8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)		February 4, 2015
PACIFIC PREMIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE	0-22193			33-0743196
(State or other jurisdiction of incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
17901 Von Karman Avenue, Suite 1200, Irvine, CA				92614
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(949) 864-8000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01  REGULATION FD DISCLOSURE

Pacific Premier Bancorp, Inc. (the “Company”) is filing an investor presentation relating to its fourth quarter of 2014 (the “Presentation”), which will be used by the Company’s President and Chief Executive Officer, Steve Gardner, for presentations to investors and others.  The Presentation replaces and supersedes investor presentation materials previously furnished  as an exhibit to the Company’s Current Reports on Form 8-K.

A copy of the Presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference.  The Presentation is also available on the Company's web site at www.ppbi.com.

Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

99.1   Pacific Premier Bancorp, Inc., Investor Presentation, Fourth Quarter 2014

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 hereunto duly authorized.

PACIFIC PREMIER BANCORP, INC.
Dated:	February 4, 2015	By:	/s/ STEVE GARDNER
			Steve Gardner
			President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Investor Presentation

Fourth Quarter 2014

Steve Gardner

President & Chief Executive Officer

sgardner@ppbi.com

949-864-8000

2

Forward-Looking Statements

The statements contained in this presentation that are not historical facts are forward-looking statements based on management’s current
expectations and beliefs concerning future developments and their potential effects on Pacific Premier Bancorp, Inc. (the “Company”). Such
statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company.
There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. The Company
cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected
by, such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: the strength of the United States
economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade,
monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate,
market and monetary fluctuations; the timely development of competitive new products and services and the acceptance of these products and
services by new and existing customers; the willingness of users to substitute competitors’ products and services for the Company’s products and
services; the impact of changes in financial services policies, laws and regulations (including the Dodd-Frank Wall Street Reform and Consumer
Protection Act) and of governmental efforts to restructure the U.S. financial regulatory system; technological changes; the effect of acquisitions that
the Company has made or may make; changes in the level of the Company’s nonperforming assets and charge-offs; oversupply of inventory and
deterioration in values of California real estate, both residential and commercial; the effect of changes in accounting policies and practices, as may be
adopted from time-to-time by bank regulatory agencies, the Securities and Exchange Commission (“SEC”), the Public Company Accounting Oversight
Board, the Financial Accounting Standards Board or other accounting standards setters; possible other-than-temporary impairments of securities
held by the Company; changes in consumer spending, borrowing and savings habits; the effects of the Company’s lack of a diversified loan portfolio,
including the risks of geographic and industry concentrations; ability to attract deposits and other sources of liquidity; changes in the financial
performance and/or condition of the Company’s borrowers; changes in the competitive environment among financial and bank holding companies
and other financial service providers; unanticipated regulatory or judicial proceedings; and the Company’s ability to manage the risks involved in the
foregoing.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the
Company’s 2013 Annual Report on Form 10-K, filed with the SEC and other filings made by the Company with the SEC. The Company specifically
disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included
herein to reflect future events or developments.

3

16 Full-Service

Branch Locations

Company Profile

Exchange / Listing

NASDAQ: PPBI

Focus

Small & Mid-Market
Businesses

Total Assets

$2.5 Billion

Branch Network

Note: Financial information pro forma as of the

quarter ending 12/31/2014

Note: Market data as of 1/28/2015

Headquarters

Irvine, CA

# of Research Analysts

6 Analysts

Market Cap

$326.6 Million

Avg. Daily Volume

31,466 Shares

Note: Map does not include PPBI offices outside of California

4

Strategic Plan Execution

Pre 2008

§Conversion from a thrift to a commercial bank

§Improve deposit base and diversify loan portfolio

§Regimented approach to credit management

2008 - 2012

§Organic growth driven by disciplined sales culture

§Geographic expansion through highly accretive FDIC-assisted acquisitions

§Canyon National Bank (CNB) - $209 million in assets at closing on 2/11/2011 (FDIC-Assisted)

§Palm Desert National Bank (PDNB) - $121 million in assets at closing on 4/27/2012 (FDIC-Assisted)

Next Stage

§Focus on producing EPS growth from scale, efficiency, balance sheet leverage

§Increase revenue from recurring fee incomethrough growth in SBA lending

§Increase non-interest bearing deposit accounts to over 35% of deposit base

2013 - 2014

§Build out our commercial banking platform through acquisitions

§First Associations Bank (FAB) - $419 million in assets, closed on 3/15/2013 (151 days)

§San Diego Trust Bank (SDTB) - $208 million in assets, closed on 6/25/2013 (111 days)

§Infinity Franchise Holdings (IFH) - $80 million in assets, closed on 1/30/2014 (73 days)

§Independence Bank (IDPK) - $423 million in assets,closed on 1/26/2015 (96 days)

5

Commercial Bank Transformation - Deposit Composition

§74% of deposits are non-CD deposits

§27% of deposit balances are non-interest bearing deposits

§91% of deposit balances are Core deposits *

Cost of Deposits: 1.79%

* Core deposits are all transaction accounts and non-brokered CD accounts below $250,000

6

Commercial Bank Transformation - Loan Composition

Loan Composition - 12/31/2009

Proforma Loan Composition - 12/31/2014

§Loan portfolio is high quality and well-diversified

§Business loans represent 46% of total loans at 12/31/14

Total Loans: $576.3 Million

Total Loans: $2.0 Billion

7

Growth Driven Organically and Through M&A

Total Deposits & Total Loans & Total Assets

§Total deposits compound annual pro forma growth rate of 26% since 2009

§Total loans compound annual pro forma growth rate of 28% since 2009

§Total assets compound annual pro forma growth rate of 25% since 2009

Note:All dollars in millions

* Pro forma with Independence Bank

*

8

Operating Revenue & Net Interest Margin

Net Interest Margin

Operating Revenue

§Meaningful operating revenue growth in each of the last several years

§Strength in net interest margin through loan pricing discipline and growth in core deposits

Note: Operating revenue = net interest income + non-interest income.

Note:All dollars in millions

9

Expenses & Efficiency

Non-Interest Expense / Avg. Assets

Efficiency Ratio

§The Company continues to support its growth efforts by investing in talented producers

§The Company will realize benefits from economies of scale as it continues to grow

10

Conservative Credit Culture

Nonperforming Assets to Total Assets (%)

§The Company has a history of pro-actively addressing credit issues through aggressive problem-asset resolution

§No troubled debt restructurings (“TDRs”)

§Loan sales utilized strategically to manage various risks

CNB Acquisition

2/11/11

PDNB Acquisition

4/27/12

* California peer group consists of all insured California institutions, from SNL Financial.

11

Overview of Q4 2014 Highlights

§Stockholder Highlights

§Diluted earnings per share of $0.23

§Return on average tangible common equity of 9.56%*

§Return on average assets of 0.78%

§Excluding non-recurring expenses, adjusted net income was $5.4 million, or $0.31 per diluted share *

§Financial Highlights

§Net loans of $1.6 billion, an annualized increase of 22% or $79.2 million compared to prior quarter

§Record loan originations of $218 million

§Adjusted efficiency ratio of 57.9%

§Other Highlights

§Franchise lending contributed $58 million in C&I loan growth

§Construction lending originations of $56 million

§Significant business development in commercial banking with 36% of originations in C&I loans

*Pleaserefer to non-GAAP reconciliation

12

Creating Scarcity Value

*Southern California includes LA, Orange, Imperial, Riverside, San Bernardino,
San DiegoCounties

**PPBI pro forma with Independence Bank as of 12/31/14

§Ranked 12th largest among exchange listed banks by total assets in Southern California*

Source: SNL Financial, as of 12/31/2014 or most recent quarter available

Note: Includes banks listed on NASDAQ/NYSE/OTCB. Excludes pending acquisition targets

13

§Small and middle market business banking focus

§Full suite of business banking services, including: cash
management, payroll and merchant card services

§Customized C&I and commercial real estate loans

Commercial Banking Business Units

Business Banking

SBA Lending

HOA Banking

Warehouse Lending

Income Property Lending

§Small Business Administration (“SBA”) Loans

§California Capital Access Program (“Cal CAP”) Loans

§United State Department of Agriculture (“USDA”) Loans

§Bureau of Indian Affairs (“BIA”) Loans

§Nationwide leader of customized cash management,
electronic banking services and credit facilities for:

§Home Owner Association (“HOA”) Companies

§HOA Management Companies

§Credit facilities and electronic banking services
exclusively designed for large and small mortgage
banking concerns

§Credit facilities and banking services for commercial
real estate (“CRE”) investors

§Structured CRE and bridge loan flexibility

Construction Lending

§Construction loans for developers and owner users on
residential and CRE properties

§New team assembled in first half of 2013

Franchise Lending

§Financing for established and experienced owner
operators of Quick Serve Restaurants nationwide

§C&I and CRE loans secured by equipment and real
estate

Nonprofit & Escrow Banking

§Customized credit solutions for nonprofits

§Specialized cash management and electronic banking
products to meet escrow and title company needs

14

Disciplined Sales Culture Drives Organic Growth

§Business development team consists of early career sales executives
with real estate or financial services experience

§Consistent calling effort identifies prospects

§Diligent monitoring and management of quantity and quality of lead
generation

§Senior commercial bankers utilized to close new relationships

Business
Development /
Sales Infrastructure

Consistent
Contact

Lead
Generation
Management

Senior Commercial
Bankers Close New
Relationships

15

Acquisition & Integration Strategy

General Acquisition Criteria

Integration Strategy

§Look for strategic, financially compelling and
culturally compatible organizations

§Favorable markets / demographics

§Must complement our business banking
strategy

§Disciplined approach to analysis, pricing and
structuring of each transaction

§Realistic cost savings assumptions

§Core customer retention

§Keeping franchise value intact

§Aggressive approach to timely and effective
integration

§Identify key players that fit into our culture
and who can add value to the organization

§Immediately meet with new customer base to
begin cross-selling products and services

§Aggressive approach to disposition of any
problem assets inherited in a transaction

§Diligent approach to acquisitive growth and business integration

16

Acquisition of Independence Bank

Strategic
Rationale

§Compelling in-market consolidation opportunity that strengthens PPBI’s competitive position as one of
the premier community banks headquartered in Southern California with $2.5 billion pro forma assets

§Geographic fit - enhances and connects PPBI’s footprint in Southern California

§Fills in existing franchise between Orange County and Coachella Valley

§Deep understanding of respective business model, customer base and employees

§Addition of attractive loan portfolio with no substantial asset quality issues

§Valuable low-cost core deposit franchise

§25.9% non-interest bearing deposits and 81.5% non-CD deposits

§Total cost of deposits of 0.40%

Financially
Attractive

§First full year EPS accretion of approximately 9.6% in 2016(1)

§Internal rate of return in excess of 20%

§Tangible book value per share payback period of approximately 3.2 years(2)

§Significant cost savings and operational synergies due to branch overlap - Cost savings of 45%

Source: SNL Financial, financial information as of the quarter ended 9/30/2014, based on regulatory data

(1) Based on PPBI mean EPS estimates for 2014 and 2015 per SNL FactSet research, prior to merger agreement. Excludes non-
recurring merger related expenses in 2015

(2) Payback period based on the number of years its takes to eliminate the tangible book value per share dilution with the
estimated pro forma PPBI EPS accretion

Merger closed on January 26, 2015.Expect to complete integration by April 2015

17

Capital Resources

§Well capitalized and equipped to execute on the Company’s growth strategy

§Pure common equity capital structure (no TARP / preferred equity)

*Pleaserefer to non-GAAP reconciliation

	Pro forma as of December 31, 2014
	Well-Capitalized Requirement	Pacific Premier Bancorp, Inc.	Pacific Premier Bank
Stockholders' Equity		$262,361	$310,438
Tangible Common Equity		$206,199	$254,276
Tier 1 Capital		$215,001	$256,644
Regulatory Capital Ratios:
Tier 1 Leverage Capital Ratio	5.00%	9.08%	10.83%
Tier 1 Risk-Based Capital Ratio	6.00%	10.12%	12.11%
Total Risk Based Capital Ratio	10.00%	13.54%	12.71%
Tangible Common Equity Ratio*		8.52%	10.53%

18

Superior Market Performance (PPBI)

Source: SNL Financial, market information as of10/21/2014

§The Company’s stock price has significantly outperformed its publicly traded bank peers (SNL Bank Index / NASDAQ Bank
Index) in the market over the last 3 years

§Since December 2011, PPBI’s stock price is up 151% versus the SNL Bank at 84% and NASDAQ bank indices at 57%

19

§Achieve economies of scale and operating leverage as a $2.5 billion bank

§Business lines that generate higher risk adjusted returns

§Proven track record of executing on acquisitions and organic growth

§Continue to evaluate attractive acquisition opportunities in California

§Deposit platform will fund continued loan growth

§Create scarcity value among banks in Southern California

PPBI Outlook

Continued Focus on Building Long-term Franchise Value

20

Appendix material

PPBI Supplemental Information

21

Financial Highlight Trends

Note: All dollars in thousands, except per share.*Please refer to non-GAAP reconciliation

** Proforma with Independence Bank

**
**
**

**

**
**
**

**

22

Non-GAAP Financial Measures

Tangible common equity to tangible assets (the "tangible common equity ratio") and tangible book value per share are a non-GAAP financial measures derived from GAAP-based
amounts.  We calculate the tangible common equity ratio by excluding the balance of intangible assets from common stockholders' equity and dividing by tangible assets.  We calculate
tangible book value per share by dividing tangible common equity by common shares outstanding, as compared to book value per common share, which we calculate by dividing
common stockholders’ equity by common shares outstanding. We believe that this information is consistent with the treatment by bank regulatory agencies, which exclude intangible
assets from the calculation of risk-based capital ratios.  Accordingly, we believe that these non-GAAP financial measures provide information that is important to investors and that is
useful in understanding our capital position and ratios.  However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP
measures. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled measures reported by other
companies. A reconciliation of the non-GAAP measure of tangible common equity ratio to the GAAP measure of common equity ratio and tangible book value per share to the GAAP
measure of book value per share are set forth below.

Note:All dollars in thousands, except per share data.

	PPBI					PPB
	December 31,	March 31,	June 30,	September 30,	December 31,	December 31,
	2013	2014	2014	2014	2014 *	2014 *
Total stockholders' equity	$175,226	$188,860	$192,181	$197,857	$262,361	$310,438
Less: Intangible assets	(24,056)	(29,324)	(29,071)	(28,817)	(56,162)	(56,162)
Tangible common equity	$151,170	$159,536	$163,110	$169,040	$206,199	$256,644
Total assets	$1,714,187	$1,745,282	$1,921,525	$2,034,248	$2,475,590	$2,470,479
Less: Intangible assets	(24,056)	(29,324)	(29,071)	(28,817)	(56,162)	(56,162)
Tangible assets	$1,690,131	$1,715,958	$1,892,454	$2,005,431	$2,419,428	$2,414,317
Common Equity ratio	10.22%	10.82%	10.00%	9.73%	10.60%	12.57%
Less: Intangibility equity ratio	(1.28%)	(1.52%)	(1.38%)	(1.30%)	(2.08%)	(2.04%)
Tangible common equity ratio	8.94%	9.30%	8.62%	8.43%	8.52%	10.53%
Basic shares outstanding	16,656,279	17,224,977	17,068,641	17,069,216	21,384,783
Book value per share	$10.52	$10.96	$11.26	$11.59	$12.27
Less: Intangible book value per share	(1.44)	(1.70)	(1.70)	(1.69)	(2.63)
Tangible book value per share	$9.08	$9.26	$9.56	$9.90	$9.64

* Pro forma with Independence Bank

23

Non-GAAP Financial Measures

For the periods presented below, adjusted net income and average tangible common equity are non-GAAP financial measures derived from GAAP-based amounts.  We calculate return
on average tangible common equity by adjusting net income for the effect of CDI amortization and exclude the average CDI and average goodwill from the average stockholders'
equity during the period.  We believe that this is consistent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of risk-based capital
ratios. Accordingly, we believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding our capital position and
ratios.   However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different
calculations for these adjusted measures, this presentation may not be comparable to other similarly titled adjusted measures reported by other companies. A reconciliation of the non-
GAAP measure of return on average tangible common equity to the GAAP measure of return on common stockholders’ equity is set forth below.

Note:All dollars in thousands

	December 31,	March 31,	June 30,	September 30,	December 31,
	2013	2014	2014	2014	2014
Net income	$4,204	$2,632	$4,643	$5,450	$3,891
Plus: Tax effected CDI amortization	159	159	157	156	145
Adjusted net income	$4,363	$2,791	$4,800	$5,606	$4,036
Average stockholders' equity	$173,455	$182,313	$189,673	$193,844	$197,620
Less: Average core deposit intangible	6,755	6,501	6,248	5,994	5,741
Less: Average goodwill	17,428	21,109	22,950	22,950	22,950
Average tangible common equity	$149,272	$154,703	$160,475	$164,900	$168,929
Return on average common equity	9.69%	5.77%	9.79%	11.25%	7.88%
Plus: Intangible return on average tangible common equity	2.00%	1.45%	2.17%	2.35%	1.68%
Return on average tangible common equity	11.69%	7.22%	11.96%	13.60%	9.56%

24

Non-GAAP Financial Measures

For periods presented below, adjusted net income and adjusted diluted earnings per share are non-GAAP financial measures derived from GAAP-based amounts.We calculate these
figures by excluding merger related and litigation expenses in the period results.Management believes that the exclusion of such items from these financial measures provides useful
information to an understanding of the operating results of our core business.However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis
based on GAAP measures. As other companies may use different calculations for these adjusted measures, this presentation may not be comparable to other similarly titled adjusted
measures reported by other companies.

Note:All dollars in thousands

	Three Months Ended
	December 31,
	2014
Net income	$3,891
Plus merger related and litigation expenses, net of tax	1,516
Adjusted net income	$5,407
Diluted earnings per share	$0.23
Plus merger related and litigation expenses, net of tax	0.08
Adjusted diluted earnings per share	$0.31
Return on average assets	0.78%
Plus merger related and litigation expenses, net of tax	0.31%
Return on average tangible common equity	1.09%