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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________  
FORM 10-Q
___________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
Commission File Number: 1-9047
___________________________________________________
Independent Bank Corp.
(Exact name of registrant as specified in its charter)
  ___________________________________________________
Massachusetts
04-2870273
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Office Address: 2036 Washington Street, Hanover Massachusetts 02339
Mailing Address: 288 Union Street, Rockland, Massachusetts 02370
(Address of principal executive offices, including zip code)
(781) 878-6100
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer
x
Accelerated Filer
o
 
 
 
 
Non-accelerated Filer
o
Smaller Reporting Company
o
 
 
 
 
 
 
Emerging Growth Company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Acts. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   o     No   x
As of May 1, 2017 , there were 27,051,479 shares of the issuer’s common stock outstanding, par value $0.01 per share.
 


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Table of Contents

Table of Contents
 
 
 
 
Exhibit 10.1 - Independent Bank Corp. 2017 Executive Incentive Plan
 
Exhibit 31.1 – Certification 302
 
Exhibit 31.2 – Certification 302
 
Exhibit 32.1 – Certification 906
 
Exhibit 32.2 – Certification 906
 

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PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
INDEPENDENT BANK CORP.
CONSOLIDATED BALANCE SHEETS
(Unaudited—Dollars in thousands)
 
 
March 31,
2017
 
December 31, 2016
Assets
Cash and due from banks
$
94,662

 
$
97,196

Interest-earning deposits with banks
125,411

 
191,899

Securities
 
 
 
Securities - trading
1,289

 
804

Securities - available for sale
401,837

 
363,644

Securities - held to maturity (fair value $500,917 and $485,650)
502,123

 
487,076

Total securities
905,249

 
851,524

Loans held for sale (at fair value)
3,398

 
6,139

Loans
 
 
 
Commercial and industrial
881,329

 
902,053

Commercial real estate
3,027,305

 
3,010,798

Commercial construction
356,173

 
320,391

Small business
126,374

 
122,726

Residential real estate
653,999

 
644,426

Home equity - first position
595,828

 
577,006

Home equity - subordinate positions
412,943

 
411,141

Other consumer
10,415

 
11,064

   Total loans
6,064,366

 
5,999,605

Less: allowance for loan losses
(62,318
)
 
(61,566
)
Net loans
6,002,048

 
5,938,039

Federal Home Loan Bank stock
11,497

 
11,497

Bank premises and equipment, net
82,027

 
78,480

Goodwill
221,526

 
221,526

Other intangible assets
9,087

 
9,848

Cash surrender value of life insurance policies
145,560

 
144,503

Other real estate owned and other foreclosed assets
3,404

 
4,173

Other assets
134,245

 
154,551

Total assets
$
7,738,114

 
$
7,709,375

Liabilities and Stockholders' Equity
Deposits
 
 
 
Demand deposits
$
2,043,359

 
$
2,057,086

Savings and interest checking accounts
2,542,667

 
2,469,237

Money market
1,268,796

 
1,236,778

Time certificates of deposit of $100,000 and over
242,562

 
266,190

Other time certificates of deposits
373,290

 
382,962

Total deposits
6,470,674

 
6,412,253

Borrowings
 
 
 
Federal Home Loan Bank borrowings
50,811

 
50,819


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Customer repurchase agreements
145,772

 
176,913

Junior subordinated debentures (less unamortized debt issuance costs of $131 and $136)
73,067

 
73,107

Subordinated debentures (less unamortized debt issuance costs of $353 and $365)
34,647

 
34,635

Total borrowings
304,297

 
335,474

Other liabilities
85,663

 
96,958

Total liabilities
6,860,634

 
6,844,685

Commitments and contingencies
—

 
—

Stockholders' equity
 
 
 
Preferred stock, $.01 par value, authorized: 1,000,000 shares, outstanding: none
—

 
—

Common stock, $.01 par value, authorized: 75,000,000 shares,
issued and outstanding: 27,046,768 shares at March 31, 2017 and 27,005,813 shares at December 31, 2016 (includes 191,181 and 212,698 shares of unvested participating restricted stock awards, respectively)
269

 
268

Value of shares held in rabbi trust at cost: 161,156 shares at March 31, 2017 and 170,036 shares at December 31, 2016
(4,330
)
 
(4,277
)
Deferred compensation and other retirement benefit obligations
4,330

 
4,277

Additional paid in capital
452,048

 
451,664

Retained earnings
425,802

 
414,095

Accumulated other comprehensive loss, net of tax
(639
)
 
(1,337
)
Total stockholders’ equity
877,480

 
864,690

Total liabilities and stockholders' equity
$
7,738,114

 
$
7,709,375

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.


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INDEPENDENT BANK CORP.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited—Dollars in thousands, except per share data)
 
Three Months Ended
 
March 31
 
2017
 
2016
Interest income
 
 
 
Interest and fees on loans
$
58,793

 
$
54,269

Taxable interest and dividends on securities
5,367

 
5,197

Nontaxable interest and dividends on securities
26

 
32

Interest on loans held for sale
14

 
32

Interest on federal funds sold and short-term investments
207

 
211

Total interest and dividend income
64,407

 
59,741

Interest expense
 
 
 
Interest on deposits
2,767

 
2,868

Interest on borrowings
1,440

 
1,982

Total interest expense
4,207

 
4,850

Net interest income
60,200

 
54,891

Provision for loan losses
600

 
525

Net interest income after provision for loan losses
59,600

 
54,366

Noninterest income
 
 
 
Deposit account fees
4,544

 
4,595

Interchange and ATM fees
3,922

 
3,724

Investment management
5,614

 
5,003

Mortgage banking income
957

 
1,132

Gain on sale of equity securities
4

 
—

Increase in cash surrender value of life insurance policies
964

 
1,014

Loan level derivative income
606

 
1,722

Other noninterest income
2,301

 
1,965

Total noninterest income
18,912

 
19,155

Noninterest expenses
 
 
 
Salaries and employee benefits
28,324

 
27,189

Occupancy and equipment expenses
6,158

 
5,827

Data processing and facilities management
1,272

 
1,206

FDIC assessment
783

 
1,010

Advertising expense
1,294

 
1,257

Loss on extinguishment of debt
—

 
437

Loss on sale of equity securities
3

 
29

Merger and acquisition expense
484

 
334

Software maintenance
930

 
754

Other noninterest expenses
9,525

 
8,439

Total noninterest expenses
48,773

 
46,482

Income before income taxes
29,739

 
27,039

Provision for income taxes
9,014

 
8,428

Net income
$
20,725

 
$
18,611

Basic earnings per share
$
0.77

 
$
0.71

Diluted earnings per share
$
0.76

 
$
0.71

Weighted average common shares (basic)
27,029,640

 
26,275,323

Common share equivalents
81,283

 
43,409

Weighted average common shares (diluted)
27,110,923

 
26,318,732

Cash dividends declared per common share
$
0.32

 
$
0.29

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.


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INDEPENDENT BANK CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited—Dollars in thousands)
 
 
Three Months Ended
 
 
March 31
 
 
2017
 
2016
 
Net income
$
20,725

 
$
18,611

 
Other comprehensive income, net of tax
 
 
 
 
Net change in fair value of securities available for sale
531

 
4,081

 
Net change in fair value of cash flow hedges
89

 
123

 
Net change in other comprehensive income for defined benefit postretirement plans
78

 
60

 
Total other comprehensive income
698

 
4,264

 
Total comprehensive income
$
21,423

 
$
22,875

 
The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.


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INDEPENDENT BANK CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited—Dollars in thousands, except per share data)

 
Common Stock Outstanding
 
Common Stock
 
Value of Shares Held in Rabbi Trust at Cost
 
Deferred Compensation and Other Retirement Benefit Obligations
 
Additional Paid in Capital
 
Retained Earnings
 
Accumulated Other
Comprehensive Income (Loss)
 
Total
Balance December 31, 2016
27,005,813

 
$
268

 
$
(4,277
)
 
$
4,277

 
$
451,664

 
$
414,095

 
$
(1,337
)
 
$
864,690

Cumulative effect accounting adjustment (1)
—

 
—

 
—

 
—

 
542

 
(365
)
 
—

 
177

Net income
—

 
—

 
—

 
—

 
—

 
20,725

 
—

 
20,725

Other comprehensive income
—

 
—

 
—

 
—

 
—

 
—

 
698

 
698

Common dividend declared ($0.32 per share)
—

 
—

 
—

 
—

 
—

 
(8,653
)
 
—

 
(8,653
)
Proceeds from exercise of stock options, net of cash paid
7,688

 
—

 
—

 
—

 
143

 
—

 
—

 
143

Stock based compensation
—

 
—

 
—

 
—

 
643

 
—

 
—

 
643

Restricted stock awards issued, net of awards surrendered
27,534

 
1

 
—

 
—

 
(1,337
)
 
—

 
—

 
(1,336
)
Shares issued under direct stock purchase plan
5,733

 
—

 
—

 
—

 
393

 
—

 
—

 
393

Deferred compensation and other retirement benefit obligations
—

 
—

 
(53
)
 
53

 
—

 
—

 
—

 
—

Balance March 31, 2017
27,046,768

 
$
269

 
$
(4,330
)
 
$
4,330

 
$
452,048

 
$
425,802

 
$
(639
)
 
$
877,480

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance December 31, 2015
26,236,352

 
$
260

 
$
(3,958
)
 
$
3,958

 
$
405,486

 
$
368,169

 
$
(2,452
)
 
$
771,463

Net income
—

 
—

 
—

 
—

 
—

 
18,611

 
—

 
18,611

Other comprehensive income
—

 
—

 
—

 
—

 
—

 
—

 
4,264

 
4,264

Common dividend declared ($0.29 per share)
—

 
—

 
—

 
—

 
—

 
(7,627
)
 
—

 
(7,627
)
Proceeds from exercise of stock options, net of cash paid
5,000

 
—

 
—

 
—

 
149

 
—

 
—

 
149

Tax benefit related to equity award activity
—

 
—

 
—

 
—

 
235

 
—

 
—

 
235

Stock based compensation
—

 
—

 
—

 
—

 
865

 
—

 
—

 
865

Restricted stock awards issued, net of awards surrendered
36,887

 
1

 
—

 
—

 
(672
)
 
—

 
—

 
(671
)
Shares issued under direct stock purchase plan
15,326

 
—

 
—

 
—

 
679

 
—

 
—

 
679

Deferred compensation and other retirement benefit obligations
—

 
—

 
(73
)
 
73

 
—

 
—

 
—

 
—

Tax benefit related to deferred compensation distributions
—

 
—

 
—

 
—

 
179

 
—

 
—

 
179

Balance March 31, 2016
26,293,565

 
$
261

 
$
(4,031
)
 
$
4,031

 
$
406,921

 
$
379,153

 
$
1,812

 
$
788,147

(1)
Represents adjustment needed to reflect the cumulative impact on retained earnings for previously recognized stock based compensation, which included an adjustment for estimated forfeitures. Pursuant to the Company's adoption of Accounting Standards Update 2016-09, the Company has elected to recognize stock based compensation without inclusion of a forfeiture estimate, and as such has recognized this adjustment to present retained earnings consistent with this election.
The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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INDEPENDENT BANK CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited—Dollars in thousands)
 
 
Three Months Ended
 
March 31
 
2017
 
2016
Cash flow from operating activities
 
 
 
Net income
$
20,725

 
$
18,611

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation and amortization
3,557

 
2,905

Provision for loan losses
600

 
525

Deferred income tax expense
709

 
462

Net (gain) loss on sale of securities
(1
)
 
29

Net loss on bank premises and equipment
4

 
—

Loss on extinguishment of debt
—

 
437

Net gain on other real estate owned and foreclosed assets
(29
)
 
(86
)
Realized gain on sale leaseback transaction
(258
)
 
(258
)
Stock based compensation
643

 
865

Excess tax benefit related to equity award activity
—

 
(235
)
Increase in cash surrender value of life insurance policies
(964
)
 
(1,014
)
Change in fair value on loans held for sale
147

 
(54
)
Net change in:
 
 
 
Trading assets
(485
)
 
(407
)
Loans held for sale
2,594

 
(1,544
)
Other assets
18,384

 
(30,455
)
Other liabilities
(8,192
)
 
11,762

Total adjustments
16,709

 
(17,068
)
Net cash provided by operating activities
37,434

 
1,543

Cash flows used in investing activities
 
 
 
Proceeds from sales of securities available for sale
16

 
266

Proceeds from maturities and principal repayments of securities available for sale
12,107

 
11,575

Purchases of securities available for sale
(49,617
)
 
(16,469
)
Proceeds from maturities and principal repayments of securities held to maturity
19,101

 
19,942

Purchases of securities held to maturity
(34,090
)
 
—

Redemption of Federal Home Loan Bank stock
—

 
2,624

Investments in low income housing projects
(3,437
)
 
(2,648
)
Purchases of life insurance policies
(93
)
 
(93
)
Net increase in loans
(64,997
)
 
(40,895
)
Purchases of bank premises and equipment
(5,457
)
 
(2,750
)
Proceeds from the sale of bank premises and equipment
27

 
—

Proceeds from the sale of other real estate owned and foreclosed assets
1,255

 
724

Net payments relating to other real estate owned and foreclosed assets
—

 
(113
)
Net cash used in investing activities
(125,185
)
 
(27,837
)
Cash flows provided by (used in) financing activities
 
 
 
Net decrease in time deposits
(33,219
)
 
(27,633
)
Net increase in other deposits
91,721

 
32,177


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Repayments of long-term Federal Home Loan Bank borrowings
—

 
(51,641
)
Net increase (decrease) in customer repurchase agreements
(31,141
)
 
610

Net proceeds from exercise of stock options
143

 
149

Restricted stock awards issued, net of awards surrendered
(1,336
)
 
(671
)
Excess tax benefit from stock based compensation
—

 
235

Tax benefit from deferred compensation distribution
—

 
179

Proceeds from shares issued under direct stock purchase plan
393

 
679

Common dividends paid
(7,832
)
 
(6,823
)
Net cash provided by (used in) financing activities
18,729

 
(52,739
)
Net decrease in cash and cash equivalents
(69,022
)
 
(79,033
)
Cash and cash equivalents at beginning of year
289,095

 
275,765

Cash and cash equivalents at end of period
$
220,073

 
$
196,732

Supplemental schedule of noncash investing and financing activities
 
 
 
Transfer of loans to other real estate owned & foreclosed assets
$
457

 
$
86

Net increase in capital commitments relating to low income housing project investments
$
60

 
$
37

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

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CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION
Independent Bank Corp. (the “Company”) is a state chartered, federally registered bank holding company, incorporated in 1985. The Company is the sole stockholder of Rockland Trust Company (“Rockland Trust” or the “Bank”), a Massachusetts trust company chartered in 1907.
All material intercompany balances and transactions have been eliminated in consolidation. Certain previously reported amounts may have been reclassified to conform to the current year’s presentation.
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, primarily consisting of normal recurring adjustments, have been included. Results for the quarter ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other interim period.
For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the Securities and Exchange Commission.

NOTE 2 - RECENT ACCOUNTING STANDARDS UPDATES

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718 "Compensation - Stock Compensation" Update No. 2016-09. Update No. 2016-09 was issued in March 2016 and affects all entities that issue share-based awards to their employees. This update was issued as part of the FASB’s simplification initiative. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this standard effective January 1, 2017. Upon adoption, the Company elected to no longer estimate forfeitures on stock compensation and instead recognize forfeitures when they occur. The election required a cumulative effect adjustment to retained earnings which did not materially impact the Company's consolidated financial position. Additionally, the disclosure requirements of this standard will be applied on a prospective basis.
FASB ASC Topic 310-20 "Receivables - Nonrefundable fees and Other Costs" Update No. 2017-08. Update No. 2017-08 was issued in March 2017 to shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company early adopted this standard effective January 1, 2017 and the impact on the Company's consolidated financial position was immaterial.
FASB ASC Topic 715 "Compensation - Retirement Benefits" Update No. 2017-07 . Update No. 2017-07 was issued in March 2017 to improve the presentation of net periodic pension cost and net periodic postretirement benefit costs. This update requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable. The amendments in this update are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which the financial statements (interim or annual) have not been issued or made available for issuance. That is, early adoption should be within the first interim period if an employer issues interim financial statements. Disclosures of the nature of and reason for the change in accounting principle are required in the first interim and annual periods of adoption. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial position.

11

FASB ASC Subtopic 610-20 "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets" Update No. 2017-05. Update No. 2017-05 was issued in February 2017 to clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments define the term 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. The amendments in this update also clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. For purposes of that evaluation, the amendments require an entity to evaluate the underlying assets in consolidated subsidiaries to determine whether those assets are within the scope of Subtopic 610-20. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The guidance may be applied earlier but only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods in that reporting period. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial position.
FASB ASC Topic 350 "Intangibles - Goodwill and Other " Update No. 2017-04. Update No. 2017-04 was issued in January 2017 to simplify the subsequent measurement of goodwill, by eliminating Step 2 for the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity is no longer required to determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit has been acquired in a business combination. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this update. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial position.
FASB ASC Topic 606 "Revenue from Contracts with Customers" Update No. 2014-09. Update No. 2014-09 was issued in May 2014 to address the previous revenue recognition requirements in GAAP that differ from those in International Financial Reporting Standards (IFRS).  Accordingly, the FASB and the International Accounting Standards Board (IASB) initiated a joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and IFRS. The largely converged revenue recognition standards will supersede virtually all revenue recognition guidance in GAAP and IFRS. The core principle of the guidance is that an entity should recognize revenue to depict 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. Since the issuance of Update 2014-09, the FASB has finalized various amendments to the standard as summarized below:
FASB ASC Topic 606 "Revenue from Contracts with Customers" Update No. 2016-20
FASB ASC Topic 606 "Revenue from Contracts with Customers" Update No. 2016-12
FASB ASC Topic 606 "Revenue from Contracts with Customers" Update No. 2016-10
FASB ASC Topic 606 "Revenue from Contracts with Customers" Update No. 2016-08 .
FASB ASC Topic 606 "Revenue from Contracts with Customers" Update No. 2015-14.

The amendments in Update 2016-20 make minor corrections or minor improvements to the codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities.

Through Updates 2016-12, 2016-10 and 2016-08, the FASB amended its new revenue guidance on licenses of intellectual property, identification of performance obligations, collectability, noncash consideration and the presentation of sales and other similar taxes. The FASB also clarified the definition of a completed contract at transition and added a practical expedient to ease transition for contracts that were modified prior to adoption. The FASB also amended the new revenue recognition guidance on determining whether an entity is a principal or an agent in an arrangement which affects whether revenue should be reported gross or net.
Following the issuance of Update 2015-14, Update 2014-09, as amended, is effective for the Company for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. A full or modified retrospective transition method is required. The Company's revenue is comprised of net interest income on financial assets and liabilities, which is explicitly excluded from the scope of the new guidance, and noninterest income.

12

The Company plans to adopt the revenue recognition guidance in the first quarter of 2018 and is currently evaluating the potential impact on noninterest income on the Company's consolidated financial position, other presentation and disclosure issues. Additionally, the Company anticipates using the modified retrospective transition method upon adoption.


13

NOTE 3 - SECURITIES
Trading Securities

The Company had trading securities of $1.3 million and $804,000 as of March 31, 2017 and December 31, 2016 , respectively. These securities are held in a rabbi trust and will be used for future payments associated with the Company’s non-qualified
401(k) Restoration Plan and Non-Qualified Deferred Compensation Plan.
Available for Sale and Held to Maturity Securities
The following table presents a summary of the amortized cost, gross unrealized gains and losses and fair value of securities available for sale and securities held to maturity for the periods indicated:
 
March 31, 2017
 
December 31, 2016
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross Unrealized
Losses
 
Fair
Value
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross Unrealized
Losses
 
Fair
Value
 
(Dollars in thousands)
Available for sale securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government agency securities
$
24,007

 
$
262

 
$
—

 
$
24,269

 
$
24,006

 
$
238

 
$
—

 
$
24,244

Agency mortgage-backed securities
186,103

 
2,729

 
(498
)
 
188,334

 
173,268

 
2,852

 
(736
)
 
175,384

Agency collateralized mortgage obligations
126,017

 
182

 
(1,331
)
 
124,868

 
101,094

 
106

 
(1,332
)
 
99,868

State, county, and municipal securities
3,733

 
54

 
—

 
3,787

 
3,743

 
50

 
—

 
3,793

Single issuer trust preferred securities issued by banks
2,298

 
22

 
—

 
2,320

 
2,311

 
3

 
(3
)
 
2,311

Pooled trust preferred securities issued by banks and insurers
2,201

 
—

 
(605
)
 
1,596

 
2,200

 
—

 
(616
)
 
1,584

Small business administration pooled securities
37,140

 
28

 
(166
)
 
37,002

 
37,561

 
—

 
(372
)
 
37,189

Equity securities
19,166

 
964

 
(469
)
 
19,661

 
19,183

 
641

 
(553
)
 
19,271

Total available for sale securities
$
400,665

 
$
4,241

 
$
(3,069
)
 
$
401,837

 
$
363,366

 
$
3,890

 
$
(3,612
)
 
$
363,644

Held to maturity securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
$
1,007

 
$
45

 
$
—

 
$
1,052

 
$
1,007

 
$
47

 
$
—

 
$
1,054

Agency mortgage-backed securities
184,317

 
2,283

 
(1,024
)
 
185,576

 
156,088

 
2,274

 
(858
)
 
157,504

Agency collateralized mortgage obligations
284,716

 
1,065

 
(3,657
)
 
282,124

 
297,445

 
1,002

 
(3,797
)
 
294,650

Single issuer trust preferred securities issued by banks
1,500

 
38

 
—

 
1,538

 
1,500

 
44

 
—

 
1,544

Small business administration pooled securities
30,583

 
228

 
(184
)
 
30,627

 
31,036

 
189

 
(327
)
 
30,898

Total held to maturity securities
$
502,123

 
$
3,659

 
$
(4,865
)
 
$
500,917

 
$
487,076

 
$
3,556

 
$
(4,982
)
 
$
485,650

Total
$
902,788

 
$
7,900

 
$
(7,934
)
 
$
902,754

 
$
850,442

 
$
7,446

 
$
(8,594
)
 
$
849,294

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale.
 
The actual maturities of certain securities may differ from the contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. A schedule of the contractual maturities of securities available for sale and securities held to maturity as of March 31, 2017 is presented below:

 
Available for Sale
 
Held to Maturity
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
 
(Dollars in thousands)
Due in one year or less
$
1,232

 
$
1,239

 
$
—

 
$
—

Due after one year to five years
38,912

 
39,410

 
15,915

 
16,092

Due after five to ten years
87,856

 
88,207

 
21,090

 
21,643

Due after ten years
253,499

 
253,320

 
465,118

 
463,182

Total debt securities
$
381,499

 
$
382,176

 
$
502,123

 
$
500,917

Equity securities
$
19,166

 
$
19,661

 
$
—

 
$
—

Total
$
400,665

 
$
401,837

 
$
502,123

 
$
500,917


14

Inclusive in the table above is $10.9 million of callable securities in the Company’s investment portfolio at March 31, 2017 .
The carrying value of securities pledged to secure public funds, trust deposits, repurchase agreements and for other purposes, as required or permitted by law, was $498.6 million and $482.1 million at March 31, 2017 and December 31, 2016 , respectively.
At March 31, 2017 and December 31, 2016 , the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of stockholders’ equity .
Other-Than-Temporary Impairment ("OTTI")
The Company continually reviews investment securities for the existence of OTTI, taking into consideration current market conditions, the extent and nature of changes in fair value, issuer rating changes and trends, the credit worthiness of the obligor of the security, volatility of earnings, current analysts’ evaluations, the Company’s intent to sell the security, whether it is more likely than not that the Company will be required to sell the debt security before its anticipated recovery, as well as other qualitative factors. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment.
The following tables show the gross unrealized losses and fair value of the Company’s investments in an unrealized loss position, which the Company has not deemed to be OTTI, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
 
March 31, 2017
 
 
 
Less than 12 months
 
12 months or longer
 
Total
 
# of holdings
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
(Dollars in thousands)
Agency mortgage-backed securities
42

 
$
145,227

 
$
(1,522
)
 
$
—

 
$
—

 
$
145,227

 
$
(1,522
)
Agency collateralized mortgage obligations
33

 
247,688

 
(3,003
)
 
45,458

 
(1,985
)
 
293,146

 
(4,988
)
Pooled trust preferred securities issued by banks and insurers
1

 
—

 
—

 
1,596

 
(605
)
 
1,596

 
(605
)
Small business administration pooled securities
4

 
46,217

 
(350
)
 
—

 
—

 
46,217

 
(350
)
Equity securities
22

 
1,706

 
(53
)
 
5,928

 
(416
)
 
7,634

 
(469
)
Total temporarily impaired securities
102

 
$
440,838

 
$
(4,928
)
 
$
52,982

 
$
(3,006
)
 
$
493,820

 
$
(7,934
)

 
December 31, 2016
 
 
 
Less than 12 months
 
12 months or longer
 
Total
 
# of holdings
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
(Dollars in thousands)
Agency mortgage-backed securities
57

 
$
137,949

 
$
(1,594
)
 
$
—

 
$
—

 
$
137,949

 
$
(1,594
)
Agency collateralized mortgage obligations
32

 
243,051

 
(3,140
)
 
47,403

 
(1,989
)
 
290,454

 
(5,129
)
Single issuer trust preferred securities issued by banks and insurers
1

 
—

 
—

 
1,036

 
(3
)
 
1,036

 
(3
)
Pooled trust preferred securities issued by banks and insurers
1

 
—

 
—

 
1,583

 
(616
)
 
1,583

 
(616
)
Small business administration pooled securities
5

 
59,846

 
(699
)
 
—

 
—

 
59,846

 
(699
)
Equity securities
25

 
3,625

 
(77
)
 
6,334

 
(476
)
 
9,959

 
(553
)
Total temporarily impaired securities
121

 
$
444,471

 
$
(5,510
)
 
$
56,356

 
$
(3,084
)
 
$
500,827

 
$
(8,594
)
The Company does not intend to sell these investments and has determined based upon available evidence that it is more likely than not that the Company will not be required to sell the security before the recovery of its amortized cost basis. As a result, the Company does not consider these investments to be OTTI. The Company made this determination by reviewing various

15

qualitative and quantitative factors regarding each investment category, such as current market conditions, extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, and current analysts’ evaluations.
As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the table above by category are as follows at March 31, 2017 :
•
Agency Mortgage-Backed Securities, Agency Collateralized Mortgage Obligations and Small Business Administration Pooled Securities: These portfolios have contractual terms that generally do not permit the issuer to settle the securities at a price less than the current par value of the investment. The decline in market value of these securities is attributable to changes in interest rates and not credit quality. Additionally, these securities are either implicitly or explicitly guaranteed by the U.S. Government or one of its agencies.
•
Pooled Trust Preferred Securities: This portfolio consists of one below investment grade security which is performing. The unrealized loss on this security is attributable to the illiquid nature of the trust preferred market in the current economic and regulatory environment. Management evaluates collateral credit and instrument structure, including current and expected deferral and default rates and timing. In addition, discount rates are determined by evaluating comparable spreads observed currently in the market for similar instruments.
•
Equity Securities : This portfolio consists of mutual funds and other equity investments. During some periods, the mutual funds in the Company’s investment portfolio may have unrealized losses resulting from market fluctuations, as well as the risk premium associated with that particular asset class. For example, emerging market equities tend to trade at a higher risk premium than U.S. government bonds and thus, will fluctuate to a greater degree on both the upside and the downside. In the context of a well-diversified portfolio, however, the correlation amongst the various asset classes represented by the funds serves to minimize downside risk. The Company evaluates each mutual fund in the portfolio regularly and measures performance on both an absolute and relative basis. A reasonable recovery period for positions with an unrealized loss is based on management’s assessment of general economic data, trends within a particular asset class, valuations, earnings forecasts and bond durations. The Company has the ability and intent to hold these equity securities until a recovery of fair value.
For the three months ended March 31, 2017 and 2016 there was no OTTI recorded and no cumulative credit related component of OTTI.



16

NOTE 4 - LOANS, ALLOWANCE FOR LOAN LOSSES, AND CREDIT QUALITY
The following tables bifurcate the amount of loans and the allowance allocated to each loan category based on the type of impairment analysis as of the periods indicated:
 
March 31, 2017
 
 
(Dollars in thousands)
 
 
Commercial and
Industrial
 
Commercial
Real Estate
 
Commercial
Construction
 
Small
Business
 
Residential
Real Estate
 

Home Equity
 
Other Consumer
 
Total
 
Financing receivables ending balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Collectively evaluated for impairment
$
842,891

 
$
3,002,407

 
$
356,173

 
$
125,628

 
$
632,634

 
$
1,002,898

 
$
10,057

 
$
5,972,688

  
Individually evaluated for impairment
$
38,438

 
$
14,766

 
$
—

 
$
746

 
$
13,674

 
$
5,685

 
$
358

 
$
73,667

  
Purchased credit impaired loans
$
—

 
$
10,132

 
$
—

 
$
—

 
$
7,691

 
$
188

 
$
—

 
$
18,011

 
Total loans by group
$
881,329

 
$
3,027,305

 
$
356,173

 
$
126,374

 
$
653,999

 
$
1,008,771

 
$
10,415

 
$
6,064,366

(1
)
 
December 31, 2016
 
 
(Dollars in thousands)
 
 
Commercial and
Industrial
 
Commercial
Real Estate
 
Commercial
Construction
 
Small
Business
 
Residential
Real Estate
 

Home Equity
 
Other Consumer
 
Total
 
Financing receivables ending balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Collectively evaluated for impairment
$
862,875

 
$
2,983,642

 
$
320,391

 
$
121,855

 
$
622,392

 
$
982,095

 
$
10,666

 
$
5,903,916

 
Individually evaluated for impairment
$
39,178

 
$
16,813

 
$
—

 
$
871

 
$
14,175

 
$
5,863

 
$
397

 
$
77,297

  
Purchased credit impaired loans
$
—

 
$
10,343

 
$
—

 
$
—

 
$
7,859

 
$
189

 
$
1

 
$
18,392

 
Total loans by group
$
902,053

 
$
3,010,798

 
$
320,391

 
$
122,726

 
$
644,426

 
$
988,147

 
$
11,064

 
$
5,999,605

(1
)
 
(1)
The amount of net deferred costs on originated loans included in the ending balance was $5.5 million and $5.1 million at March 31, 2017 and December 31, 2016 respectively. Net unamortized discounts on acquired loans not deemed to be purchased credit impaired ("PCI") included in the ending balance was $8.3 million and $8.6 million at March 31, 2017 and December 31, 2016 , respectively.
    













17

The following tables summarize changes in allowance for loan losses by loan category for the periods indicated:


 
Three Months Ended March 31, 2017
 
(Dollars in thousands)
 
Commercial and
Industrial
 
Commercial
Real Estate
 
Commercial
Construction
 
Small
Business
 
Residential
Real Estate
 

Home Equity
 
Other Consumer
 
Total
Allowance for loan losses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
16,921

 
$
30,369

 
$
4,522

 
$
1,502

 
$
2,621

 
$
5,238

 
$
393

 
$
61,566

Charge-offs
—

 
—

 
—

 
(70
)
 
(23
)
 
(14
)
 
(401
)
 
(508
)
Recoveries
187

 
31

 
—

 
66

 
12

 
76

 
288

 
660

Provision (benefit)
(590
)
 
343

 
501

 
35

 
106

 
45

 
160

 
600

Ending balance
$
16,518

 
$
30,743

 
$
5,023

 
$
1,533

 
$
2,716

 
$
5,345

 
$
440

 
$
62,318

Ending balance: collectively evaluated for impairment
$
12,960

 
$
30,570

 
$
5,023

 
$
1,531

 
$
1,650

 
$
5,110

 
$
419

 
$
57,263

Ending balance: individually evaluated for impairment
$
3,558

 
$
173

 
$
—

 
$
2

 
$
1,066

 
$
235

 
$
21

 
$
5,055

 
Three Months Ended March 31, 2016
 
(Dollars in thousands)
 
Commercial and
Industrial
 
Commercial
Real Estate
 
Commercial
Construction
 
Small
Business
 
Residential
Real Estate
 

Home Equity
 
Other Consumer
 
Total
Allowance for loan losses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning balance
$
13,802

 
$
27,327

 
$
5,366

 
$
1,264

 
$
2,590

 
$
4,889

 
$
587

 
$
55,825

Charge-offs
(2
)
 
—

 
—

 
(63
)
 
(19
)
 
(147
)
 
(306
)
 
(537
)
Recoveries
138

 
189

 
—

 
21

 
—

 
27

 
244

 
619

Provision (benefit)
(453
)
 
1,079

 
(266
)
 
119

 
(4
)
 
146

 
(96
)
 
525

Ending balance
$
13,485

 
$
28,595

 
$
5,100

 
$
1,341

 
$
2,567

 
$
4,915

 
$
429

 
$
56,432

Ending balance: individually evaluated for impairment
$
222

 
$
802

 
$
—

 
$
3

 
$
1,223

 
$
231

 
$
26

 
$
2,507

Ending balance: collectively evaluated for impairment
$
13,263

 
$
27,793

 
$
5,100

 
$
1,338

 
$
1,344

 
$
4,684

 
$
403

 
$
53,925

For the purpose of estimating the allowance for loan losses, management segregates the loan portfolio into the portfolio segments detailed in the above tables.  Each of these loan categories possesses unique risk characteristics that are considered when determining the appropriate level of allowance for each segment.  Some of the risk characteristics unique to each loan category include:
Commercial Portfolio
•
Commercial and Industrial : Loans in this category consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment.  Collateral generally consists of pledges of business assets including, but not limited to: accounts receivable, inventory, plant and equipment, or real estate, if applicable. Repayment sources consist of primarily, operating cash flow, and secondarily, liquidation of assets.
•
Commercial Real Estate : Loans in this category consist of mortgage loans to finance investment in real property such as multi-family residential, commercial/retail, office, industrial, hotels, educational and healthcare facilities and other specific use properties.  Loans are typically written with amortizing payment structures.  Collateral values are determined based upon third party appraisals and evaluations.  Loan to value ratios at origination are governed by established policy and regulatory guidelines. Repayment sources consist of, primarily, cash flow from operating leases and rents and, secondarily, liquidation of assets.
•
Commercial Construction : Loans in this category consist of short-term construction loans, revolving and nonrevolving credit lines and construction/permanent loans to finance the acquisition, development and construction or rehabilitation of real property.  Project types include residential 1-4 family, condominium and multi-family homes, commercial/retail, office, industrial, hotels, educational and healthcare facilities and other specific use properties.  Loans may be written with nonamortizing or hybrid payment structures depending upon the type of project.  Collateral values are determined based upon third party appraisals and evaluations.  Loan to value ratios at origination are governed by established policy and regulatory

18

guidelines.  Repayment sources vary depending upon the type of project and may consist of sale or lease of units, operating cash flows or liquidation of other assets.
•
Small Business: Loans in this category consist of revolving, term loan and mortgage obligations extended to sole proprietors and small businesses for purposes of financing working capital and/or capital investment.  Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, or real estate if applicable.  Repayment sources consist primarily of operating cash flows and, secondarily, liquidation of assets.
For the commercial portfolio it is the Company’s policy to obtain personal guarantees for payment from individuals holding material ownership interests of the borrowing entities.
Consumer Portfolio
•
Residential Real Estate : Residential mortgage loans held in the Company’s portfolio are made to borrowers who demonstrate the ability to make scheduled payments with full consideration to underwriting factors such as current and expected income, employment status, current assets, other financial resources, credit history and the value of the collateral.  Collateral consists of mortgage liens on 1-4 family residential properties.  The Company does not originate or purchase sub-prime loans.
•
Home Equity : Home equity loans and credit lines are made to qualified individuals and are primarily secured by senior or junior mortgage liens on owner-occupied 1-4 family homes, condominiums or vacation homes. Each home equity loan has a fixed rate and is billed in equal payments comprised of principal and interest. Each home equity line of credit has a variable rate and is billed in interest-only payments during the draw period. At the end of the draw period, each home equity line of credit is billed as a percentage of the principal balance plus all accrued interest. Additionally, the Company has the option of renewing each line of credit for additional draw periods.  Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan to value ratios within established policy guidelines.
•
Other Consumer: Other consumer loan products include personal lines of credit and amortizing loans made to qualified individuals for various purposes such as education, debt consolidation, personal expenses or overdraft protection.  Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines.  These loans may be secured or unsecured.
Credit Quality
The Company continually monitors the asset quality of the loan portfolio using all available information. Based on this information, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, impaired, nonperforming and/or put on nonaccrual status. Additionally, in the course of resolving such loans, the Company may choose to restructure the contractual terms of certain loans to match the borrower’s ability to repay the loan based on their current financial condition. If a restructured loan meets certain criteria, it may be categorized as a troubled debt restructuring (“TDR”).
The Company reviews numerous credit quality indicators when assessing the risk in its loan portfolio. For the commercial portfolio, the Company utilizes a 10-point commercial risk-rating system, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Factors considered include industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral, and other considerations. The risk-ratings categories are defined as follows:
•
1- 6 Rating — Pass: Risk-rating grades “1” through “6” comprise those loans ranging from ‘Substantially Risk Free’ which indicates borrowers are of unquestioned credit standing and the pinnacle of credit quality, well established companies with a very strong financial condition, and loans fully secured by cash collateral, through ‘Acceptable Risk’, which indicates borrowers may exhibit declining earnings, strained cash flow, increasing or above average leverage and/or weakening market fundamentals that indicate below average asset quality, margins and market share. Collateral coverage is protective.
•
7 Rating — Potential Weakness: Borrowers exhibit potential credit weaknesses or downward trends deserving management’s close attention. If not checked or corrected, these trends will weaken the Company’s asset and position. While potentially weak, currently these borrowers are marginally acceptable; no loss of principal or interest is envisioned.
•
8 Rating — Definite Weakness Loss Unlikely: Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt. Loan may be inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. Normal repayment from the borrower is in jeopardy, although no loss of principal is envisioned. However, there is a distinct possibility that a partial loss of interest and/or principal will occur if the deficiencies are not corrected. Collateral coverage may be inadequate to cover the principal obligation.

19

•
9 Rating — Partial Loss Probable: Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt with the added provision that the weaknesses make collection of the debt in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Serious problems exist to the point where partial loss of principal is likely.
•
10 Rating — Definite Loss: Borrowers deemed incapable of repayment. Loans to such borrowers are considered uncollectible and of such little value that continuation as active assets of the Company is not warranted.
The credit quality of the commercial loan portfolio is actively monitored and any changes in credit quality are reflected in risk-rating changes. Risk-ratings are assigned or reviewed for all new loans, when advancing significant additions to existing relationships (over $50,000 ), at least quarterly for all actively managed loans, and any time a significant event occurs, including at renewal of the loan.
The Company utilizes a comprehensive strategy for monitoring commercial credit quality. Borrowers are required to provide updated financial information at least annually which is carefully evaluated for any changes in credit quality. Larger loan relationships are subject to a full annual credit review by an experienced credit analysis group. Additionally, the Company retains an independent loan review firm to evaluate the credit quality of the commercial loan portfolio. The independent loan review process achieves significant penetration into the commercial loan portfolio and reports the results of these reviews to the Audit Committee of the Board of Directors on a quarterly basis.
The following table details the amount of outstanding principal balances relative to each of the risk-rating categories for the Company’s commercial portfolio:
 
 
 
March 31, 2017
Category
Risk
Rating
 
Commercial  and
Industrial
 
Commercial
Real Estate
 
Commercial
Construction
 
Small Business
 
Total
 
 
 
(Dollars in thousands)
Pass
1 - 6
 
$
782,142

 
$
2,900,222

 
$
354,245

 
$
123,998

 
$
4,160,607

Potential weakness
7
 
36,868

 
89,588

 
1,096

 
1,542

 
129,094

Definite weakness-loss unlikely
8
 
62,219

 
35,079

 
832

 
828

 
98,958

Partial loss probable
9
 
100

 
2,416

 
—

 
6

 
2,522

Definite loss
10
 
—

 
—

 
—

 
—

 
—

Total
 
 
$
881,329

 
$
3,027,305

 
$
356,173

 
$
126,374

 
$
4,391,181


 
 
 
December 31, 2016
Category
Risk
Rating
 
Commercial  and
Industrial
 
Commercial
Real Estate
 
Commercial
Construction
 
Small Business
 
Total
 
 
 
(Dollars in thousands)
Pass
1 - 6
 
$
783,825

 
$
2,876,570

 
$
317,099

 
$
120,304

 
$
4,097,798

Potential weakness
7
 
46,176

 
84,641

 
1,363

 
1,859

 
134,039

Definite weakness-loss unlikely
8
 
71,991

 
47,164

 
1,929

 
556

 
121,640

Partial loss probable
9
 
61

 
2,423

 
—

 
7

 
2,491

Definite loss
10
 
—

 
—

 
—

 
—

 
—

Total
 
 
$
902,053

 
$
3,010,798

 
$
320,391

 
$
122,726

 
$
4,355,968


20

For the Company’s consumer portfolio, the quality of the loan is best indicated by the repayment performance of an individual borrower. However, the Company does supplement performance data with current Fair Isaac Corporation (“FICO”) scores and Loan to Value (“LTV”) estimates. Current FICO data is purchased and appended to all consumer loans on a regular basis. In addition, automated valuation services and broker opinions of value are used to supplement original value data for the residential and home equity portfolios, periodically. The following table shows the weighted average FICO scores and the weighted average combined LTV ratios as of the periods indicated below:
 
March 31,
2017
 
December 31,
2016
Residential portfolio
 
 
 
FICO score (re-scored)(1)
744

 
743

LTV (re-valued)(2)
63.4
%
 
63.2
%
Home equity portfolio
 
 
 
FICO score (re-scored)(1)
767

 
767

LTV (re-valued)(2)
54.9
%
 
55.9
%
 
(1)
The average FICO scores for March 31, 2017 and December 31, 2016 are based upon rescores available from November 30, 2016 and origination score data for loans booked between December 1, 2016 and the dates indicated.
(2)
The combined LTV ratios for March 31, 2017 and December 31, 2016 are based upon updated automated valuations as of March 31, 2015 and origination value data for loans booked between April 1, 2015 and through the dates indicated. For home equity loans and lines in a subordinate lien position, the LTV data represents a combined LTV, taking into account the senior lien data for loans and lines.
Asset Quality
The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations. Delinquent loans are managed by a team of seasoned collection specialists and the Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame. As a general rule, loans more than 90 days past due with respect to principal or interest are classified as nonaccrual loans. The Company also may use discretion regarding other loans over 90 days delinquent if the loan is well secured and/or in process of collection.

21


The following table shows information regarding nonaccrual loans at the dates indicated:

 
March 31, 2017
 
December 31, 2016
 
(Dollars in thousands)
Commercial and industrial
$
36,877

 
$
37,455

Commercial real estate
4,792

 
6,266

Small business
207

 
302

Residential real estate
7,139

 
7,782

Home equity
5,987

 
5,553

Other consumer
48

 
47

Total nonaccrual loans (1)
$
55,050

 
$
57,405


(1)
Included in these amounts were $5.4 million and $5.2 million of nonaccruing TDRs at March 31, 2017 and December 31, 2016 , respectively.
The following table shows information regarding foreclosed residential real estate property at the dates indicated:
 
March 31, 2017
 
December 31, 2016
 
(Dollars in thousands)
Foreclosed residential real estate property held by the creditor
$
3,006

 
$
3,775

Recorded investment in mortgage loans collateralized by residential real estate property that are in the process of foreclosure
$
2,277

 
$
1,715

The following table shows the age analysis of past due financing receivables as of the dates indicated:
 
March 31, 2017
 
30-59 days
 
60-89 days
 
90 days or more
 
Total Past Due
 
 
 
Total
Financing
Receivables
 
Recorded
Investment
>90 Days
and Accruing
 
Number
of Loans
 
Principal
Balance
 
Number
of Loans
 
Principal
Balance
 
Number
of Loans
 
Principal
Balance
 
Number
of Loans
 
Principal
Balance
 
Current
 
 
(Dollars in thousands)
Loan Portfolio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
10

 
$
3,089

 
6

 
$
14,666

 
34

 
$
1,123

 
50

 
$
18,878

 
$
862,451

 
$
881,329

 
$
—

Commercial real estate
15

 
3,158

 
—

 
—

 
9

 
3,141

 
24

 
6,299

 
3,021,006

 
3,027,305

 
—

Commercial construction
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
356,173

 
356,173

 
—

Small business
9

 
331

 
8

 
108

 
13

 
120

 
30

 
559

 
125,815

 
126,374

 
—

Residential real estate
11

 
1,867

 
6

 
968

 
23

 
3,258

 
40

 
6,093

 
647,906

 
653,999

 
—

Home equity
14

 
1,156

 
6

 
460

 
18

 
1,417

 
38

 
3,033

 
1,005,738

 
1,008,771

 
—

Other consumer (1)
226

 
151

 
14

 
42

 
17

 
16

 
257

 
209

 
10,206

 
10,415

 
2

Total
285

 
$
9,752

 
40

 
$
16,244

 
114

 
$
9,075

 
439

 
$
35,071

 
$
6,029,295

 
$
6,064,366

 
$
2


22

 
December 31, 2016
 
30-59 days
 
60-89 days
 
90 days or more
 
Total Past Due
 
 
 
Total
Financing
Receivables
 
Recorded
Investment
>90 Days
and Accruing
 
Number
of Loans
 
Principal
Balance
 
Number
of Loans
 
Principal
Balance
 
Number
of Loans
 
Principal
Balance
 
Number
of Loans
 
Principal
Balance
 
Current
 
 
(Dollars in thousands)
Loan Portfolio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
8

 
$
100

 
32

 
$
253

 
6

 
$
2,480

 
46

 
$
2,833

 
$
899,220

 
$
902,053

 
$
—

Commercial real estate
5

 
1,518

 
8

 
1,957

 
8

 
3,105

 
21

 
6,580

 
3,004,218

 
3,010,798

 
—

Commercial construction
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
320,391

 
320,391

 
—

Small business
9

 
323

 
—

 
—

 
19

 
140

 
28

 
463

 
122,263

 
122,726

 
—

Residential real estate
11

 
1,277

 
9

 
1,950

 
27

 
3,507

 
47

 
6,734

 
637,692

 
644,426

 
—

Home equity
19

 
1,117

 
11

 
767

 
16

 
1,209

 
46

 
3,093

 
985,054

 
988,147

 
—

Other consumer (1)
249

 
184

 
12

 
17

 
15

 
7

 
276

 
208

 
10,856

 
11,064

 
2

Total
301

 
$
4,519

 
72

 
$
4,944

 
91

 
$
10,448

 
464

 
$
19,911

 
$
5,979,694

 
$
5,999,605

 
$
2


(1) Other consumer portfolio is inclusive of deposit account overdrafts recorded as loan balances.
Troubled Debt Restructurings
In the course of resolving nonperforming loans, the Bank may choose to restructure the contractual terms of certain loans. The Bank attempts to work out an alternative payment schedule with the borrower in order to avoid foreclosure actions. Any loans that are modified are reviewed by the Bank to identify if a TDR has occurred, which is when, for economic or legal reasons related to a borrower’s financial difficulties, the Bank grants a concession to the borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and the restructuring of the loan may include the transfer of assets from the borrower to satisfy the debt, a modification of loan terms, or a combination of the two.
The following table shows the Company’s total TDRs and other pertinent information as of the dates indicated:
 
March 31, 2017
 
December 31, 2016
 
(Dollars in thousands)
TDRs on accrual status
$
25,575

 
$
27,093

TDRs on nonaccrual
5,439

 
5,199

Total TDRs
$
31,014

 
$
32,292

Amount of specific reserves included in the allowance for loan losses associated with TDRs
$
1,439

 
$
1,417

Additional commitments to lend to a borrower who has been a party to a TDR
$
2,116

 
$
1,378

The Company’s policy is to have any restructured loan which is on nonaccrual status prior to being modified remain on nonaccrual status for six months subsequent to being modified before management considers its return to accrual status. If the restructured loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status. Additionally, loans classified as TDRs are adjusted to reflect the changes in value of the recorded investment in the loan, if any, resulting from the granting of a concession. For all residential loan modifications, the borrower must perform during a 90 day trial period before the modification is finalized.

23

The following table shows the modifications which occurred during the periods indicated and the change in the recorded investment subsequent to the modifications occurring:
 
Three Months Ended
 
March 31, 2017
 
Number of
Contracts
 
Pre-Modification
Outstanding
Recorded
Investment
 
Post-Modification
Outstanding
Recorded
Investment (1)
 
(Dollars in thousands)
Troubled debt restructurings
 
 
 
 
 
Commercial and industrial
2

 
$
80

 
$
80

Commercial real estate
4

 
934

 
934

Small business
4

 
143

 
143

Home equity
2

 
140

 
140

Total
12

 
$
1,297

 
$
1,297

 
 
Three Months Ended
 
March 31, 2016
 
Number of
Contracts
 
Pre-Modification
Outstanding
Recorded
Investment
 
Post-Modification
Outstanding
Recorded
Investment (1)
 
(Dollars in thousands)
Troubled debt restructurings
 
 
 
 
 
Commercial and industrial
3

 
$
277

 
$
277

Commercial real estate
2

 
424

 
424

Residential real estate
2

 
423

 
465

Home equity
1

 
182

 
182

Other consumer
4

 
85

 
85

Total
12

 
$
1,391

 
$
1,433

 
(1)
The post-modification balances represent the legal principal balance of the loan on the date of modification. These amounts may show an increase when modifications include a capitalization of interest.
The following table shows the Company’s post-modification balance of TDRs listed by type of modification as of the periods indicated:
 
Three Months Ended March 31
 
2017
 
2016
 
(Dollars in thousands)
Extended maturity
$
1,207

 
$
1,195

Combination rate and maturity
—

 
238

Court ordered concession
90

 
—

Total
$
1,297

 
$
1,433

The Company considers a loan to have defaulted when it reaches 90 days past due. There were no loans modified during the past twelve months which have subsequently defaulted during the three months ended March 31, 2017 and 2016 .
All TDR loans are considered impaired and therefore are subject to a specific review for impairment. The impairment analysis appropriately discounts the present value of the anticipated cash flows by the loan’s contractual rate of interest in effect prior to the loan’s modification. The amount of impairment, if any, is recorded as a specific loss allocation to each individual loan in the allowance for loan losses. Commercial loans (commercial and industrial, commercial construction, commercial real estate and small business loans), residential loans, and home equity loans that have been classified as TDRs and which subsequently default are reviewed to determine if the loan should be deemed collateral dependent. In such an instance, any shortfall between the value of the collateral and the carrying value of the loan is determined by measuring the recorded investment in the loan against

24

the fair value of the collateral less costs to sell. The Company charges off the amount of any confirmed loan loss in the period when the loans, or portion of loans, are deemed uncollectible. Smaller balance consumer TDR loans are reviewed for performance to determine when a charge-off is appropriate.
Impaired Loans
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.




25

The tables below set forth information regarding the Company’s impaired loans by loan portfolio at the dates indicated:
 
March 31, 2017
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
(Dollars in thousands)
With no related allowance recorded
 
 
 
 
 
Commercial and industrial
$
28,319

 
$
29,280

 
$
—

Commercial real estate
9,596

 
10,742

 
—

Small business
300

 
359

 
—

Residential real estate
3,640

 
3,858

 
—

Home equity
4,289

 
4,378

 
—

Other consumer
117

 
118

 
—

Subtotal
46,261

 
48,735

 
—

With an allowance recorded
 
 
 
 
 
Commercial and industrial
$
10,119

 
$
10,220

 
$
3,558

Commercial real estate
5,170

 
5,516

 
173

Small business
446

 
462

 
2

Residential real estate
10,034

 
10,626

 
1,066

Home equity
1,396

 
1,568

 
235

Other consumer
241

 
242

 
21

Subtotal
27,406

 
28,634

 
5,055

Total
$
73,667

 
$
77,369

 
$
5,055

 
December 31, 2016
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
(Dollars in thousands)
With no related allowance recorded
 
 
 
 
 
Commercial and industrial
$
28,776

 
$
29,772

 
$
—

Commercial real estate
11,628

 
12,891

 
—

Commercial construction
—

 
—

 
—

Small business
494

 
569

 
—

Residential real estate
4,216

 
4,427

 
—

Home equity
4,485

 
4,572

 
—

Other consumer
146

 
146

 
—

Subtotal
49,745

 
52,377

 
—

With an allowance recorded
 
 
 
 
 
Commercial and industrial
$
10,402

 
$
10,440

 
$
3,661

Commercial real estate
5,185

 
5,533

 
196

Small business
377

 
392

 
8

Residential real estate
9,959

 
10,530

 
1,086

Home equity
1,378

 
1,547

 
242

Other consumer
251

 
252

 
21

Subtotal
27,552

 
28,694

 
5,214

Total
$
77,297

 
$
81,071

 
$
5,214


26

The following tables set forth information regarding interest income recognized on impaired loans, by portfolio, for the periods indicated:
 
Three Months Ended
 
March 31, 2017
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
(Dollars in thousands)
With no related allowance recorded
 
 
 
Commercial and industrial
$
39,193

 
$
208

Commercial real estate
9,678

 
91

Small business
304

 
3

Residential real estate
3,671

 
43

Home equity
4,323

 
44

Other consumer
120

 
2

Subtotal
57,289

 
391

With an allowance recorded
 
 
 
Commercial and industrial
$
10,178

 
$
4

Commercial real estate
5,189

 
50

Small business
457

 
5

Residential real estate
10,057

 
85

Home equity
1,402

 
13

Other consumer
245

 
2

Subtotal
27,528

 
159

Total
$
84,817

 
$
550




27

 
Three Months Ended
 
March 31, 2016
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
(Dollars in thousands)
With no related allowance recorded
 
 
 
Commercial and industrial
$
2,871

 
$
17

Commercial real estate
15,093

 
137

Small business
478

 
4

Residential real estate
3,639

 
43

Home equity
4,718

 
48

Other consumer
146

 
3

Subtotal
26,945

 
252

With an allowance recorded
 
 
 
Commercial and industrial
$
2,090

 
$
4

Commercial real estate
8,024

 
69

Small business
484

 
8

Residential real estate
10,528

 
94

Home equity
1,323

 
10

Other consumer
398

 
3

Subtotal
22,847

 
188

Total
$
49,792

 
$
440


Purchased Credit Impaired Loans

Certain loans acquired by the Company may have shown evidence of deterioration of credit quality since origination and it was therefore deemed unlikely that the Company would be able to collect all contractually required payments. As such, these loans were deemed to be PCI loans and the carrying value and prospective income recognition are predicated upon future cash flows expected to be collected. The following table displays certain information pertaining to PCI loans at the dates indicated:
 
March 31, 2017
 
December 31, 2016
 
(Dollars in thousands)
Outstanding balance
$
20,034

 
$
20,477

Carrying amount
$
18,011

 
$
18,392


The following table summarizes activity in the accretable yield for the PCI loan portfolio:
 
Three Months Ended March 31
 
2017
 
2016
 
(Dollars in thousands)
Beginning balance
$
2,370

 
$
2,827

Acquisition
—

 
—

Accretion
(307
)
 
(409
)
Other change in expected cash flows (1)
216

 
297

Reclassification from nonaccretable difference for loans which have paid off (2)
—

 
64

Ending balance
$
2,279

 
$
2,779

(1) Represents changes in cash flows expected to be collected and resulting in increased interest income as a prospective yield adjustment over the remaining life of the loan(s).
(2) Results in increased interest income during the period in which the loan paid off at amount greater than originally expected.

28


NOTE 5 - EARNINGS PER SHARE
Earnings per share consisted of the following components for the periods indicated:

 
Three Months Ended
 
March 31
 
2017
 
2016
 
(Dollars in thousands, except per share data)
Net income
$
20,725

 
$
18,611

 
 
 
 
Weighted Average Shares
 
Basic shares
27,029,640

 
26,275,323

Effect of dilutive securities
81,283

 
43,409

Diluted shares
27,110,923

 
26,318,732

 
 
 
 
Net income per share
 
 
 
Basic EPS
$
0.77

 
$
0.71

Effect of dilutive securities
(0.01
)
 
—

Diluted EPS
$
0.76

 
$
0.71

The following table illustrates the options to purchase common stock or shares of performance-based restricted stock that were excluded from the calculation of diluted earnings per share because they were anti-dilutive for the periods indicated:
 
Three Months Ended
 
March 31
 
2017
 
2016
Stock options
—

 
2,252

Performance-based restricted stock
127

 
—


29


NOTE 6 - STOCK BASED COMPENSATION
Time Vested Restricted Stock Awards
During the three months ended March 31, 2017 , the Company made the following awards of restricted stock:
Date
 
Shares Granted
 
Plan
 
Grant Date Fair Value Per Share
 
Vesting Period
2/13/2017
 
1,200

 
2005 Employee Stock Plan
 
$
62.53

 
Ratably over 5 years from grant date
2/16/2017
 
34,150

 
2005 Employee Stock Plan
 
$
63.10

 
Ratably over 5 years from grant date
3/31/2017
 
500

 
2005 Employee Stock Plan
 
$
65.63

 
Ratably over 5 years from grant date
The fair value of the restricted stock awards is based upon the average of the high and low price at which the Company’s common stock traded on the date of grant. The holders of restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting and dividend rights.
Performance-Based Restricted Stock Awards
On February 16, 2017 , the Company granted 14,400 performance-based restricted stock awards to certain executive level employees. These performance-based restricted stock awards were issued from the 2005 Employee Stock Plan and were determined to have a grant date fair value per share of $63.10 , determined by the average of the high and low price at which the Company's common stock traded on the date of grant. The number of shares to be vested will be contingent upon the Company's attainment of certain performance measures outlined in the award agreement and will be measured as of the end of the three year performance period, which includes January 1, 2017 through December 31, 2019. The awards will vest upon the earlier of the date on which it is determined if the performance goal is achieved, subsequent to the performance period; or, March 31, 2020. These awards will be accounted for as equity awards due to the nature of these awards and the fact that these shares will not be settled in cash.
The holders of these awards are not entitled to receive dividends or vote until the shares are vested.
On February 28, 2017, the performance-based restricted stock awards that were awarded on March 20, 2014 vested at 94% of the maximum target shares awarded, or 15,289 shares.
Stock Options
The Company did not grant any awards of options to purchase shares of common stock during the three months ended March 31, 2017 .

NOTE 7 - REPURCHASE AGREEMENTS

The Company can raise additional liquidity by entering into repurchase agreements at its discretion. These repurchases are accounted for as a secured borrowing transaction for accounting purposes. Payments on such borrowings are interest only until the scheduled repurchase date. In a repurchase agreement the Company is subject to the risk that the purchaser may default at maturity and not return the securities underlying the agreements. In order to minimize this potential risk, the Company enters into repurchase agreements that stipulate that the securities underlying the agreement are not delivered to the customer and instead are held in segregated safekeeping accounts by the Company's safekeeping agents.


30

The table below sets forth information regarding the Company’s repurchase agreements allocated by source of collateral at the dates indicated:    
 
March 31, 2017
 
Remaining Contractual Maturity of the Agreements
 
Overnight and Continuous
 
Up to 30 Days
 
30-90 Days
 
Greater than 90 Days
 
Total
 
(Dollars in thousands)
Sources of collateral
 
U.S. government agency securities
$
16,762

 
$
—

 
$
—

 
$
—

 
$
16,762

Agency mortgage-backed securities
56,837

 
—

 
—

 
—

 
56,837

Agency collateralized mortgage obligations
72,173

 
—

 
—

 
—

 
72,173

Total borrowings
$
145,772

 
$
—

 
$
—

 
$
—

 
$
145,772


 
December 31, 2016
 
Remaining Contractual Maturity of the Agreements
 
Overnight and Continuous
 
Up to 30 Days
 
30-90 Days
 
Greater than 90 Days
 
Total
 
(Dollars in thousands)
Sources of Collateral
 
U.S. government agency securities
$
20,233

 
$
—

 
$
—

 
$
—

 
$
20,233

Agency mortgage-backed securities
79,079

 
—

 
—

 
—

 
79,079

Agency collateralized mortgage obligations
77,601

 
—

 
—

 
—

 
77,601

Total borrowings
$
176,913

 
$
—

 
$
—

 
$
—

 
$
176,913


Certain counterparties monitor collateral, and may request additional collateral to be posted from time to time. For further information regarding the Company's repurchase agreements see Note 9 - Balance Sheet Offsetting .

NOTE 8 - DERIVATIVE AND HEDGING ACTIVITIES
The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally to manage the Company’s interest rate risk. Additionally, the Company enters into interest rate derivatives and foreign exchange contracts to accommodate the business requirements of its customers (“customer related positions”). The Company minimizes the market and liquidity risks of customer related positions by entering into similar offsetting positions with broker-dealers. Derivative instruments are carried at fair value in the Company’s financial statements. The accounting for changes in the fair value of a derivative instrument is dependent upon whether or not it qualifies as a hedge for accounting purposes, and further, by the type of hedging relationship.
The Company does not enter into proprietary trading positions for any derivatives.
Interest Rate Positions
The Company currently utilizes interest rate swap agreements as hedging instruments against interest rate risk associated with the Company’s borrowings. An interest rate swap is an agreement whereby one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount, for a predetermined period of time, from a second party. The amounts relating to the notional principal amount are not actually exchanged. The maximum length of time over which the Company is currently hedging its exposure to the variability in future cash flows for forecasted transactions related to the payment of variable interest on existing financial instruments is five years.

31

The following table reflects the Company’s derivative positions for the periods indicated below for interest rate swaps which qualify as cash flow hedges for accounting purposes:

March 31, 2017
Notional Amount
 
Trade Date
 
Effective Date
 
Maturity Date
 
Receive (Variable) Index
 
Current Rate Received
 
Pay Fixed Swap Rate
 
Fair Value
(Dollars in thousands)
$
25,000

 
9-Dec-08
 
10-Dec-08
 
10-Dec-18
 
3 Month LIBOR
 
1.11
%
 
2.94
%
 
$
(600
)
25,000

 
1-Apr-16
 
17-Jan-17
 
15-Dec-21
 
3 Month LIBOR
 
1.13
%
 
1.36
%
 
726

25,000

 
1-Apr-16
 
17-Jan-17
 
15-Dec-21
 
3 Month LIBOR
 
1.13
%
 
1.36
%
 
710

$
75,000

 
 
 
 
 
 
 
 
 
 
 
 
 
$
836

December 31, 2016
Notional Amount
 
Trade Date
 
Effective Date
 
Maturity Date
 
Receive (Variable) Index
 
Current Rate Received
 
Pay Fixed Swap Rate
 
Fair Value
 
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
$
25,000

 
9-Dec-08
 
10-Dec-08
 
10-Dec-18
 
3 Month LIBOR
 
0.95
%
 
2.94
%
 
$
(740
)
25,000

 
1-Apr-16
 
17-Jan-17
 
15-Dec-21
 
3 Month LIBOR
 
N/A

 
1.36
%
 
689

25,000

 
1-Apr-16
 
17-Jan-17
 
15-Dec-21
 
3 Month LIBOR
 
N/A

 
1.36
%
 
675

$
75,000

 
 
 
 
 
 
 
 
 
 
 
 
 
$
624


For derivative instruments that are designated and qualify as cash flow hedging instruments, the effective portion of the gains or losses is reported as a component of other comprehensive income ("OCI"), and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.  The Company expects approximately $153,000 (pre-tax) to be reclassified to interest expense from OCI related to the Company’s cash flow hedges in the next twelve months.  This reclassification is due to anticipated payments that will be made and/or received on the swaps based upon the forward curve as of March 31, 2017 .
The Company recognized $61,000 of net amortization income that was an offset to interest expense related to previously terminated swaps for the three month periods ended March 31, 2017 and 2016 .
The Company had no fair value hedges as of March 31, 2017 or December 31, 2016 .
Customer Related Positions
Loan level derivatives, primarily interest rate swaps, offered to commercial borrowers through the Company’s loan level derivative program do not qualify as hedges for accounting purposes. The Company believes that its exposure to commercial customer derivatives is limited because these contracts are simultaneously matched at inception with an offsetting dealer transaction. The commercial customer derivative program allows the Company to retain variable-rate commercial loans while allowing the customer to synthetically fix the loan rate by entering into a variable-to-fixed interest rate swap.
Foreign exchange contracts offered to commercial borrowers through the Company’s derivative program do not qualify as hedges for accounting purposes. The Company acts as a seller and buyer of foreign exchange contracts to accommodate its customers. To mitigate the market and liquidity risk associated with these derivatives, the Company enters into similar offsetting positions.

32

The following table reflects the Company’s customer related derivative positions for the periods indicated below for those derivatives not designated as hedging:
 
 
 
Notional Amount Maturing
 
 
 
Number of  Positions (1)
 
Less than 1 year
 
Less than 2 years
 
Less than 3 years
 
Less than 4 years
 
Thereafter
 
Total
 
Fair Value
 
March 31, 2017
 
(Dollars in thousands)
Loan level swaps
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Receive fixed, pay variable
226

 
$
31,782

 
$
19,558

 
$
106,647

 
$
188,536

 
$
519,949

 
$
866,472

 
$
8,608

Pay fixed, receive variable
211

 
$
31,782

 
$
19,558

 
$
106,647

 
$
188,536

 
$
519,949

 
$
866,472

 
$
(8,617
)
Foreign exchange contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Buys foreign currency, sells U.S. currency
22

 
$
52,619

 
$
—

 
$
—

 
$
—

 
$
—

 
$
52,619

 
$
(1,432
)
Buys U.S. currency, sells foreign currency
22

 
$
52,619

 
$
—

 
$
—

 
$
—

 
$
—

 
$
52,619

 
$
1,452

 
December 31, 2016
 
(Dollars in thousands)
Loan level swaps
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Receive fixed, pay variable
222

 
$
30,245

 
$
21,708

 
$
63,771

 
$
165,783

 
$
567,897

 
$
849,404

 
$
12,005

Pay fixed, receive variable
207

 
$
30,245

 
$
21,708

 
$
63,771

 
$
165,783

 
$
567,897

 
$
849,404

 
$
(12,008
)
Foreign exchange contracts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Buys foreign currency, sells U.S. currency
33

 
$
45,711

 
$
—

 
$
—

 
$
—

 
$
—

 
$
45,711

 
$
(2,250
)
Buys U.S. currency, sells foreign currency
33

 
$
45,711

 
$
—

 
$
—

 
$
—

 
$
—

 
$
45,711

 
$
2,277

 
(1)
The Company may enter into one dealer swap agreement which offsets multiple commercial borrower swap agreements.
Mortgage Derivatives
Prior to closing and funding certain 1- 4 family residential mortgage loans, an interest rate lock commitment is generally extended to the borrower. During the period from commitment date to closing date, the Company is subject to the risk that market rates of interest may change. If market rates rise, investors generally will pay less to purchase such loans resulting in a reduction in the gain on sale of the loans or, possibly, a loss. In an effort to mitigate such risk, forward delivery sales commitments are executed, under which the Company agrees to deliver whole mortgage loans to various investors. These forward commitments carry a market price that has a strong inverse relationship to that of mortgage prices. Certain assumptions, including pull through rates and rate lock periods, are used in managing the existing and future hedges. The effectiveness of the economic hedges rely on the accuracy of these assumptions.
    
The change in fair value on the interest rate lock commitments and forward delivery sale commitments are recorded in current period earnings as a component of mortgage banking income. In addition, the Company has elected the fair value option to carry loans held for sale at fair value. The change in fair value of loans held for sale is recorded in current period earnings as a component of mortgage banking income in accordance with the Company's fair value election. The change in fair value associated with loans held for sale was a decrease of $147,000 and an increase of $54,000 for the three month periods ended March 31, 2017 and 2016 , respectively. These amounts were offset in earnings by the change in the fair value of mortgage derivatives. Additionally, the aggregate amount of net realized gains or losses on sales of such loans included within mortgage banking income amounted to $980,000 and $894,000 for the three month periods ended March 31, 2017 and 2016 , respectively.

33


The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet at the periods indicated:
 
Asset Derivatives
 
Liability Derivatives
 
 
 
Fair Value at
 
Fair Value at
 
 
 
Fair Value at
 
Fair Value at
 
Balance Sheet
Location
 
March 31
2017
 
December 31
2016
 
Balance Sheet
Location
 
March 31
2017
 
December 31
2016
 
(Dollars in thousands)
Derivatives designated as hedges
 
 
 
 
 
 
 
 
 
 
 
Interest rate derivatives
Other assets
 
$
1,436

 
$
1,364

 
Other liabilities
 
$
600

 
$
740

Derivatives not designated as hedges
 
 
 
 
 
 
 
 
 
 
 
Customer Related Positions
 
 
 
 
 
 
 
 
 
 
 
Loan level derivatives
Other assets
 
$
16,697

 
$
18,629

 
Other liabilities
 
$
16,706

 
$
18,632

Foreign exchange contracts
Other assets
 
1,739

 
2,338

 
Other liabilities
 
1,719

 
2,311

Mortgage Derivatives
 
 
 
 
 
 
 
 
 
 
 
Interest rate lock commitments
Other assets
 
212

 
430

 
Other liabilities
 
—

 
—

Forward sales agreements
Other assets
 
35

 
—

 
Other liabilities
 
—

 
233

 
 
 
$
18,683

 
$
21,397

 
 
 
$
18,425

 
$
21,176

Total
 
 
$
20,119

 
$
22,761

 
 
 
$
19,025

 
$
21,916


The table below presents the effect of the Company’s derivative financial instruments included in OCI and current earnings for the periods indicated:
 
Three Months Ended
 
 
March 31
 
 
2017
 
2016
 
 
(Dollars in thousands)
Derivatives designated as hedges
 
 
 
 
Gain in OCI on derivatives (effective portion), net of tax
$
89

 
$
123

 
Loss reclassified from OCI into interest expense (effective portion)
$
(93
)
 
$
(661
)
 
Loss recognized in income on derivatives (ineffective portion and amount excluded from effectiveness testing)
 
 
 
 
Interest expense
$
—

 
$
—

 
Other expense
—

 
—

 
Total
$
—

 
$
—

 
Derivatives not designated as hedges
 
 
 
 
Changes in fair value of customer related positions
 
 
 
 
Other income
$
(7
)
 
$
72

 
Other expense
(6
)
 
(16
)
 
Changes in fair value of mortgage derivatives
 
 
 
 
Mortgage banking income
50

 
114

 
Total
$
37

 
$
170

 

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required. Should a counterparty fail to perform under the terms of a derivative contract, the Company's credit exposure on interest rate swaps is limited to the net positive fair value and accrued interest of all swaps with each counterparty. The Company seeks to minimize counterparty credit risk through credit approvals, limits, monitoring procedures, and obtaining

34

collateral, where appropriate. Institutional counterparties must have an investment grade credit rating and be approved by the Company's Board of Directors. As such, management believes the risk of incurring credit losses on derivative contracts with those counterparties is remote and losses, if any, would be immaterial. The Company's exposure relating to institutional counterparties was $5.5 million and $4.7 million at March 31, 2017 and December 31, 2016 , respectively. The Company’s exposure relating to customer counterparties was approximately $13.4 million and $16.1 million at March 31, 2017 and December 31, 2016 , respectively. Credit exposure may be reduced by the amount of collateral pledged by the counterparty.


NOTE 9 - BALANCE SHEET OFFSETTING
The Company does not offset fair value amounts recognized for derivative instruments or repurchase agreements. The Company does net the amount recognized for the right to reclaim cash collateral against the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement. Collateral legally required to be maintained at dealer banks by the Company is monitored and adjusted as necessary. At March 31, 2017 , it was determined that no additional collateral would have to be posted to immediately settle these instruments.
The following tables present the Company's asset and liability derivative positions and the potential effect of netting arrangements on its financial position, as of the periods indicated:
 
 
 
 
Gross Amounts Not Offset in the Statement of Financial Position
 
 
Gross Amounts Recognized in the Statement of Financial Position
Gross Amounts Offset in the Statement of Financial Position
Net Amounts Presented in the Statement of Financial Position
Financial Instruments (1)
Collateral Pledged (Received)
Net Amount
 
March 31, 2017
 
(Dollars in thousands)
Derivative Assets
 
Interest rate swaps
$
1,436

$
—

$
1,436

$
710

$
—

$
726

Loan level derivatives
16,697

—

16,697

3,676

—

13,021

Customer foreign exchange contracts
1,739

—

1,739

—

—

1,739

 
$
19,872

$
—

$
19,872

$
4,386

$
—

$
15,486

 
 
 
 
 
 
 
Derivative Liabilities
 
Interest rate swaps
$
600

$
—

$
600

$
—

$
600

$
—

Loan level derivatives
16,706

—

16,706

4,386

8,176

4,144

Customer foreign exchange contracts
1,719

—

1,719

—

—

1,719

Repurchase agreements
 
 
 
 
 
 
Customer repurchase agreements
145,772

—

145,772

—

145,772

—

 
$
164,797

$
—

$
164,797

$
4,386

$
154,548

$
5,863

(1)
Reflects offsetting derivative positions with the same counterparty.


35

 
 
 
 
Gross Amounts Not Offset in the Statement of Financial Position
 
 
Gross Amounts Recognized in the Statement of Financial Position
Gross Amounts Offset in the Statement of Financial Position
Net Amounts Presented in the Statement of Financial Position
Financial Instruments (1)
Collateral Pledged (Received)
Net Amount
 
December 31, 2016
 
(Dollars in thousands)
Derivative Assets
 
Interest rate swaps
$
1,364

$
—

$
1,364

$
961

$
—

$
403

Loan level derivatives
18,629

—

18,629

3,261

—

15,368

Customer foreign exchange contracts
2,338

—

2,338

—

—

2,338

 
$
22,331

$
—

$
22,331

$
4,222

$
—

$
18,109

 
 
 
 
 
 
 
Derivative Liabilities
 
Interest rate swaps
$
740

$
—

$
740

$
—

$
740

$
—

Loan level derivatives
18,632

—

18,632

4,222

11,106

3,304

Customer foreign exchange contracts
2,311

—

2,311

—

—

2,311

Repurchase agreements
 
 
 
 
 
 
Customer repurchase agreements
176,913

—

176,913

—

176,913

—

 
$
198,596

$
—

$
198,596

$
4,222

$
188,759

$
5,615

(1)
Reflects offsetting derivative positions with the same counterparty.

The Company has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well capitalized institution, then the Company could be required to terminate any outstanding derivatives with the counterparty. All liability position interest rate swap and customer loan level swap counterparties have credit-risk contingent features as of the dates indicated in the table above. In addition, derivative instruments that contain credit-risk related contingent features that are in a net liability position require the Company to assign collateral as noted in the table above.

NOTE 10 - FAIR VALUE MEASUREMENTS
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. If there has been a significant decrease in the volume and level of activity for the asset or liability, regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The Company uses prices and inputs that are current as of the measurement date. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from one level to another.
The Fair Value Measurements and Disclosures Topic of the FASB ASC defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the Fair Value Measurements and Disclosures Topic of the FASB ASC are described below:
Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

36

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Valuation Techniques
There have been no changes in the valuation techniques used during the current period.
Securities:
Trading and Equity Securities
These equity securities are valued based on market quoted prices. These securities are categorized in Level 1 as they are actively traded and no valuation adjustments have been applied.
U.S. Government Agency Securities
Fair value is estimated using either multi-dimensional spread tables or benchmarks. The inputs used include benchmark yields, reported trades, and broker/dealer quotes. These securities are classified as Level 2.
Agency Mortgage-Backed Securities
Fair value is estimated using either a matrix or benchmarks. The inputs used include benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. These securities are categorized as Level 2.
Agency Collateralized Mortgage Obligations and Small Business Administration Pooled Securities
The valuation model for these securities is volatility-driven and ratings based, and uses multi-dimensional spread tables. The inputs used include benchmark yields, reported trades, new issue data, broker dealer quotes, and collateral performance. If there is at least one significant model assumption or input that is not observable, these securities are categorized as Level 3 within the fair value hierarchy; otherwise, they are classified as Level 2.
State, County, and Municipal Securities
The fair value is estimated using a valuation matrix with inputs including bond interest rate tables, recent transaction, and yield relationships. These securities are categorized as Level 2.
Single and Pooled Issuer Trust Preferred Securities
The fair value of trust preferred securities, including pooled and single issuer preferred securities, is estimated using external pricing models, discounted cash flow methodologies or similar techniques. The inputs used in these valuations include benchmark yields, reported trades, new issue data, broker dealer quotes, and collateral performance. If there is at least one significant model assumption or input that is not observable, these securities are classified as Level 3 within the fair value hierarchy; otherwise, they are classified as Level 2.
Loans Held for Sale
The Company has elected the fair value option to account for originated closed loans intended for sale. The fair value is measured on an individual loan basis using quoted market prices and when not available, comparable market value or discounted cash flow analysis may be utilized. These assets are typically classified as Level 2.
Derivative Instruments
Derivatives
The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings. Additionally, in conjunction with fair value measurement guidance, the Company has made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Although the Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of March 31, 2017 and December 31,

37

2016 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified as Level 2.
Mortgage Derivatives
The fair value of mortgage derivatives is determined based on current market prices for similar assets in the secondary market and, therefore, classified as Level 2 within the fair value hierarchy.
Impaired Loans
Collateral dependent loans that are deemed to be impaired are valued based upon the lower of cost or fair value of the underlying collateral less costs to sell.  The inputs used in the appraisals of the collateral are not always observable, and therefore the loans may be classified as Level 3 within the fair value hierarchy; otherwise, they are classified as Level 2.
Other Real Estate Owned and Other Foreclosed Assets
The fair values are generally estimated based upon recent appraisal values of the property less costs to sell the property, as Other Real Estate Owned ("OREO") and Other Foreclosed Assets are valued at the lower of cost or fair value of the property, less estimated costs to sell. Certain inputs used in appraisals are not always observable, and therefore OREO and Other Foreclosed Assets may be classified as Level 3 within the fair value hierarchy.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets are subject to impairment testing. The Company conducts an annual impairment test of goodwill in the third quarter of each year, or more frequently if necessary, and other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. To estimate the fair value of goodwill and, if necessary, other intangible assets, the Company utilizes both a comparable analysis of relevant price multiples in recent market transactions and discounted cash flow analysis. Both valuation models require a significant degree of management judgment. In the event the fair value as determined by the valuation model is less than the carrying value, the intangibles may be impaired. If the impairment testing resulted in impairment, the Company would classify the impaired goodwill and other intangible assets subjected to nonrecurring fair value adjustments as Level 3.

38

Assets and liabilities measured at fair value on a recurring and nonrecurring basis were as follows as of the dates indicated:
 
 
 
Fair Value Measurements at Reporting Date Using
 
Balance
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
March 31, 2017
 
(Dollars in thousands)
Recurring fair value measurements
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Trading securities
$
1,289

 
$
1,289

 
$
—

 
$
—

Securities available for sale
 
 
 
 
 
 
 
U.S. Government agency securities
24,269

 
—

 
24,269

 
$
—

Agency mortgage-backed securities
188,334

 
—

 
188,334

 
—

Agency collateralized mortgage obligations
124,868

 
—

 
124,868

 
—

State, county, and municipal securities
3,787

 
—

 
3,787

 
—

Single issuer trust preferred securities issued by banks and insurers
2,320

 
—

 
2,320

 
—

Pooled trust preferred securities issued by banks and insurers
1,596

 
—

 
—

 
1,596

Small business administration pooled securities
37,002

 
—

 
37,002

 
—

Equity securities
19,661

 
19,661

 
—

 
—

Loans held for sale
3,398

 
—

 
3,398

 
—

Derivative instruments
20,119

 
—

 
20,119

 
—

Liabilities
 
 
 
 
 
 
 
Derivative instruments
19,025

 
—

 
19,025

 
—

Total recurring fair value measurements
$
407,618

 
$
20,950

 
$
385,072

 
$
1,596

 
 
 
 
 
 
 
 
Nonrecurring fair value measurements
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Collateral dependent impaired loans
$
35,247

 
$
—

 
$
—

 
$
35,247

Other real estate owned and other foreclosed assets
3,404

 
—

 
—

 
3,404

Total nonrecurring fair value measurements
$
38,651

 
$
—

 
$
—

 
$
38,651



39

 
 
 
Fair Value Measurements at Reporting Date Using
 
Balance
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
December 31, 2016
 
(Dollars in thousands)
Recurring fair value measurements
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Trading securities
$
804

 
$
804

 
$
—

 
$
—

Securities available for sale
 
 
 
 
 
 
 
U.S. Government agency securities
$
24,244

 
$
—

 
$
24,244

 
$
—

Agency mortgage-backed securities
175,384

 
—

 
175,384

 
—

Agency collateralized mortgage obligations
99,868

 
—

 
99,868

 
—

State, county, and municipal securities
3,793

 
—

 
3,793

 
—

Single issuer trust preferred securities issued by banks and insurers
2,311

 
—

 
2,311

 
—

Pooled trust preferred securities issued by banks and insurers
1,584

 
—

 
—

 
1,584

Small business administration pooled securities
37,189

 
—

 
37,189

 
—

Equity securities
19,271

 
19,271

 
—

 
—

Loans held for sale
6,139

 
—

 
6,139

 
—

Derivative instruments
22,761

 
—

 
22,761

 
—

Liabilities
 
 
 
 
 
 
 
Derivative instruments
21,916

 
—

 
21,916

 
—

Total recurring fair value measurements
$
371,432

 
$
20,075

 
$
349,773

 
$
1,584

 
 
 
 
 
 
 
 
Nonrecurring fair value measurements:
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Collateral dependent impaired loans
$
33,974

 
$
—

 
$
—

 
$
33,974

Other real estate owned and other foreclosed assets
4,173

 
—

 
—

 
4,173

Total nonrecurring fair value measurements
$
38,147

 
$
—

 
$
—

 
$
38,147

The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3), which were valued using pricing models and discounted cash flow methodologies, as of the dates indicated:
 
Three Months Ended
 
March 31
 
2017
 
2016
 
(Dollars in thousands)
Pooled Trust Preferred Securities
 
 
 
Beginning balance
$
1,584

 
$
1,572

Gains and (losses) (realized/unrealized)
 
 
 
Included in other comprehensive income
11

 
(71
)
Settlements
1

 
(1
)
Ending balance
$
1,596

 
$
1,500

It is the Company’s policy to recognize the transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers between the levels of the fair value hierarchy for any assets or liabilities measured at fair value on a recurring basis during the three month periods ended March 31, 2017 or 2016 .

40

The following table sets forth certain unobservable inputs regarding the Company’s investment in securities that are classified as Level 3 for the periods indicated:
 
 
March 31
2017
 
December 31
2016
 
 
 
March 31
2017
 
December 31
2016
 
March 31
2017
 
December 31
2016
Valuation Technique
 
Fair Value
 
Unobservable Inputs
 
Range
 
Weighted Average
 
 
(Dollars in thousands)
 
 
Discounted cash flow methodology
 
 
 
 
 
 
 
 
 
 
Pooled trust preferred securities
 
$
1,596

 
$
1,584

 
Cumulative prepayment
 
0% - 62%
 
0% - 62%
 
2.5%
 
2.5%
 
 
 
 
 
 
Cumulative default
 
5% - 100%
 
5% - 100%
 
12.8%
 
12.8%
 
 
 
 
 
 
Loss given default
 
85% - 100%
 
85% - 100%
 
94.3%
 
94.2%
 
 
 
 
 
 
Cure given default
 
0% - 75%
 
0% - 75%
 
60.9%
 
60.9%
Appraisals of collateral(1)
 
 
 
 
 
 
 
 
 
 
Collateral dependent impaired loans
 
$
35,247

 
$
33,974

 
 
 
 
 
 
 
 
 
 
Other real estate owned and foreclosed assets
 
$
3,404

 
$
4,173

 
 
 
 
 
 
 
 
 
 
 
(1)
Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable. Appraisals may be adjusted by management for qualitative factors such as economic factors and estimated liquidation expenses. The range of these possible adjustments may vary.
For the fair value measurements in the table above, which are classified as Level 3 within the fair value hierarchy, the Company’s Treasury and Finance groups determine the valuation policies and procedures. For the pricing of the securities, the Company uses third-party pricing information, without adjustment. Depending on the type of the security, management employs various techniques to analyze the pricing it receives from third parties, such as analyzing changes in market yields and in certain instances reviewing the underlying collateral of the security. Management reviews changes in fair value from period to period and performs testing to ensure that prices received from the third parties are consistent with their expectation of the market. For the securities whose market is deemed to be inactive and which are categorized as Level 3, the fair value models are calibrated and significant inputs are back tested on a quarterly basis, to the extent possible. This testing is done by the third party service provider, who performs this testing by comparing anticipated inputs to actual results. Significant changes in fair value from period to period are closely scrutinized to ensure fair value models are not flawed. The driver(s) of the respective change in fair value and the method for forecasting the driver(s) is closely considered by management.
The significant unobservable inputs used in the fair value measurement of the Company’s pooled trust preferred securities are cumulative prepayment rates, cumulative default rates, loss given default rates and cure given default rates. Significant increases (decreases) in deferrals or defaults, in isolation, would result in a significantly lower (higher) fair value measurement. Alternatively, significant increases (decreases) in cure rates, in isolation, would result in a significantly higher (lower) fair value measurement.
Additionally, the Company has certain assets which are marked to fair value on a nonrecurring basis which are categorized within Level 3. These assets include collateral dependent impaired loans and OREO. The determination of the fair value amount is derived from the use of independent third party appraisals and evaluations, prepared by firms from a predetermined list of qualified and approved appraisers or evaluators. Upon receipt of an appraisal or evaluation, the Company's Commercial Real Estate Appraisal Department will review the report for compliance with regulatory and Company standards, as well as reasonableness and acceptance of the value conclusions. Any issues or concerns regarding compliance or value conclusions will be addressed with the engaged firm and the report may be adjusted or revised. If a disagreement cannot be resolved, the Commercial Real Estate Appraisal Department will either address the key issues and modify the report for acceptance or reject the report and re-order a new report. Ultimately, the Company’s Commercial Real Estate Appraisal Department will confirm the collateral value as part of its review process.
The estimated fair values and related carrying amounts for assets and liabilities for which fair value is only disclosed are shown below as of the periods indicated:

41

 
 
 
 
 
Fair Value Measurements at Reporting Date Using
 
Carrying
Value
 
Fair
Value
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
   
March 31, 2017
 
(Dollars in thousands)
Financial assets
 
 
 
Securities held to maturity(a)
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
$
1,007

 
$
1,052

 
$
—

 
$
1,052

 
$
—

Agency mortgage-backed securities
184,317

 
185,576

 
—

 
185,576

 
—

Agency collateralized mortgage obligations
284,716

 
282,124

 
—

 
282,124

 
—

Single issuer trust preferred securities issued by banks
1,500

 
1,538

 
—

 
1,538

 
—

Small business administration pooled securities
30,583

 
30,627

 
—

 
30,627

 
—

Loans, net of allowance for loan losses(b)
5,966,801

 
5,839,125

 
—

 
—

 
5,839,125

Federal Home Loan Bank stock(c)
11,497

 
11,497

 
—

 
11,497

 
—

Cash surrender value of life insurance policies(d)
145,560

 
145,560

 
—

 
145,560

 
—

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposit liabilities, other than time deposits(e)
$
5,854,822

 
5,854,822

 
—

 
5,854,822

 
—

Time certificates of deposits(f)
$
615,852

 
613,566

 
—

 
613,566

 
—

Federal Home Loan Bank borrowings(f)
50,811

 
50,831

 
—

 
50,831

 
—

Customer repurchase agreements and other short-term borrowings(f)
145,772

 
145,772

 
—

 
—

 
145,772

Junior subordinated debentures(g)
73,067

 
73,611

 
—

 
73,611

 
—

Subordinated debentures(f)
34,647

 
33,034

 
—

 
—

 
33,034

 

42


 
 
 
 
 
Fair Value Measurements at Reporting Date Using
 
Carrying
Value
 
Fair
Value
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
   
December 31, 2016
 
(Dollars in thousands)
Financial assets
 
Securities held to maturity(a)
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
$
1,007

 
$
1,054

 
$
—

 
$
1,054

 
$
—

Agency mortgage-backed securities
156,088

 
157,504

 
—

 
157,504

 
—

Agency collateralized mortgage obligations
297,445

 
294,650

 
—

 
294,650

 
—

Single issuer trust preferred securities issued by banks
1,500

 
1,544

 
—

 
1,544

 
—

Small business administration pooled securities
31,036

 
30,898

 
—

 
30,898

 
—

Loans, net of allowance for loan losses(b)
5,904,065

 
5,784,778

 
—

 
—

 
5,784,778

Federal Home Loan Bank stock(c)
11,497

 
11,497

 
—

 
11,497

 
—

Cash surrender value of life insurance policies(d)
144,503

 
144,503

 
—

 
144,503

 
—

Financial liabilities
 
 
 
 
 
 
 
 
 
Deposit liabilities, other than time deposits(e)
5,763,101

 
5,763,101

 
—

 
5,763,101

 
—

Time certificates of deposits(f)
649,152

 
647,038

 
—

 
647,038

 
—

Federal Home Loan Bank borrowings(f)
50,819

 
50,898

 
—

 
50,898

 
—

Customer repurchase agreements and other short-term borrowings(f)
176,913

 
176,913

 
—

 
—

 
176,913

Junior subordinated debentures(g)
73,107

 
72,510

 
—

 
72,510

 
—

Subordinated debentures(f)
34,635

 
34,241

 
—

 
—

 
34,241

(a)
The fair values presented are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments and/or discounted cash flow analysis.
(b)
Fair value is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or cash flows. Additionally, this amount excludes collateral dependent impaired loans, which are deemed to be marked to fair value on a nonrecurring basis.
(c)
FHLB stock has no quoted market value and is carried at cost, therefore the carrying amount approximates fair value.
(d)
Cash surrender value of life insurance is recorded at its cash surrender value (or the amount that can be realized upon surrender of the policy), therefore carrying amount approximates fair value.
(e)
Fair value of demand deposits, savings and interest checking accounts and money market deposits is the amount payable on demand at the reporting date.
(f)
Fair value was determined by discounting anticipated future cash payments using rates currently available for instruments with similar remaining maturities.
(g)
Fair value was determined based upon market prices of securities with similar terms and maturities.
This summary excludes financial assets and liabilities for which the carrying value approximates fair value. For financial assets, these may include cash and due from banks, federal funds sold and short-term investments. For financial liabilities, these may include federal funds purchased. These instruments would all be considered to be classified as Level 1 within the fair value hierarchy. Also excluded from the summary are financial instruments measured at fair value on a recurring and nonrecurring basis, as previously described.
The Company considers its financial instruments' current use to be the highest and best use of the instruments.


43


NOTE 11 - COMPREHENSIVE INCOME (LOSS)
The following table presents a reconciliation of the changes in the components of other comprehensive income (loss) for the dates indicated, including the amount of income tax (expense) benefit allocated to each component of other comprehensive income (loss):
 
Three Months Ended
March 31, 2017
 
Pre Tax
Amount
 
Tax (Expense)
Benefit
 
After Tax
Amount
 
(Dollars in thousands)
Change in fair value of securities available for sale
$
896

 
$
(364
)
 
$
532

Less: net security gains reclassified into other noninterest income (expense)
1

 
—

 
1

Net change in fair value of securities available for sale
895

 
(364
)
 
531

 
 
 
 
 
 
Change in fair value of cash flow hedges
58

 
(24
)
 
34

Less: net cash flow hedge losses reclassified into interest on borrowings expense (1)
(93
)
 
38

 
(55
)
Net change in fair value of cash flow hedges
151

 
(62
)
 
89

 
 
 
 
 
 
Net unamortized loss related to defined benefit pension and other postretirement adjustments arising during the period
(7
)
 
3

 
(4
)
Amortization of net actuarial losses
70

 
(29
)
 
41

Amortization of net prior service costs
69

 
(28
)
 
41

Net change in other comprehensive income for defined benefit postretirement plans (2)
132

 
(54
)
 
78

Total other comprehensive income
$
1,178

 
$
(480
)
 
$
698

 
Three Months Ended
March 31, 2016
 
Pre Tax
Amount
 
Tax (Expense)
Benefit
 
After Tax
Amount
 
(Dollars in thousands)
Change in fair value of securities available for sale
$
6,708

 
$
(2,610
)
 
$
4,098

Less: net security losses reclassified into other noninterest income
(29
)
 
12

 
(17
)
Net change in fair value of securities available for sale
6,679

 
(2,598
)
 
4,081

 
 
 
 
 
 
Change in fair value of cash flow hedges
(456
)
 
188

 
(268
)
Less: net cash flow hedge losses reclassified into interest on borrowings expense (1)
(661
)
 
270

 
(391
)
Net change in fair value of cash flow hedges
205

 
(82
)
 
123

 
 
 
 
 
 
Net unamortized loss related to defined benefit pension and other postretirement adjustments arising during the period
(28
)
 
11

 
(17
)
Amortization of net actuarial losses
61

 
(25
)
 
36

Amortization of net prior service credits
69

 
(28
)
 
41

Net change in other comprehensive income for defined benefit postretirement plans (2)
102

 
(42
)
 
60

Total other comprehensive income
$
6,986

 
$
(2,722
)
 
$
4,264

 
(1)
Includes the amortization of the remaining balance of a realized but unrecognized gain, net of tax, from the termination of interest rate swaps in 2009. The original gain of $1.4 million , net of tax, is being recognized in earnings through December 2018, the original maturity date of the swap. The balance of this gain has amortized to $245,000 and $281,000 at March 31, 2017 and December 31, 2016 , respectively.

(2)
The amortization of prior service costs is included in the computation of net periodic pension cost as disclosed in the Employee Benefit Plans footnote in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the Securities and Exchange Commission.

44

Information on the Company’s accumulated other comprehensive income (loss), net of tax, is comprised of the following components as of the periods indicated:
 
Unrealized Gain on Securities
 
Unrealized Gain (Loss) on Cash Flow Hedge
 
Deferred Gain on Hedge Transactions
 
Defined Benefit Postretirement Plans
 
Accumulated Other Comprehensive Income (Loss)
 
(Dollars in thousands)
 
2017
Beginning balance: January 1, 2017
$
173

 
$
361

 
$
281

 
$
(2,152
)
 
$
(1,337
)
Net change in other comprehensive income (loss)
531

 
125

 
(36
)
 
78

 
698

Ending balance: March 31, 2017
$
704

 
$
486

 
$
245

 
$
(2,074
)
 
$
(639
)
 
2016
Beginning balance: January 1, 2016
$
1,306

 
$
(1,955
)
 
$
427

 
$
(2,230
)
 
$
(2,452
)
Net change in other comprehensive income (loss)
4,081

 
161

 
(38
)
 
60

 
4,264

Ending balance: March 31, 2016
$
5,387

 
$
(1,794
)
 
$
389

 
$
(2,170
)
 
$
1,812


NOTE 12 - COMMITMENTS AND CONTINGENCIES
Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, the Company enters into various transactions to meet the financing needs of its customers, which, in accordance with GAAP, are not included in its consolidated balance sheets. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The Company minimizes its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures.
The Company enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of these commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding.
Standby letters of credit are written conditional commitments issued to guarantee the performance of a customer to a third party. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. If the commitment were funded, the Company would be entitled to seek recovery from the customer. The Company’s policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.
The fees collected in connection with the issuance of standby letters of credit are representative of the fair value of its obligation undertaken in issuing the guarantee. In accordance with applicable accounting standards related to guarantees, fees collected in connection with the issuance of standby letters of credit are deferred. The fees are then recognized in income proportionately over the life of the standby letter of credit agreement. The deferred standby letter of credit fees represent the fair value of the Company's potential obligations under the standby letter of credit guarantees.
The following table summarizes the above financial instruments at the dates indicated:
 
March 31, 2017
 
December 31, 2016
 
(Dollars in thousands)
Commitments to extend credit
$
2,283,475

 
$
2,227,955

Standby letters of credit
17,359

 
18,190

Deferred standby letter of credit fees
114

 
108

Lease Commitments
The Company leases office space, space for ATM locations, and certain branch locations under noncancelable operating leases.
Rent expense incurred under operating leases was approximately $2.0 million and $2.2 million the three months ended March 31, 2017 and 2016 , respectively. Renewal options ranging from 4 months to 10 years exist for several of these leases.

45

There has been no significant change in the future minimum lease payments payable by the Company since December 31, 2016 . See the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for information regarding our leases and other commitments.
Other Contingencies
At March 31, 2017 , Rockland Trust was involved in pending lawsuits that arose in the ordinary course of business. Management has reviewed these pending lawsuits with legal counsel and has taken into consideration the view of counsel as to their outcome. In the opinion of management, the final disposition of pending lawsuits is not expected to have a material adverse effect on the Company’s financial position or results of operations.
The Bank is required to maintain certain reserve requirements of vault cash and/or deposits with the Federal Reserve Bank of Boston. The amount of this reserve requirement was $27.7 million and $31.8 million at March 31, 2017 and December 31, 2016 , respectively.


NOTE 13 - LOW INCOME HOUSING PROJECT INVESTMENTS
The Company has invested in low income housing projects that generate Low Income Housing Tax Credits (“LIHTC”) which provide the Company with tax credits and operating loss tax benefits over a period of approximately 15 years. None of the original investment is expected to be repaid.
The following table presents certain information related to Company's investments in low income housing projects as of the dates indicated:
 
March 31, 2017
 
December 31, 2016
 
(Dollars in thousands)
Original investment value
$
47,439

 
$
47,379

Current recorded investment
38,685

 
39,606

Unfunded liability obligation
8,784

 
12,161

Tax credits and benefits
5,745

(1)
5,366

Amortization of investments
4,008

(2)
3,725

Net income tax benefit
1,737

(3)
1,641

(1) This amount reflects anticipated tax credits and tax benefits for the full year ended December 31, 2017 .
(2) The amortization amount reduces the tax credits and benefits anticipated for the full year ended December 31, 2017 .
(3) This amount represents the net tax benefit expected to be realized for the full year ended December 31, 2017 in determining the Company's effective tax rate.


46


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements, notes and tables included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , filed with the Securities and Exchange Commission.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, both in the Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by forward-looking terminology such as “should,” “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties and our actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, in addition to those risk factors listed under the “Risk Factors” section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , include, but are not limited to:

•
a weakening in the United States economy in general and the regional and local economies within the New England region and the Company’s market area;
•
adverse changes in the local real estate market;
•
adverse changes in asset quality including an unanticipated credit deterioration in our loan portfolio, including those related to one or more large commercial relationships;
•
acquisitions may not produce results at levels or within time frames originally anticipated and may result in unforeseen integration issues or impairment of goodwill and/or other intangibles;
•
changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;
•
higher than expected tax expense, resulting from failure to comply with general tax laws, changes in tax laws, or failure to comply with requirements of the federal New Markets Tax Credit program;
•
unexpected changes in market interest rates for interest earning assets and/or interest bearing liabilities;
•
unexpected increased competition in our market area;
•
unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on our business caused by severe weather or other external events;
•
a deterioration in the conditions of the securities markets;
•
a deterioration of the credit rating for U.S. long-term sovereign debt;
•
our inability to adapt to changes in information technology;
•
electronic fraudulent activity within the financial services industry, especially in the commercial banking sector;
•
adverse changes in consumer spending and savings habits;
•
failure to consummate or delay in consummating the acquisition of Island Bancorp, which is subject to certain standard conditions;
•
the inability to realize expected cost savings from business acquisitions in the amounts or in the timeframe anticipated;
•
inability to retain customers and employees, including those of previous acquisitions;
•
the effect of laws and regulations regarding the financial services industry including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act;
•
changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to our business;
•
changes in accounting policies, practices and standards, 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;
•
cyber security attacks or intrusions that could adversely impact our businesses; and
•
other unexpected material adverse changes in our operations or earnings.

Except as required by law, the Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise. Any public statements or disclosures by the Company following this Quarterly Report on Form 10-Q which modify or impact any of the forward-looking statements contained

47
Table of Contents

in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.


Selected Quarterly Financial Data
The selected consolidated financial and other data of the Company set forth below does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information, including the Consolidated Financial Statements and related notes, appearing elsewhere in this Quarterly Report on Form 10-Q.
 
 
 
Three Months Ended
 
 
 
March 31,
2017
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
 
(Dollars in thousands, except per share data)
Financial condition data
 
 
 
 
 
 
 
 
 
Securities available for sale
$
401,837

 
$
363,644

 
$
387,008

 
$
389,824

 
$
378,227

Securities held to maturity
502,123

 
487,076

 
430,763

 
438,656

 
457,641

Loans
6,064,366

 
5,999,605

 
5,746,133

 
5,674,253

 
5,589,231

Allowance for loan losses
(62,318
)
 
(61,566
)
 
(58,205
)
 
(57,727
)
 
(56,432
)
Goodwill and other intangible assets
230,613

 
231,374

 
210,834

 
211,526

 
212,218

Total assets
7,738,114

 
7,709,375

 
7,502,009

 
7,418,866

 
7,189,268

Total deposits
6,470,674

 
6,412,253

 
6,269,460

 
6,197,892

 
5,995,247

Total borrowings
304,297

 
335,474

 
299,521

 
298,368

 
293,265

Stockholders’ equity
877,480

 
864,690

 
818,242

 
803,897

 
788,147

Nonperforming loans
55,052

 
57,407

 
24,793

 
25,628

 
25,499

Nonperforming assets
58,456

 
61,580

 
26,591

 
27,473

 
27,219

Income statement
 
 
 
 
 
 
 
 
 
Interest income
$
64,407

 
$
63,428

 
$
62,308

 
$
61,160

 
$
59,741

Interest expense
4,207

 
4,676

 
4,640

 
4,627

 
4,850

Net interest income
60,200

 
58,752

 
57,668

 
56,533

 
54,891

Provision for loan losses
600

 
4,000

 
950

 
600

 
525

Noninterest income
18,912

 
21,762

 
20,416

 
21,095

 
19,155

Noninterest expenses
48,773

 
51,637

 
46,857

 
47,146

 
46,482

Net income
20,725

 
17,179

 
20,484

 
20,374

 
18,611

Per share data
 
 
 
 
 
 
 
 
 
Net income—basic
$
0.77

 
$
0.64

 
$
0.78

 
$
0.77

 
$
0.71

Net income—diluted
0.76

 
0.64

 
0.78

 
0.77

 
0.71

Cash dividends declared
0.32

 
0.29

 
0.29

 
0.29

 
0.29

Book value per share
32.44

 
32.02

 
31.09

 
30.55

 
29.97

Tangible book value per share (1)
23.92

 
23.45

 
23.08

 
22.52

 
21.90

Performance ratios
 
 
 
 
 
 
 
 
 
Return on average assets
1.10
%
 
0.89
%
 
1.09
%
 
1.13
%
 
1.04
%
Return on average common equity
9.59
%
 
8.07
%
 
9.98
%
 
10.24
%
 
9.52
%
Net interest margin (on a fully tax equivalent basis)
3.51
%
 
3.36
%
 
3.40
%
 
3.47
%
 
3.39
%
Equity to assets
11.34
%
 
11.22
%
 
10.91
%
 
10.84
%
 
10.96
%
Dividend payout ratio
37.79
%
 
44.43
%
 
37.25
%
 
37.43
%
 
36.66
%
Asset Quality Ratios
 
 
 
 
 
 
 
 
 
Nonperforming loans as a percent of gross loans
0.91
%
 
0.96
%
 
0.43
%
 
0.45
%
 
0.46
%

48
Table of Contents

Nonperforming assets as a percent of total assets
0.76
%
 
0.80
%
 
0.35
%
 
0.37
%
 
0.38
%
Allowance for loan losses as a percent of total loans
1.03
%
 
1.03
%
 
1.01
%
 
1.02
%
 
1.01
%
Allowance for loan losses as a percent of nonperforming loans
113.20
%
 
107.24
%
 
234.76
%
 
225.25
%
 
221.31
%
Capital ratios
 
 
 
 
 
 
 
 
 
Tier 1 leverage capital ratio
9.92
%
 
9.77
%
 
9.59
%
 
9.66
%
 
9.53
%
Common equity tier 1 capital ratio
10.89
%
 
10.82
%
 
10.78
%
 
10.64
%
 
10.64
%
Tier 1 risk-based capital ratio
12.05
%
 
11.99
%
 
12.01
%
 
11.88
%
 
11.90
%
Total risk-based capital ratio
13.66
%
 
13.60
%
 
13.63
%
 
13.51
%
 
13.56
%

(1)
Represents a non-GAAP measure. For reconciliation to GAAP book value per share, see Item 2 " Management's Discussion and Analysis of Financial Condition and Results of Operations - Executive Level Overview - Non-GAAP Measures " below.



49
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Executive Level Overview

Management evaluates the Company's operating results and financial condition using measures that include net income, earnings per share, return on assets and equity, return on tangible common equity, net interest margin, tangible book value per share, asset quality indicators, and many others. These metrics are used by management to make key decisions regarding the Company's balance sheet, liquidity, interest rate sensitivity, and capital resources and assist with identifying opportunities for improving the Company's financial position or operating results. The Company is focused on organic growth, but will also consider acquisition opportunities that can provide a satisfactory financial return. The Company recently completed the acquisition of New England Bancorp, Inc. ("NEB") in the fourth quarter of 2016 and has previously announced the acquisition of Island Bancorp Inc. ("Island Bancorp"), which is expected to close in the second quarter of 2017. The closing of the Island Bancorp acquisition is subject to certain standard conditions.

Loans and Asset Quality

Management’s balance sheet strategy emphasizes commercial and home equity lending. The results depicted in the following table reflect an overall increase in total loans over the past five quarters due to the results of that strategy, as well as the impact from the 2016 Q4 NEB acquisition. Growth in the quarter was driven primarily by increases in total commercial, home equity and residential categories.

Q215-CHARTX40209A08.JPG

Management strives to be disciplined about loan pricing and considers interest rate sensitivity when generating loan assets. The Company has gradually and intentionally shifted its balance sheet composition so that its interest-rate risk position is fundamentally asset-sensitive.

Management takes a disciplined approach to credit underwriting, seeking to avoid undue credit risk and loan losses.
 

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Funding and the Net Interest Margin

The Company's overall sources of funding reflect strong business and retail deposit growth, supporting management's emphasis on core deposit growth to fund loans, as depicted by the following chart:

Q215-CHARTX42023A08.JPG

As of March 31, 2017 , core deposits comprised 90.4% of total deposits. The continued emphasis on core deposits has resulted in a cost of deposits of 0.18% for the 2017 first quarter, a one basis point increase when compared to the fourth quarter of 2016.

The Company's net interest margin was 3.51% for the quarter ended March 31, 2017 , reflecting a 15 basis point increase from the fourth quarter of 2016, driven primarily by increased market rates on short-term indexed assets, lower borrowing costs, and the reinvestment of excess liquidity.

Noninterest Income

Management continues to focus on noninterest income growth, which can often experience volatility due to seasonality and overall economic related conditions. Noninterest income is primarily comprised of deposit account fees, interchange and ATM fees, investment management fees and mortgage banking income. The following chart shows the components of noninterest income over the past five quarters:
Q215-CHARTX43975A08.JPG


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Expense Control

Management takes a balanced approach to noninterest expense control by monitoring the management of ongoing operating expenses while making needed capital expenditures and prudently investing in growth initiatives. The Company’s primary expenses arise from Rockland Trust’s employee salaries and benefits and expenses associated with buildings and equipment. The following chart depicts the Company's efficiency ratio on a GAAP basis (calculated by dividing noninterest expense by the sum of noninterest income and net interest income), as well as its efficiency ratio on an operating basis (calculated by dividing noninterest expense, excluding certain noncore items, by the sum of noninterest income, excluding certain noncore items, and net interest income) over the past five quarters:

Q215-CHARTX45101A08.JPG
*See "Non-GAAP Measures" below for a reconciliation to GAAP financial measures.

The results shown in the graph above reflects increases for benefits related expenses in the first quarter of each year, along with increased merger related expenses in both Q4 2016 and Q1 2017 associated with the NEB and Island Bancorp acquisitions.

Tax Effectiveness

The Company participates in federal and state tax credit programs designed to promote economic development, affordable housing, and job creation. The Company continues to participate in the federal New Markets Tax Credit program and has also made low-income housing tax credit investments. The Company has also established security corporation subsidiaries and, through its subsidiaries, purchased tax-exempt bonds. Federal and state tax credit program participation and other tax strategies help the Company operate in a more tax effective manner and sometimes also creates a competitive advantage for Rockland Trust and its community development subsidiaries. During the first quarter of 2017 , the Company’s effective tax rate was 30.31% . The effective tax rate for the first quarter of 2017 reflects the adoption of ASU 2016-09, effective January 1, 2017. This guidance requires the excess tax benefit associated with stock compensation transactions to be recorded through earnings as a discrete item within the Company's effective tax rate during the period of the transaction. Prior accounting guidance required the excess tax benefit be recognized through additional paid in capital. The Company's effective tax rate without the impact of these discrete items, which totaled approximately $920,000, would have been 33.4%, reflecting the Company's reduced levels of new market tax credits as compared to the prior year same period.

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Capital

The Company's disciplined approach with respect to revenue, expense, and tax effectiveness is designed to promote long-term earnings growth. Strong earnings growth has resulted in healthy capital growth. Book value per share increased 1.3% in the first quarter of 2017 and 8.2% over the past four quarters. In addition, tangible book value per share increased 2.0% in the first quarter of 2017 and has increased by 9.2% over the past four quarters. Stockholders' equity as a percentage of total assets was 11.34% for the first quarter of 2017 , compared to 11.22% in the fourth quarter of 2016. Tangible common equity as a percentage of tangible assets increased to 8.62% for the first quarter of 2017, as compared to 8.47% in the in the fourth quarter of 2016 (see "Non-GAAP Measures" below for a reconciliation of non-GAAP Measures). The following chart shows the Company's book value and tangible book value per share over the past five quarters:

Q215-CHARTX46228A08.JPG
*See "Non-GAAP Measures" below for a reconciliation to GAAP financial measures.

This strong growth in capital enables the payment of cash dividends. The Company increased the quarterly cash dividend to $0.32 per share in the first quarter of 2017 , representing an 10.3% increase over the prior quarterly dividend of $0.29 per share.

First Quarter 2017 Results

Net income for the first quarter of 2017 was $20.7 million , or $0.76 on a diluted earnings per share basis, as compared to $18.6 million , or $0.71 per diluted share, for the prior year first quarter. First quarter 2017 net operating earnings were $21.1 million , or $0.78 on a diluted earnings per share basis, an increase of 10.4% and 8.3% , respectively, when compared to net operating earnings of $19.1 million , or $0.72 per diluted share, for the first quarter of 2016. See "Non-GAAP Measures" below for a reconciliation of non-GAAP Measures.

2017 Outlook

During the Company’s first quarter 2017 earnings call, the Company stated that it anticipates the following for the full year ending December 31, 2017 (as compared with the year ending December 31, 2016 and as of December 31, 2016, as applicable):

• Total organic loan growth in the mid-single digits;
• Total organic deposit growth in the mid-single digits;
• Net interest margin improvement of 10-15 basis points;
• Fee income growth in the low to mid-single digits;
• Operating efficiency ratio at year end below 60%; and
• An effective tax rate of approximately 34%.



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Non-GAAP Measures
When management assesses the Company’s financial performance for purposes of making day-to-day and strategic decisions, it does so based upon the performance of its core banking business, which is primarily derived from the combination of net interest income and noninterest or fee income, reduced by operating expenses, the provision for loan losses, and the impact of income taxes and other noncore items shown in the table that follows. There are items that impact the Company's results that management believes are unrelated to its core banking business such as gains or losses on the sales of securities, merger and acquisition expenses, loss on extinguishment of debt, impairment and other items. Management, therefore, computes the Company’s non-GAAP operating earnings and operating EPS, noninterest income on an operating basis and the efficiency ratio on an operating basis, which exclude items management considers to be noncore. Management believes excluding these items facilitates greater visibility into the strength of the Company’s core banking business and trends that may to some extent be obscured by such items.
    
Management also supplements its evaluation of financial performance with analysis of tangible book value per share (which is computed by dividing stockholders' equity less goodwill and identifiable intangible assets, or "tangible common equity", by common shares outstanding) and with the tangible common equity ratio (which is computed by dividing tangible common equity by tangible assets). The Company has included information on these tangible ratios because management believes that investors may find it useful to have access to the same analytical tools used by management.  As a result of merger and acquisition activity, the Company has recognized goodwill and other intangible assets in conjunction with business combinations.  Excluding the impact of goodwill and other intangibles in measuring asset and capital values for the ratios provided, along with other bank standard capital ratios, facilitates comparison of the capital adequacy of the Company to other companies in the financial services industry.

These non-GAAP measures should not be viewed as a substitute for financial results determined in accordance with GAAP. An item which management deems to be noncore and excludes when computing these non-GAAP measures can be of substantial importance to the Company’s results for any particular period. The Company’s non-GAAP performance measures are not necessarily comparable to non-GAAP performance measures which may be presented by other companies.
    
The following tables summarize adjustments for noncore items for the time periods indicated below and reconciles non-GAAP measures:
 
Three Months Ended March 31
 
Net Income
 
Diluted
Earnings Per Share
 
2017
 
2016
 
2017
 
2016
 
(Dollars in thousands, except per share data)
Net income available to common shareholders (GAAP)
$
20,725

 
$
18,611

 
$
0.76

 
$
0.71

Non-GAAP adjustments
 
 
 
 
 
 
 
Noninterest expense components
 
 
 
 
 
 
 
Merger and acquisition expenses
484

 
334

 
0.02

 
0.01

Loss on extinguishment of debt
—

 
437

 
 -

 
0.01

Total impact of noncore items
484

 
771

 
0.02

 
0.02

Net tax benefit associated with noncore items (1)
(153
)
 
(315
)
 
—

 
(0.01
)
Net operating earnings (Non-GAAP)
$
21,056

 
$
19,067

 
$
0.78

 
$
0.72


(1)
The net tax benefit associated with noncore items is determined by assessing whether each noncore item is included or excluded from net taxable income and applying the Company's combined marginal tax rate to only those items included in net taxable income.

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Three Months Ended
 
 
March 31
2017
 
December 31
2016
 
September 30
2016
 
June 30
2016
 
March 31
2016
 
 
 
(Dollars in thousands)
 
Net interest income (GAAP)
$
60,200

 
$
58,752

 
$
57,668

 
$
56,533

 
$
54,891

 
(a)
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest income (GAAP)
$
18,912

 
$
21,762

 
$
20,416

 
$
21,095

 
$
19,155

 
(b)
Noninterest income on an operating basis (Non-GAAP)
$
18,912

 
$
21,762

 
$
20,416

 
$
21,095

 
$
19,155

 
(c)
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest expense (GAAP)
$
48,773

 
$
51,637

 
$
46,857

 
$
47,146

 
$
46,482

 
(d)
Less:
 
 
 
 
 
 
 
 
 
 
 
Merger and acquisition expense
484

 
4,764

 
151

 
206

 
334

 
 
Loss on extinguishment of debt
—

 
—

 
—

 
—

 
437

 
 
Noninterest expense on an operating basis (Non-GAAP)
$
48,289

 
$
46,873

 
$
46,706

 
$
46,940

 
$
45,711

 
(e)
 
 
 
 
 
 
 
 
 
 
 
 
Total revenue (GAAP)
$
79,112

 
$
80,514

 
$
78,084

 
$
77,628

 
$
74,046

 
(a+b)
Total operating revenue (Non-GAAP)
$
79,112

 
$
80,514

 
$
78,084

 
$
77,628

 
$
74,046

 
(a+c)
 
 
 
 
 
 
 
 
 
 
 
 
Ratios
 
 
 
 
 
 
 
 
 
 
 
Noninterest income as a % of revenue (GAAP based)
23.91
%
 
27.03
%
 
26.15
%
 
27.17
%
 
25.87
%
 
(b/(a+b))
Noninterest income as a % of revenue on an operating basis (Non-GAAP)
23.91
%
 
27.03
%
 
26.15
%
 
27.17
%
 
25.87
%
 
(c/(a+c))
  Efficiency ratio (GAAP based)
61.65
%
 
64.13
%
 
60.01
%
 
60.73
%
 
62.77
%
 
(d/(a+b))
Efficiency ratio on an operating basis (Non-GAAP)
61.04
%
 
58.22
%
 
59.82
%
 
60.47
%
 
61.73
%
 
(e/(a+c))



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The following table summarizes the calculation of the Company's tangible common equity ratio and tangible book value per share for the periods indicated:
 
March 31,
2017
 
December 31
2016
 
September 30
2016
 
June 30
2016
 
March 31,
2016
 
 
(Dollars in thousands, except share and per share data)
 
Tangible common equity
 
 
 
 
 
 
 
 
 
 
Stockholders' equity (GAAP)
$
877,480

 
$
864,690

 
$
818,242

 
$
803,897

 
$
788,147

(a)
Less: Goodwill and other intangibles
230,613

 
231,374

 
210,834

 
211,526

 
212,218

 
Tangible common equity (Non-GAAP)
646,867

 
633,316

 
607,408

 
592,371

 
575,929

(b)
Tangible assets
 
 
 
 
 
 
 
 

 
Assets (GAAP)
7,738,114

 
7,709,375

 
7,502,009

 
7,418,866

 
7,189,268

(c)
Less: Goodwill and other intangibles
230,613

 
231,374

 
210,834

 
211,526

 
212,218

 
Tangible assets (Non-GAAP)
7,507,501

 
7,478,001

 
7,291,175

 
7,207,340

 
6,977,050

(d)
Common shares
27,046,768


27,005,813


26,320,467

 
26,309,887

 
26,293,565

(e)
 
 
 
 
 
 
 
 
 
 
 
Common equity to assets ratio (GAAP)
11.34
%
 
11.22
%
 
10.91
%
 
10.84
%
 
10.96
%
(a/c)
Tangible common equity to tangible assets ratio (Non-GAAP)
8.62
%
 
8.47
%
 
8.33
%
 
8.22
%
 
8.25
%
(b/d)
Book value per share (GAAP)
$
32.44

 
$
32.02

 
$
31.09

 
$
30.55

 
$
29.97

(a/e)
Tangible book value per share (Non-GAAP)
$
23.92

 
$
23.45

 
$
23.08

 
$
22.52

 
$
21.90

(b/e)

Critical Accounting Policies
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. The Company believes that the most critical accounting policies are those which the Company’s financial condition depends upon, and which involve the most complex or subjective decisions or assessments.
There have been no material changes in critical accounting policies during the first three months of 2017 . Please refer to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for a complete listing of critical accounting policies.


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FINANCIAL POSITION
Securities Portfolio The Company’s securities portfolio consists of trading securities, securities available for sale, and securities which management intends to hold until maturity. Securities increased by $53.7 million , or 6.3% , at March 31, 2017 as compared to at December 31, 2016 reflecting new purchases made during the three month period, partially offset by paydowns on existing securities. The ratio of securities to total assets was 11.7% and 11.0% at March 31, 2017 and December 31, 2016 , respectively.
The Company monitors investment securities for the presence of other-than-temporary impairment (“OTTI”). For debt securities, the primary consideration in determining whether impairment is OTTI is whether or not the Bank expects to collect all contractual cash flows. Further details regarding the Company's analysis of potential OTTI can be found in Note 3 “ Securities ” within Condensed Notes to Consolidated Financial Statements included in Item 1 hereof.

Residential Mortgage Loan Sales The Company’s primary loan sale activity arises from the sale of government sponsored enterprise eligible residential mortgage loans. During the three months ended March 31, 2017 and 2016 , the Bank originated residential loans with the intention of selling them in the secondary market or to hold in the Company's residential portfolio. When a loan is sold, the Company enters into agreements that contain representations and warranties about the characteristics of the loans sold and their origination. The Company may be required to either repurchase mortgage loans or to indemnify the purchaser from losses if representations and warranties are breached. The Company incurred minimal losses during the three months ended March 31, 2017 and March 31, 2016 related to these activities.

The following table shows the total residential loans that were closed and whether the amounts were held in the portfolio or sold/held for sale in the secondary market during the period indicated:
Table 1 - Closed Residential Real Estate Loans
 
Three Months Ended March 31
 
2017
 
2016
 
(Dollars in thousands)
Held in portfolio
$
42,580

 
$
21,709

Sold or held for sale in the secondary market
45,457

 
45,807

Total closed loans
$
88,037

 
$
67,516


The table below reflects additional information related to the loans which were sold during the periods indicated:

Table 2 - Residential Mortgage Loan Sales
 
Three Months Ended March 31
 
2017
 
2016
 
(Dollars in thousands)
Sold with servicing rights released
$
49,554

 
$
44,468

Sold with servicing rights retained
—

 
—

Total loans sold
$
49,554

 
$
44,468



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Currently, the Bank sells the servicing of sold loans for a servicing release premium, simultaneous with the sale of the loan. In the past, the Bank may have opted to sell loans and retain the servicing. In the event of a sale with servicing rights retained, a mortgage servicing asset is established, which represents the then current estimated fair value based on market prices for comparable mortgage servicing contracts, when available, or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing rights are recorded in other assets in the consolidated balance sheets, are amortized in proportion to and over the period of estimated net servicing income, and are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying the rights based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance, to the extent that fair value is less than the capitalized amount. If the Company later determines that all or a portion of the impairment no longer exists, a reduction of the allowance may be recorded as an increase to income. The principal balance of loans serviced by the Bank on behalf of investors amounted to $299.8 million , $311.3 million , and $359.0 million at March 31, 2017 , December 31, 2016 , and March 31, 2016 , respectively. The following table shows the adjusted cost of the servicing rights associated with these loans and the changes for the periods indicated:
Table 3 - Mortgage Servicing Asset
 
Three Months Ended March 31
 
2017
 
2016
 
(Dollars in thousands)
Balance at beginning of period
$
2,048

 
$
2,581

Amortization
(101
)
 
(138
)
Change in valuation allowance
11

 
(25
)
Balance at end of period
$
1,958

 
$
2,418

Forward sale contracts of mortgage loans, considered derivative instruments for accounting purposes, may be utilized by the Company in its efforts to manage risk of loss associated with its mortgage loan commitments and mortgage loans held for sale. Prior to closing and funding certain one-to-four family residential mortgage loans, an interest rate lock commitment is generally extended to the borrower. During the period from commitment date to closing date, the Company is subject to the risk that market rates of interest may change. If market rates rise, investors generally will pay less to purchase such loans, resulting in a reduction in the gain on sale of the loans or, possibly, a loss. In an effort to mitigate such risk, forward delivery sales commitments are executed, under which the Company agrees to deliver whole mortgage loans to investors which economically hedges this market risk. See Note 8 , “ Derivative and Hedging Activities ” within Condensed Notes to Consolidated Financial Statements included in Item 1 hereof for more information on mortgage activity and mortgage related derivatives.
Loan Portfolio Management continues to focus on growth in the commercial and home equity lending categories. Management believes this emphasis is prudent, given the prevailing interest rate and economic environment, as well as strategic priorities. The Company’s loan portfolio increased by $64.8 million during the first three months of 2017 .

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Management considers the Company’s commercial and industrial portfolio to be well-diversified with loans to various types of industries. The following pie chart shows the diversification of the commercial and industrial portfolio as of March 31, 2017 :
Q215-CHARTX39821A08.JPG
 
(Dollars in thousands)
Average loan size
$
229

Largest individual commercial and industrial loan outstanding
$
21,000

Commercial and industrial nonperforming loans/commercial and industrial loans
4.18
%
The Company’s commercial real estate portfolio, inclusive of commercial construction, is the Company’s largest loan type concentration. The Company believes that this portfolio is also well-diversified with loans secured by a variety of property types, such as owner-occupied and nonowner-occupied commercial, retail, office, industrial, warehouse, industrial development bonds, and other special purpose properties, such as hotels, motels, nursing homes, restaurants, churches, recreational facilities, marinas, and golf courses. Commercial real estate also includes loans secured by certain residential-related property types including multi-family apartment buildings, residential development tracts and condominiums. The following pie chart shows the diversification of the commercial real estate portfolio as of March 31, 2017 :

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Q215-CHARTX41636A08.JPG
 
 
(Dollars in thousands)
Average loan size
$
843

Largest individual commercial real estate mortgage outstanding
$
27,801

Commercial real estate nonperforming loans/commercial real estate loans
0.14
%
Owner occupied commercial real estate loans/commercial real estate loans
15.8
%

In addition to the commercial portfolios, the Company also originates both fixed-rate and adjustable-rate residential real estate loans as well as residential construction lending related to single-home residential development within the Company's market area. The Company also provides home equity loans and lines that may be made as a fixed rate term loan or under a variable rate revolving line of credit secured by a first or junior mortgage on the borrower's residence or second home. Additionally, the Company makes loans for a wide variety of other personal needs. Consumer loans primarily consist of installment loans and overdraft protections. The residential, home equity and other consumer portfolios totaled $1.7 billion at March 31, 2017 .

Asset Quality     The Company continually monitors the asset quality of the loan portfolio using all available information. Based on this assessment, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, impaired, nonperforming and/or put on nonaccrual status. Additionally, in the course of resolving such loans, the Company may choose to restructure the contractual terms of certain loans to match the borrower’s ability to repay the loan based on their current financial condition. If a restructured loan meets certain criteria, it may be categorized as a troubled debt restructuring ("TDR").
Delinquency      The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations.  The Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame.  Generally, the Company requires that a delinquency notice be mailed to a borrower upon expiration of a grace period (typically no longer than 15 days beyond the due date).  Reminder notices may be sent and telephone calls may be made prior to the expiration of the grace period. If the delinquent status is not resolved within a reasonable time frame following the mailing of a delinquency notice, the Bank’s personnel charged with managing its loan portfolios contacts the borrower to ascertain the reasons for delinquency and the prospects for payment.  Any subsequent actions taken to resolve the delinquency will depend upon the nature of the loan and the length of time that the loan has been delinquent. The borrower’s needs are considered as much as reasonably possible without jeopardizing the Bank’s position. A late charge is usually assessed on loans upon expiration of the grace period.
Nonaccrual Loans     As a general rule, loans more than 90 days past due with respect to principal or interest are classified as nonaccrual loans. However, certain loans that are more than 90 days past due may be kept on an accruing status if the loans are well secured and/or in the process of collection. The Company may also put a junior lien mortgage on nonaccrual status as a

60

result of delinquency with respect to the first position, which is held by another financial institution, while the junior lien is currently performing. Income accruals are suspended on all nonaccrual loans and all previously accrued and uncollected interest is reversed against current income. A loan remains on nonaccrual status until it becomes current with respect to principal and interest (and in certain instances remains current for up to six months), the loan is liquidated, or when the loan is determined to be uncollectible and is charged-off against the allowance for loan losses.
Troubled Debt Restructurings       I n the course of resolving problem loans, the Company may choose to restructure the contractual terms of certain loans. The Company attempts to work out an alternative payment schedule with the borrower in order to avoid or cure a default. Loans that are modified are reviewed by the Company to identify if a TDR has occurred, which is when, for economic or legal reasons related to a borrower’s financial difficulties, the Bank grants a concession to the borrower that it would not otherwise consider. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and the restructuring of the loan may include adjustments to interest rates, extensions of maturity, consumer loans where the borrower's obligations have been effectively discharged through Chapter 7 Bankruptcy and the borrower has not reaffirmed the debt to the Bank, and other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral. If such efforts by the Bank do not result in satisfactory performance, the loan is referred to legal counsel, at which time foreclosure proceedings are initiated. At any time prior to a sale of the property at foreclosure, the Bank may terminate foreclosure proceedings if the borrower is able to work out a satisfactory payment plan.
It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status for six months, subsequent to being modified, before management considers its return to accrual status. If the restructured loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status. Loans that are considered TDRs are classified as performing, unless they are on nonaccrual status or greater than 90 days delinquent. Loans classified as TDRs remain classified as such for the life of the loan, except in limited circumstances, when it may be determined that the borrower is performing under modified terms and the restructuring agreement specified an interest rate greater than or equal to an acceptable market rate for a comparable new loan at the time of the restructuring.
Purchased Credit Impaired Loans      Purchased Credit Impaired (“PCI”) loans are acquired loans which had evidence of deterioration in credit quality at the purchase date and for which it is probable that all contractually required payments will not be collected. PCI loans are recorded at fair value without any carryover of the allowance for loan losses. The excess cash flows expected to be collected over the carrying amount of the loans, referred to as the "accretable yield," is accreted into interest income over the life of the loans using the effective yield method. Accordingly, PCI loans are not subject to classification as nonaccrual in the same manner as originated loans, rather they are generally considered to be accruing loans because their interest income recognized relates to the accretable yield and not to contractual interest payments. See Note 4 , " Loans, Allowance for Loan Losses, and Credit Quality " within Condensed Notes to Consolidated Financial Statements included in Item 1 hereof for more information.
Nonperforming Assets     Nonperforming assets are comprised of nonperforming loans, nonperforming securities, other real estate owned (“OREO”), and other assets in possession. Nonperforming loans consist of nonaccrual loans and loans that are more than 90 days past due but still accruing interest.
OREO consists of real estate properties, which have primarily served as collateral to secure loans, that are controlled or owned by the Bank. These properties are recorded at fair value less estimated costs to sell at the date control is established, resulting in a new cost basis. The amount by which the recorded investment in the loan exceeds the fair value (net of estimated costs to sell) of the foreclosed asset is charged to the allowance for loan losses. Subsequent declines in the fair value of the foreclosed asset below the new cost basis are recorded through the use of a valuation allowance. Subsequent increases in the fair value are recorded as reductions in the valuation allowance, but not below zero. All costs incurred thereafter in maintaining the property are generally charged to noninterest expense. In the event the real estate is utilized as a rental property, net rental income and expenses are recorded as incurred within noninterest expense.
Other assets in possession typically consist of foreclosed non-real estate assets deemed to be in control of the Company.

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The following table sets forth information regarding nonperforming assets held by the Company at the dates indicated:
Table 4 - Nonperforming Assets

 
March 31,
2017
 
December 31,
2016
 
March 31,
2016
 
(Dollars in thousands)
Loans accounted for on a nonaccrual basis
 
 
 
 
 
Commercial and industrial
$
36,877

 
$
37,455

 
$
3,195

Commercial real estate
4,792

 
6,266

 
8,027

Small business
207

 
302

 
189

Residential real estate
7,139

 
7,782

 
7,510

Home equity
5,987

 
5,553

 
6,508

Other consumer
48

 
47

 
70

Total (1)
$
55,050

 
$
57,405

 
$
25,499

Loans past due 90 days or more but still accruing
 
 
 
 
 
Other consumer
2

 
2

 
—

Total
$
2

 
$
2

 
$
—

Total nonperforming loans
$
55,052

 
$
57,407

 
$
25,499

Other real estate owned
3,404

 
4,173

 
1,720

Total nonperforming assets
$
58,456

 
$
61,580

 
$
27,219

Nonperforming loans as a percent of gross loans
0.91
%
 
0.96
%
 
0.46
%
Nonperforming assets as a percent of total assets
0.76
%
 
0.80
%
 
0.38
%
 

(1)
Inclusive of TDRs on nonaccrual status of $5.4 million , $5.2 million , and $4.4 million at March 31, 2017 , December 31, 2016 , and March 31, 2016 , respectively.

The following table summarizes the changes in nonperforming assets for the periods indicated:
Table 5 - Activity in Nonperforming Assets
 
Three Months Ended
 
March 31,
2017
 
March 31,
2016
 
(Dollars in thousands)
Nonperforming assets beginning balance
$
61,580

 
$
29,849

New to nonperforming
3,948

 
3,159

Loans charged-off
(508
)
 
(537
)
Loans paid-off
(4,745
)
 
(3,694
)
Loans transferred to other real estate owned and foreclosed assets
(457
)
 
(86
)
Loans restored to performing status
(629
)
 
(1,104
)
New to other real estate owned
457

 
86

Sale of other real estate owned
(1,226
)
 
(638
)
Capital improvements to other real estate owned
—

 
113

Other
36

 
71

Nonperforming assets ending balance
$
58,456

 
$
27,219



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The following table sets forth information regarding troubled debt restructured loans as of the dates indicated:
Table 6 - Troubled Debt Restructurings

 
March 31,
2017
 
December 31,
2016
 
March 31,
2016
 
(Dollars in thousands)
Performing troubled debt restructurings
$
25,575

 
$
27,093

 
$
32,182

Nonaccrual troubled debt restructurings
5,439

 
5,199

 
4,368

Total
$
31,014

 
$
32,292

 
$
36,550

Performing troubled debt restructurings as a % of total loans
0.42
%
 
0.45
%
 
0.57
%
Nonaccrual troubled debt restructurings as a % of total loans
0.09
%
 
0.09
%
 
0.08
%
Total troubled debt restructurings as a % of total loans
0.51
%
 
0.54
%
 
0.65
%
The following table summarizes changes in TDRs for the periods indicated:
Table 7 - Activity in Troubled Debt Restructurings

 
Three Months Ended
 
March 31
2017
 
March 31
2016
 
(Dollars in thousands)
TDRs beginning balance
$
32,292

 
$
38,074

New to TDR status
231

 
844

Transfer to OREO
(215
)
 
—

Paydowns
(1,277
)
 
(2,368
)
Charge-offs
(17
)
 
—

TDRs ending balance
$
31,014

 
$
36,550

Income accruals are suspended on all nonaccrual loans and all previously accrued and uncollected interest is reversed against current income. The table below shows interest income that was recognized or collected on all nonaccrual loans and TDRs as of the dates indicated:
Table 8 - Interest Income - Nonaccrual Loans and Troubled Debt Restructurings
 
 
Three Months Ended
 
March 31
 
2017
 
2016
 
(Dollars in thousands)
The amount of incremental gross interest income that would have been recorded if nonaccrual loans had been current in accordance with their original terms
$
571

 
$
288

The amount of interest income on nonaccrual loans and performing TDRs that was included in net income
$
523

 
$
591

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

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Impaired loans include all commercial and industrial loans, commercial real estate loans, commercial construction and small business loans that are on nonaccrual status, TDRs, and other loans that have been categorized as impaired. Impairment is measured on a loan by loan basis by comparing the loan’s value to either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent. For impaired loans deemed collateral dependent, where impairment is measured using the fair value of the collateral, the Bank will either order a new appraisal or use another available source of collateral assessment such as a broker’s opinion of value to determine a reasonable estimate of the fair value of the collateral.
Total impaired loans at March 31, 2017 and December 31, 2016 were $73.7 million and $77.3 million , respectively. For additional information regarding the Company’s asset quality, including delinquent loans, nonaccruals, TDRs, and impaired loans, see Note 4 , “ Loans, Allowance for Loan Losses, and Credit Quality ” within Condensed Notes to Consolidated Financial Statements included in Item 1 hereof.

Potential problem loans are any loans which are not included in nonaccrual or nonperforming loans, where known information about possible credit problems of the borrowers causes management to have concerns as to the ability of such borrowers to comply with present loan repayment terms. At March 31, 2017 , there were 51 relationships, with an aggregate balance of $76.1 million, deemed to be potential problem loans. These potential problem loans continued to perform with respect to payments. Management actively monitors these loans and strives to minimize any possible adverse impact to the Company.
Allowance for Loan Losses The allowance for loan losses is maintained at a level that management considers appropriate to provide for probable loan losses based upon evaluation of known and inherent risks in the loan portfolio. The allowance is increased by providing for loan losses through a charge to expense and by credits for recoveries of loans previously charged-off and is reduced by loans being charged-off.
While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on increases in nonperforming loans, changes in economic conditions, or for other reasons. Additionally, various regulatory agencies, as an integral part of the Bank's examination process, periodically assess the adequacy of the allowance for loan losses to ensure its accordance with GAAP and applicable guidance.
The allowance for loan losses is allocated to loan types using both a formula-based approach applied to groups of loans and an analysis of certain individual loans for impairment. The formula-based approach emphasizes loss factors derived from actual historical portfolio loss rates, which are combined with an assessment of certain qualitative factors to determine the allowance amounts allocated to the various loan categories. Allowance amounts are determined based on an estimate of the historical average annual percentage rate of loan loss for each loan category, an estimate of the incurred loss emergence and confirmation period for each loan category, and certain qualitative risk factors considered in the computation of the allowance for loan losses. Additionally, the Company reviews numerous credit quality indicators when assessing the risk in its loan portfolio. For the commercial portfolio, the Company utilizes a 10-point commercial risk-rating system, which assigns a risk-grade to each borrower based on a number of quantitative and qualitative factors associated with a commercial loan transaction. Factors considered include industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral and other considerations.
As of March 31, 2017 , the allowance for loan losses totaled $62.3 million , or 1.03% of total loans, as compared to $61.6 million , or 1.03% of total loans, at December 31, 2016 .

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The following table summarizes changes in the allowance for loan losses and other selected statistics for the periods presented:

Table 9 - Summary of Changes in the Allowance for Loan Losses

 
Three Months Ended
 
March 31,
2017
 
December 31,
2016
 
September 30,
2016
 
June 30,
2016
 
March 31,
2016
 
(Dollars in thousands)
Average total loans
$
6,017,713

 
$
5,841,546

 
$
5,660,271

 
$
5,629,745

 
$
5,548,377

Allowance for loan losses, beginning of period
$
61,566

 
$
58,205

 
$
57,727

 
$
56,432

 
$
55,825

Charged-off loans
 
 
 
 
 
 
 
 
 
Commercial and industrial
—

 
562

 
27

 
2

 
2

Commercial real estate
—

 
49

 
341

 
25

 
—

Small business
70

 
37

 
98

 
30

 
63

Residential real estate
23

 
1

 
—

 
8

 
19

Home equity
14

 
111

 
154

 
190

 
147

Other consumer
401

 
455

 
523

 
322

 
306

Total charged-off loans
508

 
1,215

 
1,143

 
577

 
537

Recoveries on loans previously charged-off
 
 
 
 
 
 
 
 
 
Commercial and industrial
187

 
9

 
63

 
649

 
138

Commercial real estate
31

 
29

 
124

 
223

 
189

Small business
66

 
73

 
28

 
73

 
21

Residential real estate
12

 
117

 
130

 
51

 
—

Home equity
76

 
64

 
24

 
26

 
27

Other consumer
288

 
284

 
302

 
250

 
244

Total recoveries
660

 
576

 
671

 
1,272

 
619

Net loans charged-off (recovered)
 
 
 
 
 
 
 
 
 
Commercial and industrial
(187
)
 
553

 
(36
)
 
(647
)
 
(136
)
Commercial real estate
(31
)
 
20

 
217

 
(198
)
 
(189
)
Small business
4

 
(36
)
 
70

 
(43
)
 
42

Residential real estate
11

 
(116
)
 
(130
)
 
(43
)
 
19

Home equity
(62
)
 
47

 
130

 
164

 
120

Other consumer
113

 
171

 
221

 
72

 
62

Total net loans charged-off (recovered)
(152
)
 
639

 
472

 
(695
)
 
(82
)
Provision for loan losses
600

 
4,000

 
950

 
600

 
525

Total allowance for loan losses, end of period
$
62,318

 
$
61,566

 
$
58,205

 
$
57,727

 
$
56,432

Net loans charged-off (recovered) as a percent of average total loans (annualized)
(0.01
)%
 
0.04
%
 
0.03
%
 
(0.05
)%
 
(0.01
)%
Allowance for loan losses as a percent of total loans
1.03
 %
 
1.03
%
 
1.01
%
 
1.02
 %
 
1.01
 %
Allowance for loan losses as a percent of nonperforming loans
113.20
 %
 
107.24
%
 
234.76
%
 
225.25
 %
 
221.31
 %
Net loans charged-off (recovered) as a percent of allowance for loan losses (annualized)
(0.97
)%
 
4.13
%
 
3.23
%
 
(4.84
)%
 
(0.58
)%
Recoveries as a percent of charge-offs
129.92
 %
 
47.41
%
 
58.71
%
 
220.45
 %
 
115.27
 %

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Table of Contents

For purposes of the allowance for loan losses, management segregates the loan portfolio into the portfolio segments detailed in the table below. The allocation of the allowance for loan losses is made to each loan category using the analytical techniques and estimation methods described herein. While these amounts represent management’s best estimate of the distribution of probable losses at the evaluation dates, they are not necessarily indicative of either the categories in which actual losses may occur or the extent of such actual losses that may be recognized within each category. Each of these loan categories possess unique risk characteristics that are considered when determining the appropriate level of allowance for each segment. The total allowance is available to absorb losses from any segment of the loan portfolio.

The following table sets forth the allocation of the allowance for loan losses by loan category at the dates indicated:
Table 10 - Summary of Allocation of Allowance for Loan Losses
 
 
March 31,
2017
 
December 31,
2016
 
Allowance
Amount
 
Percent of
Loans
In  Category
To Total Loans
 
Allowance
Amount
 
Percent of
Loans
In  Category
To Total Loans
 
(Dollars in thousands)
Commercial and industrial
$
16,518

 
14.5
%
 
$
16,921

 
15.0
%
Commercial real estate
30,743

 
49.9
%
 
30,369

 
50.2
%
Commercial construction
5,023

 
5.9
%
 
4,522

 
5.3
%
Small business
1,533

 
2.1
%
 
1,502

 
2.1
%
Residential real estate
2,716

 
10.8
%
 
2,621

 
10.7
%
Home equity
5,345

 
16.6
%
 
5,238

 
16.5
%
Other consumer
440

 
0.2
%
 
393

 
0.2
%
Total allowance for loan losses
$
62,318

 
100.0
%
 
$
61,566

 
100.0
%
To determine if a loan should be charged-off, all possible sources of repayment are analyzed. Possible sources of repayment include the potential for future cash flows, the value of the Bank’s collateral, and the strength of co-makers or guarantors. When available information confirms that specific loans or portions thereof are uncollectible, these amounts are promptly charged-off against the allowance for loan losses and any recoveries of such previously charged-off amounts are credited to the allowance.
Regardless of whether a loan is unsecured or collateralized, the Company charges off the amount of any confirmed loan loss in the period when the loans, or portions of loans, are deemed uncollectible. For troubled, collateral-dependent loans, loss-confirming events may include an appraisal or other valuation that reflects a shortfall between the value of the collateral and the carrying value of the loan or receivable, or a deficiency balance following the sale of the collateral.
For additional information regarding the Company’s allowance for loan losses, see Note 4 , “ Loans, Allowance for Loan Losses, and Credit Quality ” within Condensed Notes to Consolidated Financial Statements included in Item 1 hereof.
Federal Home Loan Bank Stock The Bank held an investment in Federal Home Loan Bank (“FHLB”) of Boston of $11.5 million at both March 31, 2017 and December 31, 2016 , respectively. The FHLB is a cooperative that provides services to its member banking institutions. The primary reason for the FHLB of Boston membership is to gain access to a reliable source of wholesale funding, particularly term funding, as a tool to manage interest rate risk. The purchase of stock in the FHLB is a requirement for a member to gain access to funding. The Company purchases FHLB stock proportional to the volume of funding received and views the purchases as a necessary long-term investment for the purposes of balance sheet liquidity and not for investment return.
Goodwill and Other Intangible Assets Goodwill and other intangible assets were $230.6 million and $231.4 million as of March 31, 2017 and December 31, 2016 , respectively. The decrease in 2017 was due to amortization of definite-lived intangibles.
The Company typically performs its annual goodwill impairment testing during the third quarter of the year, unless certain indicators suggest earlier testing to be warranted. The Company performed its annual goodwill impairment testing during the third quarter of 2016 and determined that the Company's goodwill was not impaired. Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. There were no events or changes that indicated impairment of other intangible assets.

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Cash Surrender Value of Life Insurance Policies The Bank holds life insurance policies for the purpose of offsetting its future obligations to its employees under its retirement and benefits plans. The cash surrender value of life insurance policies was $145.6 million and $144.5 million at March 31, 2017 and December 31, 2016 , respectively. The Company recorded tax exempt income from the life insurance policies of $964,000 and $1.0 million for the three months ended March 31, 2017 and 2016 , respectively.
Deposits As of March 31, 2017 , total deposits were $6.5 billion , representing a $58.4 million , or 0.9% , increase from December 31, 2016 . The increase continues to be fueled by core deposits, which represent 90.4% of total deposits as of March 31, 2017 . Total cost of deposits increased modestly by one basis point to 0.18% for the first quarter of 2017 when compared to the prior quarter.
The Bank also participates in the Certificate of Deposit Account Registry Service (“CDARS”) program, allowing the Bank to provide easy access to multi-million dollar Federal Deposit Insurance Corporation ("FDIC") deposit insurance protection on certificate of deposit investments for consumers, businesses and public entities. In addition, the Company may occasionally raise funds through brokered certificates of deposit. This channel allows the Company to seek additional funding in potentially large quantities by attracting deposits from outside the Bank’s core market. At March 31, 2017 and December 31, 2016 , the Company had $7.6 million and $14.7 million , respectively, of brokered deposits of which $2.7 million and $13.7 million , respectively, were part of the CDARS program.
Borrowings The Company’s borrowings consist of both short-term and long-term borrowings and provide the Bank with one of its primary sources of funding. Maintaining available borrowing capacity provides the Bank with a contingent source of liquidity.

The Company’s borrowings, net of applicable debt issuance costs, consisted of the following as of the periods indicated:
Table 11 - Borrowings
 
March 31,
2017
 
December 31,
2016
 
(Dollars in thousands)
Federal Home Loan Bank borrowings
$
50,811

 
$
50,819

Short-term borrowings - one year and under (1)
 
 
 
Customer repurchase agreements and other short-term borrowings
145,772

 
176,913

Long-term borrowings - over one year (1)
 
 
 
Junior subordinated debentures:
 
 
 
Capital Trust V
51,501

 
51,500

Slades Ferry Trust I
10,225

 
10,224

Central Trust I
5,258

 
5,256

Central Trust II
6,083

 
6,127

Subordinated debentures
34,647

 
34,635

Total long-term borrowings
$
107,714

 
$
107,742

Total borrowings
$
304,297

 
$
335,474

(1) Classification is based upon duration at origination and not predicated upon remaining time to maturity.
The Bank had $2.8 billion of assets pledged as collateral against borrowings as of March 31, 2017 and December 31, 2016 . These assets are primarily pledged to the FHLB of Boston and the Federal Reserve Bank of Boston. Assets are also pledged as collateral for customer repurchase agreements.

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Table of Contents

Capital Resources On March 16, 2017, the Company’s Board of Directors declared a cash dividend of $0.32 per share to stockholders of record as of the close of business on March 27, 2017. This dividend was paid on April 7, 2017.
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of Total, Tier 1 Capital and Common Equity Tier 1 Capital (as defined for regulatory purposes) to risk weighted assets (as defined for regulatory purposes) and Tier 1 Capital to average assets (as defined for regulatory purposes). At March 31, 2017 and December 31, 2016 , the Company and the Bank exceeded the minimum requirements for all applicable ratios that were in effect during the respective periods. The Company’s and the Bank’s capital amounts and ratios are presented in the following table, along with the applicable minimum requirements for each period indicated:

Table 12 - Company and Bank's Capital Amounts and Ratios  
 
Actual
 
For Capital Adequacy Purposes
 
To Be Well Capitalized Under Prompt
Corrective Action Provisions
 
Amount
 
Ratio
 
Amount
 
 
 
Ratio
 
Amount
 
 
 
Ratio
 
March 31, 2017
 
(Dollars in thousands)
Company (consolidated)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total capital (to risk weighted assets)
$
836,520

 
13.66
%
 
$
489,951

 
≥
 
8.0
%
 
N/A
 
 
 
N/A
Common equity tier 1 capital
(to risk weighted assets)
667,225

 
10.89
%
 
275,598

 
≥
 
4.5
%
 
N/A
 
 
 
N/A
Tier 1 capital (to risk weighted assets)
738,222

 
12.05
%
 
367,463

 
≥
 
6.0
%
 
N/A
 
 
 
N/A
Tier 1 capital (to average assets)
738,222

 
9.92
%
 
297,777

 
≥
 
4.0
%
 
N/A
 
 
 
N/A
Bank
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total capital (to risk weighted assets)
$
799,108

 
13.05
%
 
$
489,830

 
≥
 
8.0
%
 
$
612,287

 
≥
 
10.00
%
Common equity tier 1 capital
(to risk weighted assets)
735,456

 
12.01
%
 
275,529

 
≥
 
4.5
%
 
397,987

 
≥
 
6.50
%
Tier 1 capital (to risk weighted assets)
735,456

 
12.01
%
 
367,372

 
≥
 
6.0
%
 
489,830

 
≥
 
8.00
%
Tier 1 capital (to average assets)
735,456

 
9.88
%
 
297,656

 
≥
 
4.0
%
 
372,070

 
≥
 
5.00
%
 
December 31, 2016
 
(Dollars in thousands)
Company (consolidated)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total capital (to risk weighted assets)
$
824,265

 
13.60
%
 
$
484,942

 
≥
 
8.0
%
 
N/A
 
 
 
N/A
Common equity tier 1 capital
(to risk weighted assets)
656,080

 
10.82
%
 
272,780

 
≥
 
4.5
%
 
N/A
 
 
 
N/A
Tier 1 capital (to risk weighted assets)
727,070

 
11.99
%
 
363,706

 
≥
 
6.0
%
 
N/A
 
 
 
N/A
Tier 1 capital (to average assets)
727,070

 
9.77
%
 
297,748

 
≥
 
4.0
%
 
N/A
 
 
 
N/A
Bank
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total capital (to risk weighted assets)
$
788,320

 
13.01
%
 
$
484,834

 
≥
 
8.0
%
 
$
606,042

 
≥
 
10.00
%
Common equity tier 1 capital
(to risk weighted assets)
725,760

 
11.98
%
 
272,719

 
≥
 
4.5
%
 
393,927

 
≥
 
6.50
%
Tier 1 capital (to risk weighted assets)
725,760

 
11.98
%
 
363,625

 
≥
 
6.0
%
 
484,834

 
≥
 
8.00
%
Tier 1 capital (to average assets)
725,760

 
9.76
%
 
297,589

 
≥
 
4.0
%
 
371,986

 
≥
 
5.00
%

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Table of Contents


In addition to the minimum risk-based capital requirements outlined in the table above, the Company is required to maintain a minimum capital conservation buffer, in the form of common equity, in order to avoid restrictions on capital distributions and discretionary bonuses. The required amount of the capital conservation buffer is being phased-in, beginning at 0.625% on January 1, 2016 and ultimately increasing to 2.5% on January 1, 2019. At March 31, 2017 the Company's capital levels exceeded the required buffer of 2.5%.
Dividend Restrictions In the ordinary course of business, the Company is dependent upon dividends from the Bank to provide funds for the payment of dividends to shareholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that year combined with the retained net profits for the preceding two years. Under the foregoing dividend restrictions and while maintaining its "well capitalized" status, dividends paid by the Bank to the Company totaled $11.7 million and $11.1 million for the three months ended March 31, 2017 and 2016 , respectively.
Trust Preferred Securities In accordance with the applicable accounting standard related to variable interest entities, the common stock of trusts which have issued trust preferred securities have not been included in the consolidated financial statements of the Company. At both March 31, 2017 and 2016 , $71.0 million in trust preferred securities have been included in the Tier 1 capital of the Company for regulatory reporting purposes pursuant to the Federal Reserve's capital adequacy guidelines.
Investment Management As of March 31, 2017 , the Rockland Trust Investment Management Group had assets under administration of $3.0 billion , representing approximately 5,506 trust, fiduciary, and agency accounts. At December 31, 2016 , assets under administration were $2.9 billion , representing approximately 5,431 trust, fiduciary, and agency accounts. Included in these amounts as of March 31, 2017 and December 31, 2016 are assets under administration of $275.4 million and $266.5 million , respectively, relating to the Company’s registered investment advisor, Bright Rock Capital Management, LLC, which provides institutional quality investment management services to institutional and high net worth clients. Revenue from the Investment Management Group amounted to $5.1 million and $4.5 million for the three months ended March 31, 2017 and 2016 , respectively.
Retail investments and insurance revenue was $477,000 and $506,000 for the three months ended March 31, 2017 and 2016 , respectively. Retail investments and insurance revenue includes commission revenue from LPL Financial and its affiliates, LPL Insurance Associates, Inc., Savings Bank Life Insurance of Massachusetts, Highland Capital Brokerage, and Smith Companies LTD, a division of Capitas Financial, LLC.

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Table of Contents


RESULTS OF OPERATIONS
The following table provides a summary of results of operations for the three months ended March 31, 2017 and 2016 :
Table 13 - Summary of Results of Operations
 
 
Three Months Ended March 31
 
2017
 
2016
 
(Dollars in thousands, except per share data)
Net Income
$
20,725

 
$
18,611

Diluted earnings per share
$
0.76

 
$
0.71

Return on average assets
1.10
%
 
1.04
%
Return on average equity
9.59
%
 
9.52
%
Net interest margin
3.51
%
 
3.39
%
Net Interest Income The amount of net interest income is affected by changes in interest rates and by the volume, mix, and interest rate sensitivity of interest-earning assets and interest-bearing liabilities.
On a fully tax equivalent basis, net interest income for the first quarter of 2017 was $60.6 million , representing an increase of $5.3 million , or 9.6% , when compared to the first quarter of 2016 , driven by an overall increase in interest earning assets, increased market rates on short-term indexed assets, lower borrowings cost, and the reinvestment of excess liquidity.

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Table of Contents


The following tables present the Company’s average balances, net interest income, interest rate spread, and net interest margin for the three months ending March 31, 2017 and 2016 . Nontaxable income from loans and securities is presented on a fully tax-equivalent basis ("FTE") by adjusting tax-exempt income upward by an amount equivalent to the prevailing income taxes that would have been paid if the income had been fully taxable.
Table 14 - Average Balance, Interest Earned/Paid & Average Yields Quarter-to-Date
 
Three Months Ended March 31
 
2017
 
2016
 
Average
Balance
 
Interest
Earned/
Paid
 
Average Yield
 
Average
Balance
 
Interest
Earned/
Paid
 
Average Yield
 
(Dollars in thousands)
Interest-earning assets
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits with banks, federal funds sold, and short term investments
$
105,007

 
$
207

 
0.80
%
 
$
164,563

 
$
211

 
0.52
%
Securities
 
 
 
 
 
 
 
 
 
 
 
Securities - trading
999

 
—

 
—
%
 
420

 
—

 
—
%
Securities - taxable investments
875,417

 
5,367

 
2.49
%
 
831,170

 
5,197

 
2.51
%
Securities - nontaxable investments (1)
3,793

 
40

 
4.28
%
 
4,894

 
49

 
4.03
%
Total securities
880,209

 
5,407

 
2.49
%
 
836,484

 
5,246

 
2.52
%
Loans held for sale
2,725

 
14

 
2.08
%
 
4,246

 
32

 
3.03
%
Loans (2)
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
880,765

 
8,642

 
3.98
%
 
831,349

 
7,972

 
3.86
%
Commercial real estate (1)
3,029,344

 
30,215

 
4.05
%
 
2,659,591

 
26,770

 
4.05
%
Commercial construction
331,285

 
3,577

 
4.38
%
 
379,860

 
3,819

 
4.04
%
Small business
124,374

 
1,680

 
5.48
%
 
99,012

 
1,332

 
5.41
%
Total commercial
4,365,768

 
44,114

 
4.10
%
 
3,969,812

 
39,893

 
4.04
%
Residential real estate
643,672

 
6,099

 
3.84
%
 
633,590

 
6,381

 
4.05
%
Home equity
996,940

 
8,708

 
3.54
%
 
930,579

 
8,031

 
3.47
%
Total consumer real estate
1,640,612

 
14,807

 
3.66
%
 
1,564,169

 
14,412

 
3.71
%
Other consumer
11,333

 
241

 
8.62
%
 
14,396

 
336

 
9.39
%
Total loans
6,017,713

 
59,162

 
3.99
%
 
5,548,377

 
54,641

 
3.96
%
Total interest-earning assets
$
7,005,654

 
$
64,790

 
3.75
%
 
$
6,553,670

 
$
60,130

 
3.69
%
Cash and due from banks
94,955

 
 
 
 
 
85,792

 
 
 
 
Federal Home Loan Bank stock
13,108

 
 
 
 
 
13,599

 
 
 
 
Other assets
540,411

 
 
 
 
 
534,946

 
 
 
 
Total assets
$
7,654,128

 
 
 
 
 
$
7,188,007

 
 
 
 
Interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
 
 
 
 
 
 
 
 
 
 
Savings and interest checking accounts
$
2,479,373

 
$
763

 
0.12
%
 
$
2,354,982

 
$
883

 
0.15
%
Money market
1,258,466

 
857

 
0.28
%
 
1,128,446

 
701

 
0.25
%
Time deposits
634,947

 
1,147

 
0.73
%
 
670,393

 
1,284

 
0.77
%
Total interest-bearing deposits
$
4,372,786

 
$
2,767

 
0.26
%
 
$
4,153,821

 
$
2,868

 
0.28
%
Borrowings
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank borrowings
$
66,556

 
$
403

 
2.46
%
 
$
80,991

 
$
490

 
2.43
%
Customer repurchase agreements and other short-term borrowings
157,305

 
56

 
0.14
%
 
140,863

 
49

 
0.14
%
Junior subordinated debentures
73,085

 
554

 
3.07
%
 
73,283

 
1,016

 
5.58
%
Subordinated debentures
34,641

 
427

 
5.00
%
 
34,594

 
427

 
4.96
%

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Total borrowings
$
331,587

 
$
1,440

 
1.76
%
 
$
329,731

 
$
1,982

 
2.34
%
Total interest-bearing liabilities
$
4,704,373

 
$
4,207

 
0.36
%
 
$
4,483,552

 
$
4,850

 
0.44
%
Demand deposits
1,987,579

 
 
 
 
 
1,811,873

 
 
 
 
Other liabilities
85,691

 
 
 
 
 
106,281

 
 
 
 
Total liabilities
$
6,777,643

 
 
 
 
 
$
6,401,706

 
 
 
 
Stockholders' equity
876,485

 
 
 
 
 
786,301

 
 
 
 
Total liabilities and stockholders' equity
$
7,654,128

 
 
 
 
 
$
7,188,007

 
 
 
 
Net interest income (1)
 
 
$
60,583

 
 
 
 
 
$
55,280

 
 
Interest rate spread (3)
 
 
 
 
3.39
%
 
 
 
 
 
3.25
%
Net interest margin (4)
 
 
 
 
3.51
%
 
 
 
 
 
3.39
%
Supplemental information
 
 
 
 
 
 
 
 
 
 
 
Total deposits, including demand deposits
$
6,360,365

 
$
2,767

 
 
 
$
5,965,694

 
$
2,868

 
 
Cost of total deposits
 
 
 
 
0.18
%
 
 
 
 
 
0.19
%
Total funding liabilities, including demand deposits
$
6,691,952

 
$
4,207

 
 
 
$
6,295,425

 
$
4,850

 
 
Cost of total funding liabilities
 
 
 
 
0.25
%
 
 
 
 
 
0.31
%
 

(1)
The total amount of adjustment to present interest income and yield on a FTE basis is $383,000 and $389,000 for three months ended March 31, 2017 and 2016 , respectively. The FTE adjustment relates to nontaxable investment securities with average balances of $3.8 million and $4.9 million and nontaxable industrial development bonds recorded within commercial real estate with average balances of $73.8 million and $70.0 million , for the three months ended March 31, 2017 and 2016 , respectively.
(2)
Average nonaccruing loans are included in loans.
(3)
Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(4)
Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.


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Table of Contents

The following table presents certain information on a FTE basis regarding changes in the Company’s interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to: (1) changes in rate (change in rate multiplied by old volume), (2) changes in volume (change in volume multiplied by old rate), and (3) changes in volume/rate (change in volume multiplied by change in rate) which is allocated to the change due to rate column:

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Table of Contents

Table 15 - Volume Rate Analysis
 
Three Months Ended March 31
 
Three Months Ended March 31
 
2017 Compared To 2016
 
2016 Compared To 2015
 
Change
Due to
Rate
 
Change
Due to
Volume
 
Total Change
 
Change
Due to
Rate
 
Change
Due to
Volume
 
Total Change
 
(Dollars in thousands)
Income on interest-earning assets
 
 
 
 
 
 
 
 
 
 
 
Interest earning deposits, federal funds sold and short term investments
$
72

 
$
(76
)
 
$
(4
)
 
$
110

 
$
71

 
$
181

Securities
 
 
 
 
 
 
 
 
 
 
 
Securities - taxable investments
(107
)
 
277

 
170

 
36

 
534

 
570

Securities - nontaxable investments (1)
2

 
(11
)
 
(9
)
 
3

 
(6
)
 
(3
)
Total securities
 
 
 
 
161

 
 
 
 
 
567

Loans held for sale
(7
)
 
(11
)
 
(18
)
 
4

 
(23
)
 
(19
)
Loans
 
 
 
 
 
 
 
 
 
 
 
Commercial and industrial
196

 
474

 
670

 
(4
)
 
(231
)
 
(235
)
Commercial real estate (1)
(277
)
 
3,722

 
3,445

 
(1,098
)
 
2,148

 
1,050

Commercial construction
246

 
(488
)
 
(242
)
 
(115
)
 
1,034

 
919

Small business
7

 
341

 
348

 
(10
)
 
170

 
160

Total commercial
 
 
 
 
4,221

 
 
 
 
 
1,894

Residential real estate
(384
)
 
102

 
(282
)
 
(151
)
 
321

 
170

Home equity
104

 
573

 
677

 
93

 
519

 
612

Total consumer real estate
 
 
 
 
395

 
 
 
 
 
782

Other consumer
(24
)
 
(71
)
 
(95
)
 
5

 
(81
)
 
(76
)
Total loans (1)(2)
 
 
 
 
4,521

 
 
 
 
 
2,600

Total income of interest-earning assets
 
 
 
 
$
4,660

 
 
 
 
 
$
3,329

Expense of interest-bearing liabilities
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
 
 
 
 
 
 
 
 
 
 
Savings and interest checking accounts
$
(167
)
 
$
47

 
$
(120
)
 
$
(68
)
 
$
89

 
$
21

Money market
75

 
81

 
156

 
(26
)
 
51

 
25

Time certificates of deposits
(69
)
 
(68
)
 
(137
)
 
93

 
(34
)
 
59

Total interest bearing deposits
 
 
 
 
(101
)
 
 
 
 
 
105

Borrowings
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank borrowings
—

 
(87
)
 
(87
)
 
73

 
(85
)
 
(12
)
Customer repurchase agreements and other short-term borrowings
1

 
6

 
7

 
(15
)
 
1

 
(14
)
Wholesale repurchase agreements
—

 
—

 
—

 
—

 
(286
)
 
(286
)
Junior subordinated debentures
(459
)
 
(3
)
 
(462
)
 
27

 
(3
)
 
24

Subordinated debentures
(1
)
 
1

 
—

 
40

 
(187
)
 
(147
)
Total borrowings
 
 
 
 
(542
)
 
 
 
 
 
(435
)
Total expense of interest-bearing liabilities
 
 
 
 
(643
)
 
 
 
 
 
(330
)
Change in net interest income
 
 
 
 
$
5,303

 
 
 
 
 
$
3,659

 

(1)
The table above reflects income determined on a FTE basis. See footnote (1) to table 14 above for the related adjustments.
(2)
Loans include portfolio loans and nonaccrual loans; however, unpaid interest on nonaccrual loans has not been included for purposes of determining interest income.


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Provision For Loan Losses The provision for loan losses represents the charge to expense that is required to maintain an appropriate level of allowance for loan losses. The provision for loan losses totaled $600,000 for the three months ended March 31, 2017 , as compared to $525,000 for the comparable year-ago period. The Company’s allowance for loan losses, as a percentage of total loans, was 1.03% at both March 31, 2017 , and December 31, 2016 , and 1.01% at March 31, 2016 . Additionally, the Company continued to experience relatively low charge-offs combined with strong recoveries during the first quarter of 2017 , as evidenced by net recoveries of $152,000 for the three months ended March 31, 2017 and net charge-offs of $82,000 for the three months ended March 31, 2016 , respectively.
 Overall economic conditions remained strong within the New England region with continued strengthening in certain sectors.  A tight labor market has kept wages strong and unemployment levels low.  Energy prices, despite some fluctuations, have remained relatively low, benefiting consumers and many businesses.  Retail prices were up slightly in the first quarter of 2017 while many vendors and businesses cited relatively little pressure with respect to prices from suppliers. As a result, retail spending year-over-year increased as of February 2017.  Commercial real estate fundamentals were little changed through February 2017 versus a year ago.  Valuations remain at or near record levels for most property types and vacancy levels have remained relatively low, although some slight increases in office space vacancy has been experienced in the region as businesses seek to reduce their square footage per employee ratios.  Most construction activity continues to be focused on multifamily projects and some investors have expressed caution with respect to the higher valuations of these projects in recent quarters.  Residential real estate metrics also remain strong with median sales prices rising year-over-year for single-family homes and condos throughout New England.  Continued strength in most economic fundamentals is generally expected throughout 2017, however geopolitical uncertainty and potentially volatile real estate valuations remain as key risks which may have significant impact upon the New England region.
Management’s periodic evaluation of the appropriate allowance for loan losses considers past loan loss experience, known and inherent risks within the loan portfolio, adverse situations which may affect the borrowers’ ability to repay, the estimated value of the underlying collateral, if any, and current economic conditions. Substantial portions of the Bank’s loans are secured by real estate in Massachusetts and Rhode Island. Accordingly, the ultimate collectability of a substantial portion of the Bank’s loan portfolio is susceptible to changes in property values within those states.

Noninterest Income The following table sets forth information regarding noninterest income for the periods shown:
Table 16 - Noninterest Income
 
Three Months Ended
 
March 31
 
Change
 
2017
 
2016
 
Amount
 
%
 
(Dollars in thousands)
 
 
Deposit account fees
$
4,544

 
$
4,595

 
$
(51
)
 
(1.11
)%
Interchange and ATM fees
3,922

 
3,724

 
198

 
5.32
 %
Investment management
5,614

 
5,003

 
611

 
12.21
 %
Mortgage banking income
957

 
1,132

 
(175
)
 
(15.46
)%
Gain on sale of equity securities
4

 
—

 
4

 
100.00%

Increase in cash surrender value of life insurance policies
964

 
1,014

 
(50
)
 
(4.93
)%
Loan level derivative income
606

 
1,722

 
(1,116
)
 
(64.81
)%
Other noninterest income
2,301

 
1,965

 
336

 
17.10
 %
Total
$
18,912

 
$
19,155

 
$
(243
)
 
(1.27
)%
The primary reasons for the significant variances in the noninterest income category shown in the preceding tables are noted below:
Interchange and ATM fees have increased as compared to the prior year periods as a result of successful growth of new accounts and increased volume resulting from the 2016 fourth quarter NEB acquisition.
Investment management income growth is driven primarily from growth in overall assets under administration, which were $3.0 billion as of March 31, 2017 , an increase of $295.8 million , or 10.8% , compared to March 31, 2016 .
Mortgage banking income decreased primarily due to lower sold loan volume.
Loan level derivative income decreased due to lower customer demand.

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Other noninterest income increased in the current period mainly due to a gain recognized on the sale of loans.

Noninterest Expense The following table sets forth information regarding non-interest expense for the periods shown:
Table 17 - Noninterest Expense
 
Three Months Ended
 
March 31
 
Change
 
2017
 
2016
 
Amount
 
%
 
(Dollars in thousands)
 
 
Salaries and employee benefits
$
28,324

 
$
27,189

 
$
1,135

 
4.17
 %
Occupancy and equipment expenses
6,158

 
5,827

 
331

 
5.68
 %
Data processing & facilities management
1,272

 
1,206

 
66

 
5.47
 %
FDIC assessment
783

 
1,010

 
(227
)
 
(22.48
)%
Advertising expense
1,294

 
1,257

 
37

 
2.94
 %
Loss on extinguishment of debt
—

 
437

 
(437
)
 
(100.00
)%
Loss on sale of equity securities
3

 
29

 
(26
)
 
(89.66
)%
Merger and acquisition expenses
484

 
334

 
150

 
44.91
 %
Software maintenance
930

 
754

 
176

 
23.34
 %
Other noninterest expenses
9,525

 
8,439

 
1,086

 
12.87
 %
Total
$
48,773

 
$
46,482

 
$
2,291

 
4.93
 %
The primary reasons for the significant variances in the noninterest expense category shown in the preceding tables are noted below:
The increase in salaries and employee benefits reflects overall increases in the employee base due to the 2016 fourth quarter NEB acquisition, along with an increase in expenses associated with merit and incentive compensation and medical insurance expenses.
Occupancy and equipment expense increases were attributable to snow removal costs and equipment maintenance and repairs.
FDIC assessment decreased due to a reduction in assessment rates effective July 1, 2016.
The Company recognized a $437,000 loss in conjunction with its payoff of approximately $49.0 million in Federal Home Loan Bank borrowings in the first quarter of 2016. There were no such losses during the first quarter of 2017.
Merger and acquisition expense in 2017 is primarily related to the pending Island Bancorp acquisition which is expected to close in the second quarter of 2017. The prior year expense is related to the 2016 NEB acquisition.
Software maintenance increases reflect additional server licenses purchased and other related costs.
Other noninterest expenses increased in the current period due primarily to increases in the provision for unfunded commitments, mortgage operations expense, subscription fees, internet banking expenses and debit card expenses.

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Table of Contents

Income Taxes The tax effect of all income and expense transactions is recognized by the Company in each year’s consolidated statements of income, regardless of the year in which the transactions are reported for income tax purposes. The following table sets forth information regarding the Company’s tax provision and applicable tax rates for the periods indicated:

Table 18 - Tax Provision and Applicable Tax Rates
 
Three Months Ended
 
March 31
 
2017
 
2016
 
(Dollars in thousands)
Combined federal and state income tax provision
$
9,014

 
$
8,428

Effective income tax rate
30.31
%
 
31.17
%
The Company's blended statutory tax rate was 40.86% for the three month periods ended March 31, 2017 and March 31, 2016 . The effective income tax rates noted in the table above are lower than the blended statutory tax rate due to certain tax preference assets such as life insurance policies and tax exempt bonds, as well as federal tax credits recognized primarily in connection with the New Markets Tax Credit program and investments in low income housing project investments. The effective tax rate when compared to the year ago period was impacted by a reduction in the benefits recognized from the New Markets Tax Credit program, partially offset by discrete benefits recognized as a result of the Company’s adoption of ASU 2016-09 effective January 1, 2017. This guidance requires that recognition of excess tax benefits on certain stock compensation transactions be recorded through earnings as a discrete item within the Company’s effective tax rate during the period of the transaction. The Company realized a discrete tax benefit of approximately $920,000, during the first quarter of 2017 related to this guidance. The accounting treatment in prior years required recognition of the excess tax benefit through additional paid in capital.

The Company's subsidiaries have received several awards of tax credit allocation authority under the federal New Markets Tax Credit program which enable the Company to recognize federal tax credits over a seven year period totaling 39.0% of the total award. The Company recognizes federal tax credits as capital investments are made into its subsidiaries to fund below market interest rate loans to qualifying businesses in low income communities. The following table details the remaining tax credit recognition by year associated with this program:
Table 19 - New Markets Tax Credit Recognition Schedule
Year of Investment
 
2017
 
2018
 
2019
 
Total Remaining
Credits
 
 
 
 
2012
$
21,400

 
$
1,285

 
$
1,285

 
$
—

 
$
2,570

2013
44,600

 
2,675

 
2,675

 
2,675

 
8,025

Total
$
66,000

 
$
3,960

 
$
3,960

 
$
2,675

 
$
10,595

 
    
T he Company invests in various low income housing projects which are real estate limited partnerships that acquire, develop, own and operate low and moderate-income housing developments. As a limited partner in these operating partnerships, the Company will receive tax credits and tax deductions for losses incurred by the underlying properties. The investments are accounted for using the proportional amortization method and will be amortized over various periods through 2032, which represents the period that the tax credits and other tax benefits will be utilized. The total committed investment in these partnerships is $47.4 million , of which $38.7 million has been funded. It is expected that the limited partnership investments will generate a net tax benefit of approximately $1.7 million for the full calendar year of 2017 and a total of $12.3 million over the remaining life of the investments from the combination of the tax credits and operating losses.
Risk Management
The Company’s Board of Directors and Executive Management have identified significant risk categories which affect the Company. The risk categories include: credit risk, operations risk, compliance risk, strategic and reputation risk, market risk and liquidity risk. The Board of Directors has approved an Enterprise Risk Management Policy that addresses each category of risk. The Senior Portfolio Risk Officer, Chief Financial Officer, Chief Information Officer, Director of Residential Lending, Compliance Officer, Executive Vice President of Commercial Lending and other members of management provide regular reports to the Board of Directors, identifying key risk issues and plans to address these issues. The Board of Directors will ensure the level of risk is within limits established by both the Risk Management Policy and other previously approved policies.

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Table of Contents


Credit Risk    Credit risk represents the possibility that the Company's borrowing customers or other counterparties may not repay loans or other contractual obligations according to their terms due to changes in the financial capacity and ability of such borrowing customers or counterparties to meet their obligations. In some cases, the collateral securing the payment of the loans may be sufficient to assure repayment, but in other cases the Company may experience significant credit losses which could have an adverse effect on its operating results. The Company makes various assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of the real estate and other assets serving as collateral for the repayment of loans. For further discussion regarding the credit risk and the credit quality of the Company’s loan portfolio, see Note 4 , “ Loans, Allowance for Loan Losses, and Credit Quality ” within Condensed Notes to Consolidated Financial Statements included in Item 1 hereof .
Operations Risk     Operations risk is the risk of loss due to human behavior, inadequate or failed internal systems and controls, and external influences such as market conditions, fraudulent activities, natural disasters and security risks. The potential for operational risk exposure exists throughout the organization. Integral to the Company's performance is the continued efficiency of the Company's technical systems, operational infrastructure, relationships with third parties and the associates and key executives in day-to-day and ongoing operations. Failure by any or all of these resources subjects the Company to risks that may vary in size, scale and scope. These risks include, but are not limited to, operational or technical failures, unlawful tampering with technical systems, cyber security, terrorist activities, ineffectiveness or exposure due to interruption in third party support, as well as the loss of key individuals or failure on the part of the key individuals to perform properly. The Bank has an Operations Risk Management Committee that meets monthly and reports to the Board quarterly or more frequently if warranted.  The Committee is chaired by the Director of Risk Management and members of the Committee include representatives from Audit, Finance, Technology, Operations, Information Security, Compliance and periodic attendance from business units throughout the organization.  An operations risk management dashboard is updated quarterly and reviewed with the Board.
Compliance Risk     Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the Company’s failure to comply with rules and regulations issued by the various banking agencies, the U.S. Securities and Exchange Commission, the NASDAQ Stock Market, and standards of good banking practice. Activities which may expose the Company to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, adherence to all applicable laws and regulations, community reinvestment initiatives and employment and tax matters. Compliance risk is mitigated through the use of written policies and procedures, training of staff, and monitoring of activities for adherence to those procedures. The Bank has a Compliance Committee that meets quarterly and updates the Board and Management quarterly or more frequently if warranted.  The Committee is chaired by the Director of Compliance, and members of the Committee include representatives from each of the principal business lines as well as Enterprise Risk Management, Audit, Finance, Technology and Information Security.
Strategic and Reputation Risk    Strategic and reputation risk represent the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, and failure to assess current and new opportunities and threats in business, markets, and products. Management mitigates strategic and reputational risk through robust annual strategic planning, frequent executive strategic reviews, ongoing competitive and technological observation, rigorous assessment processes of new product, new branch, and new business initiatives, adherence to ethical standards, a philosophy of customer advocacy, a structured process of customer complaint resolution, and ongoing reputational monitoring, crisis management plan, and management tools.
Market Risk      Market risk is the sensitivity of income to changes in interest rates, foreign exchange rates, commodity prices and other market-driven rates or prices. Interest rate sensitivity is the most significant market risk to which the Company is exposed.
Interest rate risk is the sensitivity of income to changes in interest rates. Changes in interest rates, as well as fluctuations in the level and duration of assets and liabilities, affect net interest income, the Company’s primary source of revenue. Interest rate risk arises directly from the Company’s core banking activities. In addition to directly impacting net interest income, changes in the level of interest rates can also affect the amount of loans originated, the timing of cash flows on loans and securities, and the fair value of securities and derivatives, as well as other effects.
The primary goal of interest rate risk management is to control this risk within limits approved by the Board of Directors. These limits reflect the Company’s tolerance for interest rate risk over both short-term and long-term horizons. The Company attempts to control interest rate risk by identifying, quantifying, and where appropriate, hedging its exposure. If assets and liabilities do not re-price simultaneously and in equal volume, the potential for interest rate exposure exists. It is management’s objective to maintain stability in the growth of net interest income through the maintenance of an appropriate mix of interest-earning assets and interest-bearing liabilities and, when necessary, within prudent limits, through the use of off-balance sheet hedging instruments such as interest rate swaps, floors and caps.

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Table of Contents

The Company quantifies its interest rate exposures using net interest income simulation models, as well as simpler gap analysis, and Economic Value of Equity analysis. Key assumptions in these simulation analyses relate to behavior of interest rates and behavior of the Company’s deposit and loan customers. The most material assumptions relate to the prepayment of mortgage assets (including mortgage loans and mortgage-backed securities) and the life and sensitivity of nonmaturity deposits (e.g. DDA, NOW, savings and money market). In the case of prepayment of mortgage assets, assumptions are derived from published dealer median prepayment estimates for comparable mortgage loans. The risk of prepayment tends to increase when interest rates fall. Since future prepayment behavior of loan customers is uncertain, the resultant interest rate sensitivity of loans cannot be determined exactly.
The Company’s policy on interest-rate risk simulation specifies that for all "core" interest rate scenarios, estimated net interest income for the subsequent one-year period should not decline by more than 10%. The Company's core scenarios for March 31, 2017 included five instantaneous parallel shifts (“shocks”) to market interest rates and four gradual (12 to 24 months) shifts in interest. The Company also regularly analyzes other "noncore" scenarios as it deems appropriate.
The results of all scenarios and the impact to net interest income are outlined in the table below:
Table 20 - Interest Rate Sensitivity
 
March 31
 
2017
 
2016
 
Year 1
 
Year 2
 
Year 1
 
Year 2
Parallel rate shocks (basis points)
 
 
 
 
 
 
 
-100
(7.8
)%
 
(10.6
)%
 
(2.7
)%
 
(7.1
)%
+100
5.8
 %
 
9.5
 %
 
5.8
 %
 
7.9
 %
+200
11.3
 %
 
17.6
 %
 
11.5
 %
 
16.4
 %
+300
16.8
 %
 
25.8
 %
 
17.0
 %
 
24.7
 %
+400
22.2
 %
 
33.8
 %
 
22.4
 %
 
32.8
 %
 
 
 
 
 
 
 
 
Gradual rate shifts (basis points)
 
 
 
 
 
 
 
-100 over 12 months
(4.0
)%
 
(9.3
)%
 
(1.1
)%
 
(5.6
)%
+200 over 12 months
5.4
 %
 
15.6
 %
 
5.2
 %
 
14.1
 %
+400 over 24 months
5.4
 %
 
21.0
 %
 
5.2
 %
 
19.4
 %
Flat +500 over 12 months
6.8
 %
 
25.6
 %
 
6.7
 %
 
24.2
 %
 
 
 
 
 
 
 
 
Alternative scenarios
 
 
 
 
 
 
 
Flat up 200 basis points scenario
5.5
 %
 
14.9
 %
 
5.5
 %
 
13.5
 %
    
In addition, the Company's policy on interest rate risk simulation specifies that estimated net interest income for the second year of all “core scenarios” should not decline by more than 15.0%. The Company was within policy limits at March 31, 2017 and 2016 . It should be emphasized, however, that the results are dependent on material assumptions such as those discussed above. For instance, asymmetrical rate behavior can have a material impact on the simulation results. If competition for deposits forced the Company to raise rates on those liabilities more quickly than is assumed in the simulation analysis without a corresponding increase in asset yields, net interest income may be negatively impacted. Alternatively, if the Company is able to lag increases in deposit rates as loans re-price upward, net interest income would be positively impacted.
The most significant factors affecting market risk exposure of the Company’s net interest income during the three months ended March 31, 2017 were the shape of the U.S. Government securities and interest rate swap yield curve, the level of U.S. prime interest rate and LIBOR rates, and the level of interest rates being offered on long-term fixed rate loans.
The Company manages the interest rate risk inherent in both its loan and borrowing portfolios by utilizing interest rate swap agreements and interest rate caps and floors. An interest rate swap is an agreement whereby one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount for a predetermined period of time from a second party. Interest rate caps and floors are agreements whereby one party agrees to pay a floating rate of interest on a notional principal amount for a predetermined period of time to a second party if certain market interest rate thresholds are realized. The amounts relating to the notional principal amount are not actually exchanged. Additionally, the Company may manage the interest rate risk inherent in its mortgage banking operations by entering into forward sales contracts.

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Prior to closing and funding certain 1- 4 family residential mortgage loans, an interest rate lock commitment is generally extended to the borrower. During the period from commitment date to closing date, the Company is subject to the risk that market rates of interest may change. If market rates rise, investors generally will pay less to purchase such loans resulting in a reduction in the gain on sale of the loans or, possibly, a loss. In an effort to mitigate such risk, forward delivery sales commitments are executed, under which the Company agrees to deliver whole mortgage loans to various investors. See Note 8 , “ Derivative and Hedging Activities ” within Condensed Notes to Consolidated Financial Statements included in Item 1 hereof for additional information regarding the Company’s Derivative Financial Instruments.
The Company’s earnings are not directly or materially impacted by movements in foreign currency rates or commodity prices. Movements in equity prices may have a modest impact on earnings by affecting the volume of activity or the amount of fees from investment-related business lines. See Note 3 , “ Securities ” within Condensed Notes to Consolidated Financial Statements included in Item 1 hereof.
Liquidity Risk   Liquidity risk is the risk that the Company will not have the ability to generate adequate amounts of cash in the most economical way for the institution to meet its ongoing obligations to pay deposit withdrawals, service borrowings, and to fund loan commitments. The Company’s primary sources of funds are deposits, borrowings, and the amortization, prepayment and maturities of loans and securities. The Bank utilizes its extensive branch network to access retail customers who provide a stable base of in-market core deposits. These funds are principally comprised of demand deposits, interest checking accounts, savings accounts, and money market accounts. Deposit levels are greatly influenced by interest rates, economic conditions, and competitive factors.
The Company actively manages its liquidity position under the direction of the Asset-Liability Committee of the Bank ("ALCO"). The Company’s primary measure of short-term liquidity is the Total Basic Surplus/Deficit as a percentage of assets. This ratio, which is an analysis of the relationship between liquid assets plus available funding at the FHLB less short-term liabilities relative to total assets, was within policy limits at March 31, 2017 . The Total Basic Surplus/Deficit measure is affected primarily by changes in deposits, securities and short-term investments, loans and borrowings. An increase in deposits, without a corresponding increase in nonliquid assets, will improve the Total Basic Surplus/Deficit measure, whereas, an increase in loans, with no increase in deposits, will decrease the measure. Other factors affecting the Total Basic Surplus/Deficit measure include collateral requirements at the FHLB, changes in the securities portfolio, and the mix of deposits.
The Bank is careful to increase deposits without adversely impacting the weighted average cost of those funds. As part of a prudent liquidity risk management practice, the Company maintains various liquidity sources, some of which are only accessed on a contingency basis. Accordingly, management has implemented funding strategies that include FHLB advances, Federal Reserve Bank borrowing capacity and repurchase agreement lines. These nondeposit funds are also viewed as a contingent source of liquidity and, when profitable lending and investment opportunities exist, access to such funds provides a means to grow the balance sheet.
Borrowing capacity at the FHLB and the Federal Reserve is impacted by the amount and type of assets available to be pledged. For example, a prime, one-to-four family, residential loan, may provide 75 cents of borrowing capacity for every $1.00 pledged, whereas, a commercial loan may provide a lower amount. As a result, the Company’s strategic lending decisions can also affect its liquidity position.
The Company can raise additional liquidity through the issuance of equity or unsecured debt privately or publicly. Additionally, the Company is able to enter into additional repurchase agreements or acquire brokered deposits at its discretion. The availability and cost of equity or debt on an unsecured basis is dependent on many factors. Some factors that will impact this source of liquidity are the Company’s financial position, the market environment, and the Company’s credit rating. As such, the Company is careful to monitor the various factors that could impact its ability to raise liquidity through these channels.

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The table below shows current and unused liquidity capacity from various sources as of the dates indicated:
Table 21 - Sources of Liquidity
 
March 31, 2017
 
 
December 31, 2016
 
 
Outstanding
 
Additional
Borrowing
Capacity
 
 
Outstanding
 
Additional
Borrowing  Capacity
 
 
(Dollars in thousands)
 
Federal Home Loan Bank of Boston
$
50,811

 
$
889,701

(3
)
 
$
50,819

 
$
793,118

(3
)
Federal Reserve Bank of Boston
—

 
718,187

(4
)
 
—

 
696,085

(4
)
Unpledged Securities
—

 
405,394

  
 
—

 
368,585

  
Customer repurchase agreements
145,772

 
—

(5
)
 
176,913

 
—

(5
)
Junior subordinated debentures (1)
73,067

 
—

(5
)
 
73,107

 
—

(5
)
Subordinated debt
34,647

 
—

(5
)
 
34,635

 
—

(5
)
Brokered deposits (2)
7,597

 
—

(5
)
 
14,724

 
—

(5
)
 
$
311,894

 
$
2,013,282

  
 
$
350,198

 
$
1,857,788

  
 

(1)
Amounts shown are inclusive of fair value marks associated with previous acquisitions.
(2)
Inclusive of $2.7 million and $13.7 million of brokered deposits acquired through participation in the CDARS program as of March 31, 2017 and December 31, 2016 , respectively.
(3)
Loans with a carrying value of $1.4 billion at both March 31, 2017 and December 31, 2016 have been pledged to the Federal Home Loan Bank of Boston resulting in this additional unused borrowing capacity.
(4)
Loans with a carrying value of $1.2 billion at both March 31, 2017 and December 31, 2016 have been pledged to the Federal Reserve Bank of Boston resulting in this additional unused borrowing capacity.
(5)
The additional borrowing capacity has not been assessed for these categories.
In addition to policies used for managing operational liquidity, the Board of Directors and the ALCO recognize the need to establish reasonable guidelines for managing through an environment of heightened liquidity risk. Catalysts for elevated liquidity risk can be Bank-specific issues and/or systemic industry-wide events. It is therefore the responsibility of the Board and the ALCO to institute systems and controls to provide advanced detection of potentially significant funding shortages, establish methods for assessing and monitoring risk levels, and institute prompt responses that may alleviate/circumvent a potential liquidity crisis. As such, the Board of Directors and the ALCO have put a Liquidity Contingency Plan in place. The overall goal of this plan is to provide a framework for the Bank to help detect liquidity problems promptly and appropriately address potential liquidity problems in a timely manner. In a period of perceived heightened liquidity risk, the Liquidity Contingency Plan provides for the establishment of a Liquidity Crisis Task Force. The Liquidity Crisis Task Force is responsible for monitoring the potential for a liquidity crisis and for establishing and executing an appropriate response.
Off-Balance Sheet Arrangements There have been no material changes in off-balance sheet financial instruments during the three months ended March 31, 2017 . See Note 8 , " Derivative and Hedging Activities " and Note 12 , " Commitments and Contingencies " within Condensed Notes to Consolidated Financial Statements included in Item 1 hereof for more information relating to the Company's off-balance sheet financial instruments.
Contractual Obligations, Commitments, and Contingencies There have been no material changes in contractual obligations, commitments, or contingencies during the three months ended March 31, 2017 . Please refer to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for a complete table of contractual obligations, commitments and contingencies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information required by this Item 3 is included in the "Risk Management" section of Item 2 of Part I of this Form 10-Q, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


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Table of Contents

Item 4. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures . The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.
Changes in Internal Controls over Financial Reporting . There were no changes in our internal control over financial reporting that occurred during the first quarter of 2017 that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

PART II. OTHER INFORMATION

Item  1. Legal Proceedings
At March 31, 2017 , the Bank was involved in pending lawsuits that arose in the ordinary course of business. Management has reviewed these pending lawsuits with legal counsel and has taken into consideration the view of counsel as to their outcome. In the opinion of management, the final disposition of pending lawsuits is not expected to have a material adverse effect on the Company’s financial position or results of operations.

Item 1A. Risk Factors
As of the date of this report, there have been no material changes with regard to the Risk Factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 , which are incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Not applicable.
(b) Not applicable.
(c) The following table sets forth information regarding the Company’s repurchases of its common stock during the three months ended March 31, 2017 :
 
Issuer Purchases of Equity Securities
 
Total Number of Shares Purchased (1)
 
Average Price Paid Per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plan or
Program (2)
 
Maximum Number of Shares That May Yet Be Purchased Under the Plan or Program
Period
 
 
 
 
 
 
 
January 1 to January 31, 2017
—

 
$
—

 
—

 
—

February 1 to February 28, 2017
20,443

 
$
62.56

 
—

 
—

March 1 to March 31, 2017
3,735

 
$
65.66

 
—

 
—

Total
24,178

 
 
 
—

 
—

 

(1)
Shares repurchased relate to the surrendering of mature shares for the exercise and/or vesting of stock compensation grants.
(2)
The Company does not currently have a stock repurchase program or plan in place.

Item  3. Defaults Upon Senior Securities—None

Item 4. Mine Safety Disclosures - Not Applicable

Item 5. Other Information—None


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Item 6. Exhibits

Exhibit Index
 
No.
Exhibit
10.1
Independent Bank Corp. 2017 Executive Incentive Plan is attached hereto*
31.1
Section 302 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.*
31.2
Section 302 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.*
32.1
Section 906 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.+
32.2
Section 906 Certification of Sarbanes-Oxley Act of 2002 is attached hereto.+
101
Interactive Data File *

*
Filed herewith
+
Furnished herewith


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Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INDEPENDENT BANK CORP.
(registrant)
 
May 4, 2017
 
/s/ Christopher Oddleifson
 
 
Christopher Oddleifson
President and
Chief Executive Officer
(Principal Executive Officer)
 
May 4, 2017
 
/s/ Robert D. Cozzone
 
 
Robert D. Cozzone
Chief Financial Officer and Treasurer
(Principal Financial Officer)


84



Exhibit 10.1

INDEPENDENT BANK CORP. 2017 EXECUTIVE INCENTIVE PLAN


1.      Purpose

The purpose of this plan (the “ Plan ”) is to enable Independent Bank Corp. (the “ Company ”) and its Subsidiaries to attract, retain, motivate and reward Participants by providing Participants with the opportunity to earn incentive compensation under the Plan related to the Company’s performance. Incentive compensation granted under the Plan to Covered Employees is intended to qualify as performance-based compensation within the meaning of Section 162(m). Unless defined elsewhere in the Plan, capitalized terms shall have the definitions set forth in Section 9.
    
2.      Administration

(a) Power and Authority of the Committee.

The Committee shall administer the Plan. Subject to the express provisions of the Plan, the Committee shall have full power and authority:

i.
to designate Participants;

ii.
to establish the Performance Targets during a Performance Period and to determine whether Performance Targets have been achieved;

iii.
to prescribe, amend, and rescind rules and procedures relating to the Plan;

iv.
subject to the provisions of the Plan, to delegate to one or more officers of the Company some or all of its authority under the Plan;

v.
to employ legal counsel, independent auditors or consultants, as may be necessary or advisable in the sole discretion of the Committee, for the administration of the Plan and to rely upon any opinion or computation received therefrom; and

vi.
to make all determinations, to adopt rules, and to formulate procedures, as may be necessary or advisable in the sole discretion of the Committee, for administration of the Plan.

(b) Plan Construction and Interpretation.

The Committee shall have full power and authority to construe and interpret the Plan.

(c) Determinations of Committee Final and Binding.

All determinations by the Committee in carrying out and administering the Plan and in construing and interpreting the Plan shall be made in the Committee’s sole discretion and shall be final, binding, and conclusive for all purposes and upon all persons.

(d) Delegation of Authority.

With respect to matters relating to Participants other than the Chief Executive Officer, except with respect to matters that are required to be certified by the Committee under the Plan, or that are required to be handled exclusively by the Committee under Section 162(m) with respect to Awards intended to qualify for the exemption from the limitation on deductibility imposed by Section 162(m), the Committee may, in its discretion, authorize the Chief Executive Officer of the Company or the full Board to act on its behalf. With respect to matters relating the Chief Executive Officer, except with respect to matters that are required to be certified by the Committee under the Plan, or that are required to be handled exclusively by the Committee under Section 162(m) with respect to Awards intended to qualify for the exemption from the




limitation on deductibility imposed by Section 162(m), the Committee may, in its discretion, authorize the full Board to act on its behalf.

3.      Awards

(a) Performance Targets.

The Committee may make a determination to give a Participant the opportunity to earn incentive compensation under the Plan during a Performance Period. If the Committee decides to offer such an opportunity to one or more Participants, then with respect to Awards that are intended to qualify for the exemption from the limitation on deductibility under Section 162(m), no later than 90 days after the beginning of the Performance Period (or any earlier or later date as may be required by Section 162(m)), the Committee shall:

i.
designate each Participant for the Performance Period;

ii.
determine and establish in writing one or more Performance Goals to be applicable to the Performance Period for each Participant;

iii.
establish one or more specific Performance Targets related to Performance Goal or Goals and the incentive amount that could be earned for the Performance Period by each Participant (with sufficient specificity to satisfy the requirements of Section 162(m)); and

iv.
specify the relationship between Performance Targets and the amount of incentive compensation each Participant may earn for the Performance Period.

The Performance Targets may be described in terms of objectives that are related to the individual Participant or objectives that are Company-wide or related to a Subsidiary, division, department, region, function or business unit of the Company or one or more Subsidiaries. The Performance Targets may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of Company performance (or performance of a Subsidiary, division, department, region, functional or business unit) or measured relative to selected peer companies or a market index.

With respect to Awards that are not intended to qualify for the exemption from the limitation on deductibility imposed by Section 162(m), the establishment of Performance Goals and Performance Targets, the determination of the level of achievement of Performance Goals and Performance Targets and the determination of the amount of any Award shall be consistent with the administrative processes of the Company.

(b) Discretion to Structure Awards.

The Committee shall have the sole discretion to structure Awards in any manner it deems advisable, including, without limitation:

i.
specifying that the incentive amount for a Performance Period will be earned if the applicable Performance Target is achieved for one Performance Goal or for any one of a number of Performance Goals;

ii.
providing that the incentive amount for a Performance Period will be earned only if the applicable Performance Target(s) are achieved for more than one Performance Goal; or

iii.
providing that the incentive amount to be earned for a given Performance Period will vary based upon different levels of achievement of the applicable Performance Targets.

(c) Determination of Award.

Following the completion of each Performance Period, with respect to Awards to Covered Employees that are subject to the requirements of Section 162(m), the Committee shall certify in writing whether the applicable Performance Target(s) were achieved for the Performance Period and the incentive amounts, if any, earned by Participants for the Performance Period. In determining the incentive amount earned by a Participant for a given Performance Period, the Committee shall have the right to reduce (but not to increase) the incentive amount payable at a given level of performance. In doing so, the Committee may take into account additional factors that the Committee may deem relevant in its sole discretion to the assessment of




individual’s performance or business or financial performance for the Performance Period. The exercise of negative discretion with respect to one Participant, however, is not permitted to result in an increase in the amount payable to another Participant.

(d) Payment of Awards.

Subject to Section 4, Awards shall be paid to the Participant on a date after the end of the Performance Period that is no later than 2½   months following the end of the Performance Period. Notwithstanding the foregoing, an Award may be paid later than 2½ months following the end of the Performance Period if (i) it is administratively impracticable to make payment by that date, provided that the Award is paid during the first taxable year of the Participant in which the calculation of the amount is administratively practicable; or (ii) paying the Award by that date would jeopardize the ability of the Company to continue as a going concern, provided that the Award is paid in the first taxable year of the Participant in which the payment of the Award would not have that effect. Until paid to a Participant, Awards may not be assigned, alienated, transferred or encumbered in any way.

Except to the extent set forth in the Plan, no Award will be paid to a Participant unless the Participant is employed by the Company or a Subsidiary as of the date of payment.

(e) Maximum Amounts.

The maximum aggregate incentive amount that may be earned under the Plan by a Participant for all Performance Periods completed during any given fiscal year of the Company is two million dollars ($2,000,000) If an Award is cancelled, the cancelled Award shall continue to be counted toward the applicable limitation on deductibility imposed by Section 162(m).

(f) Performance Goals.

In the case of any Award that is intended to qualify for the exemption from the limitation on deductibility imposed by Section 162(m), the Performance Goals with respect to which the Committee may establish Performance Targets shall relate to one or more of the following performance criteria, as the Committee deems appropriate in its sole discretion (in each case as established by the Committee within the time periods and with the specificity intended to meet the requirements of Section 162(m)):

i.
earnings or earnings per share and any potential variant of earnings or earnings per share, including but not limited to net earnings per share, diluted earnings per share, diluted net earnings per share, operating earnings or operating earnings per share, operating net earnings per share, operating diluted earnings per share, operating diluted net earnings per share, adjusted operating earnings, net earnings from continuing operations, EBITA, adjusted EBITA, EBITDA, adjusted EBITDA;

ii.
return on assets and any potential variant of return on assets, including but not limited to return on net assets, return on average assets, core return on average assets, cash return on average assets;

iii.
return on equity and any potential variant of return on equity, including but not limited to core return on equity, return on average equity, return on average tangible common equity, return on average common tangible equity, cash return on average tangible equity;

iv.
return on capital and any potential variant of return on capital, including but not limited to return on invested capital, average assets, shareholder equity as a percentage of assets;

v.
income and any potential variant of income, including but not limited to income before or after taxes, net income or net income before or after taxes, interest income, net interest income, noninterest income, noninterest income as a percentage of revenue, noninterest income as a percentage of revenue on an operating basis;

vi.
cash flow and any potential variant of cash flow, including but not limited to operating cash flow, free cash flow, or free cash flow per share;

vii.
asset quality and any potential variant of asset quality, including but not limited to asset quality of loan portfolio, credit quality, net charge-offs or net charge-off percentage, net recoveries, charge-offs, recoveries, reduction in nonperforming assets, delinquency, delinquency as a percentage of loans, allowance for loan




losses, provision for loan losses as a percentage of loans, impairments, nonperforming loans, asset quality ratios;

viii.
internal rate of return, increase in net present value;

ix.
revenue, gross revenues, and pre-provision net revenue;

x.
gross margins, efficiency ratios, operating efficiency ratio;

xi.
expenses, expense reduction, expense control, expense efficiency ratios, noninterest expenses;

xii.
strategic plan development and implementation;

xiii.
capital levels, capital preservation (core or risk based);

xiv.
loan growth, loan closings, loan sales, loan portfolio composition;

xv.
stock price (including, but not limited to, total shareholder return, stock price, stock price appreciation, market capitalization) or market share;

xvi.
sustainability measures (such as percentage reduction in paper consumption);

xvii.
growth in managed assets, return on securities held for investment, return on securities portfolio;

xviii.
book values, tangible book value;

xix.
change in deposits (including but not limited to an increase, decrease, or change in mix of deposits);

xx.
net interest margin, net interest margin on a fully tax equivalent basis;

xxi.
capital ratios, leverage ratios, risk-weighted assets, equity to assets ratio, dividend payout ratio; or

xxii.
profit and any potential variant of profit or profitability.

A Performance Goal need not be based upon an increase or positive result under a business criterion and could include, for example, maintaining the status quo or limiting economic losses.

(g) Adjustments.

At the time the Committee determines the terms of the Award, the Committee may specify adjustments to be applied to the calculation of the Performance Targets with respect to the relevant Performance Period to take into account certain items to the extent identified in the financial statements of the Company, including footnotes or in the Management’s Discussion and Analysis of Financial Condition accompanying the financial statements, or in the Compensation Discussion and Analysis section, if any, of the Company’s annual proxy statement, including, without limitation, any one or more of the following:
    
i.
the impact of changes in GAAP, tax rates, tax provisions, tax valuation allowances, regulations, or laws;

ii.
the gain, loss, income, cost or expense reported publicly by the Company that are unusual in nature or infrequent in occurrence determined in accordance with GAAP;

iii.
the gain, loss, income, cost or expense resulting from the disposition of a business, in whole or in part, or the sale of investments or non-core assets;

iv.
the gain, loss, income, cost or expense from litigation or claims or settlements, including, but not limited to tax claim judgments or settlements;

v.
the gain, loss, income, cost or expense from regulatory proceedings or inquiries to the extent such proceeding or inquiries are not routine or ordinary course proceedings or inquires;





vi.
the gain, loss, income, cost or expense related to insurance recoveries, including but not limited to life insurance benefits;

vii.
the impact of impairment of tangible or intangible assets, including but not limited to impairment on acquired facilities;

viii.
the impact of restructuring or business recharacterization activities, including but not limited to reductions in force, that are reported publicly by the Company;

ix.
mergers and acquisition costs or expenses or impacts, purchase accounting items, acquisition integration costs or expenses, or costs or expenses or other impacts from acquisitions or dispositions of assets or liabilities;

x.
pension costs or expenses;

xi.
the gain, loss, income, cost or expense from the sale of securities, including but not limited to fixed income securities;

xii.
the gain, loss, income, cost or expense on extinguishment of debt;

xiii.
the gain, loss, income, cost or expense on termination of derivatives;

xiv.
severance or termination related costs or expenses.

Notwithstanding anything to the contrary in the Plan, the Committee’s adjustment of any Performance Target(s) to take into account any of the items identified above shall not preclude the Committee’s exercise of negative discretion to the extent permitted under Section 3(c).

4.      Termination of Employment

(a) Death, Disability, or Retirement.

Unless otherwise determined by the Committee, if a Participant’s employment with the Company and its Subsidiaries terminates prior to payment of an Award by reason of the Participant’s death, Disability, or by reason of the Participant’s retirement from the Company and/or its Subsidiaries, the Participant will remain eligible, subject to Section 3, to receive an Award with respect to the applicable Performance Period. The Award shall be determined and payable in accordance with Section 3, except that the amount, if any, shall be prorated to take into account the number of days that the Participant was employed by the Company and its Subsidiaries during the Performance Period.

(b) Other Terminations.

Unless otherwise determined by the Committee, or otherwise required by applicable law, if a Participant’s employment with the Company and its Subsidiaries terminates prior to the payment of an Award for any reason not described in Section 4(a), the Participant’s participation in the Plan for the applicable Performance Period shall terminate and the Participant shall not be entitled to an Award for the applicable Performance Period.

5.      Deferral

Subject to applicable laws, including, without limitation, Section 409A, the Committee may permit a Participant to elect to defer a portion of an Award in accordance with the terms established by the Committee. A deferral election may be made by a Participant no later than six (6) months prior to the end of the performance period, provided that (i) the performance period is at least 12 months long; (ii) the Participant performs services for the Company or a Subsidiary continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the election is made; and (iii) the election to defer performance-based compensation is not made after such compensation has become readily ascertainable. For these purposes, a right to payment is treated as readily ascertainable when it is substantially certain that the Performance Target(s) related to the Performance Goal(s) will be met. The timing of any deferral election shall be further governed by the principles of and regulations under Section 409A.





6.      Effective Date

The Plan shall become effective upon its adoption by the Board. The Company intends to seek shareholder approval of the Plan. Prior to shareholder approval, the Company may grant Awards under the Plan, including Awards intended to qualify as performance based compensation under Section 162(m). If shareholder approval is not obtained at or before the first annual meeting of shareholders to occur after adoption of the Plan by Board, (including any adjournment or adjournments of the meeting), the Plan and any Awards made under the Plan shall terminate ab initio and be of no further force and effect.

7.      Amendment and Termination

Subject to applicable laws, rules, and regulations, the Board or the Committee may at any time amend, suspend, discontinue or terminate the Plan; provided, however , that no such action shall be effective without approval by the shareholders of the Company to the extent necessary to continue to qualify the amounts payable under the Plan as performance-based compensation under Section 162(m).

8.      Miscellaneous

(a) Tax Withholding.

The Company or a Subsidiary, as appropriate, may require any Participant entitled to receive a payment of an Award to remit to the Company, prior to payment, an amount sufficient to satisfy any applicable tax withholding requirements. The Company or a Subsidiary, as appropriate, shall also have the right to deduct from all cash payments made to a Participant (whether or not the cash payment is made in connection with an Award) any applicable taxes required to be withheld with respect to the cash payment.

(b) No Rights to Awards or Employment.

The Plan is not a contract between the Company and a Participant. No Participant shall have any claim or right to receive Awards under the Plan. Nothing in the Plan shall confer upon any employee of the Company or any Subsidiary any right to continued employment with the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any of its employees, in accordance with the laws of the applicable jurisdiction, at any time, with or without cause, including, without limitation, any individual who is then a Participant in the Plan.

(c) Section 409A.

If any provision of the Plan contravenes any regulations or guidance promulgated under Section 409A or could cause any Award to be subject to taxes, interest, or penalties under Section 409A, the Company may, in its sole discretion, modify the Plan to (a) comply with, or avoid being subject to, Section 409A, (b) avoid the imposition of taxes, interest, and penalties under Section 409A, or (c) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A. The Company is not obligated to modify the Plan and there is no guarantee that any payments will be exempt from interest and penalties under Section 409A. Moreover, any discretionary authority that the Board or the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent discretionary authority will contravene Section 409A.

(d) Other Compensation.

Nothing in the Plan shall preclude or limit the ability of the Company or any Subsidiary to pay any compensation to a Participant under the Company’s or the Subsidiary’s other compensation and benefit plans and programs, including without limitation any equity plan or bonus plan program or arrangement.

(e) No Limitation on Corporate Actions.

Nothing contained in the Plan shall be construed to prevent the Company or any Subsidiary from taking or not taking any corporate action, whether or not the action could have an adverse effect on any Awards made under the Plan. No Participant, beneficiary, or other person shall have any claim against the Company or any Subsidiary as a result of any corporate action that has an adverse effect on any Awards made under the Plan.





(f) Unfunded Plan.

To the extent an Award is deemed to constitute nonqualified deferred compensation within the meaning of Section 409A, the Plan is intended to constitute an unfunded plan for incentive compensation. Prior to the payment of any Award, nothing contained in the Plan shall give any Participant any rights that are greater than those of a general creditor of the Company. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan.

(g) Non-Transferability.

Except as set forth in Section 8(h), no Participant or beneficiary shall have the power or right to sell, transfer, assign, pledge, or otherwise encumber or dispose of the Participant’s interest under the Plan.

(h) Designation of Beneficiary.

A Participant may designate a beneficiary or beneficiaries to receive any payments which may be made following the Participant’s death in accordance with the Company’s policies as in effect from time to time. If a Participant does not designate a beneficiary, or the designated beneficiary or beneficiaries predeceases the Participant, any payments which may be made following the Participant’s death shall be made to the Participant’s estate.

(i) Severability.

If any provision of the Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to the unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan. Likewise, if any provision of the Plan would cause Awards not to constitute “qualified performance-based compensation” under Section 162(m) to a Covered Employee, that provision shall be severed from, and shall be deemed not to be a part of, the Plan, but the other provisions of the Plan shall remain in full force and effect. Any specific action by the Committee that would violate Section 162(m) shall be void.

(j) Expenses.

The costs and expenses of administering the Plan shall be borne by the Company.

(k) Governing Law.

The Plan and all actions taken thereunder shall be governed by and construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.

(l) Clawback Provisions.

Any Awards made under the Plan are subject to the Incentive Compensation Recovery Policy (the “Clawback Policy”) approved by the Board, and/or any revisions or amendments to the Clawback Policy that the Board may subsequently adopt. Participants in the Plan who are subject to the Clawback Policy acknowledge and agree by their participation in the Plan that, if the Clawback Policy is triggered, the Company will be entitled to recover any Award paid to them under this Plan in accordance with the terms and conditions of the Clawback Policy as now in existence and/or as it may be amended or revised by the Board.

9.      Definitions

For purposes of the Plan, the following terms shall be defined as follows:

“Award” means incentive compensation awarded under the Plan pursuant to Section 3.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, and the applicable rulings, regulations (including any proposed regulations) and guidance thereunder.





“Committee” means the Compensation Committee of the Board; provided, however if any member of the Compensation Committee does not qualify as an “outside director” for purposes of Section 162(m) (or any successor standard thereto), such individual shall not participate in the granting or administration of Awards intended to qualify as performance-based compensation exempt from the limitation on deductibility imposed by Section 162(m); provided, further, however , that the inadvertent participation by any member of the Committee not so qualified shall not otherwise invalidate any action or determination made by the Committee.

“Covered Employee” means any Participant that the Committee reasonably expects to be a “covered employee” within the meaning of Section 162(m) with respect to the applicable Performance Period.

“Disability” means eligibility for disability benefits under the terms of the Company’s or a Subsidiary’s long-term disability plan in effect at the time the Participant becomes disabled; provided, however, that, if payment or settlement of an Award subject to Section 409A is to be accelerated solely as a result of a Participant’s Disability, Disability shall have the meaning set forth in Section 409A.

“ EBITA ” means the Company’s earnings before interest, taxes, and amortization.

“ EBITDA ” means the Company’s earnings before interest, taxes, depreciation, and amortization.

“GAAP” means the United States Generally Accepted Accounting Principles, as in effect from time to time.

“Participant” means each executive officer and key employee of the Company or a Subsidiary whom the Committee designates as a participant under the Plan.

“Performance Goals” means the performance goals set forth in Section 3(f).

“Performance Period” means a fiscal year of the Company or such other period as may be designated by the Committee with respect to an Award.

“Performance Targets” means the performance targets related to the Performance Goals, which are established by the Committee for a Performance Period.

“Section 162(m)” means Section 162(m) of the Code, including any regulations promulgated pursuant to Section 162(m) of the Code.

“Section 409A” means Section 409A of the Code, including any regulations promulgated pursuant to Section 409(A) of the Code.

“Subsidiary” means (i) the Company’s wholly owned subsidiary Rockland Trust Company, a Massachusetts trust company chartered in 1907; (ii) any other corporation or other entity with respect to which the Company, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation’s board of directors or analogous governing body or and (iii) any other corporation or other entity in which the Company, directly or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of the Plan.




Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher Oddleifson, certify that:
1. I have reviewed this annual report on Form 10-Q of Independent Bank Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 4, 2017

/s/ CHRISTOPHER ODDLEIFSON
Christopher Oddleifson
Chief Executive Officer



Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Cozzone:
1. I have reviewed this annual report on Form 10-Q of Independent Bank Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 4, 2017

/s/  ROBERT D. COZZONE
Robert D. Cozzone
Chief Financial Officer and Treasurer



Exhibit 32.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Independent Bank Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2017 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the undersigned’s best knowledge and belief:
(a)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
(b)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 4, 2017

Independent Bank Corp.
(“Company”)
 
/s/ C HRISTOPHER  O DDLEIFSON
Christopher Oddleifson
Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to Independent Bank Corp. and will be retained by Independent Bank Corp. and furnished to the Securities and Exchange Commission or its staff upon request.





Exhibit 32.2

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Independent Bank Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2017 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the undersigned’s best knowledge and belief:
(a)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
(b)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 4, 2017

Independent Bank Corp.
(“Company”)
 
/s/  ROBERT D. COZZONE
Robert D. Cozzone
Chief Financial Officer and Treasurer
A signed original of this written statement required by Section 906 has been provided to Independent Bank Corp. and will be retained by Independent Bank Corp. and furnished to the Securities and Exchange Commission or its staff upon request.