30, 2021 and December 31, 2020, respectively.

The Company utilizes brokered deposits as an additional source of funding. The Company had brokered deposits of $201.7 million and $50.0 million at June 30, 2021 and December 31, 2020, respectively.

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Maturities of the Company’s time deposits at June 30, 2021 are summarized as follows:


(Dollars in thousands)
July 1 - December 31, 2021	$	1,663,060
2022	1,079,049
2023	13,360
2024	8,847
2025	7,183
Thereafter	743
Total	$	2,772,242

7. FEDERAL HOME LOAN BANK AND FEDERAL RESERVE BANK ADVANCES

The Bank may borrow from the FHLB, on either a short-term or long-term basis, up to 40% of its assets provided that adequate collateral has been pledged. As of June 30, 2021 and December 31, 2020, the Bank had pledged various mortgage loans totaling approximately $2.6 billion and $2.4 billion, respectively, as well as the FHLB stock held by the Bank to secure these borrowing arrangements.

The Bank has access to the Loan and Discount Window of the Federal Reserve Bank of San Francisco ("FRB"). Advances under this window are subject to the Bank providing qualifying collateral. Various mortgage loans totaling approximately $536.1 million and $467.8 million as of June 30, 2021 and December 31, 2020, respectively, secure this borrowing arrangement. There were no borrowings outstanding with the FRB as of June 30, 2021 or December 31, 2020.

The following table discloses the Bank’s outstanding advances from the FHLB of San Francisco:


	Outstanding Balances				As of June 30, 2021
(Dollars in thousands)	June 30, 2021		December 31, 2020		Minimum Interest Rate		Maximum Interest Rate		Weighted Average Rate		Maturity Dates
Fixed rate short-term	$	228,400	$	—	0.12	%	0.15	%	0.14	%	July 2021 to August 2021
Fixed rate long-term	776,747		806,747		0.15	%	7.33	%	1.84	%	August 2021 to March 2030

	$	1,005,147	$	806,747

The Bank's available borrowing capacity based on pledged loans to the FHLB and the FRB totaled $1.1 billion at both June 30, 2021 and December 31, 2020. As of June 30, 2021 and December 31, 2020, the Bank had aggregate loan balances of $2.4 billion and $1.8 billion, respectively, available to pledge to the FHLB and FRB to increase its borrowing capacity. As of June 30, 2021 and December 31, 2020, the Bank pledged as collateral a $62.6 million FHLB letter of credit to Freddie Mac related to our multifamily securitization reimbursement obligation.

Short-term borrowings are borrowings with original maturities of 90 days or less. During the three and six months ended June 30, 2021, there was a maximum amount of short-term borrowings outstanding of $352.9 million for both periods and an average amount outstanding of $242.1 million and $165.9 million, respectively, with a weighted average interest rate of 0.13% and 0.14%, respectively. During the three and six months ended June 30, 2020, there was a maximum amount of short-term borrowings outstanding of $34.0 million and $77.8 million, respectively, and an average amount outstanding of $4.1 million and $13.9 million, respectively, with a weighted average interest rate of 0.22% and 1.45%, respectively.

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The following table summarizes scheduled principal payments on FHLB advances over the next five years as of June 30, 2021:


(Dollars in thousands)
July 1 - December 31, 2021	$	453,500
2022	100,000
2023	250,000
2024	100,000
2025	101,500
Thereafter	147
	$	1,005,147

8. JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

The Company formed two wholly-owned trust companies (the ‘‘Trusts’’) which issued guaranteed preferred beneficial interests (the "Trust Securities") in the Company’s junior subordinated deferrable interest debentures (the "Notes"). The Company is not considered the primary beneficiary of the Trusts and therefore, the Trusts are not consolidated in the Company’s financial statements, but rather the junior subordinated debentures are shown as a liability. The Company’s investment in the common securities of the Trusts, totaling $1.9 million, is included in other assets in the consolidated statements of financial condition. The sole asset of the Trusts are the Notes that they hold.

The Trusts have invested the proceeds of such Trust Securities in the Notes. Each of the Notes has an interest rate equal to the corresponding Trust Securities distribution rate. The Company has the right to defer payment of interest on the Notes at any time or from time to time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of the relevant Notes. During any such extension period, distributions on the Trust Securities will also be deferred, and the Company’s ability to pay dividends on its common stock will be restricted.

The Company has entered into contractual arrangements which, taken collectively, fully and unconditionally guarantee payment of: (i) accrued and unpaid distributions required to be paid on the Trust Securities; (ii) the redemption price with respect to any Trust Securities called for redemption by the Trusts; and (iii) payments due upon a voluntary or involuntary dissolution, winding up or liquidation of the Trusts. The Trust Securities are mandatorily redeemable upon maturity of the Notes, or upon earlier redemption as provided in the indenture. The Company has the right to redeem the Notes purchased by the Trusts, in whole or in part, on or after the redemption date. As specified in the indenture, if the Notes are redeemed prior to maturity, the redemption price will be the principal amount and any accrued but unpaid interest.

The following table is a summary of the outstanding Trust Securities and Notes at June 30, 2021 and December 31, 2020:


	June 30, 2021				December 31, 2020				Date	Maturity	Rate Index
Issuer	Amount		Rate		Amount		Rate		Issued	Date	(Quarterly Reset)
(Dollars in thousands)
Luther Burbank Statutory Trust I	$	41,238	1.50	%	$	41,238	1.60	%	3/1/2006	6/15/2036	3 month LIBOR + 1.38%
Luther Burbank Statutory Trust II	$	20,619	1.74	%	$	20,619	1.84	%	3/1/2007	6/15/2037	3 month LIBOR + 1.62%

9. SENIOR DEBT

In September 2014, the Company issued $95 million in senior unsecured term notes to qualified institutional investors. The following table summarizes information on these notes as of June 30, 2021 and December 31, 2020:

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	June 30, 2021				December 31, 2020
(Dollars in thousands)	Principal		Unamortized Debt Issuance Costs		Principal		Unamortized Debt Issuance Costs		Maturity Date	Fixed Interest Rate
Senior Unsecured Term Notes	$	95,000	$	399	$	95,000	$	461	9/30/2024	6.50	%

10. DERIVATIVES AND HEDGING ACTIVITIES

From time to time, the Company utilizes interest rate swaps and other derivative financial instruments as part of its asset liability management strategy to manage interest rate risk positions.

Fair Value Hedges of Interest Rate Risk

During the year ended December 31, 2019, the Company entered into two, two-year interest rate swaps with a total notional amount of $1.0 billion, that hedge the interest rate risk related to certain hybrid multifamily loans which were in their fixed rate period. In June 2021, $500 million of the total notional amount of these two swaps matured and the remaining $500 million will mature in August 2021. During the six months ended June 30, 2021, the Company entered into two new two-year interest rate swaps with a total notional amount of $650 million. The swaps provide a hedge against the interest rate risk associated with both fixed rate loans and hybrid adjustable loans in their fixed rate period.

All outstanding swaps are designated as fair value hedges and involve the payment of a fixed rate amount to a counterparty in exchange for the Company receiving a variable rate payment over the life of the swaps without the exchange of the underlying notional amount. The gain or loss on the derivatives, as well as the offsetting loss or gain on the hedged items attributable to the hedged risk are recognized in interest income on loans.

For the three and six months ended June 30, 2021 and 2020, the floating rate amounts recognized related to the net settlement of the interest rate swaps were less than the fixed rate amounts recognized. The following table presents the effect of the Company’s interest rate swaps on the unaudited consolidated statements of income for the three and six months ended June 30, 2021 and 2020:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Dollars in thousands)	2021		2020		2021		2020
Derivative - interest rate swaps:
Interest (loss) income	$	(3,302)	$	(3,485)	$	(6,719)	$	(3,947)
Hedged items - loans:
Interest (loss) income	(14)		(15)		(29)		56
Net decrease in interest income	$	(3,316)	$	(3,500)	$	(6,748)	$	(3,891)

The following table presents the fair value of the Company’s interest rate swaps, as well as its classification in the consolidated statements of financial condition as of June 30, 2021 and December 31, 2020:


			Fair Values of Derivative Instruments
			Asset Derivatives			Liability Derivatives
(Dollars in thousands)	Notional Amount		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
As of June 30, 2021:
Interest Rate Swaps	$	1,150,000	Prepaid Expenses and Other Assets	$	377	Other Liabilities and Accrued Expenses	$	608
As of December 31, 2020:
Interest Rate Swaps	$	1,000,000	Prepaid Expenses and Other Assets	$	—	Other Liabilities and Accrued Expenses	$	7,258

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As of June 30, 2021 and December 31, 2020, the following amounts were recorded in the consolidated statements of financial condition related to cumulative basis adjustments for its fair value hedges:


Line Item in the Consolidated Statements of Financial Condition in Which the Hedged Items are Included	Carrying Amount of the Hedged Assets		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets
(Dollars in thousands)
As of June 30, 2021:
Loans receivable, net (1)	$	1,150,232	$	232
As of December 31, 2020:
Loans receivable, net (1)	$	1,007,288	$	7,288

(1) These amounts include the amortized cost basis of closed portfolio loans used to designate hedging relationships in which the hedged items are the last layer expected to be remaining at the end of the hedging relationship. At June 30, 2021 and December 31, 2020, the amortized cost basis of the closed portfolio loans used in these hedging relationships were $2.1 billion and $2.0 billion, respectively; the cumulative basis adjustments associated with these hedging relationships were $232 thousand and $7.3 million, respectively, and the amount of the designated hedged items were $1.2 billion and $1.0 billion, respectively.

As of June 30, 2021 and December 31, 2020, the Company had posted $1.9 million and $8.9 million, respectively, in cash collateral in connection with its interest rate swaps. Cash collateral is included in restricted cash in the consolidated statements of financial condition.

11. STOCK BASED COMPENSATION

The Company’s stock based compensation consists of restricted stock awards ("RSAs") and restricted stock units ("RSUs") granted under the Luther Burbank Corporation Omnibus Equity and Incentive Compensation Plan ("Omnibus Plan"). In connection with its initial public offering ("IPO") in December 2017, the Company granted RSAs to employees and nonemployee directors which all vested ratably over three years. At the same time, the Company granted RSUs in exchange for unvested phantom stock awards held by employees and all vested and unvested phantom stock awards held by nonemployee directors on a per share basis. The RSUs were granted with the same vesting schedule and deferral elections that existed for the original phantom stock awards. The Company has made additional RSA grants annually. Awards granted subsequent to the IPO vest ratably over one year for nonemployee directors and ratably over three to four years for employees.

All RSAs and RSUs were granted at the fair value of the common stock at the time of the award. The RSAs and RSUs are considered fixed awards as the number of shares and fair value are known at the date of grant and the fair value at the grant date is amortized over the vesting and/or service period.

Non-cash stock compensation expense recognized for RSAs and RSUs for the three and six months ended June 30, 2021 totaled $651 thousand and $1.2 million, respectively, compared with $882 thousand and $1.8 million, respectively, for the three and six months ended June 30, 2020. No RSAs or RSUs vested during the three months ended June 30, 2021. The fair value of RSAs and RSUs that vested during the six months ended June 30, 2021 totaled $2.4 million compared to $80 thousand and $2.5 million during the three and six months ended June 30, 2020, respectively.

As of June 30, 2021 and December 31, 2020, there was $3.8 million and $2.7 million, respectively, of unrecognized compensation expense related to 485,450 and 464,919 unvested RSAs and/or RSUs, respectively, which amounts are expected to be expensed over a weighted average period of 1.92 years and 1.76 years, respectively. As of June 30, 2021 and December 31, 2020, 91,486 and 140,997 shares, respectively, of RSUs were vested and remain unsettled per the original deferral elections.

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The following table summarizes share information about RSAs and RSUs:


	Six Months Ended June 30,
	2021			2020
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Beginning of the period balance	605,916	$	10.93	717,999	$	10.53
Shares granted	289,473	10.11		250,118	11.72
Shares settled	(265,655)	11.02		(211,210)	10.51
Shares forfeited	(52,798)	10.26		(30,292)	11.08
End of the period balance	576,936	$	10.53	726,615	$	10.92

Under its Omnibus Plan, the Company reserved 3,360,000 shares of common stock for new awards. At June 30, 2021 and December 31, 2020, there were 1,865,597 and 2,102,272 shares, respectively, of common stock reserved and available for grant through restricted stock or other awards under the Omnibus Plan. RSU awards were initially issued to replace unvested phantom stock awards under the Luther Burbank Corporation Phantom Stock Plan and were excluded from the shares reserved and available for grant under the Omnibus Plan. There were no shares of RSUs forfeited during the six months ended June 30, 2021. During the six months ended June 30, 2020, there were 1,468 shares of forfeited RSU awards.

12. FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

The Company groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Valuations within these levels are based upon:

Level 1 - Quoted market prices for identical instruments traded in active exchange markets.

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable or can be corroborated by observable market data.

Level 3 - Model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect the Company’s estimates of assumptions that market participants would use on pricing the asset or liability. Valuation techniques include management judgment and estimation which may be significant.

Because broadly traded markets do not exist for most of the Company’s financial instruments, the fair value calculations attempt to incorporate the effect of current market conditions at a specific time. These determinations are subjective in nature, involve uncertainties and matters of significant judgment and do not include tax ramifications; therefore, the results cannot be determined with precision, substantiated by comparison to independent markets and may not be realized in an actual sale or immediate settlement of the instruments. There may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results. For all of these reasons, the aggregation of the fair value calculations presented herein do not represent, and should not be construed to represent, the underlying value of the Company.

Management monitors the availability of observable market data to assess the appropriate classification of assets and liabilities within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. Management evaluates the significance of transfers between levels based upon the nature of the financial instrument and size of the transfer relative to total assets, total liabilities, or total earnings.

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The following methods and assumptions were used to estimate the fair value of financial instruments:

For cash, cash equivalents and restricted cash, accrued interest receivable and payable, demand deposits and short-term borrowings, the carrying amount was estimated to be fair value. The fair value of accrued interest receivable/payable balances were determined using inputs and fair value measurements commensurate with the asset or liability from which the accrued interest is generated.

Fair values for available for sale and held to maturity debt securities, which include primarily debt securities issued by U.S. government sponsored agencies, were based on quoted market prices for similar securities.

Fair values for equity securities, which consist of investments in a qualified community reinvestment fund, were based on quoted market prices.

Loans were valued using the exit price notion. The fair value was estimated using market quotes for similar assets or the present value of future cash flows, discounted using a market rate for similar products and giving consideration to estimated prepayment risk and credit risk. The fair value of loans was determined utilizing estimates resulting in a Level 3 classification.

Impaired loans were measured for impairment based on the present value of expected future cash flows discounted at the loans' effective interest rate, except that as a practical expedient, the Company may measure impairment based on a loan’s observable market price, or the fair value of the collateral (net of estimated costs to sell) if the loan is collateral dependent. The fair value of impaired loans was determined utilizing estimates resulting in a Level 3 classification.

It was not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.

The fair value of servicing rights was determined using a valuation model that utilizes interest rate, prepayment speed, and default rate assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data.

The fair values of derivatives were based on valuation models using observable market data as of the measurement date.

Fair values for fixed-rate time deposits were estimated using discounted cash flow analyses using interest rates offered at each reporting date by the Company for time deposits with similar remaining maturities. For deposits with no contractual maturity, the fair value was assumed to equal the carrying value.

The fair value of FHLB advances was estimated based on discounting the future cash flows using the market rate currently offered for similar terms.

The fair value of subordinated debentures was based on an indication of value provided by a third-party broker.

For senior debt, the fair value was based on an indication of value provided by a third-party broker.

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Fair Value of Financial Instruments

The carrying and estimated fair values of the Company’s financial instruments were as follows:


					Fair Level Measurements Using
(Dollars in thousands)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
As of June 30, 2021:
Financial assets:
Cash, cash equivalents and restricted cash	$	70,296	$	70,296	$	70,296	$	—	$	—
Debt securities:
Available for sale	653,260		653,260		—		653,260		—
Held to maturity	4,324		4,527		—		4,527		—
Equity securities	11,859		11,859		—		11,859		—

Loans receivable, net	6,402,305		6,455,526		—		—		6,455,526
Accrued interest receivable	18,909		18,909		4		957		17,948
FHLB stock	29,135		N/A		N/A		N/A		N/A
Interest rate swaps	377		377		—		377		—
Financial liabilities:
Deposits	$	5,401,972	$	5,415,096	$	2,444,730	$	2,970,366	$	—
FHLB advances	1,005,147		1,023,611		—		1,023,611		—
Junior subordinated deferrable interest debentures	61,857		61,785		—		61,785		—
Senior debt	94,601		108,675		—		108,675		—
Accrued interest payable	527		527		—		527		—
Interest rate swap	608		608		—		608		—
As of December 31, 2020:
Financial assets:
Cash, cash equivalents and restricted cash	$	178,861	$	178,861	$	178,861	$	—	$	—
Debt securities:
Available for sale	593,734		593,734		—		593,734		—
Held to maturity	7,467		7,870		—		7,870		—
Equity securities	12,037		12,037		—		12,037		—
Loans receivable, net	6,003,602		6,076,994		—		—		6,076,994
Accrued interest receivable	18,795		18,795		—		990		17,805
FHLB stock	25,122		N/A		N/A		N/A		N/A

Financial liabilities:
Deposits	$	5,264,329	$	5,290,316	$	2,022,133	$	3,268,183	$	—
FHLB advances	806,747		833,930		—		833,930		—
Junior subordinated deferrable interest debentures	61,857		60,526		—		60,526		—
Senior debt	94,539		102,096		—		102,096		—
Accrued interest payable	1,388		1,388		—		1,388		—
Interest rate swaps	7,258		7,258		—		7,258		—

These estimates do not reflect any premium or discount that could result from offering the Company’s entire holdings of a particular financial instrument for sale at one time, nor do they attempt to estimate the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these estimates.

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Assets and Liabilities Recorded at Fair Value

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis as of June 30, 2021 and December 31, 2020.

Recurring Basis

The Company is required or permitted to record the following assets and liabilities at fair value on a recurring basis:


(Dollars in thousands)	Fair Value		Level 1		Level 2		Level 3
As of June 30, 2021:
Financial Assets:
Available for sale debt securities:
Government and Government Sponsored Entities:
Residential MBS and CMOs	$	167,841	$	—	$	167,841	$	—
Commercial MBS and CMOs	442,612		—		442,612		—
Agency bonds	12,971		—		12,971		—
Other ABS	29,836		—		29,836		—
Total available for sale debt securities	$	653,260	$	—	$	653,260	$	—
Equity securities	$	11,859	$	—	$	11,859	$	—
Mortgage servicing rights	1,192		—		—		1,192
Interest rate swaps	377		—		377		—
Financial Liabilities:
Interest rate swap	$	608	$	—	$	608	$	—
As of December 31, 2020:
Financial Assets:
Available for sale debt securities:
Government and Government Sponsored Entities:
Residential MBS and CMOs	$	216,724	$	—	$	216,724	$	—
Commercial MBS and CMOs	361,988		—		361,988		—
Agency bonds	15,022		—		15,022		—

Total available for sale debt securities	$	593,734	$	—	$	593,734	$	—
Equity securities	$	12,037	$	—	$	12,037	$	—
Mortgage servicing rights	1,599		—		—		1,599

Financial Liabilities:
Interest rate swaps	$	7,258	$	—	$	7,258	$	—

There were no transfers between Level 1 and Level 2 during the three and six months ended June 30, 2021 or 2020.

Non-recurring Basis

The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a non-recurring basis. These include assets that are measured at the lower of cost or market value that were recognized at fair value which was below cost at the reporting date.

At both June 30, 2021 and December 31, 2020, there were no assets or liabilities measured at fair value on a non-recurring basis and no other real estate owned.

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13. VARIABLE INTEREST ENTITIES ("VIE")

The Company is involved with VIEs through its loan securitization activities. The Company evaluated its association with VIEs for consolidation purposes. Specifically, a VIE is to be consolidated by its primary beneficiary, the entity that has both the power to direct the activities that most significantly impact the VIE, and a variable interest that could potentially be significant to the VIE. A variable interest is a contractual, ownership or other interest whose value fluctuates with the changes in the value of the VIE's assets and liabilities. The assessment includes an evaluation of the Company's continuing involvement with the VIE and the nature and significance of its variable interests.

Multifamily loan securitization

With respect to the securitization transaction with Freddie Mac which settled September 27, 2017, the Company's variable interests reside with a reimbursement agreement entered into with Freddie Mac that obligates the Company to reimburse Freddie Mac for defaulted contractual principal and interest payments identified after the ultimate resolution of any defaulted loans. Such reimbursement obligations are not to exceed 10% of the original principal amount of the loans comprising the securitization pool. As part of the securitization transaction, the Company released all servicing obligations and rights to Freddie Mac who was designated as the Master Servicer. As Master Servicer, Freddie Mac appointed the Company with sub-servicing obligations, which include obligations to collect and remit payments of principal and interest, manage payments of taxes and insurance, and otherwise administer the underlying loans. The servicing of defaulted loans and foreclosed loans was assigned to a separate third party entity, independent of the Company and Freddie Mac. Freddie Mac, in its capacity as Master Servicer, can terminate the Company in its role as sub-servicer and direct such responsibilities accordingly. In evaluating the variable interests and continuing involvement in the VIE, the Company determined that it does not have the power to make significant decisions or direct the activities that most significantly impact the economic performance of the VIE's assets and liabilities. As sub-servicer of the loans, the Company does not have the authority to make significant decisions that influence the value of the VIE's net assets and therefore, is not the primary beneficiary of the VIE. Hence, the Company determined that the VIE associated with the multifamily securitization should not be included in the consolidated financial statements of the Company.

The Company believes its maximum exposure to loss as a result of involvement with the VIE associated with the securitization under the reimbursement agreement executed with Freddie Mac is 10% of the original principal amount of the loans comprising the securitization pool, or $62.6 million. The reserve for estimated losses with respect to the reimbursement obligation totaled $959 thousand as of both June 30, 2021 and December 31, 2020 based upon an analysis of quantitative and qualitative data of the underlying loans included in the securitization pool. No disbursements have been made in connection with the reimbursement obligation.

14. LOAN SALE AND SECURITIZATION ACTIVITIES

The Company periodically sells loans as part of its business operations and overall management of liquidity, assets and liabilities, and financial performance. The transfer of loans is executed in securitization or sale transactions. With respect to sale transactions, the Company's continuing involvement may or may not include ongoing servicing responsibilities and general representations and warranties. With respect to securitization sales, the Company executed its first and only transaction to date on September 27, 2017 with Freddie Mac. The transaction involved the sale of $626.0 million in originated multifamily loans through a Freddie Mac sponsored transaction. The Company's continuing involvement includes sub-servicing responsibilities, general representations and warranties, and a limited reimbursement obligation.

As sub-servicer for Freddie Mac, the Bank is required to maintain a minimum net worth in accordance with GAAP of not less than $2.0 million. If the Bank's capital were to fall below this threshold, Freddie Mac would have the authority to terminate and assume the Bank’s sub-servicing duties. At June 30, 2021, the Bank’s net worth was $769.8 million which equates to its Tier 1 capital of $762.1 million plus goodwill of $3.3 million and accumulated other comprehensive income related to net unrealized gains on available for sale securities of $4.4 million.

General representations and warranties associated with loan sales and the securitization transaction require the Company to uphold various assertions that pertain to the underlying loans at the time of the transaction, including, but not limited to, compliance with relevant laws and regulations, absence of fraud,

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enforcement of liens, no environmental damages, and maintenance of relevant environmental insurance. Such representations and warranties are limited to those that do not meet the quality represented at the transaction date and do not pertain to a decline in value or future payment defaults. In circumstances where the Company breaches its representations and warranties, the Company would generally be required to cure such instances through a repurchase or substitution of the subject loan(s).

With respect to the securitization transaction, the Company also has continuing involvement through a reimbursement agreement executed with Freddie Mac. To the extent the ultimate resolution of defaulted loans results in contractual principal and interest payments that are deficient, the Company is obligated to reimburse Freddie Mac for such amounts, not to exceed 10% of the original principal amount of the loans comprising the securitization pool at the closing date of September 27, 2017.

The following table provides cash flows associated with the Company's loan sale activities:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2021		2020		2021		2020
Proceeds from loan sales	$	—	$	—	$	—	$	—
Servicing fees	147		246		317		516

The following table provides information about the loans transferred through sales or securitization and not recorded in the consolidated statements of financial condition, for which the Company's continuing involvement includes sub-servicing or servicing responsibilities and/or reimbursement obligations:


(Dollars in thousands)	Single Family Residential		Multifamily Residential
As of June 30, 2021:
Principal balance of loans	$	14,237	$	231,679
Loans 90+ days past due	—		—
Charge-offs, net	—		—
As of December 31, 2020:
Principal balance of loans	$	17,423	$	302,333
Loans 90+ days past due	—		—
Charge-offs, net	—		—

15. COMMITMENTS AND CONTINGENCIES

Financial Instruments With Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments represent commitments to originate fixed and variable rate loans and loans in process, and involve, to varying degrees, credit risk and interest rate risk in excess of the amount recognized in the Company’s consolidated statements of financial condition. The Company’s exposure to credit loss in the event of nonperformance by the other party for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments to originate loans and lines of credit as it does for on-balance sheet instruments. As it relates to interest rate risk, the Company's exposure is generally limited to increases in interest rates that may result during the short period of time between the commitment and funding of fixed rate credit facilities and adjustable rate credit facilities with initial fixed rate periods. The limited timing risk associated with these credit facilities are considered within the Company's asset liability management process.

Commitments to fund loans and lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have expiration dates or other termination clauses. In addition, external market forces may impact the probability of commitments being exercised; therefore, total commitments outstanding do not necessarily represent future cash requirements.

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At June 30, 2021 and December 31, 2020, the Company had outstanding commitments of approximately $179.4 million and $116.9 million, respectively, for loans and lines of credit. Unfunded commitment reserves totaled $77 thousand and $59 thousand at June 30, 2021 and December 31, 2020, respectively.

Operating Leases

The Company leases various office premises under long-term operating lease agreements. These leases expire between 2021 and 2030, with certain leases containing either three, five or ten year renewal options. At June 30, 2021, minimum commitments under these non-cancellable leases, before considering renewal options, were:


(Dollars in thousands)
July 1 - December 31, 2021	$	2,163
2022	3,666
2023	2,427
2024	1,453
2025	994
Thereafter	1,661
Total	$	12,364

Rent expense under operating leases was $1.2 million and $2.4 million for the three and six months ended June 30, 2021, respectively, compared to $1.0 million and $2.2 million, for the three and six months ended June 30, 2020, respectively. Sublease income earned was $206 thousand and $413 thousand for the three and six months ended June 30, 2021, respectively, compared to $182 thousand and $374 thousand for the three and six months ended June 30, 2020, respectively.

Contingencies

At present, there are no pending or threatened proceedings against the Company which, if determined adversely, would have a material effect on the Company’s business, financial position, results of operations, cash flows or stock price. In the ordinary course of operations, the Company may be party to various legal proceedings.

Correspondent Banking Agreements

The Company maintains funds on deposit with other federally insured financial institutions under correspondent banking agreements. Insured portions of these balances are limited to $250 thousand per institution based on FDIC insurance limits. At June 30, 2021 and December 31, 2020, the Company had $25.5 million and $26.0 million, respectively, in uninsured available cash balances. Additionally, the Company had $1.9 million and $8.9 million in restricted cash as collateral for its interest rate swap agreements at a correspondent bank as of June 30, 2021 and December 31, 2020, respectively. The Company periodically monitors the financial condition and capital adequacy of these correspondent banks.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our financial condition at June 30, 2021 and December 31, 2020 and our results of operations for the three and six months ended June 30, 2021 and 2020, and should be read in conjunction with our audited consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2020 that was filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2021 (our “Annual Report”) and with the accompanying Notes to Unaudited Consolidated Financial Statements set forth in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 (this “Report”). Because we conduct all of our material business operations through our bank subsidiary, Luther Burbank Savings, the discussion and analysis relates to activities primarily conducted by the Bank.

Overview

We are a bank holding company headquartered in Santa Rosa, California, and the parent company of Luther Burbank Savings, a California-chartered commercial bank headquartered in Gardena, California with $7.3 billion in assets at June 30, 2021. Our principal business is providing high-value, relationship-based banking products and services to our customers, which include real estate investors, professionals, entrepreneurs, depositors and commercial businesses. We generate most of our revenue from interest on loans and investments. Our primary source of funding for our loans is retail deposits and we place secondary reliance on wholesale funding, primarily borrowings from the FHLB and brokered deposits. Our largest expenses are interest on deposits and borrowings along with salaries and related employee benefits. Our principal lending products are real estate secured loans, consisting primarily of multifamily residential properties and jumbo single family residential properties on the West Coast.

Selected Financial Data

The following table sets forth the Company’s selected historical consolidated financial data for the periods and as of the dates indicated. You should read this information together with the Company’s audited consolidated financial statements included in our Annual Report and the unaudited consolidated financial statements and related notes included elsewhere in this Report. The selected historical consolidated financial data as of and for the three and six months ended June 30, 2021 and 2020 are derived from our unaudited consolidated financial statements, which are included elsewhere in this Quarterly Report on Form 10-Q. The selected historical consolidated financial data as of and for the three months ended March 31, 2021 are derived from our unaudited consolidated financial statements in our previously filed Quarterly Report on Form 10-Q. The Company’s historical results for any prior period are not necessarily indicative of future performance.

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(Dollars in thousands, except per share data)	As of or For the Three Months Ended									As of or For the Six Months Ended
	June 30, 2021			March 31, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Statements of Income and Financial Condition Data
Net Income	$	21,216		$	18,411		$	9,318		$	39,627		$	16,894
Pre-tax, pre-provision net earnings (1)	$	27,529		$	23,624		$	18,471		$	51,153		$	34,525
Total assets	$	7,257,078		$	7,078,974		$	7,168,346		$	7,257,078		$	7,168,346
Per Common Share
Diluted earnings per share	$	0.41		$	0.35		$	0.18		$	0.76		$	0.31
Book value per share	$	12.32		$	11.95		$	11.39		$	12.32		$	11.39
Tangible book value per share (1)	$	12.25		$	11.88		$	11.33		$	12.25		$	11.33



Selected Ratios
Return on average:
Assets	1.19		%	1.05		%	0.52		%	1.12		%	0.48		%
Stockholders' equity	13.32		%	11.82		%	6.21		%	12.58		%	5.55		%
Dividend payout ratio	14.17		%	16.34		%	32.60		%	15.18		%	37.16		%
Net interest margin	2.31		%	2.23		%	1.88		%	2.27		%	1.86		%
Efficiency ratio (1)	33.52		%	39.47		%	45.38		%	36.41		%	48.26		%
Noninterest expense to average assets	0.78		%	0.88		%	0.86		%	0.83		%	0.91		%
Loan to deposit ratio	119.28		%	116.31		%	116.67		%	119.28		%	116.67		%



Credit Quality Ratios
Allowance for loan losses to loans	0.64		%	0.70		%	0.73		%	0.64		%	0.73		%
Allowance for loan losses to nonperforming loans	5,846.53		%	650.99		%	940.20		%	5,846.53		%	940.20		%
Nonperforming assets to total assets	0.01		%	0.09		%	0.07		%	0.01		%	0.07		%
Net (recoveries) charge-offs to average loans	(0.00)		%	(0.00)		%	(0.00)		%	(0.00)		%	0.02		%
Capital Ratios
Tier 1 leverage ratio	9.70		%	9.71		%	9.14		%	9.70		%	9.14		%
Total risk-based capital ratio	18.33		%	18.55		%	17.44		%	18.33		%	17.44		%

(1) Considered a non-GAAP financial measure. See Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - ‘‘Non-GAAP Financial Measures’’ for a reconciliation of our non-GAAP measures to the most directly comparable GAAP financial measure. Pre-tax, pre-provision net earnings is defined as net income before taxes and provision for loan losses. Tangible book value is defined as total assets less goodwill and total liabilities. Efficiency ratio is defined as the ratio of noninterest expense to net interest income plus noninterest income.

Critical Accounting Policies and Estimates

Our unaudited consolidated financial statements are prepared in accordance with GAAP and with general practices within the financial services industry. Application of these principles requires management to make complex and subjective estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances. These assumptions form the basis for our judgments about the carrying values of assets and liabilities that are not readily available from independent, objective sources. We evaluate our estimates on an ongoing basis. Use of alternative assumptions may have resulted in significantly different estimates. Actual results may differ from these estimates.

Our most significant accounting policies are described in Note 1 to our audited financial statements for the year ended December 31, 2020, included in our Annual Report. We have identified the following accounting policies and estimates that, due to the difficult, subjective or complex judgments and assumptions inherent in those policies and estimates and the potential sensitivity of our financial statements to those judgments and assumptions, are critical to an understanding of our financial condition and results of operations. We believe that the judgments, estimates and assumptions used in the preparation of our financial statements are reasonable and appropriate.

Pursuant to the Jumpstart Our Business Startups Act (the "JOBS Act"), as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we may adopt the standard for the private

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company.

We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company.

Allowance for Loan Losses

The allowance for loan losses is provided for probable incurred credit losses inherent in the loan portfolio at the statement of financial condition date. The allowance is increased by a provision charged to expense and reduced by loan principal charge-offs, net of recoveries. Where management determines that the allowance for loan losses is more than adequate to absorb the probable incurred credit losses in the portfolio, the allowance is reduced by recapturing provisions and a credit is made to the expense account. The allowance is based on management’s assessment of various factors including, but not limited to, the nature of the loan portfolio, previous loss experience, known and inherent risks in the portfolio, the estimated value of underlying collateral, information that may affect a borrower’s ability to repay, current economic conditions and the results of our ongoing reviews of the portfolio. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance. Such agencies may require the Bank to recognize additions to the allowance based on judgments different from those of management.

While we use available information, including independent appraisals for collateral, to estimate the extent of probable incurred loan losses within the loan portfolio, inherent uncertainties in the estimation process make it reasonably possible that ultimate losses may vary significantly from our original estimates. Generally, loans are partially or fully charged off when it is determined that the unpaid principal balance exceeds the current fair value of the collateral with no other likely source of repayment.

Fair Value Measurement

We use estimates of fair value in applying various accounting standards for our unaudited consolidated financial statements. Fair value is defined as the exit price at which an asset may be sold or a liability may be transferred in an orderly transaction between willing and able market participants. When available, fair value is measured by looking at observable market prices for identical assets and liabilities in an active market. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, prepayment speeds and credit spreads. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable.

Changes in the fair value of debt securities available for sale are recorded in our consolidated statements of financial condition and comprehensive income (loss) while changes in the fair value of equity securities, loans held for sale and derivatives are recorded in the consolidated statements of financial condition and in the unaudited consolidated statements of income.

Investment Securities Impairment

We assess on a quarterly basis whether there have been any events or economic circumstances to indicate that a security in which we have an unrealized loss is impaired on an other-than-temporary basis. In any instance, we would consider many factors, including the severity and duration of the impairment, the portion of any unrealized loss attributable to a decline in the credit quality of the issuer, our intent and ability to hold the security for a period of time sufficient for a recovery in value, recent events specific to the issuer or industry, and, for debt securities, external credit ratings and recent downgrades. Securities with respect to which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such performance. The methodology for determining these non-GAAP measures may differ among companies.

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Pre-tax, pre-provision net earnings is defined as net income before taxes and provision for loan losses. We believe the most directly comparable GAAP financial measure is income before taxes. Disclosure of this measure enables investors to compare our operations to those of other banking companies before consideration of taxes and provision expense. Efficiency ratio is defined as noninterest expense divided by operating revenue, which is equal to net interest income plus noninterest income. Tangible book value per share is defined as tangible stockholders' equity divided by period end shares outstanding. We believe that these non-GAAP financial measures provide useful information to management and investors that is supplementary to our consolidated statements of financial condition, results of income and cash flows computed in accordance with GAAP. However, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other banking companies use. Other banking companies may use names similar to those we use for the non-GAAP financial measures we disclose, but may calculate them differently. You should understand how we and other companies each calculate their non-GAAP financial measures when making comparisons.

The following reconciliation table provides a more detailed analysis of these non-GAAP financial measures:


	As of or For the Three Months Ended									As of or For the Six Months Ended
(Dollars in thousands)	June 30, 2021			March 31, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Pre-tax, Pre-provision Net Earnings
Income before taxes	$	30,029		$	26,124		$	13,221		$	56,153		$	23,975
Plus: (Reversal of) provision for loan losses	(2,500)			(2,500)			5,250			(5,000)			10,550
Pre-tax, pre-provision net earnings	$	27,529		$	23,624		$	18,471		$	51,153		$	34,525
Efficiency Ratio
Noninterest expense (numerator)	$	13,880		$	15,404		$	15,348		$	29,284		$	32,207
Net interest income	$	40,899		$	38,719		$	33,148		79,618			65,263
Noninterest income	510			309			671			819			1,469
Operating revenue (denominator)	$	41,409		$	39,028		$	33,819		$	80,437		$	66,732
Efficiency ratio	33.52		%	39.47		%	45.38		%	36.41		%	48.26		%


(Dollars in thousands, except per share data)	June 30, 2021		March 31, 2021		June 30, 2020
Tangible Book Value Per Share
Total assets	$	7,257,078	$	7,078,974	$	7,168,346
Less: Goodwill	(3,297)		(3,297)		(3,297)
Tangible assets	7,253,781		7,075,677		7,165,049
Less: Total liabilities	(6,618,379)		(6,455,005)		(6,571,664)
Tangible stockholders' equity (numerator)	$	635,402	$	620,672	$	593,385
Period end shares outstanding (denominator)	51,861,704		52,231,912		52,382,895
Tangible book value per share	$	12.25	$	11.88	$	11.33

Results of Operations - Three Months Ended June 30, 2021 and 2020

Overview

For the three months ended June 30, 2021, our net income was $21.2 million as compared to $9.3 million for the same period last year. The increase of $11.9 million, or 127.7%, was attributed to a decrease in provision for loan losses of $7.8 million, an increase in net interest income of $7.8 million and a decrease in noninterest expense of $1.5 million, partially offset by an increase of $4.9 million in income tax expense. Pre-tax, pre-provision net earnings increased by $9.1 million, or 49.0%, for the three months ended June 30, 2021 as compared to the same period last year.

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Net Interest Income

Net interest income increased by $7.8 million, or 23.4%, to $40.9 million for the three months ended June 30, 2021 from $33.1 million for the same period last year. Net interest income was predominantly impacted by a $10.1 million decrease in interest expense on deposits due to a 75 basis point decline in the cost of interest-bearing deposits compared to the same period last year. Additionally, interest expense on FHLB advances decreased $1.8 million due to a decline in the cost of FHLB advances of 78 basis points as compared to the same period last year. The decreases in interest expense were partially offset by a decrease of $4.0 million in interest income on loans, mainly due to a decrease in our loan yield of 30 basis points compared to the same period last year.

Our net interest margin increased to 2.31% during the three months ended June 30, 2021 from 1.88% during the same period last year. The improvement in our net interest margin was primarily due to a 74 basis point decline in the cost of interest-bearing liabilities, which benefited from the substantial decline in market interest rates following the declaration of the pandemic in March 2020. The decline in our cost of interest-bearing liabilities was partially offset by a 26 basis point decline in the yield on interest-earning assets during the quarter ended June 30, 2021 as compared to the same period last year.

Average balance sheet, interest and yield/rate analysis. The following table presents average balance sheet information, interest income, interest expense and the corresponding average yield earned and rates paid for the three months ended June 30, 2021 and 2020. The average balances are daily averages.

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	For the Three Months Ended June 30,
	2021						2020
(Dollars in thousands)	Average Balance		Interest Inc/Exp		Yield/Rate		Average Balance		Interest Inc/Exp		Yield/Rate
Interest-Earning Assets
Multifamily residential	$	4,187,976	$	37,946	3.62	%	$	4,075,885	$	38,551	3.78	%
Single family residential	1,937,209		13,715		2.83	%	1,955,592		16,867		3.45	%
Commercial real estate	197,669		2,222		4.50	%	209,725		2,411		4.60	%
Construction, land and NM	20,763		308		5.95	%	21,391		361		6.79	%
Total loans (1)	6,343,617		54,191		3.42	%	6,262,593		58,190		3.72	%
Investment securities	649,335		2,091		1.29	%	653,221		2,316		1.42	%
Cash, cash equivalents and restricted cash	96,326		34		0.14	%	127,565		55		0.17	%
Total interest-earning assets	7,089,278		56,316		3.18	%	7,043,379		60,561		3.44	%
Noninterest-earning assets (2)	65,253						63,821
Total assets	$	7,154,531					$	7,107,200
Interest-Bearing Liabilities
Transaction accounts	$	152,830	62		0.16	%	$	179,266	178		0.39	%
Money market demand accounts	2,225,482		2,769		0.49	%	1,515,633		3,468		0.91	%
Time deposits	2,850,058		6,918		0.98	%	3,557,504		16,175		1.80	%
Total deposits	5,228,370		9,749		0.74	%	5,252,403		19,821		1.49	%
FHLB advances	960,689		3,839		1.60	%	961,410		5,685		2.38	%
Junior subordinated debentures	61,857		255		1.65	%	61,857		332		2.16	%
Senior debt	94,581		1,574		6.66	%	94,458		1,575		6.67	%
Total interest-bearing liabilities	6,345,497		15,417		0.97	%	6,370,128		27,413		1.71	%
Noninterest-bearing deposit accounts	110,525						64,744
Other noninterest-bearing liabilities	61,619						71,662
Total liabilities	6,517,641						6,506,534
Total stockholders' equity	636,890						600,666
Total liabilities and stockholders' equity	$	7,154,531					$	7,107,200

Net interest spread (3)					2.21	%					1.73	%
Net interest income/margin (4)			$	40,899	2.31	%			$	33,148	1.88	%

(1) Non-accrual loans are included in total loan balances. No adjustment has been made for these loans in the calculation of yields. Interest income on loans includes amortization of deferred loan costs, net of deferred loan fees. Net deferred loan cost amortization totaled $5.2 million and $4.0 million for the three months ended June 30, 2021 and 2020, respectively.

(2) Noninterest-earning assets includes the allowance for loan losses.

(3) Net interest spread is the average yield on total interest-earning assets minus the average rate on total interest-bearing liabilities.

(4) Net interest margin is net interest income divided by total average interest-earning assets.

Interest rates and operating interest differential. Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned from our interest-earning assets and interest incurred on our interest-bearing liabilities during the periods indicated. The effect of changes in volume is determined by multiplying the change in volume by the prior period’s average rate. The effect of rate changes is calculated by multiplying the change in average rate by the prior period’s volume. The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the absolute dollar amounts of the changes in each.

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	Three Months Ended June 30, 2021 vs 2020
	Variance Due To
(Dollars in thousands)	Volume		Yield/Rate		Total
Interest-Earning Assets
Multifamily residential	$	1,046	$	(1,651)	$	(605)
Single family residential	(157)		(2,995)		(3,152)
Commercial real estate	(138)		(51)		(189)
Construction, land and NM	(10)		(43)		(53)
Total loans	741		(4,740)		(3,999)
Investment securities	(14)		(211)		(225)
Cash, cash equivalents and restricted cash	(12)		(9)		(21)
Total interest-earning assets	715		(4,960)		(4,245)
Interest-Bearing Liabilities
Transaction accounts	(23)		(93)		(116)
Money market demand accounts	1,251		(1,950)		(699)
Time deposits	(2,813)		(6,444)		(9,257)
Total deposits	(1,585)		(8,487)		(10,072)
FHLB advances	(4)		(1,842)		(1,846)
Junior subordinated debentures	—		(77)		(77)
Senior debt	1		(2)		(1)
Total interest-bearing liabilities	(1,588)		(10,408)		(11,996)

Net Interest Income	$	2,303	$	5,448	$	7,751

Total interest income decreased by $4.2 million, or 7.0%, for the three months ended June 30, 2021 as compared to the same period last year. This decline was primarily due to a $4.0 million reduction in interest income earned on loans caused by a 30 basis point decrease in our loan yield as compared to the same period last year. The contraction in loan yield was a result of the prepayment of higher yielding loans, which were being replaced by loans at lower interest rates and, to a lesser extent, the impact from the purchase of a $287.8 million pool of lower yielding, fixed rate, single family loans in February 2021.

The volume of new loan originations totaled $729.4 million and $487.9 million for the three months ended June 30, 2021 and 2020, respectively. Improvement in the volume of loan originations was mainly due to the impact of loan underwriting standards reverting back to prepandemic terms, as well as greater borrower comfort during the quarter ended June 30, 2021 as compared to the same period last year in connection with the pandemic's impact on the economy and real estate values. The weighted average rate on these new loans for the three months ended June 30, 2021 was 3.34% as compared to 3.78% for the same period last year. The decline in the average coupon on originations was primarily due to a decline in market interest rates, as well as competitive pricing pressures. Loan prepayment speeds were 28.2% and 23.0% during the three months ended June 30, 2021 and 2020, respectively. The weighted average rate on loan payoffs/curtailments during the three months ended June 30, 2021 was 3.97% as compared to 4.18% for the same period last year.

Total interest expense decreased $12.0 million, or 43.8%, to $15.4 million, for the three months ended June 30, 2021 from $27.4 million for the same period last year. Interest expense on deposits decreased $10.1 million, to $9.7 million, for the three months ended June 30, 2021 from $19.8 million for the same period last year. The decrease was primarily due to a 75 basis point decline in the cost of interest-bearing deposits predominantly due to our deposit portfolio repricing to lower current market interest rates and, to a lesser extent, a $707.4 million decline in the average balance of time deposits, which were generally replaced with other lower cost deposit products. Additionally, interest expense on FHLB advances decreased $1.8 million due to a decline in the cost of FHLB advances of 78 basis points as compared to the same period last year. This decline was primarily due to the early payoff, in December 2020, of $150.0 million in FHLB advances with a weighted average interest rate of 2.95% and an increase in the volume of short-term advances during the current quarter. For the three months ended June 30,

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2021 and 2020, the average balances and weighted average interest rates of short-term FHLB advances were $242.1 million and $4.1 million, respectively, and 0.13% and 0.22%, respectively. We use both deposits and FHLB advances to fund net loan growth. We also use FHLB advances as a hedge of interest rate risk, as we can strategically control the duration of those funds. A discussion of instruments used to mitigate interest rate risk can be found under Part II - Item 7A. ‘‘Quantitative and Qualitative Disclosures About Market Risk.’’

Provision for Loan Losses

For the quarter ended June 30, 2021, we recorded a reversal of loan loss provisions of $2.5 million compared to recording loan loss provisions of $5.3 million for the same period last year. The loan loss provisions reversed during the three months ended June 30, 2021 were primarily due to a partial decrease of the qualitative component of our allowance for loan losses that was initially established for the uncertain economic risks associated with the pandemic. As of June 30, 2021, the qualitative reserve established in connection with the pandemic was reduced from $8.4 million at December 31, 2020 to $4.5 million at the end of the current quarter. Our allowance for loan losses as a percentage of total loans was 0.64% at June 30, 2021 as compared to 0.76% and 0.73% at December 31, 2020 and June 30, 2020, respectively.

Nonperforming loans totaled $707 thousand, or 0.01% of total loans, at June 30, 2021 compared to $6.3 million, or 0.10%, and $4.9 million, or 0.08%, of total loans, at December 31, 2020 and June 30, 2020, respectively. The decline in nonperforming loans from the prior year periods are mainly due to the payoff or upgrade of these loans during the six months ended June 30, 2021. Total criticized loans totaled $37.2 million at June 30, 2021, as compared to $57.0 million and $44.2 million at December 31, 2020 and June 30, 2020, respectively. The decline in criticized loans from the prior year end was primarily attributable to the continued performance of our loans that were initially impacted by the pandemic. As of June 30, 2021, all loans modified for pandemic related payment deferral had returned to scheduled monthly payments or paid off in full. The Company's exposure to nonresidential commercial real estate remains limited, totaling $196.3 million, or 3.0% of our loan portfolio, at the end of the current quarter.

Noninterest Income

Noninterest income decreased by $161 thousand, or 24.0%, to $510 thousand for the three months ended June 30, 2021 from $671 thousand for the same period last year. The following table presents the major components of our noninterest income:


	For the Three Months Ended June 30,
(Dollars in thousands)	2021		2020		$ Increase (Decrease)		% Increase (Decrease)
Noninterest Income

FHLB dividends	$	371	$	374	(3)		(0.8)	%
Fee income	45		97		(52)		(53.6)	%
Other	94		200		(106)		(53.0)	%
Total noninterest income	$	510	$	671	$	(161)	(24.0)	%

The decrease in noninterest income for the quarter ended June 30, 2021 compared to the quarter ended June 30, 2020, was primarily due to a $95 thousand decrease in loan servicing fee income related to prepayments of serviced loans. Additionally, the fair value of equity securities increased $33 thousand during the current quarter compared to an increase of $100 thousand during the same period last year.

Noninterest Expense

Noninterest expense decreased $1.5 million, or 9.6%, to $13.9 million for the three months ended June 30, 2021 from $15.3 million for the three months ended June 30, 2020. The following table presents the major components of our noninterest expense:

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	For the Three Months Ended June 30,
(Dollars in thousands)	2021		2020		$ Increase (Decrease)		% Increase (Decrease)
Noninterest Expense
Compensation and related benefits	$	8,641	$	10,300	$	(1,659)	(16.1)	%
Deposit insurance premium	467		471		(4)		(0.8)	%
Professional and regulatory fees	614		454		160		35.2	%
Occupancy	1,257		1,101		156		14.2	%
Depreciation and amortization	678		687		(9)		(1.3)	%
Data processing	873		1,038		(165)		(15.9)	%
Marketing	235		330		(95)		(28.8)	%
Other expenses	1,115		967		148		15.3	%
Total noninterest expense	$	13,880	$	15,348	$	(1,468)	(9.6)	%

The decrease in noninterest expense during the quarter ended June 30, 2021 compared to the same period last year was primarily attributable to a $1.7 million decrease in compensation costs mainly due to increased capitalized salary amounts related to greater loan production compared to the same period last year.

Income Tax Expense

For the three months ended June 30, 2021, we recorded income tax expense of $8.8 million as compared to $3.9 million for the same period last year with effective tax rates of 29.3% and 29.5%, respectively. Compared to the same period last year, the increase in income tax expense was due to our higher pre-tax earnings during the current quarter.

Results of Operations - Six Months Ended June 30, 2021 and 2020

Overview

For the six months ended June 30, 2021, our net income was $39.6 million as compared to $16.9 million for the six months ended June 30, 2020. The increase of $22.7 million, or 134.6%, was primarily attributable to a $15.6 million decrease in the provision for loan losses, an increase of $14.4 million in net interest income and a decrease of $2.9 million in noninterest expense, partially offset by an increase of $9.4 million in the provision for income taxes as compared to the same period last year. Pre-tax, pre-provision net earnings increased by $16.6 million, or 48.2%, for the six months ended June 30, 2021 as compared to the same period last year.

Net Interest Income

Net interest income increased by $14.4 million, or 22.0%, to $79.6 million for the six months ended June 30, 2021 from $65.3 million for the same period last year primarily due to a decrease of $23.0 million in interest expense on deposits related to a 87 basis point decline in the cost of interest-bearing deposits. Additionally, interest expense on FHLB advances decreased by $3.5 million mainly due to decreases in the average balance and cost of FHLB advances of $77.5 million and 57 basis points, respectively. These decreases in interest expense were partially offset by decreases in interest income on loans and investments of $10.6 million and $1.5 million, respectively, primarily due to decreases in their yields of 35 basis points and 45 basis points, respectively.

Net interest margin for the six months ended June 30, 2021 was 2.27% compared to 1.86% for the same period last year. The increase in our margin was primarily related to a 82 basis point decline in the cost of our interest-bearing liabilities, partially offset by a decline of 37 basis points in the yield of our interest-earning assets.

Average balance sheet, interest and yield/rate analysis. The following table presents average balance sheet information, interest income, interest expense and the corresponding average yield earned and rates paid for the six months ended June 30, 2021 and 2020. The average balances are daily averages.

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	For the Six Months Ended June 30,
	2021						2020
(Dollars in thousands)	Average Balance		Interest Inc/Exp		Yield/Rate		Average Balance		Interest Inc/Exp		Yield/Rate
Interest-Earning Assets
Multifamily residential	$	4,155,475	$	75,501	3.63	%	$	4,042,681	$	79,146	3.92	%
Single family residential	1,880,852		27,573		2.93	%	1,967,298		34,257		3.48	%
Commercial real estate	200,220		4,537		4.53	%	206,921		4,766		4.61	%
Construction, land and NM	21,455		638		6.00	%	21,363		726		6.83	%
Total loans (1)	6,258,002		108,249		3.46	%	6,238,263		118,895		3.81	%
Investment securities	632,014		4,074		1.29	%	647,389		5,619		1.74	%
Cash, cash equivalents and restricted cash	124,494		84		0.14	%	120,380		372		0.62	%
Total interest-earning assets	7,014,510		112,407		3.20	%	7,006,032		124,886		3.57	%
Noninterest-earning assets (2)	62,164						65,288
Total assets	$	7,076,674					$	7,071,320
Interest-Bearing Liabilities
Transaction accounts	$	153,638	171		0.22	%	$	172,764	545		0.62	%
Money market demand accounts	2,127,491		5,690		0.53	%	1,467,235		7,811		1.06	%
Time deposits	2,945,807		15,494		1.05	%	3,563,700		36,046		2.02	%
Total deposits	5,226,936		21,355		0.82	%	5,203,699		44,402		1.69	%
FHLB advances	900,107		7,772		1.74	%	977,650		11,243		2.31	%
Junior subordinated debentures	61,857		514		1.68	%	61,857		825		2.68	%
Senior debt	94,565		3,148		6.66	%	94,442		3,153		6.68	%
Total interest-bearing liabilities	6,283,465		32,789		1.05	%	6,337,648		59,623		1.87	%
Noninterest-bearing deposit accounts	100,133						55,529
Other noninterest-bearing liabilities	63,135						69,745
Total liabilities	6,446,733						6,462,922
Total stockholders' equity	629,941						608,398
Total liabilities and stockholders' equity	$	7,076,674					$	7,071,320

Net interest spread (3)					2.15	%					1.70	%
Net interest income/margin (4)			$	79,618	2.27	%			$	65,263	1.86	%

(1) Non-accrual loans and loans held for sale are included in total loan balances. No adjustment has been made for these loans in the calculation of yields. Interest income on loans includes amortization of deferred loan costs, net of deferred loan fees. Net deferred loan cost amortization totaled $9.8 million and $7.7 million for the six months ended June 30, 2021 and 2020, respectively.

(2) Noninterest-earning assets includes the allowance for loan losses.

(3) Net interest spread is the average yield on total interest-earning assets minus the average rate on total interest-bearing liabilities.

(4) Net interest margin is net interest income divided by total interest-earning assets.

Interest rates and operating interest differential. The following table shows the effect that changes in volume and average interest rates had on the interest earned from our interest-earning assets and interest incurred on our interest-bearing liabilities during the periods indicated.

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	Six Months Ended June 30, 2021 vs 2020
	Variance Due To
(Dollars in thousands)	Volume		Yield/Rate		Total
Interest-Earning Assets
Multifamily residential	$	2,213	$	(5,858)	$	(3,645)
Single family residential	(1,454)		(5,230)		(6,684)
Commercial real estate	(149)		(80)		(229)
Construction, land and NM	3		(91)		(88)
Total loans	613		(11,259)		(10,646)
Investment securities	(130)		(1,415)		(1,545)
Cash, cash equivalents and restricted cash	12		(300)		(288)
Total interest-earning assets	495		(12,974)		(12,479)
Interest-Bearing Liabilities
Transaction accounts	(54)		(320)		(374)
Money market demand accounts	2,679		(4,800)		(2,121)
Time deposits	(5,452)		(15,100)		(20,552)
Total deposits	(2,827)		(20,220)		(23,047)
FHLB advances	(845)		(2,626)		(3,471)
Senior debt	4		(9)		(5)
Junior subordinated debentures	—		(311)		(311)
Total interest-bearing liabilities	(3,668)		(23,166)		(26,834)

Net Interest Income	$	4,163	$	10,192	$	14,355

Total interest income decreased by $12.5 million, or 10.0%, for the six months ended June 30, 2021 as compared to the same period last year. The decrease was primarily due to a $10.6 million decrease in interest income earned on loans resulting predominantly from a 35 basis point decrease in our loan yield caused by the prepayment of higher yielding loans, which were replaced by loans at lower interest rates, a net increase of $2.9 million in the cost of our interest rate swaps and, to a lesser extent, the impact from the purchase of a $287.8 million pool of lower yielding, fixed rate, single family loans in February 2021. The increase in the cost of our interest rate swaps during the six months ended June 30, 2021 compared to the same period last year was primarily due to the substantial decline in federal funds rates following the declaration of the pandemic in March 2020. Additionally, interest income on investments decreased by $1.5 million primarily due to a decrease in the yield on investment securities of 45 basis points caused by variable rate securities repricing to lower current interest rates, as well as the accelerated prepayment of securities backed by mortgages, which have been replaced with more recently purchased, lower yielding securities.

The volume of new loans originated totaled $1.1 billion and $800.6 million for the six months ended June 30, 2021 and 2020, respectively. Improvement in the volume of loan originations is mainly due to the impact of loan underwriting standards reverting back to prepandemic terms, as well as greater borrower comfort during the six months ended June 30, 2021 as compared to the same period last year in connection with the pandemic's impact on the economy and real estate values. The weighted average interest rate on new loans for the six months ended June 30, 2021 was 3.34% as compared to 3.87% for the same period last year. The decline in the average coupon on originations was primarily due to the decline in market interest rates, as well as competitive pricing pressures. As discussed above, during the six months ended June 30, 2021, we purchased a pool of single family loans, which was a strategic response to continued elevated loan prepayments and may further benefit our community reinvestment efforts. This purchase is excluded from the total volume of new loans originated discussed above. Loan prepayment speeds were 26.5% and 21.3% during the six months ended June 30, 2021 and 2020, respectively. The weighted average rate on loan payoffs/curtailments during the six months ended June 30, 2021 was 4.00% as compared to 4.25% for the same period last year.

Total interest expense decreased $26.8 million, or 45.0%, to $32.8 million for the six months ended June 30, 2021 from $59.6 million for the same period last year. Interest expense on deposits decreased $23.0 million primarily due

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to the cost of interest-bearing deposits decreasing 87 basis points. The decrease in our cost of interest-bearing deposits compared to the same period last year is predominantly due to our deposits repricing to lower current market interest rates and, to a lesser extent, a $617.9 million decrease in the average balance of time deposits, which were generally replaced with other lower cost deposit products. Interest expense on advances from the FHLB decreased by $3.5 million during the six months ended June 30, 2021 compared to the same period last year, due to a decrease in the average balance and cost of FHLB advances of $77.5 million and 57 basis points, respectively. These declines were primarily due to the early payoff, in December 2020, of $150.0 million in FHLB advances with a weighted average interest rate of 2.95% and an increase in the volume of short-term advances during the current year to date period. For the six months ended June 30, 2021 and 2020, the average balances and weighted average interest rates of short-term FHLB advances outstanding were $165.9 million and $13.9 million, respectively, and 0.14% and 1.45%, respectively.

Provision for Loan Losses

For the six months ended June 30, 2021, we recorded a reversal of loan loss provisions of $5.0 million as compared to recording loan loss provisions of $10.6 million for the same period last year. The loan loss provisions reversed during the six months ended June 30, 2021 were predominantly due to a partial decrease of our allowance for loan losses that was established last year for the uncertain economic risks associated with the pandemic, as well as improvement in the level of our criticized loans, partially offset by growth in our loan portfolio.

Noninterest Income

Noninterest income decreased by $650 thousand, or 44.2%, to $819 thousand for the six months ended June 30, 2021 from $1.5 million for the same period last year.

The following table presents the major components of our noninterest income:


	For the Six Months Ended June 30,
(Dollars in thousands)	2021		2020		$ Increase (Decrease)		% Increase (Decrease)
Noninterest Income

FHLB dividends	$	738	$	909	$	(171)	(18.8)	%
Fee income	131		58		73		125.9	%
Other	(50)		502		(552)		(110.0)	%
Total noninterest income	$	819	$	1,469	$	(650)	(44.2)	%

The decrease in noninterest income for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was primarily due to a $178 thousand decrease in the fair value of equity securities during the current period compared to a $289 thousand increase in fair value during the same period last year. Additionally, there was a $171 thousand decrease in FHLB stock dividends due to a reduction in the FHLB annualized dividend rate from 7% to 5% during the quarter ended June 30, 2020.

Noninterest Expense

Noninterest expense decreased $2.9 million, or 9.1%, to $29.3 million for the six months ended June 30, 2021 from $32.2 million for the same period last year.

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The following table presents the major components of our noninterest expense for the six months ended June 30, 2021 and 2020:


	For the Six Months Ended June 30,
(Dollars in thousands)	2021		2020		$ Increase (Decrease)		% Increase (Decrease)
Noninterest Expense
Compensation and related benefits	$	19,021	$	21,505	$	(2,484)	(11.6)	%
Deposit insurance premium	939		947		(8)		(0.8)	%
Occupancy	2,472		2,241		231		10.3	%
Depreciation and amortization	1,333		1,356		(23)		(1.7)	%
Professional and regulatory fees	1,098		885		213		24.1	%
Marketing	527		1,205		(678)		(56.3)	%
Data processing	1,846		2,005		(159)		(7.9)	%
Other expenses	2,048		2,063		(15)		(0.7)	%
Total noninterest expense	$	29,284	$	32,207	$	(2,923)	(9.1)	%

The decrease in noninterest expense during the six months ended June 30, 2021 as compared to the same period last year was primarily attributable to a $2.5 million decline in compensation costs mainly due to an increase in capitalized salaries related to increased loan production compared to the same period last year. Additionally, there was a $678 thousand decrease in marketing costs associated with deposit gathering efforts.

Income Tax Expense

For the six months ended June 30, 2021, we recorded income tax expense of $16.5 million as compared to $7.1 million for the same period last year with effective tax rates of 29.4% and 29.5%, respectively. Compared to the same period last year, the increase in income tax expense was due to our higher pre-tax earnings during the six months ended June 30, 2021.

Financial Condition - As of June 30, 2021 and December 31, 2020

Total assets at June 30, 2021 were $7.3 billion, an increase of $351.0 million, or 5.1%, from December 31, 2020. The increase was primarily due to a $393.8 million increase in loans and a $56.2 million increase in investment securities, partially offset by a $108.6 million decrease in cash as compared to December 31, 2020. Total liabilities were $6.6 billion at quarter end, an increase of $326.0 million, or 5.2%, from December 31, 2020. The increase in total liabilities was primarily attributable to an increase in FHLB advances of $198.4 million and growth in our deposits of $137.6 million compared to the prior year end.

Loan Portfolio Composition

Our loan portfolio is our largest class of earning assets and typically provides higher yields than other types of earning assets. Associated with the higher yields is an inherent amount of credit risk which we attempt to mitigate with strong underwriting. As of June 30, 2021 and December 31, 2020, our total loans amounted to $6.4 billion and $6.0 billion, respectively. The following table presents the balance and associated percentage of each major product type within our portfolio as of the dates indicated.

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	As of June 30, 2021				As of December 31, 2020
(Dollars in thousands)	Amount		% of total		Amount		% of total
Real estate loans
Multifamily residential	$	4,254,977	66.5	%	$	4,075,893	67.9	%
Single family residential	1,922,742		30.1	%	1,700,119		28.3	%
Commercial real estate	195,716		3.1	%	202,189		3.4	%
Construction and land	20,683		0.3	%	22,141		0.4	%
Non-mortgage	—		0.0	%	100		0.0	%
Total loans before deferred items	6,394,118		100.0	%	6,000,442		100.0	%
Deferred loan costs, net	49,522				49,374
Total loans	$	6,443,640			$	6,049,816

The relative composition of the loan portfolio has not changed significantly over the past few years. Our primary focus remains multifamily real estate lending, which constituted 67% and 68% of our portfolio at June 30, 2021 and December 31, 2020, respectively. Single family residential lending is our secondary lending emphasis and represented 30% and 28% of our portfolio at June 30, 2021 and December 31, 2020, respectively.

We recognize that our multifamily and single family residential loan products represent concentrations within our balance sheet. Multifamily loan balances as a percentage of risk-based capital were 582.3% and 575.3% as of June 30, 2021 and December 31, 2020, respectively. Our single family loans as a percentage of risk-based capital were 264.5% and 241.8% as of the same dates. Additionally, our loans are geographically concentrated with borrowers and collateral properties on the West Coast. At June 30, 2021, 63%, 26% and 9% of our real estate loans were collateralized by properties in southern California counties, northern California counties and Washington, respectively, compared to 62%, 26% and 10%, respectively, at December 31, 2020.

Our lending strategy has been to focus on products and markets where we have significant expertise. Given our concentrations, we have established strong risk management practices including risk-based lending standards, self-established product and geographical limits, annual cash flow evaluations of income property loans and semi-annual stress testing.

We had a small portfolio of construction loans with commitments (funded and unfunded) totaling $45.0 million and $34.7 million at June 30, 2021 and December 31, 2020, respectively. As of June 30, 2021, the average loan commitment for our single family and multifamily residential construction loans was $4.3 million and $10.5 million, respectively. Our construction lending typically focuses on single family residential projects with completed values of $5.0 million or less and multifamily projects with loan commitments of $15.0 million or less.

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The following table presents the activity in our loan portfolio for the periods shown:


	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2021		2020		2021		2020
Loan Inflows:
Multifamily residential	$	461,646	$	259,495	$	710,250	$	444,551
Single family residential	250,909		218,801		388,973		334,392
Commercial real estate	—		7,166		2,000		12,106
Construction and land	16,849		2,429		19,200		9,583


Purchases	—		—		287,751		20,380
Total loans originated and purchased	729,404		487,891		1,408,174		821,012

Loan Outflows:
Loan principal reductions and payoffs	(545,286)		(428,849)		(996,823)		(789,181)


Other (1)	(11,834)		3,682		(17,527)		18,231
Total loan outflows	(557,120)		(425,167)		(1,014,350)		(770,950)
Net change in total loan portfolio	$	172,284	$	62,724	$	393,824	$	50,062

(1) Other changes in loan balances primarily represent the net change in disbursements on unfunded commitments, deferred loan costs, fair value adjustments and, to the extent applicable, may include foreclosures, charge-offs, negative amortization and interest capitalized as a result of COVID-19 modifications.

Multifamily residential loans. We provide multifamily residential loans for the purchase or refinance of apartment buildings of five units or more, with the financed properties serving as collateral for the loan. Our multifamily lending is built around three core principles: market selection, deal selection and sponsor selection. We focus on markets with a high barrier to entry for new development, where there is a limited supply of new housing and where there is a high variance between the cost to rent and the cost to own. We typically lend on stabilized and seasoned assets and focus on older, smaller properties with rents at or below market levels, catering to low and middle income renters. Our customers are generally experienced real estate professionals who desire regular income/cash flow streams and are focused on building wealth steadily over time. We have instituted strong lending policies to mitigate credit and concentration risk. At June 30, 2021, our multifamily real estate portfolio had an average loan balance of $1.6 million, an average unit count of 14.5 units, a weighted average loan to value of 56.8% and a weighted average debt service coverage ratio of 1.52, as compared to an average loan balance of $1.6 million, an average unit count of 14.6 units, a weighted average loan to value of 56.6% and a weighted average debt service coverage ratio of 1.54 at December 31, 2020.

Single family residential loans. We provide permanent financing on single family residential properties primarily located in our market areas, which are both owner-occupied and investor owned. We conduct this business primarily through a network of third party mortgage brokers with the intention of retaining these loans in our portfolio. The majority of our originations are for purchase transactions, but we also provide loans to refinance single family properties. Our underwriting criteria focuses on debt ratios, credit scores, liquidity of the borrower and the borrower’s cash reserves. At June 30, 2021, our single family residential real estate portfolio had an average loan balance of $835 thousand, a weighted average loan to value of 62.4% and a weighted average credit score at origination/refreshed of 757. At December 31, 2020, our single family residential real estate portfolio had an average loan balance of $941 thousand, a weighted average loan to value of 63.9% and a weighted average credit score at origination/refreshed of 751. Compared to the prior year end, the declines in the average loan balance and weighted average loan to value, as well as the improvement in the weighted average credit score were due to the single family loan pool purchase, previously discussed.

Commercial real estate loans. While not a large part of our portfolio during any period presented, we also lend on nonresidential commercial real estate. Our commercial real estate loans are generally used to finance the purchase or refinance of established multi-tenant industrial, office and retail sites. At June 30, 2021, our commercial real estate portfolio had an average loan balance of $2.1 million, a weighted average loan to value of 54.5% and a weighted average debt service coverage ratio of 1.54, as compared to an average loan balance of $2.1 million, a weighted average loan to value of 55.1% and a weighted average debt service coverage ratio of 1.52 at December 31, 2020. Lending in nonresidential commercial real estate has been intentionally limited since the start

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of the pandemic.

Construction and land. Other categories of loans included in our portfolio consist of construction and land loans. Construction loans include single family and multifamily construction projects.

The following table sets forth the contractual maturity distribution of our loan portfolio:


(Dollars in thousands)	Due in 1 year or less		Due after 1 year through 5 years		Due after 5 years		Total
As of June 30, 2021:
Loans
Real estate mortgage loans:
Multifamily residential	$	1,216	$	4,235	$	4,249,526	$	4,254,977
Single family residential	34		848		1,921,860		1,922,742
Commercial real estate	—		8,776		186,940		195,716
Construction and land	18,223		2,460		—		20,683

Total loans	$	19,473	$	16,319	$	6,358,326	$	6,394,118

Fixed interest rates	$	—	$	209	$	297,198	$	297,407
Floating or hybrid adjustable rates	19,473		16,110		6,061,128		6,096,711
Total loans	$	19,473	$	16,319	$	6,358,326	$	6,394,118
As of December 31, 2020:
Loans
Real estate mortgage loans:
Multifamily residential	$	9	$	6,336	$	4,069,548	$	4,075,893
Single family residential	35		1,143		1,698,941		1,700,119
Commercial real estate	—		4,451		197,738		202,189
Construction and land	18,930		3,211		—		22,141
Non-mortgage	—		—		100		100
Total loans	$	18,974	$	15,141	$	5,966,327	$	6,000,442

Fixed interest rates	$	—	$	11	$	24,846	$	24,857
Floating or hybrid adjustable rates	18,974		15,130		5,941,481		5,975,585
Total loans	$	18,974	$	15,141	$	5,966,327	$	6,000,442

Our fixed interest rate loans generally consist of 30 and 40-year loans that are primarily secured by single family residential properties, often in conjunction with our efforts to provide affordable housing financing to low-to-moderate income individuals. The increase in fixed rate loans at June 30, 2021 is due to our purchase of a pool of fixed rate single family loans in February 2021. Our floating and adjustable rate loans are largely hybrid interest rate programs that provide an initial fixed term of three to ten years and then convert to quarterly or semi-annual repricing adjustments thereafter. As of June 30, 2021 and December 31, 2020, $4.7 billion and $4.3 billion, respectively, of our floating or hybrid adjustable rate loans were at their floor rates. The weighted average minimum interest rate on loans at their floor rates was 3.88% and 4.03% at June 30, 2021 and December 31, 2020, respectively. Hybrid adjustable rate loans still within their initial fixed term totaled $5.3 billion at both June 30, 2021 and December 31, 2020. These loans had a weighted average term to first repricing date of 3.44 years and 3.26 years at June 30, 2021 and December 31, 2020, respectively.

Asset Quality

Our primary objective is to maintain a high level of asset quality in our loan portfolio. We believe our underwriting practices and policies, established by experienced professionals, appropriately govern the risk profile for our loan portfolio. These policies are continually evaluated and updated as necessary. All loans are assessed and assigned

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a risk classification at origination based on underlying characteristics of the transaction such as collateral type, collateral cash flow, collateral coverage and borrower strength. We believe that we have a comprehensive methodology to proactively monitor our credit quality after origination. Particular emphasis is placed on our commercial portfolio where risk assessments are re-evaluated as a result of reviewing commercial property operating statements and borrower financials on at least an annual basis. Single family residential loans are subject to an annual regrading based upon a credit score refresh, among other factors. On an ongoing basis, we also monitor payment performance, delinquencies, and tax and property insurance compliance, as well as any other pertinent information that may be available to determine the collectability of a loan. We believe our practices facilitate the early detection and remediation of problems within our loan portfolio. Assigned risk ratings, as well as the evaluation of other credit metrics, are an integral part of management assessing the adequacy of our allowance for loan losses. We periodically employ the use of an outside independent consulting firm to evaluate our underwriting and risk assessment processes. Like other financial institutions, we are subject to the risk that our loan portfolio will be exposed to increasing pressures from deteriorating borrower credit due to general economic conditions.

Nonperforming assets. Our nonperforming assets consist of nonperforming loans and foreclosed real estate, if any. It is our policy to place a loan on non-accrual status in the event that the borrower is 90 days or more delinquent, unless the loan is well secured and in the process of collection, or earlier if the timely collection of contractual payments appears doubtful. Cash payments subsequently received on non-accrual loans are recognized as income only where the future collection of the remaining principal is considered by management to be probable. Loans are restored to accrual status only when the loan is less than 90 days delinquent and not in foreclosure, and the borrower has demonstrated the ability to make future payments of principal and interest.

Troubled debt restructurings. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered TDRs. Concessions could include reductions of interest rates, extension of the maturity date at a rate lower than the current market rate for a new loan with similar risk, reduction of accrued interest, principal forgiveness, forbearance, or other material modifications. The assessment of whether a borrower is experiencing or will likely experience financial difficulty and whether a concession has been granted is highly subjective in nature, and management’s judgment is required when determining whether a modification is classified as a TDR.

In conjunction with the passage of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), as well as the revised interagency guidance issued in April 2020, "Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working With Customers Affected by the Coronavirus (Revised)", banks have been provided the option, for loans meeting specific criteria, to temporarily suspend certain requirements under GAAP related to TDRs for a limited time to account for the effects of COVID-19. As a result, the Company did not recognize eligible COVID-19 loan modifications as TDRs. Additionally, loans qualifying for these modifications were not required to be reported as delinquent, nonaccrual, impaired or criticized solely as a result of a COVID-19 loan modification.

The following table provides details of our nonperforming and restructured assets as of the dates presented and certain other related information:


(Dollars in thousands)	June 30, 2021			December 31, 2020
Non-accrual loans
Multifamily residential portfolio	$	515		$	522
Single family residential portfolio	192			5,791



Total non-accrual loans	707			6,313
Real estate owned	—			—
Total nonperforming assets	$	707		$	6,313
Performing TDRs	$	1,234		$	1,260
Allowance for loan losses to period end nonperforming loans	5846.53		%	732.04		%
Nonperforming loans to period end loans	0.01		%	0.10		%
Nonperforming assets to total assets	0.01		%	0.09		%
Nonperforming loans plus performing TDRs to total loans	0.03		%	0.13		%

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When assessing whether a loan should be placed on non-accrual status because contractual payments appear doubtful, consideration is given to information we collect from third parties and our borrowers to substantiate their future ability to repay principal and interest due on their loans as contractually agreed.

For the three and six months ended June 30, 2021, $36 thousand and $99 thousand, respectively, in interest income was recognized on non-accrual loans subsequent to their classification as non-accrual compared to $28 thousand and $51 thousand for the three and six months ended June 30, 2020, respectively. For the three and six months ended June 30, 2021, the Company recorded $28 thousand and $39 thousand, respectively, of interest income related to performing TDR loans compared to $15 thousand and $31 thousand during the three and six months ended June 30, 2020, respectively. Gross interest income that would have been recorded on non-accrual loans had they been current in accordance with their original terms was $1 thousand and $16 thousand for the three and six months ended June 30, 2021 compared to $70 thousand and $141 thousand for the three and six months ended June 30, 2020, respectively.

Allowance for loan losses. Our allowance for loan losses is maintained at a level management believes is adequate to account for probable incurred credit losses in the loan portfolio as of the reporting date. We determine the allowance based on a quarterly evaluation of risk. That evaluation gives consideration to the nature of the loan portfolio, historical loss experience, known and inherent risks in the portfolio, the estimated value of any underlying collateral, adverse situations that may affect a borrower’s ability to repay, current economic and environmental conditions and risk assessments assigned to each loan as a result of our ongoing reviews of the loan portfolio. This process involves a considerable degree of judgment and subjectivity. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance. Such agencies may require the Bank to recognize additions to the allowance based on judgments different from those of management.

Our allowance is established through charges to the provision for loan losses. Loans, or portions of loans, deemed to be uncollectible are charged against the allowance. Recoveries of previously charged-off amounts are credited to our allowance for loan losses. The allowance is decreased by the reversal of prior provisions when the total allowance balance is deemed excessive for the risks inherent in the portfolio. The allowance for loan losses balance is neither indicative of the specific amounts of future charge-offs that may occur, nor is it an indicator of any future loss trends.

The following table provides information on the activity within the allowance for loan losses as of and for the periods indicated:


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2021			2020			2021			2020

Allowance for loan losses at beginning of period	$	43,766		$	40,657		$	46,214		$	36,001
Charge-offs:

Single family residential	—			—			—			(722)



Total charge-offs	—			—			—			(722)
Recoveries:

Single family residential	62			3			64			6

Construction and land	7			75			57			150

Total recoveries	69			78			121			156
Net recoveries (charge-offs)	69			78			121			(566)
(Reversal of) provision for loan losses	(2,500)			5,250			(5,000)			10,550
Allowance for loan losses at period end	$	41,335		$	45,985		$	41,335		$	45,985
Allowance for loan losses to period end loans held for investment	0.64		%	0.73		%	0.64		%	0.73		%
Annualized net (recoveries) charge-offs to average loans	(0.00)		%	(0.00)		%	(0.00)		%	0.02		%

Investment Portfolio

Our investment portfolio is generally comprised of government agency securities which are high-quality liquid

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investments under Basel III. The portfolio is primarily maintained to serve as a contingent, on-balance sheet source of liquidity and as such, is kept unencumbered. We manage our investment portfolio according to written investment policies approved by our board of directors. Our investment strategy aims to maximize earnings while maintaining liquidity in securities with minimal credit risk and interest rate risk which is reflective in the yields obtained on those securities. Most of our securities are classified as available for sale, although we occasionally purchase long-term fixed rate mortgage backed securities or municipal securities for community reinvestment purposes and classify those as held to maturity. In addition, we have equity securities which consist of investments in a qualified community reinvestment fund.

The following table presents the book value of our investment portfolio as of the dates indicated:


	June 30, 2021				December 31, 2020
(Dollars in thousands)	Book Value		% of Total		Book Value		% of Total
Available for sale debt securities:
Government and Government Sponsored Entities:
Residential mortgage backed securities ("MBS") and collateralized mortgage obligations ("CMOs")	$	167,841	25.06	%	$	216,724	35.34	%
Commercial MBS and CMOs	442,612		66.12	%	361,988		59.03	%
Agency bonds	12,971		1.94	%	15,022		2.45	%
Other asset backed securities	29,836		4.46	%	—		—	%
Total available for sale debt securities	653,260		97.58	%	593,734		96.82	%
Held to maturity:
Government Sponsored Entities:
Residential MBS	4,252		0.64	%	7,391		1.21	%
Other investments	72		0.01	%	76		0.01	%
Total held to maturity debt securities	4,324		0.65	%	7,467		1.22	%
Equity securities	11,859		1.77	%	12,037		1.96	%
Total investment securities	$	669,443	100.00	%	$	613,238	100.00	%

At June 30, 2021, there was no issuer, other than U.S. government agencies, where the aggregate book value or market value of such issuer’s securities held by the Company exceeded 10% of our stockholders’ equity.

Deposits

Representing 81.6% of our total liabilities as of June 30, 2021, deposits are our primary source of funding for our business operations. We have historically maintained and grown our deposit customer base in various rate environments based on our strong customer relationships, evidenced in part by increased deposits over recent years, as well as our reputation as a safe, sound, secure and "well-capitalized" institution and our commitment to excellent customer service. We are focused on growing our deposits by deepening our relationships with our existing loan and deposit customers and looking to expand our traditional product footprint with newer emphasis placed on specialty/business affiliations and transaction accounts. When competitively priced and/or for asset liability management purposes, we will supplement our deposits with wholesale deposits from deposit brokers and/or the State of California.

Total deposits increased by $137.6 million, or 2.6%, to $5.4 billion at June 30, 2021 from $5.3 billion at December 31, 2020. Brokered deposits increased $151.7 million, while retail deposits decreased $14.0 million. The decline in retail deposits was mainly attributable to the FDIC's revised definition of brokered deposits that went into effect on April 1, 2021 and resulted in $158.1 million of retail deposits being reclassified to brokered deposits or exiting the Bank. Time deposits represented 51.3% and 58.1% of total deposits at June 30, 2021 and December 31, 2020, respectively. The decline in time deposits was entirely offset by increases in our money market savings and checking accounts. We consider approximately 72.0% of our retail deposits at June 30, 2021 to be core deposits based on our internal methodology, which gives consideration to the tenure of customer relationships, product penetration and the relative cost of the deposit accounts.

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Our loan to deposit ratio was 119.28% and 114.92% at June 30, 2021 and December 31, 2020, respectively. It is common for us to operate with a loan to deposit ratio exceeding those commonly seen at other banks. Our higher than average ratio is attributed to our use of FHLB borrowings to supplement loan growth and to strategically manage our interest rate risk, as well as our preference to maintain a large proportion of our assets in real estate loans which generally provide a better yield than high-quality liquid investments.

The following tables summarize our deposit composition by average deposits and average rates paid for the periods indicated:


	Three Months Ended June 30,
	2021						2020
(Dollars in thousands)	Average Amount		Weighted average rate paid		Percent of total deposits		Average Amount		Weighted average rate paid		Percent of total deposits
Noninterest-bearing deposit accounts	$	110,525	—	%	2.1	%	$	64,744	—	%	1.1	%
Interest-bearing transaction accounts	152,830		0.16	%	2.9	%	179,266		0.39	%	3.4	%
Money market demand accounts	2,225,482		0.49	%	41.7	%	1,515,633		0.91	%	28.5	%
Time deposits	2,850,058		0.98	%	53.3	%	3,557,504		1.80	%	67.0	%
Total	$	5,338,895	0.72	%	100.0	%	$	5,317,147	1.49	%	100.0	%



	Six Months Ended June 30,
	2021						2020
(Dollars in thousands)	Average Amount		Weighted average rate paid		Percent of total deposits		Average Amount		Weighted average rate paid		Percent of total deposits
Noninterest-bearing deposit accounts	$	100,133	—	%	1.9	%	$	55,529	—	%	1.1	%
Interest-bearing transaction accounts	153,638		0.22	%	2.9	%	172,764		0.62	%	3.3	%
Money market demand accounts	2,127,491		0.53	%	39.9	%	1,467,235		1.06	%	27.9	%
Time deposits	2,945,807		1.05	%	55.3	%	3,563,700		2.02	%	67.7	%
Total	$	5,327,069	0.80	%	100.0	%	$	5,259,228	1.69	%	100.0	%

The following table sets forth the maturity of time deposits as of June 30, 2021:


(Dollars in thousands except for column headings)	Under $100,000			$100,000 and greater
Remaining maturity:
Three months or less	$	214,933		$	916,095
Over three through six months	172,940			359,092
Over six through twelve months	156,876			907,217
Over twelve months	12,598			32,491
Total	$	557,347		$	2,214,895
Percent of total deposits	10.32		%	41.00		%

The Company had time deposits that met or exceeded the FDIC insurance limit of $250 thousand of $1.2 billion and $1.4 billion at June 30, 2021 and December 31, 2020, respectively. At the same dates, the Company had $201.7 million and $50.0 million of wholesale deposits, respectively.

FHLB Advances and Other Borrowings

In addition to deposits, we utilize collateralized FHLB borrowings to fund our asset growth. FHLB advances can, at times, have attractive rates and we have commonly used them to strategically extend the duration of our liabilities as part of our interest rate risk management. Total FHLB advances increased $198.4 million, or 24.6%, to $1.0 billion at June 30, 2021 compared to $806.7 million at December 31, 2020. The increase in FHLB advances

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outstanding at June 30, 2021 as compared to December 31, 2020, was utilized to fund loan growth and manage interest rate risk during the six months ended June 30, 2021. As of both June 30, 2021 and December 31, 2020, the Bank had a FHLB letter of credit outstanding totaling $62.6 million.

Historically, we have utilized other instruments such as trust preferred securities and senior debt at the bank holding company level as a source of capital for our Bank to support asset growth. We have established two trusts (the "Trusts") of which we own all the common securities, that have issued trust preferred securities, ("Trust Securities"), to investors in private placement transactions. The proceeds of the securities qualify as Tier 1 capital under the applicable regulations for community banks with total assets less than $15 billion. In accordance with GAAP, the Trusts are not consolidated in our consolidated statements of financial condition but rather, the common securities are included in our other assets and the junior subordinated debentures ("Notes") issued to the Trusts are shown as a liability. The following table is a summary of our outstanding Trust Securities and related Notes as of the dates indicated:


	June 30, 2021				December 31, 2020				Date	Maturity	Rate Index
Issuer	Amount		Rate		Amount		Rate		Issued	Date	(Quarterly Reset)
(Dollars in thousands)
Luther Burbank Statutory Trust I	$	41,238	1.50	%	$	41,238	1.60	%	3/1/2006	6/15/2036	3 month LIBOR + 1.38%
Luther Burbank Statutory Trust II	$	20,619	1.74	%	$	20,619	1.84	%	3/1/2007	6/15/2037	3 month LIBOR + 1.62%

We have the right to defer payment of interest on the Notes at any time or from time to time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of the relevant Note. During any such extension period, distributions on the Trust Securities will also be deferred, and our ability to pay dividends on our common stock will be restricted.

We have entered into contractual arrangements which, taken collectively, fully and unconditionally guarantee payment of: (i) accrued and unpaid distributions required to be paid on the Trust Securities; (ii) the redemption price with respect to any Trust Securities called for redemption by the Trusts; and (iii) payments due upon a voluntary or involuntary dissolution, winding up or liquidation of the Trusts. The Trust Securities are mandatorily redeemable upon maturity of the Notes, or upon earlier redemption as provided in the indenture. We have the right to redeem the Notes purchased by the Trusts, in whole or in part, on or after the redemption date. As specified in the indenture, if the Notes are redeemed prior to maturity, the redemption price will be the principal amount and any accrued but unpaid interest.

In 2014, we issued senior debt totaling $95.0 million to qualified institutional investors. These senior notes are unsecured, carry a fixed interest coupon of 6.5%, pay interest only on a quarterly basis and mature on September 30, 2024. The senior debt is redeemable at any time prior to August 31, 2024, at a redemption price equal to the greater of (i) 100% of the principal amount, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the calculated rate for a U. S. Treasury security having a comparable remaining maturity, plus 30 basis points, plus in each case, accrued and unpaid interest. On or after September 1, 2024, the senior debt may be redeemed at 100% of the principal amount plus accrued and unpaid interest.

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The following table presents information regarding our FHLB advances and other borrowings as of and for the periods indicated:


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2021			2020			2021			2020
FHLB advances
Average amount outstanding during the period	$	960,689		$	961,410		$	900,107		$	977,650
Maximum amount outstanding at any month-end during the period	1,048,647			963,689			1,048,647			1,040,199
Balance outstanding at end of period	1,005,147			961,747			1,005,147			961,747
Weighted average maturity (in years)	1.3			2.3			1.3			2.3
Weighted average interest rate at end of period	1.45		%	2.19		%	1.45		%	2.19		%
Weighted average interest rate during the period	1.60		%	2.38		%	1.74		%	2.31		%

Junior subordinated deferrable interest debentures
Balance outstanding at end of period	$	61,857		$	61,857		$	61,857		$	61,857
Weighted average maturity (in years)	15.5			16.5			15.5			16.5
Weighted average interest rate at end of period	1.58		%	1.77		%	1.58		%	1.77		%
Weighted average interest rate during the period	1.65		%	2.16		%	1.68		%	2.68		%

Senior unsecured term notes
Balance outstanding at end of period	$	94,601		$	94,478		$	94,601		$	94,478
Weighted average maturity (in years)	3.3			4.3			3.3			4.3
Weighted average interest rate at end of period	6.66		%	6.67		%	6.66		%	6.67		%
Weighted average interest rate during the period	6.66		%	6.67		%	6.66		%	6.68		%

Our level of FHLB advances can fluctuate on a daily basis depending on our funding needs and the availability of other sources of funds to satisfy those needs. Short-term advances allow us flexibility in funding our daily liquidity needs.

The following table sets forth the amount of short-term borrowings outstanding, comprised entirely of FHLB advances, as well as the weighted average interest rate thereon, as of the dates indicated:


	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2021			2020			2021			2020
Outstanding at period end	$	228,400		$	—		$	228,400		$	—
Average amount outstanding	242,129			4,066			165,873			13,910
Maximum amount outstanding at any month end	346,900			—			346,900			63,000
Weighted average interest rate:
During period	0.13		%	0.22		%	0.14		%	1.45		%
End of period	0.14		%	—		%	0.14		%	—		%

Stockholders’ Equity

Stockholders’ equity totaled $638.7 million and $613.7 million at June 30, 2021 and December 31, 2020, respectively. The increase in stockholders' equity was primarily related to net income of $39.6 million, partially offset by stock repurchases of $6.6 million, dividends paid of $6.0 million and a decline in the fair value of available for sale investment securities of $2.3 million during the six months ended June 30, 2021.

During the six months ended June 30, 2021, the Company repurchased 578,285 of its shares in connection with its stock repurchase program at an average price of $11.40 per share, or a 7.0% discount to tangible book value at June 30, 2021, and a total cost of $6.6 million. As of June 30, 2021, there were $12.0 million of authorized funds remaining under the current share repurchase program.

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Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions that are not included in our consolidated statements of financial condition in accordance with GAAP. These transactions include commitments to extend credit in the ordinary course of business including commitments to fund new loans and undisbursed funds, as well as certain guarantees and derivative transactions.

Loan commitments represent contractual cash requirements to a borrower although, a portion of these commitments to extend credit may expire without being drawn upon. Therefore, the total commitment amounts, shown below, do not necessarily represent future cash obligations. The following is a summary of our off-balance sheet arrangements outstanding as of the dates presented.


(Dollars in thousands)	June 30, 2021		December 31, 2020
Commitments to fund loans and lines of credit	$	179,392	$	116,944

In connection with our Freddie Mac multifamily loan securitization, we entered into a reimbursement agreement pursuant to which we may be required to reimburse Freddie Mac for the first losses in the underlying loan portfolio, not to exceed 10% of the unpaid principal amount at settlement, or approximately $62.6 million. A $62.6 million letter of credit with the FHLB is pledged as collateral in connection with this reimbursement agreement. We have recorded a reserve for estimated losses with respect to the reimbursement obligation of $959 thousand at both June 30, 2021 and December 31, 2020, respectively, which is included in other liabilities and accrued expenses in the consolidated statements of financial condition.

The Company entered into two new two-year swap agreements, with an aggregate notional amount of $650 million during the six months ended June 30, 2021. The swaps provide a hedge against the interest rate risk associated with both fixed rate loans and hybrid adjustable loans in their fixed rate period. The weighted average fixed interest rate on the new swaps is 0.16%. During the year ended December 31, 2019, we entered into two, two-year swap agreements with an aggregate notional amount of $1.0 billion, $500 million of which matured in June 2021 and the remaining $500 million of which will mature in August 2021, to hedge the interest rate risk related to certain hybrid multifamily loans which were in their fixed rate period. Our swaps involve the payment of a fixed rate amount to a counterparty in exchange for the Company receiving a variable rate payment over the life of the swaps without the exchange of the underlying notional amounts.

We guarantee distributions and payments for redemption or liquidation of the Trust Securities issued by the Trusts to the extent of funds held by the Trusts. Although this guarantee is not separately recorded, the obligation underlying the guarantee is fully reflected on our consolidated statements of financial condition as junior subordinated debentures held by the Trusts. The junior subordinated debentures currently qualify as Tier 1 capital under the Federal Reserve capital adequacy guidelines. With the exception of our obligations in connection with its Trust Securities and the other items detailed above, we have no other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources, that are material to investors.

Contractual Obligations

The following table presents, as of June 30, 2021, our significant contractual obligations to third parties on debt and lease agreements and service obligations. For more information about our contractual obligations, see Part I, Item 1, "Financial Statements and Supplementary Data", Note 15. ‘‘Commitments and Contingencies,’’ in the notes to our unaudited consolidated financial statements in this Report.

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			Payments Due by Period
			Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
(Dollars in thousands)	Total
Contractual Cash Obligations
Time deposits (1)	$	2,772,242	$	2,727,153	$	32,319	$	12,770	$	—
FHLB advances (1)	1,005,147		553,500		350,000		101,500		147
Senior debt (1)	95,000		—		—		95,000		—
Junior subordinated debentures (1)	61,857		—		—		—		61,857
Operating leases	12,364		4,071		4,962		2,041		1,290
Significant contract (2)	8,345		1,718		3,436		3,191		—
Total	$	3,954,955	$	3,286,442	$	390,717	$	214,502	$	63,294

(1) Amounts exclude interest
(2) We have one significant, long-term contract for core processing services which expires May 9, 2026. The actual obligation is unknown and dependent on certain factors including volume and activities. For purposes of this disclosure, future obligations are estimated using our year-to-date 2021 average monthly expense extrapolated over the remaining life of the contract.

We believe that we will be able to meet our contractual obligations as they come due. Adequate cash levels are expected through profitability, repayments from loans and securities, deposit gathering activity, access to borrowing sources and periodic loan sales.

Liquidity Management and Capital Adequacy

Liquidity Management

Liquidity refers to our capacity to meet our cash obligations at a reasonable cost. Our cash obligations require us to have cash flow that is adequate to fund loan growth and maintain on-balance sheet liquidity while meeting present and future obligations of deposit withdrawals, borrowing maturities and other contractual cash obligations. In managing our cash flows, management regularly confronts situations that can give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds and the ability to convert assets into cash. Changes in economic conditions or exposure to credit, market, operational, legal and reputational risks also could affect the Company’s liquidity risk profile and are considered in the assessment of liquidity management.

We continually monitor our liquidity position to ensure that our assets and liabilities are managed in a manner to meet all reasonably foreseeable short-term, long-term and strategic liquidity demands. Management has established a comprehensive management process for identifying, measuring, monitoring and controlling liquidity risk. Because of its critical importance to the viability of the Company, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include: effective corporate governance consisting of oversight by the Board of Directors and active involvement by management; appropriate strategies, policies, procedures, and limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems including stress tests that are commensurate with the complexity of our business activities; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments, that can be used to meet liquidity needs in stressful situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of the Company’s liquidity risk management process.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our liquidity requirements are met primarily through our deposits, FHLB advances and the principal and interest payments we receive on loans and investment securities. Cash on hand, unrestricted cash at third party banks, investments available for sale and maturing or prepaying balances in our investment and loan portfolios are our most liquid assets. Other sources of liquidity that are routinely available to us include funds from retail and wholesale deposits, advances from the FHLB and proceeds from the sale of loans. Less commonly used sources of funding include borrowings from the FRB discount window, draws on established federal funds lines from unaffiliated commercial banks and the issuance of debt or equity securities. We believe we have ample liquidity

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resources to fund future growth and meet other cash needs as necessary.

Our total deposits at June 30, 2021 and December 31, 2020 were $5.4 billion and $5.3 billion, respectively. Based on the values of loans pledged as collateral, our $1.0 billion of FHLB advances outstanding and our $62.6 million FHLB letter of credit outstanding, we had $875.4 million of additional borrowing capacity with the FHLB at June 30, 2021. Based on the values of loans pledged as collateral, we had $195.0 million of borrowing capacity with the FRB at June 30, 2021. There were no outstanding advances with the FRB at June 30, 2021. In addition to the liquidity provided by the FHLB and FRB described above, we have established federal funds lines of credit with unaffiliated banks totaling $50.0 million at June 30, 2021, none of which were advanced at that date. In the ordinary course of business, we maintain correspondent bank accounts with unaffiliated banks which are used for normal business activity including ordering cash for our branch network, the purchase of investment securities and the receipt of principal and interest on those investments. Available cash balances at correspondent banks, including amounts at the FRB, totaled $68.4 million at June 30, 2021.

The Company is a corporation separate and apart from our Bank and, therefore, must provide for its own liquidity, including liquidity required to meet its debt service requirements on its senior notes and junior subordinated debentures. The Company’s main source of cash flow is dividends declared and paid to it by the Bank. There are statutory and regulatory limitations that affect the ability of our Bank to pay dividends to the Company. We believe that these limitations will not impact our ability to meet our ongoing short-term cash obligations. For contingency purposes, the Company typically maintains a minimum level of cash to fund one year’s projected operating cash flow needs.

Capital Adequacy

We are subject to various regulatory capital requirements administered by federal and state banking regulators. Our capital management consists of providing equity to support our current operations and future growth. Failure to meet minimum regulatory capital requirements may result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and off-balance sheet items as calculated under regulatory accounting policies. As of June 30, 2021 and December 31, 2020, we were in compliance with all applicable regulatory capital requirements, including the capital conservation buffer, and the Bank qualified as ‘‘well-capitalized’’ for purposes of the FDIC’s prompt corrective action regulations. At June 30, 2021, the capital conservation buffer was 2.50%.

The vast majority of our multifamily residential loans and single family residential loans are currently eligible for 50% risk-weighting for purposes of calculating our regulatory capital levels. Risk-weighting requirements of multifamily residential loans and single family residential loans are contingent upon meeting specific criteria, which, if not adequately met, would increase the required risk-weighting percentage for these loans. Commercial real estate lending collateralized by real estate other than multifamily residential properties are generally risk weighted at 100%. Our leverage ratio is not impacted by the composition of our assets.

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The following table presents our regulatory capital ratios as of the dates presented, as well as the regulatory capital ratios that are required by FDIC regulations to maintain ‘‘well-capitalized’’ status:


					Minimum Required
	Actual				For Capital Adequacy Purposes				Plus Capital Conservation Buffer				For Well- Capitalized Institution
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
Luther Burbank Corporation
As of June 30, 2021
Tier 1 Leverage Ratio	$	692,866	9.70	%	$	285,754	4.00	%	N/A		N/A		N/A		N/A
Common Equity Tier 1 Risk-Based Ratio	631,009		15.73	%	180,473		4.50	%	$	280,735	7.00	%	N/A		N/A
Tier 1 Risk-Based Capital Ratio	692,866		17.28	%	240,630		6.00	%	340,893		8.50	%	N/A		N/A
Total Risk-Based Capital Ratio	735,300		18.33	%	320,840		8.00	%	421,103		10.50	%	N/A		N/A
As of December 31, 2020
Tier 1 Leverage Ratio	$	665,514	9.45	%	$	281,564	4.00	%	N/A		N/A		N/A		N/A
Common Equity Tier 1 Risk-Based Ratio	603,657		15.75	%	172,420		4.50	%	$	268,209	7.00	%	N/A		N/A
Tier 1 Risk-Based Capital Ratio	665,514		17.37	%	229,893		6.00	%	325,682		8.50	%	N/A		N/A
Total Risk-Based Capital Ratio	712,837		18.60	%	306,524		8.00	%	402,313		10.50	%	N/A		N/A
Luther Burbank Savings
As of June 30, 2021
Tier 1 Leverage Ratio	$	762,135	10.67	%	$	285,617	4.00	%	N/A		N/A		$	357,021	5.00	%
Common Equity Tier 1 Risk-Based Ratio	762,135		19.01	%	180,394		4.50	%	$	280,613	7.00	%	260,569		6.50	%
Tier 1 Risk-Based Capital Ratio	762,135		19.01	%	240,525		6.00	%	340,744		8.50	%	320,701		8.00	%
Total Risk-Based Capital Ratio	804,569		20.07	%	320,701		8.00	%	420,919		10.50	%	400,876		10.00	%
As of December 31, 2020
Tier 1 Leverage Ratio	$	729,054	10.36	%	$	281,453	4.00	%	N/A		N/A		$	351,816	5.00	%
Common Equity Tier 1 Risk-Based Ratio	729,054		19.04	%	172,340		4.50	%	$	268,085	7.00	%	248,936		6.50	%
Tier 1 Risk-Based Capital Ratio	729,054		19.04	%	229,787		6.00	%	325,532		8.50	%	306,383		8.00	%
Total Risk-Based Capital Ratio	776,377		20.27	%	306,383		8.00	%	402,128		10.50	%	382,979		10.00	%

Impact of Inflation and Changing Prices

Our unaudited consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike most industrial companies, nearly all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the exposure to unanticipated changes in net interest earnings or loss due to changes in the market value of assets and liabilities as a result of fluctuations in interest rates. As a financial institution, our primary market risk is interest rate risk. Interest rate risk is the risk to earnings and value arising from volatility in market interest rates. Interest rate risk arises from timing differences in the repricings and maturities of interest-earning assets and interest-bearing liabilities (repricing risk), changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers’ ability to prepay loans at any time and depositors’ ability to redeem certificates of deposit before maturity (option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR (basis risk).

We manage market risk though our Asset Liability Council ("ALCO") which is comprised of senior management who are responsible for ensuring that board approved strategies, policy limits, and procedures for managing interest rate risk are appropriately executed within the designated lines of authority and responsibility. The ALCO meets monthly

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to review, among other things, the composition of our assets and liabilities, the sensitivity of our assets and liabilities to interest rate changes, our actual and forecasted liquidity position, investment activity and our interest rate hedging transactions. The ALCO reports regularly to our board of directors. Our board reviews all policies impacting asset and liability management and establishes risk tolerance limits for business operations on at least an annual basis.

Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk posture given business forecasts, management objectives, market expectations, and policy constraints. In recognition of this, we actively manage our assets and liabilities to maximize our net interest income and return on equity, while managing our risk exposure and maintaining adequate liquidity and capital positions.

Given the nature of our loan and deposit activities, we are liability sensitive to volatility in interest rates. A liability sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net interest margin. Conversely, an asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than rates paid on our interest-bearing liabilities, thus expanding net interest margin.

We use two primary modeling techniques to assess our exposure to interest rates that simulate the earnings and valuation effects of variations in interest rates: Net Interest Income at Risk ("NII at Risk") and the Economic Value of Equity ("EVE"). These models require that we use numerous assumptions, including asset and liability pricing and repricing, future growth, prepayment rates, non-maturity deposit sensitivity and decay rates. These assumptions are inherently uncertain and, as a result, the models cannot precisely predict the fluctuations in market interest rates or precisely measure the impact of future changes in interest rates. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

Stress testing the balance sheet and net interest income using instantaneous parallel shock movements in the yield curve of -100 to +400 basis points is a regulatory and banking industry practice. Because of the low level of market interest rates, we have not run these models with a yield curve shock beyond -100 basis points. However, these stress tests may not represent a realistic forecast of future interest rate movements in the yield curve.

Instantaneous parallel interest rate shock modeling is not a predictor of actual future performance of earnings. It is a financial metric used to manage interest rate risk, implement hedging transactions if the metric rises above policy limits for interest rate risk, and track the movement of the Company's interest rate risk position over a historical time frame for comparison purposes.

Our earnings are a function of collecting both a credit risk premium on our loans and an interest rate risk premium on our balance sheet position. The purpose of these premiums being to diversify our earnings position with both credit risk and interest rate risk, which tend to be negatively correlated historically for the Company. During weak economic times, our loan losses have been higher than normal, but the Federal Reserve will generally reduce short-term interest rates in an attempt to stimulate the economy and add liquidity. As a result, our interest rate spread will generally increase during those periods. During strong economic times, when the Federal Reserve raises short-term interest rates to dampen economic activity, the Company’s interest rate spread decreases. These periods have historically been indicative of inflation and real property value increases. As such, the decrease in net interest income is typically somewhat offset by declining loan losses in our loan portfolio. There is no guarantee, however, that the past countercyclical nature of our loan losses and our net interest spread declines will continue in the future.

On a quarterly basis, we measure and report NII at Risk to isolate the change in income related solely to interest-earning assets and interest-bearing liabilities. The following table illustrates the results of our NII at Risk analysis to determine the extent to which our net interest income over the following 12 months would change if prevailing interest rates increased or decreased by the specified amounts at June 30, 2021. It models instantaneous parallel shifts in market interest rates, implied by the forward yield curve over the next one year period.

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Interest Rate Risk to Earnings (NII)
June 30, 2021
(Dollars in millions)
Change in Interest Rates (basis points)	$ Change NII	% Change NII
+400 BP	$(12.3)	(7.2)%
+300 BP	(7.7)	(4.5)%
+200 BP	(4.3)	(2.5)%
+100 BP	(1.9)	(1.1)%
-100 BP	5.8	3.4%

The NII at Risk reported at June 30, 2021 reflects that our earnings are in a liability sensitive position in which an increase in interest rates is expected to generate lower net interest income. During the six months ended June 30, 2021, our NII at Risk increased as compared to December 31, 2020 primarily due to loan growth and the steepening yield curve.

EVE measures the period end market value of assets minus the market value of liabilities and the change in this value as rates change. The EVE results included in the table below reflect the analysis reviewed monthly by management. It models instantaneous parallel shifts in market interest rates, implied by the forward yield curve. The EVE model calculates the market value of capital by taking the present value of all asset cash flows less the present value of all liability cash flows.


Interest Rate Risk to Capital (EVE)
June 30, 2021
(Dollars in millions)
Change in Interest Rates (basis points)	$ Change EVE	% Change EVE
+400 BP	$(348.6)	(55.0)%
+300 BP	(243.1)	(38.4)%
+200 BP	(146.3)	(23.1)%
+100 BP	(74.0)	(11.7)%
-100 BP	70.2	11.1%

The EVE reported at June 30, 2021 reflects that our market value of capital is in a liability sensitive position in which an increase in interest rates is expected to generate lower market values of capital. During the six months ended June 30, 2021, our EVE increased as compared to December 31, 2020 primarily due to loan growth, the steepening yield curve and a change in model assumptions.

Certain shortcomings are inherent in the NII at Risk and EVE analyses presented above. Both the NII at Risk and EVE simulations include assumptions regarding balances, asset prepayment speeds, deposit repricing and runoff and interest rate relationships among balances that we believe to be reasonable for the various interest rate environments. Differences in actual occurrences from these assumptions, as well as nonparallel changes in the yield curve, may change our market risk exposure. Simulated results are not intended to be used as a forecast of the actual effect of changes in market interest rates on our results, but rather as a means to better plan and execute appropriate interest rate risk strategies.

Hedge Positions

In managing our market risk, our board of directors has authorized the ALCO to utilize long-term borrowings and derivatives, including interest rate caps and swaps, to mitigate on-balance sheet interest rate risk in accordance with regulations and our internal policy. We use or expect to use borrowings, interest rate caps and swaps as macro hedges against inherent rate sensitivity in our loan portfolio, other interest-earning assets and our interest-bearing liabilities. Positions for hedging purposes are undertaken as mitigation to exposure primarily from mismatches between assets and liabilities.

We are currently utilizing FHLB advances and interest rate swaps to hedge our liability sensitive interest rate risk position. As of June 30, 2021, the Company maintained three interest rate swaps with an aggregate notional amount of $1.2 billion to primarily hedge the interest rate risk associated with both fixed rate loans and hybrid adjustable loans in their fixed rate period. All of our swaps are designated as fair value hedges and involve the

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payment of a fixed rate amount to a counterparty in exchange for the Company receiving a variable rate payment over the life of the swaps without the exchange of the underlying notional amount. The gain or loss on these derivatives, as well as the offsetting loss or gain on the hedged items attributable to the hedged risk are recognized in interest income for loans in our unaudited consolidated statements of income. During the three and six months ended June 30, 2021, the Company recognized a reduction in interest income of $3.3 million and $6.7 million, respectively, in connection with the swaps compared to $3.5 million and $3.9 million during the three and six months ended June 30, 2020, respectively.

The following table summarizes derivative instruments utilized by us as interest rate risk hedge positions as of June 30, 2021:


(Dollars in thousands)					Fair Value
Hedging Instrument	Hedge Accounting Type	Months to Maturity	Notional		Other Assets		Other Liabilities

Interest rate swap	Fair value hedge	2	$	500,000	$	—	$	608
Interest rate swap	Fair value hedge	20	350,000		345		—
Interest rate swap	Fair value hedge	24	300,000		32		—
			$	1,150,000	$	377	$	608

Counterparty Credit Risk

Derivative contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms. Our policies require that counterparties must be approved by our ALCO. Additionally, contracts are in place to ensure that minimum transfer amounts and collateral requirements are established.

Item 4. Controls and Procedures

Management of the Company, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness as of June 30, 2021, of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2021 in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management of the Company as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, such controls.

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PART II.

Item 1. Legal Proceedings

From time to time, we are party to legal actions that are routine and incidental to our business. Given the nature, scope and complexity of the extensive legal and regulatory landscape applicable to our business, we, like all banking organizations, are subject to heightened regulatory compliance and legal risk. However, based on available information, management does not expect the ultimate disposition of any or a combination of these actions to have a material adverse effect on our business, financial condition or results of operation.

Item 1A. Risk Factors

There have been no material changes from the risks disclosed in the Risk Factors section of the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities

The table below summarizes the Company's monthly repurchases of equity securities during the quarter ended June 30, 2021:


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Program (1)
(Dollars in thousands, except per share data)
April 1 - 30, 2021	24,610	$	11.16	24,610	$	16,203
May 1 - 31, 2021	152,850	11.93		152,850	14,380
June 1 - 30, 2021	199,143	12.02		199,143	11,985
Total	376,603	$	11.93	376,603	$	11,985

(1) On October 30, 2020, the Board of Directors of the Company authorized the repurchase of $20.0 million of the Company’s common stock pursuant to a formal program adopted on that date (the “Plan”). The Plan has been adopted in accordance with guidelines specified by Rule 10b5-1 and under Rule 10b-18 under the Exchange Act and the Company’s Insider Trading Policy. The Plan is effective from November 2, 2020 until December 31, 2021.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Incorporated by Reference

Exhibit Number

Description

Filed Herewith

Form

File No.

Exhibit

Filing Date

3.1

Amended and Restated Articles of Incorporation of Luther Burbank Corporation

S-1

333-221455

3.1

11/9/2017

3.2

Amended and Restated Bylaws of Luther Burbank Corporation

S-1

333-221455

3.2

11/9/2017

4.1

Specimen Certificate for Common Stock

S-1

333-221455

4.1

11/9/2017

Pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt and preferred securities are not filed. The Company agrees to furnish a copy thereof to the SEC upon request.

31.1

Rule 13a-14(a) Certification of Chief Executive Officer*

31.2

Rule 13a-14(a) Certification of Chief Financial Officer*

32.1

Section 1350 Certification of Chief Executive Officer*

32.2

Section 1350 Certification of Chief Financial Officer*

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		LUTHER BURBANK CORPORATION

DATED:	AUGUST 6, 2021	By: /s/ Simone Lagomarsino
		Simone Lagomarsino
		President and Chief Executive Officer

DATED:	AUGUST 6, 2021	By: /s/ Laura Tarantino
		Laura Tarantino
		Executive Vice President and Chief Financial Officer