x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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Commonwealth of Massachusetts
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04-2976299
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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|
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Ten Post Office Square
Boston, Massachusetts
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02109
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(Address of principal executive offices)
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(Zip Code)
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|
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Registrant's telephone number, including area code: (888) 666-1363
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Large accelerated filer
o
|
|
|
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Accelerated filer
x
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Non-accelerated filer
o
|
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(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
Common Stock-Par Value $1.00
|
78,159,980
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(class)
|
(outstanding)
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PART I—FINANCIAL INFORMATION
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|||
Item 1
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Item 2
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Item 3
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Item 4
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PART II—OTHER INFORMATION
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|||
Item 1
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Item 1A
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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Certifications
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March 31, 2012
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|
December 31, 2011
|
||||
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(In thousands, except share and per share data)
|
||||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
131,136
|
|
|
$
|
203,354
|
|
Investment securities available for sale (amortized cost of $814,469 and $833,375 at March 31, 2012 and December 31, 2011, respectively)
|
825,614
|
|
|
844,496
|
|
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Loans held for sale
|
3,727
|
|
|
12,069
|
|
||
Total loans
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4,849,048
|
|
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4,651,228
|
|
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Less: Allowance for loan losses
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97,902
|
|
|
96,114
|
|
||
Net loans
|
4,751,146
|
|
|
4,555,114
|
|
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Other real estate owned ("OREO")
|
3,886
|
|
|
5,103
|
|
||
Stock in Federal Home Loan Banks
|
42,639
|
|
|
43,714
|
|
||
Premises and equipment, net
|
29,432
|
|
|
29,224
|
|
||
Goodwill
|
110,180
|
|
|
110,180
|
|
||
Intangible assets, net
|
27,479
|
|
|
28,569
|
|
||
Fees receivable
|
9,042
|
|
|
8,147
|
|
||
Accrued interest receivable
|
16,968
|
|
|
16,875
|
|
||
Deferred income taxes, net
|
66,105
|
|
|
66,782
|
|
||
Other assets
|
120,318
|
|
|
115,069
|
|
||
Assets of discontinued operations
|
10,890
|
|
|
10,676
|
|
||
Total assets
|
$
|
6,148,562
|
|
|
$
|
6,049,372
|
|
Liabilities:
|
|
|
|
||||
Deposits
|
$
|
4,602,451
|
|
|
$
|
4,530,411
|
|
Securities sold under agreements to repurchase
|
108,551
|
|
|
130,791
|
|
||
Federal Home Loan Bank borrowings
|
582,551
|
|
|
521,827
|
|
||
Junior subordinated debentures
|
178,645
|
|
|
182,053
|
|
||
Other liabilities
|
91,827
|
|
|
94,811
|
|
||
Liabilities of discontinued operations
|
1,392
|
|
|
1,663
|
|
||
Total liabilities
|
5,565,417
|
|
|
5,461,556
|
|
||
Redeemable Noncontrolling Interests
|
21,604
|
|
|
21,691
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, $1.00 par value; authorized: 2,000,000 shares;
|
|
|
|
||||
Series B, issued and outstanding (contingently convertible): 401 shares at March 31, 2012 and December 31, 2011; liquidation value: $100,000 per share
|
58,089
|
|
|
58,089
|
|
||
Common stock, $1.00 par value; authorized: 170,000,000 shares; issued and outstanding: 78,151,609 shares at March 31, 2012 and 78,023,317 shares at December 31, 2011
|
78,152
|
|
|
78,023
|
|
||
Additional paid-in capital
|
642,276
|
|
|
656,436
|
|
||
Accumulated deficit
|
(220,512
|
)
|
|
(230,017
|
)
|
||
Accumulated other comprehensive income
|
3,536
|
|
|
3,594
|
|
||
Total shareholders’ equity
|
561,541
|
|
|
566,125
|
|
||
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
|
$
|
6,148,562
|
|
|
$
|
6,049,372
|
|
|
Three Months Ended
March 31,
|
||||||
|
2012
|
|
2011
|
||||
(In thousands, except share and per share data)
|
|
|
|
||||
Interest and dividend income:
|
|
|
|
||||
Loans
|
$
|
51,946
|
|
|
$
|
52,571
|
|
Taxable investment securities
|
1,256
|
|
|
1,380
|
|
||
Non-taxable investment securities
|
848
|
|
|
1,089
|
|
||
Mortgage-backed securities
|
1,603
|
|
|
1,807
|
|
||
Federal funds sold and other
|
149
|
|
|
319
|
|
||
Total interest and dividend income
|
55,802
|
|
|
57,166
|
|
||
Interest expense:
|
|
|
|
||||
Deposits
|
4,903
|
|
|
6,650
|
|
||
Federal Home Loan Bank borrowings
|
3,945
|
|
|
4,391
|
|
||
Junior subordinated debentures
|
1,752
|
|
|
1,893
|
|
||
Repurchase agreements and other short-term borrowings
|
434
|
|
|
521
|
|
||
Total interest expense
|
11,034
|
|
|
13,455
|
|
||
Net interest income
|
44,768
|
|
|
43,711
|
|
||
Provision/ (credit) for loan losses
|
4,000
|
|
|
13,350
|
|
||
Net interest income after provision for loan losses
|
40,768
|
|
|
30,361
|
|
||
Fees and other income:
|
|
|
|
||||
Investment management and trust fees
|
15,238
|
|
|
16,083
|
|
||
Wealth advisory fees
|
9,236
|
|
|
8,433
|
|
||
Other banking fee income
|
1,017
|
|
|
1,234
|
|
||
Gain on repurchase of debt
|
879
|
|
|
—
|
|
||
Gain on sale of investments, net
|
13
|
|
|
419
|
|
||
Gain on sale of loans, net
|
421
|
|
|
385
|
|
||
Gain/ (loss) on OREO, net
|
(41
|
)
|
|
110
|
|
||
Other
|
691
|
|
|
1,792
|
|
||
Total fees and other income
|
27,454
|
|
|
28,456
|
|
||
Operating expense:
|
|
|
|
||||
Salaries and employee benefits
|
36,912
|
|
|
35,636
|
|
||
Occupancy and equipment
|
7,265
|
|
|
7,228
|
|
||
Professional services
|
2,939
|
|
|
5,143
|
|
||
Marketing and business development
|
1,329
|
|
|
1,434
|
|
||
Contract services and data processing
|
1,188
|
|
|
1,134
|
|
||
Amortization of intangibles
|
1,090
|
|
|
1,159
|
|
||
FDIC insurance
|
849
|
|
|
2,236
|
|
||
Restructuring expense
|
135
|
|
|
1,982
|
|
||
Other
|
3,920
|
|
|
4,109
|
|
||
Total operating expense
|
55,627
|
|
|
60,061
|
|
||
Income/ (loss) before income taxes
|
12,595
|
|
|
(1,244
|
)
|
||
(Continued)
|
|
|
|
|
Three Months Ended
March 31,
|
||||||
|
2012
|
|
2011
|
||||
(In thousands, except share and per share data)
|
|
|
|
||||
Income tax expense/ (benefit)
|
3,851
|
|
|
(179
|
)
|
||
Net income/ (loss) from continuing operations
|
8,744
|
|
|
(1,065
|
)
|
||
Net income/ (loss) from discontinued operations
|
1,554
|
|
|
1,663
|
|
||
Net income/ (loss) before attribution to noncontrolling interests
|
10,298
|
|
|
598
|
|
||
Less: Net income/ (loss) attributable to noncontrolling interests
|
793
|
|
|
747
|
|
||
Net income/ (loss) attributable to the Company
|
$
|
9,505
|
|
|
$
|
(149
|
)
|
Adjustments to net income/ (loss) attributable to the Company to arrive at net (loss)/ income attributable to common shareholders
|
(1,110
|
)
|
|
(276
|
)
|
||
Net (loss)/ income attributable to common shareholders for (loss)/ earnings per share calculation
|
$
|
8,395
|
|
|
$
|
(425
|
)
|
Basic earnings/ (loss) per share attributable to common shareholders:
|
|
|
|
||||
From continuing operations:
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
From discontinued operations:
|
$
|
0.02
|
|
|
$
|
0.02
|
|
Total attributable to common shareholders:
|
$
|
0.11
|
|
|
$
|
(0.01
|
)
|
Weighted average basic common shares outstanding
|
75,632,980
|
|
|
74,670,533
|
|
||
Diluted earnings/ (loss) per share attributable to common shareholders:
|
|
|
|
||||
From continuing operations:
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
From discontinued operations:
|
$
|
0.02
|
|
|
$
|
0.02
|
|
Total attributable to common shareholders:
|
$
|
0.11
|
|
|
$
|
(0.01
|
)
|
Weighted average diluted common shares outstanding
|
76,432,851
|
|
|
74,670,533
|
|
|
Three Months Ended
March 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Net income/ (loss) attributable to the Company
|
$
|
9,505
|
|
|
$
|
(149
|
)
|
Other comprehensive income/ (loss), net of tax:
|
|
|
|
||||
Change in unrealized gain/ (loss) on securities available for sale
|
9
|
|
|
(575
|
)
|
||
LESS: Realized gain/ (loss) on securities available for sale
|
7
|
|
|
256
|
|
||
Change in unrealized gain/ (loss) on securities available for sale
|
2
|
|
|
(831
|
)
|
||
Change in unrealized gain/ (loss) on cash flow hedges
|
(162
|
)
|
|
146
|
|
||
LESS: Amount of gain/ (loss) reclassified into net income
|
(243
|
)
|
|
(270
|
)
|
||
Change in unrealized gain/ (loss) on cash flow hedges
|
81
|
|
|
416
|
|
||
Change in unrealized gain/ (loss) on other
|
(141
|
)
|
|
42
|
|
||
Other comprehensive income (loss), net of tax
|
(58
|
)
|
|
(373
|
)
|
||
Total comprehensive income/ (loss) attributable to the Company, net
|
$
|
9,447
|
|
|
$
|
(522
|
)
|
|
Common
Stock
|
|
Preferred
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings/
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Income/
(Loss)
|
|
Total
|
||||||||||||
|
(In thousands, except share data)
|
||||||||||||||||||||||
Balance at December 31, 2010
|
$
|
76,307
|
|
|
$
|
58,089
|
|
|
$
|
652,288
|
|
|
$
|
(269,154
|
)
|
|
$
|
1,348
|
|
|
$
|
518,878
|
|
Net income/ (loss) attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
||||||
Other comprehensive income/ (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(373
|
)
|
|
(373
|
)
|
||||||
Dividends paid to common shareholders: $0.01 per share
|
—
|
|
|
—
|
|
|
(761
|
)
|
|
—
|
|
|
—
|
|
|
(761
|
)
|
||||||
Dividends paid to preferred shareholder
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
||||||
Net proceeds from issuance of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
711,399 shares of common stock
|
711
|
|
|
—
|
|
|
4,170
|
|
|
—
|
|
|
—
|
|
|
4,881
|
|
||||||
Shares through incentive stock grants, net of cancellations and forfeitures
|
(22
|
)
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of stock compensation and employee stock purchase plan
|
—
|
|
|
—
|
|
|
1,469
|
|
|
—
|
|
|
—
|
|
|
1,469
|
|
||||||
Stock options exercised
|
16
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
80
|
|
||||||
Tax deficiency from certain stock compensation awards
|
—
|
|
|
—
|
|
|
(1,221
|
)
|
|
—
|
|
|
—
|
|
|
(1,221
|
)
|
||||||
Other equity adjustments
|
—
|
|
|
—
|
|
|
(620
|
)
|
|
—
|
|
|
—
|
|
|
(620
|
)
|
||||||
Balance at March 31, 2011
|
$
|
77,012
|
|
|
$
|
58,089
|
|
|
$
|
655,338
|
|
|
$
|
(269,303
|
)
|
|
$
|
975
|
|
|
$
|
522,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2011
|
$
|
78,023
|
|
|
$
|
58,089
|
|
|
$
|
656,436
|
|
|
$
|
(230,017
|
)
|
|
$
|
3,594
|
|
|
$
|
566,125
|
|
Net income/ (loss) attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
9,505
|
|
|
—
|
|
|
9,505
|
|
||||||
Other comprehensive income/ (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(58
|
)
|
||||||
Dividends paid to common shareholders: $0.01 per share
|
—
|
|
|
—
|
|
|
(776
|
)
|
|
—
|
|
|
—
|
|
|
(776
|
)
|
||||||
Dividends paid to preferred shareholder
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
||||||
Repurchase of Carlyle warrants and Director's warrants
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
||||||
Net proceeds from issuance of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
98,500 shares of common stock
|
99
|
|
|
—
|
|
|
458
|
|
|
—
|
|
|
—
|
|
|
557
|
|
||||||
6,609 shares of incentive stock grants, net of cancellations and forfeitures
|
7
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of stock compensation and employee stock purchase plan
|
—
|
|
|
—
|
|
|
1,927
|
|
|
—
|
|
|
—
|
|
|
1,927
|
|
||||||
Stock options exercised
|
23
|
|
|
—
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
184
|
|
||||||
Tax deficiency from certain stock compensation awards
|
—
|
|
|
—
|
|
|
(952
|
)
|
|
—
|
|
|
—
|
|
|
(952
|
)
|
||||||
Other equity adjustments
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
||||||
Balance at March 31, 2012
|
$
|
78,152
|
|
|
$
|
58,089
|
|
|
$
|
642,276
|
|
|
$
|
(220,512
|
)
|
|
$
|
3,536
|
|
|
$
|
561,541
|
|
|
Three Months Ended March 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income/ (loss) attributable to the Company
|
$
|
9,505
|
|
|
$
|
(149
|
)
|
Adjustments to arrive at net income/ (loss) from continuing operations
|
|
|
|
||||
Net income attributable to noncontrolling interests
|
793
|
|
|
747
|
|
||
Net (income)/ loss from discontinued operations
|
(1,554
|
)
|
|
(1,663
|
)
|
||
Net income/ (loss) from continuing operations
|
8,744
|
|
|
(1,065
|
)
|
||
Adjustments to reconcile net income/ (loss) from continuing operations to net cash provided by/ (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
4,960
|
|
|
4,765
|
|
||
Net income attributable to noncontrolling interests
|
(793
|
)
|
|
(747
|
)
|
||
Equity issued as compensation
|
1,927
|
|
|
1,469
|
|
||
Provision for loan losses
|
4,000
|
|
|
13,350
|
|
||
Loans originated for sale
|
(34,218
|
)
|
|
(22,665
|
)
|
||
Proceeds from sale of loans held for sale
|
42,981
|
|
|
27,838
|
|
||
Gain on the repurchase of debt
|
(879
|
)
|
|
—
|
|
||
Deferred income tax expense/ (benefit)
|
674
|
|
|
1,801
|
|
||
Net decrease/ (increase) in other operating activities
|
(9,296
|
)
|
|
(20,214
|
)
|
||
Net cash provided by/ (used in) operating activities of continuing operations
|
18,100
|
|
|
4,532
|
|
||
Net cash provided by/ (used in) operating activities of discontinued operations
|
1,090
|
|
|
1,642
|
|
||
Net cash provided by/ (used in) operating activities
|
19,190
|
|
|
6,174
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Investment securities available for sale:
|
|
|
|
||||
Purchases
|
(102,353
|
)
|
|
(195,874
|
)
|
||
Sales
|
4,359
|
|
|
82,102
|
|
||
Maturities, redemptions, and principal payments
|
115,079
|
|
|
121,177
|
|
||
(Investments)/ distributions in trusts, net
|
(591
|
)
|
|
(336
|
)
|
||
(Purchase)/ redemption of Federal Home Loan Banks stock
|
1,075
|
|
|
521
|
|
||
Net (increase)/ decrease in portfolio loans
|
(200,414
|
)
|
|
8,910
|
|
||
Proceeds from sale of OREO
|
1,176
|
|
|
4,861
|
|
||
Proceeds from sale and repayments of non-strategic loan portfolio, net of advances
|
—
|
|
|
1,000
|
|
||
Capital expenditures, net of sale proceeds
|
(1,864
|
)
|
|
(1,263
|
)
|
||
Cash received from dispositions
|
—
|
|
|
2,752
|
|
||
Net cash provided by/ (used in) investing activities of continuing operations
|
(183,533
|
)
|
|
23,850
|
|
||
Net cash provided by/ (used in) investing activities of discontinued operations
|
(21
|
)
|
|
—
|
|
||
Net cash provided by/ (used in) investing activities
|
(183,554
|
)
|
|
23,850
|
|
||
(Continued)
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Cash flows from financing activities:
|
|
|
|
||||
Net increase in deposits
|
72,040
|
|
|
53,464
|
|
||
Net (decrease)/ increase in securities sold under agreements to repurchase
|
(22,240
|
)
|
|
(131,320
|
)
|
||
Net (decrease)/ increase in short-term Federal Home Loan Bank borrowings
|
70,000
|
|
|
(10,000
|
)
|
||
Advances of long-term Federal Home Loan Bank borrowings
|
15,000
|
|
|
15,000
|
|
||
Repayments of long-term Federal Home Loan Bank borrowings
|
(24,276
|
)
|
|
(85,868
|
)
|
||
Repurchase of debt
|
(2,420
|
)
|
|
—
|
|
||
Dividends paid to common shareholders
|
(776
|
)
|
|
(761
|
)
|
||
Dividends paid to preferred shareholder
|
(73
|
)
|
|
(73
|
)
|
||
Repurchase of warrants
|
(15,000
|
)
|
|
—
|
|
||
Tax deficiency from certain stock compensation awards
|
(952
|
)
|
|
(1,221
|
)
|
||
Proceeds from stock option exercises
|
184
|
|
|
80
|
|
||
Proceeds from issuance of common stock, net
|
557
|
|
|
591
|
|
||
Other equity adjustments
|
102
|
|
|
(620
|
)
|
||
Net cash provided by/ (used in) financing activities of continuing operations
|
92,146
|
|
|
(160,728
|
)
|
||
Net cash provided by/ (used in) financing activities of discontinued operations
|
—
|
|
|
—
|
|
||
Net cash provided by/ (used in) financing activities
|
92,146
|
|
|
(160,728
|
)
|
||
Net increase/ (decrease) in cash and cash equivalents
|
(72,218
|
)
|
|
(130,704
|
)
|
||
Cash and cash equivalents at beginning of year
|
203,354
|
|
|
494,433
|
|
||
Cash and cash equivalents at end of period
|
$
|
131,136
|
|
|
$
|
363,729
|
|
Supplementary schedule of non-cash investing and financing activities:
|
|
|
|
||||
Cash paid for interest
|
$
|
11,165
|
|
|
$
|
13,623
|
|
Cash paid for income taxes, net of (refunds received)
|
996
|
|
|
13,605
|
|
||
Change in unrealized gain/ (loss) on securities available for sale, net of tax
|
2
|
|
|
(831
|
)
|
||
Change in unrealized gain/ (loss) on cash flow hedges, net of tax
|
81
|
|
|
416
|
|
||
Change in unrealized gain/ (loss) on other, net of tax
|
(141
|
)
|
|
42
|
|
||
Non-cash transactions:
|
|
|
|
||||
Held to maturity investments transferred to available for sale or other investments at fair value
|
—
|
|
|
500
|
|
||
Loans transferred into other real estate owned from held for sale or portfolio
|
—
|
|
|
3,311
|
|
||
Loans transferred into/ (out of) held for sale from/ (to) portfolio
|
—
|
|
|
(526
|
)
|
||
Equity issued for acquisitions, including deferred acquisition obligations
|
—
|
|
|
4,290
|
|
1.
|
Basis of Presentation and Summary of Significant Accounting Policies
|
2.
|
Earnings Per Share
|
|
For the three months
ended March 31,
|
||||||
|
2012
|
|
2011
|
||||
(In thousands, except share and per share data)
|
|
|
|
||||
Basic earnings/ (loss) per share - Numerator:
|
|
|
|
||||
Net income/ (loss) from continuing operations
|
$
|
8,744
|
|
|
$
|
(1,065
|
)
|
Less: Net income attributable to noncontrolling interests
|
793
|
|
|
747
|
|
||
Net income/ (loss) from continuing operations attributable to the Company
|
7,951
|
|
|
(1,812
|
)
|
||
Decrease/ (increase) in noncontrolling interests' redemption values (1)
|
(86
|
)
|
|
(203
|
)
|
||
Dividends on participating securities
|
(92
|
)
|
|
(73
|
)
|
||
Total adjustments to income attributable to common shareholders
|
(178
|
)
|
|
(276
|
)
|
||
Net income/ (loss) from continuing operations attributable to common shareholders, before allocation to participating securities
|
7,773
|
|
|
(2,088
|
)
|
||
Less: Amount allocated to participating securities
|
(763
|
)
|
|
—
|
|
||
Net income/ (loss) from continuing operations attributable to common shareholders, after allocation to participating securities
|
$
|
7,010
|
|
|
$
|
(2,088
|
)
|
Net income/ (loss) from discontinued operations, before allocation to participating securities
|
$
|
1,554
|
|
|
$
|
1,663
|
|
Less: Amount allocated to participating securities
|
(169
|
)
|
|
—
|
|
||
Net income/ (loss) from discontinued operations, after allocation to participating securities
|
$
|
1,385
|
|
|
$
|
1,663
|
|
Net income/ (loss) attributable to common shareholders, before allocation to participating securities
|
$
|
9,327
|
|
|
$
|
(425
|
)
|
Less: Amount allocated to participating securities
|
(932
|
)
|
|
—
|
|
||
Net income/ (loss) attributable to common shareholders, after allocation to participating securities
|
$
|
8,395
|
|
|
$
|
(425
|
)
|
|
|
|
|
||||
Basic earnings/ (loss) per share - Denominator:
|
|
|
|
||||
Weighted average basic common shares outstanding
|
75,632,980
|
|
|
74,670,533
|
|
||
Per share data - Basic earnings/ (loss) per share from:
|
|
|
|
||||
Continuing operations
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
$
|
0.02
|
|
|
$
|
0.02
|
|
Total attributable to common shareholders
|
$
|
0.11
|
|
|
$
|
(0.01
|
)
|
Diluted earnings/ (loss) per share - Numerator:
|
|
|
|
||||
Net income/ (loss) from continuing operations attributable to common shareholders
|
$
|
7,010
|
|
|
$
|
(2,088
|
)
|
Add back: income allocated to dilutive securities
|
—
|
|
|
—
|
|
||
Net income/ (loss) from continuing operations attributable to common shareholders, after assumed dilution
|
7,010
|
|
|
(2,088
|
)
|
||
Net income/ (loss) from discontinued operations
|
1,385
|
|
|
1,663
|
|
||
Net income/ (loss) attributable to common shareholders, after assumed dilution
|
$
|
8,395
|
|
|
$
|
(425
|
)
|
Diluted earnings/ (loss) per share - Denominator:
|
|
|
|
||||
Weighted average basic common shares outstanding
|
75,632,980
|
|
|
74,670,533
|
|
||
Dilutive effect of:
|
|
|
|
||||
Stock options and performance-based restricted stock(2)
|
453,626
|
|
|
—
|
|
||
Warrants to purchase common stock (2)
|
346,245
|
|
|
—
|
|
||
Dilutive common shares
|
799,871
|
|
|
—
|
|
||
Weighted average diluted common shares outstanding (2)
|
76,432,851
|
|
|
74,670,533
|
|
||
Per share data - Diluted earnings/ (loss) per share from:
|
|
|
|
||||
Continuing operations
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
$
|
0.02
|
|
|
$
|
0.02
|
|
Total attributable to common shareholders
|
$
|
0.11
|
|
|
$
|
(0.01
|
)
|
Dividends per share declared on common stock
|
$
|
0.01
|
|
|
$
|
0.01
|
|
(1)
|
See Part II. Item 8. "Financial Statements and Supplementary Data—Note 16: Noncontrolling Interests" in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 for a description of the redemption values related to the redeemable noncontrolling interests. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480,
Distinguishing Liabilities from Equity
("ASC 480"), an increase in redemption value from period to period reduces income attributable to common shareholders. Decreases in redemption value from period to period increase income attributable to common shareholders, but only to the extent that the cumulative change in redemption value remains a cumulative increase since adoption of this standard in the first quarter of 2009.
|
(2)
|
The diluted EPS computations for the three month periods ended March 31, 2012 and 2011 do not assume the conversion, exercise, or contingent issuance of the following shares for these periods because the result would have been anti-dilutive for the periods indicated. As a result of the anti-dilution, the potential common shares excluded from the diluted EPS computation are as follows:
|
|
For the three months
ended March 31,
|
||||
|
2012
|
|
2011
|
||
Shares excluded due to anti-dilution (treasury method):
|
(In thousands)
|
||||
Potential common shares from:
|
|
|
|
||
Convertible trust preferred securities (a)
|
1,399
|
|
|
1,860
|
|
Conversion of the Series B Preferred stock
|
—
|
|
|
7,261
|
|
Exercise or contingent issuance of options or other dilutive securities (b)
|
—
|
|
|
725
|
|
Exercise or contingent issuance of warrants (c)
|
—
|
|
|
259
|
|
Total shares excluded due to anti-dilution
|
1,399
|
|
|
10,105
|
|
|
|
|
|
||
Shares excluded due to exercise price exceeding the average market price of common shares during the period (total outstanding):
|
|
|
|
||
Potential common shares from:
|
|
|
|
||
Options, restricted stock, or other dilutive securities (b)
|
2,495
|
|
|
3,802
|
|
Warrants (c)
|
—
|
|
|
2,888
|
|
Total shares excluded due to exercise price exceeding the average market price of common shares during the period
|
2,495
|
|
|
6,690
|
|
(a)
|
If the effect of the conversion of the trust preferred securities would have been dilutive, interest expense, net of tax, related to the convertible trust preferred securities of $0.3 million and $0.4 million for the three month periods ended March 31, 2012 and 2011, respectively, would have been added back to net income/ (loss) attributable to common shareholders for diluted EPS computations for the periods presented.
|
(b)
|
Options to purchase shares of common stock, non-participating restricted stock, and other dilutive securities that were outstanding at period ends were not included in the computation of diluted EPS or in the above anti-dilution table because their exercise or conversion prices were greater than the average market price of the common shares during the respective period. Shares excluded from the diluted EPS computation are listed in the second table above for each respective period.
|
(c)
|
Certain warrants to purchase shares of common stock that were outstanding at period ends were not included in the computations of diluted EPS because the warrants' exercise price was greater than the average market price of the common shares during the respective period. Shares excluded from the diluted EPS computation are listed in the second table above for each respective period. See Part II. Item 8. "Financial Statements and Supplementary Data—Note 27: Subsequent Events" in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 for a discussion of the 2012 repurchase of the Carlyle Warrants and the Carlyle Director's Warrants.
|
3.
|
Reportable segments
|
|
For the three months ended March 31,
|
||||||||||||||||||||||
|
Net interest income
|
|
Non-interest income
|
|
Total revenues
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Total Bank(s) (1)
|
$
|
46,441
|
|
|
$
|
45,509
|
|
|
$
|
7,654
|
|
|
$
|
8,600
|
|
|
$
|
54,095
|
|
|
$
|
54,109
|
|
Total Investment Managers
|
7
|
|
|
33
|
|
|
9,484
|
|
|
10,132
|
|
|
9,491
|
|
|
10,165
|
|
||||||
Total Wealth Advisors (2)
|
7
|
|
|
5
|
|
|
9,237
|
|
|
8,433
|
|
|
9,244
|
|
|
8,438
|
|
||||||
Total Segments
|
46,455
|
|
|
45,547
|
|
|
26,375
|
|
|
27,165
|
|
|
72,830
|
|
|
72,712
|
|
||||||
Holding Company and Eliminations
|
(1,687
|
)
|
|
(1,836
|
)
|
|
1,079
|
|
|
1,291
|
|
|
(608
|
)
|
|
(545
|
)
|
||||||
Total Company
|
$
|
44,768
|
|
|
$
|
43,711
|
|
|
$
|
27,454
|
|
|
$
|
28,456
|
|
|
$
|
72,222
|
|
|
$
|
72,167
|
|
|
For the three months ended March 31,
|
||||||||||||||||||||||
|
Non-interest expense (3)
|
|
Income tax expense/(benefit)
|
|
Net income/ (loss) from
continuing operations
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Total Bank(s) (1)
|
$
|
35,634
|
|
|
$
|
38,274
|
|
|
$
|
4,649
|
|
|
$
|
(274
|
)
|
|
$
|
9,812
|
|
|
$
|
2,759
|
|
Total Investment Managers
|
7,644
|
|
|
7,885
|
|
|
618
|
|
|
737
|
|
|
1,229
|
|
|
1,543
|
|
||||||
Total Wealth Advisors (2)
|
6,727
|
|
|
6,450
|
|
|
924
|
|
|
695
|
|
|
1,593
|
|
|
1,293
|
|
||||||
Total Segments
|
50,005
|
|
|
52,609
|
|
|
6,191
|
|
|
1,158
|
|
|
12,634
|
|
|
5,595
|
|
||||||
Holding Company and Eliminations
|
5,622
|
|
|
7,452
|
|
|
(2,340
|
)
|
|
(1,337
|
)
|
|
(3,890
|
)
|
|
(6,660
|
)
|
||||||
Total Company
|
$
|
55,627
|
|
|
$
|
60,061
|
|
|
$
|
3,851
|
|
|
$
|
(179
|
)
|
|
$
|
8,744
|
|
|
$
|
(1,065
|
)
|
|
For the three months ended March 31,
|
||||||||||||||||||||||
|
Net income/ (loss)
attributable to
noncontrolling interests
|
|
Net income/ (loss)
attributable to
the Company (4)
|
|
Amortization of intangibles
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Total Bank(s) (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,812
|
|
|
$
|
2,759
|
|
|
$
|
26
|
|
|
$
|
56
|
|
Total Investment Managers
|
395
|
|
|
380
|
|
|
834
|
|
|
1,163
|
|
|
800
|
|
|
830
|
|
||||||
Total Wealth Advisors (2)
|
398
|
|
|
367
|
|
|
1,195
|
|
|
926
|
|
|
264
|
|
|
273
|
|
||||||
Total Segments
|
793
|
|
|
747
|
|
|
11,841
|
|
|
4,848
|
|
|
1,090
|
|
|
1,159
|
|
||||||
Holding Company and Eliminations
|
—
|
|
|
—
|
|
|
(2,336
|
)
|
|
(4,997
|
)
|
|
—
|
|
|
—
|
|
||||||
Total Company
|
$
|
793
|
|
|
$
|
747
|
|
|
$
|
9,505
|
|
|
$
|
(149
|
)
|
|
$
|
1,090
|
|
|
$
|
1,159
|
|
|
As of March 31,
|
|
For the three months ended March 31,
|
||||||||||||||||||||
|
Assets
|
|
AUM (5)
|
|
Depreciation
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
(In thousands)
|
|
(In millions)
|
|
(In thousands)
|
||||||||||||||||||
Total Bank(s) (1)
|
$
|
5,939,691
|
|
|
$
|
5,775,955
|
|
|
$
|
3,696
|
|
|
$
|
3,670
|
|
|
$
|
1,458
|
|
|
$
|
1,383
|
|
Total Investment Managers
|
105,640
|
|
|
114,682
|
|
|
8,047
|
|
|
8,437
|
|
|
62
|
|
|
69
|
|
||||||
Total Wealth Advisors (2)
|
66,880
|
|
|
66,319
|
|
|
7,579
|
|
|
7,071
|
|
|
88
|
|
|
86
|
|
||||||
Total Segments
|
6,112,211
|
|
|
5,956,956
|
|
|
19,322
|
|
|
19,178
|
|
|
1,608
|
|
|
1,538
|
|
||||||
Holding Company and Eliminations
|
36,351
|
|
|
26,365
|
|
|
(20
|
)
|
|
(20
|
)
|
|
45
|
|
|
52
|
|
||||||
Total Company
|
$
|
6,148,562
|
|
|
$
|
5,983,321
|
|
|
$
|
19,302
|
|
|
$
|
19,158
|
|
|
$
|
1,653
|
|
|
$
|
1,590
|
|
(1)
|
In the second quarter of 2011, the Company merged its four Private Banking affiliates into one bank operating under the charter of Boston Private Bank. See Part I. Item 1. "Notes to Unaudited Consolidated Financial Statements - Note 1: Basis of Presentation and Summary of Significant Accounting Policies" for additional details.
|
(2)
|
In the first quarter of 2012, the Company announced the sale of its Wealth Advisory affiliate, DTC. This sale is expected to close in the second quarter of 2012. Accordingly, current and prior period results for DTC have been reclassified into discontinued operations and are included with Holding Company and Eliminations in the tables above.
|
(3)
|
Non-interest expense for the three months ended
March 31, 2012
and
2011
includes
$0.1 million
and
$2.0 million
, respectively, of restructuring expense. Restructuring expenses have been incurred in the Private Banking segment as well as at the Holding Company.
|
(4)
|
Net income/ (loss) from discontinued operations for the three months ended
March 31, 2012
, and
2011
of
$1.6 million
, and
$1.7 million
, respectively, are included in Holding Company and Eliminations in the calculation of net loss attributable to the Company.
|
(5)
|
"AUM" represents Assets Under Management and Advisory at the affiliates. AUM at DTC have been removed since DTC operations are classified with discontinued operations.
|
4.
|
Investments
|
|
Amortized
Cost
|
|
Unrealized
|
|
Fair
Value
|
||||||||||
Gains
|
|
Losses
|
|
||||||||||||
(In thousands)
|
|||||||||||||||
At March 31, 2012:
|
|
|
|
|
|
|
|
||||||||
Available for sale securities at fair value:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
$
|
12,687
|
|
|
$
|
1
|
|
|
$
|
(22
|
)
|
|
$
|
12,666
|
|
Government-sponsored entities
|
348,124
|
|
|
1,282
|
|
|
(273
|
)
|
|
349,133
|
|
||||
Corporate bonds
|
4,966
|
|
|
—
|
|
|
(16
|
)
|
|
4,950
|
|
||||
Municipal bonds
|
195,382
|
|
|
3,718
|
|
|
(132
|
)
|
|
198,968
|
|
||||
Mortgage-backed securities (1)
|
252,855
|
|
|
6,687
|
|
|
(215
|
)
|
|
259,327
|
|
||||
Other
|
455
|
|
|
129
|
|
|
(14
|
)
|
|
570
|
|
||||
Total
|
$
|
814,469
|
|
|
$
|
11,817
|
|
|
$
|
(672
|
)
|
|
$
|
825,614
|
|
|
|
|
|
|
|
|
|
||||||||
At December 31, 2011:
|
|
|
|
|
|
|
|
||||||||
Available for sale securities at fair value:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
$
|
4,603
|
|
|
$
|
20
|
|
|
$
|
(21
|
)
|
|
$
|
4,602
|
|
Government-sponsored entities
|
378,055
|
|
|
1,458
|
|
|
(90
|
)
|
|
379,423
|
|
||||
Corporate bonds
|
4,953
|
|
|
—
|
|
|
(41
|
)
|
|
4,912
|
|
||||
Municipal bonds
|
196,961
|
|
|
3,733
|
|
|
(19
|
)
|
|
200,675
|
|
||||
Mortgage-backed securities (1)
|
248,329
|
|
|
6,403
|
|
|
(388
|
)
|
|
254,344
|
|
||||
Other
|
474
|
|
|
95
|
|
|
(29
|
)
|
|
540
|
|
||||
Total
|
$
|
833,375
|
|
|
$
|
11,709
|
|
|
$
|
(588
|
)
|
|
$
|
844,496
|
|
(1)
|
All mortgage-backed securities are guaranteed by U.S. government agencies or Government-sponsored entities.
|
|
Available for Sale Securities
|
||||||
Amortized
cost
|
|
Fair
value
|
|||||
(In thousands)
|
|||||||
Within one year
|
$
|
27,982
|
|
|
$
|
28,224
|
|
After one, but within five years
|
448,591
|
|
|
452,732
|
|
||
After five, but within ten years
|
101,210
|
|
|
101,925
|
|
||
Greater than ten years
|
236,686
|
|
|
242,733
|
|
||
Total
|
$
|
814,469
|
|
|
$
|
825,614
|
|
|
For the three months
ended March 31,
|
||||||
2012
|
|
2011
|
|||||
(In thousands)
|
|||||||
Proceeds from sales
|
$
|
4,359
|
|
|
$
|
82,102
|
|
Realized gains
|
16
|
|
|
656
|
|
||
Realized losses
|
(3
|
)
|
|
(237
|
)
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
|||||||||||||||||||||
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
# of
securities
|
|||||||||||||
Available for sale securities
|
(In thousands)
|
|||||||||||||||||||||||||
U.S. government and agencies
|
$
|
3,204
|
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,204
|
|
|
$
|
(22
|
)
|
|
2
|
|
Government-sponsored entities
|
66,893
|
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
66,893
|
|
|
(273
|
)
|
|
9
|
|
||||||
Corporate bonds
|
4,950
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
4,950
|
|
|
(16
|
)
|
|
1
|
|
||||||
Municipal bonds
|
11,807
|
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
|
11,807
|
|
|
(132
|
)
|
|
10
|
|
||||||
Mortgage-backed securities
|
39,262
|
|
|
(193
|
)
|
|
2,982
|
|
|
(22
|
)
|
|
42,244
|
|
|
(215
|
)
|
|
9
|
|
||||||
Other
|
69
|
|
|
(12
|
)
|
|
17
|
|
|
(2
|
)
|
|
86
|
|
|
(14
|
)
|
|
13
|
|
||||||
Total
|
$
|
126,185
|
|
|
$
|
(648
|
)
|
|
$
|
2,999
|
|
|
$
|
(24
|
)
|
|
$
|
129,184
|
|
|
$
|
(672
|
)
|
|
44
|
|
5.
|
Fair Value Measurements
|
|
At
March 31, 2012
|
|
Fair value measurements at reporting date using:
|
||||||||||||
Quoted prices in
active markets
for identical
assets (Level 1)
|
|
Significant
other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|||||||||||
(In thousands)
|
|||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
$
|
12,666
|
|
|
$
|
9,463
|
|
|
$
|
3,203
|
|
|
$
|
—
|
|
Government-sponsored entities
|
349,133
|
|
|
—
|
|
|
349,133
|
|
|
—
|
|
||||
Corporate bonds
|
4,950
|
|
|
—
|
|
|
4,950
|
|
|
—
|
|
||||
Municipal bonds
|
198,968
|
|
|
—
|
|
|
198,968
|
|
|
—
|
|
||||
Mortgage-backed securities
|
259,327
|
|
|
—
|
|
|
259,327
|
|
|
—
|
|
||||
Other
|
570
|
|
|
570
|
|
|
—
|
|
|
—
|
|
||||
Total available for sale securities
|
825,614
|
|
|
10,033
|
|
|
815,581
|
|
|
—
|
|
||||
Derivatives - interest rate customer swaps
|
3,930
|
|
|
—
|
|
|
3,930
|
|
|
—
|
|
||||
Derivatives - customer foreign exchange forward
|
51
|
|
|
—
|
|
|
51
|
|
|
—
|
|
||||
Other investments
|
5,821
|
|
|
5,082
|
|
|
739
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives - interest rate customer swaps
|
$
|
4,008
|
|
|
$
|
—
|
|
|
$
|
4,008
|
|
|
$
|
—
|
|
Derivatives - customer foreign exchange forward
|
51
|
|
|
—
|
|
|
51
|
|
|
—
|
|
||||
Derivatives - junior subordinated debenture interest rate swap
|
5,170
|
|
|
—
|
|
|
5,170
|
|
|
—
|
|
|
|
|
Fair value measurements at reporting date using:
|
||||||||||||
At
December 31,
2011
|
|
Quoted prices in
active markets
for identical
assets (Level 1)
|
|
Significant
other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|||||||||
(In thousands)
|
|||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Available for sale securities
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
$
|
4,602
|
|
|
$
|
1,002
|
|
|
$
|
3,600
|
|
|
$
|
—
|
|
Government-sponsored entities
|
379,423
|
|
|
—
|
|
|
379,423
|
|
|
—
|
|
||||
Corporate bonds
|
4,912
|
|
|
—
|
|
|
4,912
|
|
|
—
|
|
||||
Municipal bonds
|
200,675
|
|
|
—
|
|
|
200,675
|
|
|
—
|
|
||||
Mortgage-backed securities
|
254,344
|
|
|
—
|
|
|
254,344
|
|
|
—
|
|
||||
Other
|
540
|
|
|
540
|
|
|
—
|
|
|
—
|
|
||||
Total available for sale securities
|
844,496
|
|
|
1,542
|
|
|
842,954
|
|
|
—
|
|
||||
Derivatives - interest rate customer swaps
|
4,207
|
|
|
—
|
|
|
4,207
|
|
|
—
|
|
||||
Derivatives - customer foreign exchange forward
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Other investments
|
5,317
|
|
|
4,493
|
|
|
824
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives - interest rate customer swaps
|
$
|
4,366
|
|
|
$
|
—
|
|
|
$
|
4,366
|
|
|
$
|
—
|
|
Derivatives - customer foreign exchange forward
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Derivatives - junior subordinated debenture interest rate swap
|
5,308
|
|
|
—
|
|
|
5,308
|
|
|
—
|
|
|
Balance at
January 1, 2012
|
|
Purchase, (sales),
issuances and
(settlements), net
|
|
Transfers
into (out of)
Level 3
|
|
Unrealized
gains
(losses)
|
|
Amortization
|
|
Balance at
March 31, 2012
|
||||||||||||
(In thousands)
|
|||||||||||||||||||||||
Other available for sale investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Level 3 assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Balance at
January 1, 2011
|
|
Purchase, (sales),
issuances and
(settlements), net
|
|
Transfers
into (out of)
Level 3
|
|
Unrealized
gains
(losses)
|
|
Amortization
|
|
Balance at March 31, 2011
|
||||||||||||
(In thousands)
|
|||||||||||||||||||||||
Other available for sale investments
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750
|
|
Total Level 3 assets
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750
|
|
|
March 31, 2012
|
|
Fair value measurements recorded during the three months ended:
|
||||||||||||
Quoted prices in
active markets
for identical
assets (Level 1)
|
|
Significant other
observable inputs
(Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|||||||||||
(In thousands)
|
|||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Impaired loans (1)
|
$
|
4,894
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,894
|
|
OREO (2)
|
198
|
|
|
—
|
|
|
—
|
|
|
198
|
|
||||
|
$
|
5,092
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,092
|
|
(1)
|
Collateral-dependent impaired loans held at March 31, 2012 that had write-downs in fair value or whose specific reserve changed during the first quarter of 2012.
|
(2)
|
One OREO property held at March 31, 2012 had a write-down during the first quarter of 2012.
|
(1)
|
Collateral-dependent impaired loans held at March 31, 2011 that had write-downs in fair value or whose specific reserve changed during the first quarter of 2011.
|
(2)
|
Two OREO properties
held at March 31, 2011 had write-downs during the first quarter of 2011.
|
|
March 31, 2012
|
||||||||||
|
Fair Value
|
|
Valuation
technique
|
|
Unobservable
Input
|
|
Range of
Inputs
Utilized
|
|
Weighted
Average of
Inputs
Utilized
|
||
|
(In thousands)
|
|
|
||||||||
Impaired Loans
|
$
|
4,894
|
|
|
Appraisals of Collateral
|
|
Discount for costs to sell
|
|
7% - 25%
|
|
9%
|
Appraisal adjustments
|
|
0% - 25%
|
|
5%
|
|||||||
OREO
|
$
|
198
|
|
|
Appraisals of Collateral
|
|
Discount for costs to sell
|
|
9%
|
|
9%
|
Appraisal adjustments
|
|
—%
|
|
—%
|
|
March 31, 2012
|
||||||||||||||||||
Book Value
|
|
Fair Value
|
|
Quoted prices in
active markets for identical assets (Level 1) |
|
Significant other
observable inputs (Level 2) |
|
Significant
unobservable inputs (Level 3) |
|||||||||||
(In thousands)
|
|
|
|||||||||||||||||
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
131,136
|
|
|
$
|
131,136
|
|
|
$
|
131,136
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans, net (including loans held for sale)
|
4,754,873
|
|
|
4,795,625
|
|
|
—
|
|
|
—
|
|
|
4,795,625
|
|
|||||
Other financial assets
|
120,335
|
|
|
120,335
|
|
|
—
|
|
|
120,335
|
|
|
—
|
|
|||||
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
4,602,451
|
|
|
4,606,940
|
|
|
—
|
|
|
4,606,940
|
|
|
—
|
|
|||||
Securities sold under agreements to repurchase
|
108,551
|
|
|
111,295
|
|
|
—
|
|
|
111,295
|
|
|
—
|
|
|||||
Federal Home Loan Bank borrowings
|
582,551
|
|
|
607,305
|
|
|
—
|
|
|
607,305
|
|
|
—
|
|
|||||
Junior subordinated debentures
|
178,645
|
|
|
166,701
|
|
|
—
|
|
|
166,701
|
|
|
—
|
|
|||||
Other financial liabilities
|
11,541
|
|
|
11,541
|
|
|
—
|
|
|
11,541
|
|
|
—
|
|
|
December 31, 2011
|
||||||
Book Value
|
|
Fair Value
|
|||||
(In thousands)
|
|||||||
FINANCIAL ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
203,354
|
|
|
$
|
203,354
|
|
Loans, net (including loans held for sale)
|
4,567,183
|
|
|
4,631,890
|
|
||
Other financial assets
|
120,097
|
|
|
120,097
|
|
||
FINANCIAL LIABILITIES:
|
|
|
|
||||
Deposits
|
4,530,411
|
|
|
4,538,137
|
|
||
Securities sold under agreements to repurchase
|
130,791
|
|
|
133,660
|
|
||
Federal Home Loan Bank borrowings
|
521,827
|
|
|
547,584
|
|
||
Junior subordinated debentures
|
182,053
|
|
|
165,242
|
|
||
Other financial liabilities
|
11,388
|
|
|
11,388
|
|
6.
|
Loans Receivable and Credit Quality
|
|
March 31, 2012
|
|
December 31, 2011
|
||||
|
(In thousands)
|
||||||
Commercial and industrial
|
$
|
727,161
|
|
|
$
|
687,102
|
|
Commercial real estate
|
1,777,170
|
|
|
1,669,220
|
|
||
Construction and land
|
149,655
|
|
|
153,709
|
|
||
Residential
|
1,879,148
|
|
|
1,823,403
|
|
||
Home equity
|
138,958
|
|
|
143,698
|
|
||
Consumer and other
|
176,956
|
|
|
174,096
|
|
||
Total
|
$
|
4,849,048
|
|
|
$
|
4,651,228
|
|
|
March 31, 2012
|
|
December 31, 2011
|
||||
|
(In thousands)
|
||||||
Commercial and industrial
|
$
|
7,665
|
|
|
$
|
3,759
|
|
Commercial real estate
|
34,552
|
|
|
38,581
|
|
||
Construction and land
|
7,281
|
|
|
7,772
|
|
||
Residential
|
22,570
|
|
|
17,513
|
|
||
Home equity
|
491
|
|
|
457
|
|
||
Consumer and other
|
107
|
|
|
27
|
|
||
Total
|
$
|
72,666
|
|
|
$
|
68,109
|
|
|
March 31, 2012
|
|||||||||||||||||||||||||||||
|
Accruing Past Due
|
|
Nonaccrual Loans
|
|
|
|
|
|||||||||||||||||||||||
|
30-59 Days Past Due
|
60-89 Days Past Due
|
Total Accruing Past Due (1)
|
|
Current Payment Status
|
30-89 Days Past Due
|
90 Days or Greater Past Due
|
Total Non-Accrual Loans
|
|
Current Accruing Loans
|
|
Total Loans Receivable
|
||||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||||||
Commercial and industrial
|
$
|
3,628
|
|
$
|
203
|
|
$
|
3,831
|
|
|
$
|
5,637
|
|
$
|
1,607
|
|
$
|
421
|
|
$
|
7,665
|
|
|
$
|
715,665
|
|
|
$
|
727,161
|
|
Commercial real estate
|
7,604
|
|
3,419
|
|
11,023
|
|
|
28,856
|
|
1,220
|
|
4,476
|
|
34,552
|
|
|
1,731,595
|
|
|
1,777,170
|
|
|||||||||
Construction and land
|
48
|
|
247
|
|
327
|
|
|
4,349
|
|
172
|
|
2,760
|
|
7,281
|
|
|
142,047
|
|
|
149,655
|
|
|||||||||
Residential
|
5,560
|
|
—
|
|
5,560
|
|
|
6,018
|
|
5,109
|
|
11,443
|
|
22,570
|
|
|
1,851,018
|
|
|
1,879,148
|
|
|||||||||
Home equity
|
129
|
|
—
|
|
129
|
|
|
131
|
|
—
|
|
360
|
|
491
|
|
|
138,338
|
|
|
138,958
|
|
|||||||||
Consumer and other
|
506
|
|
13
|
|
519
|
|
|
2
|
|
—
|
|
105
|
|
107
|
|
|
176,330
|
|
|
176,956
|
|
|||||||||
Total
|
$
|
17,475
|
|
$
|
3,882
|
|
$
|
21,389
|
|
|
$
|
44,993
|
|
$
|
8,108
|
|
$
|
19,565
|
|
$
|
72,666
|
|
|
$
|
4,754,993
|
|
|
$
|
4,849,048
|
|
(1)
|
Includes an additional $32 thousand of accruing construction and land loans that are 90 days or greater past due.
|
|
December 31, 2011
|
|||||||||||||||||||||||||||||||
|
Accruing Past Due
|
|
Nonaccrual Loans
|
|
|
|
|
|||||||||||||||||||||||||
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
Total Accruing Past Due (1)
|
|
Current Payment Status
|
30-89 Days Past Due
|
90 Days or Greater Past Due
|
Total Non-Accrual Loans
|
|
Current Accruing Loans
|
|
Total Loans Receivable
|
||||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||||||||
Commercial and industrial
|
$
|
1,284
|
|
|
$
|
364
|
|
|
$
|
1,648
|
|
|
$
|
2,866
|
|
$
|
566
|
|
$
|
327
|
|
$
|
3,759
|
|
|
$
|
681,695
|
|
|
$
|
687,102
|
|
Commercial real estate
|
6,779
|
|
|
2,136
|
|
|
8,915
|
|
|
32,096
|
|
2,310
|
|
4,175
|
|
38,581
|
|
|
1,621,724
|
|
|
1,669,220
|
|
|||||||||
Construction and land
|
48
|
|
|
26
|
|
|
106
|
|
|
4,825
|
|
172
|
|
2,775
|
|
7,772
|
|
|
145,831
|
|
|
153,709
|
|
|||||||||
Residential
|
8,997
|
|
|
5,410
|
|
|
14,407
|
|
|
7,236
|
|
1,849
|
|
8,428
|
|
17,513
|
|
|
1,791,483
|
|
|
1,823,403
|
|
|||||||||
Home equity
|
1,223
|
|
|
—
|
|
|
1,223
|
|
|
131
|
|
—
|
|
326
|
|
457
|
|
|
142,018
|
|
|
143,698
|
|
|||||||||
Consumer and other
|
689
|
|
|
1
|
|
|
690
|
|
|
3
|
|
—
|
|
24
|
|
27
|
|
|
173,379
|
|
|
174,096
|
|
|||||||||
Total
|
$
|
19,020
|
|
|
$
|
7,937
|
|
|
$
|
26,989
|
|
|
$
|
47,157
|
|
$
|
4,897
|
|
$
|
16,055
|
|
$
|
68,109
|
|
|
$
|
4,556,130
|
|
|
$
|
4,651,228
|
|
(1)
|
Includes an additional $32 thousand of accruing construction and land loans that are 90 days or greater past due.
|
|
March 31, 2012
|
||||||||||||||||||
|
By Loan Grade or Nonaccrual Status
|
|
|
||||||||||||||||
|
Pass
|
|
Special Mention
|
|
Accruing Classified
|
|
Nonaccrual Loans
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commercial and industrial
|
$
|
681,828
|
|
|
$
|
23,854
|
|
|
$
|
13,814
|
|
|
$
|
7,665
|
|
|
$
|
727,161
|
|
Commercial real estate
|
1,570,737
|
|
|
92,927
|
|
|
78,954
|
|
|
34,552
|
|
|
1,777,170
|
|
|||||
Construction and land
|
128,875
|
|
|
9,283
|
|
|
4,216
|
|
|
7,281
|
|
|
149,655
|
|
|||||
Residential
|
1,850,112
|
|
|
—
|
|
|
6,466
|
|
|
22,570
|
|
|
1,879,148
|
|
|||||
Home equity
|
136,599
|
|
|
—
|
|
|
1,868
|
|
|
491
|
|
|
138,958
|
|
|||||
Consumer and other
|
174,616
|
|
|
2,229
|
|
|
4
|
|
|
107
|
|
|
176,956
|
|
|||||
Total
|
$
|
4,542,767
|
|
|
$
|
128,293
|
|
|
$
|
105,322
|
|
|
$
|
72,666
|
|
|
$
|
4,849,048
|
|
|
December 31, 2011
|
||||||||||||||||||
|
By Loan Grade or Nonaccrual Status
|
|
|
||||||||||||||||
|
Pass
|
|
Special Mention
|
|
Accruing Classified
|
|
Nonaccrual Loans
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commercial and industrial
|
$
|
641,831
|
|
|
$
|
19,263
|
|
|
$
|
22,249
|
|
|
$
|
3,759
|
|
|
$
|
687,102
|
|
Commercial real estate
|
1,454,786
|
|
|
112,748
|
|
|
63,105
|
|
|
38,581
|
|
|
1,669,220
|
|
|||||
Construction and land
|
131,205
|
|
|
10,978
|
|
|
3,754
|
|
|
7,772
|
|
|
153,709
|
|
|||||
Residential
|
1,798,635
|
|
|
—
|
|
|
7,255
|
|
|
17,513
|
|
|
1,823,403
|
|
|||||
Home equity
|
141,373
|
|
|
—
|
|
|
1,868
|
|
|
457
|
|
|
143,698
|
|
|||||
Consumer and other
|
173,927
|
|
|
132
|
|
|
10
|
|
|
27
|
|
|
174,096
|
|
|||||
Total
|
$
|
4,341,757
|
|
|
$
|
143,121
|
|
|
$
|
98,241
|
|
|
$
|
68,109
|
|
|
$
|
4,651,228
|
|
|
As of and for the three months ended March 31, 2012
|
||||||||||||||||||
|
Recorded Investment (1)
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized while Impaired
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
6,538
|
|
|
$
|
9,264
|
|
|
n/a
|
|
|
$
|
5,855
|
|
|
$
|
—
|
|
|
Commercial real estate
|
29,964
|
|
|
44,809
|
|
|
n/a
|
|
|
33,543
|
|
|
104
|
|
|||||
Construction and land
|
6,087
|
|
|
10,360
|
|
|
n/a
|
|
|
6,294
|
|
|
97
|
|
|||||
Residential
|
9,572
|
|
|
10,542
|
|
|
n/a
|
|
|
10,232
|
|
|
81
|
|
|||||
Home equity
|
360
|
|
|
360
|
|
|
n/a
|
|
|
342
|
|
|
1
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
n/a
|
|
|
—
|
|
|
—
|
|
|||||
Subtotal
|
$
|
52,521
|
|
|
$
|
75,335
|
|
|
n/a
|
|
|
$
|
56,266
|
|
|
$
|
283
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
1,081
|
|
|
1,109
|
|
|
113
|
|
|
1,101
|
|
|
—
|
|
|||||
Commercial real estate
|
28,121
|
|
|
29,624
|
|
|
3,245
|
|
|
24,586
|
|
|
173
|
|
|||||
Construction and land
|
1,194
|
|
|
1,224
|
|
|
313
|
|
|
1,234
|
|
|
—
|
|
|||||
Residential
|
13,757
|
|
|
13,757
|
|
|
868
|
|
|
8,295
|
|
|
63
|
|
|||||
Home equity
|
131
|
|
|
131
|
|
|
131
|
|
|
131
|
|
|
2
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Subtotal
|
$
|
44,284
|
|
|
$
|
45,845
|
|
|
$
|
4,670
|
|
|
$
|
35,347
|
|
|
$
|
238
|
|
Total:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
7,619
|
|
|
10,373
|
|
|
113
|
|
|
6,956
|
|
|
—
|
|
|||||
Commercial real estate
|
58,085
|
|
|
74,433
|
|
|
3,245
|
|
|
58,129
|
|
|
277
|
|
|||||
Construction and land
|
7,281
|
|
|
11,584
|
|
|
313
|
|
|
7,528
|
|
|
97
|
|
|||||
Residential
|
23,329
|
|
|
24,299
|
|
|
868
|
|
|
18,527
|
|
|
144
|
|
|||||
Home equity
|
491
|
|
|
491
|
|
|
131
|
|
|
473
|
|
|
3
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
96,805
|
|
|
$
|
121,180
|
|
|
$
|
4,670
|
|
|
$
|
91,613
|
|
|
$
|
521
|
|
(1)
|
Recorded investment represents the client loan balance net of historical charge-offs of $20.8 million and historical nonaccrual interest paid, which is applied to principal, of $3.6 million.
|
|
As of and for the year ended December 31, 2011
|
||||||||||||||||||
|
Recorded Investment (1)
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Recorded Investment
|
|
Interest Income Recognized while Impaired
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
5,595
|
|
|
$
|
6,239
|
|
|
n/a
|
|
|
$
|
6,437
|
|
|
$
|
59
|
|
|
Commercial real estate
|
34,963
|
|
|
49,690
|
|
|
n/a
|
|
|
49,765
|
|
|
373
|
|
|||||
Construction and land
|
6,493
|
|
|
10,783
|
|
|
n/a
|
|
|
6,473
|
|
|
—
|
|
|||||
Residential
|
10,451
|
|
|
11,222
|
|
|
n/a
|
|
|
8,810
|
|
|
198
|
|
|||||
Home equity
|
326
|
|
|
360
|
|
|
n/a
|
|
|
745
|
|
|
—
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
n/a
|
|
|
11
|
|
|
—
|
|
|||||
Subtotal
|
$
|
57,828
|
|
|
$
|
78,294
|
|
|
n/a
|
|
|
$
|
72,241
|
|
|
$
|
630
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
1,123
|
|
|
1,137
|
|
|
149
|
|
|
748
|
|
|
—
|
|
|||||
Commercial real estate
|
23,202
|
|
|
24,398
|
|
|
3,307
|
|
|
26,274
|
|
|
440
|
|
|||||
Construction and land
|
1,279
|
|
|
1,302
|
|
|
219
|
|
|
2,591
|
|
|
—
|
|
|||||
Residential
|
6,230
|
|
|
6,230
|
|
|
402
|
|
|
4,279
|
|
|
137
|
|
|||||
Home equity
|
131
|
|
|
131
|
|
|
131
|
|
|
131
|
|
|
6
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Subtotal
|
$
|
31,965
|
|
|
$
|
33,198
|
|
|
$
|
4,208
|
|
|
$
|
34,023
|
|
|
$
|
583
|
|
Total:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
6,718
|
|
|
7,376
|
|
|
149
|
|
|
7,185
|
|
|
59
|
|
|||||
Commercial real estate
|
58,165
|
|
|
74,088
|
|
|
3,307
|
|
|
76,039
|
|
|
813
|
|
|||||
Construction and land
|
7,772
|
|
|
12,085
|
|
|
219
|
|
|
9,064
|
|
|
—
|
|
|||||
Residential
|
16,681
|
|
|
17,452
|
|
|
402
|
|
|
13,089
|
|
|
335
|
|
|||||
Home equity
|
457
|
|
|
491
|
|
|
131
|
|
|
876
|
|
|
6
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|||||
Total
|
$
|
89,793
|
|
|
$
|
111,492
|
|
|
$
|
4,208
|
|
|
$
|
106,264
|
|
|
$
|
1,213
|
|
(1)
|
Recorded investment represents the client loan balance net of historical charge-offs of $18.2 million and historical nonaccrual interest paid, which is applied to principal, of $3.5 million.
|
|
As of and for the three months ended March 31, 2012
|
||||||||||||||||
|
Restructured three month period
|
|
TDRs that defaulted in
the current three month
period that were
restructured in prior
twelve months
|
||||||||||||||
|
# of
Loans
|
|
Pre-
modification
recorded
investment
|
|
Post-
modification
recorded
investment
|
|
# of
Loans
|
|
Post-
modification
recorded
investment
|
||||||||
(Dollars In thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Commercial real estate (1)
|
4
|
|
|
5,545
|
|
|
5,545
|
|
|
—
|
|
|
—
|
|
|||
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Residential (2)
|
8
|
|
|
3,702
|
|
|
3,702
|
|
|
—
|
|
|
—
|
|
|||
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
12
|
|
|
$
|
9,247
|
|
|
$
|
9,247
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Represents the following concessions: extension of term (3 loans; post-modification recorded investment of $2.7 million; and combination of concessions (1 loan; post-modification recorded investment of $2.8 million).
|
(2)
|
Represents the following concessions: payment deferral (1 loan; post-modification balance of $1.9 million); temporary rate reduction (6 loans; post-modification recorded investment of $0.5 million); and combination of concessions (1 loan; post-modification recorded investment of $1.3 million).
|
|
As of and for the year ended December 31, 2011
|
||||||||||||||||
|
Restructured Current Year to Date
|
|
TDRs that defaulted in
2011 that were
restructured in
a TDR in 2011
|
||||||||||||||
|
# of
Loans
|
|
Pre-
modification
recorded
investment
|
|
Post-
modification
recorded
investment
|
|
# of
Loans
|
|
Post-
modification
recorded
investment
|
||||||||
(Dollars In thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial (1)
|
7
|
|
|
$
|
5,983
|
|
|
$
|
5,983
|
|
|
1
|
|
|
$
|
125
|
|
Commercial real estate (2)
|
10
|
|
|
33,406
|
|
|
33,758
|
|
|
2
|
|
|
2,111
|
|
|||
Construction and land (3)
|
2
|
|
|
4,452
|
|
|
3,852
|
|
|
—
|
|
|
—
|
|
|||
Residential (4)
|
11
|
|
|
2,951
|
|
|
2,951
|
|
|
—
|
|
|
—
|
|
|||
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
30
|
|
|
$
|
46,792
|
|
|
$
|
46,544
|
|
|
3
|
|
|
$
|
2,236
|
|
(1)
|
Represents the following concessions: extension of term (1 loan; post-modification recorded investment of $3.1 million; temporary rate reduction (1 loan; post-modification recorded investment of $0.2 million); and combination of concessions (5 loans; post-modification recorded investment of $2.7 million).
|
(2)
|
Represents the following concessions: extension of term (1 loan; post-modification recorded investment of $1.0 million); temporary rate reduction (4 loans; post-modification recorded investment of $13.7 million); and combination of concessions (5 loans; post-modification recorded investment of $19.1 million).
|
(3)
|
Represents the following concessions: extension of term (2 loans; post-modification recorded investment of $3.9 million).
|
(4)
|
Represents the following concessions: extension of term (1 loan; post-modification recorded investment of $2.0 million); and temporary rate reduction (10 loans; post-modification recorded investment of $1.0 million).
|
7.
|
Allowance for Loan Losses
|
|
At and for the three months ended March 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Allowance for loan losses, beginning of period:
|
|
|
|
||||
Commercial and industrial
|
$
|
12,163
|
|
|
$
|
13,438
|
|
Commercial real estate
|
63,625
|
|
|
65,760
|
|
||
Construction and land
|
6,382
|
|
|
6,875
|
|
||
Residential
|
9,286
|
|
|
7,449
|
|
||
Home equity
|
1,535
|
|
|
1,231
|
|
||
Consumer and other
|
1,149
|
|
|
1,478
|
|
||
Unallocated
|
1,974
|
|
|
2,172
|
|
||
Total allowance for loan losses, beginning of period
|
96,114
|
|
|
98,403
|
|
||
Provision for loan losses:
|
|
|
|
||||
Commercial and industrial
|
1,827
|
|
|
875
|
|
||
Commercial real estate
|
2,030
|
|
|
11,911
|
|
||
Construction and land
|
(712
|
)
|
|
282
|
|
||
Residential
|
966
|
|
|
619
|
|
||
Home equity
|
(53
|
)
|
|
(33
|
)
|
||
Consumer and other
|
(116
|
)
|
|
165
|
|
||
Unallocated
|
58
|
|
|
(469
|
)
|
||
Total provision for loan losses
|
4,000
|
|
|
13,350
|
|
|
At and for the three months ended March 31,
|
||||||
|
2012
|
|
2011
|
||||
(continued)
|
(In thousands)
|
||||||
Loans charged-off:
|
|
|
|
||||
Commercial and industrial
|
$
|
(2,311
|
)
|
|
$
|
(806
|
)
|
Commercial real estate
|
(406
|
)
|
|
(10,246
|
)
|
||
Construction and land
|
—
|
|
|
(1,628
|
)
|
||
Residential
|
(198
|
)
|
|
(195
|
)
|
||
Home equity
|
—
|
|
|
—
|
|
||
Consumer and other
|
(26
|
)
|
|
(191
|
)
|
||
Total charge-offs
|
(2,941
|
)
|
|
(13,066
|
)
|
||
Recoveries on loans previously charged-off:
|
|
|
|
||||
Commercial and industrial
|
383
|
|
|
357
|
|
||
Commercial real estate
|
117
|
|
|
868
|
|
||
Construction and land
|
166
|
|
|
358
|
|
||
Residential
|
—
|
|
|
—
|
|
||
Home equity
|
61
|
|
|
1
|
|
||
Consumer and other
|
2
|
|
|
11
|
|
||
Total recoveries
|
729
|
|
|
1,595
|
|
||
Allowance for loan losses at end of period:
|
|
|
|
||||
Commercial and industrial
|
12,062
|
|
|
13,864
|
|
||
Commercial real estate
|
65,366
|
|
|
68,293
|
|
||
Construction and land
|
5,836
|
|
|
5,887
|
|
||
Residential
|
10,054
|
|
|
7,873
|
|
||
Home equity
|
1,543
|
|
|
1,199
|
|
||
Consumer and other
|
1,009
|
|
|
1,463
|
|
||
Unallocated
|
2,032
|
|
|
1,703
|
|
||
Total allowance for loan losses at end of period
|
$
|
97,902
|
|
|
$
|
100,282
|
|
|
Commercial and industrial
|
|
Commercial real estate
|
|
Construction and land
|
|
Residential
|
||||||||
|
(In thousands)
|
||||||||||||||
Allowance for loan losses balance at March 31, 2012 attributable to:
|
|
|
|
|
|
|
|
||||||||
Loans collectively evaluated
|
$
|
11,949
|
|
|
$
|
62,121
|
|
|
$
|
5,523
|
|
|
$
|
9,186
|
|
Loans individually evaluated
|
113
|
|
|
3,245
|
|
|
313
|
|
|
868
|
|
||||
Total allowance for loan losses
|
$
|
12,062
|
|
|
$
|
65,366
|
|
|
$
|
5,836
|
|
|
$
|
10,054
|
|
|
|
|
|
|
|
|
|
||||||||
Recorded investment (loan balance) at March 31, 2012:
|
|
|
|
|
|
|
|
||||||||
Loans collectively evaluated
|
$
|
719,542
|
|
|
$
|
1,719,085
|
|
|
$
|
142,374
|
|
|
$
|
1,855,819
|
|
Loans individually evaluated
|
7,619
|
|
|
58,085
|
|
|
7,281
|
|
|
23,329
|
|
||||
Total Loans
|
$
|
727,161
|
|
|
$
|
1,777,170
|
|
|
$
|
149,655
|
|
|
$
|
1,879,148
|
|
|
Home equity
|
|
Consumer
and other
|
|
Unallocated
|
|
Total
|
||||||||
(Continued from above)
|
(In thousands)
|
||||||||||||||
Allowance for loan losses balance at March 31, 2012 attributable to:
|
|
|
|
|
|
|
|
||||||||
Loans collectively evaluated
|
$
|
1,412
|
|
|
$
|
1,009
|
|
|
$
|
2,032
|
|
|
$
|
93,232
|
|
Loans individually evaluated
|
131
|
|
|
—
|
|
|
—
|
|
|
4,670
|
|
||||
Total allowance for loan losses
|
$
|
1,543
|
|
|
$
|
1,009
|
|
|
$
|
2,032
|
|
|
$
|
97,902
|
|
|
|
|
|
|
|
|
|
||||||||
Recorded investment (loan balance) at March 31, 2012:
|
|
|
|
|
|
|
|
||||||||
Loans collectively evaluated
|
$
|
138,467
|
|
|
$
|
176,956
|
|
|
$
|
—
|
|
|
$
|
4,752,243
|
|
Loans individually evaluated
|
491
|
|
|
—
|
|
|
—
|
|
|
96,805
|
|
||||
Total Loans
|
$
|
138,958
|
|
|
$
|
176,956
|
|
|
$
|
—
|
|
|
$
|
4,849,048
|
|
|
Commercial and industrial
|
|
Commercial real estate
|
|
Construction and land
|
|
Residential
|
||||||||
|
(In thousands)
|
||||||||||||||
Allowance for loan losses balance at December 31, 2011 attributable to:
|
|
|
|
|
|
|
|
||||||||
Loans collectively evaluated
|
$
|
12,014
|
|
|
$
|
60,318
|
|
|
$
|
6,163
|
|
|
$
|
8,884
|
|
Loans individually evaluated
|
149
|
|
|
3,307
|
|
|
219
|
|
|
402
|
|
||||
Total allowance for loan losses
|
$
|
12,163
|
|
|
$
|
63,625
|
|
|
$
|
6,382
|
|
|
$
|
9,286
|
|
|
|
|
|
|
|
|
|
||||||||
Recorded investment (loan balance) at December 31, 2011:
|
|
|
|
|
|
|
|
||||||||
Loans collectively evaluated
|
$
|
680,384
|
|
|
$
|
1,611,055
|
|
|
$
|
145,937
|
|
|
$
|
1,806,722
|
|
Loans individually evaluated
|
6,718
|
|
|
58,165
|
|
|
7,772
|
|
|
16,681
|
|
||||
Total Loans
|
$
|
687,102
|
|
|
$
|
1,669,220
|
|
|
$
|
153,709
|
|
|
$
|
1,823,403
|
|
|
Home equity
|
|
Consumer
and other
|
|
Unallocated
|
|
Total
|
||||||||
(Continued from above)
|
(In thousands)
|
||||||||||||||
Allowance for loan losses balance at December 31, 2011 attributable to:
|
|
|
|
|
|
|
|
||||||||
Loans collectively evaluated
|
$
|
1,404
|
|
|
$
|
1,149
|
|
|
$
|
1,974
|
|
|
$
|
91,906
|
|
Loans individually evaluated
|
131
|
|
|
—
|
|
|
—
|
|
|
4,208
|
|
||||
Total allowance for loan losses
|
$
|
1,535
|
|
|
$
|
1,149
|
|
|
$
|
1,974
|
|
|
$
|
96,114
|
|
|
|
|
|
|
|
|
|
||||||||
Recorded investment (loan balance) at December 31, 2011:
|
|
|
|
|
|
|
|
||||||||
Loans collectively evaluated
|
$
|
143,241
|
|
|
$
|
174,096
|
|
|
$
|
—
|
|
|
$
|
4,561,435
|
|
Loans individually evaluated
|
457
|
|
|
—
|
|
|
—
|
|
|
89,793
|
|
||||
Total Loans
|
$
|
143,698
|
|
|
$
|
174,096
|
|
|
$
|
—
|
|
|
$
|
4,651,228
|
|
8.
|
Derivatives and Hedging Activities
|
|
March 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
Asset derivatives
|
|
Liability derivatives
|
|
Asset derivatives
|
|
Liability derivatives
|
||||||||||||||||
|
Balance
sheet
location
|
|
Fair value (1)
|
|
Balance
sheet
location
|
|
Fair value (1)
|
|
Balance
sheet
location
|
|
Fair value (1)
|
|
Balance
sheet
location
|
|
Fair value (1)
|
||||||||
|
(In thousands)
|
||||||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate products
|
Other
assets
|
|
$
|
—
|
|
|
Other
liabilities
|
|
$
|
(5,170
|
)
|
|
Other
assets
|
|
$
|
—
|
|
|
Other
liabilities
|
|
$
|
(5,308
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate products
|
Other
assets
|
|
3,930
|
|
|
Other
liabilities
|
|
(4,008
|
)
|
|
Other
assets
|
|
4,207
|
|
|
Other
liabilities
|
|
(4,366
|
)
|
||||
Foreign exchange contracts
|
Other assets
|
|
51
|
|
|
Other liabilities
|
|
(51
|
)
|
|
Other assets
|
|
7
|
|
|
Other
liabilities
|
|
(7
|
)
|
||||
Total
|
|
|
$
|
3,981
|
|
|
|
|
$
|
(9,229
|
)
|
|
|
|
$
|
4,214
|
|
|
|
|
$
|
(9,681
|
)
|
(1)
|
For additional details, see Part I. Item 1. "Notes to Unaudited Consolidated Financial Statements-Note 5: Fair Value Measurements."
|
Derivatives in Cash
Flow Hedging
Relationships
|
|
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Three Months Ended March 31,
|
|
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
|
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Three Months Ended March 31,
|
||||||||||||
|
2012
|
|
2011
|
|
|
2012
|
|
2011
|
||||||||||
(In thousands)
|
||||||||||||||||||
Interest rate products
|
|
$
|
(277
|
)
|
|
$
|
248
|
|
|
Interest income
|
|
$
|
(416
|
)
|
|
$
|
(463
|
)
|
Total
|
|
$
|
(277
|
)
|
|
$
|
248
|
|
|
|
|
$
|
(416
|
)
|
|
$
|
(463
|
)
|
|
March 31,
2012 |
|
March 31,
2011 |
||||
|
(In thousands)
|
||||||
Balance at beginning of year
|
$
|
(3,106
|
)
|
|
$
|
(1,371
|
)
|
Change in unrealized gain/ (loss) on cash flow hedges
|
81
|
|
|
416
|
|
||
Balance at end of period
|
$
|
(3,025
|
)
|
|
$
|
(955
|
)
|
Derivatives Not
Designated as Hedging
Instruments
|
|
Location of Gain or (Loss) Recognized in Income on Derivative
|
|
Amount of Gain or (Loss), Net, Recognized in Income on Derivative Three Months Ended March 31,
|
||||||
|
2012
|
|
2011
|
|||||||
|
|
|
|
(In thousands)
|
||||||
Interest rate products
|
|
Other income/ expense
|
|
$
|
81
|
|
|
$
|
30
|
|
Foreign exchange contracts
|
|
Other income/ expense
|
|
—
|
|
|
12
|
|
||
Total
|
|
|
|
$
|
81
|
|
|
$
|
42
|
|
9.
|
Income Taxes
|
|
Three months ended
March 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Income/ (loss) from continuing operations:
|
|
|
|
||||
Income/ (loss) before income taxes
|
$
|
12,595
|
|
|
$
|
(1,244
|
)
|
Income tax expense/ (benefit)
|
3,851
|
|
|
(179
|
)
|
||
Net income/ (loss) from continuing operations
|
$
|
8,744
|
|
|
$
|
(1,065
|
)
|
Effective tax rate, continuing operations
|
30.6
|
%
|
|
14.4
|
%
|
||
|
|
|
|
||||
Income/ (loss) from discontinued operations:
|
|
|
|
||||
Income/ (loss) before income taxes
|
$
|
2,752
|
|
|
$
|
2,966
|
|
Income tax expense/ (benefit)
|
1,198
|
|
|
1,303
|
|
||
Net income/ (loss) from discontinued operations
|
$
|
1,554
|
|
|
$
|
1,663
|
|
Effective tax rate, discontinued operations
|
43.5
|
%
|
|
43.9
|
%
|
||
|
|
|
|
||||
Income/ (loss) attributable to noncontrolling interests:
|
|
|
|
||||
Income/ (loss) before income taxes
|
$
|
793
|
|
|
$
|
747
|
|
Income tax expense/ (benefit)
|
—
|
|
|
—
|
|
||
Net income attributable to noncontrolling interests
|
$
|
793
|
|
|
$
|
747
|
|
Effective tax rate, noncontrolling interests
|
—
|
%
|
|
—
|
%
|
||
|
|
|
|
||||
Income/ (loss) attributable to the Company
|
|
|
|
||||
Income/ (loss) before income taxes
|
$
|
14,554
|
|
|
$
|
975
|
|
Income tax expense/ (benefit)
|
5,049
|
|
|
1,124
|
|
||
Net income/ (loss) attributable to the Company
|
$
|
9,505
|
|
|
$
|
(149
|
)
|
Effective tax rate attributable to the Company
|
34.7
|
%
|
|
115.3
|
%
|
10.
|
Noncontrolling Interests
|
|
March 31, 2012
|
|
December 31, 2011
|
||||
|
(In thousands)
|
||||||
Anchor
|
$
|
11,951
|
|
|
$
|
12,089
|
|
BOS
|
5,873
|
|
|
5,873
|
|
||
DTC (1)
|
1,889
|
|
|
1,924
|
|
||
DGHM
|
1,891
|
|
|
1,805
|
|
||
Total
|
$
|
21,604
|
|
|
$
|
21,691
|
|
(1)
|
In the first quarter of 2012, the Company announced the sale of its affiliate DTC. The sale is expected to close in the second quarter of 2012.
|
|
Three months ended
|
||||||
|
March 31, 2012
|
|
March 31, 2011
|
||||
|
(In thousands)
|
||||||
Balance at beginning of year
|
$
|
21,691
|
|
|
$
|
19,598
|
|
Net income attributable to noncontrolling interests
|
793
|
|
|
747
|
|
||
Distributions
|
(445
|
)
|
|
—
|
|
||
Adjustments to fair value
|
(435
|
)
|
|
(4
|
)
|
||
Balance at end of period
|
$
|
21,604
|
|
|
$
|
20,341
|
|
11.
|
Restructuring
|
|
Severance Charges
|
|
Contract Termination Fees
|
|
Professional Expenses
|
|
Other Associated Costs
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Accrued charges at December 31, 2010
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
1,161
|
|
|
—
|
|
|
815
|
|
|
6
|
|
|
1,982
|
|
|||||
Costs paid
|
—
|
|
|
—
|
|
|
(143
|
)
|
|
(6
|
)
|
|
(149
|
)
|
|||||
Accrued charges at March 31, 2011
|
$
|
1,161
|
|
|
$
|
—
|
|
|
$
|
672
|
|
|
$
|
—
|
|
|
$
|
1,833
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued charges at December 31, 2011
|
$
|
2,658
|
|
|
$
|
211
|
|
|
$
|
230
|
|
|
$
|
—
|
|
|
$
|
3,099
|
|
Costs incurred
|
(1
|
)
|
|
—
|
|
|
128
|
|
|
8
|
|
|
135
|
|
|||||
Costs paid
|
(459
|
)
|
|
—
|
|
|
(254
|
)
|
|
(8
|
)
|
|
(721
|
)
|
|||||
Accrued charges at March 31, 2012
|
$
|
2,198
|
|
|
$
|
211
|
|
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
2,513
|
|
12.
|
Recent Accounting Pronouncements
|
13.
|
Subsequent Events
|
|
Three months ended March 31,
|
|
|
|
% Change
|
|||||||||
|
2012
|
|
2011
|
|
Change
|
|
||||||||
|
(In thousands, except per share data)
|
|
|
|||||||||||
Total revenues
|
$
|
72,222
|
|
|
$
|
72,167
|
|
|
$
|
55
|
|
|
—
|
%
|
Provision/ (credit) for loan losses
|
4,000
|
|
|
13,350
|
|
|
(9,350
|
)
|
|
(70
|
)%
|
|||
Total operating expenses
|
55,627
|
|
|
60,061
|
|
|
(4,434
|
)
|
|
(7
|
)%
|
|||
Net income/ (loss) from continuing operations
|
8,744
|
|
|
(1,065
|
)
|
|
9,809
|
|
|
nm
|
|
|||
Net income/ (loss) attributable to noncontrolling interests
|
793
|
|
|
747
|
|
|
46
|
|
|
6
|
%
|
|||
Net income/ (loss) attributable to the Company
|
9,505
|
|
|
(149
|
)
|
|
9,654
|
|
|
nm
|
|
|||
Diluted earnings/ (loss) per share:
|
|
|
|
|
|
|
|
|||||||
From continuing operations
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
nm
|
|
From discontinued operations
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
$
|
—
|
|
|
—
|
%
|
Attributable to common shareholders
|
$
|
0.11
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.12
|
|
|
nm
|
|
nm
|
= not meaningful
|
▪
|
Loan growth of $197.8 million, or 4%, to
$4.8 billion
at
March 31, 2012
from
$4.7 billion
at December 31, 2011. This increase was primarily driven by increases in commercial real estate loans and residential loans and regionally in the Southern California market.
|
▪
|
An increase in net interest income of
$1.1 million
, or
2%
, to
$44.8 million
for the three months ended
March 31, 2012
as compared to the same period in 2011. Net interest margin ("NIM") increased 5 basis points to
3.23%
for the three months ended
March 31, 2012
as compared to the same period in 2011. The increased NIM is primarily related to the mix of interest-earning assets. In the first quarter of 2012, the Company had a lower ratio of liquid assets, which have a low yield of approximately 25 basis points, as compared to the same period in 2011.
|
▪
|
A decrease in operating expenses of
$4.4 million
, or
7%
, for the three months ended
March 31, 2012
, as compared to the same period in 2011, primarily due to a decrease in professional fees of $2.2 million, a decrease in restructuring expense of $1.8 million, and a decrease in FDIC insurance of $1.4 million, partially offset by an increase in salaries and employee benefits expense of $1.3 million.
|
|
March 31,
2012 |
|
December 31,
2011 |
|
Increase/
(decrease)
|
|
%
Change
|
|||||||
|
(In thousands)
|
|||||||||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Total cash and investments
|
$
|
999,389
|
|
|
$
|
1,091,564
|
|
|
$
|
(92,175
|
)
|
|
(8
|
)%
|
Loans held for sale
|
3,727
|
|
|
12,069
|
|
|
(8,342
|
)
|
|
(69
|
)%
|
|||
Total loans
|
4,849,048
|
|
|
4,651,228
|
|
|
197,820
|
|
|
4
|
%
|
|||
Less: allowance for loan losses
|
97,902
|
|
|
96,114
|
|
|
1,788
|
|
|
2
|
%
|
|||
Net loans
|
4,751,146
|
|
|
4,555,114
|
|
|
196,032
|
|
|
4
|
%
|
|||
Goodwill and intangible assets
|
137,659
|
|
|
138,749
|
|
|
(1,090
|
)
|
|
(1
|
)%
|
|||
Other assets
|
256,641
|
|
|
251,876
|
|
|
4,765
|
|
|
2
|
%
|
|||
Total assets
|
$
|
6,148,562
|
|
|
$
|
6,049,372
|
|
|
$
|
99,190
|
|
|
2
|
%
|
Liabilities and Equity:
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
4,602,451
|
|
|
$
|
4,530,411
|
|
|
$
|
72,040
|
|
|
2
|
%
|
Total borrowings
|
869,747
|
|
|
834,671
|
|
|
35,076
|
|
|
4
|
%
|
|||
Other liabilities
|
93,219
|
|
|
96,474
|
|
|
(3,255
|
)
|
|
(3
|
)%
|
|||
Total liabilities
|
5,565,417
|
|
|
5,461,556
|
|
|
103,861
|
|
|
2
|
%
|
|||
Redeemable noncontrolling interests
|
21,604
|
|
|
21,691
|
|
|
(87
|
)
|
|
—
|
%
|
|||
Total shareholders’ equity
|
561,541
|
|
|
566,125
|
|
|
(4,584
|
)
|
|
(1
|
)%
|
|||
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
|
$
|
6,148,562
|
|
|
$
|
6,049,372
|
|
|
$
|
99,190
|
|
|
2
|
%
|
|
March 31, 2012
|
|
December 31, 2011
|
||||||||||
|
Balance
|
|
as a % of total
|
|
Balance
|
|
as a % of total
|
||||||
|
(In thousands)
|
||||||||||||
Demand deposits
|
$
|
1,168,446
|
|
|
25
|
%
|
|
$
|
1,117,350
|
|
|
25
|
%
|
NOW
|
492,440
|
|
|
11
|
%
|
|
467,535
|
|
|
10
|
%
|
||
Savings
|
63,716
|
|
|
1
|
%
|
|
58,074
|
|
|
1
|
%
|
||
Money market
|
1,972,889
|
|
|
43
|
%
|
|
1,966,073
|
|
|
44
|
%
|
||
Certificates of deposit under $100,000 (1)
|
237,125
|
|
|
5
|
%
|
|
227,000
|
|
|
5
|
%
|
||
Certificates of deposit of $100,000 or greater
|
667,835
|
|
|
15
|
%
|
|
694,379
|
|
|
15
|
%
|
||
Total deposits
|
$
|
4,602,451
|
|
|
100
|
%
|
|
$
|
4,530,411
|
|
|
100
|
%
|
(1)
|
Includes brokered CDs.
|
|
Commercial and Industrial
|
|
Commercial Real Estate
|
|
Construction and
Land
|
|
Residential
|
|
Home Equity and
Other Consumer
|
|||||||||||||||||||||||||
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||||||||||
New England
|
$
|
572,091
|
|
|
79
|
%
|
|
$
|
667,014
|
|
|
37
|
%
|
|
$
|
99,387
|
|
|
66
|
%
|
|
$
|
1,246,700
|
|
|
66
|
%
|
|
$
|
237,578
|
|
|
75
|
%
|
San Francisco Bay
|
74,100
|
|
|
10
|
%
|
|
691,644
|
|
|
39
|
%
|
|
40,390
|
|
|
27
|
%
|
|
335,753
|
|
|
18
|
%
|
|
54,851
|
|
|
17
|
%
|
|||||
Southern California
|
39,508
|
|
|
5
|
%
|
|
282,407
|
|
|
16
|
%
|
|
5,899
|
|
|
4
|
%
|
|
231,284
|
|
|
12
|
%
|
|
15,876
|
|
|
5
|
%
|
|||||
Pacific Northwest
|
41,462
|
|
|
6
|
%
|
|
136,105
|
|
|
8
|
%
|
|
3,979
|
|
|
3
|
%
|
|
65,411
|
|
|
4
|
%
|
|
5,478
|
|
|
2
|
%
|
|||||
Other, net
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
2,131
|
|
|
1
|
%
|
|||||
Total
|
$
|
727,161
|
|
|
100
|
%
|
|
$
|
1,777,170
|
|
|
100
|
%
|
|
$
|
149,655
|
|
|
100
|
%
|
|
$
|
1,879,148
|
|
|
100
|
%
|
|
$
|
315,914
|
|
|
100
|
%
|
|
Three months ended
March 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Net loans (charged-off)/ recovered:
|
|
|
|
||||
New England
|
$
|
(341
|
)
|
|
$
|
(1,274
|
)
|
San Francisco Bay
|
(1,980
|
)
|
|
(11,289
|
)
|
||
Southern California
|
(72
|
)
|
|
1,086
|
|
||
Pacific Northwest
|
181
|
|
|
6
|
|
||
Total net loans (charged-off)/ recovered
|
$
|
(2,212
|
)
|
|
$
|
(11,471
|
)
|
|
At and for the three months ended March 31,
|
||||||
|
2012
|
|
2011
|
||||
|
(In thousands)
|
||||||
Nonaccrual loans, beginning of period
|
$
|
68,109
|
|
|
$
|
105,465
|
|
Transfers in to nonaccrual status
|
19,611
|
|
|
33,350
|
|
||
Transfers out to OREO
|
—
|
|
|
(3,311
|
)
|
||
Transfers in from/ (out to) loans held for sale
|
—
|
|
|
526
|
|
||
Transfers out to accrual status
|
(8,767
|
)
|
|
(608
|
)
|
||
Charge-offs
|
(2,877
|
)
|
|
(12,524
|
)
|
||
Paid off/ paid down
|
(3,410
|
)
|
|
(11,662
|
)
|
||
Nonaccrual loans, end of period
|
$
|
72,666
|
|
|
$
|
111,236
|
|
|
March 31,
2012 |
|
December 31,
2011 |
||||
|
(In thousands)
|
||||||
Nonaccrual loans:
|
|
|
|
||||
New England
|
$
|
34,629
|
|
|
$
|
33,411
|
|
San Francisco Bay
|
28,721
|
|
|
25,598
|
|
||
Southern California
|
7,572
|
|
|
7,323
|
|
||
Pacific Northwest
|
1,744
|
|
|
1,777
|
|
||
Total nonaccrual loans
|
$
|
72,666
|
|
|
$
|
68,109
|
|
Loans 30-89 days past due and accruing:
|
|
|
|
||||
New England (1)
|
$
|
5,336
|
|
|
$
|
9,866
|
|
San Francisco Bay
|
10,824
|
|
|
11,446
|
|
||
Southern California
|
5,130
|
|
|
5,677
|
|
||
Pacific Northwest
|
99
|
|
|
—
|
|
||
Total loans 30-89 days past due
|
$
|
21,389
|
|
|
$
|
26,989
|
|
Accruing classified loans:
|
|
|
|
||||
New England
|
$
|
25,002
|
|
|
$
|
23,133
|
|
San Francisco Bay
|
57,629
|
|
|
57,199
|
|
||
Southern California
|
19,374
|
|
|
15,723
|
|
||
Pacific Northwest
|
3,317
|
|
|
2,186
|
|
||
Total accruing classified loans
|
$
|
105,322
|
|
|
$
|
98,241
|
|
(1)
|
Loans 30-89 days past due and accruing include an additional $32 thousand of accruing loans that were 90 days or greater past due at March 31, 2012 and December 31, 2011.
|
|
March 31,
2012 |
|
December 31,
2011 |
||||
|
(In thousands)
|
||||||
Nonaccrual loans:
|
|
|
|
||||
Commercial and industrial
|
$
|
7,665
|
|
|
$
|
3,759
|
|
Commercial real estate
|
34,552
|
|
|
38,581
|
|
||
Construction and land
|
7,281
|
|
|
7,772
|
|
||
Residential
|
22,570
|
|
|
17,513
|
|
||
Home equity and other consumer
|
598
|
|
|
484
|
|
||
Total nonaccrual loans
|
$
|
72,666
|
|
|
$
|
68,109
|
|
Loans 30-89 days past due and accruing:
|
|
|
|
||||
Commercial and industrial
|
$
|
3,831
|
|
|
$
|
1,648
|
|
Commercial real estate
|
11,023
|
|
|
8,915
|
|
||
Construction and land (1)
|
327
|
|
|
106
|
|
||
Residential
|
5,560
|
|
|
14,407
|
|
||
Home equity and other consumer
|
648
|
|
|
1,913
|
|
||
Total loans 30-89 days past due
|
$
|
21,389
|
|
|
$
|
26,989
|
|
Accruing classified loans:
|
|
|
|
||||
Commercial and industrial
|
$
|
13,814
|
|
|
$
|
22,249
|
|
Commercial real estate
|
78,954
|
|
|
63,105
|
|
||
Construction and land
|
4,216
|
|
|
3,754
|
|
||
Residential
|
6,466
|
|
|
7,255
|
|
||
Home equity and other consumer
|
1,872
|
|
|
1,878
|
|
||
Total accruing classified loans
|
$
|
105,322
|
|
|
$
|
98,241
|
|
(1)
|
Loans 30-89 days past due and accruing include an additional $32 thousand of accruing loans that were 90 days or greater past due at March 31, 2012 and December 31, 2011.
|
|
Actual
|
|
For capital adequacy purposes
|
|
To be well capitalized under prompt corrective action provisions
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(In thousands)
|
|||||||||||||||||||
As of March 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
636,562
|
|
|
14.43
|
%
|
|
$
|
352,831
|
|
|
>8.0%
|
|
|
$
|
441,039
|
|
|
>10.0%
|
|
Boston Private Bank
|
546,690
|
|
|
12.48
|
|
|
350,519
|
|
|
8.0
|
|
|
438,148
|
|
|
10.0
|
|
|||
Tier I risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
527,824
|
|
|
11.97
|
|
|
176,416
|
|
|
4.0
|
|
|
264,623
|
|
|
6.0
|
|
|||
Boston Private Bank
|
491,369
|
|
|
11.21
|
|
|
175,259
|
|
|
4.0
|
|
|
262,889
|
|
|
6.0
|
|
|||
Tier I leverage capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
527,824
|
|
|
8.80
|
|
|
239,797
|
|
|
4.0
|
|
|
299,747
|
|
|
5.0
|
|
|||
Boston Private Bank
|
491,369
|
|
|
8.30
|
|
|
236,871
|
|
|
4.0
|
|
|
296,089
|
|
|
5.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
$
|
644,272
|
|
|
15.22
|
%
|
|
$
|
338,742
|
|
|
>8.0%
|
|
|
$
|
423,428
|
|
|
>10.0%
|
|
Boston Private Bank
|
538,643
|
|
|
12.80
|
|
|
336,667
|
|
|
8.0
|
|
|
420,834
|
|
|
10.0
|
|
|||
Tier I risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
535,467
|
|
|
12.65
|
|
|
169,371
|
|
|
4.0
|
|
|
254,057
|
|
|
6.0
|
|
|||
Boston Private Bank
|
485,481
|
|
|
11.54
|
|
|
168,333
|
|
|
4.0
|
|
|
252,500
|
|
|
6.0
|
|
|||
Tier I leverage capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
535,467
|
|
|
8.99
|
|
|
238,146
|
|
|
4.0
|
|
|
297,682
|
|
|
5.0
|
|
|||
Boston Private Bank
|
485,481
|
|
|
8.25
|
|
|
235,279
|
|
|
4.0
|
|
|
294,099
|
|
|
5.0
|
|
|
Three months ended
March 31,
|
|
% Change
|
|||||||
|
2012
|
|
2011
|
|
||||||
|
(In Thousands)
|
|
|
|||||||
Net interest income
|
$
|
44,768
|
|
|
$
|
43,711
|
|
|
2
|
%
|
Fees and other income
|
27,454
|
|
|
28,456
|
|
|
(4
|
)%
|
||
Total revenue
|
72,222
|
|
|
72,167
|
|
|
—
|
%
|
||
Provision/ (credit) for loan losses
|
4,000
|
|
|
13,350
|
|
|
(70
|
)%
|
||
Operating expense
|
55,627
|
|
|
60,061
|
|
|
(7
|
)%
|
||
Income tax expense/ (benefit)
|
3,851
|
|
|
(179
|
)
|
|
nm
|
|
||
Net income/ (loss) from continuing operations
|
8,744
|
|
|
(1,065
|
)
|
|
nm
|
|
||
Net income/ (loss) from discontinued operations
|
1,554
|
|
|
1,663
|
|
|
(7
|
)%
|
||
Less: Net income/ (loss) attributable to noncontrolling interests
|
793
|
|
|
747
|
|
|
6
|
%
|
||
Net income/ (loss) attributable to the Company
|
$
|
9,505
|
|
|
$
|
(149
|
)
|
|
nm
|
|
|
Average Balance
|
|
Interest Income/Expense
|
|
Average Yield/Rate
|
||||||||||||||||
(In Thousands)
|
At and for the three months ended March 31,
|
||||||||||||||||||||
AVERAGE BALANCE SHEET:
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||
AVERAGE ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Investments (1):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Taxable investment securities
|
$
|
376,206
|
|
|
$
|
358,837
|
|
|
$
|
1,256
|
|
|
$
|
1,380
|
|
|
1.34
|
%
|
|
1.54
|
%
|
Non-taxable investment securities (2)
|
194,410
|
|
|
202,281
|
|
|
1,323
|
|
|
1,642
|
|
|
2.72
|
%
|
|
3.25
|
%
|
||||
Mortgage-backed securities
|
251,989
|
|
|
235,233
|
|
|
1,603
|
|
|
1,807
|
|
|
2.54
|
%
|
|
3.07
|
%
|
||||
Federal funds sold and other
|
197,183
|
|
|
532,580
|
|
|
149
|
|
|
319
|
|
|
0.30
|
%
|
|
0.24
|
%
|
||||
Total Cash and Investments
|
1,019,788
|
|
|
1,328,931
|
|
|
4,331
|
|
|
5,148
|
|
|
1.70
|
%
|
|
1.55
|
%
|
||||
Loans: (3)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and Construction (2)
|
2,591,377
|
|
|
2,446,178
|
|
|
32,693
|
|
|
32,316
|
|
|
5.07
|
%
|
|
5.32
|
%
|
||||
Residential
|
1,857,838
|
|
|
1,685,001
|
|
|
17,826
|
|
|
18,729
|
|
|
3.84
|
%
|
|
4.45
|
%
|
||||
Home Equity and Other Consumer
|
320,160
|
|
|
296,259
|
|
|
2,760
|
|
|
2,879
|
|
|
3.45
|
%
|
|
3.92
|
%
|
||||
Total Loans
|
4,769,375
|
|
|
4,427,438
|
|
|
53,279
|
|
|
53,924
|
|
|
4.48
|
%
|
|
4.89
|
%
|
||||
Total Earning Assets
|
5,789,163
|
|
|
5,756,369
|
|
|
57,610
|
|
|
59,072
|
|
|
3.99
|
%
|
|
4.12
|
%
|
||||
Less: Allowance for Loan Losses
|
97,471
|
|
|
99,667
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and due from Banks (non-interest bearing)
|
46,432
|
|
|
33,565
|
|
|
|
|
|
|
|
|
|
||||||||
Other Assets (4)
|
427,083
|
|
|
457,786
|
|
|
|
|
|
|
|
|
|
||||||||
TOTAL AVERAGE ASSETS
|
$
|
6,165,207
|
|
|
$
|
6,148,053
|
|
|
|
|
|
|
|
|
|
||||||
AVERAGE LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings and NOW
|
$
|
533,075
|
|
|
$
|
542,011
|
|
|
$
|
331
|
|
|
$
|
375
|
|
|
0.25
|
%
|
|
0.28
|
%
|
Money Market
|
1,983,558
|
|
|
1,858,645
|
|
|
2,136
|
|
|
2,814
|
|
|
0.43
|
%
|
|
0.61
|
%
|
||||
Certificates of Deposits
|
898,458
|
|
|
1,084,494
|
|
|
2,436
|
|
|
3,461
|
|
|
1.09
|
%
|
|
1.29
|
%
|
||||
Total Deposits
|
3,415,091
|
|
|
3,485,150
|
|
|
4,903
|
|
|
6,650
|
|
|
0.58
|
%
|
|
0.77
|
%
|
||||
Junior Subordinated Debentures
|
180,817
|
|
|
193,645
|
|
|
1,752
|
|
|
1,893
|
|
|
3.83
|
%
|
|
3.91
|
%
|
||||
FHLB Borrowings and Other
|
709,611
|
|
|
698,034
|
|
|
4,379
|
|
|
4,912
|
|
|
2.44
|
%
|
|
2.82
|
%
|
||||
Total Interest-Bearing Liabilities
|
4,305,519
|
|
|
4,376,829
|
|
|
11,034
|
|
|
13,455
|
|
|
1.02
|
%
|
|
1.24
|
%
|
||||
Noninterest Bearing Demand Deposits
|
1,167,623
|
|
|
1,117,347
|
|
|
|
|
|
|
|
|
|
||||||||
Payables and Other Liabilities (4)
|
106,536
|
|
|
114,203
|
|
|
|
|
|
|
|
|
|
||||||||
Total Average Liabilities
|
5,579,678
|
|
|
5,608,379
|
|
|
|
|
|
|
|
|
|
||||||||
Redeemable Noncontrolling Interests
|
21,701
|
|
|
19,891
|
|
|
|
|
|
|
|
|
|
||||||||
Average Shareholders' Equity
|
563,828
|
|
|
519,783
|
|
|
|
|
|
|
|
|
|
||||||||
TOTAL AVERAGE LIABILITIES & SHAREHOLDERS' EQUITY
|
$
|
6,165,207
|
|
|
$
|
6,148,053
|
|
|
|
|
|
|
|
|
|
||||||
Net Interest Income - on a FTE Basis
|
|
|
|
|
$
|
46,576
|
|
|
$
|
45,617
|
|
|
|
|
|
||||||
LESS: FTE Adjustment (2)
|
|
|
|
|
1,808
|
|
|
1,906
|
|
|
|
|
|
||||||||
Net Interest Income (GAAP Basis)
|
|
|
|
|
$
|
44,768
|
|
|
$
|
43,711
|
|
|
|
|
|
||||||
Interest Rate Spread
|
|
|
|
|
|
|
|
|
2.97
|
%
|
|
2.88
|
%
|
||||||||
Net Interest Margin
|
|
|
|
|
|
|
|
|
3.23
|
%
|
|
3.18
|
%
|
(1)
|
Investments classified as available for sale are shown in the average balance sheet at amortized cost.
|
(2)
|
Interest income on non-taxable investments and loans is presented on a FTE basis using statutory rates. The discussion following these tables reflects non-FTE data.
|
(3)
|
Includes loans held for sale and nonaccrual loans.
|
(4)
|
Includes assets and liabilities of discontinued operations.
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosure
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit No.
|
|
Description
|
|
Incorporated by Reference
|
|
Filed or
Furnished
with this
10-Q
|
||||
Form
|
|
SEC Filing
Date
|
|
Exhibit
Number
|
|
|||||
3.1
|
|
Articles of Amendment of Boston Private Financial Holdings, Inc.
|
|
8-K
|
|
5/2/2012
|
|
3.1
|
|
|
10.1
|
|
Form of Restricted Stock Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
|
|
|
|
|
|
Filed
|
10.2
|
|
Form of Performance Stock Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
|
|
|
|
|
|
Filed
|
10.3
|
|
Form of Stock Option Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
|
|
|
|
|
|
Filed
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a - 14(a)/15d - 14(a) under the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
Filed
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a - 14(a)/15d - 14(a) under the Securities Exchange Act of 1934
|
|
|
|
|
|
|
|
Filed
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
Furnished
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
Furnished
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
Furnished
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
Furnished
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
Furnished
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
Furnished
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
Furnished
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
Furnished
|
|
|
|
B
OSTON
P
RIVATE
F
INANCIAL
H
OLDINGS
, I
NC
.
|
|
|
|
/s/ C
LAYTON
G. D
EUTSCH
|
May 8, 2012
|
Clayton G. Deutsch
|
|
President and Chief Executive Officer
|
|
|
|
/s/ D
AVID
J. K
AYE
|
May 8, 2012
|
David J. Kaye
|
|
Executive Vice President and
Chief Financial Officer
|
Name of Grantee:
|
|
No. of Shares:
|
|
Grant Date:
|
|
Number
of Shares Vested
|
|
Vesting Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Private Financial Holdings, Inc.
|
|
By:
|
|
Title:
|
|
Dated:
|
|
|
|
|
|
|
Grantee's Signature
|
|
|
|
|
|
|
|
Grantee's name and address:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Grantee:
|
|
No. of Shares:
|
|
Grant Date:
|
|
Boston Private Financial Holdings, Inc.
|
|
By:
|
|
Title:
|
|
Dated:
|
|
|
|
|
|
|
Grantee's Signature
|
|
|
|
|
|
|
|
Grantee's name:
|
|
|
|
|
Name of Optionee:
|
|
No. of Option Shares:
|
|
Option Exercise Price per Share:
|
$
|
Grant Date:
|
|
Expiration Date:
|
|
Incremental Number of
Option Shares Exercisable
|
|
Exercisability Date
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Private Financial Holdings, Inc.
|
|
By:
|
|
Title:
|
|
Dated:
|
|
|
|
|
|
|
Optionee's Signature
|
|
|
|
|
|
|
|
Optionee's name and address:
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Boston Private Financial Holdings, Inc. (the “registrant”);
|
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.
|
|
|
/s/ C
LAYTON
G. D
EUTSCH
|
Date: May 8, 2012
|
|
Clayton G. Deutsch
President and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Boston Private Financial Holdings, Inc. (the “registrant”);
|
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.
|
|
|
/s/ David J. Kaye
|
Date: May 8, 2012
|
|
David J. Kaye
Chief Financial Officer
|
|
|
|
|
|
|
/s/ CLAYTON G. DEUTSCH
|
|
|
|
|
|
Clayton G. Deutsch
President and Chief Executive Officer
|
Date: May 8, 2012
|
|
|
|
|
|
|
|
|
|
/s/ DAVID J. KAYE
|
|
|
|
|
|
David J. Kaye
Chief Financial Officer
|
Date: May 8, 2012
|
|
|
|
|