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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Massachusetts
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04-2870273
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Office Address: 2036 Washington Street,
Hanover, Massachusetts
Mailing Address: 288 Union Street,
Rockland, Massachusetts
(Address of principal executive offices)
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02339
02370
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.0l par value per share
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NASDAQ Global Select Market
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Large Accelerated Filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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INDEPENDENT BANK CORP.
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2018 ANNUAL REPORT ON FORM 10-K
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TABLE OF CONTENTS
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Page #
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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INDEPENDENT BANK CORP.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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||
•
|
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 or volatility 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;
|
•
|
inability to raise capital on terms that are favorable;
|
•
|
additional regulatory oversight and additional costs associated with the Company's anticipated increase in assets to over $10 billion;
|
•
|
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 the Company’s 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, including changes to industry accepted delivery models driven by a migration to the internet as a means of service delivery;
|
•
|
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 a delay in consummating the acquisition of Blue Hills Bancorp, which is subject to certain standard conditions, including regulatory approval;
|
•
|
the inability to realize expected synergies from merger transactions in the amounts or in the timeframes anticipated;
|
•
|
inability to retain customers and employees, including those acquired in the MNB Bancorp and Blue Hills Bancorp, Inc. acquisitions;
|
•
|
the effect of laws and regulations regarding the financial services industry including, but not limited to, the Dodd-Frank Wall Street Reform and the Consumer Protection Act and regulatory uncertainty surrounding these laws and regulations;
|
•
|
changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to the Company’s business;
|
•
|
the impact of the U.S. Government shutdown;
|
•
|
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.
|
•
|
Five Massachusetts security corporations, namely Rockland Borrowing Collateral Securities Corp., Rockland Deposit Collateral Securities Corp., Taunton Avenue Securities Corp., Goddard Ave Securities Corp. and MFLR Securities Corporation;
|
•
|
Rockland Trust Community Development Corporation, which has two wholly-owned subsidiaries, Rockland Trust Community Development LLC and Rockland Trust Community Development Corporation II, and which also serves as the manager of three Limited Liability Company subsidiaries wholly-owned by the Bank, Rockland Trust Community Development III LLC, Rockland Trust Community Development IV LLC, and Rockland Trust Community Development V LLC, which are all qualified as community development entities under federal New Markets Tax Credit Program criteria;
|
•
|
Rockland MHEF Fund LLC, established as a wholly-owned subsidiary of Rockland Trust, created with Massachusetts Housing Equity Fund, Inc. as the third party nonmember manager and established to invest in certain low-income housing tax credit projects;
|
•
|
RTC LIHTC Investments LLC, established to invest primarily in Massachusetts-based low-income housing tax credit projects;
|
•
|
Rockland Trust Phoenix LLC, formed for the purpose of holding, maintaining, and disposing of certain foreclosed properties;
|
•
|
Bright Rock Capital Management LLC, which was established to act as a registered investment advisor under the Investment Advisors Act of 1940; and
|
•
|
Compass Exchange Advisors LLC, which provides like-kind exchange services pursuant to section 1031 of the Internal Revenue Code.
|
|
As of
|
|
% of Total
Loans
|
|
% of Total Interest Income
Generated For the Years Ended
December 31,
|
||||||||||
|
December 31, 2018
|
2018
|
|
2017
|
|
2016
|
|||||||||
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||
Commercial
|
$
|
4,874,718
|
|
|
70.6
|
%
|
|
67.1
|
%
|
|
67.0
|
%
|
|
66.8
|
%
|
Consumer real estate
|
2,015,378
|
|
|
29.2
|
%
|
|
23.6
|
%
|
|
24.0
|
%
|
|
23.7
|
%
|
|
Other consumer
|
16,098
|
|
|
0.2
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
0.5
|
%
|
|
Total
|
$
|
6,906,194
|
|
|
100.0
|
%
|
|
91.0
|
%
|
|
91.3
|
%
|
|
91.0
|
%
|
|
Bank
|
|
Holding Company
|
||||||||||
|
Total Risk-Based Ratio
|
|
Tier 1 Risk-Based Ratio
|
|
Common Equity Tier 1 Capital
|
Tier 1 Leverage Capital Ratio
|
|
Total Risk-Based Ratio
|
|
Tier 1 Risk-Based Ratio
|
|
Common Equity Tier 1 Capital
|
Tier 1 Leverage Capital Ratio
|
Category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Well capitalized
|
> 10%
|
and
|
> 8%
|
and
|
> 6.5%
|
> 5%
|
|
n/a
|
|
n/a
|
|
> 6.5%
|
n/a
|
Adequately capitalized
|
> 8%
|
and
|
> 6%
|
and
|
> 4.5%
|
> 4%
|
|
> 8%
|
and
|
> 6%
|
and
|
> 4.5%
|
> 4%
|
Undercapitalized
|
< 8%
|
or
|
< 6%
|
or
|
< 4.5%
|
< 4%
|
|
< 8%
|
or
|
< 6%
|
or
|
n/a
|
< 4%
|
Significantly undercapitalized
|
< 6%
|
or
|
< 4%
|
or
|
< 3%
|
< 3%
|
|
n/a
|
|
n/a
|
|
n/a
|
n/a
|
•
|
to an amount equal to 10% of the bank’s capital and surplus, in the case of covered transactions with any one affiliate; and
|
•
|
to an amount equal to 20% of the bank’s capital and surplus, in the case of covered transactions with all affiliates.
|
•
|
a loan or extension of credit to an affiliate;
|
•
|
a purchase of, or an investment in, securities issued by an affiliate;
|
•
|
a purchase of assets from an affiliate, with some exceptions;
|
•
|
the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any party; and
|
•
|
the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.
|
•
|
a bank and its subsidiaries may not purchase a low-quality asset from an affiliate;
|
•
|
covered transactions and other specified transactions between a bank or its subsidiaries and an affiliate must be on terms and conditions that are consistent with safe and sound banking practices; and
|
•
|
with some exceptions, each loan or extension of credit by a bank to an affiliate must be secured by collateral with a market value ranging from 100% to 130%, depending on the type of collateral, of the amount of the loan or extension of credit.
|
•
|
eliminated the federal prohibitions on paying interest on demand deposits, thus allowing businesses to have interest-bearing checking accounts.
|
•
|
broadened the base for Federal Deposit Insurance Corporation insurance assessments. The Dodd-Frank Act also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor.
|
•
|
requires publicly traded companies to give stockholders a nonbinding vote on executive compensation and so-called “golden parachute” payments. The Company provides its shareholders with the opportunity to vote on executive compensation every year.
|
•
|
broadened the scope of derivative instruments, and the Company is subject to increased regulation of its derivative business, including record-keeping, reporting requirements, and heightened supervision.
|
•
|
created a new Consumer Financial Protection Bureau (“CFPB”) with broad powers to supervise and enforce consumer protection laws. If and when the Bank exceeds $10 billion in assets, it will become subject to supervision by the CFPB. Until such time, the Bank, and other banks and savings institutions with $10 billion or less in assets, will continue to be examined for compliance with consumer laws by their primary bank regulators. The Bank anticipates that it will cross the $10 billion threshold upon the closing of the merger of Blue Hills Bank with and into the Bank and will thus become subject to regulation by the CFPB.
|
•
|
debit card and interchange fees must be reasonable and proportional to the issuer’s cost for processing the transaction.
|
•
|
Truth-In-Lending Act and Regulation Z, governing disclosures of credit terms to consumer borrowers;
|
•
|
Home Mortgage Disclosure Act and Regulation C, requiring financial institutions to provide certain information about home mortgage and refinanced loans;
|
•
|
Equal Credit Opportunity Act and Regulation B, prohibiting discrimination on the basis of race, sex, or other prohibited factors in extending credit;
|
•
|
Fair Credit Reporting Act and Regulation V, governing the provision of consumer information to credit reporting agencies and the use of consumer information; and
|
•
|
Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection agencies.
|
•
|
The Truth in Savings Act and Regulation DD, which requires disclosure of deposit terms to consumers;
|
•
|
Regulation CC, which relates to the availability of deposit funds to consumers;
|
•
|
The Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and
|
•
|
Electronic Funds Transfer Act and Regulation E, governing automatic deposits to, and withdrawals from, deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.
|
|
2018
|
||||||||||
|
High
|
|
Low
|
|
Dividend
|
||||||
4th Quarter
|
$
|
84.39
|
|
|
$
|
67.22
|
|
|
$
|
0.38
|
|
3rd Quarter
|
92.40
|
|
|
78.50
|
|
|
0.38
|
|
|||
2nd Quarter
|
82.90
|
|
|
70.10
|
|
|
0.38
|
|
|||
1st Quarter
|
75.55
|
|
|
68.60
|
|
|
0.38
|
|
|||
|
|
|
|
|
|
||||||
|
2017
|
||||||||||
|
High
|
|
Low
|
|
Dividend
|
||||||
4th Quarter
|
$
|
76.15
|
|
|
$
|
67.90
|
|
|
$
|
0.32
|
|
3rd Quarter
|
74.65
|
|
|
66.15
|
|
|
0.32
|
|
|||
2nd Quarter
|
67.35
|
|
|
60.45
|
|
|
0.32
|
|
|||
1st Quarter
|
71.45
|
|
|
60.35
|
|
|
0.32
|
|
|
Issuer Purchases of Equity Securities
|
|||||||||||
Period
|
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
|
|||||
October 1 to October 31, 2018
|
108
|
|
|
$
|
81.85
|
|
|
—
|
|
|
—
|
|
November 1 to November 30, 2018
|
135
|
|
|
79.10
|
|
|
—
|
|
|
—
|
|
|
December 1 to December 31, 2018
|
108
|
|
|
74.68
|
|
|
—
|
|
|
—
|
|
|
Total
|
351
|
|
|
|
|
—
|
|
|
—
|
|
(1)
|
Shares repurchased relate to the surrendering of mature shares for the exercise and/or vesting of stock compensation grants and related tax withholding.
|
(2)
|
The Company does not currently have a stock repurchase program or plan in place.
|
|
As of or for the Years Ended December 31
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||
Financial condition data
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities
|
$
|
1,075,223
|
|
|
$
|
946,510
|
|
|
$
|
851,524
|
|
|
$
|
845,112
|
|
|
$
|
724,007
|
|
Loans
|
6,906,194
|
|
|
6,355,553
|
|
|
5,999,605
|
|
|
5,547,721
|
|
|
4,970,733
|
|
|||||
Allowance for loan losses
|
(64,293
|
)
|
|
(60,643
|
)
|
|
(61,566
|
)
|
|
(55,825
|
)
|
|
(55,100
|
)
|
|||||
Goodwill and other intangibles
|
271,355
|
|
|
241,147
|
|
|
231,374
|
|
|
212,909
|
|
|
180,306
|
|
|||||
Total assets
|
8,851,592
|
|
|
8,082,029
|
|
|
7,709,375
|
|
|
7,209,469
|
|
|
6,364,318
|
|
|||||
Deposits
|
7,427,120
|
|
|
6,729,253
|
|
|
6,412,253
|
|
|
5,990,703
|
|
|
5,210,466
|
|
|||||
Borrowings
|
258,707
|
|
|
323,698
|
|
|
335,474
|
|
|
343,933
|
|
|
406,061
|
|
|||||
Stockholders’ equity
|
1,073,490
|
|
|
943,809
|
|
|
864,690
|
|
|
771,463
|
|
|
640,527
|
|
|||||
Nonperforming loans
|
45,418
|
|
|
49,638
|
|
|
57,407
|
|
|
27,690
|
|
|
27,512
|
|
|||||
Nonperforming assets
|
45,418
|
|
|
50,250
|
|
|
61,580
|
|
|
29,849
|
|
|
38,894
|
|
|||||
Operating data
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
323,701
|
|
|
$
|
277,194
|
|
|
$
|
246,637
|
|
|
$
|
235,545
|
|
|
$
|
216,459
|
|
Interest expense
|
25,536
|
|
|
18,334
|
|
|
18,793
|
|
|
20,617
|
|
|
20,417
|
|
|||||
Net interest income
|
298,165
|
|
|
258,860
|
|
|
227,844
|
|
|
214,928
|
|
|
196,042
|
|
|||||
Provision for loan losses
|
4,775
|
|
|
2,950
|
|
|
6,075
|
|
|
1,500
|
|
|
10,403
|
|
|||||
Noninterest income
|
88,505
|
|
|
82,994
|
|
|
82,428
|
|
|
75,888
|
|
|
69,943
|
|
|||||
Noninterest expenses
|
225,969
|
|
|
204,359
|
|
|
192,122
|
|
|
197,138
|
|
|
171,838
|
|
|||||
Net income
|
121,622
|
|
|
87,204
|
|
|
76,648
|
|
|
64,960
|
|
|
59,845
|
|
|||||
Per share data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income — basic
|
$
|
4.41
|
|
|
$
|
3.19
|
|
|
2.90
|
|
|
2.51
|
|
|
2.50
|
|
|||
Net income — diluted
|
4.40
|
|
|
3.19
|
|
|
2.90
|
|
|
2.50
|
|
|
2.49
|
|
|||||
Cash dividends declared
|
1.52
|
|
|
1.28
|
|
|
1.16
|
|
|
1.04
|
|
|
0.96
|
|
|||||
Book value
|
38.23
|
|
|
34.38
|
|
|
32.02
|
|
|
29.40
|
|
|
26.69
|
|
|||||
Tangible book value (1)
|
28.57
|
|
|
25.60
|
|
|
23.45
|
|
|
21.29
|
|
|
19.18
|
|
|||||
Performance ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
1.46
|
%
|
|
1.11
|
%
|
|
1.04
|
%
|
|
0.93
|
%
|
|
0.95
|
%
|
|||||
Return on average common equity
|
12.31
|
%
|
|
9.55
|
%
|
|
9.43
|
%
|
|
8.79
|
%
|
|
9.66
|
%
|
|||||
Net interest margin (on a fully tax equivalent basis)
|
3.91
|
%
|
|
3.60
|
%
|
|
3.40
|
%
|
|
3.42
|
%
|
|
3.45
|
%
|
|||||
Dividend payout ratio
|
33.03
|
%
|
|
39.04
|
%
|
|
38.76
|
%
|
|
40.29
|
%
|
|
37.50
|
%
|
|||||
Asset quality ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonperforming loans as a percent of gross loans
|
0.66
|
%
|
|
0.78
|
%
|
|
0.96
|
%
|
|
0.50
|
%
|
|
0.55
|
%
|
|||||
Nonperforming assets as a percent of total assets
|
0.51
|
%
|
|
0.62
|
%
|
|
0.80
|
%
|
|
0.41
|
%
|
|
0.61
|
%
|
|||||
Allowance for loan losses as a percent of total loans
|
0.93
|
%
|
|
0.95
|
%
|
|
1.03
|
%
|
|
1.01
|
%
|
|
1.11
|
%
|
|||||
Allowance for loan losses as a percent of nonperforming loans
|
141.56
|
%
|
|
122.17
|
%
|
|
107.24
|
%
|
|
201.61
|
%
|
|
200.28
|
%
|
|||||
Capital ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity to assets
|
12.13
|
%
|
|
11.68
|
%
|
|
11.22
|
%
|
|
10.70
|
%
|
|
10.06
|
%
|
|||||
Tangible equity to tangible assets (1)
|
9.35
|
%
|
|
8.96
|
%
|
|
8.47
|
%
|
|
7.98
|
%
|
|
7.44
|
%
|
|||||
Tier 1 leverage capital ratio
|
10.69
|
%
|
|
10.04
|
%
|
|
9.77
|
%
|
|
9.33
|
%
|
|
8.84
|
%
|
|||||
Common equity tier 1 capital ratio
|
11.92
|
%
|
|
11.20
|
%
|
|
10.82
|
%
|
|
10.44
|
%
|
|
n/a
|
|
|||||
Tier 1 risk-based capital ratio
|
12.99
|
%
|
|
12.31
|
%
|
|
11.99
|
%
|
|
11.71
|
%
|
|
10.88
|
%
|
|||||
Total risk-based capital ratio
|
14.45
|
%
|
|
13.82
|
%
|
|
13.60
|
%
|
|
13.36
|
%
|
|
13.15
|
%
|
•
|
Loan and deposit growth, barring significant competitive changes, in line with recent experience of mid-single digit growth and generally consistent with economic growth;
|
•
|
Assuming no further rate increases the full year NIM should be 10 to 15 basis points higher than 2018, with deposit costs increasing another 3 to 5 basis points in the first quarter;
|
•
|
Both non-interest income and non-interest expense are expected to increase at a low to mid-single digit rate when excluding noncore items;
|
•
|
Regarding credit quality, while management expects the credit picture for the Company to remain benign in the short term, eventual deterioration is likely inevitable;
|
•
|
Excluding the impact of noncore items, the tax rate is expected to increase to approximately 25% in 2019.
|
|
|
||||||||||||||
|
Net Income
|
|
Diluted Earnings Per Share
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Dollars in thousands, except per share data)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Net income available to common shareholders (GAAP)
|
$
|
121,622
|
|
|
$
|
87,204
|
|
|
$
|
4.40
|
|
|
$
|
3.19
|
|
Non-GAAP adjustments
|
|
|
|
|
|
|
|
||||||||
Noninterest expense components
|
|
|
|
|
|
|
|
||||||||
Merger and acquisition expenses
|
11,168
|
|
|
3,393
|
|
|
0.40
|
|
|
0.12
|
|
||||
Total impact of noncore items
|
11,168
|
|
|
3,393
|
|
|
0.40
|
|
|
0.12
|
|
||||
Less - net tax benefit associated with noncore items (1)
|
(2,967
|
)
|
|
(1,241
|
)
|
|
(0.11
|
)
|
|
(0.05
|
)
|
||||
2017 Tax Act: revaluation of net deferred tax assets
|
—
|
|
|
1,895
|
|
|
$
|
—
|
|
|
0.07
|
|
|||
2017 Tax Act: revaluation of LIHTC investments
|
—
|
|
|
466
|
|
|
$
|
—
|
|
|
0.02
|
|
|||
Total tax impact
|
(2,967
|
)
|
|
1,120
|
|
|
$
|
(0.11
|
)
|
|
0.04
|
|
|||
Noncore items, net of tax
|
$
|
8,201
|
|
|
$
|
4,513
|
|
|
$
|
0.29
|
|
|
$
|
0.16
|
|
Net operating earnings (Non-GAAP)
|
$
|
129,823
|
|
|
$
|
91,717
|
|
|
$
|
4.69
|
|
|
$
|
3.35
|
|
(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 only to those items included in net taxable income.
|
|
Years Ended December 31
|
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
(1)
|
||||||||||
|
(Dollars in thousands)
|
|
||||||||||||||||||
Net interest income
|
$
|
298,165
|
|
|
$
|
258,860
|
|
|
$
|
227,844
|
|
|
$
|
214,928
|
|
|
$
|
196,042
|
|
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest income (GAAP)
|
$
|
88,505
|
|
|
$
|
82,994
|
|
|
$
|
82,428
|
|
|
$
|
75,888
|
|
|
$
|
69,943
|
|
(b)
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on sale of fixed income securities
|
—
|
|
|
—
|
|
|
—
|
|
|
798
|
|
|
121
|
|
|
|||||
Noninterest income on an operating basis (non-GAAP)
|
$
|
88,505
|
|
|
$
|
82,994
|
|
|
$
|
82,428
|
|
|
$
|
75,090
|
|
|
$
|
69,822
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest expense (GAAP)
|
$
|
225,969
|
|
|
$
|
204,359
|
|
|
$
|
192,122
|
|
|
$
|
197,138
|
|
|
$
|
171,838
|
|
(d)
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impairment on acquired facilities
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
524
|
|
|
|||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
437
|
|
|
122
|
|
|
—
|
|
|
|||||
Loss on sale of fixed income securities
|
—
|
|
|
—
|
|
|
—
|
|
|
1,124
|
|
|
21
|
|
|
|||||
Loss on termination of derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,122
|
|
|
|||||
Merger & acquisition expenses
|
11,168
|
|
|
3,393
|
|
|
5,455
|
|
|
10,501
|
|
|
1,339
|
|
|
|||||
Noninterest expense on an operating basis (non-GAAP)
|
$
|
214,801
|
|
|
$
|
200,966
|
|
|
$
|
186,230
|
|
|
$
|
185,282
|
|
|
$
|
168,832
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue (GAAP)
|
$
|
386,670
|
|
|
$
|
341,854
|
|
|
$
|
310,272
|
|
|
$
|
290,816
|
|
|
$
|
265,985
|
|
(a+b)
|
Total operating revenue (non-GAAP)
|
$
|
386,670
|
|
|
$
|
341,854
|
|
|
$
|
310,272
|
|
|
$
|
290,018
|
|
|
$
|
265,864
|
|
(a+c)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio (GAAP)
|
58.44
|
%
|
|
59.78
|
%
|
|
61.92
|
%
|
|
67.79
|
%
|
|
64.60
|
%
|
(d/(a+b))
|
|||||
Efficiency ratio on an operating basis (non-GAAP)
|
55.55
|
%
|
|
58.79
|
%
|
|
60.02
|
%
|
|
63.89
|
%
|
|
63.50
|
%
|
(e/(a+c))
|
(1)
|
When previously reported, 2014 amounts included a noninterest income adjustment for gains on life insurance benefits of $2.0 million. In 2018, management determined that these amounts should be considered part of the core earnings of the business, therefore 2014 amounts have been adjusted to align with current period presentation.
|
|
December 31
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Fair value of securities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. government agency securities
|
$
|
32,038
|
|
|
7.2
|
%
|
|
$
|
35,430
|
|
|
7.9
|
%
|
|
$
|
24,244
|
|
|
6.7
|
%
|
Agency mortgage-backed securities
|
220,105
|
|
|
49.7
|
%
|
|
215,764
|
|
|
48.2
|
%
|
|
175,384
|
|
|
48.2
|
%
|
|||
Agency collateralized mortgage obligations
|
134,911
|
|
|
30.5
|
%
|
|
122,012
|
|
|
27.3
|
%
|
|
99,868
|
|
|
27.5
|
%
|
|||
State, county and municipal securities
|
1,735
|
|
|
0.4
|
%
|
|
2,274
|
|
|
0.5
|
%
|
|
3,793
|
|
|
1.0
|
%
|
|||
Single issuer trust preferred securities issued by banks
|
707
|
|
|
0.2
|
%
|
|
2,016
|
|
|
0.4
|
%
|
|
2,311
|
|
|
0.6
|
%
|
|||
Pooled trust preferred securities issued by banks and insurers
|
1,329
|
|
|
0.3
|
%
|
|
1,640
|
|
|
0.4
|
%
|
|
1,584
|
|
|
0.4
|
%
|
|||
Small business administration pooled securities
|
51,927
|
|
|
11.7
|
%
|
|
47,778
|
|
|
10.7
|
%
|
|
37,189
|
|
|
10.2
|
%
|
|||
Equity securities(1)
|
—
|
|
|
—
|
%
|
|
20,584
|
|
|
4.6
|
%
|
|
19,271
|
|
|
5.4
|
%
|
|||
Total fair value of securities available for sale
|
442,752
|
|
|
100.0
|
%
|
|
447,498
|
|
|
100.0
|
%
|
|
363,644
|
|
|
100.0
|
%
|
|||
Amortized Cost of Securities Held to Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. treasury securities
|
1,004
|
|
|
0.2
|
%
|
|
1,006
|
|
|
0.2
|
%
|
|
1,007
|
|
|
0.2
|
%
|
|||
Agency mortgage-backed securities
|
252,484
|
|
|
41.3
|
%
|
|
204,768
|
|
|
41.1
|
%
|
|
156,088
|
|
|
32.0
|
%
|
|||
Agency collateralized mortgage obligations
|
332,775
|
|
|
54.4
|
%
|
|
262,998
|
|
|
52.9
|
%
|
|
297,445
|
|
|
61.1
|
%
|
|||
Single issuer trust preferred securities issued by banks
|
1,500
|
|
|
0.2
|
%
|
|
1,500
|
|
|
0.3
|
%
|
|
1,500
|
|
|
0.3
|
%
|
|||
Small business administration pooled securities
|
23,727
|
|
|
3.9
|
%
|
|
27,416
|
|
|
5.5
|
%
|
|
31,036
|
|
|
6.4
|
%
|
|||
Total amortized cost of securities held to maturity
|
611,490
|
|
|
100.0
|
%
|
|
497,688
|
|
|
100.0
|
%
|
|
487,076
|
|
|
100.0
|
%
|
|||
Total
|
$
|
1,054,242
|
|
|
|
|
$
|
945,186
|
|
|
|
|
$
|
850,720
|
|
|
|
(1)
|
These securities are no longer classified as available for sale due to a change in accounting guidance effective January 1, 2018.
|
|
Within One Year
|
|
One Year to Five Years
|
|
Five Years to Ten Years
|
|
Over Ten Years
|
|
Total
|
|||||||||||||||||||||||||
|
Amount
|
|
Weighted
Average
Yield
|
|
Amount
|
|
Weighted
Average
Yield
|
|
Amount
|
|
Weighted
Average
Yield
|
|
Amount
|
|
Weighted
Average
Yield
|
|
Amount
|
|
Weighted
Average
Yield
|
|||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||||||
Fair value of securities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. government agency securities
|
$
|
—
|
|
|
—
|
%
|
|
$
|
19,903
|
|
|
2.1
|
%
|
|
$
|
12,135
|
|
|
2.6
|
%
|
|
$
|
—
|
|
|
—
|
|
|
$
|
32,038
|
|
|
2.3
|
%
|
Agency mortgage-backed securities
|
90
|
|
|
4.5
|
%
|
|
51,761
|
|
|
2.4
|
%
|
|
88,402
|
|
|
2.7
|
%
|
|
79,852
|
|
|
2.9
|
%
|
|
220,105
|
|
|
2.7
|
%
|
|||||
Agency collateralized mortgage obligations
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
134,911
|
|
|
2.5
|
%
|
|
134,911
|
|
|
2.5
|
%
|
|||||
State, county and municipal securities
|
—
|
|
|
—
|
|
|
771
|
|
|
3.4
|
%
|
|
964
|
|
|
2.8
|
%
|
|
—
|
|
|
—
|
|
|
1,735
|
|
|
3.1
|
%
|
|||||
Single issuer trust preferred securities issued by banks
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
707
|
|
|
6.0
|
%
|
|
707
|
|
|
6.0
|
%
|
|||||
Pooled trust preferred securities issued by banks and insurers
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,329
|
|
|
2.8
|
%
|
|
1,329
|
|
|
2.8
|
%
|
|||||
Small business administration pooled securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,927
|
|
|
2.7
|
%
|
|
51,927
|
|
|
2.7
|
%
|
|||||
Total fair value of securities available for sale
|
90
|
|
|
4.5
|
%
|
|
72,435
|
|
|
2.4
|
%
|
|
101,501
|
|
|
2.7
|
%
|
|
268,726
|
|
|
2.7
|
%
|
|
442,752
|
|
|
2.7
|
%
|
|||||
Amortized cost of securities held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury securities
|
—
|
|
|
—
|
|
|
1,004
|
|
|
3.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,004
|
|
|
3.0
|
%
|
|||||
Agency mortgage-backed securities
|
—
|
|
|
—
|
|
|
12,098
|
|
|
2.3
|
%
|
|
35,703
|
|
|
2.5
|
%
|
|
204,683
|
|
|
3.0
|
%
|
|
252,484
|
|
|
2.9
|
%
|
|||||
Agency collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
735
|
|
|
3.0
|
%
|
|
332,040
|
|
|
2.6
|
%
|
|
332,775
|
|
|
2.6
|
%
|
|||||
Single issuer trust preferred securities issued by banks
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
8.3
|
%
|
|
—
|
|
|
—
|
%
|
|
1,500
|
|
|
8.3
|
%
|
|||||
Small business administration pooled securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,727
|
|
|
2.6
|
%
|
|
23,727
|
|
|
2.6
|
%
|
|||||
Total amortized cost of securities held to maturity
|
—
|
|
|
—
|
%
|
|
13,102
|
|
|
2.4
|
%
|
|
37,938
|
|
|
2.7
|
%
|
|
560,450
|
|
|
2.8
|
%
|
|
611,490
|
|
|
2.7
|
%
|
|||||
Total
|
$
|
90
|
|
|
4.5
|
%
|
|
$
|
85,537
|
|
|
2.4
|
%
|
|
$
|
139,439
|
|
|
2.7
|
%
|
|
$
|
829,176
|
|
|
2.7
|
%
|
|
$
|
1,054,242
|
|
|
2.7
|
%
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Held in portfolio
|
$
|
182,401
|
|
|
$
|
144,482
|
|
|
$
|
118,735
|
|
Sold or held for sale in the secondary market
|
190,192
|
|
|
231,437
|
|
|
304,402
|
|
|||
Total closed loans
|
$
|
372,593
|
|
|
$
|
375,919
|
|
|
$
|
423,137
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Beginning balance
|
$
|
1,697
|
|
|
$
|
2,048
|
|
Acquired portfolio
|
37
|
|
|
28
|
|
||
Amortization
|
(301
|
)
|
|
(404
|
)
|
||
Change in valuation allowance
|
12
|
|
|
25
|
|
||
Ending balance
|
$
|
1,445
|
|
|
$
|
1,697
|
|
|
December 31
|
|
December 31
|
|
Milford Bancorp
|
|
Organic
|
|
Organic
|
|||||||||
|
2018
|
|
2017
|
|
Acquisition
|
|
Growth/(Decline) $
|
|
Growth/(Decline) %
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||
Commercial and industrial
|
$
|
1,093,629
|
|
|
$
|
888,528
|
|
|
$
|
44,929
|
|
|
$
|
160,172
|
|
|
18.0
|
%
|
Commercial real estate
|
3,251,248
|
|
|
3,116,561
|
|
|
112,922
|
|
|
21,765
|
|
|
0.7
|
%
|
||||
Commercial construction
|
365,165
|
|
|
401,797
|
|
|
16,497
|
|
|
(53,129
|
)
|
|
(13.2
|
)%
|
||||
Small business
|
164,676
|
|
|
132,370
|
|
|
12,589
|
|
|
19,717
|
|
|
14.9
|
%
|
||||
Residential real estate
|
923,294
|
|
|
754,329
|
|
|
95,705
|
|
|
73,260
|
|
|
9.7
|
%
|
||||
Home equity
|
1,092,084
|
|
|
1,052,088
|
|
|
7,692
|
|
|
32,304
|
|
|
3.1
|
%
|
||||
Other consumer
|
16,098
|
|
|
9,880
|
|
|
3,164
|
|
|
3,054
|
|
|
30.9
|
%
|
||||
Total loans
|
$
|
6,906,194
|
|
|
$
|
6,355,553
|
|
|
$
|
293,498
|
|
|
$
|
257,143
|
|
|
4.0
|
%
|
|
December 31
|
|||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||||||||
Commercial and industrial
|
$
|
1,093,629
|
|
|
15.8
|
%
|
|
$
|
888,528
|
|
|
14.0
|
%
|
|
$
|
902,053
|
|
|
15.0
|
%
|
|
$
|
843,276
|
|
|
15.2
|
%
|
|
$
|
860,839
|
|
|
17.3
|
%
|
Commercial real estate
|
3,251,248
|
|
|
47.1
|
%
|
|
3,116,561
|
|
|
48.9
|
%
|
|
3,010,798
|
|
|
50.3
|
%
|
|
2,653,434
|
|
|
47.8
|
%
|
|
2,347,323
|
|
|
47.2
|
%
|
|||||
Commercial construction
|
365,165
|
|
|
5.3
|
%
|
|
401,797
|
|
|
6.3
|
%
|
|
320,391
|
|
|
5.3
|
%
|
|
373,368
|
|
|
6.7
|
%
|
|
265,994
|
|
|
5.4
|
%
|
|||||
Small business
|
164,676
|
|
|
2.4
|
%
|
|
132,370
|
|
|
2.1
|
%
|
|
122,726
|
|
|
2.0
|
%
|
|
96,246
|
|
|
1.7
|
%
|
|
85,247
|
|
|
1.7
|
%
|
|||||
Residential real estate
|
923,294
|
|
|
13.4
|
%
|
|
754,329
|
|
|
11.9
|
%
|
|
644,426
|
|
|
10.7
|
%
|
|
638,606
|
|
|
11.5
|
%
|
|
530,259
|
|
|
10.7
|
%
|
|||||
Home equity
|
1,092,084
|
|
|
15.8
|
%
|
|
1,052,088
|
|
|
16.6
|
%
|
|
988,147
|
|
|
16.5
|
%
|
|
927,803
|
|
|
16.8
|
%
|
|
863,863
|
|
|
17.4
|
%
|
|||||
Other consumer
|
16,098
|
|
|
0.2
|
%
|
|
9,880
|
|
|
0.2
|
%
|
|
11,064
|
|
|
0.2
|
%
|
|
14,988
|
|
|
0.3
|
%
|
|
17,208
|
|
|
0.3
|
%
|
|||||
Gross loans
|
6,906,194
|
|
|
100.0
|
%
|
|
6,355,553
|
|
|
100.0
|
%
|
|
5,999,605
|
|
|
100.0
|
%
|
|
5,547,721
|
|
|
100.0
|
%
|
|
4,970,733
|
|
|
100.0
|
%
|
|||||
Allowance for loan losses
|
(64,293
|
)
|
|
|
|
(60,643
|
)
|
|
|
|
(61,566
|
)
|
|
|
|
(55,825
|
)
|
|
|
|
(55,100
|
)
|
|
|
||||||||||
Net loans
|
$
|
6,841,901
|
|
|
|
|
$
|
6,294,910
|
|
|
|
|
$
|
5,938,039
|
|
|
|
|
$
|
5,491,896
|
|
|
|
|
$
|
4,915,633
|
|
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||||||
|
Commercial
|
|
Commercial
Real Estate
|
|
Commercial
Construction (1)
|
|
Small
Business
|
|
Residential
Real Estate
|
|
Home Equity
|
|
Consumer
Other
|
|
Total
|
||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
Amounts due in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
One year or less
|
$
|
213,148
|
|
|
$
|
683,894
|
|
|
$
|
116,213
|
|
|
$
|
48,703
|
|
|
$
|
45,608
|
|
|
$
|
28,212
|
|
|
$
|
11,605
|
|
|
$
|
1,147,383
|
|
After one year through five years
|
522,066
|
|
|
1,506,851
|
|
|
166,903
|
|
|
62,829
|
|
|
118,786
|
|
|
115,436
|
|
|
2,335
|
|
|
2,495,206
|
|
||||||||
Beyond five years
|
358,415
|
|
|
1,060,503
|
|
|
82,049
|
|
|
53,144
|
|
|
758,900
|
|
|
948,436
|
|
|
2,158
|
|
|
3,263,605
|
|
||||||||
Total
|
$
|
1,093,629
|
|
|
$
|
3,251,248
|
|
|
$
|
365,165
|
|
|
$
|
164,676
|
|
|
$
|
923,294
|
|
|
$
|
1,092,084
|
|
|
$
|
16,098
|
|
|
$
|
6,906,194
|
|
Interest rate terms on amounts due after one year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
$
|
485,562
|
|
|
$
|
765,083
|
|
|
$
|
80,435
|
|
|
$
|
64,596
|
|
|
$
|
674,830
|
|
|
$
|
383,410
|
|
|
$
|
4,493
|
|
|
$
|
2,458,409
|
|
Adjustable rate
|
$
|
394,919
|
|
|
$
|
1,802,271
|
|
|
$
|
168,517
|
|
|
$
|
51,377
|
|
|
$
|
202,856
|
|
|
$
|
680,462
|
|
|
$
|
—
|
|
|
$
|
3,300,402
|
|
(1)
|
Includes certain construction loans that will convert to commercial mortgages and will be reclassified to commercial real estate upon the completion of the construction phase.
|
|
December 31
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Loans accounted for on a nonaccrual basis (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
26,310
|
|
|
$
|
32,055
|
|
|
$
|
37,455
|
|
|
$
|
3,699
|
|
|
$
|
2,822
|
|
Commercial real estate
|
3,326
|
|
|
3,123
|
|
|
6,266
|
|
|
8,160
|
|
|
7,590
|
|
|||||
Small business
|
235
|
|
|
230
|
|
|
302
|
|
|
239
|
|
|
246
|
|
|||||
Residential real estate
|
8,251
|
|
|
8,129
|
|
|
7,782
|
|
|
8,795
|
|
|
8,697
|
|
|||||
Home equity
|
7,278
|
|
|
6,022
|
|
|
5,553
|
|
|
6,742
|
|
|
8,038
|
|
|||||
Other consumer
|
13
|
|
|
71
|
|
|
47
|
|
|
55
|
|
|
—
|
|
|||||
Total
|
45,413
|
|
|
49,630
|
|
|
57,405
|
|
|
27,690
|
|
|
27,393
|
|
|||||
Loans past due 90 days or more but still accruing
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential real estate (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|||||
Other consumer
|
5
|
|
|
8
|
|
|
2
|
|
|
—
|
|
|
13
|
|
|||||
Total
|
5
|
|
|
8
|
|
|
2
|
|
|
—
|
|
|
119
|
|
|||||
Total nonperforming loans
|
45,418
|
|
|
49,638
|
|
|
57,407
|
|
|
27,690
|
|
|
27,512
|
|
|||||
Nonaccrual securities (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,639
|
|
|||||
Other real estate owned
|
—
|
|
|
612
|
|
|
4,173
|
|
|
2,159
|
|
|
7,743
|
|
|||||
Total nonperforming assets
|
$
|
45,418
|
|
|
$
|
50,250
|
|
|
$
|
61,580
|
|
|
$
|
29,849
|
|
|
$
|
38,894
|
|
Nonperforming loans as a percent of gross loans
|
0.66
|
%
|
|
0.78
|
%
|
|
0.96
|
%
|
|
0.50
|
%
|
|
0.55
|
%
|
|||||
Nonperforming assets as a percent of total assets
|
0.51
|
%
|
|
0.62
|
%
|
|
0.80
|
%
|
|
0.41
|
%
|
|
0.61
|
%
|
(1)
|
Included in these amounts were TDRs on nonaccrual of $29.3 million at December 31, 2018, $6.1 million at December 31, 2017, and $5.2 million at December 31, 2016, 2015, and 2014. During the fourth quarter of 2018, nonaccrual loans associated with a large commercial loan customer that had previously declared bankruptcy were modified when a court confirmed the customer's bankruptcy reorganization plan. That revision to loan terms required the Company to deem loans associated with the customer as troubled debt restructures as of December 31, 2018 which amounted to $25.9 million.
|
(2)
|
Represents purchased credit impaired loans that are accruing interest due to expectations of future cash collections.
|
(3)
|
Amounts represent the fair value of nonaccrual securities. The Company had no nonaccrual securities in 2018, 2017, 2016, and 2015 and five nonaccrual securities in 2014.
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Nonperforming assets beginning balance
|
$
|
50,250
|
|
|
$
|
61,580
|
|
New to nonperforming
|
16,386
|
|
|
13,503
|
|
||
Loans charged-off
|
(2,597
|
)
|
|
(6,209
|
)
|
||
Loans paid-off
|
(14,286
|
)
|
|
(11,440
|
)
|
||
Loans transferred to other real estate owned/other assets
|
—
|
|
|
(564
|
)
|
||
Loans restored to accrual status
|
(3,731
|
)
|
|
(3,197
|
)
|
||
New to other real estate owned
|
—
|
|
|
564
|
|
||
Valuation write down
|
(120
|
)
|
|
(372
|
)
|
||
Sale of other real estate owned
|
(324
|
)
|
|
(3,700
|
)
|
||
Other
|
(160
|
)
|
|
85
|
|
||
Nonperforming assets ending balance
|
$
|
45,418
|
|
|
$
|
50,250
|
|
|
December 31
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Performing troubled debt restructurings
|
$
|
23,849
|
|
|
$
|
25,852
|
|
|
$
|
27,093
|
|
|
$
|
32,849
|
|
|
$
|
38,382
|
|
Nonaccrual troubled debt restructurings (1)
|
29,348
|
|
|
6,067
|
|
|
5,199
|
|
|
5,225
|
|
|
5,248
|
|
|||||
Total
|
$
|
53,197
|
|
|
$
|
31,919
|
|
|
$
|
32,292
|
|
|
$
|
38,074
|
|
|
$
|
43,630
|
|
Performing troubled debt restructurings as a % of total loans
|
0.35
|
%
|
|
0.41
|
%
|
|
0.45
|
%
|
|
0.59
|
%
|
|
0.77
|
%
|
|||||
Nonaccrual troubled debt restructurings as a % of total loans
|
0.42
|
%
|
|
0.10
|
%
|
|
0.09
|
%
|
|
0.09
|
%
|
|
0.11
|
%
|
|||||
Total troubled debt restructurings as a % of total loans
|
0.77
|
%
|
|
0.50
|
%
|
|
0.54
|
%
|
|
0.69
|
%
|
|
0.88
|
%
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
TDRs beginning balance
|
$
|
31,919
|
|
|
$
|
32,292
|
|
New to TDR status
|
28,020
|
|
|
4,943
|
|
||
Transfer to OREO
|
—
|
|
|
(322
|
)
|
||
Paydowns
|
(6,244
|
)
|
|
(4,975
|
)
|
||
Charge-offs
|
(498
|
)
|
|
(19
|
)
|
||
TDRs ending balance
|
$
|
53,197
|
|
|
$
|
31,919
|
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
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
|
$
|
2,583
|
|
|
$
|
2,461
|
|
|
$
|
1,131
|
|
The amount of interest income on nonaccrual loans and performing TDRs that was included in net income
|
$
|
1,478
|
|
|
$
|
1,826
|
|
|
$
|
1,872
|
|
|
December 31
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Average total loans
|
$
|
6,489,910
|
|
|
$
|
6,191,099
|
|
|
$
|
5,670,427
|
|
|
$
|
5,394,464
|
|
|
$
|
4,871,197
|
|
Allowance for loan losses, beginning of year
|
$
|
60,643
|
|
|
$
|
61,566
|
|
|
$
|
55,825
|
|
|
$
|
55,100
|
|
|
$
|
53,239
|
|
Charged-off loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
355
|
|
|
3,891
|
|
|
593
|
|
|
2,010
|
|
|
2,097
|
|
|||||
Commercial real estate
|
82
|
|
|
39
|
|
|
414
|
|
|
330
|
|
|
5,454
|
|
|||||
Small business
|
372
|
|
|
302
|
|
|
228
|
|
|
267
|
|
|
605
|
|
|||||
Residential real estate
|
148
|
|
|
207
|
|
|
28
|
|
|
285
|
|
|
826
|
|
|||||
Home equity
|
293
|
|
|
276
|
|
|
602
|
|
|
710
|
|
|
750
|
|
|||||
Other consumer
|
1,347
|
|
|
1,494
|
|
|
1,607
|
|
|
1,316
|
|
|
1,215
|
|
|||||
Total charged-off loans
|
2,597
|
|
|
6,209
|
|
|
3,472
|
|
|
4,918
|
|
|
10,947
|
|
|||||
Recoveries on loans previously charged-off
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
182
|
|
|
615
|
|
|
859
|
|
|
1,593
|
|
|
462
|
|
|||||
Commercial real estate
|
188
|
|
|
385
|
|
|
564
|
|
|
1,073
|
|
|
404
|
|
|||||
Small business
|
46
|
|
|
114
|
|
|
195
|
|
|
264
|
|
|
275
|
|
|||||
Residential real estate
|
12
|
|
|
31
|
|
|
299
|
|
|
133
|
|
|
424
|
|
|||||
Home equity
|
156
|
|
|
198
|
|
|
141
|
|
|
356
|
|
|
249
|
|
|||||
Other consumer
|
888
|
|
|
993
|
|
|
1,080
|
|
|
724
|
|
|
591
|
|
|||||
Total recoveries
|
1,472
|
|
|
2,336
|
|
|
3,138
|
|
|
4,143
|
|
|
2,405
|
|
|||||
Net loans charged-off (recoveries)
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
173
|
|
|
3,276
|
|
|
(266
|
)
|
|
417
|
|
|
1,635
|
|
|||||
Commercial real estate
|
(106
|
)
|
|
(346
|
)
|
|
(150
|
)
|
|
(743
|
)
|
|
5,050
|
|
|||||
Small business
|
326
|
|
|
188
|
|
|
33
|
|
|
3
|
|
|
330
|
|
|||||
Residential real estate
|
136
|
|
|
176
|
|
|
(271
|
)
|
|
152
|
|
|
402
|
|
|||||
Home equity
|
137
|
|
|
78
|
|
|
461
|
|
|
354
|
|
|
501
|
|
|||||
Other consumer
|
459
|
|
|
501
|
|
|
527
|
|
|
592
|
|
|
624
|
|
|||||
Total net loans charged-off
|
1,125
|
|
|
3,873
|
|
|
334
|
|
|
775
|
|
|
8,542
|
|
|||||
Provision for loan losses
|
4,775
|
|
|
2,950
|
|
|
6,075
|
|
|
1,500
|
|
|
10,403
|
|
|||||
Total allowances for loan losses, end of year
|
$
|
64,293
|
|
|
$
|
60,643
|
|
|
$
|
61,566
|
|
|
$
|
55,825
|
|
|
$
|
55,100
|
|
Net loans charged-off as a percent of average total loans
|
0.02
|
%
|
|
0.06
|
%
|
|
0.01
|
%
|
|
0.01
|
%
|
|
0.18
|
%
|
|||||
Allowance for loan losses as a percent of total loans
|
0.93
|
%
|
|
0.95
|
%
|
|
1.03
|
%
|
|
1.01
|
%
|
|
1.11
|
%
|
|||||
Allowance for loan losses as a percent of nonperforming loans
|
141.56
|
%
|
|
122.17
|
%
|
|
107.24
|
%
|
|
201.61
|
%
|
|
200.28
|
%
|
|
December 31
|
|||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
|
Allowance
Amount
|
|
Percent of
Loans
In
Category
To Total
Loans
|
|
Allowance
Amount
|
|
Percent of
Loans
In
Category
To Total
Loans
|
|
Allowance
Amount
|
|
Percent of
Loans
In
Category
To Total
Loans
|
|
Allowance
Amount
|
|
Percent of
Loans
In
Category
To Total
Loans
|
|
Allowance
Amount
|
|
Percent of
Loans
In
Category
To Total
Loans
|
|||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||||||
Allocated Allowance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
$
|
15,760
|
|
|
15.8
|
%
|
|
$
|
13,256
|
|
|
14.0
|
%
|
|
$
|
16,921
|
|
|
15.0
|
%
|
|
$
|
13,802
|
|
|
15.2
|
%
|
|
$
|
15,573
|
|
|
17.3
|
%
|
Commercial real estate
|
32,370
|
|
|
47.1
|
%
|
|
31,453
|
|
|
48.9
|
%
|
|
30,369
|
|
|
50.2
|
%
|
|
27,327
|
|
|
47.8
|
%
|
|
25,873
|
|
|
47.2
|
%
|
|||||
Commercial construction
|
5,158
|
|
|
5.3
|
%
|
|
5,698
|
|
|
6.3
|
%
|
|
4,522
|
|
|
5.3
|
%
|
|
5,366
|
|
|
6.7
|
%
|
|
3,945
|
|
|
5.4
|
%
|
|||||
Small business
|
1,756
|
|
|
2.4
|
%
|
|
1,577
|
|
|
2.1
|
%
|
|
1,502
|
|
|
2.1
|
%
|
|
1,264
|
|
|
1.7
|
%
|
|
1,171
|
|
|
1.7
|
%
|
|||||
Residential real estate
|
3,219
|
|
|
13.4
|
%
|
|
2,822
|
|
|
11.9
|
%
|
|
2,621
|
|
|
10.7
|
%
|
|
2,590
|
|
|
11.5
|
%
|
|
2,834
|
|
|
10.7
|
%
|
|||||
Home equity
|
5,608
|
|
|
15.8
|
%
|
|
5,390
|
|
|
16.6
|
%
|
|
5,238
|
|
|
16.5
|
%
|
|
4,889
|
|
|
16.7
|
%
|
|
4,956
|
|
|
17.4
|
%
|
|||||
Other consumer
|
422
|
|
|
0.2
|
%
|
|
447
|
|
|
0.2
|
%
|
|
393
|
|
|
0.2
|
%
|
|
587
|
|
|
0.4
|
%
|
|
748
|
|
|
0.3
|
%
|
|||||
Total
|
$
|
64,293
|
|
|
100.0
|
%
|
|
$
|
60,643
|
|
|
100.0
|
%
|
|
$
|
61,566
|
|
|
100.0
|
%
|
|
$
|
55,825
|
|
|
100.0
|
%
|
|
$
|
55,100
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
December 31
2018 |
|
December 31
2017 |
|
MNB Bancorp Acquisition
|
|
Organic Growth/(Decline) $
|
|
Organic Growth/(Decline) %
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||
Demand deposits
|
$
|
2,450,907
|
|
|
$
|
2,159,396
|
|
|
$
|
77,786
|
|
|
$
|
213,725
|
|
|
9.9
|
%
|
Savings and interest checking
|
2,865,349
|
|
|
2,599,922
|
|
|
58,441
|
|
|
206,986
|
|
|
8.0
|
%
|
||||
Money market
|
1,399,761
|
|
|
1,325,634
|
|
|
73,645
|
|
|
482
|
|
|
—
|
%
|
||||
Time certificates of deposits
|
711,103
|
|
|
644,301
|
|
|
68,332
|
|
|
(1,530
|
)
|
|
(0.2
|
)%
|
||||
Total
|
$
|
7,427,120
|
|
|
$
|
6,729,253
|
|
|
$
|
278,204
|
|
|
$
|
419,663
|
|
|
6.2
|
%
|
|
Balance
|
|
Percentage
|
|||
|
(Dollars in thousands)
|
|||||
1 to 3 months
|
$
|
54,475
|
|
|
15.5
|
%
|
4 to 6 months
|
71,042
|
|
|
20.2
|
%
|
|
7 to 12 months
|
136,348
|
|
|
38.8
|
%
|
|
Over 12 months
|
89,764
|
|
|
25.5
|
%
|
|
Total
|
$
|
351,629
|
|
|
100.0
|
%
|
|
December 31
|
|||||||||
|
2018
|
|
2017
|
|
% Change
|
|||||
|
(Dollars in thousands)
|
|||||||||
Federal Home Loan Bank borrowings
|
$
|
147,806
|
|
|
$
|
53,264
|
|
|
177.5
|
%
|
Customer repurchase agreements and other short-term borrowings
|
—
|
|
|
162,679
|
|
|
(100.0
|
)%
|
||
Junior subordinated debentures
|
76,173
|
|
|
73,073
|
|
|
4.2
|
%
|
||
Subordinated debentures
|
34,728
|
|
|
34,682
|
|
|
0.1
|
%
|
||
Total
|
$
|
258,707
|
|
|
$
|
323,698
|
|
|
(20.1
|
)%
|
|
Years Ended December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands, except per share data)
|
||||||
Net income
|
$
|
121,622
|
|
|
$
|
87,204
|
|
Diluted earnings per share
|
$
|
4.40
|
|
|
$
|
3.19
|
|
Return on average assets
|
1.46
|
%
|
|
1.11
|
%
|
||
Return on average equity
|
12.31
|
%
|
|
9.55
|
%
|
||
Stockholders' equity as % of assets
|
12.13
|
%
|
|
11.68
|
%
|
||
Net interest margin
|
3.91
|
%
|
|
3.60
|
%
|
|
Years Ended December 31
|
|||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
|
Average Balance
|
|
Interest Earned/ Paid
|
|
Average Yield
|
|
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
|
$
|
136,140
|
|
|
$
|
2,676
|
|
|
1.97
|
%
|
|
$
|
124,014
|
|
|
$
|
1,418
|
|
|
1.14
|
%
|
|
$
|
228,861
|
|
|
$
|
1,190
|
|
|
0.52
|
%
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Securities - trading
|
1,549
|
|
|
—
|
|
|
—
|
%
|
|
1,223
|
|
|
—
|
|
|
—
|
%
|
|
701
|
|
|
—
|
|
|
—
|
%
|
||||||
Securities - taxable investments
|
999,744
|
|
|
26,513
|
|
|
2.65
|
%
|
|
901,891
|
|
|
22,465
|
|
|
2.49
|
%
|
|
826,131
|
|
|
20,851
|
|
|
2.52
|
%
|
||||||
Securities - nontaxable investments (1)
|
2,098
|
|
|
76
|
|
|
3.62
|
%
|
|
3,186
|
|
|
135
|
|
|
4.24
|
%
|
|
4,486
|
|
|
180
|
|
|
4.01
|
%
|
||||||
Total securities
|
1,003,391
|
|
|
26,589
|
|
|
2.65
|
%
|
|
906,300
|
|
|
22,600
|
|
|
2.49
|
%
|
|
831,318
|
|
|
21,031
|
|
|
2.53
|
%
|
||||||
Loans held for sale
|
5,396
|
|
|
159
|
|
|
2.95
|
%
|
|
4,760
|
|
|
92
|
|
|
1.93
|
%
|
|
9,213
|
|
|
235
|
|
|
2.55
|
%
|
||||||
Loans(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
958,414
|
|
|
45,754
|
|
|
4.77
|
%
|
|
875,056
|
|
|
36,048
|
|
|
4.12
|
%
|
|
848,434
|
|
|
33,206
|
|
|
3.91
|
%
|
||||||
Commercial real estate (1)
|
3,128,659
|
|
|
144,045
|
|
|
4.60
|
%
|
|
3,067,077
|
|
|
127,512
|
|
|
4.16
|
%
|
|
2,748,337
|
|
|
111,977
|
|
|
4.07
|
%
|
||||||
Commercial construction
|
385,771
|
|
|
19,615
|
|
|
5.08
|
%
|
|
365,277
|
|
|
16,387
|
|
|
4.49
|
%
|
|
365,590
|
|
|
15,094
|
|
|
4.13
|
%
|
||||||
Small business
|
142,850
|
|
|
8,362
|
|
|
5.85
|
%
|
|
128,559
|
|
|
7,145
|
|
|
5.56
|
%
|
|
108,619
|
|
|
5,875
|
|
|
5.41
|
%
|
||||||
Total commercial
|
4,615,694
|
|
|
217,776
|
|
|
4.72
|
%
|
|
4,435,969
|
|
|
187,092
|
|
|
4.22
|
%
|
|
4,070,980
|
|
|
166,152
|
|
|
4.08
|
%
|
||||||
Residential real estate
|
794,735
|
|
|
31,768
|
|
|
4.00
|
%
|
|
713,608
|
|
|
28,179
|
|
|
3.95
|
%
|
|
633,313
|
|
|
25,487
|
|
|
4.02
|
%
|
||||||
Home equity
|
1,067,365
|
|
|
44,505
|
|
|
4.17
|
%
|
|
1,030,881
|
|
|
38,388
|
|
|
3.72
|
%
|
|
952,736
|
|
|
32,889
|
|
|
3.45
|
%
|
||||||
Total consumer real estate
|
1,862,100
|
|
|
76,273
|
|
|
4.10
|
%
|
|
1,744,489
|
|
|
66,567
|
|
|
3.82
|
%
|
|
1,586,049
|
|
|
58,376
|
|
|
3.68
|
%
|
||||||
Other consumer
|
12,116
|
|
|
952
|
|
|
7.86
|
%
|
|
10,641
|
|
|
944
|
|
|
8.87
|
%
|
|
13,398
|
|
|
1,185
|
|
|
8.84
|
%
|
||||||
Total loans
|
6,489,910
|
|
|
295,001
|
|
|
4.55
|
%
|
|
6,191,099
|
|
|
254,603
|
|
|
4.11
|
%
|
|
5,670,427
|
|
|
225,713
|
|
|
3.98
|
%
|
Total Interest-Earning Assets
|
7,634,837
|
|
|
324,425
|
|
|
4.25
|
%
|
|
7,226,173
|
|
|
278,713
|
|
|
3.86
|
%
|
|
6,739,819
|
|
|
248,169
|
|
|
3.68
|
%
|
||||||
Cash and Due from Banks
|
103,911
|
|
|
|
|
|
|
97,694
|
|
|
|
|
|
|
91,107
|
|
|
|
|
|
||||||||||||
Federal Home Loan Bank Stock
|
13,200
|
|
|
|
|
|
|
12,781
|
|
|
|
|
|
|
12,831
|
|
|
|
|
|
||||||||||||
Other Assets
|
553,226
|
|
|
|
|
|
|
554,117
|
|
|
|
|
|
|
544,917
|
|
|
|
|
|
||||||||||||
Total Assets
|
$
|
8,305,174
|
|
|
|
|
|
|
$
|
7,890,765
|
|
|
|
|
|
|
$
|
7,388,674
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings and interest checking accounts
|
$
|
2,658,798
|
|
|
$
|
5,582
|
|
|
0.21
|
%
|
|
$
|
2,541,845
|
|
|
$
|
3,656
|
|
|
0.14
|
%
|
|
$
|
2,399,147
|
|
|
$
|
3,173
|
|
|
0.13
|
%
|
Money market
|
1,367,743
|
|
|
7,465
|
|
|
0.55
|
%
|
|
1,298,598
|
|
|
4,224
|
|
|
0.33
|
%
|
|
1,178,262
|
|
|
2,996
|
|
|
0.25
|
%
|
||||||
Time certificates of deposits
|
655,983
|
|
|
6,948
|
|
|
1.06
|
%
|
|
622,909
|
|
|
4,822
|
|
|
0.77
|
%
|
|
649,678
|
|
|
4,971
|
|
|
0.77
|
%
|
||||||
Total interest bearing deposits
|
4,682,524
|
|
|
19,995
|
|
|
0.43
|
%
|
|
4,463,352
|
|
|
12,702
|
|
|
0.28
|
%
|
|
4,227,087
|
|
|
11,140
|
|
|
0.26
|
%
|
||||||
Borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
||||||||||||||
Federal Home Loan Bank borrowings
|
59,932
|
|
|
1,083
|
|
|
1.81
|
%
|
|
59,204
|
|
|
1,385
|
|
|
2.34
|
%
|
|
61,398
|
|
|
1,653
|
|
|
2.69
|
%
|
||||||
Customer repurchase agreements and other short-term borrowings
|
129,890
|
|
|
248
|
|
|
0.19
|
%
|
|
166,152
|
|
|
257
|
|
|
0.15
|
%
|
|
149,042
|
|
|
208
|
|
|
0.14
|
%
|
||||||
Wholesale repurchase agreements
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
Junior subordinated debentures
|
73,458
|
|
|
2,501
|
|
|
3.40
|
%
|
|
73,074
|
|
|
2,281
|
|
|
3.12
|
%
|
|
73,207
|
|
|
4,083
|
|
|
5.58
|
%
|
||||||
Subordinated debt
|
34,705
|
|
|
1,709
|
|
|
4.92
|
%
|
|
34,658
|
|
|
1,709
|
|
|
4.93
|
%
|
|
34,612
|
|
|
1,709
|
|
|
4.94
|
%
|
||||||
Total borrowings
|
297,985
|
|
|
5,541
|
|
|
1.86
|
%
|
|
333,088
|
|
|
5,632
|
|
|
1.69
|
%
|
|
318,259
|
|
|
7,653
|
|
|
2.40
|
%
|
||||||
Total interest-bearing liabilities
|
4,980,509
|
|
|
25,536
|
|
|
0.51
|
%
|
|
4,796,440
|
|
|
18,334
|
|
|
0.38
|
%
|
|
4,545,346
|
|
|
18,793
|
|
|
0.41
|
%
|
||||||
Demand deposits
|
2,252,006
|
|
|
|
|
|
|
2,098,501
|
|
|
|
|
|
|
1,924,173
|
|
|
|
|
|
||||||||||||
Other liabilities
|
84,671
|
|
|
|
|
|
|
82,840
|
|
|
|
|
|
|
106,766
|
|
|
|
|
|
||||||||||||
Total liabilities
|
7,317,186
|
|
|
|
|
|
|
6,977,781
|
|
|
|
|
|
|
6,576,285
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
|
987,988
|
|
|
|
|
|
|
912,984
|
|
|
|
|
|
|
812,389
|
|
|
|
|
|
||||||||||||
Total liabilities and stockholders’ equity
|
$
|
8,305,174
|
|
|
|
|
|
|
$
|
7,890,765
|
|
|
|
|
|
|
$
|
7,388,674
|
|
|
|
|
|
|||||||||
Net interest income(1)
|
|
|
$
|
298,889
|
|
|
|
|
|
|
$
|
260,379
|
|
|
|
|
|
|
$
|
229,376
|
|
|
|
|||||||||
Interest rate spread(3)
|
|
|
|
|
3.74
|
%
|
|
|
|
|
|
3.48
|
%
|
|
|
|
|
|
3.27
|
%
|
||||||||||||
Net interest margin(4)
|
|
|
|
|
3.91
|
%
|
|
|
|
|
|
3.60
|
%
|
|
|
|
|
|
3.40
|
%
|
||||||||||||
Supplemental Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total deposits, including demand deposits
|
$
|
6,934,530
|
|
|
$
|
19,995
|
|
|
|
|
$
|
6,561,853
|
|
|
$
|
12,702
|
|
|
|
|
$
|
6,151,260
|
|
|
$
|
11,140
|
|
|
|
|||
Cost of total deposits
|
|
|
|
|
0.29
|
%
|
|
|
|
|
|
0.19
|
%
|
|
|
|
|
|
0.18
|
%
|
||||||||||||
Total funding liabilities, including demand deposits
|
$
|
7,232,515
|
|
|
$
|
25,536
|
|
|
|
|
$
|
6,894,941
|
|
|
$
|
18,334
|
|
|
|
|
$
|
6,469,519
|
|
|
$
|
18,793
|
|
|
|
|||
Cost of total funding liabilities
|
|
|
|
|
0.35
|
%
|
|
|
|
|
|
0.27
|
%
|
|
|
|
|
|
0.29
|
%
|
(1)
|
The total amount of adjustment to present interest income and yield on a fully tax-equivalent basis is $724,000 for 2018 and $1.5 million for both 2017 and 2016. The FTE adjustment relates to nontaxable investment securities with average balances of $2.1 million, $3.2 million, and $4.5 million in 2018, 2017, and 2016, respectively, and nontaxable industrial development bonds with average balances of $55.7 million at 2018 and $69.9 million at both 2017 and 2016.
|
(2)
|
Loans include portfolio loans and nonaccrual loans, however unpaid interest on nonaccrual loans has not been included for purposes of determining interest earned.
|
(3)
|
Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average costs of interest-bearing liabilities.
|
(4)
|
Net interest margin represents net interest income as a percentage of average interest-earning assets.
|
|
Years Ended December 31
|
||||||||||||||||||||||||||||||||||
|
2018 Compared To 2017
|
|
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
|
|
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
|
$
|
1,119
|
|
|
$
|
139
|
|
|
$
|
1,258
|
|
|
$
|
773
|
|
|
$
|
(545
|
)
|
|
$
|
228
|
|
|
$
|
614
|
|
|
$
|
227
|
|
|
$
|
841
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Taxable securities
|
1,611
|
|
|
2,437
|
|
|
4,048
|
|
|
(298
|
)
|
|
1,912
|
|
|
1,614
|
|
|
(248
|
)
|
|
979
|
|
|
731
|
|
|||||||||
Nontaxable securities(1)
|
(13
|
)
|
|
(46
|
)
|
|
(59
|
)
|
|
7
|
|
|
(52
|
)
|
|
(45
|
)
|
|
9
|
|
|
(24
|
)
|
|
(15
|
)
|
|||||||||
Total securities
|
|
|
|
|
3,989
|
|
|
|
|
|
|
1,569
|
|
|
|
|
|
|
716
|
|
|||||||||||||||
Loans held for sale
|
55
|
|
|
12
|
|
|
67
|
|
|
(29
|
)
|
|
(114
|
)
|
|
(143
|
)
|
|
11
|
|
|
(1
|
)
|
|
10
|
|
|||||||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial and industrial
|
6,272
|
|
|
3,434
|
|
|
9,706
|
|
|
1,800
|
|
|
1,042
|
|
|
2,842
|
|
|
13
|
|
|
(376
|
)
|
|
(363
|
)
|
|||||||||
Commercial real estate
|
13,973
|
|
|
2,560
|
|
|
16,533
|
|
|
2,548
|
|
|
12,987
|
|
|
15,535
|
|
|
(1,332
|
)
|
|
6,508
|
|
|
5,176
|
|
|||||||||
Commercial construction
|
2,309
|
|
|
919
|
|
|
3,228
|
|
|
1,306
|
|
|
(13
|
)
|
|
1,293
|
|
|
(317
|
)
|
|
2,573
|
|
|
2,256
|
|
|||||||||
Small business
|
423
|
|
|
794
|
|
|
1,217
|
|
|
191
|
|
|
1,079
|
|
|
1,270
|
|
|
(33
|
)
|
|
1,008
|
|
|
975
|
|
|||||||||
Total commercial
|
|
|
|
|
30,684
|
|
|
|
|
|
|
20,940
|
|
|
|
|
|
|
8,044
|
|
|||||||||||||||
Residential real estate
|
385
|
|
|
3,204
|
|
|
3,589
|
|
|
(539
|
)
|
|
3,231
|
|
|
2,692
|
|
|
200
|
|
|
(316
|
)
|
|
(116
|
)
|
|||||||||
Home equity
|
4,758
|
|
|
1,359
|
|
|
6,117
|
|
|
2,801
|
|
|
2,698
|
|
|
5,499
|
|
|
50
|
|
|
2,062
|
|
|
2,112
|
|
|||||||||
Total consumer real estate
|
|
|
|
|
9,706
|
|
|
|
|
|
|
8,191
|
|
|
|
|
|
|
1,996
|
|
|||||||||||||||
Total other consumer
|
(123
|
)
|
|
131
|
|
|
8
|
|
|
3
|
|
|
(244
|
)
|
|
(241
|
)
|
|
(113
|
)
|
|
(366
|
)
|
|
(479
|
)
|
|||||||||
Loans(1)
|
|
|
|
|
40,398
|
|
|
|
|
|
|
28,890
|
|
|
|
|
|
|
9,561
|
|
|||||||||||||||
Total
|
|
|
|
|
$
|
45,712
|
|
|
|
|
|
|
$
|
30,544
|
|
|
|
|
|
|
$
|
11,128
|
|
||||||||||||
Expense of interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Savings and interest checking accounts
|
$
|
1,758
|
|
|
$
|
168
|
|
|
$
|
1,926
|
|
|
$
|
294
|
|
|
$
|
189
|
|
|
$
|
483
|
|
|
$
|
(632
|
)
|
|
$
|
249
|
|
|
$
|
(383
|
)
|
Money market
|
3,016
|
|
|
225
|
|
|
3,241
|
|
|
922
|
|
|
306
|
|
|
1,228
|
|
|
(79
|
)
|
|
197
|
|
|
118
|
|
|||||||||
Time certificates of deposits
|
1,870
|
|
|
256
|
|
|
2,126
|
|
|
56
|
|
|
(205
|
)
|
|
(149
|
)
|
|
253
|
|
|
(424
|
)
|
|
(171
|
)
|
|||||||||
Total interest-bearing deposits
|
|
|
|
|
7,293
|
|
|
|
|
|
|
1,562
|
|
|
|
|
|
|
(436
|
)
|
|||||||||||||||
Borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Federal Home Loan Bank borrowings
|
(319
|
)
|
|
17
|
|
|
(302
|
)
|
|
(209
|
)
|
|
(59
|
)
|
|
(268
|
)
|
|
382
|
|
|
(937
|
)
|
|
(555
|
)
|
|||||||||
Customer repurchase agreements and other short-term borrowings
|
47
|
|
|
(56
|
)
|
|
(9
|
)
|
|
25
|
|
|
24
|
|
|
49
|
|
|
(18
|
)
|
|
16
|
|
|
(2
|
)
|
|||||||||
Wholesale repurchase agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(746
|
)
|
|
(746
|
)
|
|||||||||
Junior subordinated debentures
|
208
|
|
|
12
|
|
|
220
|
|
|
(1,795
|
)
|
|
(7
|
)
|
|
(1,802
|
)
|
|
68
|
|
|
(11
|
)
|
|
57
|
|
|||||||||
Subordinated debt
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
53
|
|
|
(195
|
)
|
|
(142
|
)
|
|||||||||
Total borrowings
|
|
|
|
|
(91
|
)
|
|
|
|
|
|
(2,021
|
)
|
|
|
|
|
|
(1,388
|
)
|
|||||||||||||||
Total
|
|
|
|
|
$
|
7,202
|
|
|
|
|
|
|
$
|
(459
|
)
|
|
|
|
|
|
$
|
(1,824
|
)
|
||||||||||||
Change in net interest income
|
|
|
|
|
$
|
38,510
|
|
|
|
|
|
|
$
|
31,003
|
|
|
|
|
|
|
$
|
12,952
|
|
(1)
|
The table above reflects income determined on a fully tax equivalent basis. See footnotes to Table 19 above for the related adjustments.
|
|
Years Ended December 31
|
|||||||||||||
|
|
|
|
|
Change
|
|||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Deposit account fees
|
$
|
18,327
|
|
|
$
|
17,822
|
|
|
$
|
505
|
|
|
2.8
|
%
|
Interchange and ATM fees
|
18,916
|
|
|
17,291
|
|
|
1,625
|
|
|
9.4
|
%
|
|||
Investment management
|
26,155
|
|
|
23,802
|
|
|
2,353
|
|
|
9.9
|
%
|
|||
Mortgage banking income
|
4,071
|
|
|
4,960
|
|
|
(889
|
)
|
|
(17.9
|
)%
|
|||
Increase in cash surrender value of life insurance policies
|
4,060
|
|
|
4,127
|
|
|
(67
|
)
|
|
(1.6
|
)%
|
|||
Gain on life insurance benefits
|
1,463
|
|
|
—
|
|
|
1,463
|
|
|
—
|
%
|
|||
Loan level derivative income
|
2,373
|
|
|
3,836
|
|
|
(1,463
|
)
|
|
(38.1
|
)%
|
|||
Other noninterest income
|
13,140
|
|
|
11,156
|
|
|
1,984
|
|
|
17.8
|
%
|
|||
Total
|
$
|
88,505
|
|
|
$
|
82,994
|
|
|
$
|
5,511
|
|
|
6.6
|
%
|
|
Years Ended December 31
|
|||||||||||||
|
|
|
|
|
Change
|
|||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Salaries and employee benefits
|
$
|
124,328
|
|
|
$
|
116,600
|
|
|
$
|
7,728
|
|
|
6.6
|
%
|
Occupancy and equipment
|
27,098
|
|
|
24,693
|
|
|
2,405
|
|
|
9.7
|
%
|
|||
Data processing and facilities management
|
5,125
|
|
|
4,988
|
|
|
137
|
|
|
2.7
|
%
|
|||
FDIC assessment
|
2,774
|
|
|
3,068
|
|
|
(294
|
)
|
|
-9.6
|
%
|
|||
Advertising
|
4,942
|
|
|
4,989
|
|
|
(47
|
)
|
|
(0.9
|
)%
|
|||
Consulting
|
3,891
|
|
|
4,038
|
|
|
(147
|
)
|
|
(3.6
|
)%
|
|||
Debit card expense
|
3,429
|
|
|
3,430
|
|
|
(1
|
)
|
|
—
|
%
|
|||
Merger & acquisitions
|
11,168
|
|
|
3,393
|
|
|
7,775
|
|
|
229.1
|
%
|
|||
Software maintenance
|
4,202
|
|
|
3,636
|
|
|
566
|
|
|
15.6
|
%
|
|||
Other noninterest expense
|
39,012
|
|
|
35,524
|
|
|
3,488
|
|
|
9.8
|
%
|
|||
Total
|
$
|
225,969
|
|
|
$
|
204,359
|
|
|
$
|
21,610
|
|
|
10.6
|
%
|
|
December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Combined federal and state income tax provisions
|
$
|
34,304
|
|
|
$
|
47,341
|
|
|
$
|
35,427
|
|
Effective income tax rates
|
22.00
|
%
|
|
35.19
|
%
|
|
31.61
|
%
|
|||
Blended Statutory tax rate
|
28.23
|
%
|
|
40.93
|
%
|
|
40.90
|
%
|
Year and Amount of Investment
|
|
2018
|
|
2019
|
|||||||
|
(Dollars in thousands)
|
||||||||||
2012
|
$
|
21,400
|
|
|
$
|
1,285
|
|
|
$
|
—
|
|
2013
|
44,600
|
|
|
2,675
|
|
|
2,675
|
|
|||
Total
|
$
|
66,000
|
|
|
$
|
3,960
|
|
|
$
|
2,675
|
|
|
Years Ended December 31
|
||||||
|
2018
|
|
2017
|
||||
|
Year 1
|
|
Year 2
|
|
Year 1
|
|
Year 2
|
Parallel rate shocks (basis points)
|
|
|
|
|
|
|
|
-200
|
(11.9)%
|
|
(17.8)%
|
|
n/a
|
|
n/a
|
-100
|
(5.3)%
|
|
(7.2)%
|
|
(8.6)%
|
|
(10.8)%
|
+100
|
3.5%
|
|
7.6%
|
|
5.4%
|
|
9.3%
|
+200
|
6.4%
|
|
12.6%
|
|
10.3%
|
|
16.4%
|
+300
|
9.3%
|
|
17.6%
|
|
15.3%
|
|
23.7%
|
+400
|
12.2%
|
|
22.6%
|
|
20.2%
|
|
30.8%
|
|
|
|
|
|
|
|
|
Gradual rate shifts (basis points)
|
|
|
|
|
|
|
|
-200 over 12 months
|
(5.4)%
|
|
(15.3)%
|
|
n/a
|
|
n/a
|
-100 over 12 months
|
(2.2)%
|
|
(5.8)%
|
|
(3.7)%
|
|
(9.5)%
|
+200 over 12 months
|
3.2%
|
|
11.2%
|
|
5.0%
|
|
14.7%
|
+400 over 24 months
|
3.2%
|
|
14.2%
|
|
5.0%
|
|
19.5%
|
|
|
|
|
|
|
|
|
Alternative scenarios
|
|
|
|
|
|
|
|
Flat up 200 basis points scenario
|
3.5%
|
|
12.1%
|
|
5.1%
|
|
14.1%
|
|
December 31
|
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|||||||||||||
|
Outstanding
|
|
Additional
Borrowing Capacity
|
|
|
Outstanding
|
|
Additional
Borrowing Capacity
|
|
|||||||||
|
(Dollars in thousands)
|
|
||||||||||||||||
Federal Home Loan Bank borrowings
|
$
|
147,806
|
|
|
$
|
953,539
|
|
(1)
|
|
$
|
53,264
|
|
|
$
|
954,789
|
|
(1)
|
|
Federal Reserve Bank of Boston
|
—
|
|
|
705,242
|
|
(2)
|
|
—
|
|
|
720,005
|
|
(2)
|
|||||
Unpledged securities
|
—
|
|
|
691,383
|
|
|
|
—
|
|
|
375,155
|
|
|
|||||
Customer repurchase agreements
|
—
|
|
|
—
|
|
(3)
|
|
162,679
|
|
|
—
|
|
(3)
|
|||||
Junior subordinated debentures
|
76,173
|
|
|
—
|
|
(3)
|
|
73,073
|
|
|
—
|
|
(3)
|
|||||
Subordinated debt
|
34,728
|
|
|
—
|
|
(3)
|
|
34,682
|
|
|
—
|
|
(3)
|
|||||
Brokered deposits (1)
|
6,000
|
|
|
—
|
|
(3)
|
|
54,541
|
|
(4
|
)
|
—
|
|
(3)
|
||||
|
$
|
264,707
|
|
|
$
|
2,350,164
|
|
|
|
$
|
378,239
|
|
|
$
|
2,049,949
|
|
|
(1)
|
Loans with a carrying value of $1.6 billion and $1.5 billion at December 31, 2018 and 2017, respectively, have been pledged to the Federal Home Loan Bank of Boston resulting in this additional borrowing capacity.
|
(2)
|
Loans with a carrying value of $1.2 billion at both December 31, 2018 and 2017, respectively, have been pledged to the Federal Reserve Bank of Boston resulting in this additional unused borrowing capacity.
|
(3)
|
The additional borrowing capacity has not been assessed for these categories.
|
(4)
|
Inclusive of $48.5 million of reciprocal deposits acquired through participation in the Promontory Interfinancial Network as of December 31, 2017. The Economic Growth, Regulatory Relief, and Consumer Protection Act, which was promulgated during the second quarter of 2018, states that most reciprocal deposits are no longer treated as brokered deposits. As such, the Company is prospectively reporting deposits from the promontory Interfinancial Network as nonbrokered.
|
|
Payments Due — By Period
|
||||||||||||||||||
Contractual Obligations, Commitments and Contingencies
|
Total
|
|
Less than
One Year
|
|
One to
Three Years
|
|
Four to
Five Years
|
|
After
Five Years (2)
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
FHLB advances (1)
|
$
|
147,806
|
|
|
$
|
147,046
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
760
|
|
Junior subordinated debentures (1)
|
76,291
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,291
|
|
|||||
Subordinated debt (1)
|
35,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|||||
Time certificates of deposits
|
711,103
|
|
|
511,292
|
|
|
153,010
|
|
|
46,801
|
|
|
—
|
|
|||||
All other deposits with no maturity
|
6,716,017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,716,017
|
|
|||||
Lease obligations
|
48,924
|
|
|
9,455
|
|
|
16,742
|
|
|
11,171
|
|
|
11,556
|
|
|||||
Vendor contracts
|
56,184
|
|
|
14,838
|
|
|
21,630
|
|
|
16,516
|
|
|
3,200
|
|
|||||
Retirement benefit obligations (3)
|
49,702
|
|
|
1,009
|
|
|
2,004
|
|
|
2,109
|
|
|
44,580
|
|
|||||
Pending acquisition of Blue Hills Bancorp, Inc.
|
605,337
|
|
|
605,337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Contractual Obligations
|
$
|
8,446,364
|
|
|
$
|
1,288,977
|
|
|
$
|
193,386
|
|
|
$
|
76,597
|
|
|
$
|
6,887,404
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Amount of Commitment Expiring — By Period
|
||||||||||||||||||
Off-Balance Sheet Financial Instruments
|
Total
|
|
Less than
One Year
|
|
One to
Three Years
|
|
Four to
Five Years
|
|
After
Five Years (2)
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Commitments to extend credit
|
$
|
2,639,688
|
|
|
$
|
328,297
|
|
|
$
|
167,238
|
|
|
$
|
66,504
|
|
|
$
|
2,077,649
|
|
Standby letters of credit
|
16,708
|
|
|
9,545
|
|
|
2,363
|
|
|
—
|
|
|
4,800
|
|
|||||
Mortgage derivatives - notional value
|
16,852
|
|
|
16,852
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest rate swaps - notional value
|
575,000
|
|
|
—
|
|
|
50,000
|
|
|
425,000
|
|
|
100,000
|
|
|||||
Customer-related positions
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign exchange contracts - notional value
|
63,802
|
|
|
60,297
|
|
|
3,505
|
|
|
—
|
|
|
—
|
|
|||||
Loan level interest rate swaps - notional value
|
951,607
|
|
|
50,702
|
|
|
222,126
|
|
|
171,033
|
|
|
507,746
|
|
|||||
Total Commitments
|
$
|
4,263,657
|
|
|
$
|
465,693
|
|
|
$
|
445,232
|
|
|
$
|
662,537
|
|
|
$
|
2,690,195
|
|
(1)
|
The Company has hedged certain short-term borrowings and variable rate junior subordinated debentures, effectively converting the borrowings to a fixed rate. Amounts maturing represent contractual amounts due and do not include any issuance costs, which may be presented on a net basis in the financial statements.
|
(2)
|
Items with no maturity are presented in the table in the after five year's category.
|
(3)
|
Retirement benefit obligations include expected contributions to the Company’s frozen pension plan, post retirement plans and supplemental executive retirement plans. Expected contributions for the pension plan have been included only through plan year July 1, 2018 - June 30, 2019 and reflect only the expected minimum required contribution. Contributions beyond this plan year cannot be quantified as they will be determined based upon the return on the investments in the plan and the discount rate used to quantify the liability. Expected contributions for the post retirement plans and supplemental executive retirement plans include obligations that are payable over the life of the participants.
|
We have served as the Company's auditor since 2009
|
Boston, Massachusetts
|
February 28, 2019
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
Assets
|
|||||||
Cash and due from banks
|
$
|
127,503
|
|
|
$
|
103,485
|
|
Interest-earning deposits with banks
|
122,952
|
|
|
109,631
|
|
||
Securities
|
|
|
|
||||
Trading
|
1,504
|
|
|
1,324
|
|
||
Equities
|
19,477
|
|
|
—
|
|
||
Available for sale
|
442,752
|
|
|
447,498
|
|
||
Held to maturity (fair value $603,640 and $494,194)
|
611,490
|
|
|
497,688
|
|
||
Total securities
|
1,075,223
|
|
|
946,510
|
|
||
Loans held for sale (at fair value)
|
6,431
|
|
|
4,768
|
|
||
Loans
|
|
|
|
||||
Commercial and industrial
|
1,093,629
|
|
|
888,528
|
|
||
Commercial real estate
|
3,251,248
|
|
|
3,116,561
|
|
||
Commercial construction
|
365,165
|
|
|
401,797
|
|
||
Small business
|
164,676
|
|
|
132,370
|
|
||
Residential real estate
|
923,294
|
|
|
754,329
|
|
||
Home equity - first position
|
654,083
|
|
|
612,990
|
|
||
Home equity - subordinate positions
|
438,001
|
|
|
439,098
|
|
||
Other consumer
|
16,098
|
|
|
9,880
|
|
||
Total loans
|
6,906,194
|
|
|
6,355,553
|
|
||
Less: allowance for loan losses
|
(64,293
|
)
|
|
(60,643
|
)
|
||
Net loans
|
6,841,901
|
|
|
6,294,910
|
|
||
Federal Home Loan Bank stock
|
15,683
|
|
|
11,597
|
|
||
Bank premises and equipment, net
|
97,581
|
|
|
94,722
|
|
||
Goodwill
|
256,105
|
|
|
231,806
|
|
||
Other intangible assets
|
15,250
|
|
|
9,341
|
|
||
Cash surrender value of life insurance policies
|
160,456
|
|
|
151,528
|
|
||
Other real estate owned and other foreclosed assets
|
—
|
|
|
612
|
|
||
Other assets
|
132,507
|
|
|
123,119
|
|
||
Total assets
|
$
|
8,851,592
|
|
|
$
|
8,082,029
|
|
Liabilities and Stockholders' Equity
|
|||||||
Deposits
|
|
|
|
||||
Demand deposits
|
$
|
2,450,907
|
|
|
$
|
2,159,396
|
|
Savings and interest checking accounts
|
2,865,349
|
|
|
2,599,922
|
|
||
Money market
|
1,399,761
|
|
|
1,325,634
|
|
||
Time certificates of deposit of $100,000 and over
|
351,629
|
|
|
278,531
|
|
||
Other time certificates of deposits
|
359,474
|
|
|
365,770
|
|
||
Total deposits
|
7,427,120
|
|
|
6,729,253
|
|
||
Borrowings
|
|
|
|
||||
Federal Home Loan Bank borrowings
|
147,806
|
|
|
53,264
|
|
||
Junior subordinated debentures (less unamortized debt issuance costs of $118 and $125)
|
76,173
|
|
|
73,073
|
|
||
Subordinated debentures (less unamortized debt issuance costs of $272 and $318)
|
34,728
|
|
|
34,682
|
|
||
Customer repurchase agreements
|
—
|
|
|
162,679
|
|
||
Total borrowings
|
258,707
|
|
|
323,698
|
|
||
Other liabilities
|
92,275
|
|
|
85,269
|
|
||
Total liabilities
|
7,778,102
|
|
|
7,138,220
|
|
||
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: 28,080,408 shares at December 31, 2018 and 27,450,190 shares at December 31, 2017 (includes 153,459 and 177,191 shares of unvested participating restricted stock awards, respectively) |
279
|
|
|
273
|
|
||
Value of shares held in rabbi trust at cost: 153,226 shares at December 31, 2018 and 164,438 shares at December 31, 2016
|
(4,718
|
)
|
|
(4,590
|
)
|
||
Deferred compensation obligation
|
4,718
|
|
|
4,590
|
|
||
Additional paid in capital
|
527,648
|
|
|
479,430
|
|
||
Retained earnings
|
546,736
|
|
|
465,937
|
|
||
Accumulated other comprehensive loss, net of tax
|
(1,173
|
)
|
|
(1,831
|
)
|
||
Total stockholders' equity
|
1,073,490
|
|
|
943,809
|
|
||
Total liabilities and stockholders' equity
|
$
|
8,851,592
|
|
|
$
|
8,082,029
|
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands, except per share data)
|
||||||||||
Interest income
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
294,293
|
|
|
$
|
253,131
|
|
|
$
|
224,244
|
|
Taxable interest and dividends on securities
|
26,513
|
|
|
22,465
|
|
|
20,851
|
|
|||
Nontaxable interest and dividends on securities
|
60
|
|
|
88
|
|
|
117
|
|
|||
Interest on loans held for sale
|
159
|
|
|
92
|
|
|
235
|
|
|||
Interest on federal funds sold and short-term investments
|
2,676
|
|
|
1,418
|
|
|
1,190
|
|
|||
Total interest and dividend income
|
323,701
|
|
|
277,194
|
|
|
246,637
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Interest on deposits
|
19,995
|
|
|
12,702
|
|
|
11,140
|
|
|||
Interest on borrowings
|
5,541
|
|
|
5,632
|
|
|
7,653
|
|
|||
Total interest expense
|
25,536
|
|
|
18,334
|
|
|
18,793
|
|
|||
Net interest income
|
298,165
|
|
|
258,860
|
|
|
227,844
|
|
|||
Provision for loan losses
|
4,775
|
|
|
2,950
|
|
|
6,075
|
|
|||
Net interest income after provision for loan losses
|
293,390
|
|
|
255,910
|
|
|
221,769
|
|
|||
Noninterest income
|
|
|
|
|
|
||||||
Deposit account fees
|
18,327
|
|
|
17,822
|
|
|
18,652
|
|
|||
Interchange and ATM fees
|
18,916
|
|
|
17,291
|
|
|
16,210
|
|
|||
Investment management
|
26,155
|
|
|
23,802
|
|
|
21,809
|
|
|||
Mortgage banking income
|
4,071
|
|
|
4,960
|
|
|
6,607
|
|
|||
Increase in cash surrender value of life insurance policies
|
4,060
|
|
|
4,127
|
|
|
4,089
|
|
|||
Gain on life insurance benefits
|
1,463
|
|
|
—
|
|
|
—
|
|
|||
Loan level derivative income
|
2,373
|
|
|
3,836
|
|
|
6,155
|
|
|||
Other noninterest income
|
13,140
|
|
|
11,156
|
|
|
8,906
|
|
|||
Total noninterest income
|
88,505
|
|
|
82,994
|
|
|
82,428
|
|
|||
Noninterest expenses
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
124,328
|
|
|
116,600
|
|
|
108,636
|
|
|||
Occupancy and equipment expenses
|
27,098
|
|
|
24,693
|
|
|
22,867
|
|
|||
Data processing & facilities management
|
5,125
|
|
|
4,988
|
|
|
4,975
|
|
|||
FDIC assessment
|
2,774
|
|
|
3,068
|
|
|
3,380
|
|
|||
Advertising expense
|
4,942
|
|
|
4,989
|
|
|
5,202
|
|
|||
Consulting expense
|
3,891
|
|
|
4,038
|
|
|
3,486
|
|
|||
Debit card expense
|
3,429
|
|
|
3,430
|
|
|
2,993
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
437
|
|
|||
Merger and acquisition expense
|
11,168
|
|
|
3,393
|
|
|
5,455
|
|
|||
Software maintenance
|
4,202
|
|
|
3,636
|
|
|
3,061
|
|
|||
Other noninterest expenses
|
39,012
|
|
|
35,524
|
|
|
31,630
|
|
|||
Total noninterest expenses
|
225,969
|
|
|
204,359
|
|
|
192,122
|
|
|||
Income before income taxes
|
155,926
|
|
|
134,545
|
|
|
112,075
|
|
|||
Provision for income taxes
|
34,304
|
|
|
47,341
|
|
|
35,427
|
|
|||
Net Income
|
$
|
121,622
|
|
|
$
|
87,204
|
|
|
$
|
76,648
|
|
Basic earnings per share
|
$
|
4.41
|
|
|
$
|
3.19
|
|
|
$
|
2.90
|
|
Diluted earnings per share
|
$
|
4.40
|
|
|
$
|
3.19
|
|
|
$
|
2.90
|
|
Weighted average common shares (basic)
|
27,592,380
|
|
|
27,294,028
|
|
|
26,404,071
|
|
|||
Common share equivalents
|
61,428
|
|
|
78,076
|
|
|
51,847
|
|
|||
Weighted average common shares (diluted)
|
27,653,808
|
|
|
27,372,104
|
|
|
26,455,918
|
|
|||
Cash dividends declared per common share
|
$
|
1.52
|
|
|
$
|
1.28
|
|
|
$
|
1.16
|
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net income
|
$
|
121,622
|
|
|
$
|
87,204
|
|
|
$
|
76,648
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Net change in fair value of securities available for sale
|
(4,501
|
)
|
|
(677
|
)
|
|
(1,133
|
)
|
|||
Net change in fair value of cash flow hedges
|
4,829
|
|
|
443
|
|
|
2,170
|
|
|||
Net change in other comprehensive income for defined benefit postretirement plans
|
1,558
|
|
|
(260
|
)
|
|
78
|
|
|||
Total other comprehensive income (loss)
|
1,886
|
|
|
(494
|
)
|
|
1,115
|
|
|||
Total comprehensive income
|
$
|
123,508
|
|
|
$
|
86,710
|
|
|
$
|
77,763
|
|
|
Common Stock Outstanding
|
|
Common Stock
|
|
Value of Shares Held in Rabbi Trust at Cost
|
|
Deferred Compensation Obligation
|
|
Additional Paid in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||||||||
|
(Dollars in thousands, except per share data)
|
|||||||||||||||||||||||||||||
Balance December 31, 2015
|
26,236,352
|
|
|
$
|
260
|
|
|
$
|
(3,958
|
)
|
|
$
|
3,958
|
|
|
$
|
405,486
|
|
|
$
|
368,169
|
|
|
$
|
(2,452
|
)
|
|
$
|
771,463
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,648
|
|
|
—
|
|
|
76,648
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,115
|
|
|
1,115
|
|
|||||||
Common dividend declared ($1.16 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,722
|
)
|
|
—
|
|
|
(30,722
|
)
|
|||||||
Common stock issued for acquisition
|
672,665
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
40,723
|
|
|
—
|
|
|
—
|
|
|
40,730
|
|
|||||||
Proceeds from exercise of stock options, net of cash paid
|
13,449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|||||||
Tax benefit related to equity award activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
476
|
|
|
—
|
|
|
—
|
|
|
476
|
|
|||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,965
|
|
|
—
|
|
|
—
|
|
|
2,965
|
|
|||||||
Restricted stock awards issued, net of awards surrendered
|
33,432
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(697
|
)
|
|
—
|
|
|
—
|
|
|
(696
|
)
|
|||||||
Shares issued under direct stock purchase plan
|
49,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,323
|
|
|
—
|
|
|
—
|
|
|
2,323
|
|
|||||||
Deferred compensation and other retirement benefit obligations
|
—
|
|
|
—
|
|
|
(319
|
)
|
|
319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Tax benefit related to deferred compensation distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,204
|
|
|
—
|
|
|
87,204
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(494
|
)
|
|
(494
|
)
|
|||||||
Common dividend declared ($1.28 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,997
|
)
|
|
—
|
|
|
(34,997
|
)
|
|||||||
Common stock issued for acquisition
|
369,286
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
23,464
|
|
|
—
|
|
|
—
|
|
|
23,468
|
|
|||||||
Proceeds from exercise of stock options
|
19,340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,333
|
|
|
—
|
|
|
—
|
|
|
3,333
|
|
|||||||
Restricted stock awards issued, net of awards surrendered
|
31,665
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1,423
|
)
|
|
—
|
|
|
—
|
|
|
(1,422
|
)
|
|||||||
Shares issued under direct stock purchase plan
|
24,086
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,636
|
|
|
—
|
|
|
—
|
|
|
1,636
|
|
|||||||
Deferred compensation and other retirement benefit obligations
|
—
|
|
|
—
|
|
|
(313
|
)
|
|
313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance December 31, 2017
|
27,450,190
|
|
|
$
|
273
|
|
|
$
|
(4,590
|
)
|
|
$
|
4,590
|
|
|
$
|
479,430
|
|
|
$
|
465,937
|
|
|
$
|
(1,831
|
)
|
|
$
|
943,809
|
|
Opening balance reclassification (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397
|
|
|
(397
|
)
|
|
—
|
|
|||||||
Cumulative effect accounting adjustment (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
831
|
|
|
(831
|
)
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,622
|
|
|
—
|
|
|
121,622
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,886
|
|
|
1,886
|
|
|||||||
Common dividend declared ($1.52 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,051
|
)
|
|
—
|
|
|
(42,051
|
)
|
|||||||
Common stock issued for acquisition
|
528,353
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
42,469
|
|
|
—
|
|
|
—
|
|
|
42,474
|
|
|||||||
Proceeds from exercise of stock options, net of cash paid
|
23,195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,225
|
|
|
—
|
|
|
—
|
|
|
4,225
|
|
|||||||
Restricted stock awards issued, net of awards surrendered
|
43,383
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1,372
|
)
|
|
—
|
|
|
—
|
|
|
(1,371
|
)
|
|||||||
Shares issued under direct stock purchase plan
|
35,287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,712
|
|
|
—
|
|
|
—
|
|
|
2,712
|
|
|||||||
Deferred compensation and other retirement benefit obligations
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance December 31, 2018
|
28,080,408
|
|
|
$
|
279
|
|
|
$
|
(4,718
|
)
|
|
$
|
4,718
|
|
|
$
|
527,648
|
|
|
$
|
546,736
|
|
|
$
|
(1,173
|
)
|
|
$
|
1,073,490
|
|
(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.
|
(2)
|
Represents adjustment needed to reflect the cumulative impact on retained earnings for reclassification of the income tax effects attributable to accumulated other comprehensive income, as a result of the Tax Cuts and Jobs Act (the "Tax Act"). Pursuant to the Company's adoption of Accounting Standards Update 2018-02, the Company has elected to reclassify amounts stranded in other comprehensive income to retained earnings.
|
(3)
|
Represents adjustment needed to reflect the cumulative impact on retained earnings for the classification and measurement of investments in equity securities. Pursuant to the Company's adoption of Accounting Standards Update 2016-01, the Company's investments in equity securities will no longer be classified as available for sale, therefore the Company was required to reclassify the net unrealized gain recognized on the change in fair value of these equity securities from other comprehensive income to retained earnings.
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Cash flow from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
121,622
|
|
|
$
|
87,204
|
|
|
$
|
76,648
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
15,994
|
|
|
15,681
|
|
|
14,354
|
|
|||
Provision for loan losses
|
4,775
|
|
|
2,950
|
|
|
6,075
|
|
|||
Deferred income tax expense (benefit)
|
(4,497
|
)
|
|
9,211
|
|
|
(5
|
)
|
|||
Tax expense related to write-down of investments in low income housing projects
|
—
|
|
|
466
|
|
|
—
|
|
|||
Net loss on equity securities
|
1,225
|
|
|
—
|
|
|
—
|
|
|||
Net (gain) loss on sale of securities
|
—
|
|
|
(3
|
)
|
|
26
|
|
|||
Net (gain) loss on bank premises and equipment
|
(1,126
|
)
|
|
(108
|
)
|
|
114
|
|
|||
Net loss on other real estate owned and foreclosed assets
|
112
|
|
|
288
|
|
|
29
|
|
|||
Realized gain on sale leaseback transaction
|
(730
|
)
|
|
(1,034
|
)
|
|
(1,034
|
)
|
|||
Stock based compensation
|
4,225
|
|
|
3,333
|
|
|
2,965
|
|
|||
Excess tax benefit related to equity award activity
|
—
|
|
|
—
|
|
|
(476
|
)
|
|||
Increase in cash surrender value of life insurance policies
|
(4,060
|
)
|
|
(4,127
|
)
|
|
(4,089
|
)
|
|||
Gain on life insurance benefits
|
(1,463
|
)
|
|
—
|
|
|
—
|
|
|||
Change in fair value on loans held for sale
|
51
|
|
|
113
|
|
|
(87
|
)
|
|||
Net change in:
|
|
|
|
|
|
||||||
Trading assets
|
(180
|
)
|
|
(520
|
)
|
|
(448
|
)
|
|||
Loans held for sale
|
(1,714
|
)
|
|
1,258
|
|
|
(62
|
)
|
|||
Other assets
|
503
|
|
|
20,022
|
|
|
7,627
|
|
|||
Other liabilities
|
7,100
|
|
|
(3,825
|
)
|
|
(8,738
|
)
|
|||
Total adjustments
|
20,215
|
|
|
43,705
|
|
|
16,251
|
|
|||
Net cash provided by operating activities
|
141,837
|
|
|
130,909
|
|
|
92,899
|
|
|||
Cash flows used in investing activities
|
|
|
|
|
|
||||||
Proceeds from sales of equity securities
|
5,752
|
|
|
—
|
|
|
—
|
|
|||
Purchases of equity securities
|
(6,315
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of securities available for sale
|
—
|
|
|
1,027
|
|
|
618
|
|
|||
Proceeds from maturities and principal repayments of securities available for sale
|
82,418
|
|
|
54,191
|
|
|
69,775
|
|
|||
Purchases of securities available for sale
|
(78,990
|
)
|
|
(140,885
|
)
|
|
(69,671
|
)
|
|||
Proceeds from maturities and principal repayments of securities held to maturity
|
82,355
|
|
|
78,757
|
|
|
90,991
|
|
|||
Purchases of securities held to maturity
|
(195,538
|
)
|
|
(89,033
|
)
|
|
(100,198
|
)
|
|||
Net redemption (purchases) of Federal Home Loan Bank stock
|
(2,376
|
)
|
|
386
|
|
|
5,229
|
|
|||
Investments in low income housing projects
|
(3,434
|
)
|
|
(7,645
|
)
|
|
(7,626
|
)
|
|||
Purchases of life insurance policies
|
(164
|
)
|
|
(164
|
)
|
|
(163
|
)
|
|||
Proceeds from life insurance policies
|
2,850
|
|
|
—
|
|
|
—
|
|
|||
Net increase in loans
|
(258,633
|
)
|
|
(204,702
|
)
|
|
(227,838
|
)
|
|||
Net cash acquired (paid) in business combinations
|
(6,906
|
)
|
|
6,289
|
|
|
8,668
|
|
|||
Purchases of bank premises and equipment
|
(11,106
|
)
|
|
(25,080
|
)
|
|
(10,395
|
)
|
|||
Proceeds from the sale of bank premises and equipment
|
2,189
|
|
|
6,306
|
|
|
345
|
|
|||
Proceeds from the sale of other real estate owned and foreclosed assets
|
387
|
|
|
3,784
|
|
|
1,583
|
|
|||
Net payments relating to other real estate owned and foreclosed assets
|
—
|
|
|
—
|
|
|
(204
|
)
|
|||
Net cash used in investing activities
|
(387,511
|
)
|
|
(316,769
|
)
|
|
(238,886
|
)
|
|||
Cash flows provided by financing activities
|
|
|
|
|
|
||||||
Net decrease in time deposits
|
(1,430
|
)
|
|
(19,509
|
)
|
|
(104,803
|
)
|
|||
Net increase in other deposits
|
280,017
|
|
|
177,241
|
|
|
350,739
|
|
|||
Net proceeds from (repayments of) short-term Federal Home Loan Bank borrowings
|
67,046
|
|
|
—
|
|
|
(37,000
|
)
|
|||
Repayments of long-term Federal Home Loan Bank borrowings
|
(2,475
|
)
|
|
—
|
|
|
(65,791
|
)
|
|||
Net increase (decrease) in customer repurchase agreements
|
(21,503
|
)
|
|
(14,234
|
)
|
|
42,955
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
437
|
|
|||
Net proceeds from exercise of stock options
|
184
|
|
|
214
|
|
|
201
|
|
|||
Restricted stock awards issued, net of awards surrendered
|
(1,371
|
)
|
|
(1,422
|
)
|
|
(696
|
)
|
Excess tax benefit from stock based compensation
|
—
|
|
|
—
|
|
|
476
|
|
|||
Tax benefit from deferred compensation distribution
|
—
|
|
|
—
|
|
|
187
|
|
|||
Proceeds from shares issued under direct stock purchase plan
|
2,712
|
|
|
1,636
|
|
|
2,323
|
|
|||
Common dividends paid
|
(40,167
|
)
|
|
(34,045
|
)
|
|
(29,711
|
)
|
|||
Net cash provided by financing activities
|
283,013
|
|
|
109,881
|
|
|
159,317
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
37,339
|
|
|
(75,979
|
)
|
|
13,330
|
|
|||
Cash and cash equivalents at beginning of year
|
213,116
|
|
|
289,095
|
|
|
275,765
|
|
|||
Cash and cash equivalents at end of period
|
$
|
250,455
|
|
|
$
|
213,116
|
|
|
$
|
289,095
|
|
Cash paid during the year for
|
|
|
|
|
|
||||||
Interest on deposits and borrowings
|
$
|
25,337
|
|
|
$
|
18,626
|
|
|
$
|
18,963
|
|
Income taxes
|
$
|
27,809
|
|
|
$
|
32,865
|
|
|
$
|
33,473
|
|
Supplemental schedule of noncash investing and financing activities
|
|
|
|
|
|
||||||
Transfer of loans to other real estate owned and foreclosed assets
|
$
|
—
|
|
|
$
|
511
|
|
|
$
|
1,322
|
|
Net increase in capital commitments relating to low income housing project investments
|
$
|
2,833
|
|
|
$
|
20
|
|
|
$
|
5,180
|
|
Transfer of customer repurchase agreements to deposits
|
$
|
141,176
|
|
|
—
|
|
|
—
|
|
||
In conjunction with the Company's acquisitions, assets were acquired and liabilities were assumed as follows
|
|
|
|
|
|
||||||
Value of common stock issued for acquisition
|
$
|
42,474
|
|
|
$
|
23,468
|
|
|
$
|
40,730
|
|
Fair value of assets acquired, net of cash acquired
|
$
|
362,286
|
|
|
$
|
179,252
|
|
|
$
|
266,242
|
|
Fair value of liabilities assumed
|
$
|
312,906
|
|
|
$
|
162,073
|
|
|
$
|
234,180
|
|
•
|
Changes in the expected principal and interest payments over the estimated life - Changes in expected cash flows may be driven by the credit outlook and actions taken with borrowers. Changes in expected future cash flows resulting from loan modifications are included in the assessment of expected cash flows.
|
•
|
Change in prepayment assumptions - Prepayments affect the estimated life of the loans, which may change the amount of interest income expected to be collected.
|
•
|
Change in interest rate indices for variable rate loans - Expected future cash flows are based, as applicable, on the variable rates in effect at the time of the assessment of expected cash flows.
|
•
|
National and local economic and business conditions
|
•
|
Level and trend of delinquencies
|
•
|
Level and trend of charge-offs and recoveries
|
•
|
Trends in volume and terms of loans
|
•
|
Risk selection, lending policy and underwriting standards
|
•
|
Experience and depth of management
|
•
|
Banking industry conditions and other external factors
|
•
|
Concentration risk
|
Core deposit intangibles
|
10 years
|
Noncompete agreements
|
1-3 years
|
Customer Lists
|
12 years
|
Leases
|
3-30 years
|
|
Net Assets Acquired at Fair Value
|
||
|
(Dollars in thousands)
|
||
Assets
|
|
||
Cash
|
$
|
6,743
|
|
Investments
|
25,358
|
|
|
Loans
|
293,498
|
|
|
Premises and equipment
|
1,904
|
|
|
Goodwill
|
24,299
|
|
|
Core deposit and other intangibles
|
8,588
|
|
|
Other assets
|
8,639
|
|
|
Total assets acquired
|
369,029
|
|
|
Liabilities
|
|
||
Deposits
|
278,204
|
|
|
Borrowings
|
33,093
|
|
|
Other liabilities
|
1,609
|
|
|
Total liabilities assumed
|
312,906
|
|
|
Purchase price
|
$
|
56,123
|
|
|
|
Years Ended
|
||||||
|
|
December 31
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
|||||||
Net interest income after provision for loan losses
|
|
$
|
304,049
|
|
|
$
|
267,104
|
|
Net income
|
|
129,797
|
|
|
88,518
|
|
|
Net Assets Acquired at Fair Value
|
||
|
(Dollars in thousands)
|
||
Assets
|
|
||
Cash
|
$
|
11,137
|
|
Loans
|
155,551
|
|
|
Premises and equipment
|
5,828
|
|
|
Goodwill
|
10,280
|
|
|
Core deposit and other intangibles
|
2,964
|
|
|
Other assets
|
4,629
|
|
|
Total assets acquired
|
190,389
|
|
|
Liabilities
|
|
||
Deposits
|
159,580
|
|
|
Borrowings
|
2,475
|
|
|
Other liabilities
|
18
|
|
|
Total liabilities assumed
|
162,073
|
|
|
Purchase price
|
$
|
28,316
|
|
|
|
Years Ended
|
||||||
|
|
December 31
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Net interest income after provision for loan losses
|
|
$
|
258,017
|
|
|
$
|
227,429
|
|
Net income
|
|
90,025
|
|
|
78,150
|
|
|
Years Ended December 31
|
||||||
|
2018
|
|
2017
|
|
2016
|
||
Net losses recognized during the period on equity securities
|
$
|
(1,225
|
)
|
|
n/a
|
|
n/a
|
Less: net gains recognized during the period on equity securities sold during the period
|
874
|
|
|
n/a
|
|
n/a
|
|
Unrealized losses recognized during the reporting period on equity securities still held at the reporting date
|
$
|
(2,099
|
)
|
|
n/a
|
|
n/a
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||
|
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
|
$
|
32,477
|
|
$
|
—
|
|
$
|
(439
|
)
|
$
|
32,038
|
|
|
$
|
35,475
|
|
$
|
86
|
|
$
|
(131
|
)
|
$
|
35,430
|
|
Agency mortgage-backed securities
|
222,491
|
|
1,020
|
|
(3,406
|
)
|
220,105
|
|
|
214,934
|
|
1,897
|
|
(1,067
|
)
|
215,764
|
|
||||||||
Agency collateralized mortgage obligations
|
138,149
|
|
197
|
|
(3,435
|
)
|
134,911
|
|
|
124,098
|
|
78
|
|
(2,164
|
)
|
122,012
|
|
||||||||
State, county, and municipal securities
|
1,719
|
|
16
|
|
—
|
|
1,735
|
|
|
2,237
|
|
37
|
|
—
|
|
2,274
|
|
||||||||
Single issuer trust preferred securities issued by banks
|
717
|
|
—
|
|
(10
|
)
|
707
|
|
|
2,012
|
|
4
|
|
—
|
|
2,016
|
|
||||||||
Pooled trust preferred securities issued by banks and insurers
|
1,678
|
|
—
|
|
(349
|
)
|
1,329
|
|
|
2,179
|
|
—
|
|
(539
|
)
|
1,640
|
|
||||||||
Small business administration pooled securities
|
53,317
|
|
—
|
|
(1,390
|
)
|
51,927
|
|
|
47,852
|
|
44
|
|
(118
|
)
|
47,778
|
|
||||||||
Equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
|
19,432
|
|
1,594
|
|
(442
|
)
|
20,584
|
|
||||||||
Total available for sale securities
|
450,548
|
|
1,233
|
|
(9,029
|
)
|
442,752
|
|
|
448,219
|
|
3,740
|
|
(4,461
|
)
|
447,498
|
|
||||||||
Held to maturity securities
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. treasury securities
|
1,004
|
|
11
|
|
—
|
|
1,015
|
|
|
1,006
|
|
29
|
|
—
|
|
1,035
|
|
||||||||
Agency mortgage-backed securities
|
252,484
|
|
1,548
|
|
(3,104
|
)
|
250,928
|
|
|
204,768
|
|
1,791
|
|
(736
|
)
|
205,823
|
|
||||||||
Agency collateralized mortgage obligations
|
332,775
|
|
869
|
|
(6,920
|
)
|
326,724
|
|
|
262,998
|
|
397
|
|
(4,987
|
)
|
258,408
|
|
||||||||
Single issuer trust preferred securities issued by banks
|
1,500
|
|
—
|
|
(10
|
)
|
1,490
|
|
|
1,500
|
|
29
|
|
—
|
|
1,529
|
|
||||||||
Small business administration pooled securities
|
23,727
|
|
105
|
|
(349
|
)
|
23,483
|
|
|
27,416
|
|
183
|
|
(200
|
)
|
27,399
|
|
||||||||
Total held to maturity securities
|
611,490
|
|
2,533
|
|
(10,383
|
)
|
603,640
|
|
|
497,688
|
|
2,429
|
|
(5,923
|
)
|
494,194
|
|
||||||||
Total
|
$
|
1,062,038
|
|
$
|
3,766
|
|
$
|
(19,412
|
)
|
$
|
1,046,392
|
|
|
$
|
945,907
|
|
$
|
6,169
|
|
$
|
(10,384
|
)
|
$
|
941,692
|
|
|
Due in one year or less
|
|
Due after one year to five years
|
|
Due after five to ten years
|
|
Due after ten years
|
|
Total
|
||||||||||||||||||||||||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||||
Available for sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
U.S. government agency securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,010
|
|
|
$
|
19,903
|
|
|
$
|
12,467
|
|
|
$
|
12,135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,477
|
|
|
$
|
32,038
|
|
Agency mortgage-backed securities
|
89
|
|
|
90
|
|
|
52,452
|
|
|
51,761
|
|
|
89,408
|
|
|
88,402
|
|
|
80,542
|
|
|
79,852
|
|
|
222,491
|
|
|
220,105
|
|
||||||||||
Agency collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138,149
|
|
|
134,911
|
|
|
138,149
|
|
|
134,911
|
|
||||||||||
State, county, and municipal securities
|
—
|
|
|
—
|
|
|
770
|
|
|
771
|
|
|
949
|
|
|
964
|
|
|
—
|
|
|
—
|
|
|
1,719
|
|
|
1,735
|
|
||||||||||
Single issuer trust preferred securities issued by banks
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|
707
|
|
|
717
|
|
|
707
|
|
||||||||||
Pooled trust preferred securities issued by banks and insurers
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,678
|
|
|
1,329
|
|
|
1,678
|
|
|
1,329
|
|
||||||||||
Small business administration pooled securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,317
|
|
|
51,927
|
|
|
53,317
|
|
|
51,927
|
|
||||||||||
Total available for sale securities
|
$
|
89
|
|
|
$
|
90
|
|
|
$
|
73,232
|
|
|
$
|
72,435
|
|
|
$
|
102,824
|
|
|
$
|
101,501
|
|
|
$
|
274,403
|
|
|
$
|
268,726
|
|
|
$
|
450,548
|
|
|
$
|
442,752
|
|
Held to maturity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
U.S. Treasury securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,004
|
|
|
$
|
1,015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,004
|
|
|
$
|
1,015
|
|
Agency mortgage-backed securities
|
—
|
|
|
—
|
|
|
12,098
|
|
|
11,966
|
|
|
35,703
|
|
|
35,310
|
|
|
204,683
|
|
|
203,652
|
|
|
252,484
|
|
|
250,928
|
|
||||||||||
Agency collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
735
|
|
|
732
|
|
|
332,040
|
|
|
325,992
|
|
|
332,775
|
|
|
326,724
|
|
||||||||||
State, county, and municipal securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Single issuer trust preferred securities issued by banks
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,490
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,490
|
|
||||||||||
Small business administration pooled securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,727
|
|
|
23,483
|
|
|
23,727
|
|
|
23,483
|
|
||||||||||
Total held to maturity securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,102
|
|
|
$
|
12,981
|
|
|
$
|
37,938
|
|
|
$
|
37,532
|
|
|
$
|
560,450
|
|
|
$
|
553,127
|
|
|
$
|
611,490
|
|
|
$
|
603,640
|
|
|
|
|
December 31, 2018
|
|||||||||||||||||||||||
|
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
|||||||||||||||||||
Description of securities
|
# of
holdings |
|
Fair Value
|
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
|||||||||||||
|
|
|
(Dollars in thousands)
|
|||||||||||||||||||||||
U.S. government agency securities
|
3
|
|
|
$
|
9,960
|
|
|
$
|
(43
|
)
|
|
$
|
22,078
|
|
|
$
|
(396
|
)
|
|
$
|
32,038
|
|
|
$
|
(439
|
)
|
Agency mortgage-backed securities
|
144
|
|
|
104,616
|
|
|
(1,363
|
)
|
|
222,850
|
|
|
(5,147
|
)
|
|
327,466
|
|
|
(6,510
|
)
|
||||||
Agency collateralized mortgage obligations
|
48
|
|
|
57,871
|
|
|
(398
|
)
|
|
279,229
|
|
|
(9,957
|
)
|
|
337,100
|
|
|
(10,355
|
)
|
||||||
Single issuer trust preferred securities issued by banks and insurers
|
2
|
|
|
2,197
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
2,197
|
|
|
(20
|
)
|
||||||
Pooled trust preferred securities issued by banks and insurers
|
1
|
|
|
—
|
|
|
—
|
|
|
1,329
|
|
|
(349
|
)
|
|
1,329
|
|
|
(349
|
)
|
||||||
Small business administration pooled securities
|
7
|
|
|
28,257
|
|
|
(662
|
)
|
|
40,621
|
|
|
(1,077
|
)
|
|
68,878
|
|
|
(1,739
|
)
|
||||||
Total temporarily impaired securities
|
205
|
|
|
$
|
202,901
|
|
|
$
|
(2,486
|
)
|
|
$
|
566,107
|
|
|
$
|
(16,926
|
)
|
|
$
|
769,008
|
|
|
$
|
(19,412
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
December 31, 2017
|
|||||||||||||||||||||||
|
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
|||||||||||||||||||
Description of securities
|
# of
holdings |
|
Fair Value
|
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
|||||||||||||
|
|
|
(Dollars in thousands)
|
|||||||||||||||||||||||
U.S.government agency securities
|
4
|
|
|
$
|
24,343
|
|
|
$
|
(131
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,343
|
|
|
$
|
(131
|
)
|
Agency mortgage-backed securities
|
84
|
|
|
$
|
235,411
|
|
|
$
|
(1,493
|
)
|
|
$
|
14,886
|
|
|
$
|
(310
|
)
|
|
$
|
250,297
|
|
|
$
|
(1,803
|
)
|
Agency collateralized mortgage obligations
|
42
|
|
|
178,142
|
|
|
(1,579
|
)
|
|
159,506
|
|
|
(5,572
|
)
|
|
337,648
|
|
|
(7,151
|
)
|
||||||
Pooled trust preferred securities issued by banks and insurers
|
1
|
|
|
—
|
|
|
—
|
|
|
1,640
|
|
|
(539
|
)
|
|
1,640
|
|
|
(539
|
)
|
||||||
Small business administration pooled securities
|
4
|
|
|
34,553
|
|
|
(223
|
)
|
|
9,647
|
|
|
(95
|
)
|
|
44,200
|
|
|
(318
|
)
|
||||||
Equity securities
|
28
|
|
|
3,290
|
|
|
(39
|
)
|
|
7,619
|
|
|
(403
|
)
|
|
10,909
|
|
|
(442
|
)
|
||||||
Total temporarily impaired securities
|
163
|
|
|
$
|
475,739
|
|
|
$
|
(3,465
|
)
|
|
$
|
193,298
|
|
|
$
|
(6,919
|
)
|
|
$
|
669,037
|
|
|
$
|
(10,384
|
)
|
•
|
U.S. Government Agency Securities, 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 implicitly guaranteed by the U.S. Government or one of its agencies.
|
•
|
Single Issuer Trust Preferred Securities: This portfolio consists of two securities, which are investment grade. The unrealized loss on these securities is attributable to the illiquid nature of the trust preferred market in the current economic environment. Management evaluates various financial metrics for the issuers, including regulatory capital ratios of the issuers.
|
•
|
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.
|
|
December 31, 2018
|
|
||||||||||||||||||||||||||||||
|
Commercial
and Industrial |
|
Commercial
Real Estate |
|
Commercial
Construction |
|
Small
Business |
|
Residential
Real Estate |
|
Home
Equity |
|
Other Consumer
|
|
Total
|
|
||||||||||||||||
|
(Dollars in thousands)
|
|
||||||||||||||||||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
13,256
|
|
|
$
|
31,453
|
|
|
$
|
5,698
|
|
|
$
|
1,577
|
|
|
$
|
2,822
|
|
|
$
|
5,390
|
|
|
$
|
447
|
|
|
$
|
60,643
|
|
|
Charge-offs
|
(355
|
)
|
|
(82
|
)
|
|
—
|
|
|
(372
|
)
|
|
(148
|
)
|
|
(293
|
)
|
|
(1,347
|
)
|
|
(2,597
|
)
|
|
||||||||
Recoveries
|
182
|
|
|
188
|
|
|
—
|
|
|
46
|
|
|
12
|
|
|
156
|
|
|
888
|
|
|
1,472
|
|
|
||||||||
Provision (benefit)
|
2,677
|
|
|
811
|
|
|
(540
|
)
|
|
505
|
|
|
533
|
|
|
355
|
|
|
434
|
|
|
4,775
|
|
|
||||||||
Ending balance
|
$
|
15,760
|
|
|
$
|
32,370
|
|
|
$
|
5,158
|
|
|
$
|
1,756
|
|
|
$
|
3,219
|
|
|
$
|
5,608
|
|
|
$
|
422
|
|
|
$
|
64,293
|
|
|
Ending balance: collectively evaluated for impairment
|
$
|
15,753
|
|
|
$
|
32,333
|
|
|
$
|
5,158
|
|
|
$
|
1,755
|
|
|
$
|
2,357
|
|
|
$
|
5,444
|
|
|
$
|
414
|
|
|
$
|
63,214
|
|
|
Ending balance: individually evaluated for impairment
|
$
|
7
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
862
|
|
|
$
|
164
|
|
|
$
|
8
|
|
|
$
|
1,079
|
|
|
Financing receivables ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Collectively evaluated for impairment
|
$
|
1,064,800
|
|
|
$
|
3,235,418
|
|
|
$
|
365,165
|
|
|
$
|
164,135
|
|
|
$
|
906,959
|
|
|
$
|
1,085,961
|
|
|
$
|
15,901
|
|
|
$
|
6,838,339
|
|
|
Individually evaluated for impairment
|
28,829
|
|
|
10,839
|
|
|
—
|
|
|
541
|
|
|
12,706
|
|
|
5,948
|
|
|
197
|
|
|
59,060
|
|
|
||||||||
Purchased credit impaired loans
|
—
|
|
|
4,991
|
|
|
—
|
|
|
—
|
|
|
3,629
|
|
|
175
|
|
|
—
|
|
|
8,795
|
|
|
||||||||
Total loans by group
|
$
|
1,093,629
|
|
|
$
|
3,251,248
|
|
|
$
|
365,165
|
|
|
$
|
164,676
|
|
|
$
|
923,294
|
|
|
$
|
1,092,084
|
|
|
$
|
16,098
|
|
|
$
|
6,906,194
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
December 31, 2017
|
|
||||||||||||||||||||||||||||||
|
Commercial
and Industrial |
|
Commercial
Real Estate |
|
Commercial
Construction |
|
Small
Business |
|
Residential
Real Estate |
|
Home
Equity |
|
Other Consumer
|
|
Total
|
|
||||||||||||||||
|
(Dollars in thousands)
|
|
||||||||||||||||||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
16,921
|
|
|
$
|
30,369
|
|
|
$
|
4,522
|
|
|
$
|
1,502
|
|
|
$
|
2,621
|
|
|
$
|
5,238
|
|
|
$
|
393
|
|
|
$
|
61,566
|
|
|
Charge-offs
|
(3,891
|
)
|
|
(39
|
)
|
|
—
|
|
|
(302
|
)
|
|
(207
|
)
|
|
(276
|
)
|
|
(1,494
|
)
|
|
(6,209
|
)
|
|
||||||||
Recoveries
|
615
|
|
|
385
|
|
|
—
|
|
|
114
|
|
|
31
|
|
|
198
|
|
|
993
|
|
|
2,336
|
|
|
||||||||
Provision (benefit)
|
(389
|
)
|
|
738
|
|
|
1,176
|
|
|
263
|
|
|
377
|
|
|
230
|
|
|
555
|
|
|
2,950
|
|
|
||||||||
Ending balance
|
$
|
13,256
|
|
|
$
|
31,453
|
|
|
$
|
5,698
|
|
|
$
|
1,577
|
|
|
$
|
2,822
|
|
|
$
|
5,390
|
|
|
$
|
447
|
|
|
$
|
60,643
|
|
|
Ending balance: collectively evaluated for impairment
|
$
|
13,246
|
|
|
$
|
31,411
|
|
|
$
|
5,698
|
|
|
$
|
1,576
|
|
|
$
|
1,815
|
|
|
$
|
5,125
|
|
|
$
|
430
|
|
|
$
|
59,301
|
|
|
Ending balance: individually evaluated for impairment
|
$
|
10
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1,007
|
|
|
$
|
265
|
|
|
$
|
17
|
|
|
$
|
1,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financing receivables ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Collectively evaluated for impairment
|
$
|
853,885
|
|
|
$
|
3,093,945
|
|
|
$
|
401,797
|
|
|
$
|
131,667
|
|
|
$
|
733,809
|
|
|
$
|
1,045,053
|
|
|
$
|
9,573
|
|
|
$
|
6,269,729
|
|
|
Individually evaluated for impairment
|
34,643
|
|
|
16,638
|
|
|
—
|
|
|
703
|
|
|
13,684
|
|
|
6,826
|
|
|
307
|
|
|
72,801
|
|
|
||||||||
Purchased credit impaired loans
|
—
|
|
|
5,978
|
|
|
—
|
|
|
—
|
|
|
6,836
|
|
|
209
|
|
|
—
|
|
|
13,023
|
|
|
||||||||
Total loans by group
|
$
|
888,528
|
|
|
$
|
3,116,561
|
|
|
$
|
401,797
|
|
|
$
|
132,370
|
|
|
$
|
754,329
|
|
|
$
|
1,052,088
|
|
|
$
|
9,880
|
|
|
$
|
6,355,553
|
|
(1)
|
|
December 31, 2016
|
|
||||||||||||||||||||||||||||||
|
Commercial
and Industrial |
|
Commercial
Real Estate |
|
Commercial
Construction |
|
Small
Business |
|
Residential
Real Estate |
|
Home Equity |
|
Other Consumer
|
|
Total
|
|
||||||||||||||||
|
(Dollars in thousands)
|
|
||||||||||||||||||||||||||||||
Allowance for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning balance
|
$
|
13,802
|
|
|
$
|
27,327
|
|
|
$
|
5,366
|
|
|
$
|
1,264
|
|
|
$
|
2,590
|
|
|
$
|
4,889
|
|
|
$
|
587
|
|
|
$
|
55,825
|
|
|
Charge-offs
|
(593
|
)
|
|
(414
|
)
|
|
—
|
|
|
(228
|
)
|
|
(28
|
)
|
|
(602
|
)
|
|
(1,607
|
)
|
|
(3,472
|
)
|
|
||||||||
Recoveries
|
859
|
|
|
564
|
|
|
—
|
|
|
195
|
|
|
299
|
|
|
141
|
|
|
1,080
|
|
|
3,138
|
|
|
||||||||
Provision (benefit)
|
2,853
|
|
|
2,892
|
|
|
(844
|
)
|
|
271
|
|
|
(240
|
)
|
|
810
|
|
|
333
|
|
|
6,075
|
|
|
||||||||
Ending balance
|
$
|
16,921
|
|
|
$
|
30,369
|
|
|
$
|
4,522
|
|
|
$
|
1,502
|
|
|
$
|
2,621
|
|
|
$
|
5,238
|
|
|
$
|
393
|
|
|
$
|
61,566
|
|
|
Ending balance: collectively evaluated for impairment
|
$
|
13,260
|
|
|
$
|
30,173
|
|
|
$
|
4,522
|
|
|
$
|
1,494
|
|
|
$
|
1,535
|
|
|
$
|
4,996
|
|
|
$
|
372
|
|
|
$
|
56,352
|
|
|
Ending balance: individually evaluated for impairment
|
$
|
3,661
|
|
|
$
|
196
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
1,086
|
|
|
$
|
242
|
|
|
$
|
21
|
|
|
$
|
5,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
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
|
|
|
||||||||
Purchase 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 $7.1 million, $6.1 million and $5.1 million at December 31, 2018, 2017 and 2016, respectively. Net unamortized discounts on acquired loans not deemed to be PCI included in the ending balance were $15.2 million, $9.4 million and $8.6 million at December 31, 2018, 2017 and 2016, respectively.
|
•
|
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 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.
|
•
|
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. Residential mortgage loans also include loans to construct owner-occupied 1-4 family residential properties.
|
•
|
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, the home equity line of credit is billed as a percentage of the then outstanding principal balance plus all accrued interest over a predetermined repayment period, as set forth in the note. 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, investor management secured lines of credit and amortizing loans made to qualified individuals for various purposes such as 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.
|
•
|
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.
|
•
|
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,
|
•
|
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.
|
|
|
|
December 31, 2018
|
||||||||||||||||||
Category
|
Risk
Rating |
|
Commercial and
Industrial |
|
Commercial Real
Estate |
|
Commercial
Construction |
|
Small Business
|
|
Total
|
||||||||||
|
|
|
(Dollars in thousands)
|
||||||||||||||||||
Pass
|
1 - 6
|
|
$
|
1,014,370
|
|
|
$
|
3,156,989
|
|
|
$
|
361,884
|
|
|
$
|
161,851
|
|
|
$
|
4,695,094
|
|
Potential weakness
|
7
|
|
16,860
|
|
|
56,840
|
|
|
298
|
|
|
888
|
|
|
74,886
|
|
|||||
Definite weakness - loss unlikely
|
8
|
|
58,909
|
|
|
37,419
|
|
|
2,983
|
|
|
1,937
|
|
|
101,248
|
|
|||||
Partial loss probable
|
9
|
|
3,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,490
|
|
|||||
Definite loss
|
10
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
|
$
|
1,093,629
|
|
|
$
|
3,251,248
|
|
|
$
|
365,165
|
|
|
$
|
164,676
|
|
|
$
|
4,874,718
|
|
|
|
|
December 31, 2017
|
||||||||||||||||||
Category
|
Risk
Rating |
|
Commercial and
Industrial |
|
Commercial Real
Estate |
|
Commercial
Construction |
|
Small Business
|
|
Total
|
||||||||||
|
|
|
(Dollars in thousands)
|
||||||||||||||||||
Pass
|
1 - 6
|
|
$
|
806,331
|
|
|
$
|
3,007,672
|
|
|
$
|
400,964
|
|
|
$
|
130,265
|
|
|
$
|
4,345,232
|
|
Potential weakness
|
7
|
|
16,563
|
|
|
69,788
|
|
|
—
|
|
|
1,471
|
|
|
87,822
|
|
|||||
Definite weakness - loss unlikely
|
8
|
|
59,415
|
|
|
38,637
|
|
|
833
|
|
|
631
|
|
|
99,516
|
|
|||||
Partial loss probable
|
9
|
|
6,219
|
|
|
464
|
|
|
—
|
|
|
3
|
|
|
6,686
|
|
|||||
Definite loss
|
10
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
|
$
|
888,528
|
|
|
$
|
3,116,561
|
|
|
$
|
401,797
|
|
|
$
|
132,370
|
|
|
$
|
4,539,256
|
|
|
December 31
|
||||
|
2018
|
|
2017
|
||
Residential portfolio
|
|
|
|
||
FICO score (re-scored)(1)
|
749
|
|
|
745
|
|
LTV (re-valued)(2)
|
58.6
|
%
|
|
59.2
|
%
|
Home equity portfolio
|
|
|
|
||
FICO score (re-scored)(1)
|
767
|
|
|
766
|
|
LTV (re-valued)(2)(3)
|
49.3
|
%
|
|
50.1
|
%
|
(1)
|
The average FICO scores at December 31, 2018 are based upon rescores available from November 2018 and origination score data for loans booked in December 2018. The average FICO scores at December 31, 2017 are based upon rescores available from August 2017 and origination score data for loans booked between September and December 2017.
|
(2)
|
The combined LTV ratios for December 31, 2018 are based upon updated automated valuations as of November 2018, when available, and/or the most current valuation data available. The combined LTV ratios for December 31, 2017 are based upon updated automated valuations as of August 2017, when available, and /or the most current valuation data available. The updated automated valuations provide new information on loans that may be available since the previous valuation was obtained. If no new information is available, the valuation will default to the previously obtained data or most recent appraisal.
|
(3)
|
For home equity loans and lines in a subordinate lien, the LTV data represents a combined LTV, taking into account the senior lien data for loans and lines.
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Commercial and industrial
|
$
|
26,310
|
|
|
$
|
32,055
|
|
Commercial real estate
|
3,015
|
|
|
3,123
|
|
||
Commercial construction
|
311
|
|
|
—
|
|
||
Small business
|
235
|
|
|
230
|
|
||
Residential real estate
|
8,251
|
|
|
8,129
|
|
||
Home equity
|
7,278
|
|
|
6,022
|
|
||
Other consumer
|
13
|
|
|
71
|
|
||
Total nonaccrual loans (1)
|
$
|
45,413
|
|
|
$
|
49,630
|
|
(1)
|
Included in these amounts were $29.3 million and $6.1 million of nonaccruing TDRs at December 31, 2018 and 2017, respectively. During the fourth quarter of 2018 nonaccrual loans associated with a large commercial loan customer that had previously declared bankruptcy were modified when a court confirmed the customer's bankruptcy reorganization plan. That revision to loan terms required the Company to deem loans associated with the customer as troubled debt restructures as of December 31, 2018 which amounted to $25.9 million.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in thousands)
|
||||||
Foreclosed residential real estate property held by the creditor
|
$
|
—
|
|
|
$
|
612
|
|
Recorded investment in mortgage loans collateralized by residential real estate property that are in the process of foreclosure
|
$
|
3,174
|
|
|
$
|
2,971
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||||||||||||||
|
30-59 days
|
|
60-89 days
|
|
90 days or more
|
|
Total Past Due
|
|
Current
|
|
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 |
|
|||||||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||||
Commercial and industrial
|
—
|
|
|
$
|
—
|
|
|
4
|
|
|
$
|
382
|
|
|
11
|
|
|
$
|
26,311
|
|
|
15
|
|
|
$
|
26,693
|
|
|
$
|
1,066,936
|
|
|
$
|
1,093,629
|
|
|
$
|
—
|
|
Commercial real estate
|
9
|
|
|
1,627
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
2,250
|
|
|
17
|
|
|
3,877
|
|
|
3,247,371
|
|
|
3,251,248
|
|
|
—
|
|
|||||||
Commercial construction
|
1
|
|
|
1,271
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
311
|
|
|
2
|
|
|
1,582
|
|
|
363,583
|
|
|
365,165
|
|
|
—
|
|
|||||||
Small business
|
15
|
|
|
506
|
|
|
19
|
|
|
87
|
|
|
24
|
|
|
162
|
|
|
58
|
|
|
755
|
|
|
163,921
|
|
|
164,676
|
|
|
—
|
|
|||||||
Residential real estate
|
23
|
|
|
3,486
|
|
|
6
|
|
|
521
|
|
|
25
|
|
|
4,382
|
|
|
54
|
|
|
8,389
|
|
|
914,905
|
|
|
923,294
|
|
|
—
|
|
|||||||
Home equity
|
22
|
|
|
1,331
|
|
|
12
|
|
|
855
|
|
|
29
|
|
|
2,663
|
|
|
63
|
|
|
4,849
|
|
|
1,087,235
|
|
|
1,092,084
|
|
|
—
|
|
|||||||
Other consumer (1)
|
330
|
|
|
181
|
|
|
15
|
|
|
9
|
|
|
12
|
|
|
13
|
|
|
357
|
|
|
203
|
|
|
15,895
|
|
|
16,098
|
|
|
5
|
|
|||||||
Total
|
400
|
|
|
$
|
8,402
|
|
|
56
|
|
|
$
|
1,854
|
|
|
110
|
|
|
$
|
36,092
|
|
|
566
|
|
|
$
|
46,348
|
|
|
$
|
6,859,846
|
|
|
$
|
6,906,194
|
|
|
$
|
5
|
|
|
December 31, 2017
|
||||||||||||||||||||||||||||||||||||||
|
30-59 days
|
|
60-89 days
|
|
90 days or more
|
|
Total Past Due
|
|
Current
|
|
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 |
|
|||||||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||||||||||
Commercial and industrial
|
2
|
|
|
$
|
195
|
|
|
2
|
|
|
$
|
370
|
|
|
14
|
|
|
$
|
32,007
|
|
|
18
|
|
|
$
|
32,572
|
|
|
$
|
855,956
|
|
|
$
|
888,528
|
|
|
$
|
—
|
|
Commercial real estate
|
7
|
|
|
3,060
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
1,793
|
|
|
16
|
|
|
4,853
|
|
|
3,111,708
|
|
|
3,116,561
|
|
|
—
|
|
|||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
401,797
|
|
|
401,797
|
|
|
—
|
|
|||||||
Small business
|
17
|
|
|
339
|
|
|
11
|
|
|
144
|
|
|
10
|
|
|
57
|
|
|
38
|
|
|
540
|
|
|
131,830
|
|
|
132,370
|
|
|
—
|
|
|||||||
Residential real estate
|
6
|
|
|
870
|
|
|
13
|
|
|
2,385
|
|
|
22
|
|
|
3,471
|
|
|
41
|
|
|
6,726
|
|
|
747,603
|
|
|
754,329
|
|
|
—
|
|
|||||||
Home equity
|
22
|
|
|
1,310
|
|
|
6
|
|
|
451
|
|
|
20
|
|
|
2,025
|
|
|
48
|
|
|
3,786
|
|
|
1,048,302
|
|
|
1,052,088
|
|
|
—
|
|
|||||||
Other consumer (1)
|
265
|
|
|
197
|
|
|
16
|
|
|
27
|
|
|
17
|
|
|
45
|
|
|
298
|
|
|
269
|
|
|
9,611
|
|
|
9,880
|
|
|
8
|
|
|||||||
Total
|
319
|
|
|
$
|
5,971
|
|
|
48
|
|
|
$
|
3,377
|
|
|
92
|
|
|
$
|
39,398
|
|
|
459
|
|
|
$
|
48,746
|
|
|
$
|
6,306,807
|
|
|
$
|
6,355,553
|
|
|
$
|
8
|
|
(1)
|
Other consumer portfolio is inclusive of deposit account overdrafts recorded as loan balances.
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
TDRs on accrual status
|
$
|
23,849
|
|
|
$
|
25,852
|
|
TDRs on nonaccrual status
|
29,348
|
|
(1)
|
6,067
|
|
||
Total TDRs
|
$
|
53,197
|
|
|
$
|
31,919
|
|
Amount of specific reserves included in the allowance for loan loss associated with TDRs:
|
$
|
1,079
|
|
|
$
|
1,342
|
|
Additional commitments to lend to a borrower who has been a party to a TDR:
|
$
|
982
|
|
|
$
|
487
|
|
(1)
|
During the fourth quarter of 2018 nonaccrual loans associated with a large commercial loan customer that had previously declared bankruptcy were modified when a court confirmed the customer's bankruptcy reorganization plan. That revision to loan terms required the Company to deem loans associated with the customer as troubled debt restructures as of December 31, 2018 which amounted to $25.9 million.
|
|
Years Ended December 31
|
|||||||||
|
2018
|
|||||||||
|
Number
of Contracts |
|
Pre-Modification
Outstanding Recorded Investment |
|
Post-Modification
Outstanding Recorded Investment |
|||||
|
(Dollars in thousands)
|
|||||||||
Troubled debt restructurings
|
|
|
|
|
|
|||||
Commercial and industrial (1)
|
12
|
|
|
$
|
35,688
|
|
|
$
|
39,224
|
|
Commercial real estate
|
3
|
|
|
1,600
|
|
|
1,600
|
|
||
Residential real estate
|
5
|
|
|
1,048
|
|
|
1,071
|
|
||
Home equity
|
9
|
|
|
562
|
|
|
562
|
|
||
Total
|
29
|
|
|
$
|
38,898
|
|
|
$
|
42,457
|
|
|
|
|
|
|
|
|||||
|
2017
|
|||||||||
Troubled debt restructurings
|
|
|
|
|
|
|||||
Commercial and industrial
|
12
|
|
|
$
|
1,787
|
|
|
$
|
1,787
|
|
Commercial real estate
|
6
|
|
|
2,705
|
|
|
2,705
|
|
||
Small business
|
9
|
|
|
369
|
|
|
369
|
|
||
Residential real estate
|
10
|
|
|
1,284
|
|
|
1,326
|
|
||
Home equity
|
17
|
|
|
1,985
|
|
|
1,988
|
|
||
Total
|
54
|
|
|
$
|
8,130
|
|
|
$
|
8,175
|
|
|
|
|
|
|
|
|||||
|
2016
|
|||||||||
Troubled debt restructurings
|
|
|
|
|
|
|||||
Commercial and industrial
|
10
|
|
|
$
|
1,623
|
|
|
$
|
1,623
|
|
Commercial real estate
|
10
|
|
|
2,959
|
|
|
2,959
|
|
||
Small business
|
3
|
|
|
188
|
|
|
188
|
|
||
Residential real estate
|
8
|
|
|
1,808
|
|
|
1,850
|
|
||
Home equity
|
13
|
|
|
932
|
|
|
932
|
|
||
Other consumer
|
6
|
|
|
153
|
|
|
153
|
|
||
Total
|
50
|
|
|
$
|
7,663
|
|
|
$
|
7,705
|
|
(1)
|
The pre-modification and post-modification balances represent the legal principal balance of the loan. These amounts may show an increase when modifications include a capitalization of interest and/or professional fees.
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Extended maturity
|
$
|
2,878
|
|
|
$
|
5,881
|
|
|
$
|
5,044
|
|
Adjusted interest rate
|
57
|
|
|
—
|
|
|
92
|
|
|||
Combination rate and maturity
|
38,812
|
|
|
568
|
|
|
1,035
|
|
|||
Court ordered concession
|
710
|
|
|
1,726
|
|
|
1,534
|
|
|||
Total
|
$
|
42,457
|
|
|
$
|
8,175
|
|
|
$
|
7,705
|
|
|
As of and For the Years Ended December 31
|
||||||||||||||||||
|
2018
|
||||||||||||||||||
|
Recorded
Investment |
|
Unpaid
Principal Balance |
|
Related
Allowance |
|
Average
Recorded Investment |
|
Interest Income Recognized
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
28,459
|
|
|
$
|
35,913
|
|
|
$
|
—
|
|
|
$
|
31,117
|
|
|
$
|
142
|
|
Commercial real estate
|
9,552
|
|
|
9,832
|
|
|
—
|
|
|
10,561
|
|
|
519
|
|
|||||
Small business
|
358
|
|
|
439
|
|
|
—
|
|
|
401
|
|
|
14
|
|
|||||
Residential real estate
|
4,518
|
|
|
4,686
|
|
|
—
|
|
|
4,597
|
|
|
212
|
|
|||||
Home equity
|
4,957
|
|
|
5,199
|
|
|
—
|
|
|
5,230
|
|
|
220
|
|
|||||
Other consumer
|
56
|
|
|
56
|
|
|
—
|
|
|
64
|
|
|
4
|
|
|||||
Subtotal
|
47,900
|
|
|
56,125
|
|
|
—
|
|
|
51,970
|
|
|
1,111
|
|
|||||
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
370
|
|
|
370
|
|
|
7
|
|
|
385
|
|
|
19
|
|
|||||
Commercial real estate
|
1,287
|
|
|
1,287
|
|
|
37
|
|
|
1,311
|
|
|
74
|
|
|||||
Small business
|
183
|
|
|
223
|
|
|
1
|
|
|
225
|
|
|
13
|
|
|||||
Residential real estate
|
8,188
|
|
|
9,217
|
|
|
862
|
|
|
8,459
|
|
|
289
|
|
|||||
Home equity
|
991
|
|
|
1,149
|
|
|
164
|
|
|
1,018
|
|
|
43
|
|
|||||
Other consumer
|
141
|
|
|
143
|
|
|
8
|
|
|
154
|
|
|
5
|
|
|||||
Subtotal
|
11,160
|
|
|
12,389
|
|
|
1,079
|
|
|
11,552
|
|
|
443
|
|
|||||
Total
|
$
|
59,060
|
|
|
$
|
68,514
|
|
|
$
|
1,079
|
|
|
$
|
63,522
|
|
|
$
|
1,554
|
|
|
2017
|
||||||||||||||||||
|
Recorded
Investment |
|
Unpaid
Principal Balance |
|
Related
Allowance |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
34,267
|
|
|
$
|
38,329
|
|
|
$
|
—
|
|
|
$
|
36,631
|
|
|
$
|
446
|
|
Commercial real estate
|
13,245
|
|
|
14,374
|
|
|
—
|
|
|
13,683
|
|
|
559
|
|
|||||
Small business
|
556
|
|
|
619
|
|
|
—
|
|
|
569
|
|
|
21
|
|
|||||
Residential real estate
|
4,264
|
|
|
4,397
|
|
|
—
|
|
|
4,332
|
|
|
218
|
|
|||||
Home equity
|
4,950
|
|
|
5,056
|
|
|
—
|
|
|
5,063
|
|
|
198
|
|
|||||
Other consumer
|
91
|
|
|
92
|
|
|
—
|
|
|
102
|
|
|
7
|
|
|||||
Subtotal
|
57,373
|
|
|
62,867
|
|
|
—
|
|
|
60,380
|
|
|
1,449
|
|
|||||
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
376
|
|
|
376
|
|
|
10
|
|
|
391
|
|
|
19
|
|
|||||
Commercial real estate
|
3,393
|
|
|
3,399
|
|
|
42
|
|
|
3,447
|
|
|
198
|
|
|||||
Small business
|
147
|
|
|
153
|
|
|
1
|
|
|
238
|
|
|
14
|
|
|||||
Residential real estate
|
9,420
|
|
|
10,154
|
|
|
1,007
|
|
|
9,575
|
|
|
284
|
|
|||||
Home equity
|
1,876
|
|
|
2,110
|
|
|
265
|
|
|
1,916
|
|
|
55
|
|
|||||
Other consumer
|
216
|
|
|
217
|
|
|
17
|
|
|
233
|
|
|
7
|
|
|||||
Subtotal
|
15,428
|
|
|
16,409
|
|
|
1,342
|
|
|
15,800
|
|
|
577
|
|
|||||
Total
|
$
|
72,801
|
|
|
$
|
79,276
|
|
|
$
|
1,342
|
|
|
$
|
76,180
|
|
|
$
|
2,026
|
|
|
2016
|
||||||||||||||||||
|
Recorded
Investment |
|
Unpaid
Principal Balance |
|
Related
Allowance |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
With no related allowance recorded
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
28,776
|
|
|
$
|
29,772
|
|
|
$
|
—
|
|
|
$
|
26,472
|
|
|
$
|
927
|
|
Commercial real estate
|
11,628
|
|
|
12,891
|
|
|
—
|
|
|
12,744
|
|
|
437
|
|
|||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Small business
|
494
|
|
|
569
|
|
|
—
|
|
|
534
|
|
|
20
|
|
|||||
Residential real estate
|
4,216
|
|
|
4,427
|
|
|
—
|
|
|
4,302
|
|
|
185
|
|
|||||
Home equity
|
4,485
|
|
|
4,572
|
|
|
—
|
|
|
4,602
|
|
|
184
|
|
|||||
Other consumer
|
146
|
|
|
146
|
|
|
—
|
|
|
160
|
|
|
11
|
|
|||||
Subtotal
|
49,745
|
|
|
52,377
|
|
|
—
|
|
|
48,814
|
|
|
1,764
|
|
|||||
With an allowance recorded
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
10,402
|
|
|
10,440
|
|
|
3,661
|
|
|
10,760
|
|
|
325
|
|
|||||
Commercial real estate
|
5,185
|
|
|
5,533
|
|
|
196
|
|
|
5,491
|
|
|
200
|
|
|||||
Small business
|
377
|
|
|
392
|
|
|
8
|
|
|
408
|
|
|
21
|
|
|||||
Residential real estate
|
9,959
|
|
|
10,530
|
|
|
1,086
|
|
|
10,065
|
|
|
332
|
|
|||||
Home equity
|
1,378
|
|
|
1,547
|
|
|
242
|
|
|
1,403
|
|
|
50
|
|
|||||
Other consumer
|
251
|
|
|
252
|
|
|
21
|
|
|
268
|
|
|
8
|
|
|||||
Subtotal
|
27,552
|
|
|
28,694
|
|
|
5,214
|
|
|
28,395
|
|
|
936
|
|
|||||
Total
|
$
|
77,297
|
|
|
$
|
81,071
|
|
|
$
|
5,214
|
|
|
$
|
77,209
|
|
|
$
|
2,700
|
|
|
|
December 31
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(Dollars in thousands)
|
||||||
Outstanding balance
|
|
$
|
9,749
|
|
|
$
|
14,485
|
|
Carrying amount
|
|
$
|
8,795
|
|
|
$
|
13,023
|
|
|
|
2018
|
|
2017
|
||||
|
|
(Dollars in thousands)
|
||||||
Beginning balance
|
|
$
|
1,791
|
|
|
$
|
2,370
|
|
Accretion
|
|
(1,135
|
)
|
|
(1,475
|
)
|
||
Other change in expected cash flows (1)
|
|
310
|
|
|
748
|
|
||
Reclassification from nonaccretable difference for loans which have paid off (2)
|
|
225
|
|
|
148
|
|
||
Ending balance
|
|
$
|
1,191
|
|
|
$
|
1,791
|
|
(1)
|
Represents changes in cash flows expected to be collected resulting in increased interest income as a prospective yield adjustment over the remaining life of the loan(s).
|
(2)
|
Results in increased income during the period when a loan pays off at amount greater than originally expected.
|
|
2018
|
|
2017
|
|
Estimated
Useful Life |
||||
|
(Dollars in thousands)
|
|
(In years)
|
||||||
Cost
|
|
|
|
|
|
||||
Land
|
$
|
24,502
|
|
|
$
|
23,719
|
|
|
n/a
|
Bank premises
|
53,052
|
|
|
49,159
|
|
|
5-40
|
||
Leasehold improvements
|
27,615
|
|
|
25,184
|
|
|
1-27
|
||
Furniture and equipment
|
66,974
|
|
|
62,521
|
|
|
2-12
|
||
Leased equipment
|
10,644
|
|
|
10,644
|
|
|
7
|
||
Total cost
|
182,787
|
|
|
171,227
|
|
|
|
||
Accumulated depreciation
|
(85,206
|
)
|
|
(76,505
|
)
|
|
|
||
Net bank premises and equipment
|
$
|
97,581
|
|
|
$
|
94,722
|
|
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Balances not subject to amortization
|
|
|
|
||||
Goodwill
|
$
|
256,105
|
|
|
$
|
231,806
|
|
Balances subject to amortization
|
|
|
|
||||
Core deposit intangibles
|
13,692
|
|
|
8,636
|
|
||
Other intangible assets
|
1,558
|
|
|
705
|
|
||
Total other intangible assets
|
15,250
|
|
|
9,341
|
|
||
Total goodwill and other intangible assets
|
$
|
271,355
|
|
|
$
|
241,147
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Balance at beginning of year
|
$
|
231,806
|
|
|
$
|
221,526
|
|
Acquisitions
|
24,299
|
|
|
10,280
|
|
||
Balance at end of year
|
$
|
256,105
|
|
|
$
|
231,806
|
|
|
December 31
|
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Core deposit intangibles
|
$
|
34,137
|
|
|
$
|
(20,445
|
)
|
|
$
|
13,692
|
|
|
$
|
26,736
|
|
|
$
|
(18,100
|
)
|
|
$
|
8,636
|
|
Other intangible assets
|
3,103
|
|
|
(1,545
|
)
|
|
1,558
|
|
|
3,165
|
|
|
(2,460
|
)
|
|
705
|
|
||||||
Total
|
$
|
37,240
|
|
|
$
|
(21,990
|
)
|
|
$
|
15,250
|
|
|
$
|
29,901
|
|
|
$
|
(20,560
|
)
|
|
$
|
9,341
|
|
Year
|
Amount
|
||
|
(Dollars in thousands)
|
||
2019
|
$
|
3,050
|
|
2020
|
$
|
2,647
|
|
2021
|
$
|
2,394
|
|
2022
|
$
|
1,962
|
|
2023
|
$
|
1,697
|
|
|
2018
|
|
2017
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||
1 year or less
|
$
|
511,292
|
|
|
71.9
|
%
|
|
$
|
393,452
|
|
|
61.1
|
%
|
Over 1 year to 2 years
|
111,487
|
|
|
15.7
|
%
|
|
119,341
|
|
|
18.5
|
%
|
||
Over 2 years to 3 years
|
41,523
|
|
|
5.8
|
%
|
|
57,619
|
|
|
8.9
|
%
|
||
Over 3 years to 4 years
|
27,040
|
|
|
3.8
|
%
|
|
41,183
|
|
|
6.4
|
%
|
||
Over 4 years to 5 years
|
19,761
|
|
|
2.8
|
%
|
|
32,706
|
|
|
5.1
|
%
|
||
Total
|
$
|
711,103
|
|
|
100.0
|
%
|
|
$
|
644,301
|
|
|
100.0
|
%
|
|
|
2018
|
|
2017
|
||||||||||
|
|
|
|
Weighted
|
|
|
|
Weighted
|
||||||
|
|
|
|
Average
|
|
|
|
Average
|
||||||
|
|
Total
|
|
Contractual
|
|
Total
|
|
Contractual
|
||||||
|
|
Outstanding
|
|
Rate
|
|
Outstanding
|
|
Rate
|
||||||
|
|
(Dollars in thousands)
|
||||||||||||
Stated Maturity
|
|
|
|
|
|
|
|
|
||||||
2018
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
52,475
|
|
|
1.58
|
%
|
2019
|
|
147,046
|
|
|
2.68
|
%
|
|
—
|
|
|
—
|
%
|
||
Subtotal
|
|
147,046
|
|
|
2.68
|
%
|
|
52,475
|
|
|
1.58
|
%
|
||
Amortizing advances
|
|
760
|
|
|
|
|
789
|
|
|
|
||||
Total Federal Home Loan Bank Advances
|
|
$
|
147,806
|
|
|
|
|
$
|
53,264
|
|
|
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Sources of collateral
|
|
||||||
U.S. government agency securities
|
$
|
—
|
|
|
$
|
16,867
|
|
Agency mortgage-backed securities
|
—
|
|
|
51,273
|
|
||
Agency collateralized mortgage obligations
|
—
|
|
|
94,539
|
|
||
Total customer repurchase agreements (1)
|
$
|
—
|
|
|
$
|
162,679
|
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Junior subordinated debentures
|
|
|
|
||||
Capital Trust V
|
$
|
51,505
|
|
|
$
|
51,503
|
|
Slades Ferry Trust I
|
10,234
|
|
|
10,229
|
|
||
Central Trust I
|
5,258
|
|
|
5,258
|
|
||
Central Trust II
|
6,083
|
|
|
6,083
|
|
||
East Main Street Trust
|
3,093
|
|
|
—
|
|
||
Subordinated debentures
|
34,728
|
|
|
34,682
|
|
||
Total long-term debt
|
$
|
110,901
|
|
|
$
|
107,755
|
|
Trust
|
Description of Capital Securities
|
Capital Trust V
|
$50.0 million due in 2037, interest at a variable rate of 3 month LIBOR plus 1.48% (4.27% at December 31, 2018),which, effective on January 17, 2017, has been converted to a fixed rate of 2.84% through the use of an interest rate swap.
|
Slades Ferry Trust I
|
$10.0 million due in 2034, bearing interest at a variable rate of 3 month LIBOR plus 2.79% (5.59% at December 31, 2018). These securities are callable quarterly, until maturity.
|
Central Trust I
|
$5.1 million due in 2034, bearing interest at a variable rate of 3 month LIBOR plus 2.44% (5.23% at December 31, 2018). These securities are callable quarterly, until maturity.
|
Central Trust II
|
$5.9 million due in 2037, bearing interest at a variable rate of 3 month LIBOR plus 1.65% (4.44% at December 31, 2018). These securities are callable quarterly, until maturity.
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Junior subordinated debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Capital trust V
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51,547
|
|
|
$
|
51,547
|
|
Slades ferry trust I
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,310
|
|
|
10,310
|
|
|||||||
Central trust I
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,258
|
|
|
5,258
|
|
|||||||
Central trust II
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,083
|
|
|
6,083
|
|
|||||||
East Main Street Trust
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,093
|
|
|
3,093
|
|
|||||||
Subordinated debentures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|
35,000
|
|
|||||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111,291
|
|
|
$
|
111,291
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands, except per share data)
|
||||||||||
Net income
|
$
|
121,622
|
|
|
$
|
87,204
|
|
|
$
|
76,648
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares
|
|
||||||||||
Basic shares
|
27,592,380
|
|
|
27,294,028
|
|
|
26,404,071
|
|
|||
Effect of dilutive securities
|
61,428
|
|
|
78,076
|
|
|
51,847
|
|
|||
Diluted shares
|
27,653,808
|
|
|
27,372,104
|
|
|
26,455,918
|
|
|||
|
|
|
|
|
|
||||||
Net income per share
|
|
|
|
|
|
||||||
Basic EPS
|
$
|
4.41
|
|
|
$
|
3.19
|
|
|
$
|
2.90
|
|
Effect of dilutive securities
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Diluted EPS
|
$
|
4.40
|
|
|
$
|
3.19
|
|
|
$
|
2.90
|
|
|
|
Authorized Awards
|
Cumulatively Granted, Net of
Forfeitures and Expirations |
|
Total
|
|
Authorized
but Unissued |
|
||||||||
Stock
Option Awards |
|
Restricted
Stock Awards |
|
|||||||||||||
2005 Plan
|
|
1,650,000
|
|
387,258
|
|
|
750,931
|
|
|
1,138,189
|
|
|
511,811
|
|
|
|
2010 Plan
|
|
314,600
|
|
46,500
|
|
|
93,245
|
|
|
139,745
|
|
|
174,855
|
|
(1)
|
|
2018 Plan
|
|
300,000
|
|
—
|
|
|
6,000
|
|
|
6,000
|
|
|
294,000
|
|
(1)
|
(1)
|
The Company may award up to a total of 300,000 shares from the 2018 Plan, inclusive of 174,855 shares that were Authorized but Unissued in the 2010 Plan, and were transferred from the 2010 Plan to the 2018 Plan. Due to this transfer, there are no available shares remaining to be issued from the 2010 Plan.
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Stock based compensation expense
|
|
|
|
|
|
||||||
Restricted stock awards(1)
|
$
|
3,299
|
|
|
$
|
2,730
|
|
|
$
|
2,590
|
|
Directors’ fee expense
|
|
|
|
|
|
||||||
Stock options
|
66
|
|
|
76
|
|
|
72
|
|
|||
Restricted stock awards
|
860
|
|
|
527
|
|
|
303
|
|
|||
Total stock based award expense
|
$
|
4,225
|
|
|
$
|
3,333
|
|
|
$
|
2,965
|
|
Related tax benefits recognized in earnings
|
$
|
1,188
|
|
|
$
|
1,362
|
|
|
$
|
1,211
|
|
(1)
|
Inclusive of compensation expense associated with time-vested and performance-based restricted stock awards.
|
•
|
Expected volatility is based on the standard deviation of the historical volatility of the weekly adjusted closing price of the Company’s shares for a period equivalent to the expected life of the option.
|
•
|
Expected life represents the period of time that the option is expected to be outstanding, taking into account the contractual term, historical exercise/forfeiture behavior, and the vesting period, if any.
|
•
|
Expected dividend yield is an annualized rate calculated using the most recent dividend payment at time of grant and the Company’s average trailing twelve-month daily closing stock price.
|
•
|
The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period equivalent to the expected life of the option.
|
•
|
Prior to January 1, 2017, the stock based compensation expense recognized in earnings was based on the amount of awards ultimately expected to vest, therefore a forfeiture assumption was estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differed from those estimates. Stock based compensation expense recognized was reduced for annualized estimated forfeitures of 4.5% in 2016 based on historical experience. Effective January 1, 2017, the Company adopted new accounting guidance and 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.
|
|
Years Ended December 31
|
|||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||
Date of grant
|
4/3/2018
|
|
|
11/7/2017
|
|
|
7/14/2016
|
|
2/20/2016
|
|
||||
Plan
|
2010
|
|
|
2010
|
|
|
2010
|
|
2010
|
|
||||
Options granted
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
5,000
|
|
||||
Vesting period (beginning on the grant date)
|
21 months
|
|
|
14 months
|
|
|
18 months
|
|
22 months
|
|
||||
Expiration date
|
4/3/2028
|
|
|
11/7/2027
|
|
|
7/14/2026
|
|
2/20/2026
|
|
||||
Expected volatility
|
21.15
|
%
|
|
20.80
|
%
|
|
32.28
|
%
|
32.44
|
%
|
||||
Expected life (years)
|
5.5
|
|
|
5.5
|
|
|
5.5
|
|
5.5
|
|
||||
Expected dividend yield
|
1.94
|
%
|
|
1.87
|
%
|
|
2.37
|
%
|
2.28
|
%
|
||||
Risk free interest rate
|
2.62
|
%
|
|
2.02
|
%
|
|
1.14
|
%
|
1.29
|
%
|
||||
Fair value per option
|
$
|
13.46
|
|
|
$
|
12.43
|
|
|
$
|
11.46
|
|
$
|
10.59
|
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands, except per share data)
|
||||||||||
Fair value of stock options vested based on grant date fair value
|
$
|
85
|
|
|
$
|
72
|
|
|
$
|
37
|
|
Intrinsic value of stock options exercised
|
$
|
1,525
|
|
|
$
|
1,082
|
|
|
$
|
494
|
|
Cash received from stock option exercises
|
$
|
1,024
|
|
|
$
|
918
|
|
|
$
|
680
|
|
Tax benefit realized on stock option exercises
|
$
|
429
|
|
|
$
|
442
|
|
|
$
|
204
|
|
Weighted average grant date fair value of options granted (per share)
|
$
|
13.46
|
|
|
$
|
12.43
|
|
|
$
|
11.03
|
|
|
Outstanding
|
|
Nonvested
|
|
|
||||||||||||||||||||
|
Stock Option
Awards |
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term (years) |
|
Aggregate
Intrinsic Value (1) |
|
Stock
Option Awards |
|
|
Weighted
Average Grant Date Fair Value |
|
|
||||||||||
|
(Dollars in thousands, except per share data)
|
|
|
||||||||||||||||||||||
Balance at January 1, 2018
|
84,000
|
|
|
|
$
|
32.16
|
|
|
|
|
|
|
4,999
|
|
|
|
$
|
12.11
|
|
|
|
||||
Granted
|
5,000
|
|
|
|
70.85
|
|
|
|
|
|
|
5,000
|
|
|
|
13.46
|
|
|
|
||||||
Exercised
|
(34,500
|
)
|
|
|
29.67
|
|
|
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
||||||
Vested
|
n/a
|
|
|
|
n/a
|
|
|
|
|
|
|
(6,667
|
)
|
|
|
12.70
|
|
|
|
||||||
Forfeited
|
—
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
||||||
Expired
|
—
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
||||||
Balance at December 31, 2018
|
54,500
|
|
(2)
|
|
$
|
37.28
|
|
|
4.02 years
|
|
$
|
1,776
|
|
|
3,332
|
|
|
|
$
|
12.94
|
|
|
|
||
Options outstanding and expected to vest at December 31, 2018
|
54,500
|
|
(3)
|
|
$
|
37.28
|
|
|
4.02 years
|
|
$
|
1,776
|
|
|
|
|
|
|
|
|
|||||
Options exercisable at December 31, 2018
|
51,168
|
|
(4)
|
|
$
|
35.12
|
|
|
3.69 years
|
|
$
|
1,776
|
|
|
|
|
|
|
|
|
|||||
Unrecognized compensation cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23
|
|
||||||||
Weighted average remaining recognition period (years)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.00
|
|
(1)
|
The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the average of the high price and low price at which the Company’s common stock traded on December 31, 2018 of $69.72, which would have been received by in-the-money option holders had they all exercised their options as of that date.
|
|
Shares Granted
|
|
Plan
|
|
Fair Value (1)
|
|
Vesting Period
|
|||
Time-vested
|
|
|
|
|
|
|
|
|||
2018
|
|
|
|
|
|
|
|
|||
2/15/2018
|
39,950
|
|
|
2005
|
|
$
|
71.75
|
|
|
Ratably over 5 years from grant date
|
2/27/2018
|
1,150
|
|
|
2005
|
|
$
|
72.60
|
|
|
Ratably over 5 years from grant date
|
5/15/2018
|
530
|
|
|
2005
|
|
$
|
74.00
|
|
|
Ratably over 5 years from grant date
|
5/22/2018
|
6,000
|
|
|
2018
|
|
$
|
76.58
|
|
|
Immediately upon grant date
|
11/15/2018
|
560
|
|
|
2005
|
|
$
|
77.78
|
|
|
Ratably over 5 years from grant date
|
|
|
|
|
|
|
|
|
|||
2017
|
|
|
|
|
|
|
|
|||
2/13/2017
|
1,200
|
|
|
2005
|
|
$
|
62.53
|
|
|
Ratably over 5 years from grant date
|
2/16/2017
|
34,150
|
|
|
2005
|
|
$
|
63.10
|
|
|
Ratably over 5 years from grant date
|
3/31/2017
|
500
|
|
|
2005
|
|
$
|
65.63
|
|
|
Ratably over 5 years from grant date
|
4/3/2017
|
1,500
|
|
|
2005
|
|
$
|
64.14
|
|
|
Once on November 30, 2017 (2)
|
5/15/2017
|
1,000
|
|
|
2005
|
|
$
|
64.03
|
|
|
Ratably over 5 years from grant date
|
5/23/2017
|
7,000
|
|
|
2010
|
|
$
|
61.95
|
|
|
At the end of 5 years from grant date (3)
|
6/15/2017
|
950
|
|
|
2005
|
|
$
|
66.18
|
|
|
Ratably over 5 years from grant date
|
|
|
|
|
|
|
|
|
|||
2016
|
|
|
|
|
|
|
|
|||
2/11/2016
|
51,475
|
|
|
2005
|
|
$
|
41.96
|
|
|
Ratably over 5 years from grant date
|
3/1/2016
|
600
|
|
|
2005
|
|
$
|
44.37
|
|
|
Ratably over 5 years from grant date
|
5/24/2016
|
8,700
|
|
|
2010
|
|
$
|
48.34
|
|
|
Once on May 24, 2021 (3)
|
9/19/2016
|
800
|
|
|
2005
|
|
$
|
52.92
|
|
|
Ratably over 5 years from grant date
|
11/7/2016
|
500
|
|
|
2005
|
|
$
|
54.28
|
|
|
Ratably over 5 years from grant date
|
11/14/2016
|
725
|
|
|
2010
|
|
$
|
63.43
|
|
|
Once on May 24, 2021 (3)
|
|
|
|
|
|
|
|
|
|||
Performance-based
|
|
|
|
|
|
|
|
|||
2/15/2018
|
16,300
|
|
|
2005
|
|
$
|
71.75
|
|
|
The earlier of: the date on which it is determined if the performance goal has been achieved; or, March 31, 2021.
|
2/16/2017
|
14,400
|
|
|
2005
|
|
$
|
63.10
|
|
|
The earlier of: the date on which it is determined if the performance goal has been achieved; or, March 31, 2020.
|
2/11/2016
|
20,450
|
|
|
2005
|
|
$
|
41.96
|
|
|
The earlier of: the date on which it is determined if the performance goal has been achieved; or, March 31, 2019.
|
(1)
|
The fair value of the restricted stock awards are based upon the average of the high and low prices at which the Company’s common stock traded on the date of grant. The holders of time-vested restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting and dividend rights. The holders of performance-based restricted stock awards do not participate in the rewards of stock ownership of the Company until vested. The holders of all restricted stock awards are not required to pay any consideration to the Company for the awards.
|
(2)
|
This restricted stock grant fully vested upon an employee's termination, on November 30, 2017.
|
(3)
|
These restricted stock grants will vest on May 24, 2021, or earlier if the director ceases to be a director for any reason other than cause, such as, for example, by retirement.
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Fair value of restricted stock awards upon vesting
|
$
|
6,277
|
|
|
$
|
5,717
|
|
|
$
|
3,019
|
|
|
Outstanding Restricted Stock
Awards |
|
|
Weighted Average
Grant Price ($) |
|
|
|||||
|
(Dollars in thousands, except per share data)
|
|
|
||||||||
Balance at January 1, 2018
|
225,965
|
|
|
|
$
|
46.18
|
|
|
|
||
Granted
|
64,490
|
|
|
|
72.28
|
|
|
|
|||
Vested/released
|
(86,219
|
)
|
|
|
43.39
|
|
|
|
|||
Forfeited
|
(2,130
|
)
|
|
|
53.78
|
|
|
|
|||
Balance at December 31, 2018
|
202,106
|
|
(1)
|
|
$
|
55.62
|
|
|
|
||
Unrecognized compensation cost (inclusive of directors’ fees)
|
|
|
|
|
|
$
|
6,911
|
|
|||
Weighted average remaining recognition period (years)
|
|
|
|
|
|
2.96
|
|
(1)
|
Inclusive of 23,385 restricted stock awards outstanding to Directors.
|
December 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
Weighted Average Rate
|
|
|
||||||||
|
|
Notional Amount
|
|
Weighted Average Maturity
|
|
Current
Rate Received |
|
Pay Fixed
Swap Rate |
|
Fair Value
|
||||||
|
|
(in thousands)
|
|
(in years)
|
|
|
|
|
|
(in thousands)
|
||||||
Interest rate swaps on borrowings
|
|
$
|
75,000
|
|
|
3.18
|
|
2.74
|
%
|
|
1.53
|
%
|
|
$
|
2,282
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
Current Rate Paid
|
|
Receive Fixed
Swap Rate
|
|
|
||||||
Interest rate swaps on loans
|
|
250,000
|
|
|
4.52
|
|
2.57
|
%
|
|
2.67
|
%
|
|
2,938
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
Current Rate Paid
|
|
Receive Fixed Swap Rate
Cap - Floor
|
|
|
||||||
Interest rate collars on loans
|
|
250,000
|
|
|
4.17
|
|
2.47
|
%
|
|
3.02% - 2.51%
|
|
|
3,344
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
575,000
|
|
|
|
|
|
|
|
|
$
|
8,564
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2017
|
||||||||||||||||
|
|
|
|
|
|
Weighted Average Rate
|
|
|
||||||||
|
|
Notional Amount
|
|
Weighted Average Maturity
|
|
Current
Rate Received |
|
Pay Fixed
Swap Rate |
|
Fair Value
|
||||||
|
|
(in thousands)
|
|
(in years)
|
|
|
|
|
|
(in thousands)
|
||||||
Interest rate swaps on borrowings
|
|
$
|
100,000
|
|
|
3.37
|
|
1.54
|
%
|
|
1.89
|
%
|
|
$
|
1,616
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
100,000
|
|
|
|
|
|
|
|
|
$
|
1,616
|
|
|
Number of
Positions (1) |
|
Notional Amount Maturing
|
|
|
|||||||||||||||||||||||||
|
Less than 1 year
|
|
Less than 2 years
|
|
Less than 3 years
|
|
Less than 4 years
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
|||||||||||||||||
|
December 31, 2018
|
|||||||||||||||||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||
Loan level swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Receive fixed, pay variable
|
235
|
|
|
$
|
50,702
|
|
|
$
|
124,222
|
|
|
$
|
97,904
|
|
|
$
|
47,308
|
|
|
$
|
631,471
|
|
|
$
|
951,607
|
|
|
$
|
(2,907
|
)
|
Pay fixed, receive variable
|
220
|
|
|
$
|
50,702
|
|
|
$
|
124,222
|
|
|
$
|
97,904
|
|
|
$
|
47,308
|
|
|
$
|
631,471
|
|
|
$
|
951,607
|
|
|
$
|
2,903
|
|
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Buys foreign currency, sells U.S. currency
|
27
|
|
|
$
|
60,297
|
|
|
$
|
3,505
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,802
|
|
|
$
|
(1,404
|
)
|
Buys U.S. currency, sells foreign currency
|
27
|
|
|
$
|
60,297
|
|
|
$
|
3,505
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,802
|
|
|
$
|
1,434
|
|
|
December 31, 2017
|
|||||||||||||||||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||
Loan level swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Receive fixed, pay variable
|
246
|
|
|
$
|
36,023
|
|
|
$
|
61,500
|
|
|
$
|
152,287
|
|
|
$
|
111,147
|
|
|
$
|
591,385
|
|
|
$
|
952,342
|
|
|
$
|
3,875
|
|
Pay fixed, receive variable
|
231
|
|
|
$
|
36,023
|
|
|
$
|
61,500
|
|
|
$
|
152,287
|
|
|
$
|
111,147
|
|
|
591,385
|
|
|
$
|
952,342
|
|
|
$
|
(3,880
|
)
|
|
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Buys foreign currency, sells U.S. currency
|
15
|
|
|
$
|
26,382
|
|
|
$
|
3,780
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,162
|
|
|
$
|
1,202
|
|
Buys U.S. currency, sells foreign currency
|
15
|
|
|
$
|
26,382
|
|
|
$
|
3,780
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,162
|
|
|
$
|
(1,188
|
)
|
(1)
|
The Company may enter into one dealer swap agreement which offsets multiple commercial borrower swap agreements.
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
Fair Value at
|
|
Fair Value at
|
|
|
|
Fair Value at
|
|
Fair Value at
|
||||||||
|
Balance Sheet
Location |
|
December 31, 2018
|
|
December 31, 2017
|
|
Balance Sheet
Location |
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate derivatives
|
Other assets
|
|
$
|
8,955
|
|
|
$
|
1,880
|
|
|
Other liabilities
|
|
$
|
391
|
|
|
$
|
264
|
|
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer Related Positions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loan level derivatives
|
Other assets
|
|
15,580
|
|
|
14,236
|
|
|
Other liabilities
|
|
15,584
|
|
|
14,241
|
|
||||
Foreign exchange contracts
|
Other assets
|
|
1,578
|
|
|
1,202
|
|
|
Other liabilities
|
|
1,548
|
|
|
1,188
|
|
||||
Mortgage Derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
Other assets
|
|
91
|
|
|
149
|
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
||||
Forward sales agreements
|
Other assets
|
|
106
|
|
|
9
|
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
||||
|
|
|
17,355
|
|
|
15,596
|
|
|
|
|
17,132
|
|
|
15,429
|
|
||||
Total
|
|
|
$
|
26,310
|
|
|
$
|
17,476
|
|
|
|
|
$
|
17,523
|
|
|
$
|
15,693
|
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Derivatives designated as hedges
|
|
|
|
|
|
||||||
Gain in OCI on derivatives (effective portion), net of tax
|
$
|
4,829
|
|
|
$
|
443
|
|
|
$
|
2,170
|
|
Gain (loss) reclassified from OCI into interest income or interest expense (effective portion)
|
$
|
1,000
|
|
|
$
|
(441
|
)
|
|
$
|
(2,520
|
)
|
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
|
$
|
46
|
|
|
$
|
6
|
|
|
$
|
73
|
|
Other expenses
|
(29
|
)
|
|
(21
|
)
|
|
(82
|
)
|
|||
Changes in fair value of mortgage derivatives
|
|
|
|
|
|
||||||
Mortgage banking income
|
39
|
|
|
(39
|
)
|
|
(35
|
)
|
|||
Total
|
$
|
56
|
|
|
$
|
(54
|
)
|
|
$
|
(44
|
)
|
|
|
|
|
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, 2018
|
|||||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||
Derivative Assets
|
|
|||||||||||||||||
Interest rate swaps
|
$
|
8,955
|
|
$
|
—
|
|
$
|
8,955
|
|
$
|
391
|
|
$
|
(5,527
|
)
|
$
|
3,037
|
|
Loan level derivatives
|
15,580
|
|
—
|
|
15,580
|
|
6,165
|
|
(3,001
|
)
|
6,414
|
|
||||||
Customer foreign exchange contracts
|
1,578
|
|
—
|
|
1,578
|
|
—
|
|
—
|
|
1,578
|
|
||||||
|
$
|
26,113
|
|
$
|
—
|
|
$
|
26,113
|
|
$
|
6,556
|
|
$
|
(8,528
|
)
|
$
|
11,029
|
|
Derivative Liabilities
|
|
|||||||||||||||||
Interest rate swaps
|
$
|
391
|
|
$
|
—
|
|
$
|
391
|
|
$
|
391
|
|
$
|
—
|
|
$
|
—
|
|
Loan level derivatives
|
15,584
|
|
—
|
|
15,584
|
|
6,165
|
|
173
|
|
9,246
|
|
||||||
Customer foreign exchange contracts
|
1,548
|
|
—
|
|
1,548
|
|
—
|
|
—
|
|
1,548
|
|
||||||
|
$
|
17,523
|
|
$
|
—
|
|
$
|
17,523
|
|
$
|
6,556
|
|
$
|
173
|
|
$
|
10,794
|
|
(1)
|
Reflects offsetting derivative positions with the same counterparty.
|
|
|
|
|
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, 2017
|
|||||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||
Derivative Assets
|
|
|||||||||||||||||
Interest rate swaps
|
$
|
1,880
|
|
$
|
—
|
|
$
|
1,880
|
|
$
|
805
|
|
$
|
—
|
|
$
|
1,075
|
|
Loan level derivatives
|
14,236
|
|
—
|
|
14,236
|
|
4,578
|
|
—
|
|
9,658
|
|
||||||
Customer foreign exchange contracts
|
1,202
|
|
—
|
|
1,202
|
|
—
|
|
—
|
|
1,202
|
|
||||||
|
$
|
17,318
|
|
$
|
—
|
|
$
|
17,318
|
|
$
|
5,383
|
|
$
|
—
|
|
$
|
11,935
|
|
Derivative Liabilities
|
|
|||||||||||||||||
Interest rate swaps
|
$
|
264
|
|
$
|
—
|
|
$
|
264
|
|
$
|
—
|
|
$
|
264
|
|
$
|
—
|
|
Loan level derivatives
|
14,241
|
|
—
|
|
14,241
|
|
5,383
|
|
3,675
|
|
5,183
|
|
||||||
Customer foreign exchange contracts
|
1,188
|
|
—
|
|
1,188
|
|
—
|
|
—
|
|
1,188
|
|
||||||
|
$
|
15,693
|
|
$
|
—
|
|
$
|
15,693
|
|
$
|
5,383
|
|
$
|
3,939
|
|
$
|
6,371
|
|
|
|
|
|
|
|
|
||||||||||||
Customer repurchase agreements
|
$
|
162,679
|
|
$
|
—
|
|
$
|
162,679
|
|
$
|
—
|
|
$
|
162,679
|
|
$
|
—
|
|
(1)
|
Reflects offsetting derivative positions with the same counterparty.
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Current expense
|
|
|
|
|
|
||||||
Federal
|
$
|
25,129
|
|
|
$
|
28,852
|
|
|
$
|
26,549
|
|
State
|
13,672
|
|
|
9,278
|
|
|
8,883
|
|
|||
Total current expense
|
38,801
|
|
|
38,130
|
|
|
35,432
|
|
|||
Deferred expense (benefit)
|
|
|
|
|
|
||||||
Federal
|
(3,080
|
)
|
|
7,953
|
|
|
153
|
|
|||
State
|
(1,417
|
)
|
|
1,258
|
|
|
(158
|
)
|
|||
Total deferred expense (benefit)
|
(4,497
|
)
|
|
9,211
|
|
|
(5
|
)
|
|||
Total expense
|
$
|
34,304
|
|
|
$
|
47,341
|
|
|
$
|
35,427
|
|
|
Years Ended December 31
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||
Computed statutory federal income tax provision
|
$
|
32,744
|
|
21.00
|
%
|
|
$
|
47,091
|
|
35.00
|
%
|
|
$
|
39,226
|
|
35.00
|
%
|
State taxes, net of federal tax benefit
|
9,633
|
|
6.18
|
%
|
|
6,817
|
|
5.07
|
%
|
|
5,643
|
|
5.03
|
%
|
|||
Merger and other related costs (non-deductible)
|
130
|
|
0.08
|
%
|
|
213
|
|
0.16
|
%
|
|
210
|
|
0.19
|
%
|
|||
Change in valuation allowance
|
49
|
|
0.03
|
%
|
|
31
|
|
0.02
|
%
|
|
28
|
|
0.02
|
%
|
|||
Revaluation of net deferred tax assets
|
—
|
|
—
|
%
|
|
1,895
|
|
1.41
|
%
|
|
—
|
|
—
|
%
|
|||
New Markets Tax Credits
|
(3,960
|
)
|
(2.54
|
)%
|
|
(3,960
|
)
|
(2.94
|
)%
|
|
(6,360
|
)
|
(5.67
|
)%
|
|||
Increase in cash surrender value of life insurance
|
(1,160
|
)
|
(0.74
|
)%
|
|
(1,445
|
)
|
(1.07
|
)%
|
|
(1,431
|
)
|
(1.28
|
)%
|
|||
Low Income Housing Project Investments
|
(1,030
|
)
|
(0.66
|
)%
|
|
(1,253
|
)
|
(0.93
|
)%
|
|
(1,641
|
)
|
(1.46
|
)%
|
|||
Stock-based compensation
|
(885
|
)
|
(0.57
|
)%
|
|
(1,258
|
)
|
(0.94
|
)%
|
|
—
|
|
—
|
%
|
|||
Nontaxable interest, net
|
(566
|
)
|
(0.36
|
)%
|
|
(987
|
)
|
(0.73
|
)%
|
|
(996
|
)
|
(0.89
|
)%
|
|||
Other, net
|
(651
|
)
|
(0.42
|
)%
|
|
197
|
|
0.15
|
%
|
|
748
|
|
0.67
|
%
|
|||
Total expense
|
$
|
34,304
|
|
22.00
|
%
|
|
$
|
47,341
|
|
35.20
|
%
|
|
$
|
35,427
|
|
31.61
|
%
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses not deducted for tax purposes
|
$
|
11,922
|
|
|
$
|
9,268
|
|
Allowance for loan losses
|
17,764
|
|
|
16,702
|
|
||
Deferred gain on sale leaseback transaction
|
704
|
|
|
909
|
|
||
Employee and director equity compensation
|
1,636
|
|
|
1,559
|
|
||
Federal Home Loan Bank borrowings fair value adjustment
|
15
|
|
|
26
|
|
||
Loan basis difference fair value adjustment
|
4,761
|
|
|
3,070
|
|
||
Net operating loss carry-forward
|
170
|
|
|
127
|
|
||
Net unrealized loss on securities available for sale
|
1,850
|
|
|
106
|
|
||
Other
|
842
|
|
|
527
|
|
||
Gross deferred tax assets
|
39,664
|
|
|
32,294
|
|
||
Valuation allowance
|
(170
|
)
|
|
(121
|
)
|
||
Total deferred tax assets net of valuation allowance
|
$
|
39,494
|
|
|
$
|
32,173
|
|
Deferred tax liabilities
|
|
|
|
||||
Core deposit and other intangibles
|
$
|
3,803
|
|
|
$
|
2,057
|
|
Deferred loan fees, net
|
4,759
|
|
|
4,275
|
|
||
Derivatives fair value adjustment
|
2,413
|
|
|
524
|
|
||
Fixed assets
|
5,259
|
|
|
5,270
|
|
||
Goodwill
|
10,388
|
|
|
10,265
|
|
||
Prepaid pension
|
3,483
|
|
|
3,056
|
|
||
Other
|
1,139
|
|
|
1,251
|
|
||
Gross deferred tax liabilities
|
$
|
31,244
|
|
|
$
|
26,698
|
|
Total net deferred tax asset
|
$
|
8,250
|
|
|
$
|
5,475
|
|
|
(Dollars in thousands)
|
||
Balance at December 31, 2016
|
$
|
111
|
|
Increase for current year tax positions
|
31
|
|
|
Balance at December 31, 2017
|
142
|
|
|
Increase for current year tax positions
|
73
|
|
|
Balance at December 31, 2018
|
$
|
215
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Original investment value
|
$
|
50,232
|
|
|
$
|
47,399
|
|
|
$
|
47,379
|
|
Current recorded investment
|
$
|
33,681
|
|
|
$
|
35,225
|
|
|
$
|
39,606
|
|
Unfunded liability obligation
|
$
|
3,935
|
|
|
$
|
4,536
|
|
|
$
|
12,161
|
|
Tax credits and benefits earned during the year
|
$
|
5,407
|
|
|
$
|
5,654
|
|
|
$
|
5,366
|
|
Amortization of investments during the year (1)
|
$
|
4,377
|
|
|
$
|
4,402
|
|
|
$
|
3,725
|
|
Net income tax benefit recognized during the year
|
$
|
1,030
|
|
|
$
|
1,253
|
|
|
$
|
1,641
|
|
(1)
|
The 2017 amount is inclusive of $466,000 related to the revaluation of Low Income Housing tax credit investments as a result of the 2017 Tax Act.
|
|
|
|
Funding Status
of Pension Plan |
|
FIP/RP Status
Pending/ Implemented |
|
Surcharge
Imposed |
|
Expiration
Date of Collective- Bargaining Agreement |
|
Minimum
Contributions Required for Future Periods |
||||
|
EIN/Pension
Plan Number |
|
2018
|
|
2017
|
|
|||||||||
Pentegra defined benefit plan for financial institutions
|
13-5645888/333
|
|
At least 80 percent
|
|
At least 80 percent
|
|
No
|
|
No
|
|
N/A
|
|
$
|
—
|
|
|
|
|
|
|
Required Contributions - Plan Year Allocation
|
||||||||||||||
|
Cash Payment
|
|
Future period funding
|
|
2018-2019
|
|
2017-2018
|
|
2016-2017
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
2018
|
$
|
2,642
|
|
|
$
|
2,000
|
|
|
$
|
642
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2017
|
$
|
6,432
|
|
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
1,432
|
|
|
$
|
—
|
|
2016
|
$
|
6,245
|
|
|
$
|
4,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,245
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Retirement expense
|
$
|
1,683
|
|
|
$
|
1,580
|
|
|
$
|
1,513
|
|
Contributions paid
|
$
|
434
|
|
|
$
|
367
|
|
|
$
|
320
|
|
|
|||
|
(Dollars in thousands)
|
||
2019
|
$
|
482
|
|
2020
|
$
|
467
|
|
2021
|
$
|
461
|
|
2022
|
$
|
454
|
|
2023
|
$
|
568
|
|
2024-2028
|
$
|
5,940
|
|
|
Defined Benefit Supplemental Executive
Retirement Benefits |
|||||||||
|
2018
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
|||||||||
Change in accumulated benefit obligation
|
|
|
|
|
||||||
Benefit obligation at beginning of year
|
$
|
15,749
|
|
$
|
14,177
|
|
|
$
|
13,290
|
|
Service cost
|
459
|
|
423
|
|
|
395
|
|
|||
Interest cost
|
533
|
|
547
|
|
|
539
|
|
|||
Actuarial loss (gain)
|
(1,344
|
)
|
969
|
|
|
273
|
|
|||
Benefits paid
|
(434
|
)
|
(367
|
)
|
|
(320
|
)
|
|||
Benefit obligation at end of year
|
$
|
14,963
|
|
$
|
15,749
|
|
|
$
|
14,177
|
|
Change in plan assets
|
|
|
|
|
||||||
Fair value of plan assets at beginning of year
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
Employer contribution
|
434
|
|
367
|
|
|
320
|
|
|||
Benefits paid
|
(434
|
)
|
(367
|
)
|
|
(320
|
)
|
|||
Fair value of plan assets at end of year
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year
|
$
|
(14,963
|
)
|
$
|
(15,749
|
)
|
|
$
|
(14,177
|
)
|
Assets
|
—
|
|
—
|
|
|
—
|
|
|||
Liabilities
|
(14,963
|
)
|
(15,749
|
)
|
|
(14,177
|
)
|
|||
Funded status at end of year
|
$
|
(14,963
|
)
|
$
|
(15,749
|
)
|
|
$
|
(14,177
|
)
|
Amounts recognized in accumulated other comprehensive income (“AOCI”)
|
|
|
|
|
||||||
Net loss
|
$
|
1,705
|
|
$
|
3,465
|
|
|
$
|
2,830
|
|
Prior service cost
|
770
|
|
1,047
|
|
|
1,323
|
|
|||
Amounts recognized in AOCI
|
$
|
2,475
|
|
$
|
4,512
|
|
|
$
|
4,153
|
|
Information for plans with an accumulated benefit obligation in excess of plan assets
|
|
|
|
|
||||||
Projected benefit obligation
|
$
|
14,963
|
|
$
|
15,749
|
|
|
$
|
14,177
|
|
Accumulated benefit obligation
|
$
|
14,963
|
|
$
|
15,749
|
|
|
$
|
14,177
|
|
Net periodic benefit cost
|
|
|
|
|
||||||
Service cost
|
$
|
459
|
|
$
|
423
|
|
|
$
|
395
|
|
Interest cost
|
533
|
|
547
|
|
|
539
|
|
|||
Amortization of prior service cost
|
276
|
|
276
|
|
|
276
|
|
|||
Recognized net actuarial loss
|
415
|
|
334
|
|
|
303
|
|
|||
Net periodic benefit cost
|
$
|
1,683
|
|
$
|
1,580
|
|
|
$
|
1,513
|
|
Amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit cost over next fiscal year
|
|
|
|
|
||||||
Net actuarial loss
|
$
|
41
|
|
$
|
415
|
|
|
$
|
338
|
|
Net prior service cost
|
$
|
276
|
|
$
|
276
|
|
|
$
|
276
|
|
Discount rate used for benefit obligation
|
3.24 - 4.09%
|
|
2.48-3.45%
|
|
|
2.49-3.94%
|
|
|||
Discount rate used for net periodic benefit cost
|
2.48 - 3.45%
|
|
2.49-3.94%
|
|
|
2.49-4.16%
|
|
|||
Rate of compensation increase
|
n/a
|
|
n/a
|
|
|
n/a
|
|
|
|
|
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, 2018
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
$
|
1,504
|
|
|
$
|
1,504
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities
|
19,477
|
|
|
19,477
|
|
|
—
|
|
|
—
|
|
||||
Securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Government agency securities
|
32,038
|
|
|
—
|
|
|
32,038
|
|
|
—
|
|
||||
Agency mortgage-backed securities
|
220,105
|
|
|
—
|
|
|
220,105
|
|
|
—
|
|
||||
Agency collateralized mortgage obligations
|
134,911
|
|
|
—
|
|
|
134,911
|
|
|
—
|
|
||||
State, county, and municipal securities
|
1,735
|
|
|
—
|
|
|
1,735
|
|
|
—
|
|
||||
Single issuer trust preferred securities issued by banks and insurers
|
707
|
|
|
—
|
|
|
707
|
|
|
—
|
|
||||
Pooled trust preferred securities issued by banks and insurers
|
1,329
|
|
|
—
|
|
|
—
|
|
|
1,329
|
|
||||
Small business administration pooled securities
|
51,927
|
|
|
—
|
|
|
51,927
|
|
|
—
|
|
||||
Loans held for sale
|
6,431
|
|
|
—
|
|
|
6,431
|
|
|
—
|
|
||||
Derivative instruments
|
26,310
|
|
|
—
|
|
|
26,310
|
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
17,523
|
|
|
—
|
|
|
17,523
|
|
|
—
|
|
||||
Total recurring fair value measurements
|
$
|
478,951
|
|
|
$
|
20,981
|
|
|
$
|
456,641
|
|
|
$
|
1,329
|
|
|
|
|
|
|
|
|
|
||||||||
Nonrecurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Collateral dependent impaired loans
|
$
|
29,109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,109
|
|
Total nonrecurring fair value measurements
|
$
|
29,109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,109
|
|
|
|
|
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, 2017
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
$
|
1,324
|
|
|
$
|
1,324
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Government agency securities
|
35,430
|
|
|
$
|
—
|
|
|
35,430
|
|
|
—
|
|
|||
Agency mortgage-backed securities
|
215,764
|
|
|
—
|
|
|
215,764
|
|
|
—
|
|
||||
Agency collateralized mortgage obligations
|
122,012
|
|
|
—
|
|
|
122,012
|
|
|
—
|
|
||||
State, county, and municipal securities
|
2,274
|
|
|
—
|
|
|
2,274
|
|
|
—
|
|
||||
Single issuer trust preferred securities issued by banks and insurers
|
2,016
|
|
|
—
|
|
|
2,016
|
|
|
—
|
|
||||
Pooled trust preferred securities issued by banks and insurers
|
1,640
|
|
|
—
|
|
|
—
|
|
|
1,640
|
|
||||
Small business administration pooled securities
|
47,778
|
|
|
—
|
|
|
47,778
|
|
|
—
|
|
||||
Equity securities
|
20,584
|
|
|
20,584
|
|
|
—
|
|
|
—
|
|
||||
Loans held for sale
|
4,768
|
|
|
—
|
|
|
4,768
|
|
|
—
|
|
||||
Derivative instruments
|
17,476
|
|
|
—
|
|
|
17,476
|
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
15,693
|
|
|
—
|
|
|
15,693
|
|
|
—
|
|
||||
Total recurring fair value measurements
|
$
|
455,373
|
|
|
$
|
21,908
|
|
|
$
|
431,825
|
|
|
$
|
1,640
|
|
|
|
|
|
|
|
|
|
||||||||
Nonrecurring fair value measurements:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Collateral dependent impaired loans
|
$
|
33,567
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,567
|
|
Other real estate owned and other foreclosed assets
|
612
|
|
|
—
|
|
|
—
|
|
|
612
|
|
||||
Total nonrecurring fair value measurements
|
$
|
34,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,179
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
Pooled Trust Preferred Securities
|
|
|
|
|
|
|
||||||
Beginning balance
|
|
$
|
1,640
|
|
|
$
|
1,584
|
|
|
$
|
1,572
|
|
Gain and (losses) (realized/unrealized)
|
|
|
|
|
|
|
||||||
Included in earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Included in other comprehensive income
|
|
191
|
|
|
77
|
|
|
29
|
|
|||
Settlements
|
|
(502
|
)
|
|
(21
|
)
|
|
(17
|
)
|
|||
Ending Balance
|
|
$
|
1,329
|
|
|
$
|
1,640
|
|
|
$
|
1,584
|
|
Valuation Technique
|
|
Fair Value
|
|
Unobservable Inputs
|
|
Range
|
|
Weighted Average
|
||||||||||
|
|
2018
|
|
2017
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
|
|
(Dollars in thousands)
|
|
|
||||||||||||||
Discounted cash flow methodology
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pooled trust preferred securities
|
|
$
|
1,329
|
|
|
$
|
1,640
|
|
|
Cumulative prepayment
|
|
0% - 59%
|
|
0% - 61%
|
|
2.1%
|
|
2.5%
|
|
|
|
|
|
|
Cumulative default
|
|
5% - 100%
|
|
5% - 100%
|
|
16.2%
|
|
12.4%
|
||||
|
|
|
|
|
|
Loss given default
|
|
85% - 100%
|
|
85% - 100%
|
|
94.8%
|
|
94.3%
|
||||
|
|
|
|
|
|
Cure given default
|
|
0% - 75%
|
|
0% - 75%
|
|
60.9%
|
|
60.9%
|
||||
Appraisals of collateral (1)
|
|
|
|
|
|
|
|
|
|
|||||||||
Collateral dependent impaired loans
|
|
$
|
29,109
|
|
|
$
|
33,567
|
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned and foreclosed assets
|
|
$
|
—
|
|
|
$
|
612
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
|
|
|
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, 2018
|
||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Financial assets
|
|
|
|
||||||||||||||||
Securities held to maturity(a)
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
$
|
1,004
|
|
|
$
|
1,015
|
|
|
$
|
—
|
|
|
$
|
1,015
|
|
|
$
|
—
|
|
Agency mortgage-backed securities
|
252,484
|
|
|
250,928
|
|
|
—
|
|
|
250,928
|
|
|
—
|
|
|||||
Agency collateralized mortgage obligations
|
332,775
|
|
|
326,724
|
|
|
—
|
|
|
326,724
|
|
|
—
|
|
|||||
Single issuer trust preferred securities issued by banks
|
1,500
|
|
|
1,490
|
|
|
—
|
|
|
1,490
|
|
|
—
|
|
|||||
Small business administration pooled securities
|
23,727
|
|
|
23,483
|
|
|
—
|
|
|
23,483
|
|
|
—
|
|
|||||
Loans, net of allowance for loan losses(b)
|
6,812,792
|
|
|
6,635,209
|
|
|
—
|
|
|
—
|
|
|
6,635,209
|
|
|||||
Federal Home Loan Bank stock(c)
|
15,683
|
|
|
15,683
|
|
|
—
|
|
|
15,683
|
|
|
—
|
|
|||||
Cash surrender value of life insurance policies(d)
|
160,456
|
|
|
160,456
|
|
|
—
|
|
|
160,456
|
|
|
—
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposit liabilities, other than time deposits(e)
|
$
|
6,716,017
|
|
|
$
|
6,716,017
|
|
|
$
|
—
|
|
|
$
|
6,716,017
|
|
|
$
|
—
|
|
Time certificates of deposits(f)
|
711,103
|
|
|
703,728
|
|
|
—
|
|
|
703,728
|
|
|
$
|
—
|
|
||||
Federal Home Loan Bank borrowings(f)
|
147,806
|
|
|
147,603
|
|
|
—
|
|
|
147,603
|
|
|
—
|
|
|||||
Junior subordinated debentures(g)
|
76,173
|
|
|
73,827
|
|
|
—
|
|
|
73,827
|
|
|
—
|
|
|||||
Subordinated debentures(f)
|
34,728
|
|
|
32,509
|
|
|
—
|
|
|
—
|
|
|
32,509
|
|
|
|
|
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, 2017
|
||||||||||||||||||
Financial assets
|
(Dollars in thousands)
|
||||||||||||||||||
Securities held to maturity(a)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Treasury securities
|
$
|
1,006
|
|
|
$
|
1,035
|
|
|
$
|
—
|
|
|
$
|
1,035
|
|
|
$
|
—
|
|
Agency mortgage-backed securities
|
204,768
|
|
|
205,823
|
|
|
—
|
|
|
205,823
|
|
|
—
|
|
|||||
Agency collateralized mortgage obligations
|
262,998
|
|
|
258,408
|
|
|
—
|
|
|
258,408
|
|
|
—
|
|
|||||
Single issuer trust preferred securities issued by banks
|
1,500
|
|
|
1,529
|
|
|
—
|
|
|
1,529
|
|
|
—
|
|
|||||
Small business administration pooled securities
|
27,416
|
|
|
27,399
|
|
|
—
|
|
|
27,399
|
|
|
—
|
|
|||||
Loans, net of allowance for loan losses(b)
|
6,261,343
|
|
|
6,116,051
|
|
|
—
|
|
|
—
|
|
|
6,116,051
|
|
|||||
Federal Home Loan Bank stock(c)
|
11,597
|
|
|
11,597
|
|
|
—
|
|
|
11,597
|
|
|
—
|
|
|||||
Cash surrender value of life insurance policies(d)
|
151,528
|
|
|
151,528
|
|
|
—
|
|
|
151,528
|
|
|
—
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposit liabilities, other than time deposits(e)
|
$
|
6,084,952
|
|
|
$
|
6,084,952
|
|
|
$
|
—
|
|
|
$
|
6,084,952
|
|
|
$
|
—
|
|
Time certificates of deposits(f)
|
644,301
|
|
|
639,060
|
|
|
—
|
|
|
639,060
|
|
|
—
|
|
|||||
Federal Home Loan Bank borrowings(f)
|
53,264
|
|
|
52,111
|
|
|
—
|
|
|
52,111
|
|
|
—
|
|
|||||
Customer repurchase agreements and other short-term borrowings(f)
|
162,679
|
|
|
162,679
|
|
|
—
|
|
|
—
|
|
|
162,679
|
|
|||||
Junior subordinated debentures(g)
|
73,073
|
|
|
74,680
|
|
|
—
|
|
|
74,680
|
|
|
—
|
|
|||||
Subordinated debentures(f)
|
34,682
|
|
|
32,707
|
|
|
—
|
|
|
—
|
|
|
32,707
|
|
(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.
|
1.
|
Identify the contract(s) with customers
|
2.
|
Identify the performance obligations
|
3.
|
Determine the transaction price
|
4.
|
Allocate the transaction price to the performance obligations
|
5.
|
Recognize revenue when (or as) the entity satisfies a performance obligation
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Deposit account fees (inclusive of cash management fees)
|
$
|
18,327
|
|
|
$
|
17,822
|
|
|
$
|
18,652
|
|
Interchange fees
|
15,433
|
|
|
13,899
|
|
|
12,842
|
|
|||
ATM fees
|
2,961
|
|
|
2,938
|
|
|
3,093
|
|
|||
Investment management - wealth management and advisory services
|
23,441
|
|
|
21,644
|
|
|
19,587
|
|
|||
Investment management - retail investments and insurance revenue
|
2,714
|
|
|
2,158
|
|
|
2,222
|
|
|||
Merchant processing income
|
1,401
|
|
|
1,229
|
|
|
1,206
|
|
|||
Other noninterest income
|
4,432
|
|
|
4,569
|
|
|
4,273
|
|
|||
Total noninterest income in-scope of ASC 606
|
68,709
|
|
|
64,259
|
|
|
61,875
|
|
|||
Total noninterest income out-of-scope of ASC 606
|
19,796
|
|
|
18,735
|
|
|
20,553
|
|
|||
Total noninterest income
|
$
|
88,505
|
|
|
82,994
|
|
|
$
|
82,428
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(Dollars in thousands)
|
||||||
Receivables, included in other assets
|
$
|
1,893
|
|
|
$
|
1,934
|
|
|
December 31, 2018
|
||||||||||
|
Pre Tax
Amount |
|
Tax (Expense)
Benefit |
|
After Tax
Amount |
||||||
|
(Dollars in thousands)
|
||||||||||
Change in fair value of securities available for sale
|
$
|
(5,923
|
)
|
|
$
|
1,422
|
|
|
$
|
(4,501
|
)
|
Less: net security gains reclassified into other noninterest income (expense)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net change in fair value of securities available for sale
|
(5,923
|
)
|
|
1,422
|
|
|
(4,501
|
)
|
|||
|
|
|
|
|
|
||||||
Change in fair value of cash flow hedges
|
7,717
|
|
|
(2,169
|
)
|
|
5,548
|
|
|||
Less: net cash flow hedge gains reclassified into interest income or interest expense (1)
|
1,000
|
|
|
(281
|
)
|
|
719
|
|
|||
Net change in fair value of cash flow hedges
|
6,717
|
|
|
(1,888
|
)
|
|
4,829
|
|
|||
|
|
|
|
|
|
||||||
Net unamortized gain related to defined benefit pension and other postretirement adjustments arising during the period
|
1,521
|
|
|
(428
|
)
|
|
1,093
|
|
|||
Amortization of net actuarial losses
|
372
|
|
|
(105
|
)
|
|
267
|
|
|||
Amortization of net prior service cost
|
276
|
|
|
(78
|
)
|
|
198
|
|
|||
Net change in other comprehensive income for defined benefit postretirement plans (2)
|
2,169
|
|
|
(611
|
)
|
|
1,558
|
|
|||
Total other comprehensive income
|
$
|
2,963
|
|
|
$
|
(1,077
|
)
|
|
$
|
1,886
|
|
|
|
|
|
|
|
||||||
|
Year Ended December 31, 2017
|
||||||||||
|
Pre Tax
Amount |
|
Tax (Expense)
Benefit |
|
After Tax
Amount |
||||||
|
(Dollars in thousands)
|
||||||||||
Change in fair value of securities available for sale
|
$
|
(996
|
)
|
|
$
|
321
|
|
|
$
|
(675
|
)
|
Less: net security gains reclassified into other noninterest income (expense)
|
3
|
|
|
(1
|
)
|
|
2
|
|
|||
Net change in fair value of securities available for sale
|
(999
|
)
|
|
322
|
|
|
(677
|
)
|
|||
|
|
|
|
|
|
||||||
Change in fair value of cash flow hedges
|
307
|
|
|
(125
|
)
|
|
182
|
|
|||
Less: net cash flow hedge losses reclassified into interest income or interest expense (1)
|
(441
|
)
|
|
180
|
|
|
(261
|
)
|
|||
Net change in fair value of cash flow hedges
|
748
|
|
|
(305
|
)
|
|
443
|
|
|||
|
|
|
|
|
|
||||||
Net unamortized loss related to defined benefit pension and other postretirement adjustments arising during the period
|
(995
|
)
|
|
407
|
|
|
(588
|
)
|
|||
Amortization of net actuarial losses
|
278
|
|
|
(113
|
)
|
|
165
|
|
|||
Amortization of net prior service cost
|
276
|
|
|
(113
|
)
|
|
163
|
|
|||
Net change in other comprehensive income for defined benefit postretirement plans (2)
|
(441
|
)
|
|
181
|
|
|
(260
|
)
|
|||
Total other comprehensive loss
|
$
|
(692
|
)
|
|
$
|
198
|
|
|
$
|
(494
|
)
|
|
Year Ended December 31, 2016
|
||||||||||
|
Pre Tax
Amount |
|
Tax (Expense)
Benefit |
|
After Tax
Amount |
||||||
|
(Dollars in thousands)
|
||||||||||
Change in fair value of securities available for sale
|
$
|
(1,858
|
)
|
|
$
|
710
|
|
|
$
|
(1,148
|
)
|
Less: net security losses reclassified into other noninterest income (expense)
|
(26
|
)
|
|
11
|
|
|
(15
|
)
|
|||
Net change in fair value of securities available for sale
|
(1,832
|
)
|
|
699
|
|
|
(1,133
|
)
|
|||
|
|
|
|
|
|
||||||
Change in fair value of cash flow hedges
|
1,133
|
|
|
(453
|
)
|
|
680
|
|
|||
Less: net cash flow hedge losses reclassified into interest income or interest expense (1)
|
(2,520
|
)
|
|
1,030
|
|
|
(1,490
|
)
|
|||
Net change in fair value of cash flow hedges
|
3,653
|
|
|
(1,483
|
)
|
|
2,170
|
|
|||
|
|
|
|
|
|
||||||
Net unamortized loss related to defined benefit pension and other postretirement adjustments arising during the period
|
(383
|
)
|
|
157
|
|
|
(226
|
)
|
|||
Amortization of net actuarial losses
|
238
|
|
|
(97
|
)
|
|
141
|
|
|||
Amortization of net prior service cost
|
276
|
|
|
(113
|
)
|
|
163
|
|
|||
Net change in other comprehensive income for defined benefit postretirement plans (2)
|
131
|
|
|
(53
|
)
|
|
78
|
|
|||
Total other comprehensive income
|
$
|
1,952
|
|
|
$
|
(837
|
)
|
|
$
|
1,115
|
|
(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, was recognized in earnings through December 2018, the original maturity date of the swap. The balance of this gain was fully amortized into earnings at December 31, 2018. The balance of the gain was amortized to $137,000, and $281,000 at December 31, 2017 and 2016, respectively.
|
(2)
|
The amortization of prior service costs is included in the computation of net periodic pension costs as disclosed in Note 15 - Employee Benefit Plans.
|
|
Unrealized Gain (Loss) 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)
|
||||||||||||||||||
Beginning balance: January 1, 2016
|
$
|
1,306
|
|
|
$
|
(1,955
|
)
|
|
$
|
427
|
|
|
$
|
(2,230
|
)
|
|
$
|
(2,452
|
)
|
Other comprehensive income (loss)
|
(1,133
|
)
|
|
2,316
|
|
|
(146
|
)
|
|
78
|
|
|
1,115
|
|
|||||
Ending balance: December 31, 2016
|
$
|
173
|
|
|
$
|
361
|
|
|
$
|
281
|
|
|
$
|
(2,152
|
)
|
|
$
|
(1,337
|
)
|
Other comprehensive income (loss)
|
(677
|
)
|
|
587
|
|
|
(144
|
)
|
|
(260
|
)
|
|
(494
|
)
|
|||||
Ending balance: December 31, 2017
|
$
|
(504
|
)
|
|
$
|
948
|
|
|
$
|
137
|
|
|
$
|
(2,412
|
)
|
|
$
|
(1,831
|
)
|
Opening balance reclassification
|
(111
|
)
|
|
205
|
|
|
29
|
|
|
(520
|
)
|
|
(397
|
)
|
|||||
Cumulative effect accounting adjustment
|
(831
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(831
|
)
|
|||||
Other comprehensive income (loss)
|
(4,501
|
)
|
|
4,995
|
|
|
(166
|
)
|
|
1,558
|
|
|
1,886
|
|
|||||
Ending balance: December 31, 2018
|
$
|
(5,947
|
)
|
|
$
|
6,148
|
|
|
$
|
—
|
|
|
$
|
(1,374
|
)
|
|
$
|
(1,173
|
)
|
|
As of December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Commitments to extend credit
|
$
|
2,639,689
|
|
|
$
|
2,443,478
|
|
Standby letters of credit
|
$
|
16,708
|
|
|
$
|
15,534
|
|
Deferred standby letter of credit fees
|
$
|
122
|
|
|
$
|
102
|
|
|
(Dollars in thousands)
|
||
2019
|
$
|
9,455
|
|
2020
|
9,125
|
|
|
2021
|
7,617
|
|
|
2022
|
6,610
|
|
|
2023
|
4,561
|
|
|
Thereafter
|
11,556
|
|
|
Total future minimum lease commitments
|
$
|
48,924
|
|
|
Actual
|
|
For Capital
Adequacy Purposes |
|
To Be Well Capitalized
Under Prompt Corrective Action Provisions |
|||||||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
|
|
Ratio
|
|
Amount
|
|
|
|
Ratio
|
|||||||||
|
December 31, 2018
|
|||||||||||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||
Independent Bank Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk weighted assets)
|
$
|
992,454
|
|
|
14.45
|
%
|
|
$
|
549,297
|
|
|
≥
|
|
8.0
|
%
|
|
N/A
|
|
|
|
|
N/A
|
|
|
Common equity tier 1 capital (to risk weighted assets)
|
$
|
818,176
|
|
|
11.92
|
%
|
|
$
|
308,980
|
|
|
≥
|
|
4.5
|
%
|
|
N/A
|
|
|
|
|
N/A
|
|
|
Tier 1 capital (to risk weighted assets)
|
$
|
892,176
|
|
|
12.99
|
%
|
|
$
|
411,973
|
|
|
≥
|
|
6.0
|
%
|
|
N/A
|
|
|
|
|
N/A
|
|
|
Tier 1 capital (to average assets)
|
$
|
892,176
|
|
|
10.69
|
%
|
|
$
|
333,754
|
|
|
≥
|
|
4.0
|
%
|
|
N/A
|
|
|
|
|
N/A
|
|
|
Rockland Trust Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk weighted assets)
|
$
|
937,574
|
|
|
13.66
|
%
|
|
$
|
549,036
|
|
|
≥
|
|
8.0
|
%
|
|
$
|
686,295
|
|
|
≥
|
|
10.0
|
%
|
Common equity tier 1 capital (to risk weighted assets)
|
$
|
872,024
|
|
|
12.71
|
%
|
|
$
|
308,833
|
|
|
≥
|
|
4.5
|
%
|
|
$
|
446,092
|
|
|
≥
|
|
6.5
|
%
|
Tier 1 capital (to risk weighted assets)
|
$
|
872,024
|
|
|
12.71
|
%
|
|
$
|
411,777
|
|
|
≥
|
|
6.0
|
%
|
|
$
|
549,036
|
|
|
≥
|
|
8.0
|
%
|
Tier 1 capital (to average assets)
|
$
|
872,024
|
|
|
10.46
|
%
|
|
$
|
333,595
|
|
|
≥
|
|
4.0
|
%
|
|
$
|
416,994
|
|
|
≥
|
|
5.0
|
%
|
|
December 31, 2017
|
|||||||||||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||
Independent Bank Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk weighted assets)
|
$
|
886,807
|
|
|
13.82
|
%
|
|
$
|
513,398
|
|
|
≥
|
|
8.0
|
%
|
|
N/A
|
|
|
|
|
N/A
|
|
|
Common equity tier 1 capital (to risk weighted assets)
|
$
|
718,995
|
|
|
11.20
|
%
|
|
$
|
288,787
|
|
|
≥
|
|
4.5
|
%
|
|
N/A
|
|
|
|
|
N/A
|
|
|
Tier 1 capital (to risk weighted assets)
|
$
|
789,992
|
|
|
12.31
|
%
|
|
$
|
385,049
|
|
|
≥
|
|
6.0
|
%
|
|
N/A
|
|
|
|
|
N/A
|
|
|
Tier 1 capital (to average assets)
|
$
|
789,992
|
|
|
10.04
|
%
|
|
$
|
314,756
|
|
|
≥
|
|
4.0
|
%
|
|
N/A
|
|
|
|
|
N/A
|
|
|
Rockland Trust Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk weighted assets)
|
$
|
846,147
|
|
|
13.19
|
%
|
|
$
|
513,175
|
|
|
≥
|
|
8.0
|
%
|
|
$
|
641,469
|
|
|
≥
|
|
10.0
|
%
|
Common equity tier 1 capital (to risk weighted assets)
|
$
|
784,014
|
|
|
12.22
|
%
|
|
$
|
288,661
|
|
|
≥
|
|
4.5
|
%
|
|
$
|
416,955
|
|
|
≥
|
|
6.5
|
%
|
Tier 1 capital (to risk weighted assets)
|
$
|
784,014
|
|
|
12.22
|
%
|
|
$
|
384,881
|
|
|
≥
|
|
6.0
|
%
|
|
$
|
513,175
|
|
|
≥
|
|
8.0
|
%
|
Tier 1 capital (to average assets)
|
$
|
784,014
|
|
|
9.97
|
%
|
|
$
|
314,630
|
|
|
≥
|
|
4.0
|
%
|
|
$
|
393,288
|
|
|
≥
|
|
5.0
|
%
|
|
December 31
|
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Assets
|
|
||||||
Cash(1)
|
$
|
64,256
|
|
|
$
|
48,131
|
|
Investments in subsidiaries(2)
|
1,128,407
|
|
|
1,010,125
|
|
||
Prepaid income taxes
|
1,014
|
|
|
786
|
|
||
Deferred tax asset
|
—
|
|
|
96
|
|
||
Derivative instruments(1)
|
1,711
|
|
|
1,535
|
|
||
Other assets
|
37
|
|
|
—
|
|
||
Total assets
|
$
|
1,195,425
|
|
|
$
|
1,060,673
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Dividends payable
|
$
|
10,671
|
|
|
$
|
8,786
|
|
Junior subordinated debentures
|
76,173
|
|
|
73,073
|
|
||
Subordinated debentures
|
34,728
|
|
|
34,682
|
|
||
Other liabilities
|
363
|
|
|
323
|
|
||
Total liabilities
|
121,935
|
|
|
116,864
|
|
||
Stockholders’ equity
|
1,073,490
|
|
|
943,809
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,195,425
|
|
|
$
|
1,060,673
|
|
(1)
|
Entire balance eliminates in consolidation.
|
(2)
|
Majority of balance eliminates in consolidation.
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Income
|
|
||||||||||
Dividends received from subsidiaries(1)
|
$
|
71,255
|
|
|
$
|
47,006
|
|
|
$
|
44,598
|
|
Interest income(2)
|
—
|
|
|
50
|
|
|
98
|
|
|||
Total income
|
71,255
|
|
|
47,056
|
|
|
44,696
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest expense
|
4,234
|
|
|
3,995
|
|
|
5,901
|
|
|||
Total expenses
|
4,234
|
|
|
3,995
|
|
|
5,901
|
|
|||
Income before income taxes and equity in undistributed income of subsidiaries
|
67,021
|
|
|
43,061
|
|
|
38,795
|
|
|||
Income tax benefit
|
(1,151
|
)
|
|
(1,523
|
)
|
|
(1,791
|
)
|
|||
Income of parent company
|
68,172
|
|
|
44,584
|
|
|
40,586
|
|
|||
Equity in undistributed income of subsidiaries
|
53,450
|
|
|
42,620
|
|
|
36,062
|
|
|||
Net income
|
$
|
121,622
|
|
|
$
|
87,204
|
|
|
$
|
76,648
|
|
(1)
|
Majority of balance eliminates in consolidation.
|
(2)
|
Entire balance eliminated in consolidation.
|
|
Years Ended December 31
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||
Cash flows from operating activities
|
|
||||||||||
Net income
|
$
|
121,622
|
|
|
$
|
87,204
|
|
|
$
|
76,648
|
|
Adjustments to reconcile net income to cash provided by operating activities
|
|
|
|
|
|
||||||
Amortization (accretion)
|
54
|
|
|
12
|
|
|
(154
|
)
|
|||
Deferred income tax expense
|
49
|
|
|
51
|
|
|
678
|
|
|||
Change in prepaid income taxes and other assets
|
135
|
|
|
(99
|
)
|
|
423
|
|
|||
Change in other liabilities
|
6
|
|
|
(562
|
)
|
|
(5,532
|
)
|
|||
Equity in undistributed income of subsidiaries
|
(53,450
|
)
|
|
(42,620
|
)
|
|
(36,062
|
)
|
|||
Net cash provided by operating activities
|
68,416
|
|
|
43,986
|
|
|
36,001
|
|
|||
Cash flows used in investing activities
|
|
|
|
|
|
||||||
Cash paid for acquisitions, net of cash acquired (1)
|
(13,649
|
)
|
|
(4,834
|
)
|
|
(950
|
)
|
|||
Net cash used in investing activities
|
(13,649
|
)
|
|
(4,834
|
)
|
|
(950
|
)
|
|||
Cash flows used in financing activities
|
|
|
|
|
|
||||||
Restricted stock awards issued, net of awards surrendered
|
(1,371
|
)
|
|
(1,422
|
)
|
|
(696
|
)
|
|||
Net proceeds from exercise of stock options
|
184
|
|
|
214
|
|
|
201
|
|
|||
Proceeds from shares issued under the direct stock purchase plan
|
2,712
|
|
|
1,636
|
|
|
2,323
|
|
|||
Common dividends paid
|
(40,167
|
)
|
|
(34,045
|
)
|
|
(29,711
|
)
|
|||
Net cash used in financing activities
|
(38,642
|
)
|
|
(33,617
|
)
|
|
(27,883
|
)
|
|||
Net increase in cash and cash equivalents
|
16,125
|
|
|
5,535
|
|
|
7,168
|
|
|||
Cash and cash equivalents at the beginning of the year
|
48,131
|
|
|
42,596
|
|
|
35,428
|
|
|||
Cash and cash equivalents at the end of the year
|
$
|
64,256
|
|
|
$
|
48,131
|
|
|
$
|
42,596
|
|
(1)
|
The majority of the net assets acquired at the parent company represented each of the acquired companies' investments in their wholly owned subsidiaries, which were eliminated in consolidation at December 31, 2018, 2017, and 2016, respectively.
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
|
|
|
|
|
(Dollars in thousands, except per share data)
|
|
|
|
|
||||||||||||||||||||||
Interest income
|
$
|
73,749
|
|
|
$
|
64,407
|
|
|
$
|
79,167
|
|
|
$
|
68,133
|
|
|
$
|
82,875
|
|
|
$
|
71,778
|
|
|
$
|
87,910
|
|
|
$
|
72,876
|
|
Interest expense
|
5,278
|
|
|
4,207
|
|
|
5,999
|
|
|
4,378
|
|
|
6,641
|
|
|
4,705
|
|
|
7,618
|
|
|
5,044
|
|
||||||||
Net interest income
|
68,471
|
|
|
60,200
|
|
|
73,168
|
|
|
63,755
|
|
|
76,234
|
|
|
67,073
|
|
|
80,292
|
|
|
67,832
|
|
||||||||
Provision for loan losses
|
500
|
|
|
600
|
|
|
2,000
|
|
|
1,050
|
|
|
1,075
|
|
|
—
|
|
|
1,200
|
|
|
1,300
|
|
||||||||
Total noninterest income
|
19,863
|
|
|
18,912
|
|
|
21,887
|
|
|
21,398
|
|
|
23,264
|
|
|
20,770
|
|
|
23,491
|
|
|
21,914
|
|
||||||||
Total noninterest expenses
|
53,451
|
|
|
48,773
|
|
|
52,688
|
|
|
52,809
|
|
|
55,439
|
|
|
51,310
|
|
|
64,391
|
|
|
51,467
|
|
||||||||
Provision for income taxes
|
6,828
|
|
|
9,014
|
|
|
9,249
|
|
|
10,731
|
|
|
9,969
|
|
|
12,681
|
|
|
8,258
|
|
|
14,915
|
|
||||||||
Net income
|
$
|
27,555
|
|
|
$
|
20,725
|
|
|
$
|
31,118
|
|
|
$
|
20,563
|
|
|
$
|
33,015
|
|
|
$
|
23,852
|
|
|
$
|
29,934
|
|
|
$
|
22,064
|
|
Basic earnings per share
|
$
|
1.00
|
|
|
$
|
0.77
|
|
|
$
|
1.13
|
|
|
$
|
0.75
|
|
|
$
|
1.20
|
|
|
$
|
0.87
|
|
|
$
|
1.08
|
|
|
$
|
0.80
|
|
Diluted earnings per share
|
$
|
1.00
|
|
|
$
|
0.76
|
|
|
$
|
1.13
|
|
|
$
|
0.75
|
|
|
$
|
1.20
|
|
|
$
|
0.87
|
|
|
$
|
1.07
|
|
|
$
|
0.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average common shares (basic)
|
27,486,573
|
|
|
27,029,640
|
|
|
27,526,653
|
|
|
27,257,799
|
|
|
27,537,841
|
|
|
27,436,792
|
|
|
27,815,437
|
|
|
27,445,739
|
|
||||||||
Common stock equivalents
|
67,381
|
|
|
81,283
|
|
|
54,525
|
|
|
74,497
|
|
|
63,499
|
|
|
76,307
|
|
|
58,576
|
|
|
77,615
|
|
||||||||
Weighted average common shares (diluted)
|
27,553,954
|
|
|
27,110,923
|
|
|
27,581,178
|
|
|
27,332,296
|
|
|
27,601,340
|
|
|
27,513,099
|
|
|
27,874,013
|
|
|
27,523,354
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Unusual or infrequently occurring items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Items within noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Merger and acquisition expense
|
$
|
—
|
|
|
$
|
484
|
|
|
$
|
434
|
|
|
$
|
2,909
|
|
|
$
|
2,688
|
|
|
$
|
—
|
|
|
$
|
8,046
|
|
|
$
|
—
|
|
Items within provision for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2017 Tax Act: revaluation of net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,895
|
|
2017 Tax Act: revaluation of LIHTC investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
466
|
|
Total unusual or infrequently occurring items
|
$
|
—
|
|
|
$
|
484
|
|
|
$
|
434
|
|
|
$
|
2,909
|
|
|
$
|
2,688
|
|
|
$
|
—
|
|
|
$
|
8,046
|
|
|
$
|
2,361
|
|
|
2018
|
|
2017
|
||||
|
(Dollars in thousands)
|
||||||
Principal balance of loans outstanding at beginning of year
|
$
|
52,458
|
|
|
$
|
22,795
|
|
Loan advances (1)
|
14,862
|
|
|
36,800
|
|
||
Loan payments/payoffs
|
(14,057
|
)
|
|
(7,137
|
)
|
||
Reduction for retired directors
|
(12,093
|
)
|
|
—
|
|
||
Principal balance of loans outstanding at end of year
|
$
|
41,170
|
|
|
$
|
52,458
|
|
1.
|
The 2017 amount includes $31.3 million of loans associated with a newly appointed director during the year, which represent the outstanding loan balances at the effective date of appointment.
|
Equity Compensation Plan Category
|
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
|
|
Weighted-
Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
|
|
Number of
Securities
Remaining
Available
for Future Issuance
Under Equity
Compensation
Plans
(Excluding
Securities Reflected
in Column (a))
|
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Plans approved by security holders
|
54,500
|
|
|
$
|
37.28
|
|
|
805,811
|
|
(1)
|
Plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
TOTAL
|
54,500
|
|
|
$
|
37.28
|
|
|
805,811
|
|
|
(1)
|
There are 511,811 shares available for future issuance under the 2005 Employee Stock Plan and there are 294,000 shares available for future issuance under the 2018 Non-Employee Director Stock Plan. Shares under the 2005 and 2018 Plans may be issued as stock options or restricted stock awards.
|
No.
|
Exhibit
|
2.1
|
|
2.2
|
|
3.1
|
|
3.2
|
|
4.1
|
Specimen Common Stock Certificate, incorporated by reference to Form 10-K for the year ended December 31, 1992, filed on March 29, 1993 (SEC File No. 001-09047).
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
|
10.8
|
|
10.9
|
10.10
|
|
10.11
|
|
10.12
|
|
10.13
|
|
10.14
|
|
10.15
|
|
10.16
|
|
10.17
|
|
10.18
|
|
10.19
|
|
10.20
|
|
10.21
|
|
10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
10.27
|
23.1
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101
|
The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
|
*
|
Filed herewith
|
+
|
Furnished herewith
|
#
|
Management contract or compensatory plan or arrangement.
|
++
|
Confidential treatment has been granted for certain portions of this exhibit pursuant to a confidential treatment order granted by the SEC. The omitted portions have been separately filed with the SEC.
|
INDEPENDENT BANK CORP.
|
|
/s/ CHRISTOPHER ODDLEIFSON
|
Christopher Oddleifson,
Chief Executive Officer and President
|
/s/ CHRISTOPHER ODDLEIFSON
|
Director, CEO/President
|
Date:
|
February 28, 2019
|
Christopher Oddleifson
|
(Principal Executive Officer)
|
|
|
|
|
|
|
/s/ DONNA L. ABELLI
|
Director and Chairman of the Board
|
Date:
|
February 28, 2019
|
Donna L. Abelli
|
|
|
|
|
|
|
|
/s/ ROBERT D. COZZONE
|
CFO (Principal Financial Officer)
|
Date:
|
February 28, 2019
|
Robert D. Cozzone
|
|
|
|
|
|
|
|
/s/ MARK RUGGIERO
|
Controller
|
Date:
|
February 28, 2019
|
Mark Ruggiero
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
/s/MICHAEL P. HOGAN
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Director
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Date:
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February 28, 2019
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Michael P. Hogan
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/s/ KEVIN J. JONES
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Director
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Date:
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February 28, 2019
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Kevin J. Jones
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/s/ MARY L. LENTZ
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Director
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Date:
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February 28, 2019
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Mary L. Lentz
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/s/ EILEEN C. MISKELL
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Director
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Date:
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February 28, 2019
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Eileen C. Miskell
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/s/ JOHN J. MORRISSEY
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Director
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Date:
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February 28, 2019
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John J. Morrissey
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/s/ GERARD F. NADEAU
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Director
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Date:
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February 28, 2019
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Gerard F. Nadeau
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/s/ DANIEL F. O’BRIEN
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Director
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Date:
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February 28, 2019
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Daniel F. O’ Brien
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/s/ FREDERICK TAW
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Director
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Date:
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February 28, 2019
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Frederick Taw
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/s/ BRIAN S. TEDESCHI
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Director
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Date:
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February 28, 2019
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Brian S. Tedeschi
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/s/ THOMAS R. VENABLES
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Director
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Date:
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February 28, 2019
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Thomas R. Venables
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1.1
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Eligibility. The Plan is available to the members of the Board who are not employees of the Company, the Bank, or any affiliated entity.
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1.2
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Annual Enrollment. Each Participant who is eligible to participate in the Plan for any calendar year shall enroll by executing a Participation Agreement and completing all other forms as the Administrator may request. Participation in the Plan shall commence as of the date specified in the Participation Agreement.
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1.3
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Vesting. The Participant’s Account shall be fully vested at all times.
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2.1
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Deferral Elections. Participants may elect to defer receipt of all or any portion of their Fees. Before the beginning of a Plan Year, any Participant who wishes to defer receipt of any amount of his or her Fees must elect the amount of Fees to be deferred under the Plan for the upcoming Plan Year by completing a Participation Agreement. A Fee deferral election shall expire at the end of that calendar year (i.e., Fee deferral elections are not “evergreen”) and a new election must be made for each new calendar year. Deferral elections cannot be revoked or changed for a calendar year once the year has begun.
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2.2
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Account Credits.
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(a)
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Crediting of Contributions. The Administrator shall credit each Participant’s Account under this Plan with an amount equal to the Participant’s Fee Deferral Percentage, as specified on such Participant’s Participation Agreement, at the time that such amount would otherwise have been payable to the Participant. The Administrator will establish separate bookkeeping accounts for each year’s Fee deferrals.
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(b)
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Investments. Participants shall have the right to direct the investment of their Accounts by choosing from among the investment alternatives made available by the Administrator. The Administrator shall credit each Participant’s Account with earnings or losses as reported to the Administrator by the trustee of the rabbi trust (if any) or as reported from an investment source. If the Participant does not provide timely or proper investment directions, the Administrator shall select a default investment in the sole discretion of the Administrator.
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3.1
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Benefit Payment Dates.
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(a)
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Initial Selection of Benefit Payment Dates. The Participant shall specify his or her Benefit Payment Date(s) on his Participation Agreement with respect to amounts deferred for a calendar year. Benefits will be paid in cash, no later than 60 days after each of the specified Benefit Payment Dates, unless the Participant elects annual installments on the Participation Agreement.
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(b)
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Delaying Benefit Payment Dates. A Participant may delay the timing of any scheduled Benefit Payment Date, provided that such change:
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3.2
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Separation from Service. With respect to amounts initially deferred under this Plan, if the Participant has a Separation from Service before the Participant’s next scheduled Benefit Payment Date, other than due to death or Disability, the Participant shall be paid the Participant’s Account, which shall continue to be credited with earnings until paid to the Participant. Such amount shall be paid in a cash lump sum no later than 60 days after the Participant’s Separation from Service date, unless the Participant timely and properly elected annual installments on his Participation Agreement (but may be delayed until 6 months after Separation from Service if the Participant is a Specified Employee), or unless the Participant previously elected on the Participation Agreement to not accelerate a scheduled payment upon his or her Separation from Service.
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3.3
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Death Benefit. If a Participant dies while he or she is a member of the Board, the Participant’s Beneficiary shall be entitled to payment of the Participant’s Account, which shall be paid as a cash lump sum, no later than 60 days after the Participant’s date of death. If a Participant dies following
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3.4
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Disability Benefit. If a Participant becomes Disabled while he or she is a member of the Board, but does not have a Separation from Service, the Participant shall be entitled to receive payment of his entire Account, calculated at time of the Disability determination and paid in a lump sum, within 60 days after the date of the Disability determination.
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3.5
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Code Section 409A. The Plan shall be interpreted to comply with Code Section 409A, and all provisions of the Plan shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. While the Company and the Bank intend this Plan to comply with Code Section 409A, they do not represent or warrant to Participants that this Plan is compliant with Code Section 409A. Neither the Company nor the Bank nor the Administrator shall be liable for any additional taxes, penalties, or interest imposed as a result of noncompliance with Code Section 409A. With respect to installment payments, such payments will be treated as a “single payment” for purposes of the rules on subsequent deferral elections made in accordance with this Plan.
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4.1
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Administrator’s Duties. This Plan shall be administered by the Administrator. The Administrator shall have the authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise.
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4.2
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Agents. The Administrator may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company or the Bank.
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4.3
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Binding Effect of Decisions. The decision or action of the Administrator in respect to any question arising out of or in connection with the administration, interpretation, and application of the Plan and the rules of regulations under this Plan shall be final, conclusive, and binding upon all persons having any interest in the Plan.
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4.4
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Indemnification. The Bank and the Company shall indemnify and hold harmless all individuals acting as the Administrator against any and all claims, loss, damage, expense, or liability arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct.
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5.1
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Claim. Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Administrator, which shall respond in writing within 30 days.
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5.2
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Denial of Claim. If the claim or request is denied, the written notice of denial shall state:
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5.3
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Review of Claim. Any person whose claim or request is denied, or who has not received a response within 30 days, may request review by notice given in writing to the Administrator. The claim or request shall be reviewed by the Administrator who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.
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5.4
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Final Decision. The decision on review shall normally be made within 60 days. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be 120 days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions.
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5.5
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Arbitration. If a claimant continues to dispute the benefit denial based upon completed performance of this Plan and the Participation Agreement or the meaning and effect of the terms and conditions of them, then the claimant may submit the dispute to mediation, administered by the American Arbitration Association (“AAA”) (or a mediator selected by the parties) in accordance with the AAA’s Commercial Mediation Rules. If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
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6.1
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Amendment. Notwithstanding anything contained in this Plan to the contrary, the Board reserves the exclusive right to freeze or to amend this Plan at any time, provided that no amendment to the Plan shall decrease or restrict any amount accrued prior to the amendment date.
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6.2
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Complete Termination. Subject to the requirements of Code Section 409A, in the event of complete termination of the Plan, the Plan shall cease to operate and the Bank shall pay out to each Participant his or her entire Account as of the date of termination of the Plan. A complete termination of the Plan shall occur only under the following circumstances and conditions:
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7.1
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Unfunded Plan. This Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of management or highly compensated individuals, within the meaning of ERISA. This Plan is not intended to create an investment contract, but to provide tax planning opportunities and retirement benefits to eligible individuals who participate in the Plan.
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7.2
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Unsecured Creditor. The Participant’s interest in his or her Account is limited to the right to receive payments under the Plan, and the Participant’s position is that of a general unsecured creditor of the Company and the Bank.
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7.3
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Trust Fund. The Company or the Bank shall be responsible for the payment of all benefits provided under the Plan. At its discretion, the Company or the Bank may establish one or more rabbi trusts, with such trustees as the Board may approve, for the purpose of providing for the payment of such benefits. Such rabbi trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s or the Bank’s creditors. To the extent any benefits provided under the Plan are actually paid from any such trust, the Company or the Bank shall have no further obligation with respect to them, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company or the Bank.
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7.4
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Payment to Participant, Legal Representative or Beneficiary. Any payment to any Participant or the legal representative, Beneficiary, or to any guardian or committee appointed for the Participant or Beneficiary shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Company or the Bank, which may require the Participant, legal representative, Beneficiary, guardian or committee, as a condition precedent to such payment, to execute a receipt and release in a form as shall be determined by the Company or the Bank.
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7.5
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Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, hypothecate or convey in advance of actual receipt any amounts, payable which are, and all rights to which are, expressly declared to be un-assignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by an Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.
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7.6
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Validity. In case any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been included.
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7.7
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Notice. Any notice or filing required or permitted to be given to the Administrator under the Plan
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7.8
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Successors. The provisions of this Plan shall bind and inure to the benefit of the Company, the Bank, and their successors and assigns. The term “successors” as used shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company or the Bank, and successors of any such corporation or other business entity.
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7.9
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Acceleration of Payments. Except as specifically permitted by this Plan, no acceleration of the time or schedule of any payment may be made. Notwithstanding the foregoing, payments may be accelerated by the Bank, in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Department of the Treasury. Accordingly, payments may be accelerated, in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the federal government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in limited cash-outs (but not in excess of the limit under Code Section 402(g)(1)(B)); (v) to apply certain offsets in satisfaction of a debt of the Participant to the Bank; (vi) in satisfaction of certain bona fide disputes between the Participant and the Bank; or (vii) for any other purpose set forth in the Treasury Regulations and subsequent guidance.
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7.10
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Required Provisions. Any payments made to the Participant pursuant to this Plan or otherwise are subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) and 12 C.F.R. Part 359 Golden Parachute and Indemnification Payments or any other rules and regulations promulgated under them.
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7.11
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Governing Law. The Plan is established under, and will be construed according to, the laws of the Commonwealth of Massachusetts, to the extent such laws are not preempted by federal law.
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8.1
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“Account” means the amount credited to a Participant, including any gains or losses thereon.
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8.2
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“Administrator” means the Compensation Committee of the Board.
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8.3
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“Bank” means Rockland Trust Company.
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8.4
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“Beneficiary” means the person or persons (and their heirs) designated as Beneficiary by the Participant to whom the deceased Participant’s benefits are payable. Such beneficiary designation shall be made on a form filed with the Plan Administrator. If no Beneficiary is so designated, then the Participant’s estate will be deemed the Beneficiary. The Participant shall make an initial designation of primary and secondary Beneficiaries upon execution of his or her Participation Agreement and shall have the right to change such designation, at any subsequent time, by submitting a form to the Administrator. Any Beneficiary designation made subsequent to execution of the Participation Agreement shall become effective only when receipt is acknowledged in writing by the
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8.5
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“Benefit Payment Date” means each of the dates set forth in a Participant’s Participation Agreement
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8.6
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“Board” means the Board of Directors of the Company.
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8.7
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“Change in Control” means a change in ownership of the Company under paragraph (a) below, or a change in effective control of the Company under paragraph (b) below, or a change in the ownership of a substantial portion of the assets of the Company under paragraph (c) below:
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8.8
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“Code” means the Internal Revenue Code of 1986, as amended.
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8.9
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“Company” means Independent Bank Corp.
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8.10
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“Disability” means the first to occur of the following, where the Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the disability insurance, if any, covering Board members, or (iii)
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8.11
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“ERISA” means the Employer Retirement Income Security Act of 1974, as amended.
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8.12
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“Fees” shall mean cash-based annual retainer and/or meeting fees, which otherwise would have been paid in cash to the Participant.
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8.13
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“Fee Deferral Percentage” means a fixed percentage of a Participant’s Fees that a Participant elects to have credited to the Participant’s Account for a particular Plan Year. The Fee Deferral Percentage shall be set forth in the Participant’s Participation Agreement under this Plan.
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8.14
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“Participant” means any individual who is a member of the Board of Directors of the Company and/or Rockland and who is not an employee of the Company or Rockland (or any affiliated entity).
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8.15
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“Participation Agreement” means the agreement between Participant and the Company or the Bank which sets forth the particulars of the Participant’s benefits under the Plan.
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8.16
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“Plan” means this Independent Bank Corp. and Rockland Trust Company Nonqualified Deferred Compensation Plan for Non-employee Directors.
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8.17
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“Separation from Service” means Participant’s death, retirement or other termination of service from the Board of the Company or the Bank within the meaning of Code Section 409A. No Separation from Service shall be deemed to occur due to military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months or, if longer, so long as Participant’s right to reemployment or reengagement of service is provided by law or contract. If the leave exceeds six months and Participant’s right to reemployment or reengagement of service is not provided by law or by contract, then Participant shall have a Separation from Service on the first date immediately following such six-month period.
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8.18
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“Specified Employee” means a “Key Employee” as such term is defined in Code Section 416(i) without regard to paragraph 5 thereof. Notwithstanding anything to the contrary herein, in the event a Participant is a Specified Employee and becomes entitled to a payment hereunder due to Separation from Service for any reason (other than death or Disability), the payments to the Participant shall not commence until the first day of the seventh month following such Separation from Service. Whether and the extent to which a person is a Specified Employee shall be determined on the “Specified Employee Determination Date” which shall be December
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INDEPENDENT BANK CORP.
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|
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By:
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/s/Edward H. Seksay
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Edward H. Seksay, General Counsel
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RORCKLAND TRUST COMPANY
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|
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By:
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/s/ Maria Harris
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Maria Harris, Director of Human Resources
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|
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1.
|
If it is determined that the Company’s Deferred Compensation Program (Restated as Amended as of December 1, 2000) for non-employee directors (the “Program”), or any payment or distribution to the Director pursuant to the Program, does not comply with Section 409A of the Internal Revenue Code (the “Code”) and that such noncompliance causes the Director to incur additional taxes under Section 409A and interest and/or penalties (collectively, the “409A Tax”), then the Company shall make any payments to the Director (the “Payments”) that are necessary to provide the Director with the funds to pay the 409A Tax and any reasonable legal and accounting fees incurred by the Director to deal with the 409A Tax as well as any additional taxes, interest, and/or penalties, including additional 409A Tax, attributable to or resulting from the Payments.
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2.
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The intent of the parties is that the Company shall be responsible in full for, and shall indemnify and hold the Director harmless from, the 409A Tax, as well as any additional taxes, interest, and/or penalties, including additional 409A Tax, attributable to or resulting from the Payments.
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3.
|
The Company shall make any Payments due under Section 4(a) and or due under Section 4(c) within ten (10) business days after the later of the following dates: (1) the date on which the determination of the Payments due thereunder is made by the outside accounting firm that prepares the Company’s tax returns (the “Accounting Firm”) or (2) the date on which the Director remits the 409A Tax to the taxing authority with respect to which the Payments are to be made (or to which they relate).
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4.
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The Company and the Director shall use the following procedure to determine Payments:
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(a)
|
If the Company issues a corrected Form 1099 to the Director with respect to any payments or distributions to the Director under the Program and if the issuance of such corrected Form 1099 results in the Director being required to file amended income tax returns and pay additional taxes under Section 409A and interest and/or penalties, the Director will provide drafts of the amended tax returns to the Company for review and comment by the Accounting Firm at least 30 days prior to filing such returns and Director will make any reasonable revisions to such amended returns that the Accounting Firm recommends. The Accounting Firm shall determine the amount of any Payment due in connection with such amended returns and shall provide detailed supporting calculations to both the Company and to the Director within thirty (30) business days of receipt of drafts of the amended income tax returns from Director. The Accounting Firm’s determinations shall be final and binding on all parties under this Agreement.
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(b)
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The Director shall promptly notify the Company in writing of any pending or threatened audit or assessment by the Internal Revenue Service (whether commenced subsequent or
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(c)
|
The Accounting Firm shall determine the amount of any Payments due in connection any audits or assessments under Section 4(b). The Accounting Firm shall provide detailed supporting calculations to both the Company and to the Director within thirty (30) business days of receipt of notice from the Director of a final determination by Internal Revenue Service that additional 409A Taxes are due and with respect to which no appeal will be taken.
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(d)
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The Company’s obligation to make Payments under this Agreement shall terminate upon Director’s failure to comply with the procedures set forth in this Section 4. The Company shall pay all fees and expenses of the Accounting Firm.
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INDEPENDENT BANK CORP.
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DIRECTOR
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Edward H. Seksay
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Director
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Its duly authorized representative
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|
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Effective Date of Restricted Stock Agreement:
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[[GRANTDATE]]
|
Non-Employee Director Name and Residential Address:
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[[FIRSTNAME]] [[LASTNAME]]
[[RESADDR1]]
[[RESCITY]], [[RESSTATEORPROV]] [[RESPOSTALCODE]]
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Number of shares of common stock granted in this Restricted Stock Award:
|
[[SHARESGRANTED]] shares of the Company’s common stock.
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Vesting Period and Schedule:
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The shares granted pursuant to this Agreement vest immediately.
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•
|
Registration Statement (Form S-3 ASR No. 333-221227) pertaining to the Independent Bank Corp. 2014 Dividend Reinvestment and Stock Purchase Plan.
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•
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Registration Statement (Form S-3 ASR No. 333-226874) of Independent Bank Corp.
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•
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Registration Statement (Form S-8 No. 333-174991) pertaining to the Independent Bank Corp. Amended and Restated 2005 Employee Stock Plan
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•
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Registration Statement (Form S-8 No. 333-167046) pertaining to the Independent Bank Corp. 2010 Non-Employee Director Stock Plan
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•
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Registration Statement (Form S-8 No. 333-225034) pertaining to the Independent Bank Corp. 2018 Non-Employee Director Stock Plan
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•
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Registration Statement (Form S-8 No. 333-166124) pertaining to The Rockland Trust Company Employee Savings, Profit Sharing, and Stock Ownership Plan
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•
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Registration Statement (Form S-8 No. 333-126986) pertaining to the Independent Bank Corp. 2005 Employee Stock Plan
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•
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Registration Statement (Form S-8 No. 333-203525) pertaining to the Rockland Trust Company Amended and Restated 401(k) Restoration Plan
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/s/ CHRISTOPHER ODDLEIFSON
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Christopher Oddleifson
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Chief Executive Officer
|
/s/ ROBERT D. COZZONE
|
Robert D. Cozzone
|
Chief Financial Officer
|
(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
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(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Independent Bank Corp.
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(“Company”)
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|
/s/ CHRISTOPHER ODDLEIFSON
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Christopher Oddleifson
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Chief Executive Officer
|
(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
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(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Independent Bank Corp.
|
(“Company”)
|
|
/s/ ROBERT D. COZZONE
|
Robert D. Cozzone
|
Chief Financial Officer
|