|
Pennsylvania
|
|
27-2290659
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of Each Class
|
|
Name of Each Exchange on which Registered
|
Voting Common Stock, par value $1.00 per share
|
|
New York Stock Exchange
|
6.375% Senior Notes due 2018
|
|
New York Stock Exchange
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series C, par value $1.00 per share
|
|
New York Stock Exchange
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series D, par value $1.00 per share
|
|
New York Stock Exchange
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series E, par value $1.00 per share |
|
New York Stock Exchange
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series F, par value $1.00 per share |
|
New York Stock Exchange
|
|
•
|
The Consolidated Balance Sheets included in Part II, Item 8 "Financial Statements and Supplementary Data" are being amended and restated as of December 31, 2017 and 2016 as set forth in the Consolidated Balance Sheets and described in NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION.
|
•
|
The Consolidated Statements of Cash Flows included in Part II, Item 8 are being amended and restated for the years ended December 31, 2017, 2016, and 2015 as set forth in the Consolidated Statements of Cash Flows and described in NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION.
|
•
|
NOTE 8 - LOANS HELD FOR SALE, NOTE 9 - LOANS RECEIVABLE AND THE ALLOWANCE FOR LOAN LOSSES, AND NOTE 20 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS included in Part II, Item 8 are being amended and restated as set forth in the notes accompanying the consolidated financial statements and described in NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION.
|
•
|
Management's Responsibility for Financial Statements and Report on Internal Control Over Financial Reporting included in Part II, Item 8 is being amended to reflect the identification of a material weakness in internal control over financial reporting in conjunction with the restatement.
|
•
|
The Report of the Independent Registered Public Accounting Firm and the Report of the Independent Registered Public Accounting Firm on Internal Controls included in Part II, Item 8 are being amended to reflect the identification of a material weakness in internal control over financial reporting in conjunction with the restatement.
|
•
|
Part II, Item 9A "Controls and Procedures" is being amended to address management's re-evaluation of disclosure controls and procedures and reflect the identification of a material weakness in internal control over financial reporting in conjunction with the restatement.
|
•
|
Part IV, Item 15 "Exhibits and Financial Statement Schedules" also has been amended to include currently dated certifications from Customers Bancorp, Inc's Principal Executive Officer and Principal Financial Officer as required by sections 302 and 906 of the Sarbanes Oxley Act of 2002. The certifications are attached to this 2017 Form 10-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2. The Interactive Data Files have also been amended in conjunction with the restatement and are attached to this 2017 Form 10-K/A as Exhibit 101.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PAGE
|
|
|
|
|
|
|
Item 6.
|
||
Item 7.
|
||
Item 8.
|
||
Item 9A.
|
||
|
|
|
|
|
|
Item 15.
|
||
|
•
|
Changes in external competitive market factors that might impact our results of operations;
|
•
|
Changes in laws and regulations, including without limitation changes in capital requirements under Basel III;
|
•
|
The impact of the federal Tax Cuts and Jobs Act of 2017, including, but not limited to, the effect of a lower federal corporate income tax rate, and the effect on the valuation of our tax assets and liabilities;
|
•
|
Changes in our business strategy or an inability to execute our strategy due to the occurrence of unanticipated events;
|
•
|
Local, regional and national economic conditions and events, including real estate values, and the impact they may have on us and our customers;
|
•
|
Costs and effects of regulatory and legal developments, including official and unofficial interpretations by regulatory agencies of laws and regulations, the results of regulatory examinations and the outcome of regulatory or other governmental inquiries and proceedings, such as fines or restrictions on our business activities;
|
•
|
Our ability to attract deposits and other sources of liquidity;
|
•
|
Changes in the financial performance and/or condition of our borrowers;
|
•
|
Our ability to access the capital markets to fund our operations and future growth;
|
•
|
Changes in the level of non-performing and classified assets and charge-offs;
|
•
|
Changes in estimates of future loan loss reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;
|
•
|
Inflation, interest rate, securities market and monetary fluctuations;
|
•
|
Timely development and acceptance of new banking products and services and perceived overall value of these products and services by users, including the products and services being developed and introduced to the market by the BankMobile division of Customers Bank;
|
•
|
Changes in consumer spending, borrowing and saving habits;
|
•
|
Technological changes;
|
•
|
Significant disruption in the technology platforms on which we rely, including security failures, cyberattacks or other breaches of our systems or those of our customers, partners or service providers;
|
•
|
Continued volatility in the credit and equity markets and its effect on the general economy;
|
•
|
Effects of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;
|
•
|
Our ability to identify potential candidates for, and consummate, acquisition or investment transactions;
|
•
|
The timing of acquisition, investment, or disposition transactions;
|
•
|
Constraints on our ability to consummate an attractive acquisition or investment transaction because of significant competition for these opportunities;
|
•
|
The businesses of Customers Bank and any acquisition targets or merger partners and subsidiaries not integrating successfully or such integration being more difficult, time-consuming or costly than expected;
|
•
|
Material differences in the actual financial results of merger and acquisition activities compared with expectations, such as with respect to the full realization of anticipated cost savings and revenue enhancements within the expected time frame;
|
•
|
Our ability to successfully implement our growth strategy, increase market share, control expenses and maintain liquidity;
|
•
|
Customers Bank’s ability to pay dividends to Customers Bancorp;
|
•
|
Risks related to our proposed spin-off of BankMobile and merger of BankMobile into Flagship Community Bank, including:
|
◦
|
Our ability to successfully complete the transactions as designed and intended and the timing of completion, and the potential effects on us if we are unable to complete the transactions;
|
◦
|
The ability of Customers and Flagship Community Bank to meet all of the conditions to completion of the proposed transactions;
|
◦
|
The possibility that the transactions may be more expensive to complete than anticipated;
|
◦
|
The possibility that the expected benefits of the transactions to us and our shareholders may not be achieved;
|
◦
|
The possibility that the proposed transactions may be determined to be taxable to Customers or Customers' shareholders receiving Flagship Community Bank shares in the merger, or both;
|
◦
|
The possibility that the proposed transactions may be amended to address regulatory, legal or operational concerns;
|
◦
|
The possibility that the proposed transactions may be completed later than mid-2018, or not at all; and
|
◦
|
The impact of the announcement of the proposed spin-off and merger on the value of our securities, our business and our relationships with team members and customers;
|
•
|
Risks relating to BankMobile, including:
|
◦
|
Material variances in the adoption rate of BankMobile's services by new students and/or the usage rate of BankMobile's services by current student customers compared to our expectations;
|
◦
|
The levels of usage of other BankMobile student customers following graduation of additional product and service offerings of BankMobile or Customers Bank, including mortgages and consumer loans, and the mix of products and services used;
|
◦
|
Our ability to implement changes to BankMobile's product and service offerings under current and future regulations and governmental policies;
|
◦
|
Our ability to effectively manage revenue and expense fluctuations that may occur with respect to BankMobile's student-oriented business activities, which result from seasonal factors related to the higher-education academic year;
|
◦
|
Our ability to implement our strategy regarding BankMobile, including with respect to our intent to spin-off and merge or otherwise dispose of the BankMobile business in the future, depending upon market conditions and opportunities and
|
◦
|
BankMobile's ability to successfully implement its growth strategy, including development of white label deposit relationships, and control expenses.
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(dollars in thousands, except per share information)
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Years Ended December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
372,850
|
|
|
$
|
322,539
|
|
|
$
|
249,850
|
|
|
$
|
190,427
|
|
|
$
|
128,156
|
|
Interest expense
|
105,507
|
|
|
73,042
|
|
|
53,560
|
|
|
38,504
|
|
|
24,301
|
|
|||||
Net interest income
|
267,343
|
|
|
249,497
|
|
|
196,290
|
|
|
151,923
|
|
|
103,855
|
|
|||||
Provision for loan losses
|
6,768
|
|
|
3,041
|
|
|
20,566
|
|
|
14,747
|
|
|
2,236
|
|
|||||
Total non-interest income
|
78,910
|
|
|
56,370
|
|
|
27,717
|
|
|
25,126
|
|
|
22,703
|
|
|||||
Total non-interest expense
|
215,606
|
|
|
178,231
|
|
|
114,946
|
|
|
98,914
|
|
|
74,024
|
|
|||||
Income before income tax expense
|
123,879
|
|
|
124,595
|
|
|
88,495
|
|
|
63,388
|
|
|
50,298
|
|
|||||
Income tax expense
|
45,042
|
|
|
45,893
|
|
|
29,912
|
|
|
20,174
|
|
|
17,604
|
|
|||||
Net income
|
78,837
|
|
|
78,702
|
|
|
58,583
|
|
|
43,214
|
|
|
32,694
|
|
|||||
Preferred stock dividends
|
14,459
|
|
|
9,515
|
|
|
2,493
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to common shareholders
|
$
|
64,378
|
|
|
$
|
69,187
|
|
|
$
|
56,090
|
|
|
$
|
43,214
|
|
|
$
|
32,694
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share
|
$
|
2.10
|
|
|
$
|
2.51
|
|
|
$
|
2.09
|
|
|
$
|
1.62
|
|
|
$
|
1.34
|
|
Diluted earnings per common share
|
$
|
1.97
|
|
|
$
|
2.31
|
|
|
$
|
1.96
|
|
|
$
|
1.55
|
|
|
$
|
1.30
|
|
At Period End
|
|
|
|
|
|
||||||||||||||
Total assets
|
$
|
9,839,555
|
|
|
$
|
9,382,736
|
|
|
$
|
8,398,205
|
|
|
$
|
6,821,500
|
|
|
$
|
4,150,493
|
|
Cash and cash equivalents
|
146,323
|
|
|
264,709
|
|
|
264,593
|
|
|
371,023
|
|
|
233,068
|
|
|||||
Investment securities
|
471,371
|
|
|
493,474
|
|
|
560,253
|
|
|
416,685
|
|
|
497,573
|
|
|||||
Loans held for sale - as restated (1)
|
146,077
|
|
|
695
|
|
|
42,114
|
|
|
103,440
|
|
|
6,899
|
|
|||||
Loans receivable, mortgage warehouse, at fair value - as restated (1)
|
1,793,408
|
|
|
2,116,815
|
|
|
1,754,950
|
|
|
1,332,019
|
|
|
740,694
|
|
|||||
Loans receivable
|
6,768,258
|
|
|
6,154,637
|
|
|
5,453,479
|
|
|
4,312,173
|
|
|
2,465,078
|
|
|||||
Allowance for loan losses
|
38,015
|
|
|
37,315
|
|
|
35,647
|
|
|
30,932
|
|
|
23,998
|
|
|||||
FDIC loss sharing receivable (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,320
|
|
|
10,046
|
|
|||||
Deposits
|
6,800,142
|
|
|
7,303,775
|
|
|
5,909,501
|
|
|
4,532,538
|
|
|
2,959,922
|
|
|||||
Borrowings (3)
|
2,062,237
|
|
|
1,147,706
|
|
|
1,890,442
|
|
|
1,812,380
|
|
|
782,070
|
|
|||||
Shareholders’ equity
|
920,964
|
|
|
855,872
|
|
|
553,902
|
|
|
443,145
|
|
|
386,623
|
|
|||||
Tangible common equity (4)
|
687,198
|
|
|
620,780
|
|
|
494,682
|
|
|
439,481
|
|
|
382,947
|
|
|||||
Selected Ratios and Share Data
|
|
|
|
|
|
||||||||||||||
Return on average assets
|
0.77
|
%
|
|
0.86
|
%
|
|
0.81
|
%
|
|
0.78
|
%
|
|
0.95
|
%
|
|||||
Return on average common equity
|
9.38
|
%
|
|
12.41
|
%
|
|
11.82
|
%
|
|
10.39
|
%
|
|
9.49
|
%
|
|||||
Common book value per share
|
$
|
22.42
|
|
|
$
|
21.08
|
|
|
$
|
18.52
|
|
|
$
|
16.57
|
|
|
$
|
14.51
|
|
Tangible book value per common share (4)
|
$
|
21.90
|
|
|
$
|
20.49
|
|
|
$
|
18.39
|
|
|
$
|
16.43
|
|
|
$
|
14.37
|
|
Common shares outstanding
|
31,382,503
|
|
|
30,289,917
|
|
|
26,901,801
|
|
|
26,745,529
|
|
|
26,646,566
|
|
|||||
Net interest margin, tax equivalent (4)
|
2.73
|
%
|
|
2.84
|
%
|
|
2.81
|
%
|
|
2.86
|
%
|
|
3.13
|
%
|
|||||
Equity to assets
|
9.36
|
%
|
|
9.12
|
%
|
|
6.60
|
%
|
|
6.50
|
%
|
|
9.32
|
%
|
|||||
Tangible common equity to tangible assets (4)
|
7.00
|
%
|
|
6.63
|
%
|
|
5.89
|
%
|
|
6.45
|
%
|
|
9.23
|
%
|
|||||
Tier 1 leverage ratio – Customers Bank
|
10.09
|
%
|
|
9.23
|
%
|
|
7.30
|
%
|
|
7.39
|
%
|
|
10.81
|
%
|
|||||
Tier 1 leverage ratio – Customers Bancorp
|
8.94
|
%
|
|
9.07
|
%
|
|
7.16
|
%
|
|
6.69
|
%
|
|
10.11
|
%
|
|||||
Tier 1 risk-based capital ratio – Customers Bank
|
13.08
|
%
|
|
11.63
|
%
|
|
8.62
|
%
|
|
9.27
|
%
|
|
13.33
|
%
|
Tier 1 risk-based capital ratio – Customers Bancorp
|
11.58
|
%
|
|
11.41
|
%
|
|
8.46
|
%
|
|
8.39
|
%
|
|
12.44
|
%
|
|||||
Total risk-based capital ratio – Customers Bank
|
14.96
|
%
|
|
13.61
|
%
|
|
10.85
|
%
|
|
11.98
|
%
|
|
14.11
|
%
|
|||||
Total risk-based capital ratio – Customers Bancorp
|
13.05
|
%
|
|
13.05
|
%
|
|
10.62
|
%
|
|
11.09
|
%
|
|
13.21
|
%
|
|||||
Asset Quality
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-performing loans
|
$
|
26,415
|
|
|
$
|
17,792
|
|
|
$
|
10,771
|
|
|
$
|
11,733
|
|
|
$
|
19,163
|
|
Non-performing loans to loans receivable (5)
|
0.39
|
%
|
|
0.29
|
%
|
|
0.20
|
%
|
|
0.27
|
%
|
|
0.78
|
%
|
|||||
Non-performing loans to total loans
|
0.30
|
%
|
|
0.22
|
%
|
|
0.15
|
%
|
|
0.20
|
%
|
|
0.60
|
%
|
|||||
Other real estate owned
|
$
|
1,726
|
|
|
$
|
3,108
|
|
|
$
|
5,057
|
|
|
$
|
15,371
|
|
|
$
|
12,265
|
|
Non-performing assets
|
28,141
|
|
|
20,900
|
|
|
15,828
|
|
|
27,104
|
|
|
31,428
|
|
|||||
Non-performing assets to total assets
|
0.29
|
%
|
|
0.22
|
%
|
|
0.19
|
%
|
|
0.40
|
%
|
|
0.76
|
%
|
|||||
Allowance for loan losses to loans receivable (5)
|
0.56
|
%
|
|
0.61
|
%
|
|
0.65
|
%
|
|
0.72
|
%
|
|
0.97
|
%
|
|||||
Allowance for loan losses to non-performing loans
|
143.91
|
%
|
|
209.73
|
%
|
|
330.95
|
%
|
|
263.63
|
%
|
|
125.23
|
%
|
|||||
Net charge-offs
|
$
|
6,068
|
|
|
$
|
1,662
|
|
|
$
|
11,979
|
|
|
$
|
3,124
|
|
|
$
|
6,894
|
|
Net charge-offs to average loans receivable (5)
|
0.09
|
%
|
|
0.03
|
%
|
|
0.26
|
%
|
|
0.09
|
%
|
|
0.37
|
%
|
(1)
|
Restated to correct the misclassification of Customers' commercial mortgage warehouse loans as held for sale rather than held for investment as described in NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION to the consolidated financial statements as of December 31, 2017 and 2016 included in Part II, Item 8 of this Annual Report on Form 10-K/A. The following table sets forth the effects of the correction on the consolidated balance sheets as of December 31, 2015, 2014 and 2013:
|
|
December 31,
|
||||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||
Consolidated Balance Sheet
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Loans held for sale
|
$
|
1,797,064
|
|
|
$
|
(1,754,950
|
)
|
|
$
|
42,114
|
|
|
$
|
1,435,459
|
|
|
$
|
(1,332,019
|
)
|
|
$
|
103,440
|
|
|
$
|
747,593
|
|
|
$
|
(740,694
|
)
|
|
$
|
6,899
|
|
Loans receivable, mortgage warehouse, at fair value
|
—
|
|
|
1,754,950
|
|
|
1,754,950
|
|
|
—
|
|
|
1,332,019
|
|
|
1,332,019
|
|
|
—
|
|
|
740,694
|
|
|
740,694
|
|
(2)
|
The FDIC loss sharing receivable, net of the clawback liability, was included in "Accrued interest payable and other liabilities" as of December 31, 2015.
|
(3)
|
Borrowings includes FHLB advances, Federal funds purchased, Subordinated debt and other borrowings.
|
(4)
|
Customers’ selected financial data contains non-GAAP financial measures calculated using non-GAAP amounts. These measures include net interest margin tax equivalent, tangible common equity and tangible book value per common share and tangible common equity to tangible assets. Management uses these non-GAAP measures to present historical periods comparable to the current period presentation. In addition, management believes the use of these non-GAAP measures provides additional clarity when assessing the Bancorp’s financial results and use of equity. These disclosures should not be viewed as substitutes for results determined to be in accordance with U.S. GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other entities. Customers Bancorp calculates tangible common equity by excluding intangible assets from total shareholders’ equity. Tangible book value per common share equals tangible common equity divided by common shares outstanding. The non-GAAP tax-equivalent basis uses a 35% statutory tax rate to approximate interest income as a taxable asset.
|
(5)
|
Excludes loans receivable, mortgage warehouse, at fair value which are not evaluated for impairment and do not have an allowance for loan loss.
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(in thousands, except per share data)
|
|
||||||||||||||||||
Shareholders’ equity
|
$
|
920,964
|
|
|
$
|
855,872
|
|
|
$
|
553,902
|
|
|
$
|
443,145
|
|
|
$
|
386,623
|
|
Less: intangible assets
|
(16,295
|
)
|
|
(17,621
|
)
|
|
(3,651
|
)
|
|
(3,664
|
)
|
|
(3,676
|
)
|
|||||
Less: preferred stock
|
(217,471
|
)
|
|
(217,471
|
)
|
|
(55,569
|
)
|
|
—
|
|
|
—
|
|
|||||
Tangible common equity
|
$
|
687,198
|
|
|
$
|
620,780
|
|
|
$
|
494,682
|
|
|
$
|
439,481
|
|
|
$
|
382,947
|
|
Shares outstanding
|
31,383
|
|
|
30,290
|
|
|
26,902
|
|
|
26,746
|
|
|
26,647
|
|
|||||
Common book value per share
|
$
|
22.42
|
|
|
$
|
21.08
|
|
|
$
|
18.52
|
|
|
$
|
16.57
|
|
|
$
|
14.51
|
|
Less: effect of excluding intangible assets
|
(0.52
|
)
|
|
(0.59
|
)
|
|
(0.13
|
)
|
|
(0.14
|
)
|
|
(0.14
|
)
|
|||||
Common tangible book value per share
|
$
|
21.90
|
|
|
$
|
20.49
|
|
|
$
|
18.39
|
|
|
$
|
16.43
|
|
|
$
|
14.37
|
|
Total assets
|
$
|
9,839,555
|
|
|
$
|
9,382,736
|
|
|
$
|
8,398,205
|
|
|
$
|
6,821,500
|
|
|
$
|
4,150,493
|
|
Less: intangible assets
|
(16,295
|
)
|
|
(17,621
|
)
|
|
(3,651
|
)
|
|
(3,664
|
)
|
|
(3,676
|
)
|
|||||
Total tangible assets
|
$
|
9,823,260
|
|
|
$
|
9,365,115
|
|
|
$
|
8,394,554
|
|
|
$
|
6,817,836
|
|
|
$
|
4,146,817
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity to assets
|
9.36
|
%
|
|
9.12
|
%
|
|
6.60
|
%
|
|
6.50
|
%
|
|
9.32
|
%
|
|||||
Tangible common equity to tangible assets
|
7.00
|
%
|
|
6.63
|
%
|
|
5.89
|
%
|
|
6.45
|
%
|
|
9.23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||
|
Average
balance
|
|
Interest
income or
expense
|
|
Average
yield or
cost
|
|
Average
balance
|
|
Interest
income or
expense
|
|
Average
yield or
cost
|
|
Average
balance
|
|
Interest
income or
expense
|
|
Average
yield or
cost
|
|||||||||||||||
(amounts in thousands)
|
|
|||||||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning deposits
|
$
|
296,305
|
|
|
$
|
3,132
|
|
|
1.06
|
%
|
|
$
|
225,409
|
|
|
$
|
1,218
|
|
|
0.54
|
%
|
|
$
|
271,201
|
|
|
$
|
718
|
|
|
0.26
|
%
|
Investment securities (A)
|
870,979
|
|
|
25,153
|
|
|
2.89
|
%
|
|
540,532
|
|
|
14,293
|
|
|
2.64
|
%
|
|
427,638
|
|
|
10,405
|
|
|
2.43
|
%
|
||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial loans to mortgage companies
|
1,748,575
|
|
|
73,513
|
|
|
4.20
|
%
|
|
1,985,495
|
|
|
70,308
|
|
|
3.54
|
%
|
|
1,550,683
|
|
|
50,876
|
|
|
3.28
|
%
|
||||||
Multifamily loans
|
3,551,683
|
|
|
132,263
|
|
|
3.72
|
%
|
|
3,223,122
|
|
|
122,316
|
|
|
3.79
|
%
|
|
2,367,472
|
|
|
88,879
|
|
|
3.75
|
%
|
||||||
Commercial and industrial
|
1,452,805
|
|
|
60,595
|
|
|
4.17
|
%
|
|
1,172,655
|
|
|
46,257
|
|
|
3.94
|
%
|
|
681,722
|
|
|
26,758
|
|
|
3.93
|
%
|
||||||
Non-owner occupied commercial real estate
|
1,293,173
|
|
|
51,212
|
|
|
3.96
|
%
|
|
1,188,631
|
|
|
45,441
|
|
|
3.82
|
%
|
|
1,209,879
|
|
|
47,438
|
|
|
3.92
|
%
|
||||||
All other loans
|
503,532
|
|
|
22,353
|
|
|
4.44
|
%
|
|
370,663
|
|
|
18,496
|
|
|
4.99
|
%
|
|
415,307
|
|
|
19,882
|
|
|
4.79
|
%
|
||||||
Total loans (B)
|
8,549,768
|
|
|
339,936
|
|
|
3.98
|
%
|
|
7,940,566
|
|
|
302,818
|
|
|
3.81
|
%
|
|
6,225,063
|
|
|
233,833
|
|
|
3.76
|
%
|
||||||
Other interest-earning assets
|
103,710
|
|
|
4,629
|
|
|
4.46
|
%
|
|
84,797
|
|
|
4,210
|
|
|
4.96
|
%
|
|
72,693
|
|
|
4,894
|
|
|
6.73
|
%
|
||||||
Total interest-earning assets
|
9,820,762
|
|
|
372,850
|
|
|
3.80
|
%
|
|
8,791,304
|
|
|
322,539
|
|
|
3.67
|
%
|
|
6,996,595
|
|
|
249,850
|
|
|
3.57
|
%
|
||||||
Non-interest-earning assets
|
376,948
|
|
|
|
|
|
|
310,813
|
|
|
|
|
|
|
265,936
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
10,197,710
|
|
|
|
|
|
|
$
|
9,102,117
|
|
|
|
|
|
|
$
|
7,262,531
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest checking accounts
|
$
|
386,819
|
|
|
3,157
|
|
|
0.82
|
%
|
|
$
|
190,279
|
|
|
1,069
|
|
|
0.56
|
%
|
|
$
|
123,527
|
|
|
686
|
|
|
0.56
|
%
|
|||
Money market deposit accounts
|
3,339,053
|
|
|
34,488
|
|
|
1.03
|
%
|
|
3,085,140
|
|
|
19,233
|
|
|
0.62
|
%
|
|
2,412,958
|
|
|
12,548
|
|
|
0.52
|
%
|
||||||
Other savings accounts
|
40,791
|
|
|
112
|
|
|
0.27
|
%
|
|
39,122
|
|
|
95
|
|
|
0.24
|
%
|
|
36,820
|
|
|
111
|
|
|
0.30
|
%
|
||||||
Certificates of deposit
|
2,392,095
|
|
|
29,825
|
|
|
1.25
|
%
|
|
2,633,425
|
|
|
27,871
|
|
|
1.06
|
%
|
|
2,087,641
|
|
|
20,637
|
|
|
0.99
|
%
|
||||||
Total interest-bearing deposits
|
6,158,758
|
|
|
67,582
|
|
|
1.10
|
%
|
|
5,947,966
|
|
|
48,268
|
|
|
0.81
|
%
|
|
4,660,946
|
|
|
33,982
|
|
|
0.73
|
%
|
||||||
Borrowings
|
1,875,431
|
|
|
37,925
|
|
|
2.02
|
%
|
|
1,498,899
|
|
|
24,774
|
|
|
1.65
|
%
|
|
1,369,841
|
|
|
19,578
|
|
|
1.43
|
%
|
||||||
Total interest-bearing liabilities
|
8,034,189
|
|
|
105,507
|
|
|
1.31
|
%
|
|
7,446,865
|
|
|
73,042
|
|
|
0.98
|
%
|
|
6,030,787
|
|
|
53,560
|
|
|
0.89
|
%
|
||||||
Non-interest-bearing deposits
|
1,187,324
|
|
|
|
|
|
|
873,599
|
|
|
|
|
|
|
692,159
|
|
|
|
|
|
||||||||||||
Total deposits and borrowings
|
9,221,513
|
|
|
|
|
1.14
|
%
|
|
8,320,464
|
|
|
|
|
0.88
|
%
|
|
6,722,946
|
|
|
|
|
0.80
|
%
|
|||||||||
Other non-interest-bearing liabilities
|
72,714
|
|
|
|
|
|
|
84,752
|
|
|
|
|
|
|
30,394
|
|
|
|
|
|
||||||||||||
Total liabilities
|
9,294,227
|
|
|
|
|
|
|
8,405,216
|
|
|
|
|
|
|
6,753,340
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
903,483
|
|
|
|
|
|
|
696,901
|
|
|
|
|
|
|
509,191
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
10,197,710
|
|
|
|
|
|
|
$
|
9,102,117
|
|
|
|
|
|
|
$
|
7,262,531
|
|
|
|
|
|
|||||||||
Net interest earnings
|
|
|
267,343
|
|
|
|
|
|
|
249,497
|
|
|
|
|
|
|
196,290
|
|
|
|
||||||||||||
Tax-equivalent adjustment (C)
|
|
|
645
|
|
|
|
|
|
|
390
|
|
|
|
|
|
|
449
|
|
|
|
||||||||||||
Net interest earnings
|
|
|
$
|
267,988
|
|
|
|
|
|
|
$
|
249,887
|
|
|
|
|
|
|
$
|
196,739
|
|
|
|
|||||||||
Interest spread
|
|
|
|
|
2.66
|
%
|
|
|
|
|
|
2.79
|
%
|
|
|
|
|
|
2.77
|
%
|
||||||||||||
Net interest margin
|
|
|
|
|
2.72
|
%
|
|
|
|
|
|
2.84
|
%
|
|
|
|
|
|
2.81
|
%
|
||||||||||||
Net interest margin tax equivalent (C)
|
|
|
|
|
2.73
|
%
|
|
|
|
|
|
2.84
|
%
|
|
|
|
|
|
2.81
|
%
|
(A)
|
For presentation in this table, balances and the corresponding average yield for investment securities are based upon historical cost, adjusted for other-than-temporary impairment and amortization of premiums and accretion of discounts.
|
(B)
|
Includes non-accrual loans, the effect of which is to reduce the yield earned on loans, and deferred loan fees.
|
(C)
|
Non-GAAP tax-equivalent basis, using a 35% statutory tax rate to approximate interest income as a taxable asset.
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||||||||||||
|
Increase (decrease) due
to change in
|
|
|
|
Increase (decrease) due
to change in
|
|
|
||||||||||||||||
|
Rate
|
|
Volume
|
|
Total
|
|
Rate
|
|
Volume
|
|
Total
|
||||||||||||
(amounts in thousands)
|
|
||||||||||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-earning deposits
|
$
|
1,440
|
|
|
$
|
474
|
|
|
$
|
1,914
|
|
|
$
|
639
|
|
|
$
|
(139
|
)
|
|
$
|
500
|
|
Investment securities
|
1,422
|
|
|
9,438
|
|
|
10,860
|
|
|
961
|
|
|
2,927
|
|
|
3,888
|
|
||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans to mortgage companies
|
12,206
|
|
|
(9,001
|
)
|
|
3,205
|
|
|
4,284
|
|
|
15,148
|
|
|
19,432
|
|
||||||
Multifamily loans
|
(2,325
|
)
|
|
12,272
|
|
|
9,947
|
|
|
976
|
|
|
32,461
|
|
|
33,437
|
|
||||||
Commercial and industrial
|
2,776
|
|
|
11,562
|
|
|
14,338
|
|
|
134
|
|
|
19,365
|
|
|
19,499
|
|
||||||
Non-owner occupied commercial real estate
|
1,673
|
|
|
4,098
|
|
|
5,771
|
|
|
(1,172
|
)
|
|
(825
|
)
|
|
(1,997
|
)
|
||||||
All other loans
|
(2,214
|
)
|
|
6,071
|
|
|
3,857
|
|
|
816
|
|
|
(2,202
|
)
|
|
(1,386
|
)
|
||||||
Total loans
|
12,116
|
|
|
25,002
|
|
|
37,118
|
|
|
5,038
|
|
|
63,947
|
|
|
68,985
|
|
||||||
Other interest-earning assets
|
(454
|
)
|
|
873
|
|
|
419
|
|
|
(1,416
|
)
|
|
732
|
|
|
(684
|
)
|
||||||
Total interest income
|
14,524
|
|
|
35,787
|
|
|
50,311
|
|
|
5,222
|
|
|
67,467
|
|
|
72,689
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest checking accounts
|
636
|
|
|
1,452
|
|
|
2,088
|
|
|
8
|
|
|
375
|
|
|
383
|
|
||||||
Money market deposit accounts
|
13,556
|
|
|
1,699
|
|
|
15,255
|
|
|
2,784
|
|
|
3,901
|
|
|
6,685
|
|
||||||
Other savings accounts
|
13
|
|
|
4
|
|
|
17
|
|
|
(23
|
)
|
|
7
|
|
|
(16
|
)
|
||||||
Certificates of deposit
|
4,663
|
|
|
(2,709
|
)
|
|
1,954
|
|
|
1,538
|
|
|
5,696
|
|
|
7,234
|
|
||||||
Total interest-bearing deposits
|
18,868
|
|
|
446
|
|
|
19,314
|
|
|
4,307
|
|
|
9,979
|
|
|
14,286
|
|
||||||
Borrowings
|
6,192
|
|
|
6,959
|
|
|
13,151
|
|
|
3,243
|
|
|
1,953
|
|
|
5,196
|
|
||||||
Total interest expense
|
25,060
|
|
|
7,405
|
|
|
32,465
|
|
|
7,550
|
|
|
11,932
|
|
|
19,482
|
|
||||||
Net interest income
|
$
|
(10,536
|
)
|
|
$
|
28,382
|
|
|
$
|
17,846
|
|
|
$
|
(2,328
|
)
|
|
$
|
55,535
|
|
|
$
|
53,207
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
||||||||||
Interchange and card revenue
|
$
|
41,509
|
|
|
$
|
24,681
|
|
|
$
|
557
|
|
Deposit fees
|
10,039
|
|
|
8,067
|
|
|
944
|
|
|||
Mortgage warehouse transactional fees
|
9,345
|
|
|
11,547
|
|
|
10,394
|
|
|||
Gain (loss) on sale of investment securities
|
8,800
|
|
|
25
|
|
|
(85
|
)
|
|||
Bank-owned life insurance
|
7,219
|
|
|
4,736
|
|
|
7,006
|
|
|||
Gains on sale of SBA and other loans
|
4,223
|
|
|
3,685
|
|
|
4,047
|
|
|||
Mortgage banking income
|
875
|
|
|
969
|
|
|
741
|
|
|||
Impairment loss on investment securities
|
(12,934
|
)
|
|
(7,262
|
)
|
|
—
|
|
|||
Other
|
9,834
|
|
|
9,922
|
|
|
4,113
|
|
|||
Total non-interest income
|
$
|
78,910
|
|
|
$
|
56,370
|
|
|
$
|
27,717
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
||||||||||
Salaries and employee benefits
|
$
|
95,518
|
|
|
$
|
80,641
|
|
|
$
|
58,777
|
|
Technology, communication and bank operations
|
45,885
|
|
|
26,839
|
|
|
10,596
|
|
|||
Professional services
|
28,051
|
|
|
20,684
|
|
|
11,042
|
|
|||
Occupancy
|
11,161
|
|
|
10,327
|
|
|
8,668
|
|
|||
FDIC assessments, non-income taxes, and regulatory fees
|
7,906
|
|
|
13,097
|
|
|
10,728
|
|
|||
Provision for operating losses
|
6,435
|
|
|
3,517
|
|
|
140
|
|
|||
Loan workout
|
2,366
|
|
|
2,063
|
|
|
1,127
|
|
|||
Advertising and promotion
|
1,470
|
|
|
1,549
|
|
|
1,475
|
|
|||
Other real estate owned
|
570
|
|
|
1,953
|
|
|
2,516
|
|
|||
Merger and acquisition related expenses
|
410
|
|
|
1,195
|
|
|
—
|
|
|||
Other
|
15,834
|
|
|
16,366
|
|
|
9,877
|
|
|||
Total non-interest expense
|
$
|
215,606
|
|
|
$
|
178,231
|
|
|
$
|
114,946
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
(amounts in thousands)
|
|
||||||
Cash and cash equivalents
|
$
|
146,323
|
|
|
$
|
264,709
|
|
Investment securities available for sale, at fair value
|
471,371
|
|
|
493,474
|
|
||
Loans held for sale (includes $1,886 and $695, respectively at fair value) - as restated
|
146,077
|
|
|
695
|
|
||
Loans receivable, mortgage warehouse, at fair value - as restated
|
1,793,408
|
|
|
2,116,815
|
|
||
Loans receivable
|
6,768,258
|
|
|
6,154,637
|
|
||
Total loans receivable, net of allowance for loan losses - as restated
|
8,523,651
|
|
|
8,234,137
|
|
||
Total assets
|
9,839,555
|
|
|
9,382,736
|
|
||
Total deposits
|
6,800,142
|
|
|
7,303,775
|
|
||
Federal funds purchased
|
155,000
|
|
|
83,000
|
|
||
FHLB advances
|
1,611,860
|
|
|
868,800
|
|
||
Other borrowings
|
186,497
|
|
|
87,123
|
|
||
Subordinated debt
|
108,880
|
|
|
108,783
|
|
||
Total liabilities
|
8,918,591
|
|
|
8,526,864
|
|
||
Total shareholders’ equity
|
920,964
|
|
|
855,872
|
|
||
Total liabilities and shareholders’ equity
|
9,839,555
|
|
|
9,382,736
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
(amounts in thousands)
|
|
||||||
Available for Sale
|
|
|
|
||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
186,221
|
|
|
$
|
233,002
|
|
Agency-guaranteed commercial real estate mortgage-backed securities
|
238,809
|
|
|
204,689
|
|
||
Corporate notes (1)
|
44,959
|
|
|
44,932
|
|
||
Equity securities (2)
|
2,311
|
|
|
15,246
|
|
||
|
$
|
472,300
|
|
|
$
|
497,869
|
|
(1)
|
Includes subordinated debt issued by other bank holding companies.
|
(2)
|
Includes equity securities issued by a foreign entity.
|
|
December 31, 2017
|
|
|
||||||||||||||||||||||||
|
Amortized Cost
|
|
Fair
Value
|
||||||||||||||||||||||||
|
<
1yr
|
|
1 -5
years
|
|
5 -10
years
|
|
After 10
years
|
|
No
specific
maturity
|
|
Total
|
|
Total
|
||||||||||||||
(amounts in thousands)
|
|
||||||||||||||||||||||||||
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
186,221
|
|
|
$
|
186,221
|
|
|
$
|
183,458
|
|
Yield
|
|
|
|
|
|
|
|
|
2.66
|
%
|
|
2.66
|
%
|
|
—
|
|
|||||||||||
Commercial real estate mortgage-backed securities
|
|
|
|
|
|
|
|
|
238,809
|
|
|
$
|
238,809
|
|
|
238,472
|
|
||||||||||
Yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.02
|
%
|
|
3.02
|
%
|
|
—
|
|
|||||||
Corporate notes
|
—
|
|
|
—
|
|
|
42,959
|
|
|
2,000
|
|
|
—
|
|
|
44,959
|
|
|
46,089
|
|
|||||||
Yield
|
—
|
|
|
—
|
|
|
5.60
|
%
|
|
5.63
|
%
|
|
—
|
|
|
5.60
|
%
|
|
—
|
|
|||||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,311
|
|
|
2,311
|
|
|
3,352
|
|
|||||||
Yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|
—
|
|
|||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,959
|
|
|
$
|
2,000
|
|
|
$
|
427,341
|
|
|
$
|
472,300
|
|
|
$
|
471,371
|
|
Weighted-Average Yield
|
—
|
%
|
|
—
|
%
|
|
5.60
|
%
|
|
5.63
|
%
|
|
2.85
|
%
|
|
3.11
|
%
|
|
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(amounts in thousands)
|
(As Restated)
|
|
(As Restated)
|
|
(As Restated)
|
|
(As Restated)
|
|
(As Restated)
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Multi-family loans at lower of cost or fair value
|
$
|
144,191
|
|
|
$
|
—
|
|
|
$
|
39,257
|
|
|
$
|
99,791
|
|
|
$
|
—
|
|
Total commercial loans held for sale
|
144,191
|
|
|
—
|
|
|
39,257
|
|
|
99,791
|
|
|
—
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage loans, at fair value
|
1,886
|
|
|
695
|
|
|
2,857
|
|
|
3,649
|
|
|
6,899
|
|
|||||
Loans held for sale
|
$
|
146,077
|
|
|
$
|
695
|
|
|
$
|
42,114
|
|
|
$
|
103,440
|
|
|
$
|
6,899
|
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(amounts in thousands)
|
(As Restated)
|
|
(As Restated)
|
|
(As Restated)
|
|
(As Restated)
|
|
(As Restated)
|
||||||||||
Loans receivable, mortgage warehouse, at fair value
|
$
|
1,793,408
|
|
|
$
|
2,116,815
|
|
|
$
|
1,754,950
|
|
|
$
|
1,332,019
|
|
|
$
|
740,694
|
|
Loans receivable:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
||||||||||||||||||
Multi-family
|
3,502,381
|
|
|
3,214,999
|
|
|
2,909,439
|
|
|
2,208,405
|
|
|
1,064,059
|
|
|||||
Commercial and industrial (a)
|
1,633,818
|
|
|
1,382,343
|
|
|
1,111,400
|
|
|
785,669
|
|
|
296,595
|
|
|||||
Commercial real estate (b)
|
1,218,719
|
|
|
1,193,715
|
|
|
956,255
|
|
|
839,310
|
|
|
753,591
|
|
|||||
Construction
|
85,393
|
|
|
64,789
|
|
|
87,240
|
|
|
49,718
|
|
|
42,917
|
|
|||||
Total commercial loans receivable
|
6,440,311
|
|
|
5,855,846
|
|
|
5,064,334
|
|
|
3,883,102
|
|
|
2,157,162
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential real estate
|
234,090
|
|
|
193,502
|
|
|
271,613
|
|
|
297,395
|
|
|
163,920
|
|
|||||
Manufactured housing
|
90,227
|
|
|
101,730
|
|
|
113,490
|
|
|
126,731
|
|
|
139,471
|
|
|||||
Other
|
3,547
|
|
|
3,483
|
|
|
3,708
|
|
|
4,433
|
|
|
5,437
|
|
|||||
Total consumer loans receivable
|
327,864
|
|
|
298,715
|
|
|
388,811
|
|
|
428,559
|
|
|
308,828
|
|
|||||
Loans receivable
|
6,768,175
|
|
|
6,154,561
|
|
|
5,453,145
|
|
|
4,311,661
|
|
|
2,465,990
|
|
|||||
Deferred costs (fees) and unamortized premiums (discounts), net
|
83
|
|
|
76
|
|
|
334
|
|
|
512
|
|
|
(912
|
)
|
|||||
Allowance for loan losses
|
(38,015
|
)
|
|
(37,315
|
)
|
|
(35,647
|
)
|
|
(30,932
|
)
|
|
(23,998
|
)
|
|||||
Total loans receivable, net of allowance for loan losses
|
$
|
8,523,651
|
|
|
$
|
8,234,137
|
|
|
$
|
7,172,782
|
|
|
$
|
5,613,260
|
|
|
$
|
3,181,774
|
|
(a)
|
Includes owner occupied commercial real estate loans for 2017, 2016, 2015 and 2014.
|
(b)
|
Includes non-owner occupied commercial real estate loans for 2017, 2016, 2015 and 2014. For 2013, includes owner occupied and non-owner occupied commercial real estate loans.
|
|
Within
one year
|
|
After one
but
within
five
years
|
|
After
five
years
|
|
Total
|
||||||||
(amounts in thousands)
|
|
||||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
||||||||
Multi-family
|
$
|
158,018
|
|
|
$
|
1,497,115
|
|
|
$
|
1,847,248
|
|
|
$
|
3,502,381
|
|
Commercial and industrial (including owner occupied commercial real estate)
|
124,287
|
|
|
926,263
|
|
|
583,268
|
|
|
1,633,818
|
|
||||
Commercial real estate non-owner occupied
|
120,869
|
|
|
680,634
|
|
|
417,216
|
|
|
1,218,719
|
|
||||
Construction
|
—
|
|
|
19,083
|
|
|
66,310
|
|
|
85,393
|
|
||||
Total commercial loans
|
$
|
403,174
|
|
|
$
|
3,123,095
|
|
|
$
|
2,914,042
|
|
|
$
|
6,440,311
|
|
Amount of such loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined rates
|
$
|
276,724
|
|
|
$
|
2,317,200
|
|
|
$
|
575,850
|
|
|
$
|
3,169,774
|
|
Floating or adjustable rates
|
126,450
|
|
|
805,895
|
|
|
2,338,192
|
|
|
3,270,537
|
|
||||
Total commercial loans
|
$
|
403,174
|
|
|
$
|
3,123,095
|
|
|
$
|
2,914,042
|
|
|
$
|
6,440,311
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
Beginning Balance
|
$
|
37,315
|
|
|
$
|
35,647
|
|
|
$
|
30,932
|
|
|
$
|
23,998
|
|
|
$
|
25,837
|
|
Loan charge-offs (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction
|
—
|
|
|
—
|
|
|
1,064
|
|
|
895
|
|
|
2,096
|
|
|||||
Commercial and industrial (2)
|
4,888
|
|
|
2,947
|
|
|
11,709
|
|
|
1,637
|
|
|
1,387
|
|
|||||
Commercial real estate (3)
|
486
|
|
|
140
|
|
|
327
|
|
|
1,715
|
|
|
3,358
|
|
|||||
Residential real estate
|
415
|
|
|
493
|
|
|
276
|
|
|
667
|
|
|
410
|
|
|||||
Other consumer
|
1,338
|
|
|
825
|
|
|
36
|
|
|
33
|
|
|
87
|
|
|||||
Total Loan Charge-offs
|
7,127
|
|
|
4,405
|
|
|
13,412
|
|
|
4,947
|
|
|
7,338
|
|
|||||
Loan recoveries (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction
|
164
|
|
|
1,854
|
|
|
204
|
|
|
13
|
|
|
—
|
|
|||||
Commercial and industrial (2)
|
685
|
|
|
381
|
|
|
562
|
|
|
736
|
|
|
391
|
|
|||||
Commercial real estate (3)
|
—
|
|
|
130
|
|
|
|
|
801
|
|
|
42
|
|
||||||
Residential real estate
|
72
|
|
|
367
|
|
|
575
|
|
|
265
|
|
|
2
|
|
|||||
Other consumer
|
138
|
|
|
11
|
|
|
92
|
|
|
8
|
|
|
9
|
|
|||||
Total Recoveries
|
1,059
|
|
|
2,743
|
|
|
1,433
|
|
|
1,823
|
|
|
444
|
|
|||||
Total net charge-offs
|
6,068
|
|
|
1,662
|
|
|
11,979
|
|
|
3,124
|
|
|
6,894
|
|
|||||
Provision for loan losses (4)
|
6,768
|
|
|
3,330
|
|
|
16,694
|
|
|
10,058
|
|
|
5,055
|
|
|||||
Ending Balance
|
$
|
38,015
|
|
|
$
|
37,315
|
|
|
$
|
35,647
|
|
|
$
|
30,932
|
|
|
$
|
23,998
|
|
Net charge-offs as a percentage of average loans receivable
|
0.09
|
%
|
|
0.03
|
%
|
|
0.26
|
%
|
|
0.09
|
%
|
|
0.37
|
%
|
(1)
|
Charge-offs and recoveries on purchased credit-impaired loans that are accounted for in pools are recognized on a net basis when the pool matures.
|
(2)
|
Includes owner occupied commercial real estate loans for 2017, 2016, 2015 and 2014.
|
(3)
|
Includes non-owner occupied commercial real estate loans for 2017, 2016, 2015 and 2014. For 2013, includes owner occupied and non-owner occupied commercial real estate loans.
|
(4)
|
The provision amounts exclude the (cost)/benefit of the FDIC loss sharing arrangements of $0.3 million, $(3.9) million, $(4.7) million and $2.8 million, for the years ended December 31, 2016, 2015, 2014 and 2013, respectively.
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||
|
Allowance
for loan
losses
|
|
Percent of loans in each category to total loans
|
|
Allowance
for loan
losses
|
|
Percent of loans in each category to total loans
|
|
Allowance
for loan
losses
|
|
Percent of loans in each category to total loans
|
|
Allowance
for loan losses |
|
Percent of loans in each category to total loans
|
|
Allowance
for loan losses |
|
Percent of loans in each category to total loans
|
|||||||||||||||
(amounts in thousands)
|
|
|||||||||||||||||||||||||||||||||
Multi-family
|
$
|
12,168
|
|
|
51.7
|
%
|
|
$
|
11,602
|
|
|
52.2
|
%
|
|
$
|
12,016
|
|
|
53.4
|
%
|
|
$
|
8,493
|
|
|
51.2
|
%
|
|
$
|
4,227
|
|
|
43.1
|
%
|
Commercial and industrial (a)
|
14,150
|
|
|
24.1
|
%
|
|
13,233
|
|
|
22.5
|
%
|
|
10,212
|
|
|
20.4
|
%
|
|
9,120
|
|
|
18.2
|
%
|
|
2,674
|
|
|
12.0
|
%
|
|||||
Commercial real estate (b)
|
7,437
|
|
|
18.0
|
%
|
|
7,894
|
|
|
19.4
|
%
|
|
8,420
|
|
|
17.5
|
%
|
|
9,198
|
|
|
19.5
|
%
|
|
11,478
|
|
|
30.6
|
%
|
|||||
Construction
|
979
|
|
|
1.3
|
%
|
|
840
|
|
|
1.1
|
%
|
|
1,074
|
|
|
1.6
|
%
|
|
1,047
|
|
|
1.2
|
%
|
|
2,385
|
|
|
1.7
|
%
|
|||||
Total Commercial Loans
|
34,734
|
|
|
95.2
|
%
|
|
33,569
|
|
|
95.1
|
%
|
|
31,722
|
|
|
92.9
|
%
|
|
27,858
|
|
|
90.1
|
%
|
|
20,764
|
|
|
87.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Residential real estate
|
2,929
|
|
|
3.5
|
%
|
|
3,342
|
|
|
3.1
|
%
|
|
3,298
|
|
|
5.0
|
%
|
|
2,698
|
|
|
6.9
|
%
|
|
2,490
|
|
|
6.6
|
%
|
|||||
Manufactured housing
|
180
|
|
|
1.3
|
%
|
|
286
|
|
|
1.7
|
%
|
|
494
|
|
|
2.1
|
%
|
|
262
|
|
|
2.9
|
%
|
|
614
|
|
|
5.7
|
%
|
|||||
Other consumer
|
172
|
|
|
0.1
|
%
|
|
118
|
|
|
0.1
|
%
|
|
133
|
|
|
0.1
|
%
|
|
114
|
|
|
0.1
|
%
|
|
130
|
|
|
0.2
|
%
|
|||||
Total Consumer Loans
|
3,281
|
|
|
4.8
|
%
|
|
3,746
|
|
|
4.9
|
%
|
|
3,925
|
|
|
7.1
|
%
|
|
3,074
|
|
|
9.9
|
%
|
|
3,234
|
|
|
12.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans Receivable
|
$
|
38,015
|
|
|
100.0
|
%
|
|
$
|
37,315
|
|
|
100.0
|
%
|
|
$
|
35,647
|
|
|
100.0
|
%
|
|
$
|
30,932
|
|
|
100.0
|
%
|
|
$
|
23,998
|
|
|
100.0
|
%
|
Loan Type
|
Total Loans
|
|
Current
|
|
30-90
Days
|
|
Greater
than 90
Days
and
Accruing
|
|
Non-
accrual/
NPL (a)
|
|
OREO
(b)
|
|
NPA
(a)+(b)
|
|
NPL
to
Loan
Type
(%)
|
|
NPA
to
Loans +
OREO
(%)
|
||||||||||||||||
(amounts in thousands)
|
|
|
|
||||||||||||||||||||||||||||||
Originated Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Multi-Family
|
$
|
3,499,760
|
|
|
$
|
3,494,860
|
|
|
$
|
4,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
Commercial & Industrial (1)
|
1,546,109
|
|
|
1,527,528
|
|
|
103
|
|
|
—
|
|
|
18,478
|
|
|
667
|
|
|
19,145
|
|
|
1.20
|
%
|
|
1.24
|
%
|
|||||||
Commercial Real Estate Non-Owner Occupied
|
1,199,053
|
|
|
1,199,053
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|||||||
Residential
|
107,742
|
|
|
103,564
|
|
|
2,672
|
|
|
—
|
|
|
1,506
|
|
|
—
|
|
|
1,506
|
|
|
1.40
|
%
|
|
1.40
|
%
|
|||||||
Construction
|
85,393
|
|
|
85,393
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|||||||
Other Consumer
|
1,292
|
|
|
1,257
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
|||||||
Total Originated Loans (2)
|
6,439,349
|
|
|
6,411,655
|
|
|
7,710
|
|
|
—
|
|
|
19,984
|
|
|
667
|
|
|
20,651
|
|
|
0.31
|
%
|
|
0.32
|
%
|
|||||||
Loans Acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bank Acquisitions
|
149,400
|
|
|
140,465
|
|
|
3,517
|
|
|
946
|
|
|
4,472
|
|
|
782
|
|
|
5,254
|
|
|
2.99
|
%
|
|
3.50
|
%
|
|||||||
Loan Purchases
|
179,426
|
|
|
167,300
|
|
|
6,245
|
|
|
3,922
|
|
|
1,959
|
|
|
277
|
|
|
2,236
|
|
|
1.09
|
%
|
|
1.24
|
%
|
|||||||
Total Loans Acquired
|
328,826
|
|
|
307,765
|
|
|
9,762
|
|
|
4,868
|
|
|
6,431
|
|
|
1,059
|
|
|
7,490
|
|
|
1.96
|
%
|
|
2.27
|
%
|
|||||||
Deferred costs and unamortized premiums, net
|
83
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||||
Loans Receivable
|
6,768,258
|
|
|
6,719,503
|
|
|
17,472
|
|
|
4,868
|
|
|
26,415
|
|
|
1,726
|
|
|
28,141
|
|
|
0.39
|
%
|
|
0.42
|
%
|
|||||||
Loans Receivable, Mortgage Warehouse, at Fair Value - As Restated
|
1,793,408
|
|
|
1,793,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||||
Total Loans Held for Sale - As Restated
|
146,077
|
|
|
146,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||||
Total Portfolio
|
$
|
8,707,743
|
|
|
$
|
8,658,988
|
|
|
$
|
17,472
|
|
|
$
|
4,868
|
|
|
$
|
26,415
|
|
|
$
|
1,726
|
|
|
$
|
28,141
|
|
|
0.30
|
%
|
|
0.32
|
%
|
(1)
|
Commercial & industrial loans, including owner occupied commercial real estate loans.
|
(2)
|
Does not include loans receivable, mortgage warehouse, at fair value.
|
Loan Type
|
Total Loans
|
|
NPL
|
|
ALLL
|
|
Cash
Reserve
|
|
Total
Credit
Reserves
|
|
Reserves
to Loans
(%)
|
|
Reserves
to NPLs
(%)
|
||||||||||||
(amounts in thousands)
|
|
||||||||||||||||||||||||
Originated Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Multi-Family
|
$
|
3,499,760
|
|
|
$
|
—
|
|
|
$
|
12,169
|
|
|
$
|
—
|
|
|
$
|
12,169
|
|
|
0.35
|
%
|
|
—
|
%
|
Commercial & Industrial (1)
|
1,546,109
|
|
|
18,478
|
|
|
13,369
|
|
|
—
|
|
|
13,369
|
|
|
0.86
|
%
|
|
72.35
|
%
|
|||||
Commercial Real Estate
|
1,199,053
|
|
|
—
|
|
|
4,564
|
|
|
—
|
|
|
4,564
|
|
|
0.38
|
%
|
|
—
|
%
|
|||||
Residential
|
107,742
|
|
|
1,506
|
|
|
2,119
|
|
|
—
|
|
|
2,119
|
|
|
1.97
|
%
|
|
140.70
|
%
|
|||||
Construction
|
85,393
|
|
|
—
|
|
|
979
|
|
|
—
|
|
|
979
|
|
|
1.15
|
%
|
|
—
|
%
|
|||||
Other Consumer
|
1,292
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
77
|
|
|
5.96
|
%
|
|
—
|
%
|
|||||
Total Originated Loans (2)
|
6,439,349
|
|
|
19,984
|
|
|
33,277
|
|
|
—
|
|
|
33,277
|
|
|
0.52
|
%
|
|
166.52
|
%
|
|||||
Loans Acquired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Bank Acquisitions
|
149,400
|
|
|
4,472
|
|
|
4,558
|
|
|
—
|
|
|
4,558
|
|
|
3.05
|
%
|
|
101.92
|
%
|
|||||
Loan Purchases
|
179,426
|
|
|
1,959
|
|
|
180
|
|
|
645
|
|
|
825
|
|
|
0.46
|
%
|
|
42.11
|
%
|
|||||
Total Loans Acquired
|
328,826
|
|
|
6,431
|
|
|
4,738
|
|
|
645
|
|
|
5,383
|
|
|
1.64
|
%
|
|
83.70
|
%
|
|||||
Deferred costs and unamortized premiums, net
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Loans Receivable
|
6,768,258
|
|
|
26,415
|
|
|
38,015
|
|
|
645
|
|
|
38,660
|
|
|
0.57
|
%
|
|
146.36
|
%
|
|||||
Loans Receivable, Mortgage Warehouse, at Fair Value - As Restated
|
1,793,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Total Loans Held for Sale - As Restated
|
146,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Total Portfolio
|
$
|
8,707,743
|
|
|
$
|
26,415
|
|
|
$
|
38,015
|
|
|
$
|
645
|
|
|
$
|
38,660
|
|
|
0.44
|
%
|
|
146.36
|
%
|
(1)
|
Commercial & industrial loans, including owner occupied commercial real estate loans.
|
(2)
|
Does not include loans receivable, mortgage warehouse, at fair value.
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
Loans 90+ days delinquent still accruing (1)
|
$
|
2,743
|
|
|
$
|
2,813
|
|
|
$
|
2,805
|
|
|
$
|
4,388
|
|
|
$
|
3,772
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-accrual loans
|
$
|
26,415
|
|
|
$
|
17,792
|
|
|
$
|
10,771
|
|
|
$
|
11,733
|
|
|
$
|
19,163
|
|
OREO
|
1,726
|
|
|
3,108
|
|
|
5,057
|
|
|
15,371
|
|
|
12,265
|
|
|||||
Total non-performing assets
|
$
|
28,141
|
|
|
$
|
20,900
|
|
|
$
|
15,828
|
|
|
$
|
27,104
|
|
|
$
|
31,428
|
|
(1)
|
Excludes purchased credit-impaired loans.
|
|
December 31,
|
|||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
Non-accrual loans to loans receivable (1)
|
0.39
|
%
|
|
0.29
|
%
|
|
0.20
|
%
|
|
0.27
|
%
|
|
0.78
|
%
|
Non-accrual loans to total loans
|
0.30
|
%
|
|
0.22
|
%
|
|
0.15
|
%
|
|
0.20
|
%
|
|
0.60
|
%
|
Non-performing assets to total assets
|
0.29
|
%
|
|
0.22
|
%
|
|
0.19
|
%
|
|
0.40
|
%
|
|
0.76
|
%
|
Non-accrual loans and loans 90+ days delinquent to total assets
|
0.30
|
%
|
|
0.22
|
%
|
|
0.16
|
%
|
|
0.24
|
%
|
|
0.55
|
%
|
Allowance for loan losses to:
|
|
|
|
|
|
|
|
|
|
|||||
Loans receivable (1)
|
0.56
|
%
|
|
0.61
|
%
|
|
0.65
|
%
|
|
0.72
|
%
|
|
0.97
|
%
|
Non-accrual loans
|
143.91
|
%
|
|
209.73
|
%
|
|
330.95
|
%
|
|
263.63
|
%
|
|
125.23
|
%
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
Commercial and industrial (1)
|
$
|
17,392
|
|
|
$
|
8,443
|
|
|
$
|
1,973
|
|
|
$
|
2,513
|
|
|
$
|
125
|
|
Commercial real estate (2)
|
1,453
|
|
|
2,039
|
|
|
2,700
|
|
|
2,514
|
|
|
11,615
|
|
|||||
Commercial real estate non-owner occupied
|
160
|
|
|
2,057
|
|
|
1,307
|
|
|
1,460
|
|
|
—
|
|
|||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
2,325
|
|
|
5,431
|
|
|||||
Residential real estate
|
5,420
|
|
|
2,959
|
|
|
2,202
|
|
|
1,855
|
|
|
1,533
|
|
|||||
Manufactured housing
|
1,959
|
|
|
2,236
|
|
|
2,449
|
|
|
931
|
|
|
459
|
|
|||||
Other consumer
|
31
|
|
|
58
|
|
|
140
|
|
|
135
|
|
|
—
|
|
|||||
Total non-performing loans
|
$
|
26,415
|
|
|
$
|
17,792
|
|
|
$
|
10,771
|
|
|
$
|
11,733
|
|
|
$
|
19,163
|
|
(1)
|
Includes owner occupied commercial real estate loans for 2017, 2016, 2015 and 2014.
|
(2)
|
Includes non-owner occupied commercial real estate loans for 2017, 2016, 2015 and 2014. For 2013, includes owner occupied and non-owner occupied commercial real estate loans.
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
||||||||||
Demand, non-interest bearing
|
$
|
1,052,115
|
|
|
$
|
966,058
|
|
|
$
|
653,679
|
|
Demand, interest bearing
|
523,848
|
|
|
339,398
|
|
|
127,215
|
|
|||
Savings, including MMDA
|
3,318,486
|
|
|
3,166,557
|
|
|
2,781,010
|
|
|||
Time, $100,000 and over
|
1,284,855
|
|
|
2,106,905
|
|
|
1,624,562
|
|
|||
Time, other
|
620,838
|
|
|
724,857
|
|
|
723,035
|
|
|||
Total deposits
|
$
|
6,800,142
|
|
|
$
|
7,303,775
|
|
|
$
|
5,909,501
|
|
|
For the Years ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Average
Balance
|
|
Average
Rate Paid
|
|
Average
Balance
|
|
Average
Rate Paid
|
|
Average
Balance
|
|
Average
Rate Paid
|
|||||||||
(amounts in thousands)
|
|
|||||||||||||||||||
Demand, non-interest bearing
|
$
|
1,187,324
|
|
|
0.00
|
%
|
|
$
|
873,599
|
|
|
0.00
|
%
|
|
$
|
692,159
|
|
|
0.00
|
%
|
Demand, interest-bearing
|
386,819
|
|
|
0.82
|
%
|
|
190,279
|
|
|
0.56
|
%
|
|
123,527
|
|
|
0.56
|
%
|
|||
Savings, including MMDA
|
3,379,844
|
|
|
1.02
|
%
|
|
3,124,262
|
|
|
0.62
|
%
|
|
2,449,778
|
|
|
0.52
|
%
|
|||
Time deposits
|
2,392,095
|
|
|
1.25
|
%
|
|
2,633,425
|
|
|
1.06
|
%
|
|
2,087,641
|
|
|
0.99
|
%
|
|||
Total
|
$
|
7,346,082
|
|
|
|
|
$
|
6,821,565
|
|
|
|
|
$
|
5,353,105
|
|
|
|
|
December 31, 2017
|
||
(amounts in thousands)
|
|
||
3 months or less
|
$
|
239,244
|
|
Over 3 through 6 months
|
527,449
|
|
|
Over 6 through 12 months
|
199,032
|
|
|
Over 12 months
|
319,130
|
|
|
Total
|
$
|
1,284,855
|
|
|
December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
(amounts in thousands)
|
|
|||||||||||||||||||
FHLB advances
|
$
|
1,611,860
|
|
|
1.47
|
%
|
|
$
|
688,800
|
|
|
0.85
|
%
|
|
$
|
1,365,300
|
|
|
0.48
|
%
|
Federal funds purchased
|
155,000
|
|
|
1.50
|
%
|
|
83,000
|
|
|
0.74
|
%
|
|
70,000
|
|
|
0.56
|
%
|
|||
Total short-term borrowings
|
$
|
1,766,860
|
|
|
|
|
$
|
771,800
|
|
|
|
|
$
|
1,435,300
|
|
|
|
•
|
net income of
$78.8 million
for the year ended
December 31, 2017
;
|
•
|
other comprehensive income of
$4.5 million
for the year ended
December 31, 2017
, arising primarily from unrealized gains on available-for-sale securities and cash flow hedges; and
|
•
|
share-based compensation expense of
$6.1 million
for the year ended
December 31, 2017
.
|
•
|
preferred stock dividends of
$14.5 million
for the year ended
December 31, 2017
; and
|
•
|
issuance of common stock under share-based compensation arrangements of
$11.0 million
for the year ended
December 31, 2017
.
|
•
|
net income of
$78.7 million
for the year ended
December 31, 2016
;
|
•
|
other comprehensive income of
$3.1 million
for the year ended
December 31, 2016
, arising primarily from unrealized gains on available-for-sale securities;
|
•
|
share-based compensation expense of
$6.2 million
for the year ended
December 31, 2016
;
|
•
|
issuance of
6,700,000
shares of preferred stock, resulting in an increases to shareholders' equity of
$161.9 million
; and
|
•
|
issuance of
2,641,677
shares of common stock, resulting in an increases to shareholders' equity of
$64.0 million
.
|
•
|
preferred stock dividends of
$9.5 million
for the year ended
December 31, 2016
; and
|
•
|
issuance of common stock under share-based compensation arrangements of
$4.0 million
for the year ended
December 31, 2016
.
|
•
|
The origination of mortgage warehouse loans totaled
$30.1 billion
for the year ended
December 31, 2017
, compared to
$36.1 billion
for the year ended
December 31, 2016
.
|
•
|
Purchases of investment securities available for sale totaled
$796.6 million
for the year ended December 31, 2017, compared to
$5.0 million
for the year ended
December 31, 2016
|
•
|
Cash flows used to fund new loans held for investment totaled
$960.4 million
and
$795.0 million
for the years ended
December 31, 2017
and
2016
, respectively.
|
•
|
Cash flows used to purchase loans totaled
$262.6 million
for the year ended
December 31, 2017
. There were no such cash flows used to purchase loans for the year ended
December 31, 2016
.
|
•
|
Purchases of bank owned life insurance policies were
$90.0 million
for the year ended
December 31, 2017
. There were no such purchases of bank owned life insurance policies for the year ended
December 31, 2016
.
|
•
|
Net purchases of FHLB, Federal Reserve Bank, and other restricted stock totaled
$37.5 million
for the year ended
December 31, 2017
.
|
•
|
Purchases of leased assets under operating leases were
$22.2 million
for the year ended
December 31, 2017
. There were no such purchases of leased assets under operating leases for the year ended
December 31, 2016
.
|
•
|
Proceeds from repayment of mortgage warehouse loans totaled
$30.4 billion
for the year ended
December 31, 2017
, compared to
$35.7 billion
for the year ended
December 31, 2016
.
|
•
|
Proceeds from maturities, calls and principal payments of securities available for sale totaled
$48.1 million
for the year ended
December 31, 2017
, compared to
$64.7 million
for the year ended
December 31, 2016
.
|
•
|
Proceeds from sales of investment securities available for sale amounted to
$769.2 million
for the year ended
December 31, 2017
, compared to
$2.9 million
for the year ended
December 31, 2016
.
|
•
|
Proceeds from the sale of loans held for investment totaled
$462.5 million
for the year ended
December 31, 2017
, compared to
$133.1 million
for the year ended
December 31, 2016
.
|
•
|
$5.1 million declared on January 20, 2016, and paid on March 10, 2016;
|
•
|
$6.0 million declared on April 27, 2016, and paid on June 27, 2016;
|
•
|
$6.5 million declared on July 27, 2016, and paid on September 12, 2016;
|
•
|
$7.8 million declared on October 26, 2016, and paid on December 12, 2016;
|
•
|
$7.8 million declared on January 25, 2017, and paid on March 13, 2017;
|
•
|
$7.8 million declared on April 26, 2017, and paid on June 12, 2017;
|
•
|
$11.3 million declared on July 26, 2017, and paid on September 11, 2017;
|
•
|
$11.3 million declared on October 25, 2017, and paid on December 11, 2017; and
|
•
|
$11.3 million declared on January 24, 2018, and payable on March 10, 2018.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
(amounts in thousands)
|
|
||||||
Commitments to fund loans
|
$
|
333,874
|
|
|
$
|
244,784
|
|
Unfunded commitments to fund mortgage warehouse loans
|
1,567,139
|
|
|
1,230,596
|
|
||
Unfunded commitments under lines of credit
|
485,345
|
|
|
480,446
|
|
||
Letters of credit
|
39,890
|
|
|
40,223
|
|
||
Other unused commitments
|
6,679
|
|
|
5,310
|
|
|
Total
|
|
Within one
year
|
|
After one but
within three years
|
|
After three but
within five years
|
|
More than
five years
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
Operating leases
|
$
|
27,557
|
|
|
$
|
5,499
|
|
|
$
|
9,029
|
|
|
$
|
6,598
|
|
|
$
|
6,431
|
|
Benefit plan commitments
|
4,500
|
|
|
300
|
|
|
600
|
|
|
600
|
|
|
3,000
|
|
|||||
Contractual maturities of time deposits
|
1,905,693
|
|
|
1,453,519
|
|
|
340,623
|
|
|
111,442
|
|
|
109
|
|
|||||
Subordinated notes
|
110,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,000
|
|
|||||
Interest on subordinated notes
|
77,406
|
|
|
6,738
|
|
|
13,475
|
|
|
13,475
|
|
|
43,718
|
|
|||||
Loan commitments
|
2,386,358
|
|
|
1,964,040
|
|
|
87,891
|
|
|
86,392
|
|
|
248,035
|
|
|||||
Senior notes
|
188,250
|
|
|
63,250
|
|
|
25,000
|
|
|
100,000
|
|
|
—
|
|
|||||
Interest on senior notes
|
21,848
|
|
|
7,458
|
|
|
8,465
|
|
|
5,925
|
|
|
—
|
|
|||||
Other commitments (1)
|
6,679
|
|
|
—
|
|
|
6,679
|
|
|
—
|
|
|
—
|
|
|||||
Standby letters of credit
|
39,890
|
|
|
34,935
|
|
|
3,286
|
|
|
1,669
|
|
|
—
|
|
|||||
Total
|
$
|
4,768,181
|
|
|
$
|
3,535,739
|
|
|
$
|
495,048
|
|
|
$
|
326,101
|
|
|
$
|
411,293
|
|
(1)
|
Represents commitments funding in approximately one-to-three years that are subject to unscheduled requests for payment.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(As Restated)
|
|
(As Restated)
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
20,388
|
|
|
$
|
37,485
|
|
Interest earning deposits
|
125,935
|
|
|
227,224
|
|
||
Cash and cash equivalents
|
146,323
|
|
|
264,709
|
|
||
Investment securities available for sale, at fair value
|
471,371
|
|
|
493,474
|
|
||
Loans held for sale (includes $1,886 and $695, respectively at fair value)
|
146,077
|
|
|
695
|
|
||
Loans receivable, mortgage warehouse, at fair value
|
1,793,408
|
|
|
2,116,815
|
|
||
Loans receivable
|
6,768,258
|
|
|
6,154,637
|
|
||
Allowance for loan losses
|
(38,015
|
)
|
|
(37,315
|
)
|
||
Total loans receivable, net of allowance for loan losses
|
8,523,651
|
|
|
8,234,137
|
|
||
FHLB, Federal Reserve Bank, and other restricted stock
|
105,918
|
|
|
68,408
|
|
||
Accrued interest receivable
|
27,021
|
|
|
23,690
|
|
||
Bank premises and equipment, net
|
11,955
|
|
|
12,769
|
|
||
Bank-owned life insurance
|
257,720
|
|
|
161,494
|
|
||
Other real estate owned
|
1,726
|
|
|
3,108
|
|
||
Goodwill and other intangibles
|
16,295
|
|
|
17,621
|
|
||
Other assets
|
131,498
|
|
|
102,631
|
|
||
Total assets
|
$
|
9,839,555
|
|
|
$
|
9,382,736
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Demand, non-interest bearing
|
$
|
1,052,115
|
|
|
$
|
966,058
|
|
Interest bearing
|
5,748,027
|
|
|
6,337,717
|
|
||
Total deposits
|
6,800,142
|
|
|
7,303,775
|
|
||
Federal funds purchased
|
155,000
|
|
|
83,000
|
|
||
FHLB advances
|
1,611,860
|
|
|
868,800
|
|
||
Other borrowings
|
186,497
|
|
|
87,123
|
|
||
Subordinated debt
|
108,880
|
|
|
108,783
|
|
||
Accrued interest payable and other liabilities
|
56,212
|
|
|
75,383
|
|
||
Total liabilities
|
8,918,591
|
|
|
8,526,864
|
|
||
Commitments and contingencies (NOTE 18)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, par value $1.00 per share; liquidation preference $25.00 per share; 100,000,000 shares authorized, 9,000,000 shares issued and outstanding as of December 31, 2017 and 2016
|
217,471
|
|
|
217,471
|
|
||
Common stock, par value $1.00 per share; 200,000,000 shares authorized; 31,912,763 and 30,820,177 shares issued as of December 31, 2017 and 2016; 31,382,503 and 30,289,917 shares outstanding as of December 31, 2017 and 2016
|
31,913
|
|
|
30,820
|
|
||
Additional paid in capital
|
422,096
|
|
|
427,008
|
|
||
Retained earnings
|
258,076
|
|
|
193,698
|
|
||
Accumulated other comprehensive loss, net
|
(359
|
)
|
|
(4,892
|
)
|
||
Treasury stock, at cost (530,260 shares as of December 31, 2017 and 2016)
|
(8,233
|
)
|
|
(8,233
|
)
|
||
Total shareholders’ equity
|
920,964
|
|
|
855,872
|
|
||
Total liabilities and shareholders’ equity
|
$
|
9,839,555
|
|
|
$
|
9,382,736
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Loans
|
$
|
339,936
|
|
|
$
|
302,818
|
|
|
$
|
233,833
|
|
Investment securities
|
25,153
|
|
|
14,293
|
|
|
10,405
|
|
|||
Other
|
7,761
|
|
|
5,428
|
|
|
5,612
|
|
|||
Total interest income
|
372,850
|
|
|
322,539
|
|
|
249,850
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Deposits
|
67,582
|
|
|
48,268
|
|
|
33,982
|
|
|||
Other borrowings
|
10,056
|
|
|
6,438
|
|
|
6,096
|
|
|||
FHLB advances
|
21,130
|
|
|
11,597
|
|
|
6,743
|
|
|||
Subordinated debt
|
6,739
|
|
|
6,739
|
|
|
6,739
|
|
|||
Total interest expense
|
105,507
|
|
|
73,042
|
|
|
53,560
|
|
|||
Net interest income
|
267,343
|
|
|
249,497
|
|
|
196,290
|
|
|||
Provision for loan losses
|
6,768
|
|
|
3,041
|
|
|
20,566
|
|
|||
Net interest income after provision for loan losses
|
260,575
|
|
|
246,456
|
|
|
175,724
|
|
|||
Non-interest income:
|
|
|
|
|
|
||||||
Interchange and card revenue
|
41,509
|
|
|
24,681
|
|
|
557
|
|
|||
Deposit fees
|
10,039
|
|
|
8,067
|
|
|
944
|
|
|||
Mortgage warehouse transactional fees
|
9,345
|
|
|
11,547
|
|
|
10,394
|
|
|||
Gain (loss) on sale of investment securities
|
8,800
|
|
|
25
|
|
|
(85
|
)
|
|||
Bank-owned life insurance
|
7,219
|
|
|
4,736
|
|
|
7,006
|
|
|||
Gains on sale of SBA and other loans
|
4,223
|
|
|
3,685
|
|
|
4,047
|
|
|||
Mortgage banking income
|
875
|
|
|
969
|
|
|
741
|
|
|||
Impairment loss on investment securities
|
(12,934
|
)
|
|
(7,262
|
)
|
|
—
|
|
|||
Other
|
9,834
|
|
|
9,922
|
|
|
4,113
|
|
|||
Total non-interest income
|
78,910
|
|
|
56,370
|
|
|
27,717
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
95,518
|
|
|
80,641
|
|
|
58,777
|
|
|||
Technology, communication and bank operations
|
45,885
|
|
|
26,839
|
|
|
10,596
|
|
|||
Professional services
|
28,051
|
|
|
20,684
|
|
|
11,042
|
|
|||
Occupancy
|
11,161
|
|
|
10,327
|
|
|
8,668
|
|
|||
FDIC assessments, non-income taxes, and regulatory fees
|
7,906
|
|
|
13,097
|
|
|
10,728
|
|
|||
Provision for operating losses
|
6,435
|
|
|
3,517
|
|
|
140
|
|
|||
Loan workout
|
2,366
|
|
|
2,063
|
|
|
1,127
|
|
|||
Advertising and promotion
|
1,470
|
|
|
1,549
|
|
|
1,475
|
|
|||
Other real estate owned
|
570
|
|
|
1,953
|
|
|
2,516
|
|
|||
Merger and acquisition related expenses
|
410
|
|
|
1,195
|
|
|
—
|
|
|||
Other
|
15,834
|
|
|
16,366
|
|
|
9,877
|
|
|||
Total non-interest expense
|
215,606
|
|
|
178,231
|
|
|
114,946
|
|
|||
Income before income tax expense
|
123,879
|
|
|
124,595
|
|
|
88,495
|
|
|||
Income tax expense
|
45,042
|
|
|
45,893
|
|
|
29,912
|
|
|||
Net income
|
78,837
|
|
|
78,702
|
|
|
58,583
|
|
|||
Preferred stock dividends
|
14,459
|
|
|
9,515
|
|
|
2,493
|
|
|||
Net income available to common shareholders
|
$
|
64,378
|
|
|
$
|
69,187
|
|
|
$
|
56,090
|
|
Basic earnings per common share
|
$
|
2.10
|
|
|
$
|
2.51
|
|
|
$
|
2.09
|
|
Diluted earnings per common share
|
$
|
1.97
|
|
|
$
|
2.31
|
|
|
$
|
1.96
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
78,837
|
|
|
$
|
78,702
|
|
|
$
|
58,583
|
|
Unrealized gains (losses) on available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
12,266
|
|
|
(3,335
|
)
|
|
(10,140
|
)
|
|||
Income tax effect
|
(4,378
|
)
|
|
1,317
|
|
|
3,759
|
|
|||
Reclassification adjustments for (gains) losses included in net income
|
(8,800
|
)
|
|
7,237
|
|
|
85
|
|
|||
Income tax effect
|
3,432
|
|
|
(2,714
|
)
|
|
(32
|
)
|
|||
Net unrealized gains (losses) on available-for-sale securities
|
2,520
|
|
|
2,505
|
|
|
(6,328
|
)
|
|||
Unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
666
|
|
|
(1,093
|
)
|
|
(2,532
|
)
|
|||
Income tax effect
|
(260
|
)
|
|
464
|
|
|
998
|
|
|||
Reclassification adjustment for losses included in net income
|
2,634
|
|
|
1,946
|
|
|
—
|
|
|||
Income tax effect
|
(1,027
|
)
|
|
(730
|
)
|
|
—
|
|
|||
Net unrealized gains (losses) on cash flow hedges
|
2,013
|
|
|
587
|
|
|
(1,534
|
)
|
|||
Other comprehensive income (loss), net of income tax effect
|
4,533
|
|
|
3,092
|
|
|
(7,862
|
)
|
|||
Comprehensive income
|
$
|
83,370
|
|
|
$
|
81,794
|
|
|
$
|
50,721
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Shares of Preferred Stock Outstanding
|
|
Preferred Stock
|
|
Shares of
Common
Stock Outstanding
|
|
Common
Stock
|
|
Additional
Paid in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||||
Balance, December 31, 2014
|
—
|
|
|
$
|
—
|
|
|
26,745,529
|
|
|
$
|
27,278
|
|
|
$
|
355,822
|
|
|
$
|
68,421
|
|
|
$
|
(122
|
)
|
|
$
|
(8,254
|
)
|
|
$
|
443,145
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,583
|
|
|
—
|
|
|
—
|
|
|
58,583
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,862
|
)
|
|
—
|
|
|
(7,862
|
)
|
|||||||
Issuance of preferred stock, net of offering costs of $1,931
|
2,300,000
|
|
|
55,569
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,569
|
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,493
|
)
|
|
—
|
|
|
—
|
|
|
(2,493
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,862
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,862
|
|
|||||||
Exercise of warrants
|
—
|
|
|
—
|
|
|
7,611
|
|
|
8
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|||||||
Issuance of common stock under share-based-compensation arrangements
|
—
|
|
|
—
|
|
|
148,661
|
|
|
146
|
|
|
1,833
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
2,000
|
|
|||||||
Balance, December 31, 2015
|
2,300,000
|
|
|
55,569
|
|
|
26,901,801
|
|
|
27,432
|
|
|
362,607
|
|
|
124,511
|
|
|
(7,984
|
)
|
|
(8,233
|
)
|
|
553,902
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,702
|
|
|
—
|
|
|
—
|
|
|
78,702
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,092
|
|
|
—
|
|
|
3,092
|
|
|||||||
Issuance of common stock, net of offering costs of $2,238
|
—
|
|
|
—
|
|
|
2,641,677
|
|
|
2,642
|
|
|
61,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,031
|
|
|||||||
Issuance of preferred stock, net of offering costs of $5,598
|
6,700,000
|
|
|
161,902
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161,902
|
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,515
|
)
|
|
—
|
|
|
—
|
|
|
(9,515
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,189
|
|
|||||||
Exercise of warrants
|
—
|
|
|
—
|
|
|
345,414
|
|
|
345
|
|
|
1,186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,531
|
|
|||||||
Issuance of common stock under share-based-compensation arrangements
|
—
|
|
|
—
|
|
|
401,025
|
|
|
401
|
|
|
(4,363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,962
|
)
|
|||||||
Balance, December 31, 2016
|
9,000,000
|
|
|
217,471
|
|
|
30,289,917
|
|
|
30,820
|
|
|
427,008
|
|
|
193,698
|
|
|
(4,892
|
)
|
|
(8,233
|
)
|
|
855,872
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78,837
|
|
|
—
|
|
|
—
|
|
|
78,837
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,533
|
|
|
—
|
|
|
4,533
|
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,459
|
)
|
|
—
|
|
|
—
|
|
|
(14,459
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,088
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,088
|
|
|||||||
Exercise of warrants
|
—
|
|
|
—
|
|
|
74,161
|
|
|
74
|
|
|
985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
|||||||
Issuance of common stock under share-based-compensation arrangements
|
—
|
|
|
—
|
|
|
1,018,425
|
|
|
1,019
|
|
|
(11,985
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,966
|
)
|
|||||||
Balance, December 31, 2017
|
9,000,000
|
|
|
$
|
217,471
|
|
|
31,382,503
|
|
|
$
|
31,913
|
|
|
$
|
422,096
|
|
|
$
|
258,076
|
|
|
$
|
(359
|
)
|
|
$
|
(8,233
|
)
|
|
$
|
920,964
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(As Restated)
|
|
(As Restated)
|
|
(As Restated)
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
78,837
|
|
|
$
|
78,702
|
|
|
$
|
58,583
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses, net of change to FDIC receivable and clawback liability
|
6,768
|
|
|
3,041
|
|
|
20,566
|
|
|||
Depreciation and amortization
|
10,801
|
|
|
5,897
|
|
|
3,998
|
|
|||
Share-based compensation expense
|
7,167
|
|
|
7,069
|
|
|
5,661
|
|
|||
Deferred taxes
|
14,820
|
|
|
(2,579
|
)
|
|
(10,092
|
)
|
|||
Net amortization of investment securities premiums and discounts
|
702
|
|
|
891
|
|
|
858
|
|
|||
(Gain) loss on sale of investment securities
|
(8,800
|
)
|
|
(25
|
)
|
|
85
|
|
|||
Impairment loss on investment securities
|
12,934
|
|
|
7,262
|
|
|
—
|
|
|||
Gain on sale of SBA and other loans
|
(4,898
|
)
|
|
(3,685
|
)
|
|
(4,479
|
)
|
|||
Origination of loans held for sale
|
(41,172
|
)
|
|
(39,750
|
)
|
|
(39,257
|
)
|
|||
Proceeds from the sale of loans held for sale
|
40,656
|
|
|
42,772
|
|
|
40,815
|
|
|||
Decrease (increase) in FDIC loss sharing receivable net of clawback liability
|
—
|
|
|
255
|
|
|
(2,430
|
)
|
|||
Amortization of fair value discounts and premiums
|
88
|
|
|
405
|
|
|
832
|
|
|||
Net loss on sales of other real estate owned
|
154
|
|
|
130
|
|
|
761
|
|
|||
Valuation and other adjustments to other real estate owned, net of FDIC receivable
|
298
|
|
|
1,473
|
|
|
992
|
|
|||
Earnings on investment in bank-owned life insurance
|
(7,219
|
)
|
|
(4,736
|
)
|
|
(7,006
|
)
|
|||
Increase in accrued interest receivable and other assets
|
(32,256
|
)
|
|
(11,538
|
)
|
|
(12,024
|
)
|
|||
(Decrease) increase in accrued interest payable and other liabilities
|
(16,687
|
)
|
|
5,819
|
|
|
8,706
|
|
|||
Net Cash Provided by Operating Activities
|
62,193
|
|
|
91,403
|
|
|
66,569
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Purchases of investment securities available for sale
|
(796,594
|
)
|
|
(5,000
|
)
|
|
(231,703
|
)
|
|||
Proceeds from maturities, calls and principal repayments on investment securities available for sale
|
48,124
|
|
|
64,701
|
|
|
76,331
|
|
|||
Proceeds from sales of investment securities available for sale
|
769,203
|
|
|
2,852
|
|
|
806
|
|
|||
Origination of mortgage warehouse loans
|
(30,084,255
|
)
|
|
(36,091,174
|
)
|
|
(29,886,506
|
)
|
|||
Proceeds from repayments of mortgage warehouse loans
|
30,407,662
|
|
|
35,729,309
|
|
|
29,463,289
|
|
|||
Net increase in loans
|
(960,372
|
)
|
|
(794,954
|
)
|
|
(1,341,133
|
)
|
|||
Purchase of loans
|
(262,641
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of loans
|
462,518
|
|
|
133,104
|
|
|
248,060
|
|
|||
Purchases of bank-owned life insurance
|
(90,000
|
)
|
|
—
|
|
|
(15,000
|
)
|
|||
Proceeds from bank-owned life insurance
|
1,418
|
|
|
619
|
|
|
3,384
|
|
|||
Net (purchases of) proceeds from FHLB, Federal Reserve Bank, and other restricted stock
|
(37,510
|
)
|
|
22,433
|
|
|
(8,839
|
)
|
|||
(Payments to) reimbursements from the FDIC on loss sharing agreements
|
—
|
|
|
(2,049
|
)
|
|
3,917
|
|
|||
Purchases of leased assets under operating leases
|
(22,223
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of bank premises and equipment
|
(2,135
|
)
|
|
(5,426
|
)
|
|
(2,939
|
)
|
|||
Proceeds from sales of other real estate owned
|
1,680
|
|
|
1,051
|
|
|
8,890
|
|
|||
Acquisition of Disbursements business, net
|
—
|
|
|
(17,000
|
)
|
|
—
|
|
|||
Net Cash Used in Investing Activities
|
(565,125
|
)
|
|
(961,534
|
)
|
|
(1,681,443
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Net (decrease) increase in deposits
|
(503,633
|
)
|
|
1,394,276
|
|
|
1,376,985
|
|
|||
Net increase (decrease) in short-term borrowed funds from the FHLB
|
743,060
|
|
|
(831,500
|
)
|
|
(17,700
|
)
|
|||
Net increase in federal funds purchased
|
72,000
|
|
|
13,000
|
|
|
70,000
|
|
|||
Proceeds from long-term FHLB borrowings
|
—
|
|
|
75,000
|
|
|
25,000
|
|
|||
Proceeds from issuance of long-term debt
|
98,564
|
|
|
—
|
|
|
—
|
|
|||
Net proceeds from issuance of preferred stock
|
—
|
|
|
161,902
|
|
|
55,569
|
|
|||
Preferred stock dividends paid
|
(14,459
|
)
|
|
(9,051
|
)
|
|
(2,314
|
)
|
|||
Exercise of warrants
|
1,059
|
|
|
1,532
|
|
|
98
|
|
|||
Payment of employee taxes withheld from share-based awards
|
(14,761
|
)
|
|
(5,897
|
)
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
2,716
|
|
|
70,985
|
|
|
806
|
|
|||
Net Cash Provided by Financing Activities
|
384,546
|
|
|
870,247
|
|
|
1,508,444
|
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(118,386
|
)
|
|
116
|
|
|
(106,430
|
)
|
|||
Cash and Cash Equivalents – Beginning
|
264,709
|
|
|
264,593
|
|
|
371,023
|
|
|||
Cash and Cash Equivalents – Ending
|
$
|
146,323
|
|
|
$
|
264,709
|
|
|
$
|
264,593
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Supplementary Cash Flow Information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
101,575
|
|
|
$
|
71,216
|
|
|
$
|
51,313
|
|
Income taxes paid
|
40,282
|
|
|
57,251
|
|
|
38,734
|
|
|||
Non-cash Items:
|
|
|
|
|
|
||||||
Transfer of loans to other real estate owned
|
$
|
750
|
|
|
$
|
703
|
|
|
$
|
3,467
|
|
Transfer of loans from held for investment to held for sale
|
150,638
|
|
|
—
|
|
|
—
|
|
|||
Transfer of loans from held for sale to held for investment
|
—
|
|
|
25,118
|
|
|
30,365
|
|
|
December 31, 2016
As Previously Reported
|
|
Effect of Reclassification From Held For Sale to Held and Used
|
|
December 31, 2016
After Reclassification
|
||||||
(amounts in thousands)
|
|
|
|||||||||
ASSETS
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
244,709
|
|
|
$
|
20,000
|
|
|
$
|
264,709
|
|
Loans receivable
|
6,142,390
|
|
|
12,247
|
|
|
6,154,637
|
|
|||
Bank premises and equipment, net
|
12,259
|
|
|
510
|
|
|
12,769
|
|
|||
Goodwill and other intangibles
|
3,639
|
|
|
13,982
|
|
|
17,621
|
|
|||
Assets held for sale
|
79,271
|
|
|
(79,271
|
)
|
|
—
|
|
|||
Other assets
|
70,099
|
|
|
32,532
|
|
|
102,631
|
|
|||
LIABILITIES
|
|
|
|
|
|
||||||
Demand, non-interest bearing deposits
|
$
|
512,664
|
|
|
$
|
453,394
|
|
|
$
|
966,058
|
|
Interest-bearing deposits
|
6,334,316
|
|
|
3,401
|
|
|
6,337,717
|
|
|||
Non-interest bearing deposits held for sale
|
453,394
|
|
|
(453,394
|
)
|
|
—
|
|
|||
Other liabilities held for sale
|
31,403
|
|
|
(31,403
|
)
|
|
—
|
|
|||
Accrued interest payable and other liabilities
|
47,381
|
|
|
28,002
|
|
|
75,383
|
|
|||
|
|
|
|
|
|
|
Year Ended December 31, 2016
As Previously Reported
|
|
Effect of Reclassification From Discontinued Operations
|
|
Year Ended December 31, 2016
After Reclassification
|
||||||
(amounts in thousands)
|
|
|
|||||||||
Interest income
|
$
|
322,539
|
|
|
$
|
—
|
|
|
$
|
322,539
|
|
Interest expense
|
73,023
|
|
|
19
|
|
|
73,042
|
|
|||
Net interest income
|
249,516
|
|
|
(19
|
)
|
|
249,497
|
|
|||
Provision for loan losses
|
2,345
|
|
|
696
|
|
|
3,041
|
|
|||
Non-interest income
|
23,165
|
|
|
33,205
|
|
|
56,370
|
|
|||
Non-interest expenses
|
131,217
|
|
|
47,014
|
|
|
178,231
|
|
|||
Income from continuing operations before income taxes
|
139,119
|
|
|
(14,524
|
)
|
|
124,595
|
|
|||
Provision for income taxes
|
51,412
|
|
|
(5,519
|
)
|
|
45,893
|
|
|||
Net income from continuing operations
|
87,707
|
|
|
(9,005
|
)
|
|
78,702
|
|
|||
Loss from discontinued operations before income taxes
|
(14,524
|
)
|
|
14,524
|
|
|
—
|
|
|||
Income tax benefit from discontinued operations
|
(5,519
|
)
|
|
5,519
|
|
|
—
|
|
|||
Net loss from discontinued operations
|
(9,005
|
)
|
|
9,005
|
|
|
—
|
|
|||
Net income
|
78,702
|
|
|
—
|
|
|
78,702
|
|
|||
Preferred stock dividend
|
9,515
|
|
|
—
|
|
|
9,515
|
|
|||
Net income available to common shareholders
|
$
|
69,187
|
|
|
$
|
—
|
|
|
$
|
69,187
|
|
|
Year Ended December 31, 2015
As Previously Reported
|
|
Effect of Reclassification From Discontinued Operations
|
|
Year Ended December 31, 2015
After Reclassification
|
||||||
(amounts in thousands)
|
|
|
|||||||||
Interest income
|
$
|
249,850
|
|
|
$
|
—
|
|
|
$
|
249,850
|
|
Interest expense
|
53,551
|
|
|
9
|
|
|
53,560
|
|
|||
Net interest income
|
196,299
|
|
|
(9
|
)
|
|
196,290
|
|
|||
Provision for loan losses
|
20,566
|
|
|
—
|
|
|
20,566
|
|
|||
Non-interest income
|
27,572
|
|
|
145
|
|
|
27,717
|
|
|||
Non-interest expenses
|
107,568
|
|
|
7,378
|
|
|
114,946
|
|
|||
Income from continuing operations before income taxes
|
95,737
|
|
|
(7,242
|
)
|
|
88,495
|
|
|||
Provision for income taxes
|
32,664
|
|
|
(2,752
|
)
|
|
29,912
|
|
|||
Net income from continuing operations
|
63,073
|
|
|
(4,490
|
)
|
|
58,583
|
|
|||
Loss from discontinued operations before income taxes
|
(7,242
|
)
|
|
7,242
|
|
|
—
|
|
|||
Income tax benefit from discontinued operations
|
(2,752
|
)
|
|
2,752
|
|
|
—
|
|
|||
Net loss from discontinued operations
|
(4,490
|
)
|
|
4,490
|
|
|
—
|
|
|||
Net income
|
58,583
|
|
|
—
|
|
|
58,583
|
|
|||
Preferred stock dividend
|
2,493
|
|
|
—
|
|
|
2,493
|
|
|||
Net income available to common shareholders
|
$
|
56,090
|
|
|
$
|
—
|
|
|
$
|
56,090
|
|
|
December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
Consolidated Balance Sheet
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans held for sale
|
$
|
1,939,485
|
|
|
$
|
(1,793,408
|
)
|
|
$
|
146,077
|
|
|
$
|
2,117,510
|
|
|
$
|
(2,116,815
|
)
|
|
$
|
695
|
|
Loans receivable, mortgage warehouse, at fair value
|
—
|
|
|
1,793,408
|
|
|
1,793,408
|
|
|
—
|
|
|
2,116,815
|
|
|
2,116,815
|
|
||||||
Total loans receivable, net of allowance for loan losses
|
6,730,243
|
|
|
1,793,408
|
|
|
8,523,651
|
|
|
6,117,322
|
|
|
2,116,815
|
|
|
8,234,137
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||
Consolidated Statements of Cash Flows
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Origination of loans held for sale
|
$
|
(30,125,427
|
)
|
|
$
|
30,084,255
|
|
|
$
|
(41,172
|
)
|
|
$
|
(36,130,924
|
)
|
|
$
|
36,091,174
|
|
|
$
|
(39,750
|
)
|
|
$
|
(29,925,763
|
)
|
|
$
|
29,886,506
|
|
|
$
|
(39,257
|
)
|
Proceeds from the sale of loans held for sale
|
30,448,318
|
|
|
(30,407,662
|
)
|
|
40,656
|
|
|
35,772,081
|
|
|
(35,729,309
|
)
|
|
42,772
|
|
|
29,504,104
|
|
|
(29,463,289
|
)
|
|
40,815
|
|
|||||||||
Net Cash Provided by (Used in) Operating Activities
|
385,600
|
|
|
(323,407
|
)
|
|
62,193
|
|
|
(270,462
|
)
|
|
361,865
|
|
|
91,403
|
|
|
(356,648
|
)
|
|
423,217
|
|
|
66,569
|
|
|||||||||
Origination of mortgage warehouse loans
|
—
|
|
|
(30,084,255
|
)
|
|
(30,084,255
|
)
|
|
—
|
|
|
(36,091,174
|
)
|
|
(36,091,174
|
)
|
|
—
|
|
|
(29,886,506
|
)
|
|
(29,886,506
|
)
|
|||||||||
Proceeds from repayments of mortgage warehouse loans
|
—
|
|
|
30,407,662
|
|
|
30,407,662
|
|
|
—
|
|
|
35,729,309
|
|
|
35,729,309
|
|
|
—
|
|
|
29,463,289
|
|
|
29,463,289
|
|
|||||||||
Net Cash Used in Investing Activities
|
(888,532
|
)
|
|
323,407
|
|
|
(565,125
|
)
|
|
(599,669
|
)
|
|
(361,865
|
)
|
|
(961,534
|
)
|
|
(1,258,226
|
)
|
|
(423,217
|
)
|
|
(1,681,443
|
)
|
•
|
NOTE 8 - LOANS HELD FOR SALE;
|
•
|
NOTE 9 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES; and
|
•
|
NOTE 20 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS.
|
•
|
Loans held for sale,
|
•
|
Loans at fair value,
|
•
|
Loans receivable and
|
•
|
Purchased loans.
|
•
|
National, regional and local economic and business conditions, including review of changes in the unemployment rate;
|
•
|
Volume and severity of past-due loans, non-accrual loans and classified loans;
|
•
|
Lending policies and procedures, including underwriting standards and historically based loss/collection, charge-off and recovery practices;
|
•
|
Nature and volume of the portfolio;
|
•
|
Existence and effect of any credit concentrations and changes in the level of such concentrations;
|
•
|
Risk ratings;
|
•
|
Changes in the values of collateral for collateral dependent loans;
|
•
|
Changes in the quality of the loan review system;
|
•
|
Experience, ability and depth of lending management and staff; and
|
•
|
Other external factors, such as changes in the legal, regulatory or competitive environment.
|
•
|
Customers adopted ASU 2016-05,
Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships,
on a prospective basis. This ASU clarifies that a change in the counterparties to a derivative contract (i.e., a novation), in and of itself, does not require the dedesignation of a hedging relationship provided that all the other hedge accounting criteria continue to be met.
|
•
|
Customers also adopted ASU 2016-06,
Contingent Put and Call Options in Debt Instruments
. This ASU clarifies that a contingency of put or call exercise does not need to be evaluated to determine whether it relates to interest rates and credit risk in an embedded derivative analysis of hybrid financial instruments. In other words, a contingent put or call option embedded in a debt instrument would be evaluated for possible separate accounting as a derivative instrument without regard to the nature of the exercise contingency. However, as required under the existing accounting guidance, companies will still need to evaluate the other relevant embedded derivative guidance, such as whether the payoff from the contingent put or call option is adjusted based on changes in an index other than interest rates or credit risk, and whether the debt involves a substantial premium or discount. The adoption did not result in any significant impact to Customers’ consolidated financial statements that would warrant the application on a modified retrospective basis.
|
•
|
Customers also adopted ASU 2016-07,
Simplifying the Transition to the Equity Method of Accounting,
on a prospective basis. This ASU eliminates the requirement for the retrospective use of the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence of an investor. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for the equity method of accounting.
|
•
|
Customers also adopted ASU 2016-17,
Consolidation - Interests Held Through Related Parties that are Under Common Control
. This ASU amends the guidance included in ASU 2015-02,
Consolidation: Amendments to Consolidation Analysis
which Customers adopted in first quarter 2016. This ASU makes a narrow amendment that requires that a single decision maker considers indirect economic interests in an entity held through related parties that are under common control on a proportionate basis when determining whether it is the primary beneficiary of that variable interest entity ("VIE"). Prior to this amendment, indirect interests held through related parties that are under common control were to be considered equivalent of the single decision maker’s direct interests in their entirety which could result in a single decision maker consolidating the VIE. The adoption did not result in any significant impact to Customers’ consolidated financial statements that would warrant the application on a full retrospective basis.
|
•
|
In January 2017, the FASB issued ASU 2017-04,
Simplifying the Test for Goodwill Impairment
, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test that requires an entity to determine the implied fair value of its goodwill through a hypothetical purchase price allocation. Instead, under this ASU, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. All other goodwill impairment guidance remains largely unchanged. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will also be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Customers early adopted this ASU during its annual goodwill impairment test in October 2017, which did not have a material impact to Customers’ consolidated financial statements.
|
•
|
In February 2018, the FASB issued ASU 2018-02,
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
, which allows for reclassification from accumulated other comprehensive income (loss) to retained earnings for stranded tax effects resulting from the 2017 Tax Cuts and Jobs Act described in the "Income Taxes" section above. The amount of the reclassification should include the effect of the change in the federal corporate income tax rate related to items remaining in accumulated other comprehensive income (loss). The ASU would require an entity to disclose whether it elects to reclassify stranded tax effects from accumulated other comprehensive income (loss) to retained earnings in the period of adoption and, more generally, a description of the accounting policy for releasing income tax effects from accumulated other comprehensive income (loss). The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption of the amendments in this update is permitted for periods for which financial statements have not yet been issued or made available for issuance, including in the period the Act was enacted. As of December 31, 2017, Customers has
$0.3 million
in stranded tax effects in its accumulated other comprehensive income resulting from the enactment of the Act related to net unrealized losses on its available-for-sale securities and cash flow hedges. Customers adopted this ASU on January 1, 2018, by recording the reclassification adjustment to its beginning retained earnings. The adoption of this ASU did not have a significant impact on Customers' financial condition, results of operations and consolidated financial statements.
|
•
|
In August 2017, the FASB issued ASU 2017-12,
Targeted Improvements to Accounting for Hedging Activities
, which amends the existing hedge accounting model and expands an entity’s ability to hedge nonfinancial and financial risk components and reduce complexity in fair value hedges of interest-rate risk. The ASU eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The ASU also changes certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption permitted. Customers early adopted this ASU on January 1, 2018. The
|
•
|
In May 2017, the FASB issued ASU 2017-09,
Compensation - Stock Compensation: Scope of Modification `Accounting
, which clarifies when to account for a change to the terms or conditions of a share-based-payment award as a modification in ASC 718. Under this ASU, modification accounting is required only if the fair value, vesting conditions or the classification of the award as equity or a liability changes as a result of the change in terms or conditions. This ASU does not change the accounting for modifications under ASC 718. The ASU was effective for Customers on January 1, 2018. Adoption of this new guidance must be applied prospectively to awards modified on or after the adoption date. Customers generally does not modify the terms or conditions of its share-based-payment awards. The adoption of this ASU did not have a significant impact on Customers' financial condition, results of operations and consolidated financial statements.
|
•
|
In February 2017, the FASB issued ASU 2017-05,
Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets,
which clarifies the scope and application of the accounting guidance on the sale of nonfinancial assets to non-customers, including partial sales. This ASU defines an in-substance nonfinancial asset, in part, as a financial asset promised to a counterparty in a contract if substantially all of the fair value of the assets (recognized and unrecognized) that are promised to the counterparty in the contract is concentrated in nonfinancial assets. If substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets, then all of the financial assets promised to the counterparty are in substance nonfinancial assets within the scope of Subtopic 610-20. This ASU also unifies the guidance related to partial sales of nonfinancial assets, eliminates rules specifically addressing the sales of real estate, removes exceptions to the financial asset derecognition model and clarifies the accounting for contributions of nonfinancial assets to joint ventures. This ASU was effective for Customers on January 1, 2018. The adoption of this ASU did not have a significant impact on Customers' financial condition, results of operations and consolidated financial statements.
|
•
|
In January 2017, the FASB issued ASU 2017-01,
Clarifying the Definition of a Business
, which narrows the definition of a business and clarifies that to be considered a business, the fair value of gross assets acquired (or disposed of) should not be concentrated in a single identifiable asset or a group of similar identifiable assets. In addition, to be considered a business, an acquisition would have to include an input and a substantive process that together will significantly contribute to the ability to create an output. Also, the amendments narrow the definition of the term “output” so that it is consistent with how outputs are defined in ASC Topic 606,
Revenue from Contracts with Customers
. This ASU was effective for Customers on January 1, 2018. Adoption of this new guidance must be applied on a prospective basis. The adoption of this ASU did not have a significant impact on Customers' financial condition, results of operations and consolidated financial statements.
|
•
|
In November 2016, the FASB issued ASU 2016-18,
Statement of Cash Flows: Restricted Cash
, which requires that the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU was effective for Customers on January 1, 2018. As the adoption did not result in any significant impact to Customers’ consolidated financial statements, including its consolidated statement of cash flows, it did not result in a retrospective application. See NOTE 2 - ACQUISITION ACTIVITY and NOTE 3 - SPIN-OFF AND MERGER for a description of the nature of the restrictions on the Customers' restricted cash balances.
|
•
|
In October 2016, the FASB issued ASU 2016-16-
Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory
, which requires that an entity recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This eliminates the current exception for all intra-entity transfers of an asset other than inventory that requires deferral of the tax effects until the asset is sold to a third party or otherwise recovered through use. This ASU was effective for Customers on January 1, 2018. The adoption of this ASU did not have a significant impact on Customers' financial condition, results of operations and consolidated financial statements.
|
•
|
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments
, which aims to reduce the existing diversity in practice with regards to the following specific items in the statement of cash flows:
|
1.
|
Cash payments for debt prepayment or extinguishment costs will be classified in financing activities. Upon settlement of zero-coupon bonds and bonds with insignificant cash coupons, the portion of the payment attributable to imputed interest will be classified as an operating activity, while the portion of the payment attributable to principal will be classified as a financing activity.
|
2.
|
Cash paid by an acquirer soon after a business combination (i.e., approximately three months or less) for the settlement of a contingent consideration liability will be classified in investing activities. Payments made thereafter should be separated between financing activities and operating activities. Cash payments up to the amount of the contingent consideration liability recognized at the acquisition date will be classified in financing activities; any excess will be classified in operating activities.
|
3.
|
Cash proceeds received from the settlement of insurance claims will be classified on the basis of the related insurance coverage (i.e., the nature of the loss). Cash proceeds from lump-sum settlements will be classified based on the nature of each loss component included in the settlement.
|
4.
|
Cash proceeds received from the settlement of bank-owned life insurance policies will be classified as cash inflows from investing activities. Cash payments for premiums on BOLI may be classified as cash outflows for investing, operating or a combination of both.
|
5.
|
A transferor’s beneficial interest obtained in a securitization of financial assets will be disclosed as a non-cash activity, and cash received from beneficial interests will be classified in investing activities. Distributions received from equity method investees will be classified using a cumulative-earnings approach or a look-through approach as an accounting policy election.
|
•
|
In March 2016, the FASB issued ASU 2016-04,
Liabilities - Extinguishments of Liabilities: Recognition of Breakage for Certain Prepaid Stored-Value Products
, that would require issuers of prepaid stored-value product (such as gift cards, telecommunication cards, and traveler’s checks), to derecognize the financial liability related to those products for breakage. Breakage is the value of prepaid stored-value products that is not redeemed by consumers for goods, services or cash. There is currently a diversity in the methodology used to recognize breakage. Subtopic 405-20,
Extinguishment of Liabilities
, includes derecognition guidance for both financial liabilities and nonfinancial liabilities, and Topic 606,
Revenue from Contracts with Customers
, includes authoritative breakage guidance but excludes financial liabilities. The amendments in this ASU provide a narrow scope exception to the guidance in Subtopic 405-20 to require that breakage be accounted for consistent with the breakage guidance in Topic 606. This ASU was effective for Customers on January 1, 2018. The adoption of this ASU did not have a significant impact on Customers' financial condition, results of operations and consolidated financial statements.
|
•
|
In January 2016, the FASB issued ASU 2016-01,
Recognition and Measurement of Financial Assets and Financial Liabilities.
The guidance in this ASU among other things, (i) requires equity investments with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements and (vii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. The guidance was effective for Customers on January 1, 2018 and was adopted using a modified retrospective approach. The adoption of this ASU on January 1, 2018, resulted in a cumulative-effect adjustment to Customers’ consolidated balance sheet with a
$1.0 million
reduction in accumulated other
|
•
|
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
, superseding the revenue recognition requirements in ASC 605. This ASU requires an entity to recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendment includes a five-step process to assist an entity in achieving the main principle(s) of revenue recognition under ASC 605. In March 2016, the FASB also issued ASU 2016-08, an amendment to the guidance in ASU 2014-09, which reframed the structure of the indicators of when an entity is acting as an agent and focused on evidence that an entity is acting as the principal or agent in a revenue transaction. ASU 2016-08 also eliminated two of the indicators (the entity’s consideration is in the form of a commission, and the entity is not exposed to credit risk) in making that determination. This amendment also clarifies that each indicator may be more or less relevant to the assessment depending on the terms and conditions of the contract. In May 2016, the FASB issued ASU 2016-12, an amendment to ASU 2014-09, which provided practical expedients related to disclosures of remaining performance obligations, as well as other amendments to guidance on transition, collectability, non-cash consideration and presentation of sales and other similar taxes. The amendments, collectively, should be applied retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption (modified retrospective approach).
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands, except share and per share data)
|
|
|
|
|
|
||||||
Net income available to common shareholders
|
$
|
64,378
|
|
|
$
|
69,187
|
|
|
$
|
56,090
|
|
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding – basic
|
30,659,320
|
|
|
27,596,020
|
|
|
26,844,545
|
|
|||
Share-based compensation plans
|
1,917,451
|
|
|
2,221,517
|
|
|
1,516,297
|
|
|||
Warrants
|
19,906
|
|
|
196,113
|
|
|
324,097
|
|
|||
Weighted-average number of common shares – diluted
|
32,596,677
|
|
|
30,013,650
|
|
|
28,684,939
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share
|
$
|
2.10
|
|
|
$
|
2.51
|
|
|
$
|
2.09
|
|
Diluted earnings per common share
|
1.97
|
|
|
2.31
|
|
|
1.96
|
|
|
For the Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Anti-dilutive securities:
|
|
|
|
|
|
|||
Share-based compensation plans
|
1,059,225
|
|
|
894,720
|
|
|
606,095
|
|
Warrants
|
—
|
|
|
52,242
|
|
|
52,242
|
|
Total anti-dilutive securities
|
1,059,225
|
|
|
946,962
|
|
|
658,337
|
|
|
|
Available-for-Sale Securities
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
Total
|
|
Unrealized
|
|
|
||||||||||
|
|
Unrealized
|
|
Foreign
|
|
Unrealized
|
|
Gains (Losses)
|
|
|
||||||||||
|
|
Gains
|
|
Currency
|
|
Gains
|
|
on Cash Flow
|
|
|
||||||||||
(amounts in thousands)
|
|
(Losses) (1)
|
|
Items
|
|
(Losses)
|
|
Hedges
|
|
Total
|
||||||||||
Balance, December 31, 20
15
|
|
$
|
(4,602
|
)
|
|
$
|
(584
|
)
|
|
$
|
(5,186
|
)
|
|
$
|
(2,798
|
)
|
|
$
|
(7,984
|
)
|
Current period:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive loss before
|
|
|
|
|
|
|
|
|
|
|
||||||||||
reclassifications
|
|
(1,872
|
)
|
|
(146
|
)
|
|
(2,018
|
)
|
|
(629
|
)
|
|
(2,647
|
)
|
|||||
Amounts reclassified from accumulated other
|
|
|
|
|
|
|
|
|
|
|
||||||||||
comprehensive income to net income (1)
|
|
3,793
|
|
|
730
|
|
|
4,523
|
|
|
1,216
|
|
|
5,739
|
|
|||||
Net current-period other comprehensive income
|
|
1,921
|
|
|
584
|
|
|
2,505
|
|
|
587
|
|
|
3,092
|
|
|||||
Balance, December 31, 2016
|
|
(2,681
|
)
|
|
—
|
|
|
(2,681
|
)
|
|
(2,211
|
)
|
|
(4,892
|
)
|
|||||
Current period:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income before
|
|
|
|
|
|
|
|
|
|
|
||||||||||
reclassifications
|
|
7,800
|
|
|
88
|
|
|
7,888
|
|
|
406
|
|
|
8,294
|
|
|||||
Amounts reclassified from accumulated other
|
|
|
|
|
|
|
|
|
|
|
||||||||||
comprehensive income to net income (1)
|
|
(5,368
|
)
|
|
—
|
|
|
(5,368
|
)
|
|
1,607
|
|
|
(3,761
|
)
|
|||||
Net current-period other comprehensive income
|
|
2,432
|
|
|
88
|
|
|
2,520
|
|
|
2,013
|
|
|
4,533
|
|
|||||
Balance, December 31, 2017
|
|
$
|
(249
|
)
|
|
$
|
88
|
|
|
$
|
(161
|
)
|
|
$
|
(198
|
)
|
|
$
|
(359
|
)
|
|
December 31, 2017
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
||||||||
Available for Sale
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
186,221
|
|
|
$
|
36
|
|
|
$
|
(2,799
|
)
|
|
$
|
183,458
|
|
Agency-guaranteed commercial real estate mortgage-backed securities
|
238,809
|
|
|
432
|
|
|
(769
|
)
|
|
238,472
|
|
||||
Corporate notes (1)
|
44,959
|
|
|
1,130
|
|
|
—
|
|
|
46,089
|
|
||||
Equity securities (2)
|
2,311
|
|
|
1,041
|
|
|
—
|
|
|
3,352
|
|
||||
Total
|
$
|
472,300
|
|
|
$
|
2,639
|
|
|
$
|
(3,568
|
)
|
|
$
|
471,371
|
|
(1)
|
Includes subordinated debt issued by other bank holding companies.
|
(2)
|
Includes equity securities issued by a foreign entity.
|
|
December 31, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
||||||||
Available for Sale
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
233,002
|
|
|
$
|
918
|
|
|
$
|
(2,657
|
)
|
|
$
|
231,263
|
|
Agency-guaranteed commercial real estate mortgage-backed securities
|
204,689
|
|
|
—
|
|
|
(2,872
|
)
|
|
201,817
|
|
||||
Corporate notes (1)
|
44,932
|
|
|
401
|
|
|
(185
|
)
|
|
45,148
|
|
||||
Equity securities (2)
|
15,246
|
|
|
—
|
|
|
—
|
|
|
15,246
|
|
||||
Total
|
$
|
497,869
|
|
|
$
|
1,319
|
|
|
$
|
(5,714
|
)
|
|
$
|
493,474
|
|
(1)
|
Includes subordinated debt issued by other bank holding companies.
|
(2)
|
Includes equity securities issued by a foreign entity.
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
|
|
|
|
||||||
Proceeds from sale of available-for-sale investment securities
|
$
|
769,203
|
|
|
$
|
2,852
|
|
|
$
|
806
|
|
Gross gains
|
$
|
8,808
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Gross losses
|
(8
|
)
|
|
(1
|
)
|
|
(85
|
)
|
|||
Net gains (losses)
|
$
|
8,800
|
|
|
$
|
25
|
|
|
$
|
(85
|
)
|
|
December 31, 2017
|
||||||
|
Available for Sale
|
||||||
|
Amortized
Cost
|
|
Fair
Value
|
||||
(amounts in thousands)
|
|
|
|
||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
—
|
|
|
—
|
|
||
Due after five years through ten years
|
42,959
|
|
|
44,005
|
|
||
Due after ten years
|
2,000
|
|
|
2,084
|
|
||
Agency-guaranteed residential mortgage-backed securities
|
186,221
|
|
|
183,458
|
|
||
Agency-guaranteed commercial mortgage-backed securities
|
238,809
|
|
|
238,472
|
|
||
Total debt securities
|
$
|
469,989
|
|
|
$
|
468,019
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available for Sale
|
|
|
|
|
|
|
|
||||||||||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
104,861
|
|
|
$
|
(656
|
)
|
|
$
|
66,579
|
|
|
$
|
(2,143
|
)
|
|
$
|
171,440
|
|
|
$
|
(2,799
|
)
|
Agency-guaranteed commercial mortgage-backed securities
|
115,970
|
|
|
(740
|
)
|
|
6,151
|
|
|
(29
|
)
|
|
122,121
|
|
|
(769
|
)
|
||||||
Total
|
$
|
220,831
|
|
|
$
|
(1,396
|
)
|
|
$
|
72,730
|
|
|
$
|
(2,172
|
)
|
|
$
|
293,561
|
|
|
$
|
(3,568
|
)
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
87,433
|
|
|
$
|
(1,330
|
)
|
|
$
|
30,592
|
|
|
$
|
(1,327
|
)
|
|
$
|
118,025
|
|
|
$
|
(2,657
|
)
|
Agency-guaranteed commercial mortgage-backed securities
|
201,817
|
|
|
(2,872
|
)
|
|
—
|
|
|
—
|
|
|
201,817
|
|
|
(2,872
|
)
|
||||||
Corporate notes (1)
|
9,747
|
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
9,747
|
|
|
(185
|
)
|
||||||
Total
|
$
|
298,997
|
|
|
$
|
(4,387
|
)
|
|
$
|
30,592
|
|
|
$
|
(1,327
|
)
|
|
$
|
329,589
|
|
|
$
|
(5,714
|
)
|
(1)
|
Includes subordinated debt issued by other bank holding companies.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
(amounts in thousands)
|
(As Restated)
|
|
(As Restated)
|
||||
Commercial loans:
|
|
|
|
||||
Multi-family loans, at lower of cost or fair value
|
$
|
144,191
|
|
|
$
|
—
|
|
Total commercial loans held for sale
|
144,191
|
|
|
—
|
|
||
Consumer loans:
|
|
|
|
||||
Residential mortgage loans, at fair value
|
1,886
|
|
|
695
|
|
||
Loans held for sale
|
$
|
146,077
|
|
|
$
|
695
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
(amounts in thousands)
|
(As Restated)
|
|
(As Restated)
|
||||
Loans receivable, mortgage warehouse, at fair value
|
$
|
1,793,408
|
|
|
$
|
2,116,815
|
|
Loans receivable:
|
|
|
|
||||
Commercial:
|
|
|
|
||||
Multi-family
|
3,502,381
|
|
|
3,214,999
|
|
||
Commercial and industrial (includes owner occupied commercial real estate)
|
1,633,818
|
|
|
1,382,343
|
|
||
Commercial real estate non-owner occupied
|
1,218,719
|
|
|
1,193,715
|
|
||
Construction
|
85,393
|
|
|
64,789
|
|
||
Total commercial loans receivable
|
6,440,311
|
|
|
5,855,846
|
|
||
Consumer:
|
|
|
|
||||
Residential real estate
|
234,090
|
|
|
193,502
|
|
||
Manufactured housing
|
90,227
|
|
|
101,730
|
|
||
Other
|
3,547
|
|
|
3,483
|
|
||
Total consumer loans receivable
|
327,864
|
|
|
298,715
|
|
||
Loans receivable
|
6,768,175
|
|
|
6,154,561
|
|
||
Deferred costs and unamortized premiums, net
|
83
|
|
|
76
|
|
||
Allowance for loan losses
|
(38,015
|
)
|
|
(37,315
|
)
|
||
Total loans receivable, net of allowance for loan losses
|
$
|
8,523,651
|
|
|
$
|
8,234,137
|
|
|
December 31, 2017
|
||||||||||||||||||||||||||
|
30-89 Days
Past Due (1)
|
|
90 Or
More Days
Past Due (1)
|
|
Total Past
Due Still
Accruing (1)
|
|
Non-
Accrual
|
|
Current (2)
|
|
Purchased
Credit-
Impaired
Loans (3)
|
|
Total Loans (4)
|
||||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Multi-family
|
$
|
4,900
|
|
|
$
|
—
|
|
|
$
|
4,900
|
|
|
$
|
—
|
|
|
$
|
3,495,600
|
|
|
$
|
1,881
|
|
|
$
|
3,502,381
|
|
Commercial and industrial
|
103
|
|
|
—
|
|
|
103
|
|
|
17,392
|
|
|
1,130,831
|
|
|
764
|
|
|
1,149,090
|
|
|||||||
Commercial real estate - owner occupied
|
202
|
|
|
—
|
|
|
202
|
|
|
1,453
|
|
|
472,501
|
|
|
10,572
|
|
|
484,728
|
|
|||||||
Commercial real estate - non-owner occupied
|
93
|
|
|
—
|
|
|
93
|
|
|
160
|
|
|
1,213,216
|
|
|
5,250
|
|
|
1,218,719
|
|
|||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,393
|
|
|
—
|
|
|
85,393
|
|
|||||||
Residential real estate
|
7,628
|
|
|
—
|
|
|
7,628
|
|
|
5,420
|
|
|
215,361
|
|
|
5,681
|
|
|
234,090
|
|
|||||||
Manufactured housing (5)
|
4,028
|
|
|
2,743
|
|
|
6,771
|
|
|
1,959
|
|
|
78,946
|
|
|
2,551
|
|
|
90,227
|
|
|||||||
Other consumer
|
116
|
|
|
—
|
|
|
116
|
|
|
31
|
|
|
3,184
|
|
|
216
|
|
|
3,547
|
|
|||||||
Total
|
$
|
17,070
|
|
|
$
|
2,743
|
|
|
$
|
19,813
|
|
|
$
|
26,415
|
|
|
$
|
6,695,032
|
|
|
$
|
26,915
|
|
|
$
|
6,768,175
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||
|
30-89 Days
Past Due (1)
|
|
90 Or
More Days
Past Due (1)
|
|
Total Past
Due Still
Accruing (1)
|
|
Non-
Accrual
|
|
Current (2)
|
|
Purchased-
Credit-
Impaired
Loans (3)
|
|
Total Loans (4)
|
||||||||||||||
(amounts in thousands)
|
|
|
|||||||||||||||||||||||||
Multi-family
|
$
|
12,573
|
|
|
$
|
—
|
|
|
$
|
12,573
|
|
|
$
|
—
|
|
|
$
|
3,200,322
|
|
|
$
|
2,104
|
|
|
$
|
3,214,999
|
|
Commercial and industrial
|
350
|
|
|
—
|
|
|
350
|
|
|
8,443
|
|
|
978,881
|
|
|
1,037
|
|
|
988,711
|
|
|||||||
Commercial real estate - owner occupied
|
137
|
|
|
—
|
|
|
137
|
|
|
2,039
|
|
|
379,227
|
|
|
12,229
|
|
|
393,632
|
|
|||||||
Commercial real estate - non-owner occupied
|
—
|
|
|
—
|
|
|
—
|
|
|
2,057
|
|
|
1,185,331
|
|
|
6,327
|
|
|
1,193,715
|
|
|||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,789
|
|
|
—
|
|
|
64,789
|
|
|||||||
Residential real estate
|
4,417
|
|
|
—
|
|
|
4,417
|
|
|
2,959
|
|
|
178,559
|
|
|
7,567
|
|
|
193,502
|
|
|||||||
Manufactured housing (5)
|
3,761
|
|
|
2,813
|
|
|
6,574
|
|
|
2,236
|
|
|
89,850
|
|
|
3,070
|
|
|
101,730
|
|
|||||||
Other consumer
|
12
|
|
|
—
|
|
|
12
|
|
|
58
|
|
|
3,177
|
|
|
236
|
|
|
3,483
|
|
|||||||
Total
|
$
|
21,250
|
|
|
$
|
2,813
|
|
|
$
|
24,063
|
|
|
$
|
17,792
|
|
|
$
|
6,080,136
|
|
|
$
|
32,570
|
|
|
$
|
6,154,561
|
|
(1)
|
Includes past-due loans that are accruing interest because collection is considered probable.
|
(2)
|
Loans where next payment due is less than
30 days
from the report date.
|
(3)
|
Purchased credit-impaired loans aggregated into a pool are accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows, and the past-due status of the pools, or that of the individual loans within the pools, is not meaningful. Because of the credit-impaired nature of the loans, the loans are recorded at a discount reflecting estimated future cash flows and Customers recognizes interest income on each pool of loans reflecting the estimated yield and passage of time. Such loans are considered to be performing. Purchased credit-impaired loans that are not in pools accrete interest when the timing and amount of their expected cash flows are reasonably estimable and are reported as performing loans.
|
(4)
|
Amounts exclude deferred costs and fees, unamortized premiums and unaccreted discounts and the allowance for loan losses.
|
(5)
|
Manufactured housing loans purchased in 2010 are supported by cash reserves held at Customers that are used to fund past-due payments when the loan becomes
90 days
or more delinquent. Subsequent purchases are subject to varying provisions in the event of borrowers’ delinquencies.
|
Twelve Months Ended December 31, 2017
|
Multi-family
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate Owner Occupied
|
|
Commercial
Real Estate Non-Owner Occupied
|
|
Construction
|
|
Residential
Real Estate
|
|
Manufactured
Housing |
|
Other Consumer
|
|
Total
|
||||||||||||||||||
(amounts in thousands)
|
|
||||||||||||||||||||||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Ending Balance, December 31, 2016
|
$
|
11,602
|
|
|
$
|
11,050
|
|
|
$
|
2,183
|
|
|
$
|
7,894
|
|
|
$
|
840
|
|
|
$
|
3,342
|
|
|
$
|
286
|
|
|
$
|
118
|
|
|
$
|
37,315
|
|
Charge-offs
|
—
|
|
|
(4,157
|
)
|
|
(731
|
)
|
|
(486
|
)
|
|
—
|
|
|
(415
|
)
|
|
—
|
|
|
(1,338
|
)
|
|
(7,127
|
)
|
|||||||||
Recoveries
|
—
|
|
|
676
|
|
|
9
|
|
|
—
|
|
|
164
|
|
|
72
|
|
|
—
|
|
|
138
|
|
|
1,059
|
|
|||||||||
Provision for loan losses
|
566
|
|
|
3,349
|
|
|
1,771
|
|
|
29
|
|
|
(25
|
)
|
|
(70
|
)
|
|
(106
|
)
|
|
1,254
|
|
|
6,768
|
|
|||||||||
Ending Balance, December 31, 2017
|
$
|
12,168
|
|
|
$
|
10,918
|
|
|
$
|
3,232
|
|
|
$
|
7,437
|
|
|
$
|
979
|
|
|
$
|
2,929
|
|
|
$
|
180
|
|
|
$
|
172
|
|
|
$
|
38,015
|
|
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
17,461
|
|
|
$
|
1,448
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
9,247
|
|
|
$
|
10,089
|
|
|
$
|
30
|
|
|
$
|
38,435
|
|
Collectively evaluated for impairment
|
3,500,500
|
|
|
1,130,865
|
|
|
472,708
|
|
|
1,213,309
|
|
|
85,393
|
|
|
219,162
|
|
|
77,587
|
|
|
3,301
|
|
|
6,702,825
|
|
|||||||||
Loans acquired with credit deterioration
|
1,881
|
|
|
764
|
|
|
10,572
|
|
|
5,250
|
|
|
—
|
|
|
5,681
|
|
|
2,551
|
|
|
216
|
|
|
26,915
|
|
|||||||||
|
$
|
3,502,381
|
|
|
$
|
1,149,090
|
|
|
$
|
484,728
|
|
|
$
|
1,218,719
|
|
|
$
|
85,393
|
|
|
$
|
234,090
|
|
|
$
|
90,227
|
|
|
$
|
3,547
|
|
|
$
|
6,768,175
|
|
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
650
|
|
|
$
|
642
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
155
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
1,451
|
|
Collectively evaluated for impairment
|
12,168
|
|
|
9,804
|
|
|
2,580
|
|
|
4,630
|
|
|
979
|
|
|
2,177
|
|
|
82
|
|
|
117
|
|
|
32,537
|
|
|||||||||
Loans acquired with credit deterioration
|
—
|
|
|
464
|
|
|
10
|
|
|
2,807
|
|
|
—
|
|
|
597
|
|
|
94
|
|
|
55
|
|
|
4,027
|
|
|||||||||
|
$
|
12,168
|
|
|
$
|
10,918
|
|
|
$
|
3,232
|
|
|
$
|
7,437
|
|
|
$
|
979
|
|
|
$
|
2,929
|
|
|
$
|
180
|
|
|
$
|
172
|
|
|
$
|
38,015
|
|
Twelve Months Ended December 31, 2016
|
Multi-family
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate Owner Occupied
|
|
Commercial
Real Estate Non-Owner Occupied
|
|
Construction
|
|
Residential
Real Estate
|
|
Manufactured
Housing |
|
Other Consumer
|
|
Total
|
||||||||||||||||||
(amounts in thousands)
|
|
||||||||||||||||||||||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Ending Balance, December 31, 2015
|
$
|
12,016
|
|
|
$
|
8,864
|
|
|
$
|
1,348
|
|
|
$
|
8,420
|
|
|
$
|
1,074
|
|
|
$
|
3,298
|
|
|
$
|
494
|
|
|
$
|
133
|
|
|
$
|
35,647
|
|
Charge-offs
|
—
|
|
|
(2,920
|
)
|
|
(27
|
)
|
|
(140
|
)
|
|
—
|
|
|
(493
|
)
|
|
—
|
|
|
(825
|
)
|
|
(4,405
|
)
|
|||||||||
Recoveries
|
—
|
|
|
381
|
|
|
—
|
|
|
130
|
|
|
1,854
|
|
|
367
|
|
|
—
|
|
|
11
|
|
|
2,743
|
|
|||||||||
Provision for loan losses
|
(414
|
)
|
|
4,725
|
|
|
862
|
|
|
(516
|
)
|
|
(2,088
|
)
|
|
170
|
|
|
(208
|
)
|
|
799
|
|
|
3,330
|
|
|||||||||
Ending Balance, December 31, 2016
|
$
|
11,602
|
|
|
$
|
11,050
|
|
|
$
|
2,183
|
|
|
$
|
7,894
|
|
|
$
|
840
|
|
|
$
|
3,342
|
|
|
$
|
286
|
|
|
$
|
118
|
|
|
$
|
37,315
|
|
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
8,516
|
|
|
$
|
2,050
|
|
|
$
|
2,151
|
|
|
$
|
—
|
|
|
$
|
6,972
|
|
|
$
|
9,665
|
|
|
$
|
57
|
|
|
$
|
29,411
|
|
Collectively evaluated for impairment
|
3,212,895
|
|
|
979,158
|
|
|
379,353
|
|
|
1,185,237
|
|
|
64,789
|
|
|
178,963
|
|
|
88,995
|
|
|
3,190
|
|
|
6,092,580
|
|
|||||||||
Loans acquired with credit deterioration
|
2,104
|
|
|
1,037
|
|
|
12,229
|
|
|
6,327
|
|
|
—
|
|
|
7,567
|
|
|
3,070
|
|
|
236
|
|
|
32,570
|
|
|||||||||
|
$
|
3,214,999
|
|
|
$
|
988,711
|
|
|
$
|
393,632
|
|
|
$
|
1,193,715
|
|
|
$
|
64,789
|
|
|
$
|
193,502
|
|
|
$
|
101,730
|
|
|
$
|
3,483
|
|
|
$
|
6,154,561
|
|
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
1,024
|
|
|
$
|
287
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,360
|
|
Collectively evaluated for impairment
|
11,602
|
|
|
9,686
|
|
|
1,896
|
|
|
4,626
|
|
|
772
|
|
|
2,414
|
|
|
88
|
|
|
60
|
|
|
31,144
|
|
|||||||||
Loans acquired with credit deterioration
|
—
|
|
|
340
|
|
|
—
|
|
|
3,254
|
|
|
68
|
|
|
893
|
|
|
198
|
|
|
58
|
|
|
4,811
|
|
|||||||||
|
$
|
11,602
|
|
|
$
|
11,050
|
|
|
$
|
2,183
|
|
|
$
|
7,894
|
|
|
$
|
840
|
|
|
$
|
3,342
|
|
|
$
|
286
|
|
|
$
|
118
|
|
|
$
|
37,315
|
|
|
December 31, 2017
|
|
Twelve Months Ended December 31, 2017
|
||||||||||||||||
|
Recorded
Investment
Net of
Charge Offs
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
(amounts in thousands)
|
|
||||||||||||||||||
With no recorded allowance
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
9,138
|
|
|
$
|
9,287
|
|
|
$
|
—
|
|
|
$
|
8,865
|
|
|
$
|
214
|
|
Commercial real estate - owner occupied
|
806
|
|
|
806
|
|
|
—
|
|
|
1,439
|
|
|
70
|
|
|||||
Commercial real estate - non-owner occupied
|
160
|
|
|
272
|
|
|
—
|
|
|
898
|
|
|
2
|
|
|||||
Other consumer
|
30
|
|
|
30
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|||||
Residential real estate
|
3,628
|
|
|
3,801
|
|
|
—
|
|
|
4,617
|
|
|
24
|
|
|||||
Manufactured housing
|
9,865
|
|
|
9,865
|
|
|
—
|
|
|
10,003
|
|
|
558
|
|
|||||
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
8,323
|
|
|
8,506
|
|
|
650
|
|
|
5,984
|
|
|
230
|
|
|||||
Commercial real estate - owner occupied
|
642
|
|
|
642
|
|
|
642
|
|
|
882
|
|
|
—
|
|
|||||
Residential real estate
|
5,619
|
|
|
5,656
|
|
|
155
|
|
|
3,307
|
|
|
187
|
|
|||||
Manufactured housing
|
224
|
|
|
224
|
|
|
4
|
|
|
131
|
|
|
8
|
|
|||||
Total
|
$
|
38,435
|
|
|
$
|
39,089
|
|
|
$
|
1,451
|
|
|
$
|
36,177
|
|
|
$
|
1,293
|
|
|
December 31, 2016
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
||||||||||||||||||||||
|
Recorded
Investment
Net of
Charge Offs
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||||||
(amounts in thousands)
|
|
|
|
|
|
||||||||||||||||||||||
With no recorded allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Multi-family
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
964
|
|
|
$
|
53
|
|
|
$
|
267
|
|
|
$
|
24
|
|
Commercial and industrial
|
2,396
|
|
|
3,430
|
|
|
—
|
|
|
15,424
|
|
|
804
|
|
|
8,543
|
|
|
891
|
|
|||||||
Commercial real estate - owner occupied
|
1,210
|
|
|
1,210
|
|
|
—
|
|
|
7,963
|
|
|
426
|
|
|
6,526
|
|
|
454
|
|
|||||||
Commercial real estate - non-owner occupied
|
2,002
|
|
|
2,114
|
|
|
|
|
5,265
|
|
|
155
|
|
|
6,605
|
|
|
648
|
|
||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
749
|
|
|
—
|
|
|||||||
Other consumer
|
57
|
|
|
57
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
42
|
|
|
1
|
|
|||||||
Residential real estate
|
6,682
|
|
|
6,749
|
|
|
—
|
|
|
4,567
|
|
|
120
|
|
|
2,254
|
|
|
86
|
|
|||||||
Manufactured housing
|
9,665
|
|
|
9,665
|
|
|
—
|
|
|
8,961
|
|
|
465
|
|
|
5,433
|
|
|
368
|
|
|||||||
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Commercial and industrial
|
6,120
|
|
|
6,120
|
|
|
1,024
|
|
|
7,028
|
|
|
436
|
|
|
9,331
|
|
|
191
|
|
|||||||
Commercial real estate - owner occupied
|
840
|
|
|
840
|
|
|
287
|
|
|
173
|
|
|
—
|
|
|
15
|
|
|
1
|
|
|||||||
Commercial real estate - non-owner occupied
|
149
|
|
|
204
|
|
|
14
|
|
|
380
|
|
|
—
|
|
|
817
|
|
|
12
|
|
|||||||
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|||||||
Residential real estate
|
290
|
|
|
303
|
|
|
35
|
|
|
395
|
|
|
—
|
|
|
426
|
|
|
2
|
|
|||||||
Total
|
$
|
29,411
|
|
|
$
|
30,692
|
|
|
$
|
1,360
|
|
|
$
|
51,428
|
|
|
$
|
2,459
|
|
|
$
|
41,091
|
|
|
$
|
2,678
|
|
|
December 31,
|
|
|||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
|
Accruing
TDRs
|
Nonaccrual TDRs
|
Total
|
|
Accruing TDRs
|
Nonaccrual TDRs
|
Total
|
|
Accruing TDRs
|
Nonaccrual TDRs
|
Total
|
||||||||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial and industrial
|
$
|
63
|
|
$
|
5,939
|
|
$
|
6,002
|
|
|
$
|
73
|
|
$
|
146
|
|
$
|
219
|
|
|
$
|
27
|
|
$
|
518
|
|
$
|
545
|
|
Commercial real estate owner occupied
|
—
|
|
—
|
|
—
|
|
|
12
|
|
—
|
|
12
|
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Commercial real estate non-owner occupied
|
—
|
|
—
|
|
—
|
|
|
—
|
|
1,945
|
|
1,945
|
|
|
—
|
|
204
|
|
204
|
|
|||||||||
Manufactured housing
|
8,130
|
|
1,766
|
|
9,896
|
|
|
7,429
|
|
2,072
|
|
9,501
|
|
|
5,911
|
|
2,389
|
|
8,300
|
|
|||||||||
Residential real estate
|
3,828
|
|
703
|
|
4,531
|
|
|
4,012
|
|
707
|
|
4,719
|
|
|
2,332
|
|
61
|
|
2,393
|
|
|||||||||
Total TDRs
|
$
|
12,021
|
|
$
|
8,408
|
|
$
|
20,429
|
|
|
$
|
11,526
|
|
$
|
4,870
|
|
$
|
16,396
|
|
|
$
|
8,270
|
|
$
|
3,172
|
|
$
|
11,442
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Number
of Loans |
|
Recorded
Investment |
|
Number
of Loans |
|
Recorded
Investment |
|
Number
of Loans |
|
Recorded
Investment |
|||||||||
(dollars in thousands)
|
|
|
|
|
|
|||||||||||||||
Extensions of maturity
|
5
|
|
|
$
|
6,497
|
|
|
3
|
|
|
$
|
1,995
|
|
|
1
|
|
|
$
|
183
|
|
Interest-rate reductions
|
35
|
|
|
1,574
|
|
|
61
|
|
|
4,621
|
|
|
161
|
|
|
7,274
|
|
|||
Total
|
40
|
|
|
$
|
8,071
|
|
|
64
|
|
|
$
|
6,616
|
|
|
162
|
|
|
$
|
7,457
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Number
of Loans
|
|
Recorded
Investment
|
|
Number
of Loans
|
|
Recorded
Investment
|
|
Number
of Loans |
|
Recorded
Investment |
|||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|||||||||||||
Commercial and industrial
|
4
|
|
|
$
|
6,437
|
|
|
1
|
|
|
$
|
76
|
|
|
3
|
|
|
$
|
791
|
|
Commercial real estate non-owner occupied
|
—
|
|
|
—
|
|
|
1
|
|
|
1,844
|
|
|
1
|
|
|
211
|
|
|||
Manufactured housing
|
36
|
|
|
1,634
|
|
|
58
|
|
|
2,286
|
|
|
156
|
|
|
6,251
|
|
|||
Residential real estate
|
—
|
|
|
—
|
|
|
4
|
|
|
2,410
|
|
|
2
|
|
|
204
|
|
|||
Total loans
|
40
|
|
|
$
|
8,071
|
|
|
64
|
|
|
$
|
6,616
|
|
|
162
|
|
|
$
|
7,457
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
||||||||||
Accretable yield balance as of December 31,
|
$
|
10,202
|
|
|
$
|
12,947
|
|
|
$
|
17,606
|
|
Accretion to interest income
|
(1,673
|
)
|
|
(3,760
|
)
|
|
(2,299
|
)
|
|||
Reclassification from nonaccretable difference and disposals, net
|
(704
|
)
|
|
1,015
|
|
|
(2,360
|
)
|
|||
Accretable yield balance as of December 31,
|
$
|
7,825
|
|
|
$
|
10,202
|
|
|
$
|
12,947
|
|
|
Allowance for Loan Losses
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
||||||||||
Ending balance as of December 31,
|
$
|
37,315
|
|
|
$
|
35,647
|
|
|
$
|
30,932
|
|
Provision for loan losses (1)
|
6,768
|
|
|
3,330
|
|
|
16,694
|
|
|||
Charge-offs
|
(7,127
|
)
|
|
(4,405
|
)
|
|
(13,412
|
)
|
|||
Recoveries
|
1,059
|
|
|
2,743
|
|
|
1,433
|
|
|||
Ending balance as of December 31,
|
$
|
38,015
|
|
|
$
|
37,315
|
|
|
$
|
35,647
|
|
|
FDIC Loss Sharing Receivable
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
||||||||||
Ending balance as of December 31,
|
$
|
—
|
|
|
$
|
(2,083
|
)
|
|
$
|
2,320
|
|
Increased (decreased) estimated cash flows (2)
|
—
|
|
|
289
|
|
|
(3,872
|
)
|
|||
Increased estimated cash flows from covered OREO (a)
|
—
|
|
|
—
|
|
|
3,138
|
|
|||
Other activity, net (b)
|
—
|
|
|
(255
|
)
|
|
248
|
|
|||
Cash payments to (receipts from) the FDIC
|
—
|
|
|
2,049
|
|
|
(3,917
|
)
|
|||
Ending balance as of December 31,
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,083
|
)
|
|
|
|
|
|
|
||||||
(1) Provision for loan losses
|
$
|
6,768
|
|
|
$
|
3,330
|
|
|
$
|
16,694
|
|
(2) Effect attributable to FDIC loss sharing agreements
|
—
|
|
|
(289
|
)
|
|
3,872
|
|
|||
Net amount reported as provision for loan losses
|
$
|
6,768
|
|
|
$
|
3,041
|
|
|
$
|
20,566
|
|
|
December 31, 2017
|
||||||||||||||||||||||||||||||||||
|
Multi-family
|
|
Commercial
and Industrial |
|
Commercial
Real Estate Owner Occupied |
|
Commercial
Real Estate Non-Owner Occupied |
|
Construction
|
|
Residential
Real Estate |
|
Manufactured
Housing |
|
Other Consumer
|
|
Total (3)
|
||||||||||||||||||
(amounts in thousands)
|
|
|
|
||||||||||||||||||||||||||||||||
Pass/Satisfactory
|
$
|
3,438,554
|
|
|
$
|
1,118,889
|
|
|
$
|
471,826
|
|
|
$
|
1,185,933
|
|
|
$
|
85,393
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,300,595
|
|
Special Mention
|
53,873
|
|
|
7,652
|
|
|
5,987
|
|
|
31,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,279
|
|
|||||||||
Substandard
|
9,954
|
|
|
22,549
|
|
|
6,915
|
|
|
1,019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,437
|
|
|||||||||
Performing (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,042
|
|
|
81,497
|
|
|
3,400
|
|
|
305,939
|
|
|||||||||
Non-performing (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,048
|
|
|
8,730
|
|
|
147
|
|
|
21,925
|
|
|||||||||
Total
|
$
|
3,502,381
|
|
|
$
|
1,149,090
|
|
|
$
|
484,728
|
|
|
$
|
1,218,719
|
|
|
$
|
85,393
|
|
|
$
|
234,090
|
|
|
$
|
90,227
|
|
|
$
|
3,547
|
|
|
$
|
6,768,175
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||||||||||
|
Multi-family
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate Owner Occupied
|
|
Commercial
Real Estate Non-Owner Occupied
|
|
Construction
|
|
Residential
Real Estate
|
|
Manufactured
Housing |
|
Other Consumer
|
|
Total (3)
|
||||||||||||||||||
(amounts in thousands)
|
|
|
|
||||||||||||||||||||||||||||||||
Pass/Satisfactory
|
$
|
3,198,290
|
|
|
$
|
954,846
|
|
|
$
|
375,919
|
|
|
$
|
1,175,850
|
|
|
$
|
50,291
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,755,196
|
|
Special Mention
|
—
|
|
|
19,552
|
|
|
12,065
|
|
|
10,824
|
|
|
14,498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,939
|
|
|||||||||
Substandard
|
16,709
|
|
|
14,313
|
|
|
5,648
|
|
|
7,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,711
|
|
|||||||||
Performing (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189,919
|
|
|
92,920
|
|
|
3,413
|
|
|
286,252
|
|
|||||||||
Non-performing (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,583
|
|
|
8,810
|
|
|
70
|
|
|
12,463
|
|
|||||||||
Total
|
$
|
3,214,999
|
|
|
$
|
988,711
|
|
|
$
|
393,632
|
|
|
$
|
1,193,715
|
|
|
$
|
64,789
|
|
|
$
|
193,502
|
|
|
$
|
101,730
|
|
|
$
|
3,483
|
|
|
$
|
6,154,561
|
|
|
|
|
December 31,
|
||||||
|
Expected Useful Life
|
|
2017
|
|
2016
|
||||
(amounts in thousands)
|
|
||||||||
Leasehold improvements
|
3 to 25 years
|
|
$
|
14,028
|
|
|
$
|
13,690
|
|
Furniture, fixtures and equipment
|
5 to 10 years
|
|
6,447
|
|
|
6,138
|
|
||
IT equipment
|
3 to 5 years
|
|
8,002
|
|
|
7,106
|
|
||
Automobiles
|
3 to 5 years
|
|
506
|
|
|
506
|
|
||
|
|
28,983
|
|
|
27,440
|
|
|||
Accumulated depreciation and amortization
|
|
(17,028
|
)
|
|
(14,671
|
)
|
|||
Total
|
|
$
|
11,955
|
|
|
$
|
12,769
|
|
|
December 31, 2017
|
||
(amounts in thousands)
|
|||
2018
|
$
|
5,499
|
|
2019
|
4,837
|
|
|
2020
|
4,192
|
|
|
2021
|
3,609
|
|
|
2022
|
2,989
|
|
|
Thereafter
|
6,431
|
|
|
Total minimum payments
|
$
|
27,557
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
(amounts in thousands)
|
|
|
|
||||
Demand, non-interest bearing
|
$
|
1,052,115
|
|
|
$
|
966,058
|
|
Demand, interest bearing
|
523,848
|
|
|
339,398
|
|
||
Savings, including money market deposit accounts
|
3,318,486
|
|
|
3,166,557
|
|
||
Time, $100,000 and over
|
1,284,855
|
|
|
2,106,905
|
|
||
Time, other
|
620,838
|
|
|
724,857
|
|
||
Total deposits
|
$
|
6,800,142
|
|
|
$
|
7,303,775
|
|
|
December 31, 2017
|
||
(amounts in thousands)
|
|
||
2018
|
$
|
1,453,519
|
|
2019
|
279,490
|
|
|
2020
|
61,133
|
|
|
2021
|
89,939
|
|
|
2022
|
21,503
|
|
|
Thereafter
|
109
|
|
|
Total time deposits
|
$
|
1,905,693
|
|
|
December 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
||||||
(amounts in thousands)
|
|
||||||||||||
FHLB advances
|
$
|
1,611,860
|
|
|
1.47
|
%
|
|
$
|
688,800
|
|
|
0.85
|
%
|
Federal funds purchased
|
155,000
|
|
|
1.50
|
|
|
83,000
|
|
|
0.74
|
|
||
Total short-term debt
|
$
|
1,766,860
|
|
|
|
|
$
|
771,800
|
|
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
||||||||||
FHLB advances
|
|
|
|
|
|
||||||
Maximum outstanding at any month end
|
$
|
2,283,250
|
|
|
$
|
1,697,800
|
|
|
$
|
1,365,300
|
|
Average balance during the year
|
1,415,755
|
|
|
965,293
|
|
|
844,835
|
|
|||
Weighted-average interest rate during the year
|
1.44
|
%
|
|
0.95
|
%
|
|
0.60
|
%
|
|||
Federal funds purchased
|
|
|
|
|
|
||||||
Maximum outstanding at any month end
|
238,000
|
|
|
137,000
|
|
|
85,000
|
|
|||
Average balance during the year
|
163,466
|
|
|
84,514
|
|
|
41,397
|
|
|||
Weighted-average interest rate during the year
|
1.19
|
%
|
|
0.58
|
%
|
|
0.35
|
%
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted-average risk-free interest rate
|
2.35
|
%
|
|
1.84
|
%
|
|
1.90
|
%
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Weighted-average expected volatility
|
25.05
|
%
|
|
23.39
|
%
|
|
21.18
|
%
|
|||
Weighted-average expected life (in years)
|
7.00
|
|
|
7.00
|
|
|
7.00
|
|
|||
Weighted-average fair value of each option granted
|
$
|
8.68
|
|
|
$
|
7.61
|
|
|
$
|
6.42
|
|
|
Number
of Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term
in Years
|
|
Aggregate
Intrinsic
Value
|
|||||
(dollars in thousands, except weighted-average exercise price)
|
|
|||||||||||
Outstanding, December 31, 2016
|
3,960,040
|
|
|
$
|
15.25
|
|
|
|
|
|
||
Granted
|
776,500
|
|
|
26.92
|
|
|
|
|
|
|||
Exercised
|
(2,007,762
|
)
|
|
11.30
|
|
|
|
|
$
|
32,029
|
|
|
Expired
|
(7,334
|
)
|
|
10.91
|
|
|
|
|
|
|||
Forfeited
|
(2,750
|
)
|
|
17.65
|
|
|
|
|
|
|||
Outstanding, December 31, 2017
|
2,718,694
|
|
|
$
|
21.52
|
|
|
7.54
|
|
$
|
12,887
|
|
Exercisable at December 31, 2017
|
96,963
|
|
|
$
|
12.42
|
|
|
4.06
|
|
$
|
1,317
|
|
|
Options
|
|
Weighted-
Average
exercise price
|
|||
Non-vested at December 31, 2016
|
2,865,962
|
|
|
$
|
17.24
|
|
Granted
|
776,500
|
|
|
26.92
|
|
|
Vested
|
(1,017,981
|
)
|
|
12.77
|
|
|
Forfeited
|
(2,750
|
)
|
|
17.65
|
|
|
Non-vested at December 31, 2017
|
2,621,731
|
|
|
21.85
|
|
|
Restricted
Stock Units
|
|
Weighted-
Average Grant-
Date Fair Value
|
|||
Outstanding and unvested at December 31, 2016
|
645,505
|
|
|
$
|
19.43
|
|
Granted
|
218,449
|
|
|
29.93
|
|
|
Vested
|
(256,078
|
)
|
|
15.70
|
|
|
Forfeited
|
(17,840
|
)
|
|
25.85
|
|
|
Outstanding and unvested at December 31, 2017
|
590,036
|
|
|
$
|
24.74
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
||||||||||
Current
|
$
|
29,924
|
|
|
$
|
48,472
|
|
|
$
|
40,004
|
|
Deferred
|
15,118
|
|
|
(2,579
|
)
|
|
(10,092
|
)
|
|||
Income tax expense
|
$
|
45,042
|
|
|
$
|
45,893
|
|
|
$
|
29,912
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Amount
|
|
% of
pretax income |
|
Amount
|
|
% of
pretax income |
|
Amount
|
|
% of
pretax income |
|||||||||
(amounts in thousands)
|
|
|||||||||||||||||||
Federal income tax at statutory rate
|
$
|
43,357
|
|
|
35.00
|
%
|
|
$
|
43,608
|
|
|
35.00
|
%
|
|
$
|
30,973
|
|
|
35.00
|
%
|
State income tax, net of federal benefit
|
3,835
|
|
|
3.10
|
|
|
4,548
|
|
|
3.65
|
|
|
1,434
|
|
|
1.62
|
|
|||
Tax-exempt interest, net of disallowance
|
(381
|
)
|
|
(0.31
|
)
|
|
(237
|
)
|
|
(0.19
|
)
|
|
(277
|
)
|
|
(0.31
|
)
|
|||
Bank-owned life insurance
|
(2,675
|
)
|
|
(2.16
|
)
|
|
(1,716
|
)
|
|
(1.38
|
)
|
|
(2,422
|
)
|
|
(2.73
|
)
|
|||
Equity-based compensation benefit
|
(10,741
|
)
|
|
(8.67
|
)
|
|
(3,659
|
)
|
|
(2.94
|
)
|
|
—
|
|
|
—
|
|
|||
Non-deductible executive compensation
|
654
|
|
|
0.53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrecorded basis difference in foreign subsidiaries
|
4,527
|
|
|
3.65
|
|
|
2,830
|
|
|
2.27
|
|
|
—
|
|
|
—
|
|
|||
Enactment of federal tax reform
|
5,505
|
|
|
4.44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
961
|
|
|
0.78
|
|
|
519
|
|
|
0.42
|
|
|
204
|
|
|
0.22
|
|
|||
Effective income tax rate
|
$
|
45,042
|
|
|
36.36
|
%
|
|
$
|
45,893
|
|
|
36.83
|
%
|
|
$
|
29,912
|
|
|
33.80
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
(amounts in thousands)
|
|
||||||
Deferred tax assets
|
|
|
|
||||
Allowance for loan losses
|
$
|
9,738
|
|
|
$
|
14,540
|
|
Net unrealized losses on securities
|
512
|
|
|
1,714
|
|
||
OREO expenses
|
748
|
|
|
1,233
|
|
||
Non-accrual interest
|
515
|
|
|
589
|
|
||
Net operating losses
|
1,199
|
|
|
2,137
|
|
||
Deferred compensation
|
1,181
|
|
|
1,523
|
|
||
Equity-based compensation
|
2,748
|
|
|
5,548
|
|
||
Cash flow hedge
|
84
|
|
|
1,413
|
|
||
Incentive compensation
|
634
|
|
|
3,041
|
|
||
Net deferred loan fees
|
47
|
|
|
—
|
|
||
Other
|
2,215
|
|
|
1,972
|
|
||
Total deferred tax assets
|
19,621
|
|
|
33,710
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Fair value adjustments on acquisitions
|
(618
|
)
|
|
(1,039
|
)
|
||
Net deferred loan fees
|
—
|
|
|
(1,090
|
)
|
||
Bank premises and equipment
|
(986
|
)
|
|
(713
|
)
|
||
Lease adjustments
|
(4,899
|
)
|
|
(206
|
)
|
||
Other
|
(980
|
)
|
|
(1,173
|
)
|
||
Total deferred tax liabilities
|
(7,483
|
)
|
|
(4,221
|
)
|
||
Net deferred tax asset
|
$
|
12,138
|
|
|
$
|
29,489
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
||||||||||
Balance as of December 31,
|
$
|
238
|
|
|
$
|
220
|
|
|
$
|
9
|
|
Additions
|
99
|
|
|
1,160
|
|
|
2,218
|
|
|||
Repayments
|
(337
|
)
|
|
(1,142
|
)
|
|
(2,007
|
)
|
|||
Balance as of December 31,
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
220
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
(amounts in thousands)
|
|
||||||
Commitments to fund loans
|
$
|
333,874
|
|
|
$
|
244,784
|
|
Unfunded commitments to fund mortgage warehouse loans
|
1,567,139
|
|
|
1,230,596
|
|
||
Unfunded commitments under lines of credit
|
485,345
|
|
|
480,446
|
|
||
Letters of credit
|
39,890
|
|
|
40,223
|
|
||
Other unused commitments
|
6,679
|
|
|
5,310
|
|
Level 1:
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
|
|
Level 2:
|
Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
|
|
|
Level 3:
|
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Fair Value Measurements at December 31, 2017
|
||||||||||||||
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||||
(amounts in thousands) (as restated)
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
146,323
|
|
|
$
|
146,323
|
|
|
$
|
146,323
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities, available for sale
|
471,371
|
|
|
471,371
|
|
|
3,352
|
|
|
468,019
|
|
|
—
|
|
|||||
Loans held for sale (as restated)
|
146,077
|
|
|
146,251
|
|
|
—
|
|
|
1,886
|
|
|
144,365
|
|
|||||
Total loans receivable, net of allowance for loan losses (as restated)
|
8,523,651
|
|
|
8,470,171
|
|
|
—
|
|
|
1,793,408
|
|
|
6,676,763
|
|
|||||
FHLB, Federal Reserve Bank and other restricted stock
|
105,918
|
|
|
105,918
|
|
|
—
|
|
|
105,918
|
|
|
—
|
|
|||||
Derivatives
|
9,752
|
|
|
9,752
|
|
|
—
|
|
|
9,692
|
|
|
60
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
6,800,142
|
|
|
$
|
6,796,095
|
|
|
$
|
4,894,449
|
|
|
$
|
1,901,646
|
|
|
$
|
—
|
|
Federal funds purchased
|
155,000
|
|
|
155,000
|
|
|
155,000
|
|
|
—
|
|
|
—
|
|
|||||
FHLB advances
|
1,611,860
|
|
|
1,611,603
|
|
|
881,860
|
|
|
729,743
|
|
|
—
|
|
|||||
Other borrowings
|
186,497
|
|
|
193,557
|
|
|
65,072
|
|
|
128,485
|
|
|
—
|
|
|||||
Subordinated debt
|
108,880
|
|
|
115,775
|
|
|
—
|
|
|
115,775
|
|
|
—
|
|
|||||
Derivatives
|
10,074
|
|
|
10,074
|
|
|
—
|
|
|
10,074
|
|
|
—
|
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||||
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||||||||
(amounts in thousands) (as restated)
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
264,709
|
|
|
$
|
264,709
|
|
|
$
|
264,709
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities, available for sale
|
493,474
|
|
|
493,474
|
|
|
15,246
|
|
|
478,228
|
|
|
—
|
|
|||||
Loans held for sale (as restated)
|
695
|
|
|
695
|
|
|
—
|
|
|
695
|
|
|
—
|
|
|||||
Total loans receivable, net of allowance for loan losses (as restated)
|
8,234,137
|
|
|
8,278,835
|
|
|
—
|
|
|
2,116,815
|
|
|
6,162,020
|
|
|||||
FHLB and Federal Reserve Bank, and other restricted stock
|
68,408
|
|
|
68,408
|
|
|
—
|
|
|
68,408
|
|
|
—
|
|
|||||
Derivatives
|
10,864
|
|
|
10,864
|
|
|
—
|
|
|
10,819
|
|
|
45
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
7,303,775
|
|
|
$
|
7,303,663
|
|
|
$
|
4,472,013
|
|
|
$
|
2,831,650
|
|
|
$
|
—
|
|
Federal funds purchased
|
83,000
|
|
|
83,000
|
|
|
83,000
|
|
|
—
|
|
|
—
|
|
|||||
FHLB advances
|
868,800
|
|
|
869,049
|
|
|
688,800
|
|
|
180,249
|
|
|
—
|
|
|||||
Other borrowings
|
87,123
|
|
|
91,761
|
|
|
66,261
|
|
|
25,500
|
|
|
—
|
|
|||||
Subordinated debt
|
108,783
|
|
|
111,375
|
|
|
—
|
|
|
111,375
|
|
|
—
|
|
|||||
Derivatives
|
14,172
|
|
|
14,172
|
|
|
—
|
|
|
14,172
|
|
|
—
|
|
|
December 31, 2017
|
||||||||||||||
|
Fair Value Measurements at the End of the Reporting Period Using
|
||||||||||||||
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
(amounts in thousands) (as restated)
|
|
||||||||||||||
Measured at Fair Value on a Recurring Basis
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
183,458
|
|
|
$
|
—
|
|
|
$
|
183,458
|
|
Agency-guaranteed commercial mortgage-backed securities
|
—
|
|
|
238,472
|
|
|
—
|
|
|
238,472
|
|
||||
Corporate notes
|
—
|
|
|
46,089
|
|
|
—
|
|
|
46,089
|
|
||||
Equity securities
|
3,352
|
|
|
—
|
|
|
—
|
|
|
3,352
|
|
||||
Derivatives
|
—
|
|
|
9,692
|
|
|
60
|
|
|
9,752
|
|
||||
Loans held for sale – fair value option (as restated)
|
—
|
|
|
1,886
|
|
|
—
|
|
|
1,886
|
|
||||
Loans receivable, mortgage warehouse – fair value option (as restated)
|
—
|
|
|
1,793,408
|
|
|
—
|
|
|
1,793,408
|
|
||||
Total assets - recurring fair value measurements
|
$
|
3,352
|
|
|
$
|
2,273,005
|
|
|
$
|
60
|
|
|
$
|
2,276,417
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
—
|
|
|
$
|
10,074
|
|
|
$
|
—
|
|
|
$
|
10,074
|
|
Measured at Fair Value on a Nonrecurring Basis
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans, net of specific reserves of $1,451
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,902
|
|
|
$
|
13,902
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
1,449
|
|
|
1,449
|
|
||||
Total assets - nonrecurring fair value measurements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,351
|
|
|
$
|
15,351
|
|
|
December 31, 2016
|
||||||||||||||
|
Fair Value Measurements at the End of the Reporting Period Using
|
||||||||||||||
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
(amounts in thousands) (as restated)
|
|
||||||||||||||
Measured at Fair Value on a Recurring Basis
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Agency-guaranteed residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
231,263
|
|
|
$
|
—
|
|
|
$
|
231,263
|
|
Agency-guaranteed commercial mortgage-backed securities
|
—
|
|
|
201,817
|
|
|
—
|
|
|
201,817
|
|
||||
Corporate notes
|
—
|
|
|
45,148
|
|
|
—
|
|
|
45,148
|
|
||||
Equity securities
|
15,246
|
|
|
—
|
|
|
—
|
|
|
15,246
|
|
||||
Derivatives
|
—
|
|
|
10,819
|
|
|
45
|
|
|
10,864
|
|
||||
Loans held for sale – fair value option (as restated)
|
—
|
|
|
695
|
|
|
—
|
|
|
695
|
|
||||
Loans receivable, mortgage warehouse – fair value option (as restated)
|
—
|
|
|
2,116,815
|
|
|
—
|
|
|
2,116,815
|
|
||||
Total assets - recurring fair value measurements
|
$
|
15,246
|
|
|
$
|
2,606,557
|
|
|
$
|
45
|
|
|
$
|
2,621,848
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
—
|
|
|
$
|
14,172
|
|
|
$
|
—
|
|
|
$
|
14,172
|
|
Measured at Fair Value on a Nonrecurring Basis
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans, net of specific reserves of $1,360
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,527
|
|
|
$
|
6,527
|
|
Other real estate owned
|
—
|
|
|
—
|
|
|
2,731
|
|
|
2,731
|
|
||||
Total assets - nonrecurring fair value measurements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,258
|
|
|
$
|
9,258
|
|
|
|
For the Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
Residential Mortgage Loan Commitments
|
||||||
(amounts in thousands)
|
|
|
|
|
||||
Balance at December 31,
|
|
$
|
45
|
|
|
$
|
45
|
|
Issuances
|
|
360
|
|
|
400
|
|
||
Settlements
|
|
(345
|
)
|
|
(400
|
)
|
||
Balance at December 31,
|
|
$
|
60
|
|
|
$
|
45
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
|||||||||
December 31, 2017
|
Fair Value
Estimate |
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted
Average) (4) |
|||
(dollars in thousands)
|
|
|||||||||
Impaired loans
|
$
|
13,902
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
(8
|
)%
|
Other real estate owned
|
1,449
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
(8
|
)%
|
|
Residential mortgage loan commitments
|
60
|
|
|
Adjusted market bid
|
|
Pull-through rate
|
|
90
|
%
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
|||||||||
December 31, 2016
|
Fair Value
Estimate |
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted
Average) (4) |
|||
(dollars in thousands)
|
|
|||||||||
Impaired loans
|
$
|
1,431
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
(8
|
)%
|
Impaired loans
|
5,096
|
|
|
Discounted cash flow
|
|
Projected cash flows (3)
|
|
4 times EBIDTA
|
|
|
Other real estate owned
|
2,731
|
|
|
Collateral appraisal (1)
|
|
Liquidation expenses (2)
|
|
(8
|
)%
|
|
Residential mortgage loan commitments
|
45
|
|
|
Adjusted market bid
|
|
Pull-through rate
|
|
90
|
%
|
(1)
|
Obtained from approved independent appraisers. Appraisals are current and in compliance with credit policy. Customers does not generally discount appraisals.
|
(2)
|
Fair value is adjusted for estimated costs to sell based on a percentage of the value determined by appraisal.
|
(3)
|
Projected cash flows of the business derived using EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) multiple based on management's best estimate.
|
(4)
|
Presented as a percentage of the value determined by appraisal for impaired loans and other real estate owned.
|
|
|
December 31, 2017
|
||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
|
Balance Sheet
|
|
|
|
Balance Sheet
|
|
|
||||
|
|
Location
|
|
Fair Value
|
|
Location
|
|
Fair Value
|
||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
||||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
816
|
|
|
Other liabilities
|
|
$
|
1,140
|
|
Total
|
|
|
|
$
|
816
|
|
|
|
|
$
|
1,140
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
8,776
|
|
|
Other liabilities
|
|
$
|
8,897
|
|
Credit contracts
|
|
Other assets
|
|
100
|
|
|
Other liabilities
|
|
37
|
|
||
Residential mortgage loan commitments
|
|
Other assets
|
|
60
|
|
|
Other liabilities
|
|
—
|
|
||
Total
|
|
|
|
$
|
8,936
|
|
|
|
|
$
|
8,934
|
|
|
|
December 31, 2016
|
||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||
(amounts in thousands)
|
|
|
||||||||||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
3,624
|
|
Total
|
|
|
|
$
|
—
|
|
|
|
|
$
|
3,624
|
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Other assets
|
|
$
|
10,683
|
|
|
Other liabilities
|
|
$
|
10,537
|
|
Credit contracts
|
|
Other assets
|
|
136
|
|
|
Other liabilities
|
|
11
|
|
||
Residential mortgage loan commitments
|
|
Other assets
|
|
45
|
|
|
Other liabilities
|
|
—
|
|
||
Total
|
|
|
|
$
|
10,864
|
|
|
|
|
$
|
10,548
|
|
|
For the Year Ended December 31, 2017
|
|||
|
Income Statement Location
|
Amount of Income
Recognized in Earnings
|
||
(amounts in thousands)
|
|
|||
Derivatives not designated as hedging instruments
|
|
|
||
Interest rate swaps
|
Other non-interest income
|
$
|
604
|
|
Credit contracts
|
Other non-interest income
|
171
|
|
|
Residential mortgage loan commitments
|
Mortgage banking income
|
15
|
|
|
Total
|
|
$
|
790
|
|
|
For the Year Ended December 31, 2016
|
|||
|
Income Statement Location
|
Amount of Income
Recognized in Earnings
|
||
(amounts in thousands)
|
|
|||
Derivatives not designated as hedging instruments
|
|
|
||
Interest rate swaps
|
Other non-interest income
|
$
|
2,955
|
|
Credit contracts
|
Other non-interest income
|
163
|
|
|
Residential mortgage loan commitments
|
Mortgage banking income
|
—
|
|
|
Total
|
|
$
|
3,118
|
|
|
For the Year Ended December 31, 2015
|
|||
|
Income Statement Location
|
Amount of Income (Loss)
Recognized in Earnings
|
||
(amounts in thousands)
|
|
|||
Derivatives not designated as hedging instruments
|
|
|
||
Interest rate swaps
|
Other non-interest income
|
$
|
1,889
|
|
Credit contracts
|
Other non-interest income
|
(15
|
)
|
|
Residential mortgage loan commitments
|
Mortgage banking income
|
2
|
|
|
Total
|
|
$
|
1,876
|
|
|
|
For the Year Ended December 31, 2017
|
||||||||
|
|
|
|
Location of Gain
|
|
Amount of Loss
|
||||
|
|
Amount of Income
|
|
(Loss) Reclassified
|
|
Reclassified from
|
||||
|
|
Recognized in OCI on
|
|
from Accumulated
|
|
Accumulated OCI into
|
||||
|
|
Derivatives (Effective
|
|
OCI into Income
|
|
Income (Effective
|
||||
|
|
Portion) (1)
|
|
(Effective Portion)
|
|
Portion)
|
||||
(amounts in thousands)
|
|
|
|
|
|
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
406
|
|
|
Interest expense
|
|
$
|
(2,634
|
)
|
|
|
For the Year Ended December 31, 2016
|
||||||||
|
|
|
|
Location of Gain
|
|
Amount of Loss
|
||||
|
|
Amount of Loss
|
|
(Loss) Reclassified
|
|
Reclassified from
|
||||
|
|
Recognized in OCI on
|
|
from Accumulated
|
|
Accumulated OCI into
|
||||
|
|
Derivatives (Effective
|
|
OCI into Income
|
|
Income (Effective
|
||||
|
|
Portion) (1)
|
|
(Effective Portion)
|
|
Portion)
|
||||
(amounts in thousands)
|
|
|
|
|
|
|
||||
Derivative in cash flow hedging relationship:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
(629
|
)
|
|
Interest expense
|
|
$
|
(1,946
|
)
|
|
|
For the Year Ended December 31, 2015
|
||||||||
|
|
|
|
Location of Gain
|
|
Amount of Gain (Loss)
|
||||
|
|
Amount of Loss
|
|
(Loss) Reclassified
|
|
Reclassified from
|
||||
|
|
Recognized in OCI on
|
|
from Accumulated
|
|
Accumulated OCI into
|
||||
|
|
Derivatives (Effective
|
|
OCI into Income
|
|
Income (Effective
|
||||
|
|
Portion) (1)
|
|
(Effective Portion)
|
|
Portion)
|
||||
(amounts in thousands)
|
|
|
|
|
|
|
||||
Derivative in cash flow hedging relationship:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
(1,534
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
Offsetting of Financial Assets and Derivative Assets at
|
||||||||||||||||||||||
|
December 31, 2017
|
||||||||||||||||||||||
|
|
|
Gross Amounts Not Offset in
the Consolidated Balance Sheet
|
||||||||||||||||||||
|
Gross Amount of
Recognized Assets
|
|
Gross
Amounts
Offset in the
Consolidated
Balance
Sheet
|
|
Net
Amounts of
Assets
Presented
in the
Consolidated
Balance
Sheet
|
|
Financial Instruments
|
|
Cash
Collateral
Received
|
|
Net Amount
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
5,930
|
|
|
$
|
—
|
|
|
$
|
5,930
|
|
|
$
|
—
|
|
|
$
|
5,070
|
|
|
$
|
860
|
|
|
Offsetting of Financial Assets and Derivative Assets at
|
||||||||||||||||||||||
|
December 31, 2016
|
||||||||||||||||||||||
|
|
|
Gross Amounts Not Offset in
the Consolidated Balance Sheet
|
||||||||||||||||||||
|
Gross Amount of
Recognized Assets
|
|
Gross
Amounts
Offset in the
Consolidated
Balance
Sheet
|
|
Net
Amounts of
Assets
Presented
in the
Consolidated
Balance
Sheet
|
|
Financial Instruments
|
|
Cash
Collateral
Received
|
|
Net Amount
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
4,723
|
|
|
$
|
—
|
|
|
$
|
4,723
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,723
|
|
|
Offsetting of Financial Liabilities and Derivative Liabilities at
|
||||||||||||||||||||||
|
December 31, 2017
|
||||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset in
the Consolidated Balance Sheet
|
||||||||||||||||
|
Gross Amount of
Recognized Liabilities
|
|
Gross
Amounts
Offset in the
Consolidated
Balance
Sheet
|
|
Net
Amounts of
Liabilities
Presented
in the
Consolidated
Balance
Sheet
|
|
Financial
Instruments
|
|
Cash
Collateral
Pledged
|
|
Net Amount
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
5,058
|
|
|
$
|
—
|
|
|
$
|
5,058
|
|
|
$
|
—
|
|
|
$
|
4,872
|
|
|
$
|
186
|
|
|
Offsetting of Financial Liabilities and Derivative Liabilities at
|
||||||||||||||||||||||
|
December 31, 2016
|
||||||||||||||||||||||
|
Gross Amount of
Recognized Liabilities
|
|
Gross
Amounts
Offset in the
Consolidated
Balance
Sheet
|
|
Net
Amounts of
Liabilities
Presented
in the
Consolidated
Balance
Sheet
|
|
Financial
Instruments
|
|
Cash
Collateral
Pledged
|
|
Net Amount
|
||||||||||||
(amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Description
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap derivatives with institutional counterparties
|
$
|
9,825
|
|
|
$
|
—
|
|
|
$
|
9,825
|
|
|
$
|
—
|
|
|
$
|
4,472
|
|
|
$
|
5,353
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
(amounts in thousands)
|
|
||||||
Assets
|
|
|
|
||||
Cash in subsidiary bank
|
$
|
67,231
|
|
|
$
|
54,441
|
|
Investments in and receivables due from subsidiaries
|
1,039,883
|
|
|
883,793
|
|
||
Other assets
|
3,160
|
|
|
10,784
|
|
||
Total assets
|
$
|
1,110,274
|
|
|
$
|
949,018
|
|
Liabilities and Shareholders’ equity
|
|
|
|
||||
Borrowings
|
$
|
186,497
|
|
|
$
|
87,123
|
|
Other liabilities
|
2,813
|
|
|
6,023
|
|
||
Total liabilities
|
189,310
|
|
|
93,146
|
|
||
Shareholders’ equity
|
920,964
|
|
|
855,872
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,110,274
|
|
|
$
|
949,018
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
(amounts in thousands)
|
|
||||||||||
Operating income:
|
|
|
|
|
|
||||||
Other
|
$
|
38,200
|
|
|
$
|
25,400
|
|
|
$
|
18,545
|
|
Total operating income
|
38,200
|
|
|
25,400
|
|
|
18,545
|
|
|||
Operating expense:
|
|
|
|
|
|
||||||
Interest
|
7,984
|
|
|
5,854
|
|
|
5,854
|
|
|||
Other
|
1,742
|
|
|
4,570
|
|
|
4,604
|
|
|||
Total operating expense
|
9,726
|
|
|
10,424
|
|
|
10,458
|
|
|||
Income before taxes and undistributed income of subsidiaries
|
28,474
|
|
|
14,976
|
|
|
8,087
|
|
|||
Income tax benefit
|
3,620
|
|
|
3,961
|
|
|
3,516
|
|
|||
Income before undistributed income of subsidiaries
|
32,094
|
|
|
18,937
|
|
|
11,603
|
|
|||
Equity in undistributed income of subsidiaries
|
46,743
|
|
|
59,765
|
|
|
46,980
|
|
|||
Net income
|
78,837
|
|
|
78,702
|
|
|
58,583
|
|
|||
Preferred stock dividends
|
14,459
|
|
|
9,515
|
|
|
2,493
|
|
|||
Net income available to common shareholders
|
64,378
|
|
|
69,187
|
|
|
56,090
|
|
|||
Comprehensive income
|
$
|
83,370
|
|
|
$
|
81,794
|
|
|
$
|
50,721
|
|
|
For the Years Ended December 31,
|
||||||||||
(amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
78,837
|
|
|
$
|
78,702
|
|
|
$
|
58,583
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed earnings of subsidiaries, net of dividends received from Bank
|
(46,743
|
)
|
|
(59,765
|
)
|
|
(46,980
|
)
|
|||
Loss on sale of available for sale investment securities
|
—
|
|
|
1
|
|
|
—
|
|
|||
(Increase) decrease in other assets
|
7,624
|
|
|
(7,721
|
)
|
|
2,488
|
|
|||
Increase (decrease) in other liabilities
|
(1,322
|
)
|
|
54
|
|
|
(112
|
)
|
|||
Net Cash Provided By Operating Activities
|
38,396
|
|
|
11,271
|
|
|
13,979
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from sales of investment securities available for sale
|
—
|
|
|
4
|
|
|
—
|
|
|||
Payments for investments in and advances to subsidiaries
|
(98,725
|
)
|
|
(230,872
|
)
|
|
(30,036
|
)
|
|||
Net Cash Used in Investing Activities
|
(98,725
|
)
|
|
(230,868
|
)
|
|
(30,036
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock
|
2,716
|
|
|
70,985
|
|
|
904
|
|
|||
Proceeds from issuance of preferred stock
|
—
|
|
|
161,902
|
|
|
55,569
|
|
|||
Proceeds from issuance of long-term debt
|
98,564
|
|
|
—
|
|
|
—
|
|
|||
Exercise and redemption of warrants
|
1,059
|
|
|
1,532
|
|
|
—
|
|
|||
Payments of employee taxes withheld from share-based awards
|
(14,761
|
)
|
|
(5,897
|
)
|
|
—
|
|
|||
Preferred stock dividends paid
|
(14,459
|
)
|
|
(9,051
|
)
|
|
(2,314
|
)
|
|||
Net Cash Provided by Financing Activities
|
73,119
|
|
|
219,471
|
|
|
54,159
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
12,790
|
|
|
(126
|
)
|
|
38,102
|
|
|||
Cash and Cash Equivalents – Beginning
|
54,441
|
|
|
54,567
|
|
|
16,465
|
|
|||
Cash and Cash Equivalents – Ending
|
$
|
67,231
|
|
|
$
|
54,441
|
|
|
$
|
54,567
|
|
|
2017
|
||||||||||||||
Quarter Ended
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
(amounts in thousands, except per share data)
|
|
||||||||||||||
Interest income
|
$
|
97,619
|
|
|
$
|
98,285
|
|
|
$
|
93,852
|
|
|
$
|
83,094
|
|
Interest expense
|
29,319
|
|
|
30,266
|
|
|
25,246
|
|
|
20,676
|
|
||||
Net interest income
|
68,300
|
|
|
68,019
|
|
|
68,606
|
|
|
62,418
|
|
||||
Provision for loan losses
|
831
|
|
|
2,352
|
|
|
535
|
|
|
3,050
|
|
||||
Non-interest income
|
19,740
|
|
|
18,026
|
|
|
18,391
|
|
|
22,754
|
|
||||
Non-interest expenses
|
54,788
|
|
|
61,040
|
|
|
50,413
|
|
|
49,366
|
|
||||
Income before income taxes
|
32,421
|
|
|
22,653
|
|
|
36,049
|
|
|
32,756
|
|
||||
Provision for income taxes
|
10,806
|
|
|
14,899
|
|
|
12,327
|
|
|
7,009
|
|
||||
Net income
|
21,615
|
|
|
7,754
|
|
|
23,722
|
|
|
25,747
|
|
||||
Preferred stock dividends
|
3,615
|
|
|
3,615
|
|
|
3,615
|
|
|
3,615
|
|
||||
Net income available to common shareholders
|
$
|
18,000
|
|
|
$
|
4,139
|
|
|
$
|
20,107
|
|
|
$
|
22,132
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
$
|
0.58
|
|
|
$
|
0.13
|
|
|
$
|
0.66
|
|
|
$
|
0.73
|
|
Diluted earnings per common share
|
$
|
0.55
|
|
|
$
|
0.13
|
|
|
$
|
0.62
|
|
|
$
|
0.67
|
|
|
2016
|
||||||||||||||
Quarter Ended
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
(amounts in thousands, except per share data)
|
|
||||||||||||||
Interest income
|
$
|
83,609
|
|
|
$
|
84,212
|
|
|
$
|
81,321
|
|
|
$
|
73,398
|
|
Interest expense
|
19,481
|
|
|
19,627
|
|
|
18,163
|
|
|
15,771
|
|
||||
Net interest income
|
64,128
|
|
|
64,585
|
|
|
63,158
|
|
|
57,627
|
|
||||
Provision for loan losses
|
187
|
|
|
88
|
|
|
786
|
|
|
1,980
|
|
||||
Non-interest income
|
15,131
|
|
|
27,486
|
|
|
8,257
|
|
|
5,494
|
|
||||
Non-interest expenses
|
49,924
|
|
|
56,218
|
|
|
38,183
|
|
|
33,905
|
|
||||
Income before income taxes
|
29,148
|
|
|
35,765
|
|
|
32,446
|
|
|
27,236
|
|
||||
Provision for income taxes
|
9,320
|
|
|
14,558
|
|
|
12,963
|
|
|
9,052
|
|
||||
Net income
|
19,828
|
|
|
21,207
|
|
|
19,483
|
|
|
18,184
|
|
||||
Preferred stock dividends
|
3,615
|
|
|
2,552
|
|
|
2,062
|
|
|
1,286
|
|
||||
Net income available to common shareholders
|
$
|
16,213
|
|
|
$
|
18,655
|
|
|
$
|
17,421
|
|
|
$
|
16,898
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
$
|
0.56
|
|
|
$
|
0.68
|
|
|
$
|
0.64
|
|
|
$
|
0.63
|
|
Diluted earnings per common share
|
$
|
0.51
|
|
|
$
|
0.63
|
|
|
$
|
0.59
|
|
|
$
|
0.58
|
|
|
For the Year Ended December 31, 2017
|
||||||||||
(amounts in thousands)
|
Community
Business Banking
|
|
BankMobile
|
|
Consolidated
|
||||||
Interest income
(1)
|
$
|
359,931
|
|
|
$
|
12,919
|
|
|
$
|
372,850
|
|
Interest expense
|
105,438
|
|
|
69
|
|
|
105,507
|
|
|||
Net interest income
|
254,493
|
|
|
12,850
|
|
|
267,343
|
|
|||
Provision for loan losses
|
5,638
|
|
|
1,130
|
|
|
6,768
|
|
|||
Non-interest income
|
24,788
|
|
|
54,122
|
|
|
78,910
|
|
|||
Non-interest expense
|
128,604
|
|
|
87,002
|
|
|
215,606
|
|
|||
Income (loss) before income taxes
|
145,039
|
|
|
(21,160
|
)
|
|
123,879
|
|
|||
Income tax expense (benefit)
|
53,013
|
|
|
(7,971
|
)
|
|
45,042
|
|
|||
Net income (loss)
|
92,026
|
|
|
(13,189
|
)
|
|
78,837
|
|
|||
Preferred stock dividends
|
14,459
|
|
|
—
|
|
|
14,459
|
|
|||
Net income (loss) available to common shareholders
|
$
|
77,567
|
|
|
$
|
(13,189
|
)
|
|
$
|
64,378
|
|
|
|
|
|
|
|
||||||
Goodwill and other intangibles
|
$
|
3,630
|
|
|
$
|
12,665
|
|
|
$
|
16,295
|
|
Total assets
|
$
|
9,769,996
|
|
|
$
|
69,559
|
|
|
$
|
9,839,555
|
|
Total deposits
|
$
|
6,400,310
|
|
|
$
|
399,832
|
|
|
$
|
6,800,142
|
|
Total non-deposit liabilities
|
$
|
2,106,919
|
|
|
$
|
11,530
|
|
|
$
|
2,118,449
|
|
|
For the Year Ended December 31, 2016
|
||||||||||
(amounts in thousands)
|
Community
Business Banking
|
|
BankMobile
|
|
Consolidated
|
||||||
Interest income
(1)
|
$
|
315,643
|
|
|
$
|
6,896
|
|
|
$
|
322,539
|
|
Interest expense
|
73,004
|
|
|
38
|
|
|
73,042
|
|
|||
Net interest income
|
242,639
|
|
|
6,858
|
|
|
249,497
|
|
|||
Provision for loan losses
|
2,246
|
|
|
795
|
|
|
3,041
|
|
|||
Non-interest income
|
23,165
|
|
|
33,205
|
|
|
56,370
|
|
|||
Non-interest expense
(2)
|
130,394
|
|
|
47,837
|
|
|
178,231
|
|
|||
Income (loss) before income taxes
|
133,164
|
|
|
(8,569
|
)
|
|
124,595
|
|
|||
Income tax expense (benefit)
(2)
|
49,149
|
|
|
(3,256
|
)
|
|
45,893
|
|
|||
Net income (loss)
|
84,015
|
|
|
(5,313
|
)
|
|
78,702
|
|
|||
Preferred stock dividends
|
9,515
|
|
|
—
|
|
|
9,515
|
|
|||
Net income (loss) available to common shareholders
|
$
|
74,500
|
|
|
$
|
(5,313
|
)
|
|
$
|
69,187
|
|
|
|
|
|
|
|
||||||
Goodwill and other intangibles
|
$
|
3,639
|
|
|
$
|
13,982
|
|
|
$
|
17,621
|
|
Total assets
|
$
|
9,303,465
|
|
|
$
|
79,271
|
|
|
$
|
9,382,736
|
|
Total deposits
|
$
|
6,846,980
|
|
|
$
|
456,795
|
|
|
$
|
7,303,775
|
|
Total non-deposit liabilities
|
$
|
1,195,087
|
|
|
$
|
28,002
|
|
|
$
|
1,223,089
|
|
|
For the Year Ended December 31, 2015
|
||||||||||
(amounts in thousands)
|
Community
Business Banking
|
|
BankMobile
|
|
Consolidated
|
||||||
Interest income
(1)
|
$
|
243,404
|
|
|
$
|
6,446
|
|
|
$
|
249,850
|
|
Interest expense
|
53,536
|
|
|
24
|
|
|
53,560
|
|
|||
Net interest income
|
189,868
|
|
|
6,422
|
|
|
196,290
|
|
|||
Provision for loan losses
|
20,562
|
|
|
4
|
|
|
20,566
|
|
|||
Non-interest income
|
27,573
|
|
|
144
|
|
|
27,717
|
|
|||
Non-interest expense
|
107,569
|
|
|
7,377
|
|
|
114,946
|
|
|||
Income (loss) before income taxes
|
89,310
|
|
|
(815
|
)
|
|
88,495
|
|
|||
Income tax expense (benefit)
|
30,221
|
|
|
(309
|
)
|
|
29,912
|
|
|||
Net income (loss)
|
59,089
|
|
|
(506
|
)
|
|
58,583
|
|
|||
Preferred stock dividends
|
2,493
|
|
|
—
|
|
|
2,493
|
|
|||
Net income (loss) available to common shareholders
|
$
|
56,596
|
|
|
$
|
(506
|
)
|
|
$
|
56,090
|
|
|
|
|
|
|
|
||||||
Goodwill and other intangibles
|
$
|
3,651
|
|
|
$
|
—
|
|
|
$
|
3,651
|
|
Total assets
|
$
|
8,395,525
|
|
|
$
|
2,680
|
|
|
$
|
8,398,205
|
|
Total deposits
|
$
|
5,662,433
|
|
|
$
|
247,068
|
|
|
$
|
5,909,501
|
|
Total non-deposit liabilities
|
$
|
1,934,731
|
|
|
$
|
71
|
|
|
$
|
1,934,802
|
|
(a)
|
1. Financial Statements
|
(b)
|
2. Financial Statements Schedules
|
(c)
|
Exhibits
|
Exhibit
No.
|
|
Description
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
3.8
|
|
|
|
|
|
3.9
|
|
|
|
|
|
4.1
|
|
|
|
|
Exhibit
No.
|
|
Description
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
10.1+
|
|
|
|
|
|
10.2+
|
|
|
|
|
|
10.3+
|
|
|
|
|
|
10.4+
|
|
|
|
|
|
10.5+
|
|
|
|
|
|
10.6+
|
|
|
|
|
|
10.7+
|
|
|
|
|
|
10.8+
|
|
|
|
|
|
10.9+
|
|
|
|
|
|
10.10+
|
|
|
|
|
Exhibit
No.
|
|
Description
|
10.11+
|
|
|
|
|
|
10.12+
|
|
|
|
|
|
10.13+
|
|
|
|
|
|
10.14+
|
|
|
|
|
|
10.15+
|
|
|
|
|
|
10.16+
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22+
|
|
|
|
|
|
10.23+
|
|
|
|
|
|
10.24+
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
Exhibit
No.
|
|
Description
|
|
|
|
101
|
|
Interactive Data Files regarding (a) Balance Sheets as of December 31, 2017 and 2016, (b) Statements of Income for the years ended December 31, 2017, 2016 and 2015, (c) Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015, (d) Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015, (e) Statements of Changes in Shareholders’ Equity for the years ended December 31, 2017, 2016 and 2015 and (f) Notes to Financial Statements for the years ended December 31, 2017, 2016 and 2015.
|
|
|
|
+
|
Management Contract or compensatory plan or arrangement
|
|
Customers Bancorp, Inc.
|
||
|
|
|
|
November 30, 2018
|
By:
|
|
/s/ Jay S. Sidhu
|
|
Name:
|
|
Jay S. Sidhu
|
|
Title:
|
|
Chairman and Chief Executive Officer
|
|
|
||
|
Customers Bancorp, Inc.
|
||
|
|
|
|
November 30, 2018
|
By:
|
|
/s/ Carla A. Leibold
|
|
Name:
|
|
Carla A. Leibold
|
|
Title:
|
|
Chief Financial Officer
|
|
|
|
|
|