|
Pennsylvania
|
23-2434506
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
identification No.)
|
|
|
801 Lancaster Avenue, Bryn Mawr, Pennsylvania
|
19010
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of class
|
Trading Symbol
|
Name of exchange on which registered
|
Common Stock, $1 par value
|
BMTC
|
The NASDAQ Stock Market
|
Classes
|
|
Outstanding at May 1, 2019
|
Common Stock, par value $1
|
|
20,147,151
|
|
(dollars in thousands)
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
13,656
|
|
|
$
|
14,099
|
|
Interest bearing deposits with banks
|
|
29,449
|
|
|
34,357
|
|
||
Cash and cash equivalents
|
|
43,105
|
|
|
48,456
|
|
||
Investment securities available for sale, at fair value (amortized cost of $562,528 and $745,328 as of March 31, 2019 and December 31, 2018, respectively)
|
|
559,983
|
|
|
737,442
|
|
||
Investment securities held to maturity, at amortized cost (fair value of $10,324 and $8,438 as of March 31, 2019 and December 31, 2018, respectively)
|
|
10,457
|
|
|
8,684
|
|
||
Investment securities, trading
|
|
8,189
|
|
|
7,502
|
|
||
Loans held for sale
|
|
2,884
|
|
|
1,749
|
|
||
Portfolio loans and leases, originated
|
|
3,032,270
|
|
|
2,885,251
|
|
||
Portfolio loans and leases, acquired
|
|
491,244
|
|
|
541,903
|
|
||
Total portfolio loans and leases
|
|
3,523,514
|
|
|
3,427,154
|
|
||
Less: Allowance for originated loan and lease losses
|
|
(20,519
|
)
|
|
(19,329
|
)
|
||
Less: Allowance for acquired loan and lease losses
|
|
(97
|
)
|
|
(97
|
)
|
||
Total allowance for loans and lease losses
|
|
(20,616
|
)
|
|
(19,426
|
)
|
||
Net portfolio loans and leases
|
|
3,502,898
|
|
|
3,407,728
|
|
||
Premises and equipment, net
|
|
67,279
|
|
|
65,648
|
|
||
Operating lease right-of-use assets
|
|
43,985
|
|
|
—
|
|
||
Accrued interest receivable
|
|
13,123
|
|
|
12,585
|
|
||
Mortgage servicing rights
|
|
4,910
|
|
|
5,047
|
|
||
Bank owned life insurance
|
|
58,138
|
|
|
57,844
|
|
||
Federal Home Loan Bank stock
|
|
10,526
|
|
|
14,530
|
|
||
Goodwill
|
|
184,012
|
|
|
184,012
|
|
||
Intangible assets
|
|
21,994
|
|
|
23,455
|
|
||
Other investments
|
|
16,526
|
|
|
16,526
|
|
||
Other assets
|
|
83,984
|
|
|
61,277
|
|
||
Total assets
|
|
$
|
4,631,993
|
|
|
$
|
4,652,485
|
|
Liabilities
|
|
|
|
|
||||
Deposits:
|
|
|
|
|
||||
Noninterest-bearing
|
|
$
|
882,310
|
|
|
$
|
901,619
|
|
Interest-bearing
|
|
2,755,307
|
|
|
2,697,468
|
|
||
Total deposits
|
|
3,637,617
|
|
|
3,599,087
|
|
||
|
|
|
|
|
||||
Short-term borrowings
|
|
124,214
|
|
|
252,367
|
|
||
Long-term FHLB advances
|
|
55,407
|
|
|
55,374
|
|
||
Subordinated notes
|
|
98,571
|
|
|
98,526
|
|
||
Junior subordinated debentures
|
|
21,622
|
|
|
21,580
|
|
||
Operating lease liabilities
|
|
48,224
|
|
|
—
|
|
||
Accrued interest payable
|
|
8,674
|
|
|
6,652
|
|
||
Other liabilities
|
|
62,557
|
|
|
54,195
|
|
||
Total liabilities
|
|
4,056,886
|
|
|
4,087,781
|
|
||
Shareholders' equity
|
|
|
|
|
||||
Common stock, par value $1; authorized 100,000,000 shares; issued 24,577,248 and 24,545,348 shares as of March 31, 2019 and December 31, 2018, respectively and outstanding of 20,167,729 and 20,163,816 as of March 31, 2019 and December 31, 2018, respectively
|
|
24,577
|
|
|
24,545
|
|
||
Paid-in capital in excess of par value
|
|
375,655
|
|
|
374,010
|
|
||
Less: Common stock in treasury at cost - 4,409,519 and 4,381,532 shares as of March 31, 2019 and December 31, 2018, respectively
|
|
(76,974
|
)
|
|
(75,883
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
|
(3,278
|
)
|
|
(7,513
|
)
|
||
Retained earnings
|
|
255,813
|
|
|
250,230
|
|
||
Total Bryn Mawr Bank Corporation shareholders' equity
|
|
575,793
|
|
|
565,389
|
|
||
Noncontrolling interest
|
|
(686
|
)
|
|
(685
|
)
|
||
Total shareholders' equity
|
|
575,107
|
|
|
564,704
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
4,631,993
|
|
|
$
|
4,652,485
|
|
|
Three Months Ended
March 31, |
||||||
(dollars in thousands, except share and per share data)
|
2019
|
|
2018
|
||||
Interest income:
|
|
|
|
||||
Interest and fees on loans and leases
|
$
|
44,837
|
|
|
$
|
40,689
|
|
Interest on cash and cash equivalents
|
132
|
|
|
53
|
|
||
Interest on investment securities:
|
|
|
|
||||
Taxable
|
3,450
|
|
|
2,706
|
|
||
Non-taxable
|
47
|
|
|
84
|
|
||
Dividends
|
2
|
|
|
2
|
|
||
Total interest income
|
48,468
|
|
|
43,534
|
|
||
Interest expense:
|
|
|
|
||||
Interest on deposits
|
8,097
|
|
|
3,472
|
|
||
Interest on short-term borrowings
|
943
|
|
|
630
|
|
||
Interest on FHLB advances and other borrowings
|
278
|
|
|
562
|
|
||
Interest on subordinated notes
|
1,145
|
|
|
1,143
|
|
||
Interest on junior subordinated debentures
|
358
|
|
|
288
|
|
||
Total interest expense
|
10,821
|
|
|
6,095
|
|
||
Net interest income
|
37,647
|
|
|
37,439
|
|
||
Provision for loan and lease losses
|
3,736
|
|
|
1,030
|
|
||
Net interest income after provision for loan and lease losses
|
33,911
|
|
|
36,409
|
|
||
Noninterest income:
|
|
|
|
||||
Fees for wealth management services
|
10,392
|
|
|
10,308
|
|
||
Insurance commissions
|
1,672
|
|
|
1,693
|
|
||
Capital markets revenue
|
2,219
|
|
|
666
|
|
||
Service charges on deposits
|
808
|
|
|
713
|
|
||
Loan servicing and other fees
|
609
|
|
|
686
|
|
||
Net gain on sale of loans
|
319
|
|
|
518
|
|
||
Net gain on sale of investment securities available for sale
|
—
|
|
|
7
|
|
||
Net gain (loss) on sale of other real estate owned ("OREO")
|
(24
|
)
|
|
176
|
|
||
Dividends on FHLB and FRB stock
|
411
|
|
|
431
|
|
||
Other operating income
|
2,847
|
|
|
4,338
|
|
||
Total noninterest income
|
19,253
|
|
|
19,536
|
|
||
Noninterest expenses:
|
|
|
|
||||
Salaries and wages
|
20,901
|
|
|
15,982
|
|
||
Employee benefits
|
4,166
|
|
|
3,708
|
|
||
Occupancy and bank premises
|
3,252
|
|
|
3,050
|
|
||
Furniture, fixtures, and equipment
|
2,389
|
|
|
1,898
|
|
||
Advertising
|
415
|
|
|
461
|
|
||
Amortization of intangible assets
|
938
|
|
|
879
|
|
||
Due diligence, merger-related and merger integration expenses
|
—
|
|
|
4,319
|
|
||
Professional fees
|
1,320
|
|
|
748
|
|
||
Pennsylvania bank shares tax
|
409
|
|
|
473
|
|
||
Data processing
|
1,320
|
|
|
1,195
|
|
||
Other operating expenses
|
4,614
|
|
|
3,317
|
|
||
Total noninterest expenses
|
39,724
|
|
|
36,030
|
|
||
Income before income taxes
|
13,440
|
|
|
19,915
|
|
||
Income tax expense
|
2,764
|
|
|
4,630
|
|
||
Net income
|
$
|
10,676
|
|
|
$
|
15,285
|
|
Net (loss) attributable to noncontrolling interest
|
(1
|
)
|
|
(1
|
)
|
||
Net income attributable to Bryn Mawr Bank Corporation
|
$
|
10,677
|
|
|
$
|
15,286
|
|
Basic earnings per common share
|
$
|
0.53
|
|
|
$
|
0.76
|
|
Diluted earnings per common share
|
$
|
0.53
|
|
|
$
|
0.75
|
|
Dividends paid or accrued per common share
|
$
|
0.25
|
|
|
$
|
0.22
|
|
Weighted-average basic shares outstanding
|
20,168,498
|
|
|
20,202,969
|
|
||
Dilutive shares
|
103,163
|
|
|
247,525
|
|
||
Adjusted weighted-average diluted shares
|
20,271,661
|
|
|
20,450,494
|
|
|
Three Months Ended
March 31, |
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Net income attributable to Bryn Mawr Bank Corporation
|
$
|
10,677
|
|
|
$
|
15,286
|
|
|
|
|
|
||||
Other comprehensive income (loss):
|
|
|
|
||||
Net change in unrealized gains (losses) on investment securities available for sale:
|
|
|
|
||||
Net unrealized gains (losses) arising during the period, net of tax expense (benefit) of $1,121 and $(1,319), respectively
|
4,219
|
|
|
(4,961
|
)
|
||
Reclassification adjustment for net (gain) on sale realized in net income, net of tax expense of $0 and $1, respectively
|
—
|
|
|
(6
|
)
|
||
Reclassification adjustment for net (gain) realized on transfer of investment securities available for sale to trading, net of tax expense of $0 and $88, respectively
|
—
|
|
|
(329
|
)
|
||
Unrealized investment gains (losses), net of tax expense (benefit) of $1,121 and $(1,408), respectively
|
4,219
|
|
|
(5,296
|
)
|
||
Net change in unfunded pension liability:
|
|
|
|
||||
Change in unfunded pension liability related to unrealized loss, prior service cost and transition obligation, net of tax expense of $4 and $12, respectively
|
16
|
|
|
46
|
|
||
|
|
|
|
||||
Total other comprehensive income (loss)
|
4,235
|
|
|
(5,250
|
)
|
||
|
|
|
|
||||
Total comprehensive income
|
$
|
14,912
|
|
|
$
|
10,036
|
|
|
Three Months Ended March 31,
|
||||||
(
dollars in thousands)
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
||||
Net income attributable to Bryn Mawr Bank Corporation
|
$
|
10,677
|
|
|
$
|
15,286
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for loan and lease losses
|
3,736
|
|
|
1,030
|
|
||
Depreciation of fixed assets
|
1,908
|
|
|
1,493
|
|
||
Amortization of operating lease right-of-use assets
|
914
|
|
|
—
|
|
||
Net amortization of investment premiums and discounts
|
543
|
|
|
761
|
|
||
Net gain on sale of investment securities available for sale
|
—
|
|
|
(7
|
)
|
||
Net gain on sale of loans
|
(319
|
)
|
|
(518
|
)
|
||
Stock based compensation
|
1,137
|
|
|
620
|
|
||
Amortization and net impairment of mortgage servicing rights
|
137
|
|
|
171
|
|
||
Net accretion of fair value adjustments
|
(1,018
|
)
|
|
(3,004
|
)
|
||
Amortization of intangible assets
|
938
|
|
|
879
|
|
||
Net loss (gain) on sale of OREO
|
24
|
|
|
(176
|
)
|
||
Net increase in cash surrender value of bank owned life insurance ("BOLI")
|
(294
|
)
|
|
(279
|
)
|
||
Other, net
|
(642
|
)
|
|
(107
|
)
|
||
Loans originated for resale
|
(10,353
|
)
|
|
(19,534
|
)
|
||
Proceeds from loans sold
|
9,484
|
|
|
18,265
|
|
||
Provision for deferred income taxes
|
43
|
|
|
656
|
|
||
Change in income taxes payable/receivable, net
|
7,067
|
|
|
3,819
|
|
||
Change in accrued interest receivable
|
(538
|
)
|
|
1,725
|
|
||
Change in accrued interest payable
|
2,022
|
|
|
1,287
|
|
||
Change in operating lease liabilities
|
(850
|
)
|
|
—
|
|
||
Change in other assets
|
(28,612
|
)
|
|
(11,342
|
)
|
||
Change in other liabilities
|
10,814
|
|
|
(5,987
|
)
|
||
Net cash provided by operating activities
|
6,818
|
|
|
5,038
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Purchases of investment securities available for sale
|
(61,225
|
)
|
|
(74,029
|
)
|
||
Purchases of investment securities held to maturity
|
(1,827
|
)
|
|
—
|
|
||
Proceeds from maturity and paydowns of investment securities available for sale
|
217,990
|
|
|
218,393
|
|
||
Proceeds from maturity and paydowns of investment securities held to maturity
|
45
|
|
|
39
|
|
||
Proceeds from sale of investment securities available for sale
|
—
|
|
|
7
|
|
||
Net change in FHLB stock
|
4,004
|
|
|
4,584
|
|
||
Proceeds from calls of investment securities
|
25,500
|
|
|
65
|
|
||
Net change in other investments
|
—
|
|
|
500
|
|
||
Purchase of customer relationships
|
(18
|
)
|
|
—
|
|
||
Net portfolio loan and lease originations
|
(97,976
|
)
|
|
(21,230
|
)
|
||
Purchases of premises and equipment
|
(3,540
|
)
|
|
(2,063
|
)
|
||
Proceeds from sale of OREO
|
309
|
|
|
217
|
|
||
Net cash provided by investing activities
|
83,262
|
|
|
126,483
|
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Change in deposits
|
38,752
|
|
|
(57,879
|
)
|
||
Change in short-term borrowings
|
(128,153
|
)
|
|
(64,161
|
)
|
||
Dividends paid
|
(5,041
|
)
|
|
(4,523
|
)
|
||
Change in long-term FHLB advances and other borrowings
|
—
|
|
|
(31,371
|
)
|
||
Payment of contingent consideration for business combinations
|
(438
|
)
|
|
—
|
|
||
Cash payments to taxing authorities on employees' behalf from shares withheld from stock-based compensation
|
(34
|
)
|
|
(626
|
)
|
||
Net proceeds from sale of treasury stock for deferred compensation plans
|
—
|
|
|
171
|
|
||
Repurchase of warrants from U.S. Treasury
|
—
|
|
|
(1,755
|
)
|
||
Net purchase of treasury stock through publicly announced plans
|
(1,057
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
540
|
|
|
992
|
|
||
Net cash used in financing activities
|
(95,431
|
)
|
|
(159,152
|
)
|
||
|
|
|
|
||||
Change in cash and cash equivalents
|
(5,351
|
)
|
|
(27,631
|
)
|
||
Cash and cash equivalents at beginning of period
|
48,456
|
|
|
60,024
|
|
||
Cash and cash equivalents at end of period
|
$
|
43,105
|
|
|
$
|
32,393
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid during the year for:
|
|
|
|
||||
Income taxes
|
$
|
199
|
|
|
$
|
146
|
|
Interest
|
$
|
8,799
|
|
|
$
|
4,808
|
|
|
|
|
|
||||
Non-cash information:
|
|
|
|
||||
Change in other comprehensive loss
|
$
|
4,235
|
|
|
$
|
(5,250
|
)
|
Change in deferred tax due to change in comprehensive income
|
$
|
1,125
|
|
|
$
|
(1,396
|
)
|
Transfer of loans to OREO and repossessed assets
|
$
|
—
|
|
|
$
|
37
|
|
|
For the Three Months Ended March 31, 2019
|
|||||||||||||||||||||||||||||
(dollars in thousands, except share and per share data)
|
Shares of Common Stock Issued
|
|
Common
Stock
|
|
Paid-in Capital
|
|
Treasury
Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Retained
Earnings
|
|
Noncontrolling
Interest
|
|
Total Shareholders' Equity
|
|||||||||||||||
Balance December 31, 2018
|
24,545,348
|
|
|
$
|
24,545
|
|
|
$
|
374,010
|
|
|
$
|
(75,883
|
)
|
|
$
|
(7,513
|
)
|
|
$
|
250,230
|
|
|
$
|
(685
|
)
|
|
$
|
564,704
|
|
Net income attributable to Bryn Mawr Bank Corporation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,677
|
|
|
—
|
|
|
10,677
|
|
|||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||
Dividends paid or accrued, $0.25 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,094
|
)
|
|
—
|
|
|
(5,094
|
)
|
|||||||
Other comprehensive income, net of tax expense of $1,125
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,235
|
|
|
—
|
|
|
—
|
|
|
4,235
|
|
|||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
1,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,137
|
|
|||||||
Net purchase of treasury stock from stock awards for statutory tax withholdings
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||||
Purchase of treasury stock through publicly announced plans
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,057
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,057
|
)
|
|||||||
Common stock issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Common stock issued through share-based awards and options exercises
|
31,900
|
|
|
32
|
|
|
508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
540
|
|
|||||||
Balance March 31, 2019
|
24,577,248
|
|
|
$
|
24,577
|
|
|
$
|
375,655
|
|
|
$
|
(76,974
|
)
|
|
$
|
(3,278
|
)
|
|
$
|
255,813
|
|
|
$
|
(686
|
)
|
|
$
|
575,107
|
|
|
For the Three Months Ended March 31, 2018
|
|||||||||||||||||||||||||||||
(dollars in thousands, except share and per share data)
|
Shares of Common Stock Issued
|
|
Common
Stock
|
|
Paid-in Capital
|
|
Treasury
Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Retained
Earnings
|
|
Noncontrolling
Interest
|
|
Total Shareholders' Equity
|
|||||||||||||||
Balance December 31, 2017
|
24,360,049
|
|
|
$
|
24,360
|
|
|
$
|
371,486
|
|
|
$
|
(68,179
|
)
|
|
$
|
(4,414
|
)
|
|
$
|
205,549
|
|
|
$
|
(683
|
)
|
|
$
|
528,119
|
|
Net income attributable to Bryn Mawr Bank Corporation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,286
|
|
|
—
|
|
|
15,286
|
|
|||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||
Dividends paid or accrued, $0.22 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,495
|
)
|
|
—
|
|
|
(4,495
|
)
|
|||||||
Other comprehensive income, net of tax expense of $1,396
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,250
|
)
|
|
—
|
|
|
—
|
|
|
(5,250
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
620
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|||||||
Net purchase of treasury stock from stock awards for statutory tax withholdings
|
—
|
|
|
—
|
|
|
—
|
|
|
(626
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(626
|
)
|
|||||||
Net treasury stock activity for deferred compensation trusts
|
—
|
|
|
—
|
|
|
153
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|||||||
Repurchase of warrants from U.S. Treasury
|
—
|
|
|
—
|
|
|
(1,853
|
)
|
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
(1,755
|
)
|
|||||||
Common stock issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Common stock issued through share-based awards and options exercises
|
78,709
|
|
|
79
|
|
|
913
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
992
|
|
|||||||
Balance March 31, 2018
|
24,438,758
|
|
|
$
|
24,439
|
|
|
$
|
371,319
|
|
|
$
|
(68,787
|
)
|
|
$
|
(9,664
|
)
|
|
$
|
216,438
|
|
|
$
|
(684
|
)
|
|
$
|
533,061
|
|
•
|
recognized operating lease liabilities of approximately
$49.1 million
, with corresponding ROU assets of the same amount, based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases, and
|
•
|
derecognized
$541 thousand
of favorable lease assets,
$2.2 million
in unfavorable lease liabilities, and
$2.5 million
in deferred rent, with a corresponding adjustment to the ROU asset for the same amounts.
|
•
|
Increases / decreases to the time period management deems reasonably and supportably forecastable
|
•
|
Inclusion / exclusion of forecast factors
|
•
|
Adverse changes to reasonable and supportable forecasts
|
•
|
Detectable increases / decreases in the Corporation’s or comparable industry credit loss parameters
|
•
|
Deterioration / improvement in the risk profile of the Corporation’s loan and lease portfolio
|
•
|
Decreased / increased prepayment behavior or other factors impacting loan and lease portfolio duration
|
•
|
Changes in credit risk through the ordinary course of operations, such as launch or expansion of higher risk-bearing products
|
•
|
Interest rate fluctuations impacting effective yield on certain instruments.
|
(dollars in thousands)
|
|
||
Consideration paid:
|
|
||
Common shares issued (3,101,316)
|
$
|
136,768
|
|
Cash in lieu of fractional shares
|
7
|
|
|
Cash-out of certain options
|
112
|
|
|
Fair value of warrants assumed
|
1,853
|
|
|
Value of consideration
|
138,740
|
|
|
|
|
||
Assets acquired:
|
|
||
Cash and due from banks
|
17,092
|
|
|
Investment securities available for sale
|
121,587
|
|
|
Loans
|
566,228
|
|
|
Premises and equipment
|
8,264
|
|
|
Deferred income taxes
|
34,823
|
|
|
Bank-owned life insurance
|
16,550
|
|
|
Core deposit intangible
|
4,670
|
|
|
Favorable lease asset
|
566
|
|
|
Other assets
|
13,611
|
|
|
Total assets
|
783,391
|
|
|
|
|
||
Liabilities assumed:
|
|
||
Deposits
|
593,172
|
|
|
FHLB and other long-term borrowings
|
59,568
|
|
|
Short-term borrowings
|
15,000
|
|
|
Junior subordinated debentures
|
21,416
|
|
|
Unfavorable lease liability
|
322
|
|
|
Other liabilities
|
31,381
|
|
|
Total liabilities
|
720,859
|
|
|
|
|
||
Net assets acquired
|
62,532
|
|
|
|
|
||
Goodwill resulting from acquisition of RBPI
|
$
|
76,208
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Advertising
|
$
|
—
|
|
|
$
|
59
|
|
Employee Benefits
|
—
|
|
|
203
|
|
||
Occupancy and bank premises
|
—
|
|
|
1,856
|
|
||
Furniture, fixtures, and equipment
|
—
|
|
|
179
|
|
||
Data processing
|
—
|
|
|
112
|
|
||
Professional fees
|
—
|
|
|
747
|
|
||
Salaries and wages
|
—
|
|
|
346
|
|
||
Other
|
—
|
|
|
817
|
|
||
Total due diligence, merger-related and merger integration expenses
|
$
|
—
|
|
|
$
|
4,319
|
|
(dollars in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
U.S. Treasury securities
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100
|
|
Obligations of the U.S. government and agencies
|
188,079
|
|
|
103
|
|
|
(1,436
|
)
|
|
186,746
|
|
||||
Obligations of state and political subdivisions
|
8,644
|
|
|
5
|
|
|
(11
|
)
|
|
8,638
|
|
||||
Mortgage-backed securities
|
323,610
|
|
|
1,365
|
|
|
(2,062
|
)
|
|
322,913
|
|
||||
Collateralized mortgage obligations
|
40,995
|
|
|
182
|
|
|
(691
|
)
|
|
40,486
|
|
||||
Other investment securities
|
1,100
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
||||
Total
|
$
|
562,528
|
|
|
$
|
1,655
|
|
|
$
|
(4,200
|
)
|
|
$
|
559,983
|
|
(dollars in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
U.S. Treasury securities
|
$
|
200,026
|
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
200,013
|
|
Obligations of the U.S. government and agencies
|
198,604
|
|
|
107
|
|
|
(2,856
|
)
|
|
195,855
|
|
||||
Obligations of state and political subdivisions
|
11,372
|
|
|
3
|
|
|
(43
|
)
|
|
11,332
|
|
||||
Mortgage-backed securities
|
294,076
|
|
|
554
|
|
|
(4,740
|
)
|
|
289,890
|
|
||||
Collateralized mortgage obligations
|
40,150
|
|
|
141
|
|
|
(1,039
|
)
|
|
39,252
|
|
||||
Other investment securities
|
1,100
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
||||
Total
|
$
|
745,328
|
|
|
$
|
805
|
|
|
$
|
(8,691
|
)
|
|
$
|
737,442
|
|
|
Less than 12
Months
|
|
12 Months
or Longer
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
Fair
Value
|
|
Unrealized Losses
|
|
Fair
Value
|
|
Unrealized Losses
|
|
Fair
Value
|
|
Unrealized Losses
|
||||||||||||
Obligations of the U.S. government and agencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
141,114
|
|
|
$
|
(1,436
|
)
|
|
$
|
141,114
|
|
|
$
|
(1,436
|
)
|
Obligations of state and political subdivisions
|
—
|
|
|
—
|
|
|
3,200
|
|
|
(11
|
)
|
|
3,200
|
|
|
(11
|
)
|
||||||
Mortgage-backed securities
|
18,237
|
|
|
(183
|
)
|
|
193,339
|
|
|
(1,879
|
)
|
|
211,576
|
|
|
(2,062
|
)
|
||||||
Collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
25,944
|
|
|
(691
|
)
|
|
25,944
|
|
|
(691
|
)
|
||||||
Total
|
$
|
18,237
|
|
|
$
|
(183
|
)
|
|
$
|
363,597
|
|
|
$
|
(4,017
|
)
|
|
$
|
381,834
|
|
|
$
|
(4,200
|
)
|
|
Less than 12
Months
|
|
12 Months
or Longer
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
Fair
Value
|
|
Unrealized Losses
|
|
Fair
Value
|
|
Unrealized Losses
|
|
Fair
Value
|
|
Unrealized Losses
|
||||||||||||
U.S. Treasury securities
|
$
|
199,912
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
199,912
|
|
|
$
|
(13
|
)
|
Obligations of the U.S. government and agencies
|
12,916
|
|
|
(62
|
)
|
|
140,506
|
|
|
(2,794
|
)
|
|
153,422
|
|
|
(2,856
|
)
|
||||||
Obligations of state and political subdivisions
|
—
|
|
|
—
|
|
|
3,989
|
|
|
(43
|
)
|
|
3,989
|
|
|
(43
|
)
|
||||||
Mortgage-backed securities
|
43,276
|
|
|
(352
|
)
|
|
195,697
|
|
|
(4,388
|
)
|
|
238,973
|
|
|
(4,740
|
)
|
||||||
Collateralized mortgage obligations
|
540
|
|
|
(1
|
)
|
|
27,077
|
|
|
(1,038
|
)
|
|
27,617
|
|
|
(1,039
|
)
|
||||||
Total
|
$
|
256,644
|
|
|
$
|
(428
|
)
|
|
$
|
367,269
|
|
|
$
|
(8,263
|
)
|
|
$
|
623,913
|
|
|
$
|
(8,691
|
)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
(dollars in thousands)
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||||
Due in one year or less
|
$
|
9,055
|
|
|
$
|
9,041
|
|
|
$
|
209,129
|
|
|
$
|
209,099
|
|
Due after one year through five years
|
166,223
|
|
|
165,027
|
|
|
180,657
|
|
|
177,972
|
|
||||
Due after five years through ten years
|
10,098
|
|
|
10,126
|
|
|
7,258
|
|
|
7,268
|
|
||||
Due after ten years
|
12,547
|
|
|
12,390
|
|
|
14,058
|
|
|
13,961
|
|
||||
Subtotal
|
197,923
|
|
|
196,584
|
|
|
411,102
|
|
|
408,300
|
|
||||
Mortgage-related securities
(1)
|
364,605
|
|
|
363,399
|
|
|
334,226
|
|
|
329,142
|
|
||||
Total
|
$
|
562,528
|
|
|
$
|
559,983
|
|
|
$
|
745,328
|
|
|
$
|
737,442
|
|
(dollars in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Mortgage-backed securities
|
$
|
10,457
|
|
|
$
|
10
|
|
|
$
|
(143
|
)
|
|
$
|
10,324
|
|
(dollars in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Mortgage-backed securities
|
$
|
8,684
|
|
|
$
|
—
|
|
|
$
|
(246
|
)
|
|
$
|
8,438
|
|
|
Less than 12
Months
|
|
12 Months
or Longer
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Mortgage-backed securities
|
$
|
1,814
|
|
|
$
|
(13
|
)
|
|
$
|
7,187
|
|
|
$
|
(130
|
)
|
|
$
|
9,001
|
|
|
$
|
(143
|
)
|
|
Less than 12
Months
|
|
12 Months
or Longer
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Mortgage-backed securities
|
$
|
1,315
|
|
|
$
|
(4
|
)
|
|
$
|
7,123
|
|
|
$
|
(242
|
)
|
|
$
|
8,438
|
|
|
$
|
(246
|
)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
(dollars in thousands)
|
Amortized
Cost
|
|
Fair Value
|
|
Amortized
Cost
|
|
Fair Value
|
||||||||
Mortgage-backed securities
(1)
|
$
|
10,457
|
|
|
$
|
10,324
|
|
|
$
|
8,684
|
|
|
$
|
8,438
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(dollars in thousands)
|
Originated
|
|
Acquired
|
|
Total Loans and Leases
|
|
Originated
|
|
Acquired
|
|
Total Loans and Leases
|
||||||||||||
Loans held for sale
|
$
|
2,884
|
|
|
$
|
—
|
|
|
$
|
2,884
|
|
|
$
|
1,749
|
|
|
$
|
—
|
|
|
$
|
1,749
|
|
Real Estate Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial mortgage
|
$
|
1,436,611
|
|
|
$
|
310,084
|
|
|
$
|
1,746,695
|
|
|
$
|
1,327,822
|
|
|
$
|
329,614
|
|
|
$
|
1,657,436
|
|
Home equity lines and loans
|
180,075
|
|
|
24,716
|
|
|
204,791
|
|
|
181,506
|
|
|
25,845
|
|
|
207,351
|
|
||||||
Residential mortgage
|
423,638
|
|
|
78,741
|
|
|
502,379
|
|
|
411,022
|
|
|
83,333
|
|
|
494,355
|
|
||||||
Construction
|
157,572
|
|
|
2,189
|
|
|
159,761
|
|
|
174,592
|
|
|
6,486
|
|
|
181,078
|
|
||||||
Total real estate loans
|
$
|
2,197,896
|
|
|
$
|
415,730
|
|
|
$
|
2,613,626
|
|
|
$
|
2,094,942
|
|
|
$
|
445,278
|
|
|
$
|
2,540,220
|
|
Commercial and industrial
|
651,204
|
|
|
54,497
|
|
|
705,701
|
|
|
624,643
|
|
|
70,941
|
|
|
695,584
|
|
||||||
Consumer
|
45,229
|
|
|
2,592
|
|
|
47,821
|
|
|
44,099
|
|
|
2,715
|
|
|
46,814
|
|
||||||
Leases
|
137,941
|
|
|
18,425
|
|
|
156,366
|
|
|
121,567
|
|
|
22,969
|
|
|
144,536
|
|
||||||
Total portfolio loans and leases
|
$
|
3,032,270
|
|
|
$
|
491,244
|
|
|
$
|
3,523,514
|
|
|
$
|
2,885,251
|
|
|
$
|
541,903
|
|
|
$
|
3,427,154
|
|
Total loans and leases
|
$
|
3,035,154
|
|
|
$
|
491,244
|
|
|
$
|
3,526,398
|
|
|
$
|
2,887,000
|
|
|
$
|
541,903
|
|
|
$
|
3,428,903
|
|
Loans with fixed rates
|
$
|
1,252,613
|
|
|
$
|
288,679
|
|
|
$
|
1,541,292
|
|
|
$
|
1,204,070
|
|
|
$
|
323,604
|
|
|
$
|
1,527,674
|
|
Loans with adjustable or floating rates
|
1,782,541
|
|
|
202,565
|
|
|
1,985,106
|
|
|
1,682,930
|
|
|
218,299
|
|
|
1,901,229
|
|
||||||
Total loans and leases
|
$
|
3,035,154
|
|
|
$
|
491,244
|
|
|
$
|
3,526,398
|
|
|
$
|
2,887,000
|
|
|
$
|
541,903
|
|
|
$
|
3,428,903
|
|
Net deferred loan origination fees included in the above loan table
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
2,226
|
|
|
$
|
—
|
|
|
$
|
2,226
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(dollars in thousands)
|
Originated
|
|
Acquired
|
|
Total Leases
|
|
Originated
|
|
Acquired
|
|
Total Leases
|
||||||||||||
Minimum lease payments receivable
|
$
|
153,559
|
|
|
$
|
20,244
|
|
|
$
|
173,803
|
|
|
$
|
135,313
|
|
|
$
|
25,372
|
|
|
$
|
160,685
|
|
Unearned lease income
|
(21,737
|
)
|
|
(2,270
|
)
|
|
(24,007
|
)
|
|
(19,388
|
)
|
|
(3,005
|
)
|
|
(22,393
|
)
|
||||||
Initial direct costs and deferred fees
|
6,119
|
|
|
451
|
|
|
6,570
|
|
|
5,642
|
|
|
602
|
|
|
6,244
|
|
||||||
Total Leases
|
$
|
137,941
|
|
|
$
|
18,425
|
|
|
$
|
156,366
|
|
|
$
|
121,567
|
|
|
$
|
22,969
|
|
|
$
|
144,536
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(dollars in thousands)
|
Originated
|
|
Acquired
|
|
Total Loans and Leases
|
|
Originated
|
|
Acquired
|
|
Total Loans and Leases
|
||||||||||||
Commercial mortgage
|
$
|
3,458
|
|
|
$
|
2,100
|
|
|
$
|
5,558
|
|
|
$
|
435
|
|
|
$
|
2,133
|
|
|
$
|
2,568
|
|
Home equity lines and loans
|
6,878
|
|
|
26
|
|
|
6,904
|
|
|
3,590
|
|
|
26
|
|
|
3,616
|
|
||||||
Residential mortgage
|
2,293
|
|
|
570
|
|
|
2,863
|
|
|
2,813
|
|
|
639
|
|
|
3,452
|
|
||||||
Commercial and industrial
|
2,657
|
|
|
308
|
|
|
2,965
|
|
|
1,786
|
|
|
315
|
|
|
2,101
|
|
||||||
Consumer
|
36
|
|
|
44
|
|
|
80
|
|
|
45
|
|
|
63
|
|
|
108
|
|
||||||
Leases
|
429
|
|
|
484
|
|
|
913
|
|
|
392
|
|
|
583
|
|
|
975
|
|
||||||
Total non-performing loans and leases
|
$
|
15,751
|
|
|
$
|
3,532
|
|
|
$
|
19,283
|
|
|
$
|
9,061
|
|
|
$
|
3,759
|
|
|
$
|
12,820
|
|
(dollars in thousands)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Outstanding principal balance
|
$
|
15,845
|
|
|
$
|
17,904
|
|
Carrying amount
|
$
|
11,553
|
|
|
$
|
12,304
|
|
(dollars in thousands)
|
Accretable
Discount
|
||
Balance, December 31, 2018
|
$
|
2,697
|
|
Accretion
|
(247
|
)
|
|
Reclassifications from nonaccretable difference
|
76
|
|
|
Additions/adjustments
|
—
|
|
|
Disposals
|
(108
|
)
|
|
Balance, March 31, 2019
|
$
|
2,418
|
|
|
Accruing Loans and Leases
|
|
|
|
|
||||||||||||||||||||||||||
As of March 31, 2019
|
30 – 59
Days
Past Due
|
|
60 – 89
Days
Past Due
|
|
Over 89
Days
Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total Accruing
Loans and Leases
|
|
Nonaccrual
Loans and Leases
|
|
Total
Loans and Leases
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Commercial mortgage
|
$
|
1,106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,106
|
|
|
$
|
1,740,031
|
|
|
$
|
1,741,137
|
|
|
$
|
5,558
|
|
|
$
|
1,746,695
|
|
Home equity lines and loans
|
376
|
|
|
144
|
|
|
—
|
|
|
520
|
|
|
197,367
|
|
|
197,887
|
|
|
6,904
|
|
|
204,791
|
|
||||||||
Residential mortgage
|
2,357
|
|
|
320
|
|
|
—
|
|
|
2,677
|
|
|
496,839
|
|
|
499,516
|
|
|
2,863
|
|
|
502,379
|
|
||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159,761
|
|
|
159,761
|
|
|
—
|
|
|
159,761
|
|
||||||||
Commercial and industrial
|
749
|
|
|
15
|
|
|
—
|
|
|
764
|
|
|
701,972
|
|
|
702,736
|
|
|
2,965
|
|
|
705,701
|
|
||||||||
Consumer
|
64
|
|
|
64
|
|
|
—
|
|
|
128
|
|
|
47,613
|
|
|
47,741
|
|
|
80
|
|
|
47,821
|
|
||||||||
Leases
|
971
|
|
|
265
|
|
|
—
|
|
|
1,236
|
|
|
154,217
|
|
|
155,453
|
|
|
913
|
|
|
156,366
|
|
||||||||
Total portfolio loans and leases
|
$
|
5,623
|
|
|
$
|
808
|
|
|
$
|
—
|
|
|
$
|
6,431
|
|
|
$
|
3,497,800
|
|
|
$
|
3,504,231
|
|
|
$
|
19,283
|
|
|
$
|
3,523,514
|
|
|
Accruing Loans and Leases
|
|
|
|
|
||||||||||||||||||||||||||
As of December 31, 2018
|
30 – 59
Days
Past Due
|
|
60 – 89
Days
Past Due
|
|
Over 89
Days
Past Due
|
|
Total Past
Due
|
|
Current
(1)
|
|
Total Accruing
Loans and Leases
|
|
Nonaccrual
Loans and Leases
|
|
Total
Loans and Leases
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Commercial mortgage
|
$
|
821
|
|
|
$
|
251
|
|
|
$
|
—
|
|
|
$
|
1,072
|
|
|
$
|
1,653,796
|
|
|
$
|
1,654,868
|
|
|
$
|
2,568
|
|
|
$
|
1,657,436
|
|
Home equity lines and loans
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
203,643
|
|
|
203,735
|
|
|
3,616
|
|
|
207,351
|
|
||||||||
Residential mortgage
|
2,330
|
|
|
218
|
|
|
—
|
|
|
2,548
|
|
|
488,355
|
|
|
490,903
|
|
|
3,452
|
|
|
494,355
|
|
||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181,078
|
|
|
181,078
|
|
|
—
|
|
|
181,078
|
|
||||||||
Commercial and industrial
|
280
|
|
|
332
|
|
|
—
|
|
|
612
|
|
|
692,871
|
|
|
693,483
|
|
|
2,101
|
|
|
695,584
|
|
||||||||
Consumer
|
35
|
|
|
5
|
|
|
—
|
|
|
40
|
|
|
46,666
|
|
|
46,706
|
|
|
108
|
|
|
46,814
|
|
||||||||
Leases
|
641
|
|
|
460
|
|
|
—
|
|
|
1,101
|
|
|
142,460
|
|
|
143,561
|
|
|
975
|
|
|
144,536
|
|
||||||||
Total portfolio loans and leases
|
$
|
4,199
|
|
|
$
|
1,266
|
|
|
$
|
—
|
|
|
$
|
5,465
|
|
|
$
|
3,408,869
|
|
|
$
|
3,414,334
|
|
|
$
|
12,820
|
|
|
$
|
3,427,154
|
|
|
Accruing Loans and Leases
|
|
|
|
|
||||||||||||||||||||||||||
As of March 31, 2019
|
30 – 59
Days
Past Due
|
|
60 – 89
Days
Past Due
|
|
Over 89
Days
Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total Accruing
Loans and Leases
|
|
Nonaccrual
Loans and Leases
|
|
Total
Loans and Leases
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Commercial mortgage
|
$
|
1,106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,106
|
|
|
$
|
1,432,047
|
|
|
$
|
1,433,153
|
|
|
$
|
3,458
|
|
|
$
|
1,436,611
|
|
Home equity lines and loans
|
231
|
|
|
144
|
|
|
—
|
|
|
375
|
|
|
172,822
|
|
|
173,197
|
|
|
6,878
|
|
|
180,075
|
|
||||||||
Residential mortgage
|
1,735
|
|
|
233
|
|
|
—
|
|
|
1,968
|
|
|
419,377
|
|
|
421,345
|
|
|
2,293
|
|
|
423,638
|
|
||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157,572
|
|
|
157,572
|
|
|
—
|
|
|
157,572
|
|
||||||||
Commercial and industrial
|
520
|
|
|
15
|
|
|
—
|
|
|
535
|
|
|
648,012
|
|
|
648,547
|
|
|
2,657
|
|
|
651,204
|
|
||||||||
Consumer
|
25
|
|
|
64
|
|
|
—
|
|
|
89
|
|
|
45,104
|
|
|
45,193
|
|
|
36
|
|
|
45,229
|
|
||||||||
Leases
|
695
|
|
|
206
|
|
|
—
|
|
|
901
|
|
|
136,611
|
|
|
137,512
|
|
|
429
|
|
|
137,941
|
|
||||||||
Total originated portfolio loans and leases
|
$
|
4,312
|
|
|
$
|
662
|
|
|
$
|
—
|
|
|
$
|
4,974
|
|
|
$
|
3,011,545
|
|
|
$
|
3,016,519
|
|
|
$
|
15,751
|
|
|
$
|
3,032,270
|
|
|
Accruing Loans and Leases
|
|
|
|
|
||||||||||||||||||||||||||
As of December 31, 2018
|
30 – 59
Days
Past Due
|
|
60 – 89
Days
Past Due
|
|
Over 89
Days
Past Due
|
|
Total Past
Due
|
|
Current
(1)
|
|
Total Accruing
Loans and Leases
|
|
Nonaccrual
Loans and Leases
|
|
Total
Loans and Leases
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Commercial mortgage
|
$
|
816
|
|
|
$
|
251
|
|
|
$
|
—
|
|
|
$
|
1,067
|
|
|
$
|
1,326,320
|
|
|
$
|
1,327,387
|
|
|
$
|
435
|
|
|
$
|
1,327,822
|
|
Home equity lines and loans
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
177,891
|
|
|
177,916
|
|
|
3,590
|
|
|
181,506
|
|
||||||||
Residential mortgage
|
1,545
|
|
|
—
|
|
|
—
|
|
|
1,545
|
|
|
406,664
|
|
|
408,209
|
|
|
2,813
|
|
|
411,022
|
|
||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174,592
|
|
|
174,592
|
|
|
—
|
|
|
174,592
|
|
||||||||
Commercial and industrial
|
280
|
|
|
332
|
|
|
—
|
|
|
612
|
|
|
622,245
|
|
|
622,857
|
|
|
1,786
|
|
|
624,643
|
|
||||||||
Consumer
|
35
|
|
|
5
|
|
|
—
|
|
|
40
|
|
|
44,014
|
|
|
44,054
|
|
|
45
|
|
|
44,099
|
|
||||||||
Leases
|
350
|
|
|
233
|
|
|
—
|
|
|
583
|
|
|
120,592
|
|
|
121,175
|
|
|
392
|
|
|
121,567
|
|
||||||||
Total originated portfolio loans and leases
|
$
|
3,051
|
|
|
$
|
821
|
|
|
$
|
—
|
|
|
$
|
3,872
|
|
|
$
|
2,872,318
|
|
|
$
|
2,876,190
|
|
|
$
|
9,061
|
|
|
$
|
2,885,251
|
|
|
Accruing Loans and Leases
|
|
|
|
|
||||||||||||||||||||||||||
As of March 31, 2019
|
30 – 59
Days
Past Due
|
|
60 – 89
Days
Past Due
|
|
Over 89
Days
Past Due
|
|
Total Past
Due
|
|
Current
|
|
Total Accruing
Loans and Leases
|
|
Nonaccrual
Loans and Leases
|
|
Total
Loans and Leases
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Commercial mortgage
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
307,984
|
|
|
$
|
307,984
|
|
|
$
|
2,100
|
|
|
$
|
310,084
|
|
Home equity lines and loans
|
145
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
24,545
|
|
|
24,690
|
|
|
26
|
|
|
24,716
|
|
||||||||
Residential mortgage
|
622
|
|
|
87
|
|
|
—
|
|
|
709
|
|
|
77,462
|
|
|
78,171
|
|
|
570
|
|
|
78,741
|
|
||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,189
|
|
|
2,189
|
|
|
—
|
|
|
2,189
|
|
||||||||
Commercial and industrial
|
229
|
|
|
—
|
|
|
—
|
|
|
229
|
|
|
53,960
|
|
|
54,189
|
|
|
308
|
|
|
54,497
|
|
||||||||
Consumer
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
2,509
|
|
|
2,548
|
|
|
44
|
|
|
2,592
|
|
||||||||
Leases
|
276
|
|
|
59
|
|
|
—
|
|
|
335
|
|
|
17,606
|
|
|
17,941
|
|
|
484
|
|
|
18,425
|
|
||||||||
Total acquired portfolio loans and leases
|
$
|
1,311
|
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
1,457
|
|
|
$
|
486,255
|
|
|
$
|
487,712
|
|
|
$
|
3,532
|
|
|
$
|
491,244
|
|
|
Accruing Loans and Leases
|
|
|
|
|
||||||||||||||||||||||||||
As of December 31, 2018
|
30 – 59
Days
Past Due
|
|
60 – 89
Days
Past Due
|
|
Over 89
Days
Past Due
|
|
Total Past
Due
|
|
Current
(1)
|
|
Total Accruing
Loans and Leases
|
|
Nonaccrual
Loans and Leases
|
|
Total
Loans and Leases
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Commercial mortgage
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
327,476
|
|
|
$
|
327,481
|
|
|
$
|
2,133
|
|
|
$
|
329,614
|
|
Home equity lines and loans
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
25,752
|
|
|
25,819
|
|
|
26
|
|
|
25,845
|
|
||||||||
Residential mortgage
|
785
|
|
|
218
|
|
|
—
|
|
|
1,003
|
|
|
81,691
|
|
|
82,694
|
|
|
639
|
|
|
83,333
|
|
||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,486
|
|
|
6,486
|
|
|
—
|
|
|
6,486
|
|
||||||||
Commercial and industrial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,626
|
|
|
70,626
|
|
|
315
|
|
|
70,941
|
|
||||||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,652
|
|
|
2,652
|
|
|
63
|
|
|
2,715
|
|
||||||||
Leases
|
291
|
|
|
227
|
|
|
—
|
|
|
518
|
|
|
21,868
|
|
|
22,386
|
|
|
583
|
|
|
22,969
|
|
||||||||
Total acquired portfolio loans and leases
|
$
|
1,148
|
|
|
$
|
445
|
|
|
$
|
—
|
|
|
$
|
1,593
|
|
|
$
|
536,551
|
|
|
$
|
538,144
|
|
|
$
|
3,759
|
|
|
$
|
541,903
|
|
(dollars in thousands)
|
Commercial
Mortgage
|
|
Home Equity
Lines and
Loans
|
|
Residential
Mortgage
|
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Unallocated
|
|
Total
|
||||||||||||||||||
Balance,
December 31, 2018 |
$
|
7,567
|
|
|
$
|
1,003
|
|
|
$
|
1,813
|
|
|
$
|
1,485
|
|
|
$
|
5,461
|
|
|
$
|
229
|
|
|
$
|
1,868
|
|
|
$
|
—
|
|
|
$
|
19,426
|
|
Charge-offs
|
(1,388
|
)
|
|
(47
|
)
|
|
(331
|
)
|
|
—
|
|
|
(405
|
)
|
|
(105
|
)
|
|
(568
|
)
|
|
—
|
|
|
(2,844
|
)
|
|||||||||
Recoveries
|
15
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
15
|
|
|
11
|
|
|
254
|
|
|
—
|
|
|
298
|
|
|||||||||
Provision for loan and lease losses
|
2,047
|
|
|
81
|
|
|
408
|
|
|
(300
|
)
|
|
817
|
|
|
193
|
|
|
490
|
|
|
—
|
|
|
3,736
|
|
|||||||||
Balance,
March 31, 2019 |
$
|
8,241
|
|
|
$
|
1,038
|
|
|
$
|
1,891
|
|
|
$
|
1,186
|
|
|
$
|
5,888
|
|
|
$
|
328
|
|
|
$
|
2,044
|
|
|
$
|
—
|
|
|
$
|
20,616
|
|
(dollars in thousands)
|
Commercial
Mortgage
|
|
Home Equity
Lines and
Loans
|
|
Residential
Mortgage
|
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Unallocated
|
|
Total
|
||||||||||||||||||
Balance,
December 31, 2017 |
$
|
7,550
|
|
|
$
|
1,086
|
|
|
$
|
1,926
|
|
|
$
|
937
|
|
|
$
|
5,038
|
|
|
$
|
246
|
|
|
$
|
742
|
|
|
$
|
—
|
|
|
$
|
17,525
|
|
Charge-offs
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(283
|
)
|
|
(49
|
)
|
|
(596
|
)
|
|
—
|
|
|
(953
|
)
|
|||||||||
Recoveries
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
55
|
|
|
—
|
|
|
60
|
|
|||||||||
Provision for loan and lease losses
|
(379
|
)
|
|
(16
|
)
|
|
(28
|
)
|
|
(94
|
)
|
|
606
|
|
|
93
|
|
|
848
|
|
|
—
|
|
|
1,030
|
|
|||||||||
Balance,
March 31, 2018 |
$
|
7,174
|
|
|
$
|
1,045
|
|
|
$
|
1,898
|
|
|
$
|
844
|
|
|
$
|
5,361
|
|
|
$
|
291
|
|
|
$
|
1,049
|
|
|
$
|
—
|
|
|
$
|
17,662
|
|
As of
March 31, 2019 |
Commercial
Mortgage
|
|
Home Equity
Lines and
Loans
|
|
Residential
Mortgage
|
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Unallocated
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Allowance on loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
149
|
|
|
$
|
259
|
|
|
$
|
—
|
|
|
$
|
160
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
605
|
|
Collectively evaluated for impairment
|
8,241
|
|
|
889
|
|
|
1,632
|
|
|
1,186
|
|
|
5,728
|
|
|
291
|
|
|
2,044
|
|
|
—
|
|
|
20,011
|
|
|||||||||
Purchased credit-impaired
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
$
|
8,241
|
|
|
$
|
1,038
|
|
|
$
|
1,891
|
|
|
$
|
1,186
|
|
|
$
|
5,888
|
|
|
$
|
328
|
|
|
$
|
2,044
|
|
|
$
|
—
|
|
|
$
|
20,616
|
|
As of
December 31, 2018 |
Commercial
Mortgage
|
|
Home Equity
Lines and
Loans
|
|
Residential
Mortgage
|
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Unallocated
|
|
Total
|
||||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Allowance on loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
162
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
462
|
|
Collectively evaluated for impairment
|
7,567
|
|
|
841
|
|
|
1,541
|
|
|
1,485
|
|
|
5,461
|
|
|
201
|
|
|
1,868
|
|
|
—
|
|
|
18,964
|
|
|||||||||
Purchased credit-impaired
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
$
|
7,567
|
|
|
$
|
1,003
|
|
|
$
|
1,813
|
|
|
$
|
1,485
|
|
|
$
|
5,461
|
|
|
$
|
229
|
|
|
$
|
1,868
|
|
|
$
|
—
|
|
|
$
|
19,426
|
|
As of
March 31, 2019 |
Commercial
Mortgage
|
|
Home Equity
Lines and
Loans
|
|
Residential
Mortgage
|
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Carrying value of loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
5,558
|
|
|
$
|
8,291
|
|
|
$
|
6,106
|
|
|
$
|
—
|
|
|
$
|
3,358
|
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
23,419
|
|
Collectively evaluated for impairment
|
1,731,170
|
|
|
195,986
|
|
|
496,271
|
|
|
159,761
|
|
|
701,293
|
|
|
47,715
|
|
|
156,366
|
|
|
3,488,562
|
|
||||||||
Purchased credit-impaired
(1)
|
9,967
|
|
|
514
|
|
|
2
|
|
|
—
|
|
|
1,050
|
|
|
—
|
|
|
—
|
|
|
11,533
|
|
||||||||
Total
|
$
|
1,746,695
|
|
|
$
|
204,791
|
|
|
$
|
502,379
|
|
|
$
|
159,761
|
|
|
$
|
705,701
|
|
|
$
|
47,821
|
|
|
$
|
156,366
|
|
|
$
|
3,523,514
|
|
As of
December 31, 2018 |
Commercial
Mortgage |
|
Home Equity
Lines and Loans |
|
Residential
Mortgage |
|
Construction
|
|
Commercial
and Industrial |
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Carrying value of loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
7,008
|
|
|
$
|
4,998
|
|
|
$
|
6,608
|
|
|
$
|
—
|
|
|
$
|
2,629
|
|
|
$
|
134
|
|
|
$
|
—
|
|
|
$
|
21,377
|
|
Collectively evaluated for impairment
|
1,642,117
|
|
|
201,841
|
|
|
487,747
|
|
|
178,673
|
|
|
691,879
|
|
|
46,680
|
|
|
144,536
|
|
|
3,393,473
|
|
||||||||
Purchased credit-impaired
(1)
|
8,311
|
|
|
512
|
|
|
—
|
|
|
2,405
|
|
|
1,076
|
|
|
—
|
|
|
—
|
|
|
12,304
|
|
||||||||
Total
|
$
|
1,657,436
|
|
|
$
|
207,351
|
|
|
$
|
494,355
|
|
|
$
|
181,078
|
|
|
$
|
695,584
|
|
|
$
|
46,814
|
|
|
$
|
144,536
|
|
|
$
|
3,427,154
|
|
As of
March 31, 2019 |
Commercial
Mortgage
|
|
Home Equity
Lines and
Loans
|
|
Residential
Mortgage
|
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Allowance on loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
149
|
|
|
$
|
170
|
|
|
$
|
—
|
|
|
$
|
160
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
516
|
|
Collectively evaluated for impairment
|
8,241
|
|
|
889
|
|
|
1,632
|
|
|
1,186
|
|
|
5,728
|
|
|
291
|
|
|
2,036
|
|
|
20,003
|
|
||||||||
Total
|
$
|
8,241
|
|
|
$
|
1,038
|
|
|
$
|
1,802
|
|
|
$
|
1,186
|
|
|
$
|
5,888
|
|
|
$
|
328
|
|
|
$
|
2,036
|
|
|
$
|
20,519
|
|
As of
December 31, 2018 |
Commercial
Mortgage
|
|
Home Equity
Lines and
Loans
|
|
Residential
Mortgage
|
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Allowance on loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
162
|
|
|
$
|
175
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
365
|
|
Collectively evaluated for impairment
|
7,567
|
|
|
841
|
|
|
1,541
|
|
|
1,485
|
|
|
5,461
|
|
|
201
|
|
|
1,868
|
|
|
18,964
|
|
||||||||
Total
|
$
|
7,567
|
|
|
$
|
1,003
|
|
|
$
|
1,716
|
|
|
$
|
1,485
|
|
|
$
|
5,461
|
|
|
$
|
229
|
|
|
$
|
1,868
|
|
|
$
|
19,329
|
|
As of
March 31, 2019 |
Commercial
Mortgage |
|
Home Equity
Lines and Loans |
|
Residential
Mortgage |
|
Construction
|
|
Commercial
and Industrial |
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Carrying value of loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
3,458
|
|
|
$
|
8,265
|
|
|
$
|
4,719
|
|
|
$
|
—
|
|
|
$
|
3,050
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
19,554
|
|
Collectively evaluated for impairment
|
1,433,153
|
|
|
171,810
|
|
|
418,919
|
|
|
157,572
|
|
|
648,154
|
|
|
45,167
|
|
|
137,941
|
|
|
3,012,716
|
|
||||||||
Total
|
$
|
1,436,611
|
|
|
$
|
180,075
|
|
|
$
|
423,638
|
|
|
$
|
157,572
|
|
|
$
|
651,204
|
|
|
$
|
45,229
|
|
|
$
|
137,941
|
|
|
$
|
3,032,270
|
|
As of
December 31, 2018 |
Commercial
Mortgage |
|
Home Equity
Lines and Loans |
|
Residential
Mortgage |
|
Construction
|
|
Commercial
and Industrial |
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Carrying value of loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
4,874
|
|
|
$
|
4,972
|
|
|
$
|
5,106
|
|
|
$
|
—
|
|
|
$
|
2,314
|
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
17,337
|
|
Collectively evaluated for impairment
|
1,322,948
|
|
|
176,534
|
|
|
405,916
|
|
|
174,592
|
|
|
622,329
|
|
|
44,028
|
|
|
121,567
|
|
|
2,867,914
|
|
||||||||
Total
|
$
|
1,327,822
|
|
|
$
|
181,506
|
|
|
$
|
411,022
|
|
|
$
|
174,592
|
|
|
$
|
624,643
|
|
|
$
|
44,099
|
|
|
$
|
121,567
|
|
|
$
|
2,885,251
|
|
As of
March 31, 2019 |
Commercial
Mortgage |
|
Home Equity
Lines and Loans |
|
Residential
Mortgage |
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Allowance on loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89
|
|
Collectively evaluated for impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||||
Purchased credit-impaired
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
97
|
|
As of
December 31, 2018 |
Commercial
Mortgage |
|
Home Equity
Lines and Loans |
|
Residential
Mortgage |
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Allowance on loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97
|
|
Collectively evaluated for impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Purchased credit-impaired
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97
|
|
As of
March 31, 2019 |
Commercial
Mortgage
|
|
Home Equity
Lines and
Loans
|
|
Residential
Mortgage
|
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Carrying value of loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
2,100
|
|
|
$
|
26
|
|
|
$
|
1,387
|
|
|
$
|
—
|
|
|
$
|
308
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
3,865
|
|
Collectively evaluated for impairment
|
298,017
|
|
|
24,176
|
|
|
77,352
|
|
|
2,189
|
|
|
53,139
|
|
|
2,548
|
|
|
18,425
|
|
|
475,846
|
|
||||||||
Purchased credit-impaired
(1)
|
9,967
|
|
|
514
|
|
|
2
|
|
|
—
|
|
|
1,050
|
|
|
—
|
|
|
—
|
|
|
11,533
|
|
||||||||
Total
|
$
|
310,084
|
|
|
$
|
24,716
|
|
|
$
|
78,741
|
|
|
$
|
2,189
|
|
|
$
|
54,497
|
|
|
$
|
2,592
|
|
|
$
|
18,425
|
|
|
$
|
491,244
|
|
As of
December 31, 2018 |
Commercial
Mortgage
|
|
Home Equity
Lines and
Loans
|
|
Residential
Mortgage
|
|
Construction
|
|
Commercial
and
Industrial
|
|
Consumer
|
|
Leases
|
|
Total
|
||||||||||||||||
(dollars in thousands)
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Carrying value of loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individually evaluated for impairment
|
$
|
2,134
|
|
|
$
|
26
|
|
|
$
|
1,502
|
|
|
$
|
—
|
|
|
$
|
315
|
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
4,040
|
|
Collectively evaluated for impairment
|
319,169
|
|
|
25,307
|
|
|
81,831
|
|
|
4,081
|
|
|
69,550
|
|
|
2,652
|
|
|
22,969
|
|
|
525,559
|
|
||||||||
Purchased credit-impaired
(1)
|
8,311
|
|
|
512
|
|
|
—
|
|
|
2,405
|
|
|
1,076
|
|
|
—
|
|
|
—
|
|
|
12,304
|
|
||||||||
Total
|
$
|
329,614
|
|
|
$
|
25,845
|
|
|
$
|
83,333
|
|
|
$
|
6,486
|
|
|
$
|
70,941
|
|
|
$
|
2,715
|
|
|
$
|
22,969
|
|
|
$
|
541,903
|
|
•
|
Pass – Loans considered satisfactory with no indications of deterioration.
|
•
|
Special mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
|
•
|
Substandard - Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
|
•
|
Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
|
|
|
Credit Risk Profile by Internally Assigned Grade - All Loans and Leases
|
||||||||||||||||||
As of March 31, 2019
|
|
|
||||||||||||||||||
(dollars in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial mortgage
|
|
$
|
1,714,426
|
|
|
$
|
10,571
|
|
|
$
|
21,292
|
|
|
$
|
406
|
|
|
$
|
1,746,695
|
|
Home equity loans and lines
|
|
197,373
|
|
|
—
|
|
|
7,418
|
|
|
—
|
|
|
204,791
|
|
|||||
Residential
|
|
499,339
|
|
|
—
|
|
|
3,040
|
|
|
—
|
|
|
502,379
|
|
|||||
Construction
|
|
152,120
|
|
|
937
|
|
|
6,704
|
|
|
—
|
|
|
159,761
|
|
|||||
Commercial & Industrial
|
|
691,708
|
|
|
2,581
|
|
|
11,412
|
|
|
—
|
|
|
705,701
|
|
|||||
Consumer
|
|
47,195
|
|
|
—
|
|
|
626
|
|
|
—
|
|
|
47,821
|
|
|||||
Leases
|
|
155,453
|
|
|
—
|
|
|
913
|
|
|
—
|
|
|
156,366
|
|
|||||
Total
|
|
$
|
3,457,614
|
|
|
$
|
14,089
|
|
|
$
|
51,405
|
|
|
$
|
406
|
|
|
$
|
3,523,514
|
|
|
|
Credit Risk Profile by Internally Assigned Grade - All Loans and Leases
|
||||||||||||||||||
As of December 31, 2018
|
|
|
||||||||||||||||||
(dollars in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial mortgage
|
|
$
|
1,635,068
|
|
|
$
|
631
|
|
|
$
|
20,639
|
|
|
$
|
1,098
|
|
|
$
|
1,657,436
|
|
Home equity loans and lines
|
|
203,037
|
|
|
—
|
|
|
4,314
|
|
|
—
|
|
|
207,351
|
|
|||||
Residential
|
|
490,789
|
|
|
—
|
|
|
3,566
|
|
|
—
|
|
|
494,355
|
|
|||||
Construction
|
|
171,353
|
|
|
938
|
|
|
8,787
|
|
|
—
|
|
|
181,078
|
|
|||||
Commercial & Industrial
|
|
684,444
|
|
|
2,737
|
|
|
8,402
|
|
|
1
|
|
|
695,584
|
|
|||||
Consumer
|
|
46,588
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
46,814
|
|
|||||
Leases
|
|
143,561
|
|
|
—
|
|
|
975
|
|
|
—
|
|
|
144,536
|
|
|||||
Total
|
|
$
|
3,374,840
|
|
|
$
|
4,306
|
|
|
$
|
46,909
|
|
|
$
|
1,099
|
|
|
$
|
3,427,154
|
|
|
|
Credit Risk Profile by Internally Assigned Grade - Originated Loans and Leases
|
||||||||||||||||||
As of March 31, 2019
|
|
|
||||||||||||||||||
(dollars in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial mortgage
|
|
$
|
1,428,214
|
|
|
$
|
4,325
|
|
|
$
|
4,072
|
|
|
$
|
—
|
|
|
$
|
1,436,611
|
|
Home equity loans and lines
|
|
173,197
|
|
|
—
|
|
|
6,878
|
|
|
—
|
|
|
180,075
|
|
|||||
Residential
|
|
421,168
|
|
|
—
|
|
|
2,470
|
|
|
—
|
|
|
423,638
|
|
|||||
Construction
|
|
149,931
|
|
|
937
|
|
|
6,704
|
|
|
—
|
|
|
157,572
|
|
|||||
Commercial & Industrial
|
|
639,463
|
|
|
2,352
|
|
|
9,389
|
|
|
—
|
|
|
651,204
|
|
|||||
Consumer
|
|
44,647
|
|
|
—
|
|
|
582
|
|
|
—
|
|
|
45,229
|
|
|||||
Leases
|
|
137,513
|
|
|
—
|
|
|
428
|
|
|
—
|
|
|
137,941
|
|
|||||
Total
|
|
$
|
2,994,133
|
|
|
$
|
7,614
|
|
|
$
|
30,523
|
|
|
$
|
—
|
|
|
$
|
3,032,270
|
|
|
|
Credit Risk Profile by Internally Assigned Grade - Originated Loans and Leases
|
||||||||||||||||||
As of December 31, 2018
|
|
|
||||||||||||||||||
(dollars in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial mortgage
|
|
$
|
1,321,973
|
|
|
$
|
631
|
|
|
$
|
5,218
|
|
|
$
|
—
|
|
|
$
|
1,327,822
|
|
Home equity loans and lines
|
|
177,916
|
|
|
—
|
|
|
3,590
|
|
|
—
|
|
|
181,506
|
|
|||||
Residential
|
|
408,095
|
|
|
—
|
|
|
2,927
|
|
|
—
|
|
|
411,022
|
|
|||||
Construction
|
|
167,272
|
|
|
938
|
|
|
6,382
|
|
|
—
|
|
|
174,592
|
|
|||||
Commercial & Industrial
|
|
615,817
|
|
|
2,511
|
|
|
6,314
|
|
|
1
|
|
|
624,643
|
|
|||||
Consumer
|
|
43,936
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
44,099
|
|
|||||
Leases
|
|
121,175
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
121,567
|
|
|||||
Total
|
|
$
|
2,856,184
|
|
|
$
|
4,080
|
|
|
$
|
24,986
|
|
|
$
|
1
|
|
|
$
|
2,885,251
|
|
|
|
Credit Risk Profile by Internally Assigned Grade - Acquired Loans and Leases
|
||||||||||||||||||
As of March 31, 2019
|
|
|
||||||||||||||||||
(dollars in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial mortgage
|
|
$
|
286,212
|
|
|
$
|
6,246
|
|
|
$
|
17,220
|
|
|
$
|
406
|
|
|
$
|
310,084
|
|
Home equity loans and lines
|
|
24,176
|
|
|
—
|
|
|
540
|
|
|
—
|
|
|
24,716
|
|
|||||
Residential
|
|
78,171
|
|
|
—
|
|
|
570
|
|
|
—
|
|
|
78,741
|
|
|||||
Construction
|
|
2,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,189
|
|
|||||
Commercial & Industrial
|
|
52,245
|
|
|
229
|
|
|
2,023
|
|
|
—
|
|
|
54,497
|
|
|||||
Consumer
|
|
2,548
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
2,592
|
|
|||||
Leases
|
|
17,940
|
|
|
—
|
|
|
485
|
|
|
—
|
|
|
18,425
|
|
|||||
Total
|
|
$
|
463,481
|
|
|
$
|
6,475
|
|
|
$
|
20,882
|
|
|
$
|
406
|
|
|
$
|
491,244
|
|
|
|
Credit Risk Profile by Internally Assigned Grade - Acquired Loans and Leases
|
||||||||||||||||||
As of December 31, 2018
|
|
|
||||||||||||||||||
(dollars in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Commercial mortgage
|
|
$
|
313,095
|
|
|
$
|
—
|
|
|
$
|
15,421
|
|
|
$
|
1,098
|
|
|
$
|
329,614
|
|
Home equity loans and lines
|
|
25,121
|
|
|
—
|
|
|
724
|
|
|
—
|
|
|
25,845
|
|
|||||
Residential
|
|
82,694
|
|
|
—
|
|
|
639
|
|
|
—
|
|
|
83,333
|
|
|||||
Construction
|
|
4,081
|
|
|
—
|
|
|
2,405
|
|
|
—
|
|
|
6,486
|
|
|||||
Commercial & Industrial
|
|
68,627
|
|
|
226
|
|
|
2,088
|
|
|
—
|
|
|
70,941
|
|
|||||
Consumer
|
|
2,652
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
2,715
|
|
|||||
Leases
|
|
22,386
|
|
|
—
|
|
|
583
|
|
|
—
|
|
|
22,969
|
|
|||||
Total
|
|
$
|
518,656
|
|
|
$
|
226
|
|
|
$
|
21,923
|
|
|
$
|
1,098
|
|
|
$
|
541,903
|
|
(dollars in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
TDRs included in nonperforming loans and leases
|
$
|
4,057
|
|
|
$
|
1,217
|
|
TDRs in compliance with modified terms
|
5,149
|
|
|
9,745
|
|
||
Total TDRs
|
$
|
9,206
|
|
|
$
|
10,962
|
|
|
Number of Contracts
|
||||||||
|
Loan Term Extension
|
|
Interest Rate Change and Term Extension
|
|
Interest Rate Change and/or Interest-Only Period
|
|
Contractual
Payment Reduction
(Leases only)
|
|
Temporary Payment Deferral
|
Home equity loans and lines
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Residential mortgages
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Leases
|
1
|
|
—
|
|
—
|
|
1
|
|
—
|
Total
|
1
|
|
—
|
|
—
|
|
1
|
|
—
|
As of and for the Three Months Ended
March 31, 2019 |
Recorded
Investment
(2)
|
|
Contractual
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest Income
Recognized
|
|
Cash-Basis
Interest Income
Recognized
|
||||||||||||
(dollars in thousands)
|
|
|
|
|
|
||||||||||||||||||
Impaired loans with related allowance:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity lines and loans
|
$
|
1,178
|
|
|
$
|
1,178
|
|
|
$
|
149
|
|
|
$
|
1,182
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Residential mortgage
|
1,917
|
|
|
1,917
|
|
|
259
|
|
|
1,921
|
|
|
23
|
|
|
—
|
|
||||||
Commercial and industrial
|
334
|
|
|
339
|
|
|
160
|
|
|
335
|
|
|
—
|
|
|
—
|
|
||||||
Consumer
|
59
|
|
|
59
|
|
|
37
|
|
|
59
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
3,488
|
|
|
$
|
3,493
|
|
|
$
|
605
|
|
|
$
|
3,497
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impaired loans without related allowance
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial mortgage
|
$
|
5,558
|
|
|
$
|
7,191
|
|
|
$
|
—
|
|
|
$
|
6,982
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Home equity lines and loans
|
7,113
|
|
|
7,167
|
|
|
—
|
|
|
7,180
|
|
|
2
|
|
|
—
|
|
||||||
Residential mortgage
|
4,191
|
|
|
4,294
|
|
|
—
|
|
|
4,239
|
|
|
21
|
|
|
—
|
|
||||||
Commercial and industrial
|
3,023
|
|
|
3,653
|
|
|
—
|
|
|
3,030
|
|
|
5
|
|
|
—
|
|
||||||
Consumer
|
47
|
|
|
62
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
19,932
|
|
|
$
|
22,367
|
|
|
$
|
—
|
|
|
$
|
21,478
|
|
|
$
|
28
|
|
|
$
|
—
|
|
Grand total
|
$
|
23,420
|
|
|
$
|
25,860
|
|
|
$
|
605
|
|
|
$
|
24,975
|
|
|
$
|
61
|
|
|
$
|
—
|
|
As of and for the Three Months Ended
March 31, 2018 |
Recorded
Investment
(2)
|
|
Contractual
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest Income
Recognized
|
|
Cash-Basis
Interest Income
Recognized
|
||||||||||||
(dollars in thousands)
|
|
|
|
|
|
||||||||||||||||||
Impaired loans with related allowance:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity lines and loans
|
$
|
574
|
|
|
$
|
574
|
|
|
$
|
19
|
|
|
$
|
575
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Residential mortgage
|
1,796
|
|
|
1,796
|
|
|
224
|
|
|
1,801
|
|
|
21
|
|
|
—
|
|
||||||
Commercial and industrial
|
54
|
|
|
110
|
|
|
40
|
|
|
97
|
|
|
—
|
|
|
—
|
|
||||||
Consumer
|
27
|
|
|
27
|
|
|
4
|
|
|
27
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
2,451
|
|
|
$
|
2,507
|
|
|
$
|
287
|
|
|
$
|
2,500
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impaired loans without related allowance
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial mortgage
|
$
|
1,394
|
|
|
$
|
1,483
|
|
|
$
|
—
|
|
|
$
|
1,394
|
|
|
$
|
23
|
|
|
$
|
—
|
|
Home equity lines and loans
|
2,052
|
|
|
2,114
|
|
|
—
|
|
|
2,094
|
|
|
2
|
|
|
—
|
|
||||||
Residential mortgage
|
3,554
|
|
|
3,758
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
—
|
|
||||||
Commercial and industrial
|
2,700
|
|
|
3,498
|
|
|
—
|
|
|
2,872
|
|
|
5
|
|
|
—
|
|
||||||
Total
|
$
|
9,700
|
|
|
$
|
10,853
|
|
|
$
|
—
|
|
|
$
|
6,514
|
|
|
$
|
30
|
|
|
$
|
—
|
|
Grand total
|
$
|
12,151
|
|
|
$
|
13,360
|
|
|
$
|
287
|
|
|
$
|
9,014
|
|
|
$
|
57
|
|
|
$
|
—
|
|
(dollars in thousands)
|
Recorded
Investment
(2)
|
|
Principal
Balance
|
|
Related
Allowance
|
||||||
As of
December 31, 2018 |
|
|
|||||||||
Impaired loans with related allowance:
|
|
|
|
|
|
||||||
Home equity lines and loans
|
$
|
1,280
|
|
|
$
|
1,280
|
|
|
$
|
162
|
|
Residential mortgage
|
1,966
|
|
|
1,966
|
|
|
272
|
|
|||
Consumer
|
50
|
|
|
50
|
|
|
28
|
|
|||
Total
|
$
|
3,296
|
|
|
$
|
3,296
|
|
|
$
|
462
|
|
Impaired loans without related allowance
(1)
:
|
|
|
|
|
|
||||||
Commercial mortgage
|
$
|
7,007
|
|
|
$
|
7,264
|
|
|
$
|
—
|
|
Home equity lines and loans
|
3,718
|
|
|
3,724
|
|
|
—
|
|
|||
Residential mortgage
|
4,641
|
|
|
4,728
|
|
|
—
|
|
|||
Commercial and industrial
|
2,629
|
|
|
3,803
|
|
|
—
|
|
|||
Consumer
|
83
|
|
|
86
|
|
|
|
||||
Total
|
$
|
18,078
|
|
|
$
|
19,605
|
|
|
$
|
—
|
|
Grand total
|
$
|
21,374
|
|
|
$
|
22,901
|
|
|
$
|
462
|
|
|
As of March 31, 2019
|
||||||||||
(dollars in thousands)
|
Outstanding
Principal |
|
Remaining
Loan Mark |
|
Recorded
Investment |
||||||
Commercial mortgage
|
$
|
318,488
|
|
|
$
|
(8,404
|
)
|
|
$
|
310,084
|
|
Home equity lines and loans
|
26,981
|
|
|
(2,265
|
)
|
|
24,716
|
|
|||
Residential mortgage
|
81,372
|
|
|
(2,631
|
)
|
|
78,741
|
|
|||
Construction
|
2,190
|
|
|
(1
|
)
|
|
2,189
|
|
|||
Commercial and industrial
|
56,400
|
|
|
(1,903
|
)
|
|
54,497
|
|
|||
Consumer
|
2,680
|
|
|
(88
|
)
|
|
2,592
|
|
|||
Leases
|
18,974
|
|
|
(549
|
)
|
|
18,425
|
|
|||
Total
|
$
|
507,085
|
|
|
$
|
(15,841
|
)
|
|
$
|
491,244
|
|
|
As of December 31, 2018
|
||||||||||
(dollars in thousands)
|
Outstanding
Principal |
|
Remaining
Loan Mark |
|
Recorded
Investment |
||||||
Commercial mortgage
|
$
|
339,241
|
|
|
$
|
(9,627
|
)
|
|
$
|
329,614
|
|
Home equity lines and loans
|
28,212
|
|
|
(2,367
|
)
|
|
25,845
|
|
|||
Residential mortgage
|
86,111
|
|
|
(2,778
|
)
|
|
83,333
|
|
|||
Construction
|
6,780
|
|
|
(294
|
)
|
|
6,486
|
|
|||
Commercial and industrial
|
72,948
|
|
|
(2,007
|
)
|
|
70,941
|
|
|||
Consumer
|
2,828
|
|
|
(113
|
)
|
|
2,715
|
|
|||
Leases
|
23,695
|
|
|
(726
|
)
|
|
22,969
|
|
|||
Total
|
$
|
559,815
|
|
|
$
|
(17,912
|
)
|
|
$
|
541,903
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Balance, beginning of period
|
$
|
5,047
|
|
|
$
|
5,861
|
|
Additions
|
—
|
|
|
16
|
|
||
Amortization
|
(120
|
)
|
|
(221
|
)
|
||
(Impairment) / Recovery
|
(17
|
)
|
|
50
|
|
||
Balance, end of period
|
$
|
4,910
|
|
|
$
|
5,706
|
|
|
|
|
|
||||
Fair value
|
$
|
5,754
|
|
|
$
|
6,791
|
|
Residential mortgage loans serviced for others
|
$
|
564,884
|
|
|
$
|
634,970
|
|
(dollars in thousands)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Fair value amount of MSRs
|
$
|
5,754
|
|
|
$
|
6,277
|
|
Weighted average life (in years)
|
6.3
|
|
|
6.7
|
|
||
Prepayment speeds (constant prepayment rate)
(1)
|
10.2
|
%
|
|
9.1
|
%
|
||
Impact on fair value:
|
|
|
|
||||
10% adverse change
|
$
|
(161
|
)
|
|
$
|
(124
|
)
|
20% adverse change
|
$
|
(324
|
)
|
|
$
|
(257
|
)
|
Discount rate
|
9.55
|
%
|
|
9.55
|
%
|
||
Impact on fair value:
|
|
|
|
||||
10% adverse change
|
$
|
(207
|
)
|
|
$
|
(234
|
)
|
20% adverse change
|
$
|
(400
|
)
|
|
$
|
(451
|
)
|
(dollars in thousands)
|
Balance
December 31, 2018 |
|
Additions
|
|
Adjustments
|
|
Amortization
|
|
Balance
March 31, 2019 |
|
Amortization
Period |
||||||||||
Goodwill – Wealth
|
$
|
20,412
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,412
|
|
|
Indefinite
|
Goodwill – Banking
|
156,991
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156,991
|
|
|
Indefinite
|
|||||
Goodwill – Insurance
|
6,609
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,609
|
|
|
Indefinite
|
|||||
Total Goodwill
|
$
|
184,012
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
184,012
|
|
|
|
Core deposit intangible
|
$
|
5,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(327
|
)
|
|
$
|
5,579
|
|
|
10 years
|
Customer relationships
|
13,607
|
|
|
18
|
|
|
—
|
|
|
(438
|
)
|
|
13,187
|
|
|
10 to 20 years
|
|||||
Non-compete agreements
|
1,101
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
1,053
|
|
|
5 to 10 years
|
|||||
Trade name
|
2,149
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
2,024
|
|
|
3 to 5 years
|
|||||
Domain name
|
151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
151
|
|
|
Indefinite
|
|||||
Favorable lease assets
|
541
|
|
|
—
|
|
|
(541
|
)
|
|
—
|
|
|
—
|
|
|
|
|||||
Total Intangible Assets
|
$
|
23,455
|
|
|
$
|
18
|
|
|
$
|
(541
|
)
|
|
$
|
(938
|
)
|
|
$
|
21,994
|
|
|
|
Total Goodwill and Intangible Assets
|
$
|
207,467
|
|
|
$
|
18
|
|
|
$
|
(541
|
)
|
|
$
|
(938
|
)
|
|
$
|
206,006
|
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
(dollars in thousands)
|
|
|
|
||||
Interest-bearing demand
|
$
|
664,683
|
|
|
$
|
664,749
|
|
Money market
|
961,348
|
|
|
862,644
|
|
||
Savings
|
265,613
|
|
|
247,081
|
|
||
Retail time deposits
|
531,522
|
|
|
542,702
|
|
||
Wholesale non-maturity deposits
|
47,744
|
|
|
55,031
|
|
||
Wholesale time deposits
|
284,397
|
|
|
325,261
|
|
||
Total interest-bearing deposits
|
$
|
2,755,307
|
|
|
$
|
2,697,468
|
|
Noninterest-bearing deposits
|
882,310
|
|
|
901,619
|
|
||
Total deposits
|
$
|
3,637,617
|
|
|
$
|
3,599,087
|
|
(dollars in thousands)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Repurchase agreements
(1)
– commercial customers
|
$
|
11,304
|
|
|
$
|
22,717
|
|
Short-term FHLB advances
|
104,910
|
|
|
229,650
|
|
||
Overnight federal funds
|
8,000
|
|
|
—
|
|
||
Total short-term borrowings
|
$
|
124,214
|
|
|
$
|
252,367
|
|
|
Three Months Ended
March 31, |
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Balance at period-end
|
$
|
124,214
|
|
|
$
|
173,704
|
|
Maximum amount outstanding at any month end
|
$
|
184,257
|
|
|
$
|
173,704
|
|
Average balance outstanding during the period
|
$
|
179,754
|
|
|
$
|
172,532
|
|
|
|
|
|
||||
Weighted-average interest rate:
|
|
|
|
||||
As of the period-end
|
2.47
|
%
|
|
1.76
|
%
|
||
Paid during the period
|
2.43
|
%
|
|
1.48
|
%
|
(dollars in thousands)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Within one year
|
$
|
33,105
|
|
|
$
|
28,105
|
|
Over one year through five years
|
22,302
|
|
|
27,269
|
|
||
Total
|
$
|
55,407
|
|
|
$
|
55,374
|
|
|
Maturity Range
(1)
|
|
Weighted Average Rate
(1)
|
|
Coupon Rate
(1)
|
|
Balance at
|
|||||||||||||
Description
|
From
|
|
To
|
|
|
From
|
|
To
|
|
March 31,
2019 |
|
December 31,
2018 |
||||||||
Bullet maturity – fixed rate
|
5/20/2019
|
|
8/24/2021
|
|
1.76
|
%
|
|
1.40
|
%
|
|
2.13
|
%
|
|
$
|
55,407
|
|
|
$
|
55,374
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
(dollars in thousands)
|
Balance
|
|
Rate
(1)(2)
|
|
Balance
|
|
Rate
(1)(2)
|
||||||
Subordinated notes – due 2027
|
$
|
68,916
|
|
|
4.25
|
%
|
|
$
|
68,885
|
|
|
4.25
|
%
|
Subordinated notes – due 2025
|
29,655
|
|
|
4.75
|
%
|
|
29,641
|
|
|
4.75
|
%
|
||
Total subordinated notes
|
$
|
98,571
|
|
|
|
|
$
|
98,526
|
|
|
|
|
Three Months Ended
March 31, 2019 |
||
(dollars in thousands)
|
|
||
Operating lease expense
|
$
|
1,330
|
|
Short term lease expense
|
15
|
|
|
Variable lease expense
|
418
|
|
|
Sublease income
|
(9
|
)
|
|
Total lease expense
|
$
|
1,754
|
|
|
Three Months Ended
March 31, 2019 |
||
(dollars in thousands)
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
1,266
|
|
ROU assets obtained in exchange for lease liabilities
|
$
|
44,899
|
|
|
March 31, 2019
|
||
(dollars in thousands)
|
|
||
2019
|
$
|
3,904
|
|
2020
|
4,700
|
|
|
2021
|
4,478
|
|
|
2022
|
4,203
|
|
|
2023
|
4,051
|
|
|
2024 and thereafter
|
41,845
|
|
|
Total lease payments
|
$
|
63,181
|
|
Less: imputed interest
|
14,957
|
|
|
Present value of operating lease liabilities
|
$
|
48,224
|
|
(dollars in thousands)
|
December 31,
2018
|
||
2019
|
$
|
5,211
|
|
2020
|
4,700
|
|
|
2021
|
4,478
|
|
|
2022
|
4,203
|
|
|
2023
|
4,051
|
|
|
2024 and thereafter
|
41,845
|
|
|
Total
|
$
|
64,488
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
(dollars in thousands)
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
||||||||
As of March 31, 2019:
|
|
|
|
|
|
|
|
||||||||
Customer derivatives – interest rate swaps
|
$
|
452,558
|
|
|
$
|
23,405
|
|
|
$
|
452,558
|
|
|
$
|
23,404
|
|
FX forwards
|
3,754
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
RPAs sold
|
—
|
|
|
—
|
|
|
848
|
|
|
2
|
|
||||
RPAs purchased
|
35,141
|
|
|
87
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives
|
$
|
491,453
|
|
|
$
|
23,499
|
|
|
$
|
453,406
|
|
|
$
|
23,406
|
|
As of December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Customer derivatives – interest rate swaps
|
$
|
369,623
|
|
|
$
|
12,550
|
|
|
$
|
369,623
|
|
|
$
|
12,549
|
|
RPAs sold
|
—
|
|
|
—
|
|
|
854
|
|
|
2
|
|
||||
RPAs purchased
|
35,305
|
|
|
71
|
|
|
—
|
|
|
—
|
|
||||
Total derivatives
|
$
|
404,928
|
|
|
$
|
12,621
|
|
|
$
|
370,477
|
|
|
$
|
12,551
|
|
(dollars in thousands)
|
Net Change in
Unrealized Gains
on Available-for-
Sale Investment
Securities
|
|
Net Change in
Unfunded
Pension Liability
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||
Balance, December 31, 2018
|
$
|
(6,229
|
)
|
|
$
|
(1,284
|
)
|
|
$
|
(7,513
|
)
|
Other comprehensive income
|
4,219
|
|
|
16
|
|
|
4,235
|
|
|||
Balance, March 31, 2019
|
$
|
(2,010
|
)
|
|
$
|
(1,268
|
)
|
|
$
|
(3,278
|
)
|
|
|
|
|
|
|
||||||
Balance, December 31, 2017
|
$
|
(2,861
|
)
|
|
$
|
(1,553
|
)
|
|
$
|
(4,414
|
)
|
Other comprehensive (loss) income
|
(5,296
|
)
|
|
46
|
|
|
(5,250
|
)
|
|||
Balance, March 31, 2018
|
$
|
(8,157
|
)
|
|
$
|
(1,507
|
)
|
|
$
|
(9,664
|
)
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
|
||||||
Description of Accumulated Other
Comprehensive Loss Component
|
|
Three Months Ended
March 31, |
|
Affected Income Statement Category
|
||||||
|
|
2019
|
|
2018
|
|
|
||||
Net unrealized gain on investment securities available for sale:
|
|
|
|
|
|
|
||||
Realization of gain on sale of investment securities available for sale
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
Net gain on sale of available for sale investment securities
|
Realization of gain on transfer of investment securities available for sale to trading
|
|
—
|
|
|
(417
|
)
|
|
Other operating income
|
||
Total
|
|
$
|
—
|
|
|
$
|
(424
|
)
|
|
|
Income tax effect
|
|
—
|
|
|
89
|
|
|
Income tax expense
|
||
Net of income tax
|
|
$
|
—
|
|
|
$
|
(335
|
)
|
|
Net income
|
|
|
|
|
|
|
|
||||
Unfunded pension liability:
|
|
|
|
|
|
|
||||
Amortization of net loss included in net periodic pension costs
(1)
|
|
$
|
11
|
|
|
$
|
25
|
|
|
Other operating expenses
|
Income tax effect
|
|
(2
|
)
|
|
(5
|
)
|
|
Income tax expense
|
||
Net of income tax
|
|
$
|
9
|
|
|
$
|
20
|
|
|
Net income
|
|
Three Months Ended
March 31, |
||||||
(dollars in thousands except share and per share data)
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
||||
Net income available to common shareholders
|
$
|
10,677
|
|
|
$
|
15,286
|
|
Denominator for basic earnings per share –
weighted average shares outstanding
|
20,168,498
|
|
|
20,202,969
|
|
||
Effect of dilutive common shares
|
103,163
|
|
|
247,525
|
|
||
Denominator for diluted earnings per share –
adjusted weighted average shares outstanding
|
20,271,661
|
|
|
20,450,494
|
|
||
Basic earnings per share
|
$
|
0.53
|
|
|
$
|
0.76
|
|
Diluted earnings per share
|
$
|
0.53
|
|
|
$
|
0.75
|
|
Antidilutive shares excluded from computation of average dilutive earnings per share
|
63,765
|
|
|
870
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||
(dollars in thousands)
|
Banking
|
|
Wealth
Management |
|
Consolidated
|
|
Banking
|
|
Wealth
Management |
|
Consolidated
|
||||||||||||
Fees for wealth management services
|
$
|
—
|
|
|
$
|
10,392
|
|
|
$
|
10,392
|
|
|
$
|
—
|
|
|
$
|
10,308
|
|
|
$
|
10,308
|
|
Insurance commissions
|
—
|
|
|
1,672
|
|
|
1,672
|
|
|
—
|
|
|
1,693
|
|
|
1,693
|
|
||||||
Capital markets revenue
(1)
|
2,219
|
|
|
—
|
|
|
2,219
|
|
|
666
|
|
|
—
|
|
|
666
|
|
||||||
Service charges on deposit accounts
|
808
|
|
|
—
|
|
|
808
|
|
|
713
|
|
|
—
|
|
|
713
|
|
||||||
Loan servicing and other fees
(1)
|
609
|
|
|
—
|
|
|
609
|
|
|
686
|
|
|
—
|
|
|
686
|
|
||||||
Net gain on sale of loans
(1)
|
319
|
|
|
—
|
|
|
319
|
|
|
518
|
|
|
—
|
|
|
518
|
|
||||||
Net gain on sale of investment securities available for sale
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Net (loss) / gain on sale of other real estate owned
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|
176
|
|
|
—
|
|
|
176
|
|
||||||
Dividends on FHLB and FRB stock
(1)
|
411
|
|
|
—
|
|
|
411
|
|
|
431
|
|
|
—
|
|
|
431
|
|
||||||
Other operating income
(2)
|
2,826
|
|
|
21
|
|
|
2,847
|
|
|
4,294
|
|
|
44
|
|
|
4,338
|
|
||||||
Total noninterest income
|
$
|
7,168
|
|
|
$
|
12,085
|
|
|
$
|
19,253
|
|
|
$
|
7,491
|
|
|
$
|
12,045
|
|
|
$
|
19,536
|
|
|
Shares
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Grant Date Fair Value |
|||||
Options outstanding, December 31, 2018
|
50,601
|
|
|
$
|
18.28
|
|
|
$
|
4.68
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
||
Expired
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(29,600
|
)
|
|
$
|
18.25
|
|
|
$
|
4.48
|
|
Options outstanding, March 31, 2019
|
21,001
|
|
|
$
|
18.32
|
|
|
$
|
4.95
|
|
|
Three Months Ended
March 31, |
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Proceeds from exercise of stock options
|
$
|
540
|
|
|
$
|
992
|
|
Related tax benefit recognized
|
137
|
|
|
210
|
|
||
Net proceeds of options exercised
|
$
|
677
|
|
|
$
|
1,202
|
|
|
|
|
|
||||
Intrinsic value of options exercised
|
$
|
652
|
|
|
$
|
999
|
|
(dollars in thousands, except share data and exercise price)
|
Outstanding
|
|
Exercisable
|
||||
Number of shares
|
21,001
|
|
|
21,001
|
|
||
Weighted average exercise price
|
$
|
18.32
|
|
|
$
|
18.32
|
|
Aggregate intrinsic value
|
$
|
374
|
|
|
$
|
374
|
|
Weighted average remaining contractual term in years
|
0.5
|
|
|
0.5
|
|
|
Three Months Ended
March 31, 2019 |
|||||
|
Number of Shares
|
|
Weighted
Average Grant Date Fair Value |
|||
Beginning balance
|
76,746
|
|
|
$
|
39.71
|
|
Granted
|
36,690
|
|
|
$
|
34.75
|
|
Vested
|
(2,300
|
)
|
|
$
|
31.68
|
|
Forfeited
|
(3,501
|
)
|
|
$
|
41.13
|
|
Ending balance
|
107,635
|
|
|
$
|
38.14
|
|
|
Three Months Ended
March 31, 2019 |
|||||
|
Number of Shares
|
|
Weighted
Average Grant Date Fair Value |
|||
Beginning balance
|
121,656
|
|
|
$
|
36.82
|
|
Granted
|
46,395
|
|
|
$
|
33.00
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(8,254
|
)
|
|
$
|
39.28
|
|
Ending balance
|
159,797
|
|
|
$
|
35.58
|
|
As of March 31, 2019
|
|
|
|
|
|
|
|
||||||||
(dollars in thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Obligations of U.S. government & agencies
|
186,746
|
|
|
—
|
|
|
186,746
|
|
|
—
|
|
||||
Obligations of state & political subdivisions
|
8,638
|
|
|
—
|
|
|
8,638
|
|
|
—
|
|
||||
Mortgage-backed securities
|
322,913
|
|
|
—
|
|
|
322,913
|
|
|
—
|
|
||||
Collateralized mortgage obligations
|
40,486
|
|
|
—
|
|
|
40,486
|
|
|
—
|
|
||||
Other investment securities
|
1,100
|
|
|
—
|
|
|
1,100
|
|
|
—
|
|
||||
Total investment securities available for sale
|
$
|
559,983
|
|
|
$
|
100
|
|
|
$
|
559,883
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Investment securities trading:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
8,189
|
|
|
$
|
8,189
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
23,405
|
|
|
$
|
—
|
|
|
$
|
23,405
|
|
|
$
|
—
|
|
RPAs purchased
|
87
|
|
|
—
|
|
|
87
|
|
|
—
|
|
||||
FX forwards
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Total derivatives
|
$
|
23,499
|
|
|
$
|
—
|
|
|
$
|
23,499
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Total recurring fair value measurements
|
$
|
591,671
|
|
|
$
|
8,289
|
|
|
$
|
583,382
|
|
|
$
|
—
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
||||||||
(dollars in thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
200,013
|
|
|
$
|
200,013
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Obligations of U.S. government & agencies
|
195,855
|
|
|
—
|
|
|
195,855
|
|
|
—
|
|
||||
Obligations of state & political subdivisions
|
11,332
|
|
|
—
|
|
|
11,332
|
|
|
—
|
|
||||
Mortgage-backed securities
|
289,890
|
|
|
—
|
|
|
289,890
|
|
|
—
|
|
||||
Collateralized mortgage obligations
|
39,252
|
|
|
—
|
|
|
39,252
|
|
|
—
|
|
||||
Other investment securities
|
1,100
|
|
|
—
|
|
|
1,100
|
|
|
—
|
|
||||
Total investment securities available for sale
|
$
|
737,442
|
|
|
$
|
200,013
|
|
|
$
|
537,429
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Investment securities trading:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
7,502
|
|
|
$
|
7,502
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
12,550
|
|
|
$
|
—
|
|
|
$
|
12,550
|
|
|
$
|
—
|
|
RPAs purchased
|
71
|
|
|
—
|
|
|
71
|
|
|
—
|
|
||||
Total derivatives
|
$
|
12,621
|
|
|
$
|
—
|
|
|
$
|
12,621
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Total recurring fair value measurements
|
$
|
757,565
|
|
|
$
|
207,515
|
|
|
$
|
550,050
|
|
|
$
|
—
|
|
As of March 31, 2019
|
|
|
|
|
|
|
|
||||||||
(dollars in thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
MSRs
|
$
|
5,754
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,754
|
|
Impaired loans and leases
|
23,815
|
|
|
—
|
|
|
—
|
|
|
23,815
|
|
||||
OREO
|
84
|
|
|
—
|
|
|
—
|
|
|
84
|
|
||||
Total non-recurring fair value measurements
|
$
|
29,653
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,653
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
||||||||
(dollars in thousands)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
MSRs
|
$
|
6,277
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,277
|
|
Impaired loans and leases
|
22,112
|
|
|
—
|
|
|
—
|
|
|
22,112
|
|
||||
OREO
|
417
|
|
|
—
|
|
|
—
|
|
|
417
|
|
||||
Total non-recurring fair value measurements
|
$
|
28,806
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,806
|
|
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||
(dollars in thousands)
|
Fair Value
Hierarchy Level (1) |
|
Carrying
Amount |
|
Fair Value
|
|
Carrying
Amount |
|
Fair Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
Level 1
|
|
$
|
43,105
|
|
|
$
|
43,105
|
|
|
$
|
48,456
|
|
|
$
|
48,456
|
|
Investment securities - available for sale
|
See Note 19
|
|
559,983
|
|
|
559,983
|
|
|
737,442
|
|
|
737,442
|
|
||||
Investment securities - trading
|
See Note 19
|
|
8,189
|
|
|
8,189
|
|
|
7,502
|
|
|
7,502
|
|
||||
Investment securities – held to maturity
|
Level 2
|
|
10,457
|
|
|
10,324
|
|
|
8,684
|
|
|
8,438
|
|
||||
Loans held for sale
|
Level 2
|
|
2,884
|
|
|
2,884
|
|
|
1,749
|
|
|
1,749
|
|
||||
Net portfolio loans and leases
|
Level 3
|
|
3,502,898
|
|
|
3,473,442
|
|
|
3,407,728
|
|
|
3,414,921
|
|
||||
MSRs
|
Level 3
|
|
4,910
|
|
|
5,754
|
|
|
5,047
|
|
|
6,277
|
|
||||
Interest rate swaps
|
Level 2
|
|
23,405
|
|
|
23,405
|
|
|
12,550
|
|
|
12,550
|
|
||||
FX forwards
|
Level 2
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
RPAs purchased
|
Level 2
|
|
87
|
|
|
87
|
|
|
71
|
|
|
71
|
|
||||
Other assets
|
Level 3
|
|
40,175
|
|
|
40,175
|
|
|
43,641
|
|
|
43,641
|
|
||||
Total financial assets
|
|
|
$
|
4,196,100
|
|
|
$
|
4,167,355
|
|
|
$
|
4,272,870
|
|
|
$
|
4,281,047
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Deposits
|
Level 2
|
|
$
|
3,637,617
|
|
|
$
|
3,634,820
|
|
|
$
|
3,599,087
|
|
|
$
|
3,594,123
|
|
Short-term borrowings
|
Level 2
|
|
124,214
|
|
|
124,214
|
|
|
252,367
|
|
|
252,367
|
|
||||
Long-term FHLB advances
|
Level 2
|
|
55,407
|
|
|
55,120
|
|
|
55,374
|
|
|
54,803
|
|
||||
Subordinated notes
|
Level 2
|
|
98,571
|
|
|
99,472
|
|
|
98,526
|
|
|
100,120
|
|
||||
Junior subordinated debentures
|
Level 2
|
|
21,622
|
|
|
26,427
|
|
|
21,580
|
|
|
31,176
|
|
||||
Interest rate swaps
|
Level 2
|
|
23,404
|
|
|
23,404
|
|
|
12,549
|
|
|
12,549
|
|
||||
RPAs sold
|
Level 2
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Other liabilities
|
Level 3
|
|
47,824
|
|
|
47,824
|
|
|
60,847
|
|
|
60,847
|
|
||||
Total financial liabilities
|
|
|
$
|
4,008,661
|
|
|
$
|
4,011,283
|
|
|
$
|
4,100,332
|
|
|
$
|
4,105,987
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||
(dollars in thousands)
|
Banking
|
|
Wealth
Management
|
|
Consolidated
|
|
Banking
|
|
Wealth
Management
|
|
Consolidated
|
||||||||||||
Net interest income
|
$
|
37,645
|
|
|
$
|
2
|
|
|
$
|
37,647
|
|
|
$
|
37,438
|
|
|
$
|
1
|
|
|
$
|
37,439
|
|
Provision for loan and lease losses
|
3,736
|
|
|
—
|
|
|
3,736
|
|
|
1,030
|
|
|
—
|
|
|
1,030
|
|
||||||
Net interest income after loan loss provision
|
33,909
|
|
|
2
|
|
|
33,911
|
|
|
36,408
|
|
|
1
|
|
|
36,409
|
|
||||||
Noninterest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fees for wealth management services
|
—
|
|
|
10,392
|
|
|
10,392
|
|
|
—
|
|
|
10,308
|
|
|
10,308
|
|
||||||
Insurance commissions
|
—
|
|
|
1,672
|
|
|
1,672
|
|
|
—
|
|
|
1,693
|
|
|
1,693
|
|
||||||
Capital markets revenue
|
2,219
|
|
|
—
|
|
|
2,219
|
|
|
666
|
|
|
—
|
|
|
666
|
|
||||||
Service charges on deposit accounts
|
808
|
|
|
—
|
|
|
808
|
|
|
713
|
|
|
—
|
|
|
713
|
|
||||||
Loan servicing and other fees
|
609
|
|
|
—
|
|
|
609
|
|
|
686
|
|
|
—
|
|
|
686
|
|
||||||
Net gain on sale of loans
|
319
|
|
|
—
|
|
|
319
|
|
|
518
|
|
|
—
|
|
|
518
|
|
||||||
Net gain on sale of investment securities available for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Net gain on sale of OREO
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|
176
|
|
|
—
|
|
|
176
|
|
||||||
Other operating income
|
3,237
|
|
|
21
|
|
|
3,258
|
|
|
4,725
|
|
|
44
|
|
|
4,769
|
|
||||||
Total noninterest income
|
7,168
|
|
|
12,085
|
|
|
19,253
|
|
|
7,491
|
|
|
12,045
|
|
|
19,536
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noninterest expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Salaries & wages
|
15,775
|
|
|
5,126
|
|
|
20,901
|
|
|
11,156
|
|
|
4,826
|
|
|
15,982
|
|
||||||
Employee benefits
|
3,172
|
|
|
994
|
|
|
4,166
|
|
|
2,676
|
|
|
1,032
|
|
|
3,708
|
|
||||||
Occupancy and bank premises
|
2,732
|
|
|
520
|
|
|
3,252
|
|
|
2,576
|
|
|
474
|
|
|
3,050
|
|
||||||
Amortization of intangible assets
|
327
|
|
|
611
|
|
|
938
|
|
|
398
|
|
|
481
|
|
|
879
|
|
||||||
Professional fees
|
1,163
|
|
|
157
|
|
|
1,320
|
|
|
729
|
|
|
19
|
|
|
748
|
|
||||||
Other operating expenses
|
7,269
|
|
|
1,878
|
|
|
9,147
|
|
|
10,431
|
|
|
1,232
|
|
|
11,663
|
|
||||||
Total noninterest expenses
|
30,438
|
|
|
9,286
|
|
|
39,724
|
|
|
27,966
|
|
|
8,064
|
|
|
36,030
|
|
||||||
Segment profit
|
10,639
|
|
|
2,801
|
|
|
13,440
|
|
|
15,933
|
|
|
3,982
|
|
|
19,915
|
|
||||||
Intersegment (revenues) expenses
(1)
|
(123
|
)
|
|
123
|
|
|
—
|
|
|
(149
|
)
|
|
149
|
|
|
—
|
|
||||||
Pre-tax segment profit after eliminations
|
$
|
10,516
|
|
|
$
|
2,924
|
|
|
$
|
13,440
|
|
|
$
|
15,784
|
|
|
$
|
4,131
|
|
|
$
|
19,915
|
|
% of segment pre-tax profit after eliminations
|
78.2
|
%
|
|
21.8
|
%
|
|
100.0
|
%
|
|
79.3
|
%
|
|
20.7
|
%
|
|
100.0
|
%
|
||||||
Segment assets
(dollars in millions)
|
$
|
4,577.7
|
|
|
$
|
54.3
|
|
|
$
|
4,632.0
|
|
|
$
|
4,248.4
|
|
|
$
|
52.0
|
|
|
$
|
4,300.4
|
|
(dollars in millions)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Assets under management, administration, supervision and brokerage
|
$
|
14,736.5
|
|
|
$
|
13,429.5
|
|
•
|
local, regional, national and international economic conditions, their impact on us and our customers, and our ability to assess those impacts;
|
•
|
our need for capital;
|
•
|
reduced demand for our products and services, and lower revenues and earnings due to an economic recession;
|
•
|
lower earnings due to other-than-temporary impairment charges related to our investment securities portfolios or other assets;
|
•
|
changes in monetary or fiscal policy, or existing statutes, regulatory guidance, legislation or judicial decisions, including those concerning banking, securities. insurance or taxes, that adversely affect our business, the financial services industry as a whole, the Corporation, or our subsidiaries individually or collectively;
|
•
|
changes in the level of non-performing assets and charge-offs;
|
•
|
effectiveness of capital management strategies and activities;
|
•
|
changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;
|
•
|
other changes in accounting requirements or interpretations;
|
•
|
the accuracy of assumptions underlying the establishment of provisions for loan and lease losses, estimates in the value of collateral, and various financial assets and liabilities;
|
•
|
inflation, securities market and monetary fluctuations, including changes in the market values of financial assets and the stability of particular securities markets;
|
•
|
changes in interest rates, spreads on interest-earning assets and interest-bearing liabilities, and interest rate sensitivity;
|
•
|
prepayment speeds, loan originations and credit losses;
|
•
|
changes in the value of our mortgage servicing rights;
|
•
|
sources of liquidity and financial resources in the amounts, at the times, and on the terms required to support our future business;
|
•
|
results of examinations by the Federal Reserve Board of the Corporation or its subsidiaries, including the possibility that such regulator may, among other things, require us to increase our allowance for loan losses or to write down assets, or restrict our ability to: engage in new products or services; engage in future mergers or acquisitions; open new branches; pay future dividends; or otherwise take action, or refrain from taking action, in order to correct
|
•
|
variances in common stock outstanding and/or volatility in common stock price;
|
•
|
fair value of and number of stock-based compensation awards to be issued in future periods;
|
•
|
risks related to our mergers and acquisitions, including, but not limited to: reputational risks; client and customer retention risks; diversion of management’s time for integration-related issues; integration may take longer than anticipated or cost more than expected; anticipated benefits of the merger or acquisition, including any anticipated cost savings or strategic gains, may take longer or be significantly harder to achieve, or may not be realized;
|
•
|
deposit attrition, operating costs, customer loss and business disruption following a merger or acquisition, including, without limitation, difficulties in maintaining relationships with employees, customers, and/or suppliers may be greater than expected;
|
•
|
the credit risks of lending activities and overall quality of the composition of acquired loan, lease and securities portfolio;
|
•
|
our success in continuing to generate new business in our existing markets, as well as identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time;
|
•
|
our ability to continue to generate investment results for customers or introduce competitive new products and services on a timely, cost-effective basis, including investment and banking products that meet customers’ needs;
|
•
|
changes in consumer and business spending, borrowing and savings habits and demand for financial services in the relevant market areas;
|
•
|
extent to which products or services previously offered (including but not limited to mortgages and asset back securities) require us to incur liabilities or absorb losses not contemplated at their initiation or origination;
|
•
|
rapid technological developments and changes;
|
•
|
technological systems failures, interruptions and security breaches, internally or through a third-party provider, could negatively impact our operations, customers and/or reputation;
|
•
|
competitive pressure and practices of other commercial banks, thrifts, mortgage companies, finance companies, credit unions, securities brokerage firms, insurance companies, money-market and mutual funds and other institutions operating in our market areas and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;
|
•
|
protection and validity of intellectual property rights;
|
•
|
reliance on large customers;
|
•
|
technological, implementation and cost/financial risks in contracts;
|
•
|
the outcome of pending and future litigation and governmental proceedings;
|
•
|
any extraordinary events (such as natural disasters, acts of terrorism, wars or political conflicts);
|
•
|
ability to retain key employees and members of senior management;
|
•
|
changes in relationships with employees, customers, and/or suppliers;
|
•
|
the ability of key third-party providers to perform their obligations to us and our subsidiaries;
|
•
|
our need for capital, or our ability to control operating costs and expenses or manage loan and lease delinquency rates;
|
•
|
other material adverse changes in operations or earnings; and
|
•
|
our success in managing the risks involved in the foregoing.
|
•
|
Net income attributable to the Corporation for the three months ended
March 31, 2019
was
$10.7 million
,
a decrease
of $4.6 million as compared to
$15.3 million
for the same period in
2018
. Diluted earnings per share was
$0.53
for the three months ended
March 31, 2019
as compared to
$0.75
for the same period in
2018
.
|
•
|
Return on average equity (“ROE”) and return on average assets (“ROA”) for the three months ended
March 31, 2019
were 7.57% and 0.95%, respectively, as compared to ROE and ROA of 11.78% and 1.46% respectively, for the same period in
2018
.
|
•
|
Tax-equivalent net interest income increased $256 thousand, or 0.7%, to $37.8 million for the three months ended
March 31, 2019
, as compared to $37.5 million for the same period in
2018
.
|
•
|
Provision for loan and lease losses (the “Provision”) of
$3.7 million
for the three months ended
March 31, 2019
was
an increase
of
$2.7 million
from the
$1.0 million
Provision recorded for the same period in
2018
.
|
•
|
Noninterest income of
$19.3 million
for the three months ended
March 31, 2019
decreased
$283 thousand
as compared to
$19.5 million
for the same period in
2018
.
|
•
|
Fees for wealth management services and capital markets revenue of
$10.4 million
and
$2.2 million
, respectively, for the three months ended
March 31, 2019
increased
$84 thousand
and
$1.6 million
, respectively, as compared to the same period in
2018
. Insurance commissions of
$1.7 million
for the three months ended
March 31, 2019
decreased
$21 thousand
as compared to the same period in
2018
.
|
•
|
Noninterest expense of
$39.7 million
for the three months ended
March 31, 2019
increased
$3.7 million
, from
$36.0 million
for the same period in
2018
.
|
•
|
Total assets of
$4.63 billion
as of
March 31, 2019
decreased
$20.5 million
from
$4.65 billion
as of
December 31, 2018
.
|
•
|
Total shareholders’ equity of
$575.1 million
as of
March 31, 2019
increased
$10.4 million
from
$564.7 million
as of
December 31, 2018
.
|
•
|
Total portfolio loans and leases as of
March 31, 2019
were
$3.52 billion
,
an increase
of
$96.4 million
from
$3.43 billion
as of
December 31, 2018
.
|
•
|
Total non-performing loans and leases of
$19.3 million
represented
0.55%
of portfolio loans and leases as of
March 31, 2019
as compared to
$12.8 million
, or
0.37%
of portfolio loans and leases as of
December 31, 2018
.
|
•
|
The
$20.6 million
Allowance, as of
March 31, 2019
, represented
0.59%
of portfolio loans and leases, as compared to
$19.4 million
or
0.57%
of portfolio loans and leases as of
December 31, 2018
.
|
•
|
Total deposits of
$3.64 billion
as of
March 31, 2019
increased
$38.5 million
from
$3.60 billion
as of
December 31, 2018
.
|
•
|
Wealth assets under management, administration, supervision and brokerage as of
March 31, 2019
were
$14.74 billion
,
an increase
of
$1.31 billion
from
$13.43 billion
December 31, 2018
.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Return on average equity
|
7.57
|
%
|
|
11.78
|
%
|
||
Return on average assets
|
0.95
|
%
|
|
1.46
|
%
|
||
Tax-equivalent net interest margin
|
3.75
|
%
|
|
3.94
|
%
|
||
Basic earnings per share
|
$
|
0.53
|
|
|
$
|
0.76
|
|
Diluted earnings per share
|
$
|
0.53
|
|
|
$
|
0.75
|
|
Dividends paid or accrued per share
|
$
|
0.25
|
|
|
$
|
0.22
|
|
Dividends paid or accrued per share to net income per basic common share
|
47.2
|
%
|
|
28.9
|
%
|
(dollars in millions, except per share amounts)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Book value per share
|
$
|
28.52
|
|
|
$
|
28.01
|
|
Allowance as a percentage of portfolio loans and leases
|
0.59
|
%
|
|
0.57
|
%
|
||
Tier I capital to risk weighted assets
|
10.72
|
%
|
|
10.92
|
%
|
||
Loan to deposit ratio
|
96.9
|
%
|
|
95.2
|
%
|
||
Wealth assets under management, administration, supervision and brokerage
|
$
|
14,736.5
|
|
|
$
|
13,429.5
|
|
Portfolio loans and leases
|
$
|
3,523.5
|
|
|
$
|
3,427.2
|
|
Total assets
|
$
|
4,632.0
|
|
|
$
|
4,652.5
|
|
Total shareholders’ equity
|
$
|
575.1
|
|
|
$
|
564.7
|
|
•
|
Net Interest Income
, or the difference between the interest income earned on loans, leases and investments and the interest expense paid on deposits and borrowed funds;
|
•
|
Provision for Loan and Lease Losses
, or the amount added to the Allowance to provide for estimated inherent losses on portfolio loans and leases;
|
•
|
Noninterest Income,
which is made up primarily of wealth management revenue, capital markets revenue, gains and losses from the sale of residential mortgage loans, gains and losses from the sale of available for sale investment securities and other fees from loan and deposit services;
|
•
|
Noninterest Expense
, which consists primarily of salaries and employee benefits, occupancy, intangible asset amortization, professional fees, due diligence, merger-related and merger integration expenses, and other operating expenses; and
|
•
|
Income Tax Expense,
which includes state and federal jurisdictions.
|
|
For the Three Months Ended March 31,
|
|||||||||||||||||||||
|
2019
|
|
|
2018
|
||||||||||||||||||
(dollars in thousands)
|
Average
Balance |
|
Interest
Income/ Expense |
|
Average
Rates Earned/ Paid |
|
|
Average
Balance |
|
Interest
Income/ Expense |
|
Average
Rates Earned/ Paid |
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits with banks
|
$
|
32,742
|
|
|
$
|
132
|
|
|
1.64
|
%
|
|
|
$
|
38,044
|
|
|
$
|
53
|
|
|
0.56
|
%
|
Investment securities - available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Taxable
|
543,687
|
|
|
3,419
|
|
|
2.55
|
%
|
|
|
498,718
|
|
|
2,675
|
|
|
2.18
|
%
|
||||
Tax-exempt
(4)
|
9,795
|
|
|
55
|
|
|
2.28
|
%
|
|
|
20,501
|
|
|
100
|
|
|
1.98
|
%
|
||||
Total investment securities – available for sale
|
553,482
|
|
|
3,474
|
|
|
2.63
|
%
|
|
|
519,219
|
|
|
2,775
|
|
|
2.17
|
%
|
||||
Investment securities – held to maturity
|
8,804
|
|
|
11
|
|
|
0.51
|
%
|
|
|
7,913
|
|
|
12
|
|
|
0.62
|
%
|
||||
Investment securities – trading
|
7,629
|
|
|
22
|
|
|
1.17
|
%
|
|
|
8,339
|
|
|
21
|
|
|
1.02
|
%
|
||||
Loans and leases
(1)(2)(3)(4)
|
3,477,739
|
|
|
44,958
|
|
|
5.24
|
%
|
|
|
3,291,212
|
|
|
40,754
|
|
|
5.02
|
%
|
||||
Total interest-earning assets
|
4,080,396
|
|
|
48,597
|
|
|
4.83
|
%
|
|
|
3,864,727
|
|
|
43,615
|
|
|
4.58
|
%
|
||||
Cash and due from banks
|
14,414
|
|
|
|
|
|
|
|
10,698
|
|
|
|
|
|
||||||||
Allowance for loan and lease losses
|
(19,887
|
)
|
|
|
|
|
|
|
(17,628
|
)
|
|
|
|
|
||||||||
Other assets
|
470,206
|
|
|
|
|
|
|
|
388,383
|
|
|
|
|
|
||||||||
Total assets
|
$
|
4,545,129
|
|
|
|
|
|
|
|
$
|
4,246,180
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings, NOW, and market rate accounts
|
$
|
1,798,103
|
|
|
$
|
3,764
|
|
|
0.85
|
%
|
|
|
$
|
1,676,733
|
|
|
$
|
1,479
|
|
|
0.36
|
%
|
Wholesale deposits
|
342,696
|
|
|
2,012
|
|
|
2.38
|
%
|
|
|
231,289
|
|
|
733
|
|
|
1.29
|
%
|
||||
Retail time deposits
|
533,395
|
|
|
2,321
|
|
|
1.76
|
%
|
|
|
527,469
|
|
|
1,260
|
|
|
0.97
|
%
|
||||
Total interest-bearing deposits
|
2,674,194
|
|
|
8,097
|
|
|
1.23
|
%
|
|
|
2,435,491
|
|
|
3,472
|
|
|
0.58
|
%
|
||||
Short-term borrowings
|
157,652
|
|
|
943
|
|
|
2.43
|
%
|
|
|
172,534
|
|
|
630
|
|
|
1.48
|
%
|
||||
Long-term FHLB advances
|
55,385
|
|
|
278
|
|
|
2.04
|
%
|
|
|
123,920
|
|
|
562
|
|
|
1.84
|
%
|
||||
Subordinated notes
|
98,542
|
|
|
1,145
|
|
|
4.71
|
%
|
|
|
98,430
|
|
|
1,143
|
|
|
4.71
|
%
|
||||
Junior subordinated debt
|
21,595
|
|
|
358
|
|
|
6.72
|
%
|
|
|
21,430
|
|
|
288
|
|
|
5.45
|
%
|
||||
Total interest-bearing liabilities
|
3,007,368
|
|
|
10,821
|
|
|
1.46
|
%
|
|
|
2,851,805
|
|
|
6,095
|
|
|
0.87
|
%
|
||||
Noninterest-bearing deposits
|
871,726
|
|
|
|
|
|
|
|
835,476
|
|
|
|
|
|
||||||||
Other liabilities
|
93,949
|
|
|
|
|
|
|
|
32,465
|
|
|
|
|
|
||||||||
Total noninterest-bearing liabilities
|
965,675
|
|
|
|
|
|
|
|
867,941
|
|
|
|
|
|
||||||||
Total liabilities
|
3,973,043
|
|
|
|
|
|
|
|
3,719,746
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
572,086
|
|
|
|
|
|
|
|
526,434
|
|
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
4,545,129
|
|
|
|
|
|
|
|
$
|
4,246,180
|
|
|
|
|
|
||||||
Net interest spread
|
|
|
|
|
3.37
|
%
|
|
|
|
|
|
|
3.71
|
%
|
||||||||
Effect of noninterest-bearing sources
|
|
|
|
|
0.38
|
%
|
|
|
|
|
|
|
0.23
|
%
|
||||||||
Net interest income/margin on earning assets
(4)
|
|
|
$
|
37,776
|
|
|
3.75
|
%
|
|
|
|
|
$
|
37,520
|
|
|
3.94
|
%
|
||||
Tax-equivalent adjustment
(4)
|
|
|
$
|
129
|
|
|
0.01
|
%
|
|
|
|
|
$
|
81
|
|
|
0.01
|
%
|
(1)
|
Non-accrual loans have been included in average loan balances, but interest on non-accrual loans has not been included for purposes of determining interest income.
|
(2)
|
Includes portfolio loans and leases and loans held for sale.
|
(3)
|
Interest on loans and leases includes deferred fees of
$285 thousand
and
$278 thousand
for the three months ended
March 31, 2019
and
2018
, respectively.
|
(4)
|
Tax rate used for tax-equivalent calculations is
21%
for
2019
and
2018
.
|
|
2019 Compared to 2018
|
||||||||||
(dollars in thousands)
|
Three Months Ended
March 31, |
||||||||||
increase/(decrease)
|
Volume
|
|
Rate
|
|
Total
|
||||||
Interest Income:
|
|
|
|
|
|
||||||
Interest-bearing deposits with banks
|
$
|
(49
|
)
|
|
$
|
128
|
|
|
$
|
79
|
|
Investment securities - taxable
|
243
|
|
|
501
|
|
|
744
|
|
|||
Investment securities -nontaxable
|
(91
|
)
|
|
46
|
|
|
(45
|
)
|
|||
Loans and leases
|
2,314
|
|
|
1,890
|
|
|
4,204
|
|
|||
Total interest income
|
2,417
|
|
|
2,565
|
|
|
4,982
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Savings, NOW and market rate accounts
|
108
|
|
|
2,177
|
|
|
2,285
|
|
|||
Wholesale deposits
|
355
|
|
|
924
|
|
|
1,279
|
|
|||
Retail time deposits
|
14
|
|
|
1,047
|
|
|
1,061
|
|
|||
Short-term borrowings
|
(344
|
)
|
|
657
|
|
|
313
|
|
|||
Long-term FHLB advances
|
(465
|
)
|
|
181
|
|
|
(284
|
)
|
|||
Subordinated notes
|
2
|
|
|
—
|
|
|
2
|
|
|||
Junior subordinated debt
|
2
|
|
|
68
|
|
|
70
|
|
|||
Total interest expense
|
(328
|
)
|
|
5,054
|
|
|
4,726
|
|
|||
Interest differential
|
$
|
2,745
|
|
|
$
|
(2,489
|
)
|
|
$
|
256
|
|
Quarter
|
|
Interest-
Earning Asset Yield |
|
Interest-
Bearing Liability Cost |
|
Net Interest
Spread |
|
Effect of Noninterest Bearing Sources
|
|
Net Interest
Margin |
1st Quarter 2019
|
|
4.83%
|
|
1.46%
|
|
3.37%
|
|
0.38%
|
|
3.75%
|
4th Quarter 2018
|
|
4.74%
|
|
1.30%
|
|
3.44%
|
|
0.35%
|
|
3.79%
|
3rd Quarter 2018
|
|
4.54%
|
|
1.16%
|
|
3.38%
|
|
0.31%
|
|
3.69%
|
2nd Quarter 2018
|
|
4.57%
|
|
1.02%
|
|
3.55%
|
|
0.26%
|
|
3.81%
|
1st Quarter 2018
|
|
4.58%
|
|
0.87%
|
|
3.71%
|
|
0.23%
|
|
3.94%
|
|
Change in Net Interest Income Over the Twelve Months Beginning After March 31, 2019
|
|
Change in Net Interest Income Over the Twelve Months Beginning After December 31, 2018
|
||||||||||
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
+300 basis points
|
$
|
7,243
|
|
|
4.90
|
%
|
|
$
|
5,644
|
|
|
3.74
|
%
|
+200 basis points
|
$
|
4,840
|
|
|
3.28
|
%
|
|
$
|
3,734
|
|
|
2.47
|
%
|
+100 basis points
|
$
|
2,451
|
|
|
1.66
|
%
|
|
$
|
1,860
|
|
|
1.23
|
%
|
-100 basis points
|
$
|
(6,774
|
)
|
|
(4.58
|
)%
|
|
$
|
(6,546
|
)
|
|
(4.34
|
)%
|
(dollars in millions)
|
0 to 90
Days
|
|
91 to 365
Days
|
|
1 - 5
Years
|
|
Over
5 Years
|
|
Non-Rate
Sensitive
|
|
Total
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits with banks
|
$
|
29.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29.5
|
|
Investment securities
(1)
|
28.5
|
|
|
62.2
|
|
|
340.6
|
|
|
147.3
|
|
|
—
|
|
|
578.6
|
|
||||||
Loans and leases
(2)
|
1,441.2
|
|
|
381.4
|
|
|
1,345.4
|
|
|
358.3
|
|
|
—
|
|
|
3,526.3
|
|
||||||
Allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.6
|
)
|
|
(20.6
|
)
|
||||||
Cash and due from banks
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.6
|
|
|
13.6
|
|
||||||
Operating lease right-of-use assets
|
0.8
|
|
|
2.3
|
|
|
10.7
|
|
|
30.2
|
|
|
—
|
|
|
44.0
|
|
||||||
Other assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460.5
|
|
|
460.5
|
|
||||||
Total assets
|
1,500.0
|
|
|
445.9
|
|
|
1,696.7
|
|
|
535.8
|
|
|
453.5
|
|
|
4,631.9
|
|
||||||
Liabilities and shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Demand, noninterest-bearing
|
24.8
|
|
|
74.5
|
|
|
258.6
|
|
|
524.4
|
|
|
—
|
|
|
882.3
|
|
||||||
Savings, NOW and market rate
|
85.0
|
|
|
255.0
|
|
|
758.3
|
|
|
793.4
|
|
|
—
|
|
|
1,891.7
|
|
||||||
Time deposits
|
90.6
|
|
|
303.0
|
|
|
136.1
|
|
|
1.8
|
|
|
—
|
|
|
531.5
|
|
||||||
Wholesale non-maturity deposits
|
47.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.7
|
|
||||||
Wholesale time deposits
|
226.9
|
|
|
57.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284.4
|
|
||||||
Short-term borrowings
|
124.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124.2
|
|
||||||
Long-term FHLB advances
|
7.5
|
|
|
25.7
|
|
|
22.2
|
|
|
—
|
|
|
—
|
|
|
55.4
|
|
||||||
Subordinated notes
|
—
|
|
|
—
|
|
|
98.6
|
|
|
—
|
|
|
—
|
|
|
98.6
|
|
||||||
Junior subordinated debentures
|
21.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.6
|
|
||||||
Operating lease liabilities
|
0.9
|
|
|
2.6
|
|
|
11.7
|
|
|
33.0
|
|
|
—
|
|
|
48.2
|
|
||||||
Other liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.2
|
|
|
71.2
|
|
||||||
Shareholders’ equity
|
20.5
|
|
|
61.6
|
|
|
328.6
|
|
|
164.4
|
|
|
—
|
|
|
575.1
|
|
||||||
Total liabilities and shareholders’ equity
|
649.7
|
|
|
779.9
|
|
|
1,614.1
|
|
|
1,517.0
|
|
|
71.2
|
|
|
4,631.9
|
|
||||||
Interest-earning assets
|
1,499.2
|
|
|
443.6
|
|
|
1,686.0
|
|
|
505.6
|
|
|
—
|
|
|
4,134.4
|
|
||||||
Interest-bearing liabilities
|
603.5
|
|
|
641.2
|
|
|
1,015.2
|
|
|
795.2
|
|
|
—
|
|
|
3,055.1
|
|
||||||
Difference between interest-earning assets and interest-bearing liabilities
|
895.7
|
|
|
(197.6
|
)
|
|
670.8
|
|
|
(289.6
|
)
|
|
—
|
|
|
1,079.3
|
|
||||||
Cumulative difference between interest earning assets and interest-bearing liabilities
|
$
|
895.7
|
|
|
$
|
698.1
|
|
|
$
|
1,368.9
|
|
|
$
|
1,079.3
|
|
|
$
|
—
|
|
|
$
|
1,079.3
|
|
Cumulative earning assets as a % of cumulative interest-bearing liabilities
|
248
|
%
|
|
156
|
%
|
|
161
|
%
|
|
135
|
%
|
|
|
|
|
(dollars in thousands)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Nonperforming Assets:
|
|
|
|
||||
Nonperforming loans and leases
|
$
|
19,283
|
|
|
$
|
12,820
|
|
Other real estate owned
|
84
|
|
|
417
|
|
||
Total nonperforming assets
|
$
|
19,367
|
|
|
$
|
13,237
|
|
|
|
|
|
||||
Troubled Debt Restructurings:
|
|
|
|
||||
TDRs included in non-performing loans
|
$
|
4,057
|
|
|
$
|
1,217
|
|
TDRs in compliance with modified terms
|
5,149
|
|
|
9,745
|
|
||
Total TDRs
|
$
|
9,206
|
|
|
$
|
10,962
|
|
|
|
|
|
||||
Loan and Lease quality indicators:
|
|
|
|
||||
Allowance for loan and lease losses to nonperforming loans and leases
|
106.9
|
%
|
|
151.5
|
%
|
||
Nonperforming loans and leases to total portfolio loans and leases
|
0.55
|
%
|
|
0.37
|
%
|
||
Allowance for loan and lease losses to total portfolio loans and leases
|
0.59
|
%
|
|
0.57
|
%
|
||
Nonperforming assets to total loans and leases and OREO
|
0.55
|
%
|
|
0.39
|
%
|
||
Nonperforming assets to total assets
|
0.42
|
%
|
|
0.28
|
%
|
||
Total portfolio loans and leases
|
$
|
3,523,514
|
|
|
$
|
3,427,154
|
|
Allowance for loan and lease losses
|
$
|
20,616
|
|
|
$
|
19,426
|
|
|
Three Months Ended
March 31, |
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Visa debit card income
|
$
|
419
|
|
|
$
|
387
|
|
BOLI income
|
294
|
|
|
278
|
|
||
Commissions and fees
|
355
|
|
|
255
|
|
||
Safe deposit box rentals
|
84
|
|
|
91
|
|
||
Other investment income
|
36
|
|
|
22
|
|
||
Rental income
|
9
|
|
|
43
|
|
||
Gain on trading investments
|
732
|
|
|
335
|
|
||
Recovery of purchase accounting fair value loan mark
|
12
|
|
|
2,294
|
|
||
Miscellaneous other income
|
906
|
|
|
633
|
|
||
Other operating income
|
$
|
2,847
|
|
|
$
|
4,338
|
|
|
As of or for the
Three Months Ended March 31, |
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Mortgage originations
|
$
|
34,441
|
|
|
$
|
26,055
|
|
Mortgage loans sold:
|
|
|
|
||||
Servicing retained
|
$
|
—
|
|
|
$
|
1,850
|
|
Servicing released
|
9,218
|
|
|
15,956
|
|
||
Total mortgage loans sold
|
$
|
9,218
|
|
|
$
|
17,806
|
|
Percentage of originated mortgage loans sold
|
26.8
|
%
|
|
68.3
|
%
|
||
Servicing retained %
|
—
|
%
|
|
10.4
|
%
|
||
Servicing released %
|
100.0
|
%
|
|
89.6
|
%
|
||
Residential mortgage loans serviced for others
|
$
|
564,884
|
|
|
$
|
634,970
|
|
Mortgage servicing rights
|
$
|
4,910
|
|
|
$
|
5,706
|
|
Gain on sale of mortgage loans
|
$
|
261
|
|
|
$
|
345
|
|
Loan servicing and other fees
|
$
|
609
|
|
|
$
|
686
|
|
Amortization of MSRs
|
$
|
120
|
|
|
$
|
221
|
|
(Impairment) / Recovery of MSRs
|
$
|
(17
|
)
|
|
$
|
50
|
|
(dollars in thousands)
|
Wealth Assets as of:
|
||||||||||||||||||
Fee Basis
|
March 31,
2019 |
|
December 31,
2018 |
|
September 30,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
||||||||||
Market value
|
$
|
6,232,651
|
|
|
$
|
5,764,189
|
|
|
$
|
6,032,831
|
|
|
$
|
5,779,774
|
|
|
$
|
5,693,146
|
|
Fixed fee
|
8,503,861
|
|
|
7,665,355
|
|
|
7,880,433
|
|
|
7,624,949
|
|
|
7,453,780
|
|
|||||
Total
|
$
|
14,736,512
|
|
|
$
|
13,429,544
|
|
|
$
|
13,913,264
|
|
|
$
|
13,404,723
|
|
|
$
|
13,146,926
|
|
(dollars in thousands)
|
For the Three Months Ended:
|
||||||||||||||||||
Fee Basis
|
March 31,
2019 |
|
December 31,
2018 |
|
September 30,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
||||||||||
Market value
|
$
|
7,618
|
|
|
$
|
7,801
|
|
|
$
|
7,841
|
|
|
$
|
7,620
|
|
|
$
|
7,880
|
|
Fixed fee
|
2,774
|
|
|
3,217
|
|
|
2,501
|
|
|
3,038
|
|
|
2,428
|
|
|||||
Total
|
$
|
10,392
|
|
|
$
|
11,018
|
|
|
$
|
10,342
|
|
|
$
|
10,658
|
|
|
$
|
10,308
|
|
|
Three Months Ended
March 31, |
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
Contributions
|
$
|
344
|
|
|
$
|
188
|
|
Deferred compensation expense
|
543
|
|
|
81
|
|
||
Director fees
|
145
|
|
|
161
|
|
||
Dues and subscriptions
|
295
|
|
|
257
|
|
||
FDIC insurance
|
401
|
|
|
200
|
|
||
Impairment of OREO and other repossessed assets
|
—
|
|
|
—
|
|
||
Insurance
|
214
|
|
|
227
|
|
||
Loan processing
|
252
|
|
|
24
|
|
||
Miscellaneous other expenses
|
869
|
|
|
809
|
|
||
MSR amortization and impairment
|
137
|
|
|
171
|
|
||
Other taxes
|
90
|
|
|
13
|
|
||
Outsourced services
|
65
|
|
|
66
|
|
||
Wealth custodian fees
|
118
|
|
|
123
|
|
||
Postage
|
202
|
|
|
163
|
|
||
Stationary and supplies
|
136
|
|
|
152
|
|
||
Telephone and data lines
|
424
|
|
|
405
|
|
||
Temporary help and recruiting
|
206
|
|
|
99
|
|
||
Travel and entertainment
|
173
|
|
|
178
|
|
||
Other operating expenses
|
$
|
4,614
|
|
|
$
|
3,317
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Change
|
|||||||||||||||
(dollars in thousands)
|
Balance
|
|
Percent of
Portfolio
|
|
Balance
|
|
Percent of
Portfolio
|
|
Amount
|
|
Percent
|
|||||||||
Commercial mortgage
|
$
|
1,746,695
|
|
|
49.6
|
%
|
|
$
|
1,657,436
|
|
|
48.4
|
%
|
|
$
|
89,259
|
|
|
5.4
|
%
|
Home equity lines & loans
|
204,791
|
|
|
5.8
|
%
|
|
207,351
|
|
|
6.1
|
%
|
|
(2,560
|
)
|
|
(1.2
|
)%
|
|||
Residential mortgage
|
502,379
|
|
|
14.3
|
%
|
|
494,355
|
|
|
14.4
|
%
|
|
8,024
|
|
|
1.6
|
%
|
|||
Construction
|
159,761
|
|
|
4.5
|
%
|
|
181,078
|
|
|
5.3
|
%
|
|
(21,317
|
)
|
|
(11.8
|
)%
|
|||
Commercial and industrial
|
705,701
|
|
|
20.0
|
%
|
|
695,584
|
|
|
20.3
|
%
|
|
10,117
|
|
|
1.5
|
%
|
|||
Consumer
|
47,821
|
|
|
1.4
|
%
|
|
46,814
|
|
|
1.4
|
%
|
|
1,007
|
|
|
2.2
|
%
|
|||
Leases
|
156,366
|
|
|
4.4
|
%
|
|
144,536
|
|
|
4.2
|
%
|
|
11,830
|
|
|
8.2
|
%
|
|||
Total portfolio loans and leases
|
3,523,514
|
|
|
100.0
|
%
|
|
3,427,154
|
|
|
100.0
|
%
|
|
96,360
|
|
|
2.8
|
%
|
|||
Loans held for sale
|
2,884
|
|
|
|
|
1,749
|
|
|
|
|
1,135
|
|
|
64.9
|
%
|
|||||
Total loans and leases
|
$
|
3,526,398
|
|
|
|
|
$
|
3,428,903
|
|
|
|
|
$
|
97,495
|
|
|
2.8
|
%
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Change
|
|||||||||||||||
(dollars in thousands)
|
Balance
|
|
Percent of
Deposits
|
|
Balance
|
|
Percent of
Deposits
|
|
Amount
|
|
Percent
|
|||||||||
Interest-bearing demand
|
$
|
664,683
|
|
|
18.3
|
%
|
|
$
|
664,749
|
|
|
18.5
|
%
|
|
$
|
(66
|
)
|
|
—
|
%
|
Money market
|
961,348
|
|
|
26.4
|
%
|
|
862,644
|
|
|
24.0
|
%
|
|
98,704
|
|
|
11.4
|
%
|
|||
Savings
|
265,613
|
|
|
7.3
|
%
|
|
247,081
|
|
|
6.9
|
%
|
|
18,532
|
|
|
7.5
|
%
|
|||
Retail time deposits
|
531,522
|
|
|
14.6
|
%
|
|
542,702
|
|
|
15.1
|
%
|
|
(11,180
|
)
|
|
(2.1
|
)%
|
|||
Wholesale non-maturity deposits
|
47,744
|
|
|
1.3
|
%
|
|
55,031
|
|
|
1.5
|
%
|
|
(7,287
|
)
|
|
(13.2
|
)%
|
|||
Wholesale time deposits
|
284,397
|
|
|
7.8
|
%
|
|
325,261
|
|
|
9.0
|
%
|
|
(40,864
|
)
|
|
(12.6
|
)%
|
|||
Interest-bearing deposits
|
2,755,307
|
|
|
75.7
|
%
|
|
2,697,468
|
|
|
74.9
|
%
|
|
57,839
|
|
|
2.1
|
%
|
|||
Noninterest-bearing deposits
|
882,310
|
|
|
24.3
|
%
|
|
901,619
|
|
|
25.1
|
%
|
|
(19,309
|
)
|
|
(2.1
|
)%
|
|||
Total deposits
|
$
|
3,637,617
|
|
|
100.0
|
%
|
|
$
|
3,599,087
|
|
|
100.0
|
%
|
|
$
|
38,530
|
|
|
1.1
|
%
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Change
|
|||||||||||||||
(dollars in thousands)
|
Balance
|
|
Percent of
Borrowings
|
|
Balance
|
|
Percent of
Borrowings
|
|
Amount
|
|
Percent
|
|||||||||
Short-term borrowings
|
$
|
124,214
|
|
|
41.4
|
%
|
|
$
|
252,367
|
|
|
59.0
|
%
|
|
$
|
(128,153
|
)
|
|
(50.8
|
)%
|
Long-term FHLB advances
|
55,407
|
|
|
18.5
|
%
|
|
55,374
|
|
|
12.9
|
%
|
|
33
|
|
|
0.1
|
%
|
|||
Subordinated notes
|
98,571
|
|
|
32.9
|
%
|
|
98,526
|
|
|
23.0
|
%
|
|
45
|
|
|
—
|
%
|
|||
Junior subordinated debentures
|
21,622
|
|
|
7.2
|
%
|
|
21,580
|
|
|
5.0
|
%
|
|
42
|
|
|
0.2
|
%
|
|||
Total borrowed funds
|
$
|
299,814
|
|
|
100.0
|
%
|
|
$
|
427,847
|
|
|
100.0
|
%
|
|
$
|
(128,033
|
)
|
|
(29.9
|
)%
|
|
Actual
|
|
Minimum to be Well
Capitalized
|
||||||||||
(dollars in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
March 31, 2019
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Total capital to risk weighted assets:
|
|
|
|
|
|
|
|
||||||
BMBC
|
$
|
509,527
|
|
|
14.00
|
%
|
|
$
|
364,042
|
|
|
10.00
|
%
|
Bank
|
$
|
431,976
|
|
|
11.87
|
%
|
|
$
|
363,783
|
|
|
10.00
|
%
|
Tier I capital to risk weighted assets:
|
|
|
|
|
|
|
|
||||||
BMBC
|
$
|
390,189
|
|
|
10.72
|
%
|
|
$
|
291,234
|
|
|
8.00
|
%
|
Bank
|
$
|
411,209
|
|
|
11.30
|
%
|
|
$
|
291,026
|
|
|
8.00
|
%
|
Common equity Tier I risk weighted assets:
|
|
|
|
|
|
|
|
||||||
BMBC
|
$
|
369,253
|
|
|
10.14
|
%
|
|
$
|
236,627
|
|
|
6.50
|
%
|
Bank
|
$
|
411,209
|
|
|
11.30
|
%
|
|
$
|
236,459
|
|
|
6.50
|
%
|
Tier I leverage ratio (Tier I capital to total quarterly average assets):
|
|
|
|
|
|
|
|
||||||
BMBC
|
$
|
390,189
|
|
|
8.99
|
%
|
|
$
|
217,116
|
|
|
5.00
|
%
|
Bank
|
$
|
411,209
|
|
|
9.48
|
%
|
|
$
|
216,909
|
|
|
5.00
|
%
|
|
|
|
|
|
|
|
|
||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Total capital to risk weighted assets:
|
|
|
|
|
|
|
|
||||||
BMBC
|
$
|
500,375
|
|
|
14.30
|
%
|
|
$
|
349,918
|
|
|
10.00
|
%
|
Bank
|
$
|
419,136
|
|
|
11.99
|
%
|
|
$
|
349,692
|
|
|
10.00
|
%
|
Tier I capital to risk weighted assets:
|
|
|
|
|
|
|
|
||||||
BMBC
|
$
|
382,151
|
|
|
10.92
|
%
|
|
$
|
279,934
|
|
|
8.00
|
%
|
Bank
|
$
|
399,438
|
|
|
11.42
|
%
|
|
$
|
279,754
|
|
|
8.00
|
%
|
Common equity Tier I risk weighted assets:
|
|
|
|
|
|
|
|
||||||
BMBC
|
$
|
361,256
|
|
|
10.32
|
%
|
|
$
|
227,446
|
|
|
6.50
|
%
|
Bank
|
$
|
399,438
|
|
|
11.42
|
%
|
|
$
|
227,300
|
|
|
6.50
|
%
|
Tier I leverage ratio (Tier I capital to total quarterly average assets):
|
|
|
|
|
|
|
|
||||||
BMBC
|
$
|
382,151
|
|
|
9.06
|
%
|
|
$
|
210,830
|
|
|
5.00
|
%
|
Bank
|
$
|
399,438
|
|
|
9.48
|
%
|
|
$
|
216,615
|
|
|
5.00
|
%
|
(dollars in millions)
|
Available
Funds as of March 31, 2019 |
|
Percent of
Total Borrowing Capacity |
|
Available
Funds as of December 31, 2018 |
|
Percent of Total
Borrowing Capacity |
|
Dollar
Change |
|
Percent
Change |
|||||||||
Federal Home Loan Bank of Pittsburgh
|
$
|
1,397.5
|
|
|
89.7
|
%
|
|
$
|
1,245.4
|
|
|
74.4
|
%
|
|
$
|
152.1
|
|
|
12.2
|
%
|
Federal Reserve Bank of Philadelphia
|
145.5
|
|
|
100.0
|
%
|
|
140.4
|
|
|
100.0
|
%
|
|
5.1
|
|
|
3.6
|
%
|
|||
Fed Funds Lines (seven banks)
|
71.0
|
|
|
89.9
|
%
|
|
79.0
|
|
|
100.0
|
%
|
|
(8.0
|
)
|
|
(10.1
|
)%
|
|||
Total
|
$
|
1,614.0
|
|
|
90.5
|
%
|
|
$
|
1,464.8
|
|
|
77.6
|
%
|
|
$
|
149.2
|
|
|
10.2
|
%
|
(dollars in thousands)
|
Total
|
|
Within
1 Year
|
|
2 - 3
Years
|
|
4 - 5
Years
|
|
After
5 Years
|
||||||||||
Deposits without a stated maturity
|
$
|
2,821,698
|
|
|
$
|
2,821,698
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Wholesale and retail time deposit
|
815,919
|
|
|
677,867
|
|
|
126,756
|
|
|
10,474
|
|
|
822
|
|
|||||
Short-term borrowings
|
124,214
|
|
|
124,214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term FHLB Advances
|
55,407
|
|
|
33,105
|
|
|
22,302
|
|
|
—
|
|
|
—
|
|
|||||
Subordinated Notes
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
|||||
Junior subordinated debentures
|
25,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,800
|
|
|||||
Operating lease liabilities
|
63,181
|
|
|
5,074
|
|
|
9,095
|
|
|
8,180
|
|
|
40,832
|
|
|||||
Purchase obligations
|
11,104
|
|
|
7,236
|
|
|
3,868
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
4,017,323
|
|
|
$
|
3,669,194
|
|
|
$
|
162,021
|
|
|
$
|
18,654
|
|
|
$
|
167,454
|
|
Period
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum
Number of
Shares that
May Yet Be
Purchased
Under the Plan
or Programs
|
|||||
January 1, 2019 – January 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
40,016
|
|
February 1, 2019 – February 28, 2019
|
3,605
|
|
|
$
|
37.95
|
|
|
3,222
|
|
|
36,794
|
|
March 1, 2019 – March 31, 2019
|
9,962
|
|
|
$
|
39.35
|
|
|
9,480
|
|
|
27,314
|
|
Total
|
13,567
|
|
|
$
|
38.98
|
|
|
12,702
|
|
|
|
(1)
|
Includes shares purchased to cover statutory tax withholding requirements on vested stock awards for certain officers of BMBC or Bank as follows: 383 shares on February 7, 2019; and 482 shares on March 1, 2019.
|
(2)
|
On August 6, 2015, BMBC announced a stock repurchase program (the “2015 Program”) under which the Corporation may repurchase up to 1,200,000 shares of BMBC's common stock, at an aggregate purchase price not to exceed $40 million. There is no expiration date on the 2015 Program and the Corporation has no plans for an early termination of the 2015 Program. All share repurchases under the 2015 Program were accomplished in open market transactions. As of March 31, 2019, the maximum number of shares remaining authorized for repurchase under the 2015 Program was
27,314
.
|
(3)
|
On April 18, 2019, BMBC announced a new stock repurchase program (the "2019 Program") under which the Corporation may repurchase up to 1,000,000 shares of BMBC's common stock. Under the 2019 Program, the Corporation may repurchase BMBC's common stock at any price, but the aggregate purchase price is not to exceed $45 million. The 2019 Program will become effective upon the completion of BMBC's existing 2015 Program.
|
Exhibit No.
|
|
Description and References
|
|
|
|
3.1
|
|
|
3.2
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
|
|
|
101.INS XBRL
|
|
Instance Document, filed herewith
|
|
|
|
101.SCH XBRL
|
|
Taxonomy Extension Schema Document, filed herewith
|
|
|
|
101.CAL XBRL
|
|
Taxonomy Extension Calculation Linkbase Document, filed herewith
|
|
|
|
101.DEF XBRL
|
|
Taxonomy Extension Definition Linkbase Document, filed herewith
|
|
|
|
101.LAB XBRL
|
|
Taxonomy Extension Label Linkbase Document, filed herewith
|
|
|
|
101.PRE XBRL
|
|
Taxonomy Extension Presentation Linkbase Document, filed herewith
|
|
|
BRYN MAWR BANK CORPORATION
|
||
|
|
|
|
|
Date: May 8, 2019
|
|
By:
|
/s/ Francis J. Leto
|
|
|
|
|
|
Francis J. Leto
|
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
Date: May 8, 2019
|
|
By:
|
/s/ Michael W. Harrington
|
|
|
|
|
|
Michael W. Harrington
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
Performance Goal:
|
Certain conditions and goals as determined according to Exhibit A hereto
|
i.
|
The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable;
|
ii.
|
The date of the Grantee’s death or Disability (as defined in Section 5 below); or
|
iii.
|
The date of consummation of a Change of Control (as defined in Section 7 below).
|
|
|
||
BRYN MAWR BANK CORPORATION
|
|||
|
|
||
By:
|
|
||
Name: Michael W. Harrington
|
|
||
Title: Chief Financial Officer
|
|
||
|
|||
|
|||
(Signature of Grantee)
|
|||
|
|||
|
|||
(Print Name of Grantee)
|
|||
|
|||
|
|||
(Address of Grantee)
|
2. Target Number of Performance-Vested Restricted Stock Units subject to vesting based on Return on Average Equity (“ROAE”): _____
[
|
]
____________
|
TSR Percentile Rank
1,2
|
Less than 25%
|
25%
|
50%
|
75% or Greater
|
ROAE Percentile Rank
1
|
Less than 25%
|
25%
|
50%
|
75% or Greater
|
Number of RSUs Vesting
|
0 RSUs
|
0% of target
|
100% of target
|
150% of target
|
a.
|
“Peer Group” means the following financial institutions:
|
Company Name
|
Ticker
|
|
|
(1)
|
Notwithstanding the foregoing, if at any time prior to the expiration of the Performance Period a member of the Peer Group ceases to be a domestically domiciled publicly traded company on a national stock exchange or market system; or has gone private; or has reincorporated in a foreign (e.g., non-U.S.) jurisdiction, regardless of whether it is a reporting company in that or another jurisdiction; or has been acquired by another company (whether by a peer company or otherwise, but not including internal reorganizations), or has sold all or substantially all of its assets, then such member shall be immediately removed from the Peer Group.
|
b.
|
"Performance Period” means (i) for measurement of ROAE, the 12-quarter period beginning [ ], 2019 and ending [ ], 2022; and (ii) for measurement of TSR, the 3-year period beginning [ ], 2019 and ending [ ], 2022.
|
c.
|
“ROAE” means (a) net income applicable to the common shareholders of a company during the Performance Period, divided by (b) that company’s average common shareholders’ equity during the Performance Period (as
|
d.
|
“TSR” means, with respect to any company, the Company’s total shareholder return, which will be calculated by dividing (i) the Closing Average Share Value by (ii) the Opening Average Share Value.
|
e.
|
“Opening Average Share Value” means the average, over the trading days in the Opening Average Period, of the closing price of a company’s stock multiplied by the Accumulated Shares for each trading day during the Opening Average Period.
|
f.
|
“Opening Average Period” means the 20 trading days preceding [ ], 2019.
|
g.
|
“Accumulated Shares” means, solely for purposes of the calculation of TSR, for a given trading day, the sum of (i) one (1) share and (ii) a cumulative number of shares of the company’s common stock purchased with the dividends declared on a company’s common stock, assuming same day reinvestment of the dividends in the common stock of a company at the closing price on the ex-dividend date, for ex-dividend dates between the start of the Opening Average Period and the trading day.
|
h.
|
“Closing Average Share Value” means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.
|
i.
|
“Closing Average Period” means (i) in the absence of a Change of Control, the 20 trading days preceding [ ], 2022; or (ii) in the case of a Change of Control, the trading days during the period beginning thirty (30) calendar days prior to the Change of Control and ending on the Accelerated End Date.
|
j.
|
“Accelerated End Date” means the date five (5) calendar days (or such shorter period as may be established by the Compensation Committee in its sole discretion) prior to the Change of Control.
|
k.
|
“Percentile Rank” means the Company’s relative percentile positioning in respect of the TSR or ROAE, as applicable, of the other members of the Peer Group.
|
Performance Goal:
|
Certain conditions and goals as determined according to Exhibit A hereto
|
i.
|
The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable;
|
ii.
|
The date of the Grantee’s death or Disability (as defined in Section 5 below); or
|
iii.
|
The date of consummation of a Change of Control (as defined in Section 7 below).
|
|
|
||
BRYN MAWR BANK CORPORATION
|
|||
By:
|
|
||
Name: Michael W. Harrington
|
|
||
Title: Chief Financial Officer
|
|
||
|
|||
|
|||
(Signature of Grantee)
|
|||
|
|||
|
|||
(Print Name of Grantee)
|
|||
|
|||
|
|||
(Address of Grantee)
|
TSR Percentile Rank
1,2
|
Less than 25%
|
25%
|
50%
|
75% or Greater
|
ROAE Percentile Rank
1
|
Less than 25%
|
25%
|
50%
|
75% or Greater
|
Number of RSUs Vesting
|
0 RSUs
|
0% of target
|
100% of target
|
150% of target
|
a.
|
“Peer Group” means the following financial institutions:
|
Company Name
|
Ticker
|
(1)
|
Notwithstanding the foregoing, if at any time prior to the expiration of the Performance Period a member of the Peer Group ceases to be a domestically domiciled publicly traded company on a national stock exchange or market system; or has gone private; or has reincorporated in a foreign (e.g., non-U.S.) jurisdiction, regardless of whether it is a reporting company in that or another jurisdiction; or has been acquired by another company (whether by a peer company or otherwise, but not including internal reorganizations), or has sold all or substantially all of its assets, then such member shall be immediately removed from the Peer Group.
|
b.
|
“Performance Period” means (i) for measurement of ROAE, the 12-quarter period beginning [____], 2019 and ending [____]; and (i) for measurement of TSR, the 3-year period beginning [_____], 2019 and ending [__], 2022.
|
c.
|
“ROAE” means (a) net income applicable to the common shareholders of a company during the Performance Period, divided by (b) that company’s average common shareholders’ equity during the Performance Period (as reported in the company’s annual or quarterly report for the applicable fiscal period end) subject to adjustments for certain extraordinary or special items, in the form and manner determined in the Committee’s sole discretion and if permitted by the IRS regulations under Section 162(m) of the Internal Revenue Code of 1986, as amended, relating to the “pre-established performance goal” rules, for any: change in accounting policy; gain/loss on disposition of assets or business; charge for goodwill impairment; extraordinary legal/regulatory settlements; extraordinary market conditions; significant currency fluctuations; effects of nature or man-made disasters; hyperinflation; change in statutory tax rates/regulations; charges or costs associated with Board-approved restructurings of the Company, including but not limited to, acquisitions and mergers by the Company; results of discontinued operations held for sale after sale closing; other extraordinary, unusual or infrequently occurring items as determined under U.S. generally accepted accounting principles (“GAAP”).
|
d.
|
“TSR” means, with respect to any company, the Company’s total shareholder return, which will be calculated by dividing (i) the Closing Average Share Value by (ii) the Opening Average Share Value.
|
e.
|
“Opening Average Share Value” means the average, over the trading days in the Opening Average Period, of the closing price of a company’s stock multiplied by the Accumulated Shares for each trading day during the Opening Average Period.
|
f.
|
“Opening Average Period” means the 20 trading days preceding [__], 2019.
|
g.
|
“Accumulated Shares” means, solely for purposes of the calculation of TSR, for a given trading day, the sum of (i) one (1) share and (ii) a cumulative number of shares of the company’s common stock purchased with the dividends declared on a company’s common stock, assuming same day reinvestment of the dividends in the common stock of a company at the closing price on the ex-dividend date, for ex-dividend dates between the start of the Opening Average Period and the trading day.
|
h.
|
“Closing Average Share Value” means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.
|
i.
|
“Closing Average Period” means (i) in the absence of a Change of Control, the 20 trading days preceding [__], 2022; or (ii) in the case of a Change of Control, the trading days during the period beginning thirty (30) calendar days prior to the Change of Control and ending on the Accelerated End Date.
|
j.
|
“Accelerated End Date” means the date five (5) calendar days (or such shorter period as may be established by the Compensation Committee in its sole discretion) prior to the Change of Control.
|
k.
|
“Percentile Rank” means the Company’s relative percentile positioning in respect of the TSR or ROAE, as applicable, of the other members of the Peer Group.
|
Article 1. Introduction
|
|
1
|
1.1 Establishment of the Plan
|
|
1
|
1.2 Status of the Plan
|
|
1
|
Article 2. Definitions
|
|
1
|
2.1 Affiliate
|
|
1
|
2.2 Annual Base Salary
|
|
1
|
2.3 Base Pay
|
|
1
|
2.4 BMT
|
|
2
|
2.5 Board
|
|
2
|
2.6 Code
|
|
2
|
2.7 Disability
|
|
2
|
2.8 Effective Date
|
|
2
|
2.9 Eligible Employee
|
|
2
|
2.10 Employee
|
|
3
|
2.11 ERISA
|
|
3
|
2.12 Gross Cause
|
|
3
|
2.13 Pay Continuation Benefits
|
|
3
|
2.14 Plan
|
|
4
|
2.15 Plan Administrator
|
|
4
|
2.16 Plan Year
|
|
4
|
2.17 Qualifying Termination of Employment
|
|
4
|
2.18 Regular Pay Continuation Benefit
|
|
4
|
2.19 Release
|
|
4
|
2.20 Specified Employee
|
|
5
|
2.21 Successor Employer
|
|
5
|
2.22 Termination of Employment
|
|
5
|
2.23 U.S. Subsidiary
|
|
6
|
2.24 Years of Service
|
|
6
|
Article 3. Eligibility for Benefits
|
|
6
|
3.1 Eligibility for Benefit
|
|
6
|
3.2 Release
|
|
7
|
3.3 Discretion as to Eligibility
|
|
7
|
|
|
|
Article 4. Amount of Benefits
|
|
7
|
4.1 Regular Pay Continuation Benefit
|
|
7
|
4.2 Discretion as to Amount of Benefit
|
|
8
|
4.3 Offsets
|
|
8
|
Article 5. Benefits
|
|
8
|
5.1 Timing
|
|
8
|
5.2 Death of Otherwise Eligible Employee
|
|
9
|
5.3 Health Benefits
|
|
9
|
Article 6. Cost of the Plan
|
|
9
|
6.1 Plan Costs
|
|
9
|
Article 7. Reemployment
|
|
10
|
7.1 Reemployment of Eligible Employee
|
|
10
|
Article 8. Amendment or Termination
|
|
10
|
8.1 Amendment or Termination
|
|
10
|
Article 9. Plan Administration
|
|
10
|
9.1 Plan Administrator
|
|
10
|
9.2 Operation of the Plan Administrator
|
|
11
|
9.3 Agents
|
|
11
|
9.4 Compensation and Expenses
|
|
11
|
9.5 Plan Administrator’s Powers and Duties
|
|
11
|
9.6 Plan Administrator’s Decisions Conclusive/Exclusive Benefit
|
|
12
|
9.7 Indemnity
|
|
12
|
9.8 Insurance
|
|
14
|
9.9 Fiduciaries
|
|
14
|
9.10 Notices
|
|
14
|
9.11 Data
|
|
15
|
9.12 Claims Procedure
|
|
15
|
9.13 Effect of a Mistake
|
|
18
|
Article 10. Miscellaneous Provisions
|
|
18
|
10.1 No Enlargement of Employee Rights
|
|
18
|
10.2 No Examination or Accounting
|
|
18
|
10.3 Records Conclusive
|
|
18
|
10.4 409A
|
|
18
|
10.5 Service of Legal Process
|
|
19
|
10.6 Governing Law
|
|
19
|
10.7 Severability
|
|
19
|
|
|
|
10.8 Missing Persons
|
|
19
|
10.9 Facility of Payment
|
|
19
|
10.10 General Restrictions Against Alienation
|
|
20
|
10.11 Gender and Number
|
|
20
|
10.12 Counterparts
|
|
21
|
10.13 Withholding
|
|
21
|
|
|
|
1.1
|
Establishment of the Plan
|
1.2
|
Status of the Plan
|
(a)
|
Any entity or organization that, together with BMT, is part of a controlled group of corporations, within the meaning of Code section 414(b);
|
(b)
|
Any trade or business that, together with BMT, is under common control, within the meaning of Code section 414(c); and
|
(c)
|
Any entity or organization that is required to be aggregated with BMT, pursuant to Code section 414(m) or 414(o).
|
(a)
|
Any Employee with a currently effective employment agreement or contract (including a letter agreement) providing for severance, notice, change of control, or termination benefits, unless the employee executes a waiver of rights under the agreement or contract in a form approved by BMT;
|
(b)
|
Any Employee absent from work on an indefinite unpaid leave of absence for any reason and expected to exceed 90 days, unless eligibility is required by applicable federal or state
|
(c)
|
Any Employee who abandons his or her position, or resigns before the Termination of Employment.
|
(a)
|
The Eligible Employee is among the top-paid 50 officers of BMT with annual compensation (within the meaning of Code section 415(c)(3)) in excess of $180,000 (for the December 31, 2019 Identification Date) (subject to cost-of-living adjustments in accordance with Code section 416(i)(1));
|
(b)
|
The Eligible Employee is a five-percent owner; or
|
(c)
|
The Eligible Employee is a one-percent owner and has annual compensation (within the meaning of Code section 415(c)(3)) in excess of $150,000.
|
(a)
|
Subject to the conditions provided in this Article 3, Pay Continuation Benefits will be payable to each Eligible Employee who:
|
(1)
|
during the prescribed period applies to participate in, and is approved by BMT to participate in BMT’s 2019 Years of Service Incentive Program - Executive Tier, and
|
(2)
|
does not engage in conduct that constitutes Gross Cause, and
|
(3)
|
continues to work for BMT until the last day of work as designated by BMT, as this date may be accelerated, extended or postponed.
|
(b)
|
An otherwise Eligible Employee shall forfeit his or her eligibility for Pay Continuation Benefits unless BMT is satisfied that such Employee has satisfactorily completed all reasonable transition requests made by BMT, including but not limited to informing BMT of the location of business files and returning BMT property to BMT.
|
(c)
|
An otherwise Eligible Employee will not be eligible for Pay Continuation Benefits if the otherwise Eligible Employee:
|
(1)
|
Resigns, quits, retires, abandons his or her employment, or otherwise voluntarily terminates employment with BMT;
|
(2)
|
Terminates employment with BMT after being informed by BMT that he or she has been approved for participation in the BMT 2019 Years of Service Incentive Program - Executive Tier but prior to the date designated by BMT for the Eligible Employee’s Termination of Employment.
|
(3)
|
Dies except as provided by Paragraph 5.2 below;
|
(4)
|
Incurs a Disability;
|
(5)
|
Is discharged by BMT for unsatisfactory job performance, Gross Cause, or a material violation of a BMT policy; or
|
(6)
|
Notified BMT of his or her retirement and has an effective retirement date that is prior to April 1, 2019.
|
(a)
|
Subject to this Article 5, an Eligible Employee’s Regular Pay Continuation Benefit is payable in installments consistent with BMT’s payroll processing schedule, commencing as soon as administratively practicable after the Employee’s Qualifying Termination of Employment, but only after the latest of all of the following has occurred:
|
(1)
|
The Termination of Employment of the Eligible Employee; and
|
(2)
|
The Eligible Employee’s Release has been executed, without modifications or deletions, and has been returned to BMT, and has become irrevocable and enforceable within the maximum time period for execution and revocation of the Release (as provided in the Release).
|
(b)
|
All benefits payable pursuant to the terms of this Plan, including, for example, the Regular Pay Continuation Benefit, will be paid before the end of the second Plan Year following the Plan Year in which the Qualifying Termination of Employment occurs. The intent of this provision is to satisfy the requirements for an exemption for certain separation pay plans as specified under Treasury Regulation section 1.409A-1(b)(9) such that any benefit payable under this Plan, to the extent applicable, will not be treated as deferred compensation under Code section 409A.
|
(c)
|
If an Eligible Employee is a Specified Employee, payment of the Eligible Employee’s Pay Continuation Benefits, to the extent not otherwise exempt from Code section 409A, will not commence prior to the first day of the month following the six-month anniversary of the Eligible Employee’s Termination of Employment. If a portion of the Eligible Employee’s Pay Continuation Benefits are subject to this Code section 409A restriction, that portion of the Pay Continuation Benefits will be paid in a lump sum as soon as administratively practicable after the expiration of the six-month period described herein.
|
(a)
|
BMT, acting through its Board or an appropriate officer, has the right, in its non-fiduciary settlor capacity, to amend or to terminate the Plan at any time, prospectively or retroactively, for any reason, without notice, including the right to discontinue or eliminate benefits.
|
(b)
|
BMT shall amend the Plan by action of any of its officers. An officer of BMT shall execute the amendment, evidencing the adoption of such amendment.
|
(a)
|
The BMT 2019 Years of Service Incentive Program – Executive Tier Administrative Committee shall be the administrator of the Plan (“Plan Administrator”), within the meaning of ERISA section 3(16)(A). A quorum of two members of the Committee is required for a determination with respect to administration of the Plan. Assuming a quorum, the members of the BMT 2019 Years of Service Incentive Program – Executive Tier Administrative Committee shall act by majority vote.
|
(a)
|
All resolutions, proceedings, acts, and determinations of the Plan Administrator, with respect to the administration of the Plan, shall be recorded and one member of the BMT 2019 Years of Service Incentive Program – Executive Tier Administrative Committee shall be designated as recording secretary; all such records, together with such documents and instruments as may be necessary for the administration of the Plan, shall be preserved by the Plan Administrator.
|
(b)
|
Subject to the limitations contained in this Plan, the Plan Administrator shall be empowered from time to time, in its discretion, to establish rules for the exercise of the duties imposed upon the Plan Administrator under the Plan.
|
(a)
|
The Board, BMT, or the Plan Administrator may delegate such of its powers and duties as it deems desirable to any person, in which case every reference herein made to the Board, BMT, or the Plan Administrator (as applicable) shall be deemed to mean or include the delegated persons as to matters within their jurisdiction.
|
(b)
|
The Board, BMT, or the Plan Administrator may also appoint one or more persons or agents to aid it in carrying out its duties and delegate such of its powers and duties as it deems desirable to such persons or agents.
|
(c)
|
The Board, BMT, or the Plan Administrator may employ such counsel, auditors, and other specialists and such clerical and other services as it may require in carrying out the provisions of the Plan, with the expenses therefore paid, as provided in Section 9.4.
|
(a)
|
All expenses of administering the Plan shall be paid by BMT.
|
(a)
|
To engage actuaries, attorneys, accountants, appraisers, brokers, consultants, administrators, physicians or other persons and to rely upon the reports, advice, opinions or valuations of any such person except as required by law;
|
(b)
|
To adopt administrative rules of the Plan that are not inconsistent with the Plan or applicable law and to amend or revoke any such rule;
|
(c)
|
To construe the Plan and the administrative rules of the Plan;
|
(d)
|
To determine questions of eligibility of Plan participants and beneficiaries;
|
(e)
|
To determine entitlement to a benefit and to distributions or other rights of Employees and Eligible Employees;
|
(f)
|
To make findings of fact as necessary to make any determinations and decisions in the exercise of such discretionary duty, power and responsibility;
|
(g)
|
To appoint claims and review officials to conduct claims procedures;
|
(h)
|
To comply with the reporting and disclosure requirements of ERISA and other applicable law with respect to the Plan;
|
(i)
|
To establish and maintain all Plan documents, provided legal approval has been obtained from BMT’s legal counsel; and
|
(j)
|
To delegate any duty, power or requirements to any person or persons.
|
(a)
|
BMT (including any Successor Employer, as applicable, including a Successor by merger) shall indemnify and hold harmless each of the following persons (“Indemnified Persons”) under the terms and conditions of Section 9.7(b):
|
(1)
|
The Plan Administrator; and
|
(2)
|
Each Employee, former Employee, current and former members of the Plan Administrator, or current or former members of the Board who has, or had, responsibility (whether by delegation from another person, an allocation of responsibilities under the terms of this Plan document, or otherwise) for a fiduciary duty, a non-fiduciary settlor function (such as deciding whether to approve a plan amendment), or a non-fiduciary administrative task relating to the Plan.
|
(b)
|
BMT shall indemnify and hold harmless each Indemnified Person against any and all claims, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, incurred by that person on account of his or her good-faith actions or failures to act with respect to his or her responsibilities relating to the Plan. BMT’s indemnification shall include payment of any amounts due under a settlement of any lawsuit or investigation, but only if BMT agrees to the settlement.
|
(1)
|
An Indemnified Person shall be indemnified under this Section 9.7 only if he or she notifies an Appropriate Person (defined below) at BMT of any claim asserted against or any investigation of the Indemnified Person that relates to the Indemnified Person’s responsibilities with respect to the Plan.
|
(A)
|
A person is an “Appropriate Person” to receive notice of the claim or investigation if a reasonable person would believe that the person notified would initiate action to protect the interests of BMT in response to the Indemnified Person’s notice.
|
(B)
|
The notice must be provided in writing. The notice must be provided to the Appropriate Person promptly after the Indemnified Person becomes aware of the claim or investigation. No indemnification shall be provided under this Section 9.7 to the extent that BMT is materially prejudiced by the unreasonable delay of the Indemnified Person in notifying an Appropriate Person of the claim or investigation.
|
(2)
|
An Indemnified Person shall be indemnified under this Section 9.7 with respect to attorneys’ fees, court costs, or other litigation expenses or any settlement of such litigation only if the Indemnified Person agrees to permit BMT to select counsel and to conduct the defense of the lawsuit and agrees not to take any action in the lawsuit that BMT believes would be prejudicial to BMT’s interests.
|
(3)
|
No Indemnified Person, including an Indemnified Person who is a Former Eligible Employee, shall be indemnified under this Section 9.7 unless he or she makes himself or herself reasonably available to assist BMT with respect to the matters in issue and agrees to provide whatever documents, testimony, information, materials, or other forms of assistance that BMT shall reasonably request.
|
(4)
|
No Indemnified Person shall be indemnified under this Section 9.7 with respect to any action or failure to act that is judicially determined to constitute or be attributable to the gross negligence or willful misconduct of the Indemnified Person.
|
(5)
|
Payments of any indemnity under this Section 9.7 shall be made only from assets of BMT. The provisions of this Section 9.7 shall not preclude or limit such further indemnities or reimbursement under this Plan as allowable under applicable law, as may be available under insurance purchased by BMT, or as may be provided by BMT under any by-law, agreement or otherwise, provided that no expense shall be indemnified under this Section 9.7 that is otherwise indemnified by BMT, by an insurance contract purchased by BMT, or by this Plan.
|
(a)
|
The fiduciaries named in this Plan shall have only those specific powers, duties, responsibilities, and obligations as are specifically given to them under this Plan. BMT shall have the sole responsibility for making the payments specified under the Plan.
|
(b)
|
The Plan Administrator shall be the named fiduciary under the Plan.
|
(c)
|
A fiduciary may rely upon any direction, information, or action of another fiduciary as being proper under this Plan and is not required under this Plan to inquire into the propriety of any such direction, information, or action. It is intended under this Plan that each fiduciary shall
|
(d)
|
Any person or group of persons may serve in more than one fiduciary capacity, with respect to the Plan. Nothing in this Section 9.9 shall be interpreted as preventing a fiduciary from properly delegating or allocating its responsibilities to other appropriate persons, in accordance with this Plan.
|
(a)
|
The right of an Employee or any other person entitled to claim a benefit under the Plan (collectively “Claimants”) shall be determined by the Plan Administrator, provided, however, that the Plan Administrator may delegate its responsibility to any person.
|
(1)
|
The Claimant (or an authorized representative of a Claimant) may file a claim for benefits by written notice to the Plan Administrator. The Plan Administrator shall establish procedures for determining whether a person is authorized to represent a Claimant.
|
(2)
|
Any claim for benefits under the Plan, pursuant to this Section 9.12, shall be filed with the Plan Administrator no later than 365 days after the date of the Employee’s Termination of Employment. The Plan Administrator in its sole discretion shall determine whether this limitation period has been exceeded.
|
(3)
|
Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this Section 9.12:
|
(A)
|
A request for determination of eligibility, participation, or benefit calculation under the Plan without an accompanying claim for benefits under the Plan. The determination of eligibility, participation, or benefit calculation under the Plan may be necessary to resolve a claim, in which case such determination shall be made in accordance with the claims procedures set forth in this Section 9.12;
|
(B)
|
Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan;
|
(C)
|
A claim that is defective or otherwise fails to follow the procedures of the Plan (
e.g.
, a claim that is addressed to a party other than the Plan Administrator or an oral claim); or
|
(D)
|
An application or request for benefits under the Plan.
|
(b)
|
If a claim for benefits is wholly or partially denied, the Plan Administrator shall, within a reasonable period of time, but no later than 90 days after receipt of the claim, notify the Claimant of the denial of benefits. If special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90-day period, and such notice shall set forth the special circumstances and the date a decision is expected. A notice of denial:
|
(A)
|
The specific reasons for denial of the claim;
|
(B)
|
Specific reference to the Plan provisions on which the denial is based;
|
(C)
|
A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and
|
(D)
|
An explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.
|
(c)
|
Within 60 days of the receipt by the Claimant of the written denial of his or her claim or, if the claim has not been granted, within a reasonable period of time (which shall not be less than the 90 or 180 days described in Section 9.12(b)), the Claimant (or an authorized representative of a Claimant) may file a written request with the Plan Administrator that it conduct a full review of the denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits (but not including any document, record or information that is subject to any attorney–client or work–product privilege) and may submit issues and comments in writing. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by reference to U.S. Department of Labor regulations codified at 29 C.F.R. Section 2560. The Claimant may submit written comments, documents, records, and other information relating to the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was submitted or considered in the initial benefit determination.
|
(d)
|
The Plan Administrator shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days after the receipt of the Claimant’s request for such review, unless special circumstances exist that justify extending this period up to an additional 60 days. If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period and such notice shall set forth the special circumstances and the date a decision is expected. The decision on review of the denial of the claim
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(1)
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Shall be written in a manner calculated to be understood by the Claimant;
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(2)
|
Shall include specific reasons for the decision;
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(3)
|
Shall contain specific references to the Plan provisions on which the decision is based;
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(4)
|
Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the Claimant’s claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by reference to U.S. Department of Labor regulations codified at 29 C.F.R. Section 2560; and
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(5)
|
Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.
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(e)
|
No lawsuit may be initiated by any person before fully pursuing the procedures set out in this Section 9.12, including the appeal permitted pursuant to Section 9.12(c). In addition, no legal action may be commenced later than 365 days subsequent to the date of the written response of the Plan Administrator to a Claimant’s request for review pursuant to Section 9.12(d).
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(b)
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Upon any change in the law or other determination that any term, condition or other provision of the Plan has been altered in any way, the Plan Administrator shall administer this Plan in accordance with such change, notwithstanding the terms of the Plan pending an amendment to this Plan.
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EMPLOYEE
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[BANK/TRUST EMPLOYER NAME]
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____________________________
Dated: , 2019
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By: _________________________________
Name:
Title:
Dated: , 2019
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1.
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I have reviewed this quarterly report on Form 10-Q of Bryn Mawr Bank Corporation;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 8, 2019
|
|
/s/ Francis J. Leto
|
|
|
Francis J. Leto, Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Bryn Mawr Bank Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 8, 2019
|
|
/s/ Michael W. Harrington
|
|
|
Michael W. Harrington, Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
Date: May 8, 2019
|
|
/s/ Francis J. Leto
|
|
|
Francis J. Leto, Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
Date: May 8, 2019
|
|
/s/ Michael W. Harrington
|
|
|
Michael W. Harrington, Chief Financial Officer
|
|
|
(Principal Financial Officer)
|