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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended March 31, 2003

OR

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

For the Transition Period from          to

Commission File Number 0-26960

ITLA CAPITAL CORPORATION




(Exact Name of Registrant as Specified in its Charter)


|                                              |  |                                  
|--------------------------------------------- |  | ---------------------------------
|Delaware                                      |  | 95-4596322                       
|                                              |  |                                  
|(State or Other Jurisdiction of Incorporation |  | (IRS Employer Identification No.)
|or Organization)                              |  |                                  

|                                                  |  |            |  | 
|------------------------------------------------- |  | ---------- |  | 
|888 Prospect St., Suite 110, La Jolla, California |  | 92037     
|                                                  |  |           
|(Address of Principal Executive Offices)          |  | (Zip Code)

(858) 551-0511




(Registrants Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 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 [   ].

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [   ].

Number
of shares of common stock of the registrant: 6,060,927 outstanding
as of May 9, 2003.

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TABLE OF CONTENTS



|                              |                                                                                               |                                                          |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------- |  |  |  |  |  | 
|PART 1- FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | CONSOLIDATED BALANCE SHEETS                             
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME                       
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS                   
|                              |                                                                                               | NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                              |                                                                                               | RESULTS OF OPERATIONS                                   
|                              | ITEM 3. MARKET RISK                                                                          
|                              | ITEM 4. CONTROLS AND PROCEDURES                                                              
|Part II  OTHER INFORMATION  
|                              | Item 1 Legal Proceedings                                                                     
|                              | Item 2 Changes in Securities                                                                 
|                              | Item 3 Defaults Upon Senior Securities                                                       
|                              | Item 4 Submission of Matters to a Vote of Security Holders                                   
|                              | Item 5 Other Information                                                                     
|                              | Item 6 Exhibits and Reports on Form 8-K                                                      
|SIGNATURES                   
|CERTIFICATIONS               
|EXHIBIT 99                   



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ITLA CAPITAL CORPORATION FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2003
TABLE OF CONTENTS

|                               |                      |                                                                                                |  |  |    |      |  | 
|------------------------------ | -------------------- | ---------------------------------------------------------------------------------------------- |  |  | -- | ---- |  | 
|                               |                      |                                                                                                |  |  |    | Page
|                               |                      |                                                                                                |  |  |    |     
|PART I  FINANCIAL INFORMATION |                      |                                                                                                |  | 
|Item 1.                        | Financial Statements |                                                                                                |  | 
|                               |                      | Consolidated
Balance Sheets  March 31, 2003 (Unaudited) and December 31, 2002                 |  |  | 3  |     
|                               |                      | Consolidated
Statements of Income - Three months Ended March 31, 2003 and 2002
(Unaudited)     |  |  | 4  |     
|                               |                      | Consolidated
Statements of Cash Flows  Three Months Ended March 31, 2003 and
2002 (Unaudited) |  |  | 5  |     
|                               |                      | Notes to Unaudited Consolidated Financial Statements                                           |  |  | 6  |     
|Item 2.                        |                      | Managements Discussion and Analysis of Financial Condition and Results of Operations          |  |  | 10 |     
|Item 3.                        |                      | Quantitative
and Qualitative Disclosures About Market Risk                                     |  |  | 19 |     
|Item 4.                        |                      | Controls and Procedures                                                                        |  |  | 19 |     
|PART II  OTHER INFORMATION    |                      |                                                                                                |  | 
|Item 1.                        |                      | Legal Proceedings                                                                              |  |  | 20 |     
|Item 2.                        |                      | Changes in Securities                                                                          |  |  | 20 |     
|Item 3.                        |                      | Defaults Upon Senior Securities                                                                |  |  | 20 |     
|Item 4.                        |                      | Submission of Matters to a Vote of Security Holders                                            |  |  | 20 |     
|Item 5.                        |                      | Other Information                                                                              |  |  | 20 |     
|Item 6.                        |                      | Exhibits and Reports on Form 8-K                                                               |  |  | 20 |     
|                               |                      | Signatures                                                                                     |  |  | 21 |     
|                               |                      | Cerifications                                                                                  |  |  | 22 |     

Forward Looking Statements

Safe Harbor statement under the Private Securities Litigation Reform Act
of 1995: This Form 10-Q contains forward-looking statements that are subject to
risks and uncertainties, including, but not limited to, changes in economic
conditions in our market areas, changes in policies by regulatory agencies, the
impact of competitive loan products, loan demand risks, the quality or
composition of our loan or investment portfolios, fluctuations in interest
rates and changes in the relative differences between short and long term
interest rates, levels of nonperforming assets and operating results, the
impact of terrorist actions and other risks detailed from time to time in our
filings with the Securities and Exchange Commission. We caution readers not to
place undue reliance on forward-looking statements. We do not undertake and
specifically disclaim any obligation to revise any forward-looking statements
to reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements. These risks could cause our
actual results for 2003 and beyond to differ materially from those expressed in
any forward-looking statements by, or on behalf of, us.

As used throughout this report, the terms we, our, ITLA Capital or the
Company refer to ITLA Capital Corporation and its consolidated subsidiaries.

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PART 1- FINANCIAL INFORMATION







ITLA CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         |                                     |           |              |         |   |           | 
|------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | --------- | ------------------------------------------ | ------- | ----------------------------------- | --------- | ------------ | ------- | - | --------- | 
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         | March 31,                           |           |              |         |  
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         | 2003                                |           | December 31,
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         | (unaudited)                         |           | 2002        
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         | (in thousands except share amounts)
|Assets                                                                                                             |                                                                                                                                               |                            |           |                                            |         |                                     |          
|Cash and cash equivalents                                                                                          |                                                                                                                                               | $                          | 92,402    |                                            |         | $                                   | 160,848   |             
|Investment securities available for sale, at fair value                                                            |                                                                                                                                               |                            | 59,439    |                                            |         |                                     | 54,677    |             
|Stock in Federal Home Loan Bank                                                                                    |                                                                                                                                               |                            | 17,156    |                                            |         |                                     | 16,934    |             
|Loans, net (net of allowance for loan losses of $30,550 and
$31,081 in 2003 and 2002, respectively)                |                                                                                                                                               |                            | 1,264,692 |                                            |         |                                     | 1,316,298 |             
|Real estate loans held in trust (net of allowance for loan
losses of $1,928 in 2003 and 2002, respectively)        |                                                                                                                                               |                            | 114,781   |                                            |         |                                     | 121,936   |             
|Loans held for sale                                                                                                |                                                                                                                                               |                            | 4,723     |                                            |         |                                     |          |             
|Interest receivable                                                                                                |                                                                                                                                               |                            | 9,153     |                                            |         |                                     | 9,158     |             
|Other real estate owned, net                                                                                       |                                                                                                                                               |                            | 10,862    |                                            |         |                                     | 12,593    |             
|Premises and equipment, net                                                                                        |                                                                                                                                               |                            | 4,549     |                                            |         |                                     | 4,197     |             
|Deferred income taxes                                                                                              |                                                                                                                                               |                            | 13,898    |                                            |         |                                     | 13,822    |             
|Goodwill                                                                                                           |                                                                                                                                               |                            | 3,118     |                                            |         |                                     | 3,118     |             
|Other assets                                                                                                       |                                                                                                                                               |                            | 17,950    |                                            |         |                                     | 8,384     |             
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|                                                                                                                   |                                                                                                                                               |                            |           | Total assets                               |         | $                                   | 1,612,723 |              |         | $ | 1,721,965 | 
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|Liabilities and Shareholders Equity                                                                               |                                                                                                                                               |                            |           |                                            |         |                                     |          
|Liabilities:                                                                                                       |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|                                                                                                                   | Deposit accounts                                                                                                                              |                            | $         | 1,069,514                                  |         |                                     | $         | 1,065,911    |        
|                                                                                                                   | Federal Home Loan Bank advances                                                                                                               |                            |           | 165,985                                    |         |                                     |           | 338,685      |        
|                                                                                                                   | Collateralized mortgage obligations                                                                                                           |                            |           | 61,841                                     |         |                                     |           | 69,077       |        
|                                                                                                                   | Accounts payable and other liabilities                                                                                                        |                            |           | 64,017                                     |         |                                     |           | 10,006       |        
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|                                                                                                                   |                                                                                                                                               |                            |           | Total liabilities                          |         |                                     | 1,361,357 |              |         |   | 1,483,679 | 
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|Commitments and contingencies                                                                                      |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|Guaranteed preferred beneficial interests in the Companys
junior subordinated deferrable interest debentures, net |                                                                                                                                               |                            | 81,662    |                                            |         |                                     | 81,595    |             
|Shareholders equity:                                                                                              |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|                                                                                                                   | Preferred stock, 5,000,000 shares authorized, none issued                                                                                     |                            |           |                                           |         |                                     |           |             |        
|                                                                                                                   | Contributed capital-common stock, $.01 par value;
20,000,000 shares authorized, 8,226,747 and 8,226,414
issued in 2003 and 2002, respectively |                            |           | 58,953                                     |         |                                     |           | 58,841       |        
|                                                                                                                   | Retained earnings                                                                                                                             |                            |           | 148,794                                    |         |                                     |           | 135,773      |        
|                                                                                                                   | Accumulated other comprehensive income                                                                                                        |                            |           | 315                                        |         |                                     |           | 435          |        
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|                                                                                                                   |                                                                                                                                               |                            | 208,062   |                                            |         |                                     | 195,049   |             
|                                                                                                                   | Less treasury stock, at cost 2,447,656 shares in 2003 and
2002, respectively                                                                  |                            |           | (38,358                                    | )       |                                     |           | (38,358      | )      
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|                                                                                                                   |                                                                                                                                               | Total shareholders equity |           |                                            | 169,704 |                                     |           |              | 156,691 |  
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         |                                     |           |             
|                                                                                                                   |                                                                                                                                               |                            |           | Total liabilities and shareholders equity |         | $                                   | 1,612,723 |              |         | $ | 1,721,965 | 
|                                                                                                                   |                                                                                                                                               |                            |           |                                            |         |                                     |           |             

See accompanying notes to the unaudited consolidated financial statements.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |        |        |        | 
|-------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------------ | ---------------------------------------------------- | ------ | --------------------------------------- | ------ | ----- | ------ | ------ | ------ | 
|                                                                                       |                                                 |                                      |                                                      |        | For the Three Months Ended             
|                                                                                       |                                                 |                                      |                                                      |        | March 31,                              
|                                                                                       |                                                 |                                      |                                                      |        |                                        
|                                                                                       |                                                 |                                      |                                                      |        | (in thousands except per share amounts)
|                                                                                       |                                                 |                                      |                                                      |        | 2003                                    |        | 2002 
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |      
|Interest income:                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       | Loans, including fees                           |                                      | $                                                    | 28,614 |                                         |        | $     | 23,516 |       
|                                                                                       | Real estate loans held in trust                 |                                      |                                                      | 2,173  |                                         |        |       | 2,840  |       
|                                                                                       | Cash and investment securities                  |                                      |                                                      | 2,737  |                                         |        |       | 679    |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       |                                                 | Total interest income                |                                                      |        | 33,524                                  |        |       |        | 27,035 |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|Interest expense:                                                                      |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       | Deposit accounts                                |                                      |                                                      | 6,848  |                                         |        |       | 8,293  |       
|                                                                                       | Federal Home Loan Bank advances                 |                                      |                                                      | 1,195  |                                         |        |       | 1,538  |       
|                                                                                       | Collateralized mortgage obligations             |                                      |                                                      | 390    |                                         |        |       | 658    |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       |                                                 | Total interest expense               |                                                      |        | 8,433                                   |        |       |        | 10,489 |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       |                                                 |                                      | Net interest income before provision
for loan losses |        |                                         | 25,091 |       |        |        | 16,546 | 
|Provision for loan losses                                                              |                                                 |                                      | 4,500                                                |        |                                         |        | 1,325 |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       |                                                 |                                      | Net interest income after provision
for loan losses  |        |                                         | 20,591 |       |        |        | 15,221 | 
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|Non-interest income:                                                                   |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       | Premium
on sale of RAL loans, net               |                                      |                                                      | 8,718  |                                         |        |       |       |       
|                                                                                       | Late and collection fees                        |                                      |                                                      | 67     |                                         |        |       | 72     |       
|                                                                                       | Other                                           |                                      |                                                      | 3,751  |                                         |        |       | 53     |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       |                                                 | Total non-interest income            |                                                      |        | 12,536                                  |        |       |        | 125    |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|Non-interest expense:                                                                  |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       | Compensation and benefits                       |                                      |                                                      | 5,352  |                                         |        |       | 3,319  |       
|                                                                                       | Occupancy and equipment                         |                                      |                                                      | 1,076  |                                         |        |       | 717    |       
|                                                                                       | FDIC assessment                                 |                                      |                                                      | 37     |                                         |        |       | 42     |       
|                                                                                       | Other                                           |                                      |                                                      | 3,652  |                                         |        |       | 2,240  |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       |                                                 | Total general and administrative     |                                                      |        | 10,117                                  |        |       |        | 6,318  |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       | Real estate owned expense, net                  |                                      |                                                      | 142    |                                         |        |       | 86     |       
|                                                                                       | Provision for losses on other real estate owned |                                      |                                                      | 330    |                                         |        |       | 513    |       
|                                                                                       | Gain on sale of other real estate owned, net    |                                      |                                                      | (329   | )                                       |        |       | (132   | )     
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       |                                                 | Total real estate owned expense, net |                                                      |        | 143                                     |        |       |        | 467    |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       |                                                 |                                      | Total non-interest expense                           |        |                                         | 10,260 |       |        |        | 6,785  | 
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|Income before provision for income taxes and
minority interest in income of subsidiary |                                                 |                                      | 22,867                                               |        |                                         |        | 8,561 |       
|Minority interest in income of subsidiary                                              |                                                 |                                      | 1,520                                                |        |                                         |        | 799   |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|Income before provision for income taxes                                               |                                                 |                                      | 21,347                                               |        |                                         |        | 7,762 |       
|Provision for income taxes                                                             |                                                 |                                      | 8,326                                                |        |                                         |        | 3,043 |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       | NET INCOME                                      |                                      | $                                                    | 13,021 |                                         |        | $     | 4,719  |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       | BASIC EARNINGS PER SHARE                        |                                      | $                                                    | 2.17   |                                         |        | $     | 0.79   |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       
|                                                                                       | DILUTED EARNINGS PER SHARE                      |                                      | $                                                    | 2.02   |                                         |        | $     | 0.74   |       
|                                                                                       |                                                 |                                      |                                                      |        |                                         |        |       |       

See accompanying notes to the unaudited consolidated financial statements.

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ITLA CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |       |         |          |         |  
|------------------------------------- | --------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------- | ----------------------------------------- | ------------------------------------------------ | ----------- | -------------------------- | ------- | ----- | ------- | -------- | ------- | -
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             | For the Three Months Ended
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             | March 31,                 
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                           
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             | 2003                       |         | 2002 
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             | (in thousands)            
|Cash Flows From Operating Activities: |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      | Net Income                                                                        |                                                                                        | $                                         | 13,021                                           |             |                            | $       | 4,719 |        
|                                      | Adjustments to reconcile net income to net cash provided by operating activities: |                                                                                        |                                           |                                                  |             |                            |         |       |        
|                                      |                                                                                   | Depreciation and amortization of premises and equipment                                |                                           |                                                  | 388         |                            |         |       | 220     |         
|                                      |                                                                                   | Amortization of premium on purchased loans                                             |                                           |                                                  | 505         |                            |         |       | 53      |         
|                                      |                                                                                   | Amortization of original issue discount and deferred debt issuance cost on CMOs        |                                           |                                                  | 80          |                            |         |       | 52      |         
|                                      |                                                                                   | Accretion of deferred loan origination fees, net of costs                              |                                           |                                                  | (839        | )                          |         |       | (283    | )       
|                                      |                                                                                   | Impairment
of investments available for sale                                           |                                           |                                                  | 250         |                            |         |       |        |         
|                                      |                                                                                   | Provision for loan losses                                                              |                                           |                                                  | 4,500       |                            |         |       | 1,325   |         
|                                      |                                                                                   | Provision for losses on other real estate owned                                        |                                           |                                                  | 330         |                            |         |       | 513     |         
|                                      |                                                                                   | Premium
on sale of RAL loans, net                                                      |                                           |                                                  | (8,718      | )                          |         |       |        |         
|                                      |                                                                                   | Gain on sale of real estate loans, net                                                 |                                           |                                                  |            |                            |         |       | (32     | )       
|                                      |                                                                                   | Gain on sales of other real estate owned                                               |                                           |                                                  | (329        | )                          |         |       | (132    | )       
|                                      |                                                                                   | Decrease in interest receivable                                                        |                                           |                                                  | 5           |                            |         |       | 1,812   |         
|                                      |                                                                                   | (Increase) decrease in other assets                                                    |                                           |                                                  | (9,566      | )                          |         |       | 1,233   |         
|                                      |                                                                                   | Decrease in accounts payable and other liabilities                                     |                                           |                                                  | 54,011      |                            |         |       | (2,598  | )       
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      |                                                                                   |                                                                                        | Net cash provided by operating activities |                                                  |             | 53,638                     |         |       |         | 6,882    |        
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|Cash Flows From Investing Activities: |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      |                                                                                   | Proceeds from securitization and sale of real estate loans                             |                                           |                                                  |            |                            |         |       | 98,155  |         
|                                      |                                                                                   | Decrease in loans, net                                                                 |                                           |                                                  | 50,740      |                            |         |       | 27,635  |         
|                                      |                                                                                   | Origination
of RAL loans, net                                                          |                                           |                                                  | (11,580,324 | )                          |         |       |        |         
|                                      |                                                                                   | Proceeds
from the sale of participation in RAL loans, net                              |                                           |                                                  | 11,584,877  |                            |         |       |        |         
|                                      |                                                                                   | Increase in loans held for sale                                                        |                                           |                                                  | (4,723      | )                          |         |       |        |         
|                                      |                                                                                   | Net cash paid to acquire Asahi Bank of California                                      |                                           |                                                  |            |                            |         |       | (14,758 | )       
|                                      |                                                                                   | Repayment of real estate loans held in trust                                           |                                           |                                                  | 6,922       |                            |         |       | 10,017  |         
|                                      |                                                                                   | Purchase
of loans, net                                                                 |                                           |                                                  | (1,914      | )                          |         |       | (9,791  | )       
|                                      |                                                                                   | Purchases of investment securities available for sale                                  |                                           |                                                  | (18,149     | )                          |         |       | (14,092 | )       
|                                      |                                                                                   | Proceeds from the maturity of investment securities available for sale                 |                                           |                                                  | 12,941      |                            |         |       | 7,000   |         
|                                      |                                                                                   | Increase in stock in Federal Home Loan Bank                                            |                                           |                                                  | (222        | )                          |         |       |        |         
|                                      |                                                                                   | Proceeds from the sale of other real estate owned                                      |                                           |                                                  | 4,742       |                            |         |       | 738     |         
|                                      |                                                                                   | Other, net                                                                             |                                           |                                                  | (569        | )                          |         |       | (784    | )       
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      |                                                                                   |                                                                                        | Net cash provided by investing activities |                                                  |             | 54,321                     |         |       |         | 104,120  |        
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|Cash Flows From Financing Activities: |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      |                                                                                   | Increase (decrease) in deposit accounts                                                |                                           |                                                  | 3,603       |                            |         |       | (60,404 | )       
|                                      |                                                                                   | Net proceeds from (repayment of borrowings) borrowings from
the Federal Home Loan Bank |                                           |                                                  | (172,700    | )                          |         |       | (41,100 | )       
|                                      |                                                                                   | Repayment of Asahi repurchase agreement, net                                           |                                           |                                                  |            |                            |         |       | (14,724 | )       
|                                      |                                                                                   | Principal payments on collateralized mortgage obligations                              |                                           |                                                  | (7,316      | )                          |         |       | (10,859 | )       
|                                      |                                                                                   | Cash paid to acquire treasury stock                                                    |                                           |                                                  |            |                            |         |       | (1,399  | )       
|                                      |                                                                                   | Proceeds from exercise of employee stock options                                       |                                           |                                                  | 8           |                            |         |       | 105     |         
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      |                                                                                   |                                                                                        | Net cash used in financing activities     |                                                  |             | (176,405                   | )       |       |         | (128,381 | )      
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      |                                                                                   |                                                                                        |                                           | Net decrease in cash and cash equivalents        |             |                            | (68,446 | )     |         |          | (17,379 | )
|                                      |                                                                                   |                                                                                        |                                           | Cash and cash equivalents at beginning of period |             |                            | 160,848 |       |         |          | 134,241 |  
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      |                                                                                   |                                                                                        |                                           | Cash and cash equivalents at ending of period    |             | $                          | 92,402  |       |         | $        | 116,862 |  
|                                      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|Supplemental Cash Flow Information:   |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      |                                                                                   | Cash paid during the period for interest                                               |                                           | $                                                | 8,028       |                            |         | $     | 10,866  |         
|                                      |                                                                                   | Cash paid during the period for income taxes                                           |                                           | $                                                | 5,010       |                            |         | $     | 1,700   |         
|Non-cash Investing Transactions:      |                                                                                   |                                                                                        |                                           |                                                  |             |                            |         |      
|                                      |                                                                                   | Loans transferred to other real estate owned                                           |                                           | $                                                | 3,012       |                            |         | $     | 548     |         

See accompanying notes to the unaudited consolidated financial statements.

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ITLA CAPIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The unaudited consolidated financial statements of ITLA Capital
Corporation (the Company) included herein reflect all normal recurring
adjustments which are, in the opinion of management, necessary to present
fairly the results of operations and financial position of the Company, as of
and for the interim period indicated. The unaudited consolidated financial
statements include the accounts of ITLA Capital and its wholly-owned
subsidiaries, Imperial Capital Bank (the Bank), Imperial Capital Real Estate
Investment Trust (Imperial Capital REIT), ITLA Capital Statutory Trust I
(Trust I), ITLA Capital Statutory Trust II (Trust II), ITLA Capital
Statutory Trust III (Trust III), ITLA Capital Statutory Trust IV (Trust
IV), and ITLA Capital Statutory Trust V (Trust V). All intercompany
transactions and balances have been eliminated. Certain information and
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission. The results of operations for the three
months ended March 31, 2003 are not necessarily indicative of the results of
operations for the remainder of the year.

These unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in our annual report on Form 10-K for the year ended December 31,
2002.

NOTE 2 - EARNINGS PER SHARE

Basic Earnings Per Share (Basic EPS) is computed by dividing income
available to common shareholders by the weighted-average number of common
shares outstanding for the period. Diluted Earnings Per Share (Diluted EPS)
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock
or resulted in the issuance of common stock which shared in the Companys
earnings.

The following is a reconciliation of the calculation of Basic EPS and
Diluted EPS:

|                                 |  |                                       |        |             |  |           |       |     |  |   |       |  
|-------------------------------- |  | ------------------------------------- | ------ | ----------- |  | --------- | ----- | --- |  | - | ----- | -
|                                 |  | For the Three Months Ended March 31, 
|                                 |  |                                      
|                                 |  |                                       |        |             |  | Weighted- |       |     |  |  
|                                 |  |                                       |        |             |  | Average   |       | Per
|                                 |  | Net                                   |        | Shares      |  | Share    
|                                 |  | Income                                |        | Outstanding |  | Amount   
|                                 |  |                                       |        |             |  |          
|                                 |  | (in thousands, except per share data)
|2003                             |  |                                       |        |             |  |           |       |     |  |   |       |  
|Basic EPS                        |  | $                                     | 13,021 |             |  |           | 6,011 |     |  | $ | 2.17  |  
|Effect of dilutive
stock options |  |                                       |       |             |  |           | 437   |     |  |   | (0.15 | )
|                                 |  |                                       |        |             |  |           |       |     |  |   |       |  
|Diluted EPS                      |  | $                                     | 13,021 |             |  |           | 6,448 |     |  | $ | 2.02  |  
|                                 |  |                                       |        |             |  |           |       |     |  |   |       |  
|2002                             |  |                                       |        |             |  |           |       |     |  |   |       |  
|Basic EPS                        |  | $                                     | 4,719  |             |  |           | 6,007 |     |  | $ | 0.79  |  
|Effect of dilutive
stock options |  |                                       |       |             |  |           | 331   |     |  |   | (0.05 | )
|                                 |  |                                       |        |             |  |           |       |     |  |   |       |  
|Diluted EPS                      |  | $                                     | 4,719  |             |  |           | 6,338 |     |  | $ | 0.74  |  
|                                 |  |                                       |        |             |  |           |       |     |  |   |       |  

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NOTE 3 - COMPREHENSIVE INCOME

Comprehensive income, which encompasses net income and the net change in
unrealized gains (losses) on investment securities available for sale, is
presented below:

|                                 |                                                                                                                                                                                    |   |                    |      |      |   |       |     | 
|-------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | ---- | ---- | - | ----- | --- | 
|                                 |                                                                                                                                                                                    |   | Three Months Ended
|                                 |                                                                                                                                                                                    |   | March 31,         
|                                 |                                                                                                                                                                                    |   |                   
|                                 |                                                                                                                                                                                    |   | 2003               |      | 2002
|                                 |                                                                                                                                                                                    |   |                    |      |     
|                                 |                                                                                                                                                                                    |   | (in thousands)    
|Net income                       |                                                                                                                                                                                    | $ | 13,021             |      |      | $ | 4,719 |    
|Other comprehensive (loss) gain: |                                                                                                                                                                                    |   |                    |      |      |   |       |    
|                                 | Unrealized (loss) gain on
investment securities available
for sale, net of tax (benefit) expense of ($76) and $87 for the
three months ended March 31, 2003
and 2002, respectively |   |                    | (120 | )    |   |       | 131 | 
|                                 |                                                                                                                                                                                    |   |                    |      |      |   |       |    
|Comprehensive income             |                                                                                                                                                                                    | $ | 12,901             |      |      | $ | 4,850 |    
|                                 |                                                                                                                                                                                    |   |                    |      |      |   |       |    

NOTE 4 - IMPAIRED LOANS RECEIVABLE

As of March 31, 2003 and December 31, 2002, the recorded investment in
impaired loans and impaired real estate loans held in trust was $16.9 million
and $16.0 million, respectively. The average recorded investment in impaired
loans was $17.1 million for the three months ended March 31, 2003 and $15.0
million for the same period last year. Interest income recognized on impaired
loans totaled $141,000 for the three months ended March 31, 2003 as compared to
$44,000 for the same period last year.

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NOTE 5  RESIDUAL INTEREST IN
SECURITIZATION

During the first quarter of 2002, the Company formed a limited liability
company to issue $86.3 million of asset-backed notes in a securitization of
substantially all of its residential loan portfolio. The Company recognized a
gain of $3.7 million on the securitization of these loans, which is included in
other non-interest income within the consolidated statement of income.
Concurrent with recognizing such gain on sale, the Company recorded a residual
interest of $5.6 million, which represents the present value of future cash
flows (spread and fees) that are anticipated to be received over the life of
the loans. The residual interest is recorded on the consolidated balance sheet
in the Investment securities available for sale, at fair value. The value of
the residual interest is subject to substantial credit, prepayment, and
interest rate risk on the sold residential loans. In accordance with the
provisions of SFAS No. 115, Accounting for Certain Investments in Debt and
Equity Securities, the residual interest is classified as available-for-sale
and, as such, recorded at fair value with the resultant changes in fair value
recorded as unrealized gain or loss in a separate component of shareholders
equity in accumulated other comprehensive income or loss, until realized.
Fair value is determined on a monthly basis based on a discounted cash flow
analysis. These cash flows are projected over the lives of the receivables
using prepayment, default, and interest rate assumptions that we believe market
participants would use for similar financial instruments.

During the quarter ended March 31, 2003, the Company recognized an other
than temporary impairment of $250,000 in connection with its residual interest.
Impairments that are deemed to be other than temporary are charged to income,
as an other expense. In evaluating impairments as other than temporary the
Company considers credit risk, as well as the magnitude and trend of default
rates and prepayment speeds of the underlying residential loans.

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At March 31, 2003, key economic assumptions and the sensitivity of the current
fair value of the residual interest based on projected cash flows to immediate
adverse changes in those assumptions is as follows:

|                                         |  |                |       |  
|---------------------------------------- |  | -------------- | ----- | -
|                                         |  | March
31, 2003
|                                         |  |               
|Dollars in thousands, except percentages |  |                |       |  
|Fair value of retained interest          |  | $              | 5,368 |  
|Weighted average life (in years)         |  |                | 1.34  |  
|Weighted average annual prepayment speed |  |                | 35.0  | %
|Impact of 10% adverse change             |  | $              | (3    | )
|Impact of 25% adverse change             |  | $              | (8    | )
|Weighted average annual discount rate    |  |                | 15.0  | %
|Impact of 10% adverse change             |  | $              | (301  | )
|Impact of 25% adverse change             |  | $              | (716  | )
|Weighted average lifetime credit losses  |  |                | 3.3   | %
|Impact of 10% adverse change             |  | $              | (214  | )
|Impact of 25% adverse change             |  | $              | (535  | )

These sensitivities are hypothetical and should be used with caution. As
the figures indicate, changes in the fair value of the residual are based on a
variation in assumptions and generally cannot be extrapolated because the
relationship of the change in assumption to the change in fair value may not be
linear. Also, in the above table, the effect of a variation in a particular
assumption on the fair value of the residual interest is calculated without
changing any other assumption; in reality, changes in one factor may result in
changes in another (for example, increases in market interest rates may result
in lower prepayments but increased credit losses), which might magnify or
counteract the sensitivities, and depending on the severity of such changes,
the results of operations may be materially affected.

NOTE 6  ACCOUNTING FOR STOCK-BASED COMPENSATION

In
December 2002, the Financial Accounting Standards Board
(FASB) issued SFAS No. 148, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, SFAS No. 148 amends
the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The transition
guidance and annual disclosure provisions are effective for fiscal
years ending after December 15, 2002. The interim disclosure
provisions are effective for financial reports containing financial
statements for interim periods beginning after December 15, 2002. The
Company adopted the provisions of SFAS No. 148 effective in the first
quarter of 2003.

The Company has stock-based compensation plans. These plans are accounted
for under APB Opinion No. 25 Accounting for Stock Issued to Employees and,
accordingly, no compensation costs have been recognized in the accompanying
unaudited consolidated statements of income. The Company applies SFAS No. 123,
Accounting for Stock-Based Compensation (SFAS
123) for disclosure purposes only. SFAS
123 disclosures include pro forma net income and earnings per share as if the
fair value-based method of accounting had been used. If compensation had been
determined based on SFAS 123, the Companys pro forma net income would have
been $12.7 million and $4.6 million, basic earnings per share would have been
$2.11 and $0.76, and diluted earnings per share would have been $1.97 and $0.72
for the three-months ended March 31, 2003 and 2002, respectively.

The fair value of each option grant was estimated on the date of grant
using an option pricing model with the following weighted-average assumptions
for option grants:

|                         |  |                                  |            |             |  |  |            |  
|------------------------ |  | -------------------------------- | ---------- | ----------- |  |  | ---------- | -
|                         |  | Weighted-Average Assumptions for
|                         |  | Options Grants                  
|                         |  |                                 
|                         |  | 2003                             |            | 2002       
|                         |  |                                  |            |            
|Dividend Yield           |  |                                  | 0.00%      |             |  |  | 0.00%      |  
|Expected Volatility      |  |                                  | 31.36%     |             |  |  | 29.38%     |  
|Risk-Free Interest Rates |  |                                  | 4.62%-4.88 | %           |  |  | 4.79%-4.88 | %
|Expected Lives           |  | Seven Years                      |            | Seven Years

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ITEM 2.     MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis is intended to identify the major
factors that influenced the financial condition and results of operations for
the three months ended March 31, 2003.




RESULTS OF OPERATIONS

Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002

General

Consolidated net income was at $13.0 million and $4.7 million for the
three months ended March 31, 2003 and 2002, respectively. The increase in net
income was primarily due to increases in interest income and non-interest income,
partially offset by an increase in non-interest expense. Non-interest income
increased significantly as a result of the Banks refund anticipation loan
(RAL) program with Household International, Inc. (Household), as discussed
below. Diluted EPS was $2.02 for the three months ended March 31, 2003
compared to $0.74 for the same period last year, an increase of $1.28 per
diluted share.

The return on average assets was 1.81% for the three months ended March 31,
2003 compared to 1.37% for the same period last year. The return on average
shareholders equity was 31.72% for the three months ended March 31, 2003,
compared to 13.13% for the same period last year.

Total loan production was $101.7 million for the three months ended March
31, 2003, consisting of the origination of $84.5 million of commercial real
estate loans, $15.3 million of film finance loans, and $1.8 million of
franchise loans. Loan production during the same period last year totaled
$102.7 million, consisting of the origination and/or purchase of $102.7 million
of commercial real estate loans, including $36.8 million of loans from our
acquisition of Asahi Bank of California completed on January 31, 2002.

Substantially all RAL loans originated during the quarter were sold to
Household. At March 31, 2003, the Company held $4.1 million in RAL
participation interests and $4.7 million of RAL loans held for sale
that were subsequently sold on April 1, 2003. Because the RAL program relates to the
filing of income tax returns, transaction activity is concentrated during the
tax season. This results in the Company earning substantially all of its RAL
program income in the first quarter of the year. The Company expects that its
financial results for the remaining quarters of 2003 will not be significantly
impacted by the RAL program due to the seasonal nature of the business.

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Net Interest Income and Margin

The following table presents, for the three months ended March 31, 2003
and 2002, our condensed average balance sheet information, together with
interest income and yields earned on average interest-earning assets and
interest expense and rates paid on average interest-bearing liabilities.
Average balances are computed using daily average balances. Nonaccrual loans
are included in loans receivable.

|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |      |      |   | 
|---------------------------------------------------- | ------------------------------------------- | ---------------------- | --------- | --------- | ---------------------- | - | ------- | ------ | ------------------------------------ |  | ------- | ---- | ------- | - | --------- | --------- | ------- | - | ------ | ------ | ----- |  | ---- | ---- | ---- | - | 
|                                                     |                                             |                        |           |           |                        |   |         |        | For the Three Months Ended March 31, |  |         |      |         |   |           |           |        
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |        
|                                                     |                                             |                        |           |           | 2003                   |   | 2002   
|                                                     |                                             |                        |           |           |                        |   |        
|                                                     |                                             |                        |           |           | Average                |   | Income/ |        | Yield/                               |  | Average |      | Income/ |   | Yield/   
|                                                     |                                             |                        |           |           | Balance                |   | Expense |        | Rate                                 |  | Balance |      | Expense |   | Rate     
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |          
|                                                     |                                             |                        |           |           | (dollars in thousands)
|                                                     |                                             |                        | Assets    |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |      |      |   | 
|Cash and investments                                 |                                             | $                      | 1,387,054 |           |                        | $ | 2,737   |        |                                      |  | 0.80    | %    |         | $ | 75,066    |           |         | $ | 679    |        |       |  | 3.67 | %   
|Loans receivable:                                    |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|                                                     | Loans                                       |                        |           | 1,361,073 |                        |   |         | 28,614 |                                      |  |         | 8.53 | %       |   |           | 1,116,848 |         |   |        | 23,516 |       |  |      | 8.54 | %   
|                                                     | Real estate loans
held in trust             |                        |           | 121,008   |                        |   |         | 2,173  |                                      |  |         | 7.28 | %       |   |           | 158,073   |         |   |        | 2,840  |       |  |      | 7.29 | %   
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|Total loans receivable                               |                                             |                        | 1,482,081 |           |                        |   | 30,787  |        |                                      |  | 8.42    | %    |         |   | 1,274,921 |           |         |   | 26,356 |        |       |  | 8.38 | %   
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|Total interest-earning assets                        |                                             |                        | 2,869,135 |           |                        | $ | 33,524  |        |                                      |  | 4.74    | %    |         |   | 1,349,987 |           |         | $ | 27,035 |        |       |  | 8.12 | %   
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|Non-interest-earning assets                          |                                             |                        | 85,410    |           |                        |   |         |        |                                      |  |         |      |         |   | 78,129    |           |         |   |        |        |       |  |      |     
|Allowance for loan losses                            |                                             |                        | (34,139   | )         |                        |   |         |        |                                      |  |         |      |         |   | (28,558   | )         |         |   |        |        |       |  |      |     
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|                                                     | Total assets                                |                        | $         | 2,920,406 |                        |   |         |        |                                      |  |         |      |         |   | $         | 1,399,558 |         |   |        |        |       |  |      |      |     
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|Liabilities and
Shareholders Equity                 |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|Deposit accounts:                                    |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|                                                     | Money market and
passbook accounts          |                        | $         | 159,371   |                        |   | $       | 471    |                                      |  |         | 1.20 | %       |   | $         | 166,544   |         |   | $      | 946    |       |  |      | 2.30 | %   
|                                                     | Time certificates                           |                        |           | 870,801   |                        |   |         | 6,377  |                                      |  |         | 2.97 | %       |   |           | 776,633   |         |   |        | 7,347  |       |  |      | 3.84 | %   
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|                                                     |                                             | Total deposit accounts |           |           | 1,030,172              |   |         |        | 6,848                                |  |         |      | 2.70    | % |           |           | 943,177 |   |        |        | 8,293 |  |      |      | 3.57 | %
|FHLB advances                                        |                                             |                        | 166,625   |           |                        |   | 1,195   |        |                                      |  | 2.91    | %    |         |   | 178,773   |           |         |   | 1,538  |        |       |  | 3.49 | %   
|Collateralized mortgage
obligations                  |                                             |                        | 59,899    |           |                        |   | 390     |        |                                      |  | 2.58    | %    |         |   | 103,078   |           |         |   | 658    |        |       |  | 2.59 | %   
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|Total interest-bearing
liabilities                   |                                             |                        | 1,256,696 |           |                        | $ | 8,433   |        |                                      |  | 2.72    | %    |         |   | 1,225,028 |           |         | $ | 10,489 |        |       |  | 3.47 | %   
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|Non-interest-bearing
liabilities                     |                                             |                        | 1,415,616 |           |                        |   |         |        |                                      |  |         |      |         |   | 6,036     |           |         |   |        |        |       |  |      |     
|Trust preferred securities                           |                                             |                        | 81,625    |           |                        |   |         |        |                                      |  |         |      |         |   | 28,130    |           |         |   |        |        |       |  |      |     
|Shareholders equity                                 |                                             |                        | 166,469   |           |                        |   |         |        |                                      |  |         |      |         |   | 140,364   |           |         |   |        |        |       |  |      |     
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|                                                     | Total liabilities

and shareholders equity |                        | $         | 2,920,406 |                        |   |         |        |                                      |  |         |      |         |   | $         | 1,399,558 |         |   |        |        |       |  |      |      |     
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|Net interest spread                                  |                                             |                        |           |           |                        |   |         |        |                                      |  | 2.02    | %    |         |   |           |           |         |   |        |        |       |  | 4.65 | %   
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|Net interest income
before provision for
loan losses |                                             |                        |           |           |                        | $ | 25,091  |        |                                      |  |         |      |         |   |           |           |         | $ | 16,546 |        |       |  |      |     
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     
|Net interest margin                                  |                                             |                        |           |           |                        |   |         |        |                                      |  | 3.55    | %    |         |   |           |           |         |   |        |        |       |  | 4.97 | %   
|                                                     |                                             |                        |           |           |                        |   |         |        |                                      |  |         |      |         |   |           |           |         |   |        |        |       |  |      |     

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The following table sets forth a summary of the changes in interest income
and interest expense resulting from changes in average interest-earning asset
and interest-bearing liability balances and changes in average interest rates.
The change in interest due to both volume and rate has been allocated to change
due to volume and rate in proportion to the relationship of absolute dollar
amounts of each.

|                               |                                     |                                               |   |                             |        |        |   |       |       |  |   |        |        |  
|------------------------------ | ----------------------------------- | --------------------------------------------- | - | --------------------------- | ------ | ------ | - | ----- | ----- |  | - | ------ | ------ | -
|                               |                                     |                                               |   | For the Three Months Ended 
|                               |                                     |                                               |   | March 31, 2003 and 2002    
|                               |                                     |                                               |   | Increase (Decrease) Due to:
|                               |                                     |                                               |   |                            
|                               |                                     |                                               |   | Rate                        |        | Volume |   | Total
|                               |                                     |                                               |   |                             |        |        |   |      
|                               |                                     |                                               |   | (In thousands)             
|Interest and fees earned from: |                                     |                                               |   |                             |        |        |   |       |       |  |   |       
|                               | Loans receivable                    |                                               | $ | (1,573                      | )      |        | $ | 6,671 |       |  | $ | 5,098  |       
|                               | Real estate loans held in trust     |                                               |   | (4                          | )      |        |   | (663  | )     |  |   | (667   | )     
|                               | Cash and investment securities      |                                               |   | (531                        | )      |        |   | 2,589 |       |  |   | 2,058  |       
|                               |                                     |                                               |   |                             |        |        |   |       |       |  |   |       
|                               |                                     | Total increase (decrease) in interest income  |   |                             | (2,108 | )      |   |       | 8,597 |  |   |        | 6,489  |  
|                               |                                     |                                               |   |                             |        |        |   |       |       |  |   |       
|Interest paid on:              |                                     |                                               |   |                             |        |        |   |       |       |  |   |       
|                               | Deposit accounts                    |                                               |   | (2,024                      | )      |        |   | 579   |       |  |   | (1,445 | )     
|                               | FHLB advances                       |                                               |   | (256                        | )      |        |   | (87   | )     |  |   | (343   | )     
|                               | Collateralized mortgage obligations |                                               |   | 13                          |        |        |   | (281  | )     |  |   | (268   | )     
|                               |                                     |                                               |   |                             |        |        |   |       |       |  |   |       
|                               |                                     | Total increase (decrease) in interest
expense |   |                             | (2,267 | )      |   |       | 211   |  |   |        | (2,056 | )
|                               |                                     |                                               |   |                             |        |        |   |       |       |  |   |       
|                               |                                     | Increase in net interest income               |   | $                           | 159    |        |   | $     | 8,386 |  |   | $      | 8,545  |  
|                               |                                     |                                               |   |                             |        |        |   |       |       |  |   |       

Total interest income increased $6.5 million to $33.5 million in the first
quarter of 2003 compared to $27.0 million for the same period last year. The
net increase in interest income was primarily attributable to the improvement in the Banks net interest spread,
the additional interest income earned on increased liquidity maintained in connection
with the RAL program, partially offset by a decline in the net interest income
of the REIT.

The average balance of loans held by the Bank was $1.4 billion and $1.1
billion for the three months ended March 31, 2003 and 2002, respectively.
Loans secured by income producing properties and construction loans had an
average balance of $1.2 billion during the quarter ended March 31, 2003
compared to $1.1 billion during the same period last year. The average balance
of franchise loans was $56.7 million and $57.3 million during the quarter ended
March 31, 2003 and 2002, respectively. The average balance of film finance
loans was $115.0 million during the quarter ended March 31, 2003. The Company
acquired the Lewis Horwitz Organization (LHO) during the fourth quarter of 2002
to originate film finance loans.

The average balance of real estate loans held in trust was $121.0 million
for the three months ended March 31, 2003 as compared to $158.1 million for the
same period last year. This decrease was due to loan prepayments and principal
amortization.

The average balance of our cash and investments increased to $1.3 billion
in the first quarter of 2003 compared to $75.1 million during the same period
last year. The increase in our average cash and investments was attributable
to the increased liquidity maintained in connection with the RAL program. The
decline in the yield from 3.67% during the first quarter 2002 to 0.80% during
2003 was caused by lower yields earned on short-term and overnight investments
as a significant portion of the Companys excess liquidity was maintained in
overnight investments in connection with the RAL program.

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The average yield earned on loans remained virtually unchanged for the
quarter ended March 31, 2003 as compared to the same period last year.
Our commercial real estate loan portfolio is primarily comprised of adjustable
rate mortgages indexed to the six month LIBOR. Approximately 92.0% of our real
estate loan portfolio (including real estate loans held in trust) are
adjustable rate mortgages at March 31, 2003. These adjustable rate mortgages
generally reprice on a quarterly basis and approximately $1.1 billion or 87.4%
of our real estate loan portfolio contain interest rate floors, below which the
loans contractual interest rate may not adjust. At March 31, 2003, the
weighted average floor interest rate of these loans was 7.7%. At that date,
approximately $1.1 million or 98.2% of those loans were at the floor interest
rate, approximately $6.9 million or 0.6% were within 50 basis points of their
floor interest rate, and approximately $3.0 million or 0.3% were greater than
50 but less than 100 basis points from their floor interest rate. If market
interest rates decline, because most of our portfolio has reached the floor
interest rates, our loans may be susceptible to prepayment.

Total interest expense decreased by $2.1 million to $8.4 million in the
first quarter of 2003, compared to $10.5 million for the same period last year.
This decrease was primarily attributable to lower interest rates paid on all
interest bearing liabilities and lower average balances on our Collateralized
Mortgage Obligations (CMOs) and Federal Home Loan Bank (FHLB) advances.

Our cost of funds decreased to 2.72% during the three month period ended
March 31, 2003, compared to 3.47% for the same period last year. This decrease
in funding costs was due primarily to lower rates being paid on our deposit
accounts and CMOs as compared to the same period last year due to the general
decline in market interest rates. The average rate paid on deposit accounts
was 2.70% during the three months ended March 31, 2003 compared to 3.57% for
the same period last year. The average rate paid on the CMOs was 2.58% during
the three months ended March 31, 2003 compared to 2.59% for the same period
last year. The average balance of deposit accounts increased $87.0 million to
$1.0 billion for the three months ended March 31, 2003, compared to $943.2
million for the same period last year. The average balance of our CMOs was $59.9 million during the
first quarter of 2003, compared to $103.1 million for the same period last
year corresponding to the reduction in real estate loans held in trust. FHLB advances averaged $166.6 million in the current quarter, compared
to $178.8 million for the same period last year.

Net interest margin decreased to 3.55% for the three months ended March
31, 2003 as compared to 4.97% for the same period last year. This decrease was
primarily due to the significant increase in average assets during the quarter
and the 338 basis point decrease in the yield on total average interest-earning
assets as a result of the liquidity maintained in connection with the RAL
program, our overnight investments at relatively low yields increased
significantly.

Provision for Loan Losses

Management periodically assesses the adequacy of the allowance for loan
losses by reference to many factors which may be weighted differently at
various times depending on prevailing conditions. These factors include, among
other elements;



| |  |  | general portfolio trends relative to asset and portfolio size;            
| | - |  | --------------------------------------------------------------------------
|
| |  |  | asset categories;                                                         
|
| |  |  | credit and geographic concentrations;                                     
|
| |  |  | delinquency trends and nonaccrual loan levels;                            
|
| |  |  | historical loss experience; and                                           
|
| |  |  | risks associated with changes in economic, social and business conditions.

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Accordingly, the calculation of the adequacy of the allowance for loan
losses is not based solely on the level of nonperforming assets. Management
believes that the allowance for loan losses as of
March 31, 2003 was adequate to absorb the known and inherent risks of loss
in the loan portfolio at that date. While management believes the estimates
and assumptions used in its determination of the adequacy of the allowance are
reasonable, there can be no assurance that such estimates and assumptions will
not be proven incorrect in the future, or that the actual amount of future
provisions will not exceed the amount of past provisions or that any increased
provisions that may be required will not adversely impact our financial
condition and results of operations. In addition, the determination of the
amount of the Banks allowance for loan losses is subject to review by the
Banks regulators, as part of the routine examination process, which may result
in the establishment of additional reserves based upon their judgment of
information available to them at the time of their examination.

The consolidated provision for loan losses totaled $4.5 million for the
first quarter of 2003, compared to $1.3 million for the same period last year.
The current period provision for loan losses was recorded to provide for
reserves based on an analysis of the factors referred to above and the
valuation of certain nonperforming loans and other loans of concern. The
allowance for loan losses was 2.3% of total loans and real estate loans held in
trust at March 31, 2003 as compared to 2.1% at December 31, 2002. During the
quarters ended March 31, 2003 and 2002, the Company had net loan charge-offs of
$5.0 million and $1.0 million, respectively. The charge-offs during the
current quarter primarily relate to one commercial real estate loan. See also
 Financial Condition  Credit Risk.

Non-interest Income

Non-interest income increased to $12.5 million for the three months ended
March 31, 2003, compared to $125,000 for the same period last year. The
increase was primarily related to income earned in connection with the RAL
program, consisting of $8.7 million of net premiums earned on the sale of RAL
loans and $3.6 million of processing and administrative fees.

Non-interest Expense

Non-interest expense totaled $10.3 million for the three months ended
March 31, 2003, compared to $6.8 million for the same period last year. The
increase was attributable to an increase in compensation and benefits expense,
which totaled $5.4 million during the three months ended March 31, 2003,
compared to $3.3 million for the same period last year. The increase in
compensation and benefits expense was primarily due to the acquisition of the
Lewis Horwitz Organization, additions relating to the Banks franchise lending
origination staff, and the development of Imperial Capital Express, the Banks
small balance commercial real estate lending platform. Non-interest expense
also increased due to infrastructure costs incurred in connection with the
Banks charter conversion.

For the three months ended March 31, 2003, our ratio of consolidated
general and administrative expense to average assets, on an annualized basis,
decreased to 1.39% compared to 1.81% for the same period last year as a result
of the increase in average assets due to increased liquidity maintained in connection with the RAL program. Our
efficiency ratio (excluding real estate owned expense), which is defined as
general and administrative expenses as a percentage of net interest income and
non-interest income declined to 26.7% for the quarter ended March 31, 2003,
compared to 37.9% for the same period last year primarily as a result of the increased
income earned in connection with the RAL program.

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Minority Interest in Income of Subsidiary

Minority interest in income of subsidiary, consisting of accrued
distributions payable on our Trust Preferred securities, was
$1.5 million during
the three month period ended March 31, 2003 as compared to $799,000 for the
same period last year. On a period-to-period comparison, the increase was
primarily due to the issuance of the $55.0 million of additional Trust Preferred securities during the fourth quarter of
fiscal year 2002.

FINANCIAL CONDITION

Total assets decreased $109.2 million to $1.6 billion at March 31, 2003 as
compared to $1.7 billion at December 31, 2002. At March 31, 2003, loans, net
totaled $1.3 billion, including approximately $1.1 million of commercial real
estate loans, $56.8 million of franchise loans and $115.3 million of film
finance loans. During the three months ended March 31, 2003, the Banks loan
portfolio decreased $51.6 million due to prepayments experienced during the
quarter. Real estate loans held in trust decreased by $7.2 million during the
current three month period. Additionally, cash and cash equivalents decreased
$68.4 million, primarily the result of reducing excess liquidity that was
retained to fund anticipated loan production at December 31, 2002. Total
deposit accounts, which are concentrated in time certificates, remained stable
at $1.1 billion at March 31, 2003 and December 31, 2002. FHLB advances
decreased $172.7 million to $166.0 million at March 31, 2003, compared to
$338.7 million at December 31, 2002. Management believes that a significant
portion of deposits will remain with us upon maturity based on our historical
experience regarding retention of deposits. CMOs decreased $7.2 million to
$61.8 million at March 31, 2003 compared to $69.1 million at December 31, 2002.
Accounts payable and other liabilities increased $54.0 million primarily as a
result of outstanding checks and other liabilities related to the RAL
program.

Residual Interest

In the first quarter of 2002, the Company formed a limited liability
company to issue the $86.3 million of asset-backed notes in a securitization of
substantially all of its residential loan portfolio. These notes were rated
AAA by Standard & Poors, Aaa by Moodys, and are insured by Financial Security
Assurance. In the securitization, residential loans were sold to the limited
liability company for a cash purchase price and an interest in the loans
securitized in the form of the excess spread. The cash purchase price was
raised through an offering of the asset-backed notes issued by the limited
liability company. Noteholders are entitled to receive the principal
collected on the loans and the stated interest rate on the notes. We are
entitled to receive the excess spread. The excess spread generally represents,
over the estimated life of the loans, the excess of the weighted average coupon
on the loans sold over the sum of the note interest rate less other expenses
including a trustee fee and an insurance fee. Valuation of the excess spread
includes an estimate of annual future credit losses related to the loans
securitized. These reported cash flows are discounted when computing the value
of the residual interest.

We recognized a gain on the sale of these loans, although cash
(representing the excess spread and servicing fees) is received by us over the
lives of the loans. Concurrent with recognizing such gain on sale, we recorded
the excess spread as a residual interest of $5.6 million which is indicated on
our consolidated balance sheets as  Investment securities available for sale,
at fair value section. The value of the residual interest is subject to
substantial credit, prepayment and interest rate risk on the sold residential
loans.

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In accordance with the provisions of Statement of Financial Accounting
Standards No. 115, Accounting for Certain Investments in Debt and Equity
Securities, we classified our residual interest as available-for-sale asset
and, as such, they are recorded at fair value with the resultant changes in
fair value recorded as accumulated unrealized gain or loss in a separate
component of shareholders equity entitled accumulated other comprehensive
income or loss, until realized. We determine fair value on a monthly basis
based on a discounted cash flow analysis. These cash flows are projected over
the lives of the receivables using prepayment, default, and interest rate
assumptions that we believe market participants would use for similar financial
instruments.

During the quarter ended March 31, 2003, the Company recognized an other
than temporary impairment of $250,000 in connection with its residual interest.
Impairments that are deemed to be other than temporary are charged to income,
as an other expense. In evaluating impairments as other than
temporary, the
Company considers credit risk, as well as the magnitude and trend of default
rates and prepayment speeds of the underlying residential loans.

At March 31, 2003, key economic assumptions and the sensitivity of the
current fair value of the residual interest based on projected cash flows to
immediate adverse changes in those assumptions is as follows:

|                                         |  |                |       |  
|---------------------------------------- |  | -------------- | ----- | -
|                                         |  | March
31, 2003
|                                         |  |               
|Dollars in thousands, except percentages |  |                |       |  
|Fair value of retained interest          |  | $              | 5,368 |  
|Weighted average life (in years)         |  |                | 1.34  |  
|Weighted average annual prepayment speed |  |                | 35.0  | %
|Impact of 10% adverse change             |  | $              | (3    | )
|Impact of 25% adverse change             |  | $              | (8    | )
|Weighted average annual discount rate    |  |                | 15.0  | %
|Impact of 10% adverse change             |  | $              | (301  | )
|Impact of 25% adverse change             |  | $              | (716  | )
|Weighted average lifetime credit losses  |  |                | 3.3   | %
|Impact of 10% adverse change             |  | $              | (214  | )
|Impact of 25% adverse change             |  | $              | (535  | )

These sensitivities are hypothetical and should be used with caution. As
the figures indicate, changes in the fair value of our residual based on a
variation in assumptions generally cannot be extrapolated because the
relationship of the change in assumption to the change in fair value may not be
linear. Also, in the above table, the effect of a variation in a particular
assumption on the fair value of the residual interest is calculated without
changing any other assumption; in reality, changes in one factor may result in
changes in another (for example, increases in market interest rates may result
in lower prepayments but increased credit losses), which might magnify or
counteract the sensitivities, and depending on the severity of such changes,
the results of operations may be materially affected.

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##### Table of Contents



CREDIT RISK

Nonperforming Assets, Other Loans of Concern and Allowance for Loan Losses

The following table sets forth our nonperforming assets by category,
accruing loans past due 90 days or more and troubled debt restructurings as of
the dates indicated.

|                                                                    |                        |                                         |        |                        |        |                   |        |       |        | 
|------------------------------------------------------------------- | ---------------------- | --------------------------------------- | ------ | ---------------------- | ------ | ----------------- | ------ | ----- | ------ | 
|                                                                    |                        |                                         |        | March 31, 2003         |        | December 31, 2002
|                                                                    |                        |                                         |        |                        |        |                  
|                                                                    |                        |                                         |        | (dollars in thousands)
|Nonaccrual loans:                                                   |                        |                                         |        |                        |        |                   |        |      
|                                                                    | Real estate            |                                         | $      | 9,421                  |        |                   | $      | 3,913 |       
|                                                                    | Franchise              |                                         |        | 1,715                  |        |                   |        | 1,986 |       
|                                                                    |                        |                                         |        |                        |        |                   |        |      
|                                                                    | Total nonaccrual loans |                                         |        | 11,136                 |        |                   |        | 5,899 |       
|Other real estate owned, net                                        |                        |                                         | 10,862 |                        |        |                   | 12,593 |      
|                                                                    |                        |                                         |        |                        |        |                   |        |      
|                                                                    |                        | Total nonperforming assets              |        |                        | 21,998 |                   |        |       | 18,492 | 
|                                                                    |                        | Performing troubled debt restructurings |        |                        | 7,768  |                   |        |       | 7,858  | 
|                                                                    |                        |                                         |        |                        |        |                   |        |       |       
|                                                                    |                        | $                                       | 29,766 |                        |        | $                 | 26,350 |      
|                                                                    |                        |                                         |        |                        |        |                   |        |      
|Nonaccrual loans to total loans
and real estate loans held in trust |                        |                                         | 0.79   | %                      |        |                   | 0.36   | %    
|Allowance for loan losses to nonaccrual loans                       |                        |                                         | 291.65 | %                      |        |                   | 555.61 | %    
|Nonperforming assets to total assets                                |                        |                                         | 1.36   | %                      |        |                   | 1.08   | %    

At March 31, 2003, other real estate owned consisted of four income
producing properties totaling $10.9 million.

As of March 31, 2003 and December 31, 2002, other loans of concern totaled
$26.6 million and $35.5 million, respectively. Other loans of concern consist
of loans with respect to which known information concerning possible credit
problems with the borrowers or the cash flows of the properties securing the
respective loans has caused management to be concerned about the ability of the
borrowers to comply with present loan repayment terms, which may result in the
future inclusion of such loans in the nonaccrual category. The decrease in
other loans of concern for the three months ended March 31, 2003 was primarily
due to $2.8 million of loans being sold or paid-off, and $12.4 million of loans
migrating to nonaccrual status, partially offset by $6.5 million of new other
loans of concern.

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The following table provides certain information with respect to our
allowance for loan losses, including charge-offs, recoveries and selected
ratios for the periods indicated.

|                                                                                            |                   |                  |                   |                          |   |                        |        |              |    |        |        | 
|------------------------------------------------------------------------------------------- | ----------------- | ---------------- | ----------------- | ------------------------ | - | ---------------------- | ------ | ------------ | -- | ------ | ------ | 
|                                                                                            |                   |                  |                   |                          |   | For Three              |        | For the Year
|                                                                                            |                   |                  |                   |                          |   | Months Ended           |        | Ended       
|                                                                                            |                   |                  |                   |                          |   | March 31,              |        | December 31,
|                                                                                            |                   |                  |                   |                          |   | 2003                   |        | 2002        
|                                                                                            |                   |                  |                   |                          |   |                        |        |             
|                                                                                            |                   |                  |                   |                          |   | (dollars in thousands)
|Balance at beginning of period                                                              |                   | $                | 31,081            |                          |   | $                      | 24,722 |             
|Provision for loan losses                                                                   |                   |                  | 4,500             |                          |   |                        | 9,030  |             
|Additions related to acquisitions                                                           |                   |                  |                  |                          |   |                        | 2,048  |             
|Charge-offs:                                                                                |                   |                  |                   |                          |   |                        |        |             
|                                                                                            | Real estate loans |                  |                   | (4,773                   | ) |                        |        | (4,730       | ) 
|                                                                                            | Franchise loans   |                  |                   | (261                     | ) |                        |        |             |   
|                                                                                            |                   |                  |                   |                          |   |                        |        |             
|                                                                                            |                   |                  | Total charge-offs |                          |   | (5,034                 | )      |              |    | (4,730 | )     
|                                                                                            |                   |                  |                   |                          |   |                        |        |             
|Recoveries:                                                                                 |                   |                  |                   |                          |   |                        |        |             
|                                                                                            | Real estate loans |                  |                   | 3                        |   |                        |        | 11           |   
|                                                                                            |                   |                  |                   |                          |   |                        |        |             
|                                                                                            |                   | Total recoveries |                   |                          | 3 |                        |        |              | 11 |       
|                                                                                            |                   |                  |                   |                          |   |                        |        |             
|Net charge-offs                                                                             |                   |                  | (5,031            | )                        |   |                        | (4,719 | )           
|                                                                                            |                   |                  |                   |                          |   |                        |        |             
|                                                                                            |                   |                  |                   | Balance at end of period |   | $                      | 30,550 |              |    | $      | 31,081 | 
|                                                                                            |                   |                  |                   |                          |   |                        |        |             
|Allowance for loan losses as a
percentage of real estate loans
and loans held in trust, net |                   |                  | 2.30              | %                        |   |                        | 2.11   | %           

Liquidity

Liquidity refers to our ability to maintain cash flow adequate to fund
operations and meet obligations and other commitments on a timely basis,
including the payment of maturing deposits and the origination or purchase of
new real estate loans. We maintain a cash and investment securities portfolio
designed to satisfy operating liquidity requirements while preserving capital
and maximizing yield. As of March 31, 2003, we held $92.4 million of cash and
cash equivalents (consisting primarily of short-term investments with original
maturities of 90 days or less) and $59.4 million of investment securities
classified as available for sale.

Short-term fixed income investments classified as cash equivalents
consisted of interest-bearing deposits at financial institutions, government
money market funds and short-term government agency securities, while
investment securities available for sale consisted primarily of fixed income
instruments, which were rated AAA, or equivalent by nationally recognized
rating agencies. As of March 31, 2003 and December 31, 2002, the Banks
liquidity ratios were 12.4% and 19.0%, respectively. In addition, our
liquidity position is supported by a credit facility with the Federal Home Loan
Bank of San Francisco. As of March 31, 2003, we had remaining available
borrowing capacity under this credit facility of $329.3 million, net of the
$17.3 million of additional Federal Home Loan Bank Stock that we would be
required to purchase to support those additional borrowings, and $30.0 million
of unused federal funds credit facilities under established lines of credit
with two banks.

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Capital Resources

As of March 31, 2003, the Banks Leverage (Core), Tier I and Total
Risk-Based capital ratios were 7.11%, 14.53% and 15.79%, respectively. These
ratios were 13.02%, 13.18% and 14.44%, respectively, as of December 31, 2002.
The decrease in the leverage ratio from December 31, 2002 to March 31, 2003 was
due primarily to the increase in total average tangible assets during the
current quarter as a result of the increased liquidity maintained in connection
with the RAL program. The minimum regulatory requirement for Leverage (Core),
Tier I and Total Risk-Based capital are 4.0%, 4.0% and 8.0%, respectively. As
of March 31, 2003, the Banks capital position was designated as well
capitalized for regulatory purposes.

At March 31, 2003, shareholders equity totaled $169.7 million or 10.52
percent of total assets. The Companys book value per share of common stock
was $29.37 as of March 31, 2003, as compared to $27.11 as of December 31, 2002,
and $24.34 as of March 31, 2002.




ITEM
3.      QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

Our estimated sensitivity to interest rate risk, as measured by the
estimated interest earnings sensitivity profile and the interest sensitivity
gap analysis, has not materially changed from the information disclosed in our
annual report on Form 10-K for the year ended December 31, 2002.




ITEM 4.      CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the
Companys disclosure controls and procedures (as defined in Rule 13a-14(c)
under the Securities Exchange Act of 1934 (the Act)) was carried out under
the supervision and with the participation of the Companys Chief Executive
Officer, Chief Financial Officer and several other members of the Companys
senior management within the 90-day period preceding the filing date of this
quarterly report. The Companys Chief Executive Officer and Chief Financial
Officer concluded that the Companys disclosure controls and procedures as
currently in effect are effective in ensuring that the information required to
be disclosed by the Company in the reports it files or submits under the Act is
(i) accumulated and communicated to the Companys management (including the
Chief Executive Officer and Chief Financial Officer) in a timely manner, and
(ii) recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms.

(b) Changes
in Internal Controls: There were no significant
changes in the Companys internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
most recent evaluation.

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##### Table of Contents






Part II - OTHER INFORMATION




|       |  |                                                                                                                                                                                                                                       
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 1 |  | Legal Proceedings                                                                                                                                                                                                                     
|       |  | We are party to certain legal proceedings incidental to our
business. Management believes that the outcome of such
proceedings, in the aggregate, will not have a material effect on
our financial condition or results of operations.




|       |  |                      
|------ |  | ---------------------
|Item 2 |  | Changes in Securities
|       |  | Not applicable.      




|       |  |                                
|------ |  | -------------------------------
|Item 3 |  | Defaults Upon Senior Securities
|       |  | Not applicable.                




|       |  |                                                    
|------ |  | ---------------------------------------------------
|Item 4 |  | Submission of Matters to a Vote of Security Holders
|       |  | None.                                              




|       |  |                  
|------ |  | -----------------
|Item 5 |  | Other Information
|       |  | None.            




|       |  |                                                                                                                                                                                                                        
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 6 |  | Exhibits and Reports on Form 8-K                                                                                                                                                                                       
|       |  | (a) See exhibit Index                                                                                                                                                                                                  
|       |  | (b) On February 5, 2003, we filed a Current Report on
Form 8-K under
Items 5 and 7 and filing as exhibits to the report the material
contracts relating to our business relationship with Household
International, Inc.

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##### Table of Contents






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.



|                   |  |                                     
|------------------ |  | ------------------------------------
|                   |  | ITLA CAPITAL CORPORATION            
|                   |  |                                     
|                   |  |                                     
|Date: May 15, 2003 |  | /s/ George W. Haligowski            
|                   |  |                                     
|                   |  | George W. Haligowski                
|                   |  | Chairman of the Board, President and
|                   |  | Chief Executive Officer             
|                   |  |                                     
|Date: May 15, 2003 |  | /s/ Timothy M. Doyle                
|                   |  |                                     
|                   |  | Timothy M. Doyle                    
|                   |  | Senior Managing Director and        
|                   |  | Chief Financial Officer             

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##### Table of Contents






CERTIFICATIONS

I, George W. Haligowski, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of ITLA Capital
Corporation;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

/s/ George W. Haligowski
George W. Haligowski
Chairman of the Board, President and
Chief Executive Officer

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##### Table of Contents



I, Timothy M. Doyle, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of ITLA Capital
Corporation;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;



| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and



| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
controls; and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

/s/ Timothy M. Doyle
Timothy M. Doyle
Senior Managing Director and
Chief Financial Officer

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##### Table of Contents



EXHIBIT INDEX

|           |  |                                                                                                                                                                                                                 |  |                   
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|Regulation |  |                                                                                                                                                                                                                 |  | Reference to Prior
|S-K        |  |                                                                                                                                                                                                                 |  | Filling or Exhibit
|Exhibit    |  |                                                                                                                                                                                                                 |  | Number Attached   
|Number     |  | Document                                                                                                                                                                                                        |  | Hereto            
|           |  |                                                                                                                                                                                                                 |  |                   
|3.1        |  | Certificate of Incorporation                                                                                                                                                                                    |  | **                
|           |  |                                                                                                                                                                                                                 |  |                   
|3.2        |  | Bylaws, as amended                                                                                                                                                                                              |  | ******            
|           |  |                                                                                                                                                                                                                 |  |                   
|4          |  | Instruments Defining the Rights of Security Holders,
Including Indentures                                                                                                                                       |  | None              
|           |  |                                                                                                                                                                                                                 |  |                   
|10.1       |  | 1995 Stock Option Plan For Nonemployee Directors                                                                                                                                                                |  | *                 
|           |  |                                                                                                                                                                                                                 |  |                   
|10.2       |  | 1995 Employee Stock Incentive Plan                                                                                                                                                                              |  | *******           
|           |  |                                                                                                                                                                                                                 |  |                   
|10.3       |  | Nonqualified Deferred Compensation Plan                                                                                                                                                                         |  | ***               
|           |  |                                                                                                                                                                                                                 |  |                   
|10.4       |  | Supplemental Salary Savings Plan                                                                                                                                                                                |  | *                 
|           |  |                                                                                                                                                                                                                 |  |                   
|10.5       |  | Data Processing Agreement                                                                                                                                                                                       |  | *                 
|           |  |                                                                                                                                                                                                                 |  |                   
|10.6       |  | Employment Agreement with George W. Haligowski                                                                                                                                                                  |  | *                 
|           |  |                                                                                                                                                                                                                 |  |                   
|10.7       |  | Change of Control Agreements                                                                                                                                                                                    |  | ***               
|           |  |                                                                                                                                                                                                                 |  |                   
|10.8       |  | Recognition and Retention Plan                                                                                                                                                                                  |  | **                
|           |  |                                                                                                                                                                                                                 |  |                   
|10.9       |  | Voluntary Retainer Stock and Deferred Compensation Plan
for     Outside Directors                                                                                                                               |  | **                
|           |  |                                                                                                                                                                                                                 |  |                   
|10.10      |  | Supplemental Executive Retirement Plan                                                                                                                                                                          |  | ***               
|           |  |                                                                                                                                                                                                                 |  |                   
|10.11      |  | ITLA Capital Corporation Rabbi Trust Agreement                                                                                                                                                                  |  | ***               
|           |  |                                                                                                                                                                                                                 |  |                   
|10.12      |  | Salary Continuation Plan                                                                                                                                                                                        |  | ****              
|           |  |                                                                                                                                                                                                                 |  |                   
|10.13      |  | Licensing Agreement, dated October 30, 2002, between
Imperial Capital Bank and Beneficial Franchise Company,
Inc.                                                                                               |  | ********          
|           |  |                                                                                                                                                                                                                 |  |                   
|10.14      |  | Amended and Restated Sale and Servicing Agreement for
RALs and RACs, dated as of January 3, 2003, between
Imperial Capital Bank, Household Tax Masters Inc., and
Household Tax Masters Acquisition Corporation. |  | ********          
|           |  |                                                                                                                                                                                                                 |  |                   
|11         |  | Statement Regarding Computation of Per Share Earnings                                                                                                                                                           |  | None              
|           |  |                                                                                                                                                                                                                 |  |                   
|13         |  | Quarterly Report to Security Holders                                                                                                                                                                            |  | None              
|           |  |                                                                                                                                                                                                                 |  |                   
|15         |  | Letter Regarding Unaudited Interim Financial Information                                                                                                                                                        |  | None              
|           |  |                                                                                                                                                                                                                 |  |                   
|18         |  | Letter Regarding Change in Accounting Principles                                                                                                                                                                |  | None              
|           |  |                                                                                                                                                                                                                 |  |                   
|19         |  | Report furnished to Security Holders                                                                                                                                                                            |  | None              
|           |  |                                                                                                                                                                                                                 |  |                   
|22         |  | Published Report Regarding Matters Submitted to Vote of
Security Holders                                                                                                                                        |  | None              
|           |  |                                                                                                                                                                                                                 |  |                   
|23         |  | Consent of Experts                                                                                                                                                                                              |  | None              
|           |  |                                                                                                                                                                                                                 |  |                   
|24         |  | Power of Attorney                                                                                                                                                                                               |  | None              
|           |  |                                                                                                                                                                                                                 |  |                   
|99         |  | Certification of Chief Executive Officer and Chief
Financial       Officer pursuant  to Section 906 of the
Sarbanes-Oxley Act      of 2002                                                                      |  | 99                



|         |  |                                                                                                                                                                                                                                          
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*        |  | Filed as an exhibit to Imperial Thrift and Loan Associations Registration Statement on
Form S-1 (File No. 33-96518) filed with the Commission on September
1, 1995, pursuant to Section 5 of the Securities Act of 1933.                
|         |  |                                                                                                                                                                                                                                          
|**       |  | Filed as an exhibit to the Companys Registration Statement
on Form S-4 (File No. 333-03551) filed with the Commission on May 10,
1996, pursuant to Section 5 of the Securities Act of 1933.                                             
|         |  |                                                                                                                                                                                                                                          
|***      |  | Filed as an exhibit to the Companys Form 10-K for the year
ended December 31, 1999 (File No. 0-26960).                                                                                                                                  
|         |  |                                                                                                                                                                                                                                          
|****     |  | Filed as an exhibit to the Companys Registrants Form 10-K
for the year ended December 31, 2000 (File No. 0-26960).                                                                                                                     
|         |  |                                                                                                                                                                                                                                          
|*****    |  | Filed as an exhibit to the Companys Registrants Form 10-K
for the year ended December 31, 2001 (File No. 0-26960).                                                                                                                     
|         |  |                                                                                                                                                                                                                                          
|******   |  | Filed as an exhibit to the Companys Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000 (File No. 0-26960).                                                                                                               
|         |  |                                                                                                                                                                                                                                          
|*******  |  | Filed as an appendix to the Companys definitive proxy
materials filed on June 29, 2001.                                                                                                                                                 
|         |  |                                                                                                                                                                                                                                          
|******** |  | Filed as an exhibit to the Current Report on Form 8-K
filed by the Company on February 5, 2003 (File No. 0-26960). Portions of
this exhibit have been omitted pursuant to a request for confidential
treatment granted by the Commission.

- 24 -