x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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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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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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(Registrant’s telephone number, including area code): (617) 912-1900
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock
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The NASDAQ Stock Market LLC
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Depositary Shares Each Representing a 1/40th Interest in a Share of 6.95% Non-Cumulative Perpetual Preferred Stock, Series D
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The NASDAQ Stock Market LLC
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Warrants to Purchase Shares of Common Stock, and Underlying Shares of Common Stock, Par Value $1.00 Per Share
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The NASDAQ Stock Market LLC
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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ITEM 1
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ITEM 1A
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ITEM 1B
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ITEM 2
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ITEM 3
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ITEM 4
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ITEM 5
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ITEM 6
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ITEM 7
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ITEM 7A
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ITEM 8
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ITEM 9
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ITEM 9A
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ITEM 9B
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ITEM 10
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ITEM 11
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ITEM 12
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ITEM 13
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ITEM 14
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ITEM 15
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ITEM 16
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EXHIBITS
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CERTIFICATIONS
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•
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real estate developers and investors;
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•
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financial service providers;
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•
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technology companies;
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manufacturing and communications companies;
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professional service providers;
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general commercial and industrial companies; and
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•
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individuals.
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the risk that we will incur substantial expenses in pursuing potential acquisitions without completing such acquisitions;
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the risk that we may lose key clients or employees of the acquired business as a result of the change of ownership to us;
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the risk that the acquired business will not perform in accordance with our expectations;
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the risk that difficulties will arise in connection with the integration of the operations of the acquired business with our existing businesses, particularly to the extent we may enter new geographic markets;
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the risk that we will need to make significant investments in infrastructure, controls, staff, emergency backup facilities or other critical business functions that become strained by our growth;
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the risk that management may divert its attention from other aspects of our business;
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the risk that unanticipated costs relating to potential acquisitions could reduce our earnings per share;
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the risk associated with entering into geographic and product markets in which we have limited or no direct prior experience;
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the risk that we may assume potential liabilities of the acquired company as a result of the acquisition; and
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the risk that an acquisition will dilute our earnings per share, in both the short and long term, or that it will reduce our regulatory and tangible capital ratios.
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Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets.
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Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (consider in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development.
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Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.
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Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation.
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Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
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cumulative pre-tax income or loss, as adjusted for permanent book-to-tax differences, over the current and previous two years;
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future reversals of existing taxable temporary differences;
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the projection of future taxable income to be generated by operations during the available loss carryforward period;
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tax planning strategies that are available and whether any are limited based upon the Company’s market capitalization in excess of its book value; and
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whether there has been any operating loss or tax credit carry-overs expiring unused.
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quarterly variations in our operating results or the quality of our assets;
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operating results that vary from the expectations of management, securities analysts, and investors;
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changes in expectations as to our future financial performance;
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announcements of innovations, new products, strategic developments, significant contracts, litigation, acquisitions, and other material events by us or our competitors;
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the operating and securities price performance of other companies that investors believe are comparable to us;
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our past and future dividend and share repurchase practices;
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future sales of our equity or equity-related securities; and
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changes in global financial markets and global economies and general market conditions, such as interest rates, stock, commodity or real estate valuations or volatility.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
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High
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Low
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Year ended December 31, 2016
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Fourth Quarter
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$16.90
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$12.45
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Third Quarter
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$13.02
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$11.20
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Second Quarter
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$12.81
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$10.77
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First Quarter
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$11.62
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$9.34
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Year ended December 31, 2015
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Fourth Quarter
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$12.47
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$10.77
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Third Quarter
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$13.66
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$11.30
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Second Quarter
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$13.82
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$11.93
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First Quarter
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$13.57
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$10.55
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Issuer Purchases of Equity Securities
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Period
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(a) Total number of shares purchased
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(b) Average price paid per share
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(c) Total number of shares purchased as part of publicly announced plans
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(d) Maximum approximate dollar value of shares that may yet be purchased under the plans
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October 1 - 31, 2016
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70,400
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$
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12.91
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754,842
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$
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11,055,274
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November 1 - 30, 2016
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30,700
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12.80
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785,542
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10,661,737
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December 1 - 31, 2016
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—
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n/a
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785,542
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10,661,737
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Total
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101,100
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$
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12.88
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785,542
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$
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10,661,737
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Year Ending December 31,
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2011
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2012
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2013
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2014
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2015
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2016
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BPFH
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$
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100.00
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$
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113.98
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$
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163.36
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$
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178.93
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$
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155.21
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$
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234.45
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NASDAQ Composite Index
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100.00
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117.45
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164.57
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188.84
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201.98
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219.89
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SNL Bank $5B-$10B
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100.00
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117.63
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181.48
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186.94
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212.96
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305.09
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2016
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2015
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2014
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2013
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2012
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At December 31:
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(In thousands, except share data)
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Total balance sheet assets
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$
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7,970,474
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$
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7,542,508
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$
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6,797,874
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$
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6,437,109
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$
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6,465,005
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Loans held for sale
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3,464
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8,072
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7,099
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6,123
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308,390
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Total loans (excluding loans held for sale)
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6,114,354
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5,719,212
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5,269,936
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5,112,459
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4,814,136
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Allowance for loan losses
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78,077
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78,500
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75,838
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76,371
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84,057
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Cash and investments (1)
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1,507,845
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1,474,737
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1,175,610
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1,034,236
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1,050,025
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Goodwill and intangible assets
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169,279
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185,089
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191,800
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130,784
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135,054
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Deposits
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6,085,146
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6,040,437
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5,453,879
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5,110,370
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4,885,059
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Deposits held for sale
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—
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—
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—
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—
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194,084
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Borrowed funds
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980,192
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625,902
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507,009
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575,970
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668,087
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Total shareholders’ equity
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768,481
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746,613
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703,911
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633,688
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603,102
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Nonperforming assets
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19,005
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27,347
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45,111
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45,538
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64,361
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Net loans (charged-off)/ recovered
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6,512
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4,217
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5,867
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2,314
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(8,757
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)
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Assets under management and advisory:
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Wealth Management and Trust
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$
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7,008,000
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$
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7,976,000
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$
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9,274,000
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$
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4,565,000
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$
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3,941,000
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Investment Management
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10,571,000
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9,952,000
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10,772,000
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10,401,000
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8,444,000
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Wealth Advisory
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9,989,000
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9,688,000
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9,883,000
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9,336,000
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8,052,000
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Inter-company relationships
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(11,000
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)
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(21,000
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)
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(22,000
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)
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(22,000
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)
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(20,000
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)
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|||||
Total assets under management and advisory
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$
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27,557,000
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$
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27,595,000
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$
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29,907,000
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|
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$
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24,280,000
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$
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20,417,000
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For The Year Ended December 31:
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Net interest income
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$
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200,438
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$
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185,770
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$
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179,701
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$
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174,018
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$
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183,276
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Provision/ (credit) for loan losses
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(6,935
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)
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(1,555
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)
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(6,400
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)
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(10,000
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)
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(3,300
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)
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|||||
Net interest income after provision/ (credit) for loan losses
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207,373
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187,325
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|
186,101
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184,018
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186,576
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|||||
Fees and other income
|
158,787
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|
161,169
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|
140,798
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|
136,341
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|
|
115,113
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|||||
Operating expense excluding restructuring and impairment of goodwill
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253,408
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|
|
251,457
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|
|
226,390
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|
|
220,705
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|
|
226,085
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|||||
Restructuring expense
|
2,017
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|
|
3,724
|
|
|
739
|
|
|
—
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5,911
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Impairment of goodwill
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9,528
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—
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—
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—
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—
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Income from continuing operations before income taxes
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101,207
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|
|
93,313
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|
99,770
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|
99,654
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|
69,693
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Income tax expense
|
30,963
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|
30,392
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32,365
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32,963
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|
|
20,935
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Net income from continuing operations
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70,244
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|
|
62,921
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|
67,405
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|
66,691
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48,758
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Net income from discontinued operations
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5,541
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|
|
6,411
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|
|
6,160
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|
|
7,792
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|
|
7,635
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Less: Net income attributable to noncontrolling interests
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4,157
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|
|
4,407
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|
4,750
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3,948
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|
|
3,122
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|||||
Net income attributable to the Company
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$
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71,628
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$
|
64,925
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$
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68,815
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$
|
70,535
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|
|
$
|
53,271
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|
(Continued)
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|
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|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
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||||||||||
At December 31:
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(In thousands, except share data)
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Per Share Data:
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|
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Total diluted earnings per share
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$
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0.81
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|
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$
|
0.74
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|
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$
|
0.80
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|
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$
|
0.68
|
|
|
$
|
0.61
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|
Diluted earnings per share from continuing operations
|
$
|
0.74
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|
|
$
|
0.66
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|
|
$
|
0.72
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|
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$
|
0.59
|
|
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$
|
0.52
|
|
Weighted average basic common shares outstanding
|
81,264,273
|
|
|
80,885,253
|
|
|
78,921,480
|
|
|
77,373,817
|
|
|
76,019,991
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Weighted average diluted common shares outstanding
|
83,209,126
|
|
|
83,393,090
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|
|
81,308,144
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|
|
78,753,524
|
|
|
76,973,516
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|
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Cash dividends per share
|
$
|
0.40
|
|
|
$
|
0.36
|
|
|
$
|
0.32
|
|
|
$
|
0.24
|
|
|
$
|
0.04
|
|
Book value per share (2)
|
$
|
8.61
|
|
|
$
|
8.38
|
|
|
$
|
7.91
|
|
|
$
|
7.34
|
|
|
$
|
6.92
|
|
Selected Operating Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
0.95
|
%
|
|
0.91
|
%
|
|
1.04
|
%
|
|
1.13
|
%
|
|
0.84
|
%
|
|||||
Return on average common equity (3)
|
9.44
|
%
|
|
9.01
|
%
|
|
10.56
|
%
|
|
11.73
|
%
|
|
9.16
|
%
|
|||||
Return on average tangible common equity (3)
|
13.38
|
%
|
|
13.34
|
%
|
|
14.45
|
%
|
|
15.83
|
%
|
|
12.62
|
%
|
|||||
Efficiency ratio, FTE Basis (non-GAAP) (4)
|
66.91
|
%
|
|
68.37
|
%
|
|
67.19
|
%
|
|
67.90
|
%
|
|
72.27
|
%
|
|||||
Net interest margin (5)
|
2.93
|
%
|
|
2.92
|
%
|
|
2.98
|
%
|
|
3.05
|
%
|
|
3.22
|
%
|
|||||
Total fees and other income/ total revenue (6)
|
44.20
|
%
|
|
46.45
|
%
|
|
43.93
|
%
|
|
43.93
|
%
|
|
38.58
|
%
|
|||||
Asset Quality Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonaccrual loans (excluding loans held for sale) to total loans (excluding loans held for sale)
|
0.28
|
%
|
|
0.46
|
%
|
|
0.84
|
%
|
|
0.88
|
%
|
|
1.26
|
%
|
|||||
Nonperforming assets to total assets
|
0.24
|
%
|
|
0.36
|
%
|
|
0.66
|
%
|
|
0.71
|
%
|
|
1.00
|
%
|
|||||
Allowance for loan losses to total loans (excluding loans held for sale)
|
1.28
|
%
|
|
1.37
|
%
|
|
1.44
|
%
|
|
1.49
|
%
|
|
1.75
|
%
|
|||||
Allowance for loan losses to nonaccrual loans (excluding loans held for sale)
|
4.51
|
|
|
2.95
|
|
|
1.72
|
|
|
1.71
|
|
|
1.38
|
|
|||||
Other Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividend payout ratio
|
49
|
%
|
|
49
|
%
|
|
40
|
%
|
|
35
|
%
|
|
7
|
%
|
|||||
Total equity to total assets ratio
|
9.64
|
%
|
|
9.90
|
%
|
|
10.35
|
%
|
|
9.84
|
%
|
|
9.33
|
%
|
|||||
Tangible common equity to tangible assets ratio (non-GAAP) (7)
|
6.98
|
%
|
|
6.98
|
%
|
|
7.03
|
%
|
|
7.22
|
%
|
|
7.39
|
%
|
|||||
Tier 1 common equity/ risk weighted assets (7)
|
10.00
|
%
|
|
9.80
|
%
|
|
9.24
|
%
|
|
9.93
|
%
|
|
8.73
|
%
|
(1)
|
Cash and investments includes the following line items from the consolidated balance sheets: cash and cash equivalents, investment securities, and stock in Federal Home Loan Banks.
|
(2)
|
Book value per share is calculated by reducing the Company’s total equity by the preferred stock balance, then dividing that value by the total common shares outstanding as of the end of that period.
|
(3)
|
The Company uses certain non-GAAP financial measures, such as the Return on Average Common Equity ratio and the Return on Average Tangible Common Equity ratio, to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector.
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Total average shareholders’ equity
|
$
|
769,617
|
|
|
$
|
729,489
|
|
|
$
|
666,216
|
|
|
$
|
615,795
|
|
|
$
|
579,990
|
|
LESS: Average Series D preferred stock (non-convertible)
|
(47,753
|
)
|
|
(47,753
|
)
|
|
(47,753
|
)
|
|
(33,921
|
)
|
|
—
|
|
|||||
Average common equity (non-GAAP)
|
721,864
|
|
|
681,736
|
|
|
618,463
|
|
|
581,874
|
|
|
579,990
|
|
|||||
LESS: Average goodwill and intangible assets, net
|
(181,976
|
)
|
|
(188,533
|
)
|
|
(144,658
|
)
|
|
(132,908
|
)
|
|
(136,486
|
)
|
|||||
Average Tangible Common Equity (non-GAAP)
|
539,888
|
|
|
493,203
|
|
|
473,805
|
|
|
448,966
|
|
|
443,504
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net income attributable to the Company
|
$
|
71,628
|
|
|
$
|
64,925
|
|
|
$
|
68,815
|
|
|
$
|
70,535
|
|
|
$
|
53,271
|
|
Less: Dividends on Series D preferred stock
|
(3,475
|
)
|
|
(3,475
|
)
|
|
(3,475
|
)
|
|
(2,297
|
)
|
|
—
|
|
|||||
Common net income (non-GAAP)
|
68,153
|
|
|
61,450
|
|
|
65,340
|
|
|
68,238
|
|
|
53,271
|
|
|||||
ADD: Amortization of intangibles, net of tax (35%)
|
4,083
|
|
|
4,362
|
|
|
3,143
|
|
|
2,813
|
|
|
2,840
|
|
|||||
Tangible common net income (non-GAAP)
|
$
|
72,236
|
|
|
$
|
65,812
|
|
|
$
|
68,483
|
|
|
$
|
71,051
|
|
|
$
|
56,111
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on Average Equity
|
9.31
|
%
|
|
8.90
|
%
|
|
10.33
|
%
|
|
11.45
|
%
|
|
9.16
|
%
|
|||||
Return on Average Common Equity (non-GAAP)
|
9.44
|
%
|
|
9.01
|
%
|
|
10.56
|
%
|
|
11.73
|
%
|
|
9.16
|
%
|
|||||
Return on Average Tangible Common Equity (non-GAAP)
|
13.38
|
%
|
|
13.34
|
%
|
|
14.45
|
%
|
|
15.83
|
%
|
|
12.62
|
%
|
(4)
|
The Company uses certain non-GAAP financial measures, such as the Efficiency Ratio on a Fully Taxable Equivalent (“FTE”) basis, to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector.
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Total operating expense (GAAP)
|
$
|
264,953
|
|
|
$
|
255,181
|
|
|
$
|
227,129
|
|
|
$
|
220,705
|
|
|
$
|
231,996
|
|
Less: Amortization of intangibles
|
6,282
|
|
|
6,711
|
|
|
4,836
|
|
|
4,327
|
|
|
4,369
|
|
|||||
Less: Goodwill impairment
|
9,528
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Less: Restructuring expense
|
2,017
|
|
|
3,724
|
|
|
739
|
|
|
—
|
|
|
5,911
|
|
|||||
Total operating expense (excluding amortization of intangibles, goodwill impairment, and restructuring) (non-GAAP)
|
$
|
247,126
|
|
|
$
|
244,746
|
|
|
$
|
221,554
|
|
|
$
|
216,378
|
|
|
$
|
221,716
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
200,438
|
|
|
$
|
185,770
|
|
|
$
|
179,701
|
|
|
$
|
174,018
|
|
|
$
|
183,276
|
|
Fees and other income
|
158,787
|
|
|
161,169
|
|
|
140,798
|
|
|
136,341
|
|
|
115,113
|
|
|||||
FTE income
|
10,130
|
|
|
11,035
|
|
|
9,249
|
|
|
8,326
|
|
|
8,384
|
|
|||||
Total revenue (FTE basis)
|
$
|
369,355
|
|
|
$
|
357,974
|
|
|
$
|
329,748
|
|
|
$
|
318,685
|
|
|
$
|
306,773
|
|
Efficiency Ratio, unadjusted, before FTE revenue, deduction of amortization of intangibles, goodwill impairment, and restructuring expense
|
73.76
|
%
|
|
73.55
|
%
|
|
70.87
|
%
|
|
71.11
|
%
|
|
77.75
|
%
|
|||||
Efficiency Ratio, FTE Basis excluding amortization of intangibles, goodwill impairment, and restructuring expense
|
66.91
|
%
|
|
68.37
|
%
|
|
67.19
|
%
|
|
67.90
|
%
|
|
72.27
|
%
|
(5)
|
Net interest margin represents net interest income on a fully-taxable equivalent basis as a percent of average interest-earning assets.
|
(6)
|
Total revenue is defined as net interest income plus fees and other income.
|
(7)
|
The Company uses certain non-GAAP financial measures, such as the Tangible Common Equity to Tangible Assets ratio, to provide information for investors to effectively analyze financial trends of ongoing business activities, and to enhance comparability with peers across the financial sector.
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Total balance sheet assets
|
$
|
7,970,474
|
|
|
$
|
7,542,508
|
|
|
$
|
6,797,874
|
|
|
$
|
6,437,109
|
|
|
$
|
6,465,005
|
|
LESS: Goodwill and intangible assets, net
|
(169,279
|
)
|
|
(185,089
|
)
|
|
(191,800
|
)
|
|
(130,784
|
)
|
|
(135,054
|
)
|
|||||
Tangible assets (non-GAAP)
|
$
|
7,801,195
|
|
|
$
|
7,357,419
|
|
|
$
|
6,606,074
|
|
|
$
|
6,306,325
|
|
|
$
|
6,329,951
|
|
Total shareholders’ equity
|
$
|
768,481
|
|
|
$
|
746,613
|
|
|
703,911
|
|
|
633,688
|
|
|
603,102
|
|
|||
LESS: Goodwill and intangible assets, net
|
(169,279
|
)
|
|
(185,089
|
)
|
|
(191,800
|
)
|
|
(130,784
|
)
|
|
(135,054
|
)
|
|||||
Series D Preferred Stock (non-convertible)
|
(47,753
|
)
|
|
(47,753
|
)
|
|
(47,753
|
)
|
|
(47,753
|
)
|
|
—
|
|
|||||
Total adjustments
|
(217,032
|
)
|
|
(232,842
|
)
|
|
(239,553
|
)
|
|
(178,537
|
)
|
|
(135,054
|
)
|
|||||
Tangible Common Equity (non-GAAP)
|
$
|
551,449
|
|
|
$
|
513,771
|
|
|
$
|
464,358
|
|
|
$
|
455,151
|
|
|
$
|
468,048
|
|
Total Equity/Total Assets
|
9.64
|
%
|
|
9.90
|
%
|
|
10.35
|
%
|
|
9.84
|
%
|
|
9.33
|
%
|
|||||
Tangible Common Equity/Tangible Assets (non-GAAP)
|
7.07
|
%
|
|
6.98
|
%
|
|
7.03
|
%
|
|
7.22
|
%
|
|
7.39
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Risk Weighted Assets (a)
|
$
|
5,716,037
|
|
|
$
|
5,449,239
|
|
|
$
|
5,073,973
|
|
|
$
|
4,668,531
|
|
|
$
|
4,627,791
|
|
Tier 1 Common Equity (a)
|
$
|
571,663
|
|
|
$
|
534,241
|
|
|
$
|
468,902
|
|
|
$
|
463,627
|
|
|
$
|
404,088
|
|
Tier 1 Common Equity/ Risk Weighted Assets (a)
|
10.00
|
%
|
|
9.80
|
%
|
|
9.24
|
%
|
|
9.93
|
%
|
|
8.73
|
%
|
(a)
|
Risk Weighted Assets were calculated under the regulatory rules in effect at the time of the original filing of the Federal Reserve report for the respective periods. Components of Tier 1 Common Equity, for all years presented, are based on the capital rules currently in effect.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
▪
|
Net interest income for the
year
ended
December 31, 2016
was
$200.4 million
, an increase of
$14.7 million
, or
8%
, compared to
2015
. The
2016
increase was due to higher volume in the investment and loan portfolios, lower rates paid on borrowings, and higher yields on investments. This was partially offset by lower average yields on loans and an increase in the average volume of interest-bearing deposits and borrowings. Net interest margin (“NIM”) increased one basis point to
2.93%
in
2016
from
2.92%
in
2015
, after decreasing six basis points from
2.98%
in
2014
.
|
▪
|
Recurring fees and income, which includes investment management fees, wealth advisory fees, wealth management and trust fees, other banking fee income, and gain on sale of loans, net, for the
year
ended
December 31, 2016
were
$151.7 million
, a decrease of
$5.4 million
, or
3%
, from
2015
. The
2016
decrease was due to decreases in wealth management and trust fees and investment management fees, partially offset by increases in other banking fee income.
|
▪
|
The Company recorded a credit to the provision for loan losses of
$6.9 million
for the year ended
December 31, 2016
, compared to a credit to the provision for loan losses of
$1.6 million
in
2015
. The
2016
credit to the provision for loan losses was primarily due to net recoveries, a decline in loss factors and a reduction in criticized loans, partially offset by the mix in the loan portfolio and loan growth.
|
▪
|
The Company recorded total operating expenses of
$265.0 million
for the year ended
December 31, 2016
, compared to total operating expenses of
$255.2 million
in
2015
. Excluding goodwill impairment and restructuring charges in 2016 and restructuring charges in 2015, total operating expenses increased
$2.0 million
, or
1%
in 2016 from 2015. Increases in salaries and employee benefits, occupancy and equipment, and contract services expenses were partially offset by decreases in marketing and business development, professional fees, and other expenses.
|
▪
|
Assets under management and advisory (“AUM”) remained flat during
2016
at
$27.6 billion
due to negative net flows of
$1.5 billion
and the disposition of certain accounts amounting to $0.4 billion, offset by market appreciation of
$1.9 billion
. Negative net flows were seen in all three wealth management segments.
|
|
As of and for the year ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||
Net interest income
|
$
|
202,702
|
|
|
$
|
189,501
|
|
|
$
|
183,424
|
|
|
$
|
13,201
|
|
|
7
|
%
|
|
$
|
6,077
|
|
|
3
|
%
|
Fees and other income
|
18,947
|
|
|
11,352
|
|
|
10,617
|
|
|
7,595
|
|
|
67
|
%
|
|
735
|
|
|
7
|
%
|
|||||
Total revenues
|
221,649
|
|
|
200,853
|
|
|
194,041
|
|
|
20,796
|
|
|
10
|
%
|
|
6,812
|
|
|
4
|
%
|
|||||
Provision/ (credit) for loan losses
|
(6,935
|
)
|
|
(1,555
|
)
|
|
(6,400
|
)
|
|
(5,380
|
)
|
|
nm
|
|
|
4,845
|
|
|
(76
|
)%
|
|||||
Operating expenses
|
125,116
|
|
|
116,575
|
|
|
111,901
|
|
|
8,541
|
|
|
7
|
%
|
|
4,674
|
|
|
4
|
%
|
|||||
Income before income taxes
|
103,468
|
|
|
85,833
|
|
|
88,540
|
|
|
17,635
|
|
|
21
|
%
|
|
(2,707
|
)
|
|
(3
|
)%
|
|||||
Income tax expense
|
33,120
|
|
|
27,844
|
|
|
29,032
|
|
|
5,276
|
|
|
19
|
%
|
|
(1,188
|
)
|
|
(4
|
)%
|
|||||
Net income attributable to the Company
|
$
|
70,348
|
|
|
$
|
57,989
|
|
|
$
|
59,508
|
|
|
$
|
12,359
|
|
|
21
|
%
|
|
$
|
(1,519
|
)
|
|
(3
|
)%
|
Total loans
|
$
|
6,114,354
|
|
|
$
|
5,719,212
|
|
|
$
|
5,269,936
|
|
|
$
|
395,142
|
|
|
7
|
%
|
|
$
|
449,276
|
|
|
9
|
%
|
Assets
|
$
|
7,816,671
|
|
|
$
|
7,361,202
|
|
|
$
|
6,611,191
|
|
|
$
|
455,469
|
|
|
6
|
%
|
|
$
|
750,011
|
|
|
11
|
%
|
Deposits (1)
|
$
|
6,161,118
|
|
|
$
|
6,109,921
|
|
|
$
|
5,518,980
|
|
|
$
|
51,197
|
|
|
1
|
%
|
|
$
|
590,941
|
|
|
11
|
%
|
(1)
|
Deposits presented in this table do not include intercompany eliminations related to deposits in the Bank from Wealth and Investment affiliates or the Holding Company.
|
|
As of and for the year ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||
Wealth management and trust fees
|
$
|
43,980
|
|
|
$
|
51,309
|
|
|
$
|
34,582
|
|
|
$
|
(7,329
|
)
|
|
(14
|
)%
|
|
$
|
16,727
|
|
|
48
|
%
|
Other income
|
421
|
|
|
2,027
|
|
|
2
|
|
|
(1,606
|
)
|
|
(79
|
)%
|
|
2,025
|
|
|
nm
|
|
|||||
Total revenues
|
44,401
|
|
|
53,336
|
|
|
34,584
|
|
|
(8,935
|
)
|
|
(17
|
)%
|
|
18,752
|
|
|
54
|
%
|
|||||
Operating expenses, before restructuring and impairment of goodwill
|
53,299
|
|
|
50,750
|
|
|
28,662
|
|
|
2,549
|
|
|
5
|
%
|
|
22,088
|
|
|
77
|
%
|
|||||
Restructuring expense
|
2,017
|
|
|
3,724
|
|
|
739
|
|
|
(1,707
|
)
|
|
(46
|
)%
|
|
2,985
|
|
|
nm
|
|
|||||
Impairment of goodwill
|
9,528
|
|
|
—
|
|
|
—
|
|
|
9,528
|
|
|
nm
|
|
|
—
|
|
|
nm
|
|
|||||
Total operating expenses
|
64,844
|
|
|
54,474
|
|
|
29,401
|
|
|
10,370
|
|
|
19
|
%
|
|
25,073
|
|
|
85
|
%
|
|||||
Income/ (loss) before income taxes
|
(20,443
|
)
|
|
(1,138
|
)
|
|
5,183
|
|
|
(19,305
|
)
|
|
nm
|
|
|
(6,321
|
)
|
|
nm
|
|
|||||
Income tax expense/ (benefit)
|
(8,279
|
)
|
|
(350
|
)
|
|
2,201
|
|
|
(7,929
|
)
|
|
nm
|
|
|
(2,551
|
)
|
|
nm
|
|
|||||
Net income/ (loss) attributable to the Company
|
$
|
(12,164
|
)
|
|
$
|
(788
|
)
|
|
$
|
2,982
|
|
|
$
|
(11,376
|
)
|
|
nm
|
|
|
$
|
(3,770
|
)
|
|
nm
|
|
AUM
|
$
|
7,008,000
|
|
|
$
|
7,976,000
|
|
|
$
|
9,274,000
|
|
|
$
|
(968,000
|
)
|
|
(12
|
)%
|
|
$
|
(1,298,000
|
)
|
|
(14
|
)%
|
|
As of and for the year ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||
Investment management fees
|
$
|
44,410
|
|
|
$
|
45,694
|
|
|
$
|
47,123
|
|
|
$
|
(1,284
|
)
|
|
(3
|
)%
|
|
$
|
(1,429
|
)
|
|
(3
|
)%
|
Other income and net interest income
|
49
|
|
|
15
|
|
|
18
|
|
|
34
|
|
|
nm
|
|
|
(3
|
)
|
|
(17
|
)%
|
|||||
Total revenues
|
44,459
|
|
|
45,709
|
|
|
47,141
|
|
|
(1,250
|
)
|
|
(3
|
)%
|
|
(1,432
|
)
|
|
(3
|
)%
|
|||||
Operating expenses
|
32,863
|
|
|
33,690
|
|
|
34,848
|
|
|
(827
|
)
|
|
(2
|
)%
|
|
(1,158
|
)
|
|
(3
|
)%
|
|||||
Income before income taxes
|
11,596
|
|
|
12,019
|
|
|
12,293
|
|
|
(423
|
)
|
|
(4
|
)%
|
|
(274
|
)
|
|
(2
|
)%
|
|||||
Income tax expense
|
3,789
|
|
|
3,956
|
|
|
4,078
|
|
|
(167
|
)
|
|
(4
|
)%
|
|
(122
|
)
|
|
(3
|
)%
|
|||||
Noncontrolling interests
|
2,077
|
|
|
2,265
|
|
|
2,519
|
|
|
(188
|
)
|
|
(8
|
)%
|
|
(254
|
)
|
|
(10
|
)%
|
|||||
Net income attributable to the Company
|
$
|
5,730
|
|
|
$
|
5,798
|
|
|
$
|
5,696
|
|
|
$
|
(68
|
)
|
|
(1
|
)%
|
|
$
|
102
|
|
|
2
|
%
|
AUM
|
$
|
10,571,000
|
|
|
$
|
9,952,000
|
|
|
$
|
10,772,000
|
|
|
$
|
619,000
|
|
|
6
|
%
|
|
$
|
(820,000
|
)
|
|
(8
|
)%
|
|
As of and for the year ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||
Wealth advisory fees
|
$
|
50,581
|
|
|
$
|
50,437
|
|
|
$
|
48,082
|
|
|
$
|
144
|
|
|
—
|
%
|
|
$
|
2,355
|
|
|
5
|
%
|
Other income and net interest income
|
121
|
|
|
127
|
|
|
127
|
|
|
(6
|
)
|
|
(5
|
)%
|
|
—
|
|
|
—
|
%
|
|||||
Total revenues
|
50,702
|
|
|
50,564
|
|
|
48,209
|
|
|
138
|
|
|
—
|
%
|
|
2,355
|
|
|
5
|
%
|
|||||
Operating expenses
|
34,791
|
|
|
35,379
|
|
|
33,213
|
|
|
(588
|
)
|
|
(2
|
)%
|
|
2,166
|
|
|
7
|
%
|
|||||
Income before income taxes
|
15,911
|
|
|
15,185
|
|
|
14,996
|
|
|
726
|
|
|
5
|
%
|
|
189
|
|
|
1
|
%
|
|||||
Income tax expense
|
6,084
|
|
|
5,819
|
|
|
5,653
|
|
|
265
|
|
|
5
|
%
|
|
166
|
|
|
3
|
%
|
|||||
Noncontrolling interests
|
2,080
|
|
|
2,138
|
|
|
2,189
|
|
|
(58
|
)
|
|
(3
|
)%
|
|
(51
|
)
|
|
(2
|
)%
|
|||||
Net income attributable to the Company
|
$
|
7,747
|
|
|
$
|
7,228
|
|
|
$
|
7,154
|
|
|
$
|
519
|
|
|
7
|
%
|
|
$
|
74
|
|
|
1
|
%
|
AUM
|
$
|
9,989,000
|
|
|
$
|
9,688,000
|
|
|
$
|
9,883,000
|
|
|
$
|
301,000
|
|
|
3
|
%
|
|
$
|
(195,000
|
)
|
|
(2
|
)%
|
•
|
Volume and severity of past due, nonaccrual, and adversely graded loans,
|
•
|
Volume and terms of loans,
|
•
|
Concentrations of credit,
|
•
|
Management’s experience, as well as loan underwriting and loan review policy and procedures,
|
•
|
Economic and business conditions impacting the Bank’s loan portfolio, as well as consideration of collateral values, and
|
•
|
External factors, including consideration of loss factor trends, competition, and legal and regulatory requirements.
|
•
|
Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets.
|
•
|
Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (consider in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development.
|
•
|
Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.
|
•
|
Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation.
|
•
|
Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
|
▪
|
Cumulative pre-tax income, as adjusted for permanent book-to-tax differences, during the 2014 through 2016 period.
|
▪
|
Deferred tax assets are expected to reverse in periods when there will be taxable income.
|
▪
|
The Company projects sufficient future taxable income to be generated by operations during the available carryforward period.
|
▪
|
Certain tax planning strategies are available, such as reducing investments in tax-exempt securities.
|
▪
|
The Company has not had any operating loss or tax credit carryovers expiring unused in recent years.
|
|
Year ended December 31,
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||
Net interest income
|
$
|
200,438
|
|
|
$
|
185,770
|
|
|
$
|
179,701
|
|
|
$
|
14,668
|
|
|
8
|
%
|
|
$
|
6,069
|
|
|
3
|
%
|
Provision/ (credit) for loan losses
|
(6,935
|
)
|
|
(1,555
|
)
|
|
(6,400
|
)
|
|
(5,380
|
)
|
|
nm
|
|
|
4,845
|
|
|
(76
|
)%
|
|||||
Fees and other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment management fees
|
44,410
|
|
|
45,694
|
|
|
47,123
|
|
|
(1,284
|
)
|
|
(3
|
)%
|
|
(1,429
|
)
|
|
(3
|
)%
|
|||||
Wealth advisory fees
|
50,581
|
|
|
50,437
|
|
|
48,082
|
|
|
144
|
|
|
—
|
%
|
|
2,355
|
|
|
5
|
%
|
|||||
Wealth management and trust fees
|
43,980
|
|
|
51,309
|
|
|
34,582
|
|
|
(7,329
|
)
|
|
(14
|
)%
|
|
16,727
|
|
|
48
|
%
|
|||||
Other banking fee income
|
12,050
|
|
|
8,440
|
|
|
7,033
|
|
|
3,610
|
|
|
43
|
%
|
|
1,407
|
|
|
20
|
%
|
|||||
Gain on sale of loans, net
|
667
|
|
|
1,207
|
|
|
2,158
|
|
|
(540
|
)
|
|
(45
|
)%
|
|
(951
|
)
|
|
(44
|
)%
|
|||||
Other income
|
7,099
|
|
|
4,082
|
|
|
1,820
|
|
|
3,017
|
|
|
74
|
%
|
|
2,262
|
|
|
nm
|
|
|||||
Total fees and other income
|
158,787
|
|
|
161,169
|
|
|
140,798
|
|
|
(2,382
|
)
|
|
(1
|
)%
|
|
20,371
|
|
|
14
|
%
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating expenses
|
253,408
|
|
|
251,457
|
|
|
226,390
|
|
|
1,951
|
|
|
1
|
%
|
|
25,067
|
|
|
11
|
%
|
|||||
Restructuring expense
|
2,017
|
|
|
3,724
|
|
|
739
|
|
|
(1,707
|
)
|
|
(46
|
)%
|
|
2,985
|
|
|
nm
|
|
|||||
Impairment of goodwill
|
9,528
|
|
|
—
|
|
|
—
|
|
|
9,528
|
|
|
nm
|
|
|
—
|
|
|
nm
|
|
|||||
Total operating expenses
|
264,953
|
|
|
255,181
|
|
|
227,129
|
|
|
9,772
|
|
|
4
|
%
|
|
28,052
|
|
|
12
|
%
|
|||||
Income before income taxes
|
101,207
|
|
|
93,313
|
|
|
99,770
|
|
|
7,894
|
|
|
8
|
%
|
|
(6,457
|
)
|
|
(6
|
)%
|
|||||
Income tax expense
|
30,963
|
|
|
30,392
|
|
|
32,365
|
|
|
571
|
|
|
2
|
%
|
|
(1,973
|
)
|
|
(6
|
)%
|
|||||
Net income from continuing operations
|
70,244
|
|
|
62,921
|
|
|
67,405
|
|
|
7,323
|
|
|
12
|
%
|
|
(4,484
|
)
|
|
(7
|
)%
|
|||||
Net income from discontinued operations
|
5,541
|
|
|
6,411
|
|
|
6,160
|
|
|
(870
|
)
|
|
(14
|
)%
|
|
251
|
|
|
4
|
%
|
|||||
Less: Net income attributable to noncontrolling interests
|
4,157
|
|
|
4,407
|
|
|
4,750
|
|
|
(250
|
)
|
|
(6
|
)%
|
|
(343
|
)
|
|
(7
|
)%
|
|||||
Net income attributable to the Company
|
$
|
71,628
|
|
|
$
|
64,925
|
|
|
$
|
68,815
|
|
|
$
|
6,703
|
|
|
10
|
%
|
|
$
|
(3,890
|
)
|
|
(6
|
)%
|
(1)
|
Available-for-sale investment securities 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, except where noted.
|
(3)
|
Includes loans held for sale and nonaccrual loans.
|
(4)
|
Includes deposits held for sale, if any.
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
Change Due To
|
|
Change Due To
|
|||||||||||||||||||||
Rate
|
|
Volume
|
|
Total
|
|
Rate
|
|
Volume
|
|
Total
|
|||||||||||||
(In thousands)
|
|||||||||||||||||||||||
Interest income on interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and investments (1)
|
$
|
2,527
|
|
|
$
|
2,279
|
|
|
$
|
4,806
|
|
|
$
|
4,025
|
|
|
$
|
2,275
|
|
|
$
|
6,300
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial (1)
|
(717
|
)
|
|
2,758
|
|
|
2,041
|
|
|
(4,378
|
)
|
|
5,601
|
|
|
1,223
|
|
||||||
Commercial real estate (1)
|
(2,581
|
)
|
|
5,949
|
|
|
3,368
|
|
|
(2,278
|
)
|
|
(1,351
|
)
|
|
(3,629
|
)
|
||||||
Construction and land
|
797
|
|
|
(816
|
)
|
|
(19
|
)
|
|
(929
|
)
|
|
321
|
|
|
(608
|
)
|
||||||
Residential
|
(204
|
)
|
|
3,109
|
|
|
2,905
|
|
|
(973
|
)
|
|
3,637
|
|
|
2,664
|
|
||||||
Home equity
|
108
|
|
|
118
|
|
|
226
|
|
|
(118
|
)
|
|
242
|
|
|
124
|
|
||||||
Consumer and other
|
419
|
|
|
225
|
|
|
644
|
|
|
35
|
|
|
717
|
|
|
752
|
|
||||||
Total interest and dividend income
|
349
|
|
|
13,622
|
|
|
13,971
|
|
|
(4,616
|
)
|
|
11,442
|
|
|
6,826
|
|
||||||
Interest expense on interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NOW
|
$
|
95
|
|
|
$
|
24
|
|
|
$
|
119
|
|
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
6
|
|
Savings
|
4
|
|
|
4
|
|
|
8
|
|
|
(41
|
)
|
|
3
|
|
|
(38
|
)
|
||||||
Money market
|
300
|
|
|
251
|
|
|
551
|
|
|
1,205
|
|
|
965
|
|
|
2,170
|
|
||||||
Certificates of deposit
|
149
|
|
|
(258
|
)
|
|
(109
|
)
|
|
(124
|
)
|
|
(114
|
)
|
|
(238
|
)
|
||||||
Junior subordinated debentures
|
(1,448
|
)
|
|
—
|
|
|
(1,448
|
)
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
FHLB borrowings and other
|
(1,707
|
)
|
|
1,889
|
|
|
182
|
|
|
(1,364
|
)
|
|
218
|
|
|
(1,146
|
)
|
||||||
Total interest expense
|
(2,607
|
)
|
|
1,910
|
|
|
(697
|
)
|
|
(320
|
)
|
|
1,077
|
|
|
757
|
|
||||||
Net interest income
|
$
|
2,956
|
|
|
$
|
11,712
|
|
|
$
|
14,668
|
|
|
$
|
(4,296
|
)
|
|
$
|
10,365
|
|
|
$
|
6,069
|
|
(1)
|
Interest income on non-taxable investments and loans is presented on a non-FTE basis in this Rate-Volume table. The discussion following this table also reflects non-FTE data, except where noted.
|
|
December 31,
|
|
$
Change
|
|
%
Change
|
|||||||||
|
2016
|
|
2015
|
|
||||||||||
|
(In thousands)
|
|||||||||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Total cash and investments
|
$
|
1,507,845
|
|
|
$
|
1,474,737
|
|
|
$
|
33,108
|
|
|
2
|
%
|
Loans held for sale
|
3,464
|
|
|
8,072
|
|
|
(4,608
|
)
|
|
(57
|
)%
|
|||
Total loans
|
6,114,354
|
|
|
5,719,212
|
|
|
395,142
|
|
|
7
|
%
|
|||
Less: allowance for loan losses
|
78,077
|
|
|
78,500
|
|
|
(423
|
)
|
|
(1
|
)%
|
|||
Net loans
|
6,036,277
|
|
|
5,640,712
|
|
|
395,565
|
|
|
7
|
%
|
|||
Goodwill and intangible assets
|
169,279
|
|
|
185,089
|
|
|
(15,810
|
)
|
|
(9
|
)%
|
|||
Other assets
|
253,609
|
|
|
233,898
|
|
|
19,711
|
|
|
8
|
%
|
|||
Total assets
|
$
|
7,970,474
|
|
|
$
|
7,542,508
|
|
|
$
|
427,966
|
|
|
6
|
%
|
Liabilities and Equity:
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
6,085,146
|
|
|
$
|
6,040,437
|
|
|
$
|
44,709
|
|
|
1
|
%
|
Total borrowings
|
980,192
|
|
|
625,902
|
|
|
354,290
|
|
|
57
|
%
|
|||
Other liabilities
|
119,683
|
|
|
111,468
|
|
|
8,215
|
|
|
7
|
%
|
|||
Total liabilities
|
7,185,021
|
|
|
6,777,807
|
|
|
407,214
|
|
|
6
|
%
|
|||
Redeemable noncontrolling interests
|
16,972
|
|
|
18,088
|
|
|
(1,116
|
)
|
|
(6
|
)%
|
|||
Total shareholders’ equity
|
768,481
|
|
|
746,613
|
|
|
21,868
|
|
|
3
|
%
|
|||
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
|
$
|
7,970,474
|
|
|
$
|
7,542,508
|
|
|
$
|
427,966
|
|
|
6
|
%
|
|
December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
|
(In thousands)
|
||||||||||
Available-for-sale:
|
|
|
|
|
|
||||||
U.S. government and agencies
|
$
|
39,936
|
|
|
$
|
21,251
|
|
|
$
|
16,882
|
|
Government-sponsored entities
|
336,664
|
|
|
344,562
|
|
|
274,253
|
|
|||
Municipal bonds
|
293,397
|
|
|
268,644
|
|
|
235,248
|
|
|||
Mortgage-backed securities (1)
|
570,327
|
|
|
427,041
|
|
|
283,704
|
|
|||
Other
|
23,808
|
|
|
23,012
|
|
|
19,906
|
|
|||
Total available-for-sale
|
$
|
1,264,132
|
|
|
$
|
1,084,510
|
|
|
$
|
829,993
|
|
(1)
|
All mortgage-backed securities are guaranteed by U.S. government agencies or government-sponsored entities.
|
|
Year ended December 31, 2016
|
|||||
Average
Balance
|
|
Average
Rate
|
||||
|
(In thousands)
|
|||||
Noninterest-bearing deposits:
|
|
|
|
|||
Checking accounts
|
$
|
1,736,637
|
|
|
—
|
%
|
Interest bearing deposits:
|
|
|
|
|||
NOW
|
553,981
|
|
|
0.08
|
%
|
|
Savings
|
75,977
|
|
|
0.12
|
%
|
|
Money market
|
2,960,702
|
|
|
0.39
|
%
|
|
Certificates of deposit
|
565,274
|
|
|
0.82
|
%
|
|
Total interest bearing deposits
|
$
|
4,155,934
|
|
|
0.40
|
%
|
Total deposits
|
$
|
5,892,571
|
|
|
0.28
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Less than 3 months remaining
|
$
|
109,766
|
|
|
$
|
169,359
|
|
3 to 6 months remaining
|
59,661
|
|
|
93,746
|
|
||
6 to 12 months remaining
|
125,229
|
|
|
96,784
|
|
||
More than 12 months remaining
|
45,974
|
|
|
52,088
|
|
||
Total
|
$
|
340,630
|
|
|
$
|
411,977
|
|
|
New England
|
|
San Francisco Bay Area
|
|
Southern California
|
|
Total
|
||||||||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||||||||
Commercial and industrial loans
|
$
|
493,451
|
|
|
8
|
%
|
|
$
|
50,578
|
|
|
1
|
%
|
|
$
|
67,341
|
|
|
1
|
%
|
|
$
|
611,370
|
|
|
10
|
%
|
Commercial tax exempt loans
|
317,691
|
|
|
5
|
%
|
|
69,064
|
|
|
1
|
%
|
|
11,849
|
|
|
—
|
%
|
|
398,604
|
|
|
6
|
%
|
||||
Commercial real estate loans
|
1,012,284
|
|
|
17
|
%
|
|
637,042
|
|
|
10
|
%
|
|
652,918
|
|
|
11
|
%
|
|
2,302,244
|
|
|
38
|
%
|
||||
Construction and land loans
|
47,434
|
|
|
1
|
%
|
|
29,629
|
|
|
1
|
%
|
|
27,776
|
|
|
—
|
%
|
|
104,839
|
|
|
2
|
%
|
||||
Residential loans
|
1,456,592
|
|
|
24
|
%
|
|
473,102
|
|
|
8
|
%
|
|
450,167
|
|
|
7
|
%
|
|
2,379,861
|
|
|
39
|
%
|
||||
Home equity loans
|
87,280
|
|
|
2
|
%
|
|
25,129
|
|
|
—
|
%
|
|
6,408
|
|
|
—
|
%
|
|
118,817
|
|
|
2
|
%
|
||||
Consumer and other loans
|
186,680
|
|
|
3
|
%
|
|
7,517
|
|
|
—
|
%
|
|
4,422
|
|
|
—
|
%
|
|
198,619
|
|
|
3
|
%
|
||||
Total loans (1)
|
$
|
3,601,412
|
|
|
59
|
%
|
|
$
|
1,292,061
|
|
|
21
|
%
|
|
$
|
1,220,881
|
|
|
20
|
%
|
|
$
|
6,114,354
|
|
|
100
|
%
|
(1)
|
Regional percentage totals may not reconcile due to rounding.
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||||||||||
Commercial and industrial loans
|
$
|
611,370
|
|
|
10
|
%
|
|
$
|
633,019
|
|
|
11
|
%
|
|
$
|
541,087
|
|
|
10
|
%
|
|
$
|
513,595
|
|
|
10
|
%
|
|
$
|
495,011
|
|
|
10
|
%
|
Commercial tax exempt
|
398,604
|
|
|
6
|
%
|
|
331,767
|
|
|
6
|
%
|
|
294,761
|
|
|
6
|
%
|
|
231,855
|
|
|
4
|
%
|
|
182,066
|
|
|
4
|
%
|
|||||
Commercial real estate loans
|
2,302,244
|
|
|
38
|
%
|
|
2,060,903
|
|
|
36
|
%
|
|
1,905,640
|
|
|
36
|
%
|
|
1,933,997
|
|
|
38
|
%
|
|
1,820,599
|
|
|
38
|
%
|
|||||
Construction and land loans
|
104,839
|
|
|
2
|
%
|
|
183,434
|
|
|
3
|
%
|
|
125,349
|
|
|
2
|
%
|
|
153,917
|
|
|
3
|
%
|
|
137,570
|
|
|
3
|
%
|
|||||
Residential loans
|
2,379,861
|
|
|
39
|
%
|
|
2,229,540
|
|
|
39
|
%
|
|
2,132,095
|
|
|
41
|
%
|
|
2,032,294
|
|
|
40
|
%
|
|
1,906,089
|
|
|
39
|
%
|
|||||
Home equity loans
|
118,817
|
|
|
2
|
%
|
|
119,828
|
|
|
2
|
%
|
|
114,859
|
|
|
2
|
%
|
|
113,660
|
|
|
2
|
%
|
|
123,551
|
|
|
3
|
%
|
|||||
Consumer and other loans
|
198,619
|
|
|
3
|
%
|
|
160,721
|
|
|
3
|
%
|
|
156,145
|
|
|
3
|
%
|
|
133,002
|
|
|
3
|
%
|
|
148,728
|
|
|
3
|
%
|
|||||
Subtotal Bank loans
|
6,114,354
|
|
|
100
|
%
|
|
5,719,212
|
|
|
100
|
%
|
|
5,269,936
|
|
|
100
|
%
|
|
5,112,320
|
|
|
100
|
%
|
|
4,813,614
|
|
|
100
|
%
|
|||||
Less: Allowance for loan losses
|
78,077
|
|
|
|
|
78,500
|
|
|
|
|
75,838
|
|
|
|
|
76,371
|
|
|
|
|
84,057
|
|
|
|
||||||||||
Net Bank loans
|
$
|
6,036,277
|
|
|
|
|
$
|
5,640,712
|
|
|
|
|
$
|
5,194,098
|
|
|
|
|
$
|
5,035,949
|
|
|
|
|
$
|
4,729,557
|
|
|
|
|
Amounts due:
|
||||||||||||||||||||||||||
|
One year or less
|
|
After one through five years
|
|
Beyond five years
|
|
Total
|
||||||||||||||||||||
|
Balance
|
|
Percent
|
|
Balance
|
|
Percent
|
|
Balance
|
|
Percent
|
|
Balance
|
|
Percent
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Commercial and industrial loans
|
$
|
261,451
|
|
|
4
|
%
|
|
$
|
182,150
|
|
|
3
|
%
|
|
$
|
167,769
|
|
|
3
|
%
|
|
$
|
611,370
|
|
|
10
|
%
|
Commercial tax exempt loans
|
—
|
|
|
—
|
%
|
|
30,697
|
|
|
—
|
%
|
|
367,907
|
|
|
6
|
%
|
|
398,604
|
|
|
6
|
%
|
||||
Commercial real estate loans
|
181,784
|
|
|
3
|
%
|
|
822,107
|
|
|
14
|
%
|
|
1,298,353
|
|
|
21
|
%
|
|
2,302,244
|
|
|
38
|
%
|
||||
Construction and land loans
|
39,272
|
|
|
1
|
%
|
|
13,781
|
|
|
—
|
%
|
|
51,786
|
|
|
1
|
%
|
|
104,839
|
|
|
2
|
%
|
||||
Residential loans
|
—
|
|
|
—
|
%
|
|
1,216
|
|
|
—
|
%
|
|
2,378,645
|
|
|
39
|
%
|
|
2,379,861
|
|
|
39
|
%
|
||||
Home equity loans
|
—
|
|
|
—
|
%
|
|
1,712
|
|
|
—
|
%
|
|
117,105
|
|
|
2
|
%
|
|
118,817
|
|
|
2
|
%
|
||||
Consumer and other loans
|
193,185
|
|
|
3
|
%
|
|
3,786
|
|
|
—
|
%
|
|
1,648
|
|
|
—
|
%
|
|
198,619
|
|
|
3
|
%
|
||||
Total loans
|
$
|
675,692
|
|
|
11
|
%
|
|
$
|
1,055,449
|
|
|
17
|
%
|
|
$
|
4,383,213
|
|
|
72
|
%
|
|
$
|
6,114,354
|
|
|
100
|
%
|
|
Year ended December 31,
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
|
(In thousands)
|
||||||||||||||||||
Total loans outstanding
|
$
|
6,114,354
|
|
|
$
|
5,719,212
|
|
|
$
|
5,269,936
|
|
|
$
|
5,112,459
|
|
|
$
|
4,814,136
|
|
Average loans outstanding (1)
|
5,762,892
|
|
|
5,445,597
|
|
|
5,159,752
|
|
|
4,973,394
|
|
|
4,959,316
|
|
|||||
Allowance for loan losses, beginning of year
|
$
|
78,500
|
|
|
$
|
75,838
|
|
|
$
|
76,371
|
|
|
$
|
84,057
|
|
|
$
|
96,114
|
|
Charged-off loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total commercial and industrial (2)
|
(2,851
|
)
|
|
(253
|
)
|
|
(717
|
)
|
|
(218
|
)
|
|
(4,968
|
)
|
|||||
Commercial real estate loans
|
—
|
|
|
(1,400
|
)
|
|
(3,160
|
)
|
|
(2,712
|
)
|
|
(8,306
|
)
|
|||||
Construction and land loans
|
(400
|
)
|
|
—
|
|
|
(1,100
|
)
|
|
(100
|
)
|
|
(710
|
)
|
|||||
Residential loans
|
(605
|
)
|
|
(313
|
)
|
|
(263
|
)
|
|
(2,008
|
)
|
|
(2,944
|
)
|
|||||
Home equity loans
|
—
|
|
|
—
|
|
|
—
|
|
|
(360
|
)
|
|
(129
|
)
|
|||||
Consumer and other loans
|
(93
|
)
|
|
(70
|
)
|
|
(56
|
)
|
|
(19
|
)
|
|
(128
|
)
|
|||||
Total charged-off loans
|
(3,949
|
)
|
|
(2,036
|
)
|
|
(5,296
|
)
|
|
(5,417
|
)
|
|
(17,185
|
)
|
|||||
Recoveries on loans previously charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total commercial and industrial (2)
|
3,212
|
|
|
2,471
|
|
|
2,231
|
|
|
1,219
|
|
|
1,811
|
|
|||||
Commercial real estate loans
|
6,040
|
|
|
2,482
|
|
|
3,975
|
|
|
5,218
|
|
|
3,503
|
|
|||||
Construction and land loans
|
1,117
|
|
|
1,158
|
|
|
2,581
|
|
|
1,232
|
|
|
2,425
|
|
|||||
Residential loans
|
65
|
|
|
141
|
|
|
2,152
|
|
|
24
|
|
|
472
|
|
|||||
Home equity loans
|
—
|
|
|
—
|
|
|
15
|
|
|
24
|
|
|
68
|
|
|||||
Consumer and other loans
|
27
|
|
|
1
|
|
|
209
|
|
|
14
|
|
|
149
|
|
|||||
Total recoveries
|
10,461
|
|
|
6,253
|
|
|
11,163
|
|
|
7,731
|
|
|
8,428
|
|
|||||
Net loans (charged-off)/ recoveries
|
6,512
|
|
|
4,217
|
|
|
5,867
|
|
|
2,314
|
|
|
(8,757
|
)
|
|||||
Provision/(credit) for loan losses
|
(6,935
|
)
|
|
(1,555
|
)
|
|
(6,400
|
)
|
|
(10,000
|
)
|
|
(3,300
|
)
|
|||||
Allowance for loan losses, end of year
|
$
|
78,077
|
|
|
$
|
78,500
|
|
|
$
|
75,838
|
|
|
$
|
76,371
|
|
|
$
|
84,057
|
|
Net loans charged-off/ (recoveries) to average loans
|
(0.11
|
)%
|
|
(0.08
|
)%
|
|
(0.11
|
)%
|
|
(0.05
|
)%
|
|
0.18
|
%
|
|||||
Allowance for loan losses to total loans
|
1.28
|
%
|
|
1.37
|
%
|
|
1.44
|
%
|
|
1.49
|
%
|
|
1.75
|
%
|
|||||
Allowance for loan losses to nonaccrual loans (3)
|
4.51
|
|
|
2.95
|
|
|
1.72
|
|
|
1.71
|
|
|
1.38
|
|
(1)
|
Includes loans held for sale.
|
(2)
|
Includes both commercial and industrial loans and commercial tax exempt loans.
|
(3)
|
Excludes loans in the held for sale category that are on nonaccrual status.
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||
Amount
|
|
%(1)
|
|
Amount
|
|
%(1)
|
|
Amount
|
|
%(1)
|
|
Amount
|
|
%(1)
|
|
Amount
|
|
%(1)
|
||||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||||||||||||||
Loan category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total commercial and industrial (2)
|
$
|
12,751
|
|
|
16
|
%
|
|
$
|
15,814
|
|
|
17
|
%
|
|
$
|
14,114
|
|
|
18
|
%
|
|
$
|
12,837
|
|
|
17
|
%
|
|
$
|
11,825
|
|
|
17
|
%
|
Commercial real estate loans
|
50,412
|
|
|
38
|
%
|
|
44,215
|
|
|
36
|
%
|
|
43,854
|
|
|
34
|
%
|
|
44,979
|
|
|
35
|
%
|
|
52,497
|
|
|
35
|
%
|
|||||
Construction and land loans
|
3,039
|
|
|
2
|
%
|
|
6,322
|
|
|
3
|
%
|
|
4,041
|
|
|
2
|
%
|
|
4,465
|
|
|
3
|
%
|
|
5,016
|
|
|
3
|
%
|
|||||
Residential loans
|
10,449
|
|
|
39
|
%
|
|
10,544
|
|
|
39
|
%
|
|
10,374
|
|
|
41
|
%
|
|
10,732
|
|
|
40
|
%
|
|
10,892
|
|
|
39
|
%
|
|||||
Home equity loans
|
1,035
|
|
|
2
|
%
|
|
1,085
|
|
|
2
|
%
|
|
1,003
|
|
|
2
|
%
|
|
1,020
|
|
|
2
|
%
|
|
1,085
|
|
|
3
|
%
|
|||||
Consumer and other loans
|
391
|
|
|
3
|
%
|
|
520
|
|
|
3
|
%
|
|
382
|
|
|
3
|
%
|
|
322
|
|
|
3
|
%
|
|
540
|
|
|
3
|
%
|
|||||
Unallocated (3)
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
2,070
|
|
|
—
|
%
|
|
2,016
|
|
|
—
|
%
|
|
2,202
|
|
|
—
|
%
|
|||||
Total allowance for loan losses
|
$
|
78,077
|
|
|
100
|
%
|
|
$
|
78,500
|
|
|
100
|
%
|
|
$
|
75,838
|
|
|
100
|
%
|
|
$
|
76,371
|
|
|
100
|
%
|
|
$
|
84,057
|
|
|
100
|
%
|
(1)
|
Percent refers to the amount of loans in each category as a percent of total loans.
|
(2)
|
Includes both commercial and industrial loans and commercial tax exempt loans.
|
(3)
|
As of December 31, 2015, the unallocated reserve was allocated to the qualitative factors as part of the general reserves (ASC 450). The allocation had no effect on the 2015 provision/ (credit) for loan losses.
|
|
For the year ended December 31,
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
|
(In thousands)
|
||||||||||||||||||
Net loans (charged-off)/ recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
New England
|
$
|
1,954
|
|
|
$
|
(502
|
)
|
|
$
|
(1,686
|
)
|
|
$
|
(2,422
|
)
|
|
$
|
(5,593
|
)
|
San Francisco Bay Area
|
4,693
|
|
|
4,217
|
|
|
3,671
|
|
|
2,576
|
|
|
(2,768
|
)
|
|||||
Southern California
|
(135
|
)
|
|
502
|
|
|
3,882
|
|
|
2,160
|
|
|
289
|
|
|||||
Pacific Northwest
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
(685
|
)
|
|||||
Total net loans (charged-off)/ recoveries
|
$
|
6,512
|
|
|
$
|
4,217
|
|
|
$
|
5,867
|
|
|
$
|
2,314
|
|
|
$
|
(8,757
|
)
|
|
December 31,
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
|
(In thousands)
|
||||||||||||||||||
Loans accounted for on a nonaccrual basis
|
$
|
17,315
|
|
|
$
|
26,571
|
|
|
$
|
44,182
|
|
|
$
|
44,762
|
|
|
$
|
60,745
|
|
OREO
|
1,690
|
|
|
776
|
|
|
929
|
|
|
776
|
|
|
3,616
|
|
|||||
Total nonperforming assets
|
$
|
19,005
|
|
|
$
|
27,347
|
|
|
$
|
45,111
|
|
|
$
|
45,538
|
|
|
$
|
64,361
|
|
Loans past due 90 days or more, but still accruing
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
3,556
|
|
Delinquent loans 30-89 days past due (1)
|
$
|
15,137
|
|
|
$
|
13,094
|
|
|
$
|
6,960
|
|
|
$
|
13,742
|
|
|
$
|
46,376
|
|
Troubled debt restructured loans (2)
|
$
|
18,078
|
|
|
$
|
30,583
|
|
|
$
|
44,768
|
|
|
$
|
54,479
|
|
|
$
|
54,533
|
|
Nonaccrual loans as a % of total loans
|
0.28
|
%
|
|
0.46
|
%
|
|
0.84
|
%
|
|
0.88
|
%
|
|
1.26
|
%
|
|||||
Nonperforming assets as a % of total assets
|
0.24
|
%
|
|
0.36
|
%
|
|
0.66
|
%
|
|
0.71
|
%
|
|
1.00
|
%
|
|||||
Delinquent loans 30-89 days past due as a % of total loans (3)
|
0.25
|
%
|
|
0.23
|
%
|
|
0.13
|
%
|
|
0.27
|
%
|
|
0.96
|
%
|
(1)
|
Excludes 30-89 day delinquent loans held for sale of $0.3 million as of December 31, 2012.
|
(2)
|
Includes $5.7 million, $12.0 million, $20.5 million, $26.1 million, and $27.8 million also reported in nonaccrual loans as of
December 31, 2016
, 2015, 2014, 2013, and 2012 respectively.
|
(3)
|
Excludes loans past due 90 days or more, but still accruing, of $0.1 million and $3.6 million, as of December 31, 2013 and 2012 respectively.
|
|
December 31,
|
||||||
2016
|
|
2015
|
|||||
(In thousands)
|
|||||||
Nonaccrual loans, beginning of year
|
$
|
26,571
|
|
|
$
|
44,182
|
|
Transfers in to nonaccrual status
|
10,388
|
|
|
16,763
|
|
||
Transfers out to OREO
|
(1,944
|
)
|
|
—
|
|
||
Transfers out to accrual status
|
(2,075
|
)
|
|
(6,763
|
)
|
||
Charge-offs
|
(3,679
|
)
|
|
(2,037
|
)
|
||
Paid off/ paid down
|
(11,946
|
)
|
|
(25,574
|
)
|
||
Nonaccrual loans, end of year
|
$
|
17,315
|
|
|
$
|
26,571
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Nonaccrual loans:
|
|
|
|
||||
New England
|
$
|
10,081
|
|
|
$
|
19,572
|
|
San Francisco Bay Area
|
2,989
|
|
|
4,977
|
|
||
Southern California
|
4,245
|
|
|
2,022
|
|
||
Total nonaccrual loans
|
$
|
17,315
|
|
|
$
|
26,571
|
|
Loans 30-89 days past due and accruing:
|
|
|
|
||||
New England
|
$
|
10,311
|
|
|
$
|
7,118
|
|
San Francisco Bay Area
|
591
|
|
|
2,806
|
|
||
Southern California
|
4,235
|
|
|
3,170
|
|
||
Total loans 30-89 days past due
|
$
|
15,137
|
|
|
$
|
13,094
|
|
Accruing substandard loans:
|
|
|
|
||||
New England
|
$
|
10,972
|
|
|
$
|
22,026
|
|
San Francisco Bay Area
|
15,890
|
|
|
19,990
|
|
||
Southern California
|
36,809
|
|
|
16,398
|
|
||
Total accruing substandard loans
|
$
|
63,671
|
|
|
$
|
58,414
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Nonaccrual loans:
|
|
|
|
||||
Commercial and industrial
|
$
|
572
|
|
|
$
|
1,019
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
||
Commercial real estate
|
4,583
|
|
|
11,232
|
|
||
Construction and land
|
179
|
|
|
3,297
|
|
||
Residential
|
10,908
|
|
|
9,661
|
|
||
Home equity
|
1,072
|
|
|
1,306
|
|
||
Consumer and other
|
1
|
|
|
56
|
|
||
Total nonaccrual loans
|
$
|
17,315
|
|
|
$
|
26,571
|
|
Loans 30-89 days past due and accruing:
|
|
|
|
||||
Commercial and industrial
|
$
|
1,619
|
|
|
$
|
2,667
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
||
Commercial real estate
|
3,096
|
|
|
2,620
|
|
||
Construction and land
|
—
|
|
|
—
|
|
||
Residential
|
4,182
|
|
|
7,140
|
|
||
Home equity
|
245
|
|
|
40
|
|
||
Consumer and other
|
5,995
|
|
|
627
|
|
||
Total loans 30-89 days past due
|
$
|
15,137
|
|
|
$
|
13,094
|
|
Accruing substandard loans:
|
|
|
|
||||
Commercial and industrial
|
$
|
9,277
|
|
|
$
|
11,455
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
||
Commercial real estate
|
49,696
|
|
|
33,705
|
|
||
Construction and land
|
3,297
|
|
|
4,600
|
|
||
Residential
|
1,399
|
|
|
6,675
|
|
||
Home equity
|
—
|
|
|
—
|
|
||
Consumer and other
|
2
|
|
|
1,979
|
|
||
Total accruing substandard loans
|
$
|
63,671
|
|
|
$
|
58,414
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Loans accounted for on a nonaccrual basis
|
$
|
17,315
|
|
|
$
|
26,571
|
|
|
$
|
44,182
|
|
|
$
|
44,762
|
|
|
$
|
60,745
|
|
Interest income recorded during the year on these loans (1)
|
322
|
|
|
315
|
|
|
1,202
|
|
|
512
|
|
|
1,452
|
|
|||||
Interest income that would have been recorded on these nonaccrual loans during the year if the loans had been performing in accordance with their original terms and had been outstanding for the full year or since origination, if held for part of the year
|
1,091
|
|
|
2,041
|
|
|
3,001
|
|
|
3,320
|
|
|
5,245
|
|
|||||
Accruing troubled debt restructured loans
|
12,401
|
|
|
18,614
|
|
|
24,305
|
|
|
28,398
|
|
|
26,680
|
|
|||||
Interest income recorded during the year on these accruing TDR loans
|
652
|
|
|
822
|
|
|
1,094
|
|
|
1,194
|
|
|
1,128
|
|
|||||
Interest income that would have been recorded on these accruing TDR loans during the year if the loans had been performing in accordance with their original terms and had been outstanding for the full year or since origination, if held for part of the year
|
685
|
|
|
1,239
|
|
|
1,618
|
|
|
1,824
|
|
|
1,681
|
|
(1)
|
Represents interest income recorded while loans were in a performing status, prior to being placed on nonaccrual status and any interest income recorded on a cash basis while the loan was on nonaccrual status.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Federal Home Loan Bank Borrowings
|
$
|
734,205
|
|
|
$
|
490,271
|
|
|
$
|
169,743
|
|
|
$
|
64,552
|
|
|
$
|
9,639
|
|
Securities sold under agreements to repurchase
|
59,624
|
|
|
59,624
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Federal fund purchased
|
80,000
|
|
|
80,000
|
|
|
|
|
|
|
|
||||||||
Junior subordinated debentures
|
106,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,363
|
|
|||||
Operating lease obligations
|
158,212
|
|
|
18,553
|
|
|
37,176
|
|
|
34,786
|
|
|
67,697
|
|
|||||
Deferred compensation and benefits (1)
|
28,979
|
|
|
1,214
|
|
|
5,326
|
|
|
6,203
|
|
|
16,236
|
|
|||||
Data processing
|
6,419
|
|
|
6,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Bonus and commissions
|
11,171
|
|
|
11,171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Severance accrual
|
1,977
|
|
|
1,676
|
|
|
301
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term obligations
|
434
|
|
|
257
|
|
|
177
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations at December 31, 2016
|
$
|
1,187,384
|
|
|
$
|
669,185
|
|
|
$
|
212,723
|
|
|
$
|
105,541
|
|
|
$
|
199,935
|
|
(1)
|
Includes supplemental executive retirement plans, deferred compensation plan, salary continuation plans, long term incentive plans, and split dollar life insurance.
|
|
Payments Due by Period
|
||||||||||||||||||
Total
|
|
Less than 1
Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
|||||||||||
|
(In thousands)
|
||||||||||||||||||
Unadvanced portion of loans, unused lines of credit, and commitments to originate loans
|
$
|
1,449,400
|
|
|
$
|
645,169
|
|
|
$
|
186,604
|
|
|
$
|
12,713
|
|
|
$
|
604,914
|
|
Standby letters of credit
|
38,391
|
|
|
36,602
|
|
|
1,765
|
|
|
24
|
|
|
—
|
|
|||||
Forward commitments to sell loans
|
9,663
|
|
|
9,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commitments at December 31, 2016
|
$
|
1,497,454
|
|
|
$
|
691,434
|
|
|
$
|
188,369
|
|
|
$
|
12,737
|
|
|
$
|
604,914
|
|
•
|
The base model is built as a static balance sheet simulation. Growth and/or contraction are not incorporated into the base model to avoid masking of the inherent interest rate risk in the balance sheet as it stands at a point in time, however, balance sheet adjustments may be incorporated into the model to reflect anticipated changes in certain balance sheet categories.
|
•
|
The model utilizes the FHLB, LIBOR, and Treasury yield curves in effect as of
December 31, 2016
. Other market rates used in this analysis include the Prime rate and Federal Funds rate, which were 3.75% and 0.75% respectively, at December 31, 2016. All interest rate changes are assumed to occur in the first 12 months and remain flat thereafter. All market rates are floored at 0.00% (Federal Funds, Treasury yields, LIBOR, FHLB), while the Prime rate is floored at 3.00%. All points on the market yield curves increase/decrease congruently.
|
|
Within Three
Months
|
|
Over Three to
Six Months
|
|
Over Six to
Twelve
Months
|
|
Over One
Year to Five
Years
|
|
Over Five
Years
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Interest-earning assets (1):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest bearing cash
|
$
|
71,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,150
|
|
Investment securities
|
75,984
|
|
|
35,220
|
|
|
60,311
|
|
|
548,511
|
|
|
637,185
|
|
|
1,357,211
|
|
||||||
FHLB stock
|
44,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,077
|
|
||||||
Loans held for sale (2)
|
3,464
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,464
|
|
||||||
Loans—Fixed rate (5)
|
157,722
|
|
|
141,056
|
|
|
210,766
|
|
|
1,130,993
|
|
|
362,896
|
|
|
2,003,433
|
|
||||||
Loans—Variable rate
|
1,840,481
|
|
|
305,161
|
|
|
424,852
|
|
|
1,268,818
|
|
|
271,609
|
|
|
4,110,921
|
|
||||||
Total interest-earning assets
|
$
|
2,192,878
|
|
|
$
|
481,437
|
|
|
$
|
695,929
|
|
|
$
|
2,948,322
|
|
|
$
|
1,271,690
|
|
|
$
|
7,590,256
|
|
Interest-bearing liabilities (3):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings and NOW accounts (4)
|
$
|
—
|
|
|
$
|
652,819
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
652,819
|
|
Money market accounts (4) (5)
|
—
|
|
|
3,102,048
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,102,048
|
|
||||||
Certificates of deposit
|
140,304
|
|
|
73,522
|
|
|
213,802
|
|
|
149,000
|
|
|
3
|
|
|
576,631
|
|
||||||
Securities sold under agreements to repurchase
|
—
|
|
|
59,624
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,624
|
|
||||||
Federal funds purchased
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,000
|
|
||||||
FHLB borrowings
|
422,842
|
|
|
8,652
|
|
|
59,223
|
|
|
234,748
|
|
|
8,740
|
|
|
734,205
|
|
||||||
Junior subordinated debentures
|
103,093
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,270
|
|
|
106,363
|
|
||||||
Total interest-bearing liabilities
|
$
|
746,239
|
|
|
$
|
3,896,665
|
|
|
$
|
273,025
|
|
|
$
|
383,748
|
|
|
$
|
12,013
|
|
|
$
|
5,311,690
|
|
Net interest sensitivity gap during the period
|
$
|
1,446,639
|
|
|
$
|
(3,415,228
|
)
|
|
$
|
422,904
|
|
|
$
|
2,564,574
|
|
|
$
|
1,259,677
|
|
|
$
|
2,278,566
|
|
Cumulative gap
|
$
|
1,446,639
|
|
|
$
|
(1,968,589
|
)
|
|
$
|
(1,545,685
|
)
|
|
$
|
1,018,889
|
|
|
$
|
2,278,566
|
|
|
|
||
Interest-sensitive assets as a percent of interest-sensitive liabilities (cumulative)
|
293.86
|
%
|
|
57.60
|
%
|
|
68.56
|
%
|
|
119.23
|
%
|
|
142.90
|
%
|
|
|
|||||||
Cumulative gap as a percent of total assets
|
18.15
|
%
|
|
(24.70
|
)%
|
|
(19.39
|
)%
|
|
12.78
|
%
|
|
28.59
|
%
|
|
|
(1)
|
Adjustable and floating-rate assets are included in the period in which interest rates are next scheduled to adjust rather than in the period in which they are due, and fixed rate assets are included in the periods in which they are scheduled to mature or have contractual returns of principal. Prepayments of principal based upon standard estimated prepayment speeds are also included in each time period.
|
(2)
|
Loans held for sale are typically sold within three months of origination.
|
(3)
|
Does not include
$1.8 billion
of demand accounts because they are non-interest bearing.
|
(4)
|
While savings, NOW and money market accounts can be withdrawn any time, management believes they have characteristics that make their effective maturity longer.
|
(5)
|
Does not include the economic effect of hedges. Our hedges are designed to protect our net interest income from interest rate changes on certain loans, deposits and borrowings. The interest rate sensitivity table reflects the sensitivity at current interest rates. As a result, the notional amounts of our hedges are not included in the table. For additional information on our Derivatives, see Part II. Item 8. “Notes to Consolidated Financial Statements - Note 9: Derivatives and Hedging Activities.”
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In thousands, except share and per share data)
|
||||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
106,557
|
|
|
$
|
238,694
|
|
Investment securities available-for-sale (amortized cost of $1,283,161 and $1,084,105 at December 31, 2016 and 2015, respectively)
|
1,264,132
|
|
|
1,084,510
|
|
||
Investment securities held-to-maturity (fair value of $92,604 and $116,384 at December 31, 2016 and 2015, respectively)
|
93,079
|
|
|
116,352
|
|
||
Stock in Federal Home Loan Banks
|
44,077
|
|
|
35,181
|
|
||
Loans held for sale
|
3,464
|
|
|
8,072
|
|
||
Total loans
|
6,114,354
|
|
|
5,719,212
|
|
||
Less: Allowance for loan losses
|
78,077
|
|
|
78,500
|
|
||
Net loans
|
6,036,277
|
|
|
5,640,712
|
|
||
Other real estate owned (“OREO”)
|
1,690
|
|
|
776
|
|
||
Premises and equipment, net
|
31,827
|
|
|
31,036
|
|
||
Goodwill
|
142,554
|
|
|
152,082
|
|
||
Intangible assets, net
|
26,725
|
|
|
33,007
|
|
||
Fees receivable
|
13,400
|
|
|
11,258
|
|
||
Accrued interest receivable
|
20,479
|
|
|
17,950
|
|
||
Deferred income taxes, net
|
55,460
|
|
|
51,699
|
|
||
Other assets
|
130,753
|
|
|
121,179
|
|
||
Total assets
|
$
|
7,970,474
|
|
|
$
|
7,542,508
|
|
Liabilities:
|
|
|
|
||||
Deposits
|
$
|
6,085,146
|
|
|
$
|
6,040,437
|
|
Securities sold under agreements to repurchase
|
59,624
|
|
|
58,215
|
|
||
Federal funds purchased
|
80,000
|
|
|
—
|
|
||
Federal Home Loan Bank borrowings
|
734,205
|
|
|
461,324
|
|
||
Junior subordinated debentures
|
106,363
|
|
|
106,363
|
|
||
Other liabilities
|
119,683
|
|
|
111,468
|
|
||
Total liabilities
|
7,185,021
|
|
|
6,777,807
|
|
||
Redeemable Noncontrolling Interests
|
16,972
|
|
|
18,088
|
|
||
Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, $1.00 par value; authorized: 2,000,000 shares; Series D, 6.95% Non-Cumulative Perpetual, issued and outstanding: 50,000 shares at December 31, 2016 and December 31, 2015; liquidation preference: $1,000 per share
|
47,753
|
|
|
47,753
|
|
||
Common stock, $1.00 par value; authorized: 170,000,000 shares; issued and outstanding: 83,731,769 shares at December 31, 2016 and 83,410,961 shares at December 31, 2015
|
83,732
|
|
|
83,411
|
|
||
Additional paid-in capital
|
597,454
|
|
|
600,670
|
|
||
Retained earnings/ (accumulated deficit)
|
47,929
|
|
|
12,886
|
|
||
Accumulated other comprehensive income/ (loss)
|
(12,548
|
)
|
|
(1,500
|
)
|
||
Total Company’s shareholders’ equity
|
764,320
|
|
|
743,220
|
|
||
Noncontrolling interests
|
4,161
|
|
|
3,393
|
|
||
Total shareholders’ equity
|
768,481
|
|
|
746,613
|
|
||
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
|
$
|
7,970,474
|
|
|
$
|
7,542,508
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except share and per share data)
|
||||||||||
Interest and dividend income:
|
|
|
|
|
|
||||||
Loans
|
$
|
201,349
|
|
|
$
|
192,184
|
|
|
$
|
191,658
|
|
Taxable investment securities
|
6,230
|
|
|
4,403
|
|
|
3,162
|
|
|||
Non-taxable investment securities
|
5,754
|
|
|
4,758
|
|
|
3,738
|
|
|||
Mortgage-backed securities
|
12,416
|
|
|
10,933
|
|
|
6,925
|
|
|||
Federal funds sold and other
|
1,890
|
|
|
1,390
|
|
|
1,359
|
|
|||
Total interest and dividend income
|
227,639
|
|
|
213,668
|
|
|
206,842
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Deposits
|
16,571
|
|
|
16,002
|
|
|
14,102
|
|
|||
Federal Home Loan Bank borrowings
|
8,008
|
|
|
7,959
|
|
|
9,108
|
|
|||
Junior subordinated debentures
|
2,427
|
|
|
3,875
|
|
|
3,872
|
|
|||
Repurchase agreements and other short-term borrowings
|
195
|
|
|
62
|
|
|
59
|
|
|||
Total interest expense
|
27,201
|
|
|
27,898
|
|
|
27,141
|
|
|||
Net interest income
|
200,438
|
|
|
185,770
|
|
|
179,701
|
|
|||
Provision/ (credit) for loan losses
|
(6,935
|
)
|
|
(1,555
|
)
|
|
(6,400
|
)
|
|||
Net interest income after provision/ (credit) for loan losses
|
207,373
|
|
|
187,325
|
|
|
186,101
|
|
|||
Fees and other income:
|
|
|
|
|
|
||||||
Investment management fees
|
44,410
|
|
|
45,694
|
|
|
47,123
|
|
|||
Wealth advisory fees
|
50,581
|
|
|
50,437
|
|
|
48,082
|
|
|||
Wealth management and trust fees
|
43,980
|
|
|
51,309
|
|
|
34,582
|
|
|||
Other banking fee income
|
12,050
|
|
|
8,440
|
|
|
7,033
|
|
|||
Gain on sale of loans, net
|
667
|
|
|
1,207
|
|
|
2,158
|
|
|||
Gain/ (loss) on sale of investments, net
|
521
|
|
|
236
|
|
|
(7
|
)
|
|||
Gain/ (loss) on OREO, net
|
306
|
|
|
124
|
|
|
957
|
|
|||
Gain on sale of offices
|
2,862
|
|
|
—
|
|
|
—
|
|
|||
Other
|
3,410
|
|
|
3,722
|
|
|
870
|
|
|||
Total fees and other income
|
158,787
|
|
|
161,169
|
|
|
140,798
|
|
|||
Operating expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
163,767
|
|
|
159,401
|
|
|
146,648
|
|
|||
Occupancy and equipment
|
39,075
|
|
|
37,183
|
|
|
31,041
|
|
|||
Professional services
|
11,576
|
|
|
12,861
|
|
|
12,473
|
|
|||
Marketing and business development
|
7,626
|
|
|
9,063
|
|
|
7,989
|
|
|||
Contract services and data processing
|
7,024
|
|
|
6,037
|
|
|
5,816
|
|
|||
Amortization of intangibles
|
6,282
|
|
|
6,711
|
|
|
4,836
|
|
|||
Impairment of goodwill
|
9,528
|
|
|
—
|
|
|
—
|
|
|||
FDIC insurance
|
3,484
|
|
|
3,979
|
|
|
3,459
|
|
|||
Restructuring
|
2,017
|
|
|
3,724
|
|
|
739
|
|
|||
Other
|
14,574
|
|
|
16,222
|
|
|
14,128
|
|
|||
Total operating expense
|
264,953
|
|
|
255,181
|
|
|
227,129
|
|
|||
Income before income taxes
|
101,207
|
|
|
93,313
|
|
|
99,770
|
|
|||
Income tax expense
|
30,963
|
|
|
30,392
|
|
|
32,365
|
|
|||
Net income from continuing operations
|
70,244
|
|
|
62,921
|
|
|
67,405
|
|
|||
Net income from discontinued operations
|
5,541
|
|
|
6,411
|
|
|
6,160
|
|
|||
Net income before attribution to noncontrolling interests
|
75,785
|
|
|
69,332
|
|
|
73,565
|
|
|||
(Continued)
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net income attributable to the Company
|
$
|
71,628
|
|
|
$
|
64,925
|
|
|
$
|
68,815
|
|
Other comprehensive income/ (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gain/ (loss) on securities available-for-sale
|
(11,358
|
)
|
|
(1,349
|
)
|
|
3,736
|
|
|||
Reclassification adjustment for net realized (gain)/ loss included in net income
|
(331
|
)
|
|
(139
|
)
|
|
4
|
|
|||
Net unrealized gain/ (loss) on securities available-for-sale
|
(11,689
|
)
|
|
(1,488
|
)
|
|
3,740
|
|
|||
Unrealized gain/ (loss) on cash flow hedges
|
(461
|
)
|
|
(1,554
|
)
|
|
(2,009
|
)
|
|||
Reclassification adjustment for net realized (gain)/ loss included in net income
|
979
|
|
|
2,354
|
|
|
1,849
|
|
|||
Net unrealized gain/ (loss) on cash flow hedges
|
518
|
|
|
800
|
|
|
(160
|
)
|
|||
Net unrealized gain/ (loss) on other
|
123
|
|
|
(115
|
)
|
|
(80
|
)
|
|||
Other comprehensive income/ (loss), net of tax
|
(11,048
|
)
|
|
(803
|
)
|
|
3,500
|
|
|||
Total comprehensive income attributable to the Company, net
|
$
|
60,580
|
|
|
$
|
64,122
|
|
|
$
|
72,315
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings/
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Income/
(Loss)
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||
|
|
|
(In thousands, except share data)
|
||||||||||||||||||||||||
Balance at December 31, 2013
|
$
|
47,753
|
|
|
$
|
79,838
|
|
|
$
|
616,334
|
|
|
$
|
(106,211
|
)
|
|
$
|
(4,197
|
)
|
|
$
|
171
|
|
|
$
|
633,688
|
|
Net income attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
68,815
|
|
|
—
|
|
|
—
|
|
|
68,815
|
|
|||||||
Other comprehensive income/ (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,500
|
|
|
—
|
|
|
3,500
|
|
|||||||
Dividends paid to common shareholders:
$0.32 per share |
—
|
|
|
—
|
|
|
(25,829
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,829
|
)
|
|||||||
Dividends paid to preferred shareholders
|
—
|
|
|
—
|
|
|
(3,475
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,475
|
)
|
|||||||
Issuance of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
215
|
|
|||||||
Net proceeds from issuance of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
1,801,446 shares of common stock
|
—
|
|
|
1,801
|
|
|
20,463
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,264
|
|
|||||||
1,344,808 shares of incentive stock grants, net of 125,658 shares canceled or forfeited and 128,003 shares withheld for employee taxes
|
—
|
|
|
1,091
|
|
|
(2,700
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,609
|
)
|
|||||||
Amortization of stock compensation and employee stock purchase plan
|
—
|
|
|
—
|
|
|
6,239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,239
|
|
|||||||
Stock options exercised
|
—
|
|
|
232
|
|
|
1,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,807
|
|
|||||||
Tax savings/ (deficiency) from certain stock compensation awards
|
—
|
|
|
—
|
|
|
1,294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,294
|
|
|||||||
Other equity adjustments
|
—
|
|
|
—
|
|
|
(2,998
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,998
|
)
|
|||||||
Balance at December 31, 2014
|
$
|
47,753
|
|
|
$
|
82,962
|
|
|
$
|
610,903
|
|
|
$
|
(37,396
|
)
|
|
$
|
(697
|
)
|
|
$
|
386
|
|
|
$
|
703,911
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2014
|
$
|
47,753
|
|
|
$
|
82,962
|
|
|
$
|
610,903
|
|
|
$
|
(37,396
|
)
|
|
$
|
(697
|
)
|
|
$
|
386
|
|
|
$
|
703,911
|
|
Net income attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
64,925
|
|
|
—
|
|
|
—
|
|
|
64,925
|
|
|||||||
Other comprehensive income/ (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(803
|
)
|
|
—
|
|
|
(803
|
)
|
|||||||
Dividends paid to common shareholders: $0.36 per share
|
—
|
|
|
—
|
|
|
(16,703
|
)
|
|
(12,905
|
)
|
|
—
|
|
|
—
|
|
|
(29,608
|
)
|
|||||||
Dividends paid to preferred shareholders
|
—
|
|
|
—
|
|
|
(1,737
|
)
|
|
(1,738
|
)
|
|
—
|
|
|
—
|
|
|
(3,475
|
)
|
|||||||
Issuance of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,007
|
|
|
3,007
|
|
|||||||
Net proceeds from issuance of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
138,463 shares of common stock
|
—
|
|
|
138
|
|
|
1,437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,575
|
|
|||||||
738,025 shares of incentive stock grants, net of 408,638 shares canceled or forfeited and 168,490 shares withheld for employee taxes
|
—
|
|
|
161
|
|
|
(2,251
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,090
|
)
|
|||||||
Amortization of stock compensation and employee stock purchase plan
|
—
|
|
|
—
|
|
|
9,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,820
|
|
|||||||
Stock options exercised
|
—
|
|
|
150
|
|
|
1,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,206
|
|
|||||||
Tax savings/ (deficiency) from certain stock compensation awards
|
—
|
|
|
—
|
|
|
(1,262
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,262
|
)
|
|||||||
Other equity adjustments
|
—
|
|
|
—
|
|
|
(593
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(593
|
)
|
|||||||
Balance at December 31, 2015
|
$
|
47,753
|
|
|
$
|
83,411
|
|
|
$
|
600,670
|
|
|
$
|
12,886
|
|
|
$
|
(1,500
|
)
|
|
$
|
3,393
|
|
|
$
|
746,613
|
|
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings/
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Income/
(Loss)
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||
|
|
|
(In thousands, except share data)
|
||||||||||||||||||||||||
Balance at December 31, 2015
|
$
|
47,753
|
|
|
$
|
83,411
|
|
|
$
|
600,670
|
|
|
$
|
12,886
|
|
|
$
|
(1,500
|
)
|
|
$
|
3,393
|
|
|
$
|
746,613
|
|
Net income attributable to the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
71,628
|
|
|
—
|
|
|
—
|
|
|
71,628
|
|
|||||||
Other comprehensive income/ (loss), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,048
|
)
|
|
—
|
|
|
(11,048
|
)
|
|||||||
Dividends paid to common shareholders:
$0.40 per share |
—
|
|
|
—
|
|
|
—
|
|
|
(33,110
|
)
|
|
—
|
|
|
—
|
|
|
(33,110
|
)
|
|||||||
Dividends paid to preferred shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,475
|
)
|
|
—
|
|
|
—
|
|
|
(3,475
|
)
|
|||||||
Issuance of noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
768
|
|
|
768
|
|
|||||||
Repurchase of 785,542 shares of common stock
|
—
|
|
|
(786
|
)
|
|
(8,537
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,323
|
)
|
|||||||
Net proceeds from issuance of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
165,934 shares of common stock
|
—
|
|
|
166
|
|
|
1,413
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,579
|
|
|||||||
599,673 shares of incentive stock grants, net of 343,929 shares canceled or forfeited and 63,235 shares withheld for employee taxes
|
—
|
|
|
193
|
|
|
(930
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(737
|
)
|
|||||||
Conversion of warrants
|
—
|
|
|
517
|
|
|
(517
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Amortization of stock compensation and employee stock purchase plan
|
—
|
|
|
—
|
|
|
4,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,112
|
|
|||||||
Stock options exercised
|
—
|
|
|
231
|
|
|
1,494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,725
|
|
|||||||
Tax savings/ (deficiency) from certain stock compensation awards
|
—
|
|
|
—
|
|
|
(620
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(620
|
)
|
|||||||
Other equity adjustments
|
—
|
|
|
—
|
|
|
369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
369
|
|
|||||||
Balance at December 31, 2016
|
$
|
47,753
|
|
|
$
|
83,732
|
|
|
$
|
597,454
|
|
|
$
|
47,929
|
|
|
$
|
(12,548
|
)
|
|
$
|
4,161
|
|
|
$
|
768,481
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income attributable to the Company
|
$
|
71,628
|
|
|
$
|
64,925
|
|
|
$
|
68,815
|
|
Adjustments to arrive at net income from continuing operations
|
|
|
|
|
|
||||||
Net income attributable to noncontrolling interests
|
4,157
|
|
|
4,407
|
|
|
4,750
|
|
|||
Net pre-tax gain from operating activities of discontinued operations
|
(9,452
|
)
|
|
(11,234
|
)
|
|
(11,258
|
)
|
|||
Tax expense from discontinued operations
|
3,911
|
|
|
4,823
|
|
|
5,098
|
|
|||
Net income from continuing operations
|
70,244
|
|
|
62,921
|
|
|
67,405
|
|
|||
Adjustments to reconcile net income from continuing operations to net cash provided by/ (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
23,441
|
|
|
22,187
|
|
|
19,378
|
|
|||
Net income attributable to noncontrolling interests
|
(4,157
|
)
|
|
(4,407
|
)
|
|
(4,750
|
)
|
|||
Equity issued as compensation
|
4,112
|
|
|
9,820
|
|
|
6,239
|
|
|||
Impairment of goodwill
|
9,528
|
|
|
—
|
|
|
—
|
|
|||
Provision/ (credit) for loan losses
|
(6,935
|
)
|
|
(1,555
|
)
|
|
(6,400
|
)
|
|||
Loans originated for sale
|
(80,539
|
)
|
|
(153,445
|
)
|
|
(71,858
|
)
|
|||
Proceeds from sale of loans held for sale
|
85,814
|
|
|
153,679
|
|
|
71,440
|
|
|||
Gain on sale of offices
|
(2,862
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income tax expense/ (benefit)
|
2,777
|
|
|
(4,575
|
)
|
|
5,058
|
|
|||
Net decrease/ (increase) in other operating activities
|
(817
|
)
|
|
2,852
|
|
|
14,387
|
|
|||
Net cash provided by/ (used in) operating activities of continuing operations
|
100,606
|
|
|
87,477
|
|
|
100,899
|
|
|||
Net cash provided by/ (used in) operating activities of discontinued operations
|
5,541
|
|
|
6,411
|
|
|
6,160
|
|
|||
Net cash provided by/ (used in) operating activities
|
106,147
|
|
|
93,888
|
|
|
107,059
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investment securities available-for-sale:
|
|
|
|
|
|
||||||
Purchases
|
(422,315
|
)
|
|
(506,529
|
)
|
|
(335,404
|
)
|
|||
Sales
|
50,049
|
|
|
34,160
|
|
|
6,450
|
|
|||
Maturities, redemptions, and principal payments
|
165,768
|
|
|
208,467
|
|
|
190,926
|
|
|||
Investment securities held-to-maturity:
|
|
|
|
|
|
||||||
Purchases
|
—
|
|
|
—
|
|
|
(48,835
|
)
|
|||
Principal payments
|
22,522
|
|
|
23,741
|
|
|
19,263
|
|
|||
(Investments)/ distributions in trusts, net
|
(508
|
)
|
|
(165
|
)
|
|
(385
|
)
|
|||
(Purchase)/ redemption of Federal Home Loan Banks stock
|
(8,896
|
)
|
|
(2,900
|
)
|
|
6,331
|
|
|||
Net increase in portfolio loans
|
(403,670
|
)
|
|
(452,675
|
)
|
|
(221,256
|
)
|
|||
Proceeds from recoveries of loans previously charged-off
|
10,461
|
|
|
6,253
|
|
|
11,163
|
|
|||
Proceeds from sale of OREO
|
1,337
|
|
|
277
|
|
|
1,102
|
|
|||
Proceeds from sale of portfolio loans
|
—
|
|
|
—
|
|
|
58,568
|
|
|||
Distributions related to sale of offices
|
(98,517
|
)
|
|
—
|
|
|
—
|
|
|||
Capital expenditures, net of sale proceeds
|
(9,011
|
)
|
|
(5,419
|
)
|
|
(9,705
|
)
|
|||
Cash received from dispositions, net of cash divested/ (cash paid for acquisitions, including cash paid for deferred acquisition obligations, net of cash acquired)
|
—
|
|
|
—
|
|
|
(44,845
|
)
|
|||
Cash provided by/ (used in) other investing activities of continuing operations
|
—
|
|
|
—
|
|
|
(1,601
|
)
|
|||
Net cash provided by/ (used in) investing activities—continuing operations
|
(692,780
|
)
|
|
(694,790
|
)
|
|
(368,228
|
)
|
|||
Net cash provided by/ (used in) investing activities—discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by/ (used in) investing activities
|
(692,780
|
)
|
|
(694,790
|
)
|
|
(368,228
|
)
|
|||
(Continued)
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net increase in deposits
|
148,303
|
|
|
586,558
|
|
|
343,509
|
|
|||
Net (decrease)/ increase in securities sold under agreements to repurchase and other
|
1,409
|
|
|
27,719
|
|
|
(71,857
|
)
|
|||
Net (decrease)/ increase in short-term Federal Home Loan Bank borrowings
|
310,000
|
|
|
40,000
|
|
|
10,000
|
|
|||
Net increase/ (decrease) in federal funds purchased
|
80,000
|
|
|
—
|
|
|
—
|
|
|||
Advances of long-term Federal Home Loan Bank borrowings
|
134,779
|
|
|
123,636
|
|
|
55,000
|
|
|||
Repayments of long-term Federal Home Loan Bank borrowings
|
(171,898
|
)
|
|
(72,462
|
)
|
|
(62,104
|
)
|
|||
Repurchase of common stock
|
(9,323
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid to common shareholders
|
(33,110
|
)
|
|
(29,608
|
)
|
|
(25,829
|
)
|
|||
Dividends paid to preferred shareholders
|
(3,475
|
)
|
|
(3,475
|
)
|
|
(3,475
|
)
|
|||
Tax savings/ (deficiency) from certain stock compensation awards
|
(620
|
)
|
|
(1,262
|
)
|
|
1,294
|
|
|||
Proceeds from stock option exercises
|
1,725
|
|
|
1,206
|
|
|
1,807
|
|
|||
Proceeds from issuance of common stock, net
|
842
|
|
|
(515
|
)
|
|
(353
|
)
|
|||
Distributions paid to noncontrolling interests
|
(4,054
|
)
|
|
(4,611
|
)
|
|
(4,426
|
)
|
|||
Other equity adjustments
|
(82
|
)
|
|
(199
|
)
|
|
(1,669
|
)
|
|||
Net cash provided by/ (used in) financing activities—continuing operations
|
454,496
|
|
|
666,987
|
|
|
241,897
|
|
|||
Net cash provided by/ (used in) financing activities—discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by/ (used in) financing activities
|
454,496
|
|
|
666,987
|
|
|
241,897
|
|
|||
Net increase/ (decrease) in cash and cash equivalents
|
(132,137
|
)
|
|
66,085
|
|
|
(19,272
|
)
|
|||
Cash and cash equivalents at beginning of year
|
238,694
|
|
|
172,609
|
|
|
191,881
|
|
|||
Cash and cash equivalents at end of year
|
$
|
106,557
|
|
|
$
|
238,694
|
|
|
$
|
172,609
|
|
Supplementary schedule of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
27,415
|
|
|
$
|
27,749
|
|
|
$
|
30,043
|
|
Cash paid for income taxes, net of (refunds received)
|
33,078
|
|
|
33,318
|
|
|
30,072
|
|
|||
Change in unrealized gain/ (loss) on securities available-for-sale, net of tax
|
(11,689
|
)
|
|
(1,488
|
)
|
|
3,740
|
|
|||
Change in unrealized gain/ (loss) on cash flow hedges, net of tax
|
518
|
|
|
800
|
|
|
(160
|
)
|
|||
Change in unrealized gain/ (loss) on other, net of tax
|
123
|
|
|
(115
|
)
|
|
(80
|
)
|
|||
Non-cash transactions:
|
|
|
|
|
|
||||||
Loans transferred into/ (out of) held for sale from/ (to) portfolio, net
|
—
|
|
|
—
|
|
|
56,967
|
|
|||
Loans charged-off
|
(3,949
|
)
|
|
(2,036
|
)
|
|
(5,296
|
)
|
|||
Loans transferred into/ (out of) other real estate owned from/ (to) held for sale or portfolio
|
1,944
|
|
|
—
|
|
|
298
|
|
|||
Reversal of contingent consideration into income
|
—
|
|
|
2,026
|
|
|
—
|
|
|||
Equity issued for acquisitions, including deferred acquisition obligations
|
—
|
|
|
—
|
|
|
21,007
|
|
•
|
Commercial and industrial (portfolio segment)
|
◦
|
Other commercial and industrial loans (class of financing receivable) - Commercial and industrial loans include working capital and revolving lines of credit, term loans for equipment and fixed assets, and Small Business Administration (“SBA”) loans.
|
◦
|
Commercial tax exempt loans (class of financing receivable) - Commercial tax exempt loans include loans to not-for-profit private schools, colleges, and public charter schools.
|
•
|
Commercial real estate (segment and class) - Commercial real estate loans are generally acquisition financing for commercial properties such as office buildings, retail properties, apartment buildings, and industrial/warehouse space. In addition, tax exempt commercial real estate loans are provided for affordable housing development and rehabilitation. These loans are often supplemented with federal, state, and/or local subsidies.
|
•
|
Construction and land (segment and class) - Construction and land loans include loans for financing of new developments as well as financing for improvements to existing buildings.
|
•
|
Residential mortgage (segment and class) - Residential mortgage loans consist of loans secured by single-family and one- to four- unit properties in excess of the amount eligible for purchase by the Federal National Mortgage Association, which was $417 thousand at December 31, 2016 for the “General” limit and $523 thousand to $626 thousand for single-family properties for the “High-Cost” limit, depending on which specific geographic region of the Bank’s primary market areas the loan was originated. While the Bank has no minimum size for mortgage loans, it concentrates its origination activities in the “Jumbo” segment of the market.
|
•
|
Home equity (segment and class) - Home equity loans consist of balances outstanding on second mortgages and home equity lines of credit extended to individual clients. Personal lines of credit are typically for high net worth clients whose assets may not be liquid due to investments or closely held stock. The amount of home equity loans typically depends on client demand.
|
•
|
Consumer and other (segment and class) - Consumer and other loans consist of balances outstanding on consumer loans including personal lines of credit, and loans arising from overdraft protection extended to individual and business clients. Personal lines of credit are typically for high net worth clients whose assets may not be liquid due to investments or closely held stock. The amount of consumer and other loans typically depends on client demand.
|
•
|
Deferral of principal and/or interest payments
|
•
|
Lower interest rate as compared to a new loan with comparable risk and terms
|
•
|
Extension of the maturity date
|
•
|
Reduction in the principal balance owed
|
•
|
Volume and severity of past due, nonaccrual, and adversely graded loans,
|
•
|
Volume and terms of loans,
|
•
|
Concentrations of credit,
|
•
|
Management’s experience, as well as loan underwriting and loan review policy and procedures,
|
•
|
Economic and business conditions impacting the Bank’s loan portfolio, as well as consideration of collateral values, and
|
•
|
External factors, including consideration of loss factor trends, competition, and legal and regulatory requirements.
|
•
|
Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets.
|
•
|
Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (consider in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development.
|
•
|
Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.
|
•
|
Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation.
|
•
|
Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
|
▪
|
Cumulative pre-tax income, as adjusted for permanent book-to-tax differences, during the 2014 through 2016 period.
|
▪
|
Deferred tax assets are expected to reverse in periods when there will be taxable income.
|
▪
|
The Company projects sufficient future taxable income to be generated by operations during the available carryforward period.
|
▪
|
Certain tax planning strategies are available, such as reducing investments in tax-exempt securities.
|
▪
|
The Company has not had any operating loss or tax credit carryovers expiring unused in recent years.
|
|
Severance Charges
|
|
Other Associated Costs
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Accrued charges at December 31, 2013
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
33
|
|
Costs incurred
|
739
|
|
|
—
|
|
|
739
|
|
|||
Costs paid
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|||
Accrued charges at December 31, 2014
|
739
|
|
|
—
|
|
|
739
|
|
|||
Costs incurred
|
3,434
|
|
|
290
|
|
|
3,724
|
|
|||
Costs paid
|
(868
|
)
|
|
(290
|
)
|
|
(1,158
|
)
|
|||
Accrued charges at December 31, 2015
|
3,305
|
|
|
—
|
|
|
3,305
|
|
|||
Costs incurred
|
2,017
|
|
|
—
|
|
|
2,017
|
|
|||
Costs paid
|
(3,345
|
)
|
|
—
|
|
|
(3,345
|
)
|
|||
Accrued charges at December 31, 2016
|
$
|
1,977
|
|
|
$
|
—
|
|
|
$
|
1,977
|
|
|
Amortized
Cost
|
|
Unrealized
|
|
Fair
Value
|
||||||||||
Gains
|
|
Losses
|
|
||||||||||||
(In thousands)
|
|||||||||||||||
At December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities at fair value:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
$
|
40,704
|
|
|
$
|
86
|
|
|
$
|
(854
|
)
|
|
$
|
39,936
|
|
Government-sponsored entities
|
337,865
|
|
|
1,058
|
|
|
(2,259
|
)
|
|
336,664
|
|
||||
Municipal bonds
|
296,271
|
|
|
2,116
|
|
|
(4,990
|
)
|
|
293,397
|
|
||||
Mortgage-backed securities (1)
|
584,960
|
|
|
928
|
|
|
(15,561
|
)
|
|
570,327
|
|
||||
Other
|
23,361
|
|
|
447
|
|
|
—
|
|
|
23,808
|
|
||||
Total
|
$
|
1,283,161
|
|
|
$
|
4,635
|
|
|
$
|
(23,664
|
)
|
|
$
|
1,264,132
|
|
|
|
|
|
|
|
|
|
||||||||
Held-to-maturity securities at amortized cost:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities (1)
|
$
|
93,079
|
|
|
$
|
1
|
|
|
$
|
(476
|
)
|
|
$
|
92,604
|
|
Total
|
$
|
93,079
|
|
|
$
|
1
|
|
|
$
|
(476
|
)
|
|
$
|
92,604
|
|
At December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities at fair value:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
$
|
21,214
|
|
|
$
|
64
|
|
|
$
|
(27
|
)
|
|
$
|
21,251
|
|
Government-sponsored entities
|
345,033
|
|
|
874
|
|
|
(1,345
|
)
|
|
344,562
|
|
||||
Municipal bonds
|
263,661
|
|
|
5,099
|
|
|
(116
|
)
|
|
268,644
|
|
||||
Mortgage-backed securities (1)
|
431,446
|
|
|
1,329
|
|
|
(5,734
|
)
|
|
427,041
|
|
||||
Other
|
22,751
|
|
|
268
|
|
|
(7
|
)
|
|
23,012
|
|
||||
Total
|
$
|
1,084,105
|
|
|
$
|
7,634
|
|
|
$
|
(7,229
|
)
|
|
$
|
1,084,510
|
|
(1)
|
All mortgage-backed securities are guaranteed by U.S. government agencies or Government-sponsored entities.
|
|
U.S. government and agencies (1)
|
|
Government-sponsored entities (1)
|
||||||||||||||||||
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
|
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
|||||||||||
(In thousands)
|
|||||||||||||||||||||
Within one year
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
38,009
|
|
|
$
|
38,036
|
|
|
0.98
|
%
|
After one, but within five years
|
20,771
|
|
|
20,842
|
|
|
1.45
|
%
|
|
205,992
|
|
|
206,665
|
|
|
1.71
|
%
|
||||
After five, but within ten years
|
19,933
|
|
|
19,094
|
|
|
1.73
|
%
|
|
93,864
|
|
|
91,963
|
|
|
1.95
|
%
|
||||
Greater than ten years
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total
|
$
|
40,704
|
|
|
$
|
39,936
|
|
|
1.59
|
%
|
|
$
|
337,865
|
|
|
$
|
336,664
|
|
|
1.69
|
%
|
|
Municipal bonds (1)
|
|
Mortgage-backed securities (2)
|
||||||||||||||||||
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield (3)
|
|
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
|||||||||||
(In thousands)
|
|||||||||||||||||||||
Within one year
|
$
|
11,561
|
|
|
$
|
11,583
|
|
|
2.18
|
%
|
|
$
|
4
|
|
|
$
|
4
|
|
|
1.98
|
%
|
After one, but within five years
|
91,141
|
|
|
90,947
|
|
|
2.02
|
%
|
|
12,306
|
|
|
12,338
|
|
|
2.25
|
%
|
||||
After five, but within ten years
|
27,839
|
|
|
27,826
|
|
|
3.44
|
%
|
|
220,302
|
|
|
212,241
|
|
|
2.20
|
%
|
||||
Greater than ten years
|
165,730
|
|
|
163,041
|
|
|
3.91
|
%
|
|
352,348
|
|
|
345,744
|
|
|
2.07
|
%
|
||||
Total
|
$
|
296,271
|
|
|
$
|
293,397
|
|
|
3.22
|
%
|
|
$
|
584,960
|
|
|
$
|
570,327
|
|
|
2.12
|
%
|
|
Other (4)
|
|||||||||
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
||||||
(In thousands)
|
||||||||||
Within one year
|
$
|
23,361
|
|
|
$
|
23,808
|
|
|
—
|
%
|
After one, but within five years
|
—
|
|
|
—
|
|
|
—
|
%
|
||
After five, but within ten years
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Greater than ten years
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Total
|
$
|
23,361
|
|
|
$
|
23,808
|
|
|
—
|
%
|
|
Mortgage-backed securities (2)
|
|||||||||
Amortized
cost
|
|
Fair
value
|
|
Weighted
average
yield
|
||||||
(In thousands)
|
||||||||||
Within one year
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
After one, but within five years
|
—
|
|
|
—
|
|
|
—
|
%
|
||
After five, but within ten years
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Greater than ten years
|
93,079
|
|
|
92,604
|
|
|
2.26
|
%
|
||
Total
|
$
|
93,079
|
|
|
$
|
92,604
|
|
|
2.26
|
%
|
(1)
|
Certain securities are callable before their final maturity.
|
(2)
|
Mortgage-backed securities are shown based on their final (contractual) maturity, but, due to prepayments, they are expected to have shorter lives.
|
(3)
|
Yield shown on a fully taxable equivalent (“FTE”) basis.
|
(4)
|
Other securities consist of money market mutual funds and equity securities held by certain Wealth Advisory and Investment Management businesses.
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
(In thousands)
|
|||||||||||
Proceeds from sales
|
$
|
50,049
|
|
|
$
|
34,160
|
|
|
$
|
6,450
|
|
Realized gains
|
522
|
|
|
272
|
|
|
16
|
|
|||
Realized losses
|
(1
|
)
|
|
(36
|
)
|
|
(23
|
)
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
|||||||||||||||||||||
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
# of
securities
|
|||||||||||||
|
(In thousands, except number of securities)
|
|||||||||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. government and agencies
|
$
|
19,094
|
|
|
$
|
(838
|
)
|
|
$
|
643
|
|
|
$
|
(16
|
)
|
|
$
|
19,737
|
|
|
$
|
(854
|
)
|
|
4
|
|
Government-sponsored entities
|
125,412
|
|
|
(2,259
|
)
|
|
—
|
|
|
—
|
|
|
125,412
|
|
|
(2,259
|
)
|
|
18
|
|
||||||
Municipal bonds
|
182,395
|
|
|
(4,957
|
)
|
|
2,720
|
|
|
(33
|
)
|
|
185,115
|
|
|
(4,990
|
)
|
|
109
|
|
||||||
Mortgage-backed securities (1)
|
492,008
|
|
|
(13,988
|
)
|
|
41,544
|
|
|
(1,573
|
)
|
|
533,552
|
|
|
(15,561
|
)
|
|
99
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
818,909
|
|
|
$
|
(22,042
|
)
|
|
$
|
44,907
|
|
|
$
|
(1,622
|
)
|
|
$
|
863,816
|
|
|
$
|
(23,664
|
)
|
|
230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Held-to-maturity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mortgage-backed securities (1)
|
$
|
87,483
|
|
|
$
|
(476
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87,483
|
|
|
$
|
(476
|
)
|
|
15
|
|
Total
|
$
|
87,483
|
|
|
$
|
(476
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87,483
|
|
|
$
|
(476
|
)
|
|
15
|
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
|||||||||||||||||||||
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
Fair
value
|
|
Unrealized
losses
|
|
# of
securities
|
|||||||||||||
|
(In thousands, except number of securities)
|
|||||||||||||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. government and agencies
|
$
|
4,935
|
|
|
$
|
(18
|
)
|
|
$
|
1,001
|
|
|
$
|
(9
|
)
|
|
$
|
5,936
|
|
|
$
|
(27
|
)
|
|
3
|
|
Government-sponsored entities
|
167,691
|
|
|
(1,345
|
)
|
|
—
|
|
|
—
|
|
|
167,691
|
|
|
(1,345
|
)
|
|
24
|
|
||||||
Municipal bonds
|
14,483
|
|
|
(43
|
)
|
|
3,173
|
|
|
(73
|
)
|
|
17,656
|
|
|
(116
|
)
|
|
12
|
|
||||||
Mortgage-backed securities (1)
|
318,156
|
|
|
(3,486
|
)
|
|
62,753
|
|
|
(2,248
|
)
|
|
380,909
|
|
|
(5,734
|
)
|
|
68
|
|
||||||
Other
|
47
|
|
|
(4
|
)
|
|
11
|
|
|
(3
|
)
|
|
58
|
|
|
(7
|
)
|
|
6
|
|
||||||
Total
|
$
|
505,312
|
|
|
$
|
(4,896
|
)
|
|
$
|
66,938
|
|
|
$
|
(2,333
|
)
|
|
$
|
572,250
|
|
|
$
|
(7,229
|
)
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Held-to-maturity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mortgage-backed securities (1)
|
$
|
40,606
|
|
|
$
|
(262
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,606
|
|
|
$
|
(262
|
)
|
|
5
|
|
Total
|
$
|
40,606
|
|
|
$
|
(262
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,606
|
|
|
$
|
(262
|
)
|
|
5
|
|
(1)
|
All mortgage-backed securities are guaranteed by U.S. government agencies or Government-sponsored entities.
|
|
Amortized cost
|
|
Fair value
|
||||
(In thousands)
|
|||||||
Government National Mortgage Association
|
$
|
80,984
|
|
|
$
|
79,550
|
|
Federal Home Loan Mortgage Corporation
|
144,305
|
|
|
143,638
|
|
||
Federal Home Loan Bank
|
119,811
|
|
|
119,141
|
|
||
Federal National Mortgage Association
|
331,705
|
|
|
327,294
|
|
||
Total
|
$
|
676,805
|
|
|
$
|
669,623
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Commercial and industrial
|
$
|
611,370
|
|
|
$
|
633,019
|
|
Commercial tax exempt
|
398,604
|
|
|
331,767
|
|
||
Total commercial and industrial
|
1,009,974
|
|
|
964,786
|
|
||
|
|
|
|
||||
Commercial real estate
|
2,302,244
|
|
|
2,060,903
|
|
||
Construction and land
|
104,839
|
|
|
183,434
|
|
||
Residential
|
2,379,861
|
|
|
2,229,540
|
|
||
Home equity
|
118,817
|
|
|
119,828
|
|
||
Consumer and other
|
198,619
|
|
|
160,721
|
|
||
Total
|
$
|
6,114,354
|
|
|
$
|
5,719,212
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Commercial and industrial
|
$
|
572
|
|
|
$
|
1,019
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
||
Total commercial and industrial
|
572
|
|
|
1,019
|
|
||
|
|
|
|
||||
Commercial real estate
|
4,583
|
|
|
11,232
|
|
||
Construction and land
|
179
|
|
|
3,297
|
|
||
Residential
|
10,908
|
|
|
9,661
|
|
||
Home equity
|
1,072
|
|
|
1,306
|
|
||
Consumer and other
|
1
|
|
|
56
|
|
||
Total
|
$
|
17,315
|
|
|
$
|
26,571
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||||||||||
|
Accruing Past Due
|
|
Nonaccrual Loans
|
|
|
|
|
||||||||||||||||||||||||||||
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
Total Accruing Past Due
|
|
Current
|
|
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
|
$
|
541
|
|
|
$
|
1,078
|
|
|
$
|
1,619
|
|
|
$
|
537
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
572
|
|
|
$
|
609,179
|
|
|
$
|
611,370
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
398,604
|
|
|
398,604
|
|
|||||||||
Commercial real estate
|
3,096
|
|
|
—
|
|
|
3,096
|
|
|
2,311
|
|
|
835
|
|
|
1,437
|
|
|
4,583
|
|
|
2,294,565
|
|
|
2,302,244
|
|
|||||||||
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
12
|
|
|
38
|
|
|
179
|
|
|
104,660
|
|
|
104,839
|
|
|||||||||
Residential
|
3,646
|
|
|
536
|
|
|
4,182
|
|
|
2,148
|
|
|
1,274
|
|
|
7,486
|
|
|
10,908
|
|
|
2,364,771
|
|
|
2,379,861
|
|
|||||||||
Home equity
|
245
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
80
|
|
|
992
|
|
|
1,072
|
|
|
117,500
|
|
|
118,817
|
|
|||||||||
Consumer and other
|
5,995
|
|
|
—
|
|
|
5,995
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
192,623
|
|
|
198,619
|
|
|||||||||
Total
|
$
|
13,523
|
|
|
$
|
1,614
|
|
|
$
|
15,137
|
|
|
$
|
5,126
|
|
|
$
|
2,201
|
|
|
$
|
9,988
|
|
|
$
|
17,315
|
|
|
$
|
6,081,902
|
|
|
$
|
6,114,354
|
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||||||
|
Accruing Past Due
|
|
Nonaccrual Loans
|
|
|
|
|
||||||||||||||||||||||||||||
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
Total Accruing Past Due
|
|
Current
|
|
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
|
$
|
2,329
|
|
|
$
|
338
|
|
|
$
|
2,667
|
|
|
$
|
726
|
|
|
$
|
—
|
|
|
$
|
293
|
|
|
$
|
1,019
|
|
|
$
|
629,333
|
|
|
$
|
633,019
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331,767
|
|
|
331,767
|
|
|||||||||
Commercial real estate
|
2,091
|
|
|
529
|
|
|
2,620
|
|
|
5,912
|
|
|
—
|
|
|
5,320
|
|
|
11,232
|
|
|
2,047,051
|
|
|
2,060,903
|
|
|||||||||
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
34
|
|
|
3,114
|
|
|
3,297
|
|
|
180,137
|
|
|
183,434
|
|
|||||||||
Residential
|
6,267
|
|
|
873
|
|
|
7,140
|
|
|
924
|
|
|
874
|
|
|
7,863
|
|
|
9,661
|
|
|
2,212,739
|
|
|
2,229,540
|
|
|||||||||
Home equity
|
40
|
|
|
—
|
|
|
40
|
|
|
217
|
|
|
—
|
|
|
1,089
|
|
|
1,306
|
|
|
118,482
|
|
|
119,828
|
|
|||||||||
Consumer and other
|
235
|
|
|
392
|
|
|
627
|
|
|
24
|
|
|
9
|
|
|
23
|
|
|
56
|
|
|
160,038
|
|
|
160,721
|
|
|||||||||
Total
|
$
|
10,962
|
|
|
$
|
2,132
|
|
|
$
|
13,094
|
|
|
$
|
7,952
|
|
|
$
|
917
|
|
|
$
|
17,702
|
|
|
$
|
26,571
|
|
|
$
|
5,679,547
|
|
|
$
|
5,719,212
|
|
|
December 31, 2016
|
||||||||||||||||||
|
By Loan Grade or Nonaccrual Status
|
|
|
||||||||||||||||
|
Pass
|
|
Special Mention
|
|
Accruing Substandard
|
|
Nonaccrual Loans
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commercial and industrial
|
$
|
591,388
|
|
|
$
|
10,133
|
|
|
$
|
9,277
|
|
|
$
|
572
|
|
|
$
|
611,370
|
|
Commercial tax exempt
|
388,544
|
|
|
10,060
|
|
|
—
|
|
|
—
|
|
|
398,604
|
|
|||||
Commercial real estate
|
2,230,732
|
|
|
17,233
|
|
|
49,696
|
|
|
4,583
|
|
|
2,302,244
|
|
|||||
Construction and land
|
101,254
|
|
|
109
|
|
|
3,297
|
|
|
179
|
|
|
104,839
|
|
|||||
Residential
|
2,367,554
|
|
|
—
|
|
|
1,399
|
|
|
10,908
|
|
|
2,379,861
|
|
|||||
Home equity
|
117,745
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|
118,817
|
|
|||||
Consumer and other
|
198,616
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
198,619
|
|
|||||
Total
|
$
|
5,995,833
|
|
|
$
|
37,535
|
|
|
$
|
63,671
|
|
|
$
|
17,315
|
|
|
$
|
6,114,354
|
|
|
December 31, 2015
|
||||||||||||||||||
|
By Loan Grade or Nonaccrual Status
|
|
|
||||||||||||||||
|
Pass
|
|
Special Mention
|
|
Accruing Substandard
|
|
Nonaccrual Loans
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commercial and industrial
|
$
|
605,178
|
|
|
$
|
15,367
|
|
|
$
|
11,455
|
|
|
$
|
1,019
|
|
|
$
|
633,019
|
|
Commercial tax exempt
|
318,491
|
|
|
13,276
|
|
|
—
|
|
|
—
|
|
|
331,767
|
|
|||||
Commercial real estate
|
1,988,372
|
|
|
27,594
|
|
|
33,705
|
|
|
11,232
|
|
|
2,060,903
|
|
|||||
Construction and land
|
162,563
|
|
|
12,974
|
|
|
4,600
|
|
|
3,297
|
|
|
183,434
|
|
|||||
Residential
|
2,213,204
|
|
|
—
|
|
|
6,675
|
|
|
9,661
|
|
|
2,229,540
|
|
|||||
Home equity
|
118,522
|
|
|
—
|
|
|
—
|
|
|
1,306
|
|
|
119,828
|
|
|||||
Consumer and other
|
158,686
|
|
|
—
|
|
|
1,979
|
|
|
56
|
|
|
160,721
|
|
|||||
Total
|
$
|
5,565,016
|
|
|
$
|
69,211
|
|
|
$
|
58,414
|
|
|
$
|
26,571
|
|
|
$
|
5,719,212
|
|
|
As of and for the year ended December 31, 2016
|
||||||||||||||||||
|
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
|
$
|
1,793
|
|
|
$
|
2,155
|
|
|
n/a
|
|
$
|
5,288
|
|
|
$
|
249
|
|
||
Commercial tax exempt
|
—
|
|
|
—
|
|
|
n/a
|
|
—
|
|
|
—
|
|
||||||
Commercial real estate
|
4,488
|
|
|
9,647
|
|
|
n/a
|
|
8,520
|
|
|
1,032
|
|
||||||
Construction and land
|
179
|
|
|
507
|
|
|
n/a
|
|
1,069
|
|
|
48
|
|
||||||
Residential
|
8,134
|
|
|
8,506
|
|
|
n/a
|
|
7,446
|
|
|
211
|
|
||||||
Home equity
|
—
|
|
|
—
|
|
|
n/a
|
|
—
|
|
|
—
|
|
||||||
Consumer and other
|
—
|
|
|
—
|
|
|
n/a
|
|
—
|
|
|
—
|
|
||||||
Subtotal
|
$
|
14,594
|
|
|
$
|
20,815
|
|
|
n/a
|
|
$
|
22,323
|
|
|
$
|
1,540
|
|
||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
1
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
7,115
|
|
|
7,544
|
|
|
548
|
|
|
7,230
|
|
|
314
|
|
|||||
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
507
|
|
|
—
|
|
|||||
Residential
|
4,284
|
|
|
4,284
|
|
|
565
|
|
|
5,505
|
|
|
143
|
|
|||||
Home equity
|
37
|
|
|
37
|
|
|
22
|
|
|
3
|
|
|
—
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Subtotal
|
$
|
11,436
|
|
|
$
|
11,865
|
|
|
$
|
1,135
|
|
|
$
|
13,276
|
|
|
$
|
458
|
|
Total:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
1,793
|
|
|
$
|
2,155
|
|
|
$
|
—
|
|
|
$
|
5,319
|
|
|
$
|
250
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
11,603
|
|
|
17,191
|
|
|
548
|
|
|
15,750
|
|
|
1,346
|
|
|||||
Construction and land
|
179
|
|
|
507
|
|
|
—
|
|
|
1,576
|
|
|
48
|
|
|||||
Residential
|
12,418
|
|
|
12,790
|
|
|
565
|
|
|
12,951
|
|
|
354
|
|
|||||
Home equity
|
37
|
|
|
37
|
|
|
22
|
|
|
3
|
|
|
—
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
26,030
|
|
|
$
|
32,680
|
|
|
$
|
1,135
|
|
|
$
|
35,599
|
|
|
$
|
1,998
|
|
(1)
|
Recorded investment represents the client loan balance net of historical charge-offs and historical nonaccrual interest paid, which was applied to principal.
|
|
As of and for the year ended December 31, 2015
|
||||||||||||||||||
|
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
|
$
|
2,259
|
|
|
$
|
2,569
|
|
|
n/a
|
|
$
|
1,638
|
|
|
$
|
836
|
|
||
Commercial tax exempt
|
—
|
|
|
—
|
|
|
n/a
|
|
—
|
|
|
—
|
|
||||||
Commercial real estate
|
12,116
|
|
|
20,113
|
|
|
n/a
|
|
17,885
|
|
|
1,494
|
|
||||||
Construction and land
|
1,097
|
|
|
2,132
|
|
|
n/a
|
|
3,027
|
|
|
92
|
|
||||||
Residential
|
7,788
|
|
|
8,576
|
|
|
n/a
|
|
9,384
|
|
|
269
|
|
||||||
Home equity
|
—
|
|
|
—
|
|
|
n/a
|
|
42
|
|
|
2
|
|
||||||
Consumer and other
|
—
|
|
|
—
|
|
|
n/a
|
|
545
|
|
|
61
|
|
||||||
Subtotal
|
$
|
23,260
|
|
|
$
|
33,390
|
|
|
n/a
|
|
$
|
32,521
|
|
|
$
|
2,754
|
|
||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
270
|
|
|
$
|
657
|
|
|
$
|
66
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
7,346
|
|
|
7,775
|
|
|
713
|
|
|
8,749
|
|
|
385
|
|
|||||
Construction and land
|
2,200
|
|
|
2,356
|
|
|
172
|
|
|
2,200
|
|
|
—
|
|
|||||
Residential
|
6,351
|
|
|
6,966
|
|
|
474
|
|
|
6,940
|
|
|
186
|
|
|||||
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Subtotal
|
$
|
15,912
|
|
|
$
|
17,112
|
|
|
$
|
1,629
|
|
|
$
|
18,546
|
|
|
$
|
637
|
|
Total:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
2,274
|
|
|
$
|
2,584
|
|
|
$
|
270
|
|
|
$
|
2,295
|
|
|
$
|
902
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
19,462
|
|
|
27,888
|
|
|
713
|
|
|
26,634
|
|
|
1,879
|
|
|||||
Construction and land
|
3,297
|
|
|
4,488
|
|
|
172
|
|
|
5,227
|
|
|
92
|
|
|||||
Residential
|
14,139
|
|
|
15,542
|
|
|
474
|
|
|
16,324
|
|
|
455
|
|
|||||
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
2
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
545
|
|
|
61
|
|
|||||
Total
|
$
|
39,172
|
|
|
$
|
50,502
|
|
|
$
|
1,629
|
|
|
$
|
51,067
|
|
|
$
|
3,391
|
|
(1)
|
Recorded investment represents the client loan balance net of historical charge-offs and historical nonaccrual interest paid, which was applied to principal.
|
|
As of and for the year ended December 31, 2016
|
||||||||||||||||
|
Restructured Year to Date
|
|
TDRs that defaulted in 2016
that were restructured in a TDR in 2016.
|
||||||||||||||
|
# of Loans
|
|
Pre-modification
recorded investment
|
|
Post-modification
recorded investment
|
|
# of Loans
|
|
Post-modification
recorded investment
|
||||||||
|
(In thousands, except number of loans)
|
||||||||||||||||
Commercial and industrial
|
3
|
|
|
$
|
7,384
|
|
|
$
|
7,209
|
|
|
—
|
|
|
$
|
—
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Commercial real estate
|
1
|
|
|
1,276
|
|
|
1,276
|
|
|
1
|
|
|
1,276
|
|
|||
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Residential
|
5
|
|
|
1,709
|
|
|
1,721
|
|
|
—
|
|
|
—
|
|
|||
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
9
|
|
|
$
|
10,369
|
|
|
$
|
10,206
|
|
|
1
|
|
|
$
|
1,276
|
|
|
As of and for the year ended December 31, 2016
|
|||||||||||||||||||||||||||||||||
|
Extension of Term
|
|
Temporary Rate Reduction
|
|
Payment Deferral
|
|
Combination of Concessions (1)
|
|
Total Concessions
|
|||||||||||||||||||||||||
|
# of Loans
|
|
Post-
modifi-
cation
recorded
invest-
ment
|
|
# of Loans
|
|
Post-
modifi- cation recorded invest- ment |
|
# of Loans
|
|
Post-
modifi- cation recorded invest- ment |
|
# of Loans
|
|
Post-
modifi- cation recorded invest- ment |
|
# of Loans
|
|
Post-
modifi- cation recorded invest- ment |
|||||||||||||||
|
(In thousands, except number of loans)
|
|||||||||||||||||||||||||||||||||
Commercial and Industrial
|
2
|
|
|
$
|
7,209
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
—
|
|
|
3
|
|
|
$
|
7,209
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1,276
|
|
|
1
|
|
|
1,276
|
|
|||||
Construction and Land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential
|
—
|
|
|
—
|
|
|
4
|
|
|
519
|
|
|
1
|
|
|
1,202
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1,721
|
|
|||||
Home Equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Combination of concessions includes loans that have had more than one modification, including extension of term, temporary reduction of interest rate, and/or payment deferral.
|
|
As of and for the year ended December 31, 2015
|
||||||||||||||||
|
Restructured Year to Date
|
|
TDRs that defaulted in 2015
that were restructured
in a TDR in 2015.
|
||||||||||||||
|
# of Loans
|
|
Pre-modification
recorded investment
|
|
Post-modification
recorded investment
|
|
# of Loans
|
|
Post-modification
recorded investment
|
||||||||
|
(In thousands, except number of loans)
|
||||||||||||||||
Commercial and industrial
|
1
|
|
|
$
|
1,298
|
|
|
$
|
1,304
|
|
|
—
|
|
|
$
|
—
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Commercial real estate
|
2
|
|
|
4,850
|
|
|
4,838
|
|
|
1
|
|
|
3,701
|
|
|||
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Residential
|
8
|
|
|
513
|
|
|
516
|
|
|
—
|
|
|
—
|
|
|||
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
11
|
|
|
$
|
6,661
|
|
|
$
|
6,658
|
|
|
1
|
|
|
$
|
3,701
|
|
|
As of and for the year ended December 31, 2015
|
|||||||||||||||||||||||||||||||||
|
Extension of Term
|
|
Temporary Rate Reduction
|
|
Payment Deferral
|
|
Combination of Concessions (1)
|
|
Total Concessions
|
|||||||||||||||||||||||||
|
# of Loans
|
|
Post-
modifi- cation recorded invest- ment |
|
# of Loans
|
|
Post-
modifi- cation recorded invest- ment |
|
# of Loans
|
|
Post-
modifi- cation recorded invest- ment |
|
# of Loans
|
|
Post-
modifi- cation recorded invest- ment |
|
# of Loans
|
|
Post-
modifi- cation recorded invest- ment |
|||||||||||||||
|
(In thousands, except number of loans)
|
|||||||||||||||||||||||||||||||||
Commercial and Industrial
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
1,304
|
|
|
1
|
|
|
$
|
1,304
|
|
Commercial tax exempt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
1
|
|
|
4,118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
720
|
|
|
2
|
|
|
4,838
|
|
|||||
Construction and Land
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential
|
—
|
|
|
—
|
|
|
7
|
|
|
491
|
|
|
1
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
516
|
|
|||||
Home Equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Combination of concessions includes loans that have had more than one modification, including extension of term, temporary reduction of interest rate, and/or payment deferral.
|
|
As of and for the year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Allowance for loan losses, beginning of year:
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
15,814
|
|
|
$
|
14,114
|
|
|
$
|
12,837
|
|
Commercial real estate
|
44,215
|
|
|
43,854
|
|
|
44,979
|
|
|||
Construction and land
|
6,322
|
|
|
4,041
|
|
|
4,465
|
|
|||
Residential
|
10,544
|
|
|
10,374
|
|
|
10,732
|
|
|||
Home equity
|
1,085
|
|
|
1,003
|
|
|
1,020
|
|
|||
Consumer and other
|
520
|
|
|
382
|
|
|
322
|
|
|||
Unallocated (1)
|
—
|
|
|
2,070
|
|
|
2,016
|
|
|||
Total allowance for loan losses, beginning of year
|
78,500
|
|
|
75,838
|
|
|
76,371
|
|
|||
Provision/ (credit) for loan losses:
|
|
|
|
|
|
||||||
Commercial and industrial
|
(3,424
|
)
|
|
(518
|
)
|
|
(237
|
)
|
|||
Commercial real estate
|
157
|
|
|
(721
|
)
|
|
(1,940
|
)
|
|
As of and for the year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Construction and land
|
(4,000
|
)
|
|
1,123
|
|
|
(1,905
|
)
|
|||
Residential
|
445
|
|
|
342
|
|
|
(2,247
|
)
|
|||
Home equity
|
(50
|
)
|
|
82
|
|
|
(32
|
)
|
|||
Consumer and other
|
(63
|
)
|
|
207
|
|
|
(93
|
)
|
|||
Unallocated (1)
|
—
|
|
|
(2,070
|
)
|
|
54
|
|
|||
Total provision/(credit) for loan losses
|
(6,935
|
)
|
|
(1,555
|
)
|
|
(6,400
|
)
|
|||
Loans charged-off:
|
|
|
|
|
|
||||||
Commercial and industrial
|
(2,851
|
)
|
|
(253
|
)
|
|
(717
|
)
|
|||
Commercial real estate
|
—
|
|
|
(1,400
|
)
|
|
(3,160
|
)
|
|||
Construction and land
|
(400
|
)
|
|
—
|
|
|
(1,100
|
)
|
|||
Residential
|
(605
|
)
|
|
(313
|
)
|
|
(263
|
)
|
|||
Home equity
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other
|
(93
|
)
|
|
(70
|
)
|
|
(56
|
)
|
|||
Total charge-offs
|
(3,949
|
)
|
|
(2,036
|
)
|
|
(5,296
|
)
|
|||
Recoveries on loans previously charged-off:
|
|
|
|
|
|
||||||
Commercial and industrial
|
3,212
|
|
|
2,471
|
|
|
2,231
|
|
|||
Commercial real estate
|
6,040
|
|
|
2,482
|
|
|
3,975
|
|
|||
Construction and land
|
1,117
|
|
|
1,158
|
|
|
2,581
|
|
|||
Residential
|
65
|
|
|
141
|
|
|
2,152
|
|
|||
Home equity
|
—
|
|
|
—
|
|
|
15
|
|
|||
Consumer and other
|
27
|
|
|
1
|
|
|
209
|
|
|||
Total recoveries
|
10,461
|
|
|
6,253
|
|
|
11,163
|
|
|||
Allowance for loan losses at December 31 (end of year):
|
|
|
|
|
|
||||||
Commercial and industrial
|
12,751
|
|
|
15,814
|
|
|
14,114
|
|
|||
Commercial real estate
|
50,412
|
|
|
44,215
|
|
|
43,854
|
|
|||
Construction and land
|
3,039
|
|
|
6,322
|
|
|
4,041
|
|
|||
Residential
|
10,449
|
|
|
10,544
|
|
|
10,374
|
|
|||
Home equity
|
1,035
|
|
|
1,085
|
|
|
1,003
|
|
|||
Consumer and other
|
391
|
|
|
520
|
|
|
382
|
|
|||
Unallocated (1)
|
—
|
|
|
—
|
|
|
2,070
|
|
|||
Total allowance for loan losses at December 31 (end of year)
|
$
|
78,077
|
|
|
$
|
78,500
|
|
|
$
|
75,838
|
|
(1)
|
As of December 31, 2015, the unallocated reserve was allocated to the qualitative factors as part of the general reserves (ASC 450). The allocation had no effect on the 2015 provision/ (credit) for loan losses.
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Individually Evaluated
for Impairment
|
|
Collectively Evaluated
for Impairment
|
|
Total
|
||||||||||||||||||
|
Recorded investment
(loan balance)
|
|
Allowance for loan losses
|
|
Recorded investment
(loan balance)
|
|
Allowance for loan losses
|
|
Recorded investment
(loan balance)
|
|
Allowance for loan losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial and industrial
|
$
|
1,793
|
|
|
$
|
—
|
|
|
$
|
1,008,181
|
|
|
$
|
12,751
|
|
|
$
|
1,009,974
|
|
|
$
|
12,751
|
|
Commercial real estate
|
11,603
|
|
|
548
|
|
|
2,290,641
|
|
|
49,864
|
|
|
2,302,244
|
|
|
50,412
|
|
||||||
Construction and land
|
179
|
|
|
—
|
|
|
104,660
|
|
|
3,039
|
|
|
104,839
|
|
|
3,039
|
|
||||||
Residential
|
12,418
|
|
|
565
|
|
|
2,367,443
|
|
|
9,884
|
|
|
2,379,861
|
|
|
10,449
|
|
||||||
Home equity
|
37
|
|
|
22
|
|
|
118,780
|
|
|
1,013
|
|
|
118,817
|
|
|
1,035
|
|
||||||
Consumer
|
—
|
|
|
—
|
|
|
198,619
|
|
|
391
|
|
|
198,619
|
|
|
391
|
|
||||||
Total
|
$
|
26,030
|
|
|
$
|
1,135
|
|
|
$
|
6,088,324
|
|
|
$
|
76,942
|
|
|
$
|
6,114,354
|
|
|
$
|
78,077
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Individually Evaluated
for Impairment
|
|
Collectively Evaluated
for Impairment
|
|
Total
|
||||||||||||||||||
|
Recorded investment
(loan balance)
|
|
Allowance for loan losses
|
|
Recorded investment
(loan balance)
|
|
Allowance for loan losses
|
|
Recorded investment
(loan balance)
|
|
Allowance for loan losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial and industrial
|
$
|
2,274
|
|
|
$
|
270
|
|
|
$
|
962,512
|
|
|
$
|
15,544
|
|
|
$
|
964,786
|
|
|
$
|
15,814
|
|
Commercial real estate
|
19,462
|
|
|
713
|
|
|
2,041,441
|
|
|
43,502
|
|
|
2,060,903
|
|
|
44,215
|
|
||||||
Construction and land
|
3,297
|
|
|
172
|
|
|
180,137
|
|
|
6,150
|
|
|
183,434
|
|
|
6,322
|
|
||||||
Residential
|
14,139
|
|
|
474
|
|
|
2,215,401
|
|
|
10,070
|
|
|
2,229,540
|
|
|
10,544
|
|
||||||
Home equity
|
—
|
|
|
—
|
|
|
119,828
|
|
|
1,085
|
|
|
119,828
|
|
|
1,085
|
|
||||||
Consumer
|
—
|
|
|
—
|
|
|
160,721
|
|
|
520
|
|
|
160,721
|
|
|
520
|
|
||||||
Total
|
$
|
39,172
|
|
|
$
|
1,629
|
|
|
$
|
5,680,040
|
|
|
$
|
76,871
|
|
|
$
|
5,719,212
|
|
|
$
|
78,500
|
|
|
As of December 31,
|
||||||
2016
|
|
2015
|
|||||
|
(In thousands)
|
||||||
Leasehold improvements
|
$
|
46,031
|
|
|
$
|
43,433
|
|
Furniture, fixtures, and equipment
|
53,156
|
|
|
49,039
|
|
||
Buildings
|
3,159
|
|
|
4,715
|
|
||
Land
|
—
|
|
|
374
|
|
||
Subtotal
|
102,346
|
|
|
97,561
|
|
||
Less: accumulated depreciation and amortization
|
70,519
|
|
|
66,525
|
|
||
Premises and equipment, net
|
$
|
31,827
|
|
|
$
|
31,036
|
|
|
Minimum
lease payments
|
||
(In thousands)
|
|||
2017
|
$
|
18,553
|
|
2018
|
19,074
|
|
|
2019
|
18,102
|
|
|
2020
|
17,553
|
|
|
2021
|
17,233
|
|
|
Thereafter
|
67,697
|
|
|
Total
|
$
|
158,212
|
|
|
Balance at
December 31, 2015 |
|
Acquisitions
|
|
Impairment
|
|
Balance at
December 31, 2016 |
||||||||
(In thousands)
|
|||||||||||||||
Goodwill
|
|
|
|
|
|
|
|
||||||||
Private Banking
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Wealth Management and Trust
|
44,305
|
|
|
—
|
|
|
(9,528
|
)
|
|
34,777
|
|
||||
Investment Management
|
66,955
|
|
|
—
|
|
|
—
|
|
|
66,955
|
|
||||
Wealth Advisory
|
40,822
|
|
|
—
|
|
|
—
|
|
|
40,822
|
|
||||
Total goodwill
|
$
|
152,082
|
|
|
$
|
—
|
|
|
$
|
(9,528
|
)
|
|
$
|
142,554
|
|
|
Goodwill prior to impairment
|
|
Cumulative goodwill impairment
|
|
Goodwill
|
||||||
(In thousands)
|
|||||||||||
Private Banking
|
$
|
34,281
|
|
|
$
|
(34,281
|
)
|
|
$
|
—
|
|
Wealth Management and Trust
|
44,305
|
|
|
(9,528
|
)
|
|
34,777
|
|
|||
Investment Management
|
117,216
|
|
|
(50,261
|
)
|
|
66,955
|
|
|||
Wealth Advisory
|
40,822
|
|
|
—
|
|
|
40,822
|
|
|||
Total goodwill at December 31, 2016
|
$
|
236,624
|
|
|
$
|
(94,070
|
)
|
|
$
|
142,554
|
|
|
|
|
|
|
|
||||||
Private Banking
|
$
|
34,281
|
|
|
$
|
(34,281
|
)
|
|
$
|
—
|
|
Wealth Management and Trust
|
44,305
|
|
|
—
|
|
|
44,305
|
|
|||
Investment Management
|
117,216
|
|
|
(50,261
|
)
|
|
66,955
|
|
|||
Wealth Advisory
|
40,822
|
|
|
—
|
|
|
40,822
|
|
|||
Total goodwill at December 31, 2015
|
$
|
236,624
|
|
|
$
|
(84,542
|
)
|
|
$
|
152,082
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|||||||||||||
(In thousands)
|
|||||||||||||||||||||||
Advisory contracts
|
$
|
71,513
|
|
|
$
|
46,828
|
|
|
$
|
24,685
|
|
|
$
|
75,013
|
|
|
$
|
44,046
|
|
|
$
|
30,967
|
|
Employment agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
3,247
|
|
|
3,247
|
|
|
—
|
|
||||||
Trade names
|
2,040
|
|
|
—
|
|
|
2,040
|
|
|
2,040
|
|
|
—
|
|
|
2,040
|
|
||||||
Mortgage servicing rights
|
—
|
|
|
—
|
|
|
—
|
|
|
1,380
|
|
|
1,380
|
|
|
—
|
|
||||||
Total
|
$
|
73,553
|
|
|
$
|
46,828
|
|
|
$
|
26,725
|
|
|
$
|
81,680
|
|
|
$
|
48,673
|
|
|
$
|
33,007
|
|
|
Estimated intangible
amortization expense
|
||
|
(In thousands)
|
||
2017
|
$
|
5,678
|
|
2018
|
4,438
|
|
|
2019
|
3,508
|
|
|
2020
|
3,248
|
|
|
2021
|
2,385
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
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
|
|
$
|
(1,040
|
)
|
|
Other
assets
|
|
$
|
—
|
|
|
Other
liabilities
|
|
$
|
(1,907
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate products
|
Other
assets
|
|
17,032
|
|
|
Other
liabilities
|
|
(16,560
|
)
|
|
Other
assets
|
|
7,960
|
|
|
Other
liabilities
|
|
(8,084
|
)
|
||||
Risk participation agreements
|
Other assets
|
|
15
|
|
|
Other liabilities
|
|
(6
|
)
|
|
Other assets
|
|
—
|
|
|
Other liabilities
|
|
(11
|
)
|
||||
Total
|
|
|
$
|
17,047
|
|
|
|
|
$
|
(17,606
|
)
|
|
|
|
$
|
7,960
|
|
|
|
|
$
|
(10,002
|
)
|
(1)
|
For additional details, see Part II. Item 8. “Financial Statements and Supplementary Data - Note 21: Fair Value of Financial Instruments.”
|
Derivatives in Cash
Flow Hedging
Relationships
|
Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) (1) Years Ended December 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)Years Ended December 31,
|
||||||||||||
2016
|
|
2015
|
|
|
2016
|
|
2015
|
||||||||||
(In thousands)
|
|||||||||||||||||
Interest rate products
|
$
|
(799
|
)
|
|
$
|
(2,642
|
)
|
|
Interest Expense
|
|
$
|
(1,672
|
)
|
|
$
|
(4,052
|
)
|
Total
|
$
|
(799
|
)
|
|
$
|
(2,642
|
)
|
|
|
|
$
|
(1,672
|
)
|
|
$
|
(4,052
|
)
|
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 Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
|||||||
|
|
|
|
(In thousands)
|
||||||
Interest rate products
|
|
Other income/(expense)
|
|
$
|
596
|
|
|
$
|
(12
|
)
|
Risk participation agreements
|
|
Other income/(expense)
|
|
4
|
|
|
44
|
|
||
Total
|
|
|
|
$
|
600
|
|
|
$
|
32
|
|
|
December 31,
|
||||||
2016
|
|
2015
|
|||||
(In thousands)
|
|||||||
Demand deposits (non-interest bearing)
|
$
|
1,753,648
|
|
|
$
|
1,689,604
|
|
NOW (1)
|
578,657
|
|
|
588,337
|
|
||
Savings
|
74,162
|
|
|
72,336
|
|
||
Money market (1)
|
3,102,048
|
|
|
3,105,172
|
|
||
Certificates of deposit under $100,000 (1)
|
236,001
|
|
|
173,011
|
|
||
Certificates of deposit $100,000 or greater
|
340,630
|
|
|
411,977
|
|
||
Total
|
$
|
6,085,146
|
|
|
$
|
6,040,437
|
|
(1)
|
Includes brokered deposits.
|
|
December 31,
|
||||||
2016
|
|
2015
|
|||||
(In thousands)
|
|||||||
Less than 3 months remaining
|
$
|
140,304
|
|
|
$
|
192,702
|
|
3 to 6 months remaining
|
73,522
|
|
|
136,635
|
|
||
6 to 12 months remaining
|
213,802
|
|
|
111,674
|
|
||
1 to 3 years remaining
|
129,591
|
|
|
120,939
|
|
||
3 to 5 years remaining
|
19,409
|
|
|
22,035
|
|
||
More than 5 years remaining
|
3
|
|
|
1,003
|
|
||
Total
|
$
|
576,631
|
|
|
$
|
584,988
|
|
|
Federal Funds
Purchased
|
|
Securities Sold
Under
Agreement to
Repurchase
|
||||
|
(In thousands)
|
||||||
2016
|
|
|
|
||||
Outstanding at end of year
|
$
|
80,000
|
|
|
$
|
59,624
|
|
Maximum outstanding at any month-end
|
180,000
|
|
|
77,466
|
|
||
Average balance for the year
|
29,542
|
|
|
66,282
|
|
||
Weighted average rate at end of year
|
0.75
|
%
|
|
0.05
|
%
|
||
Weighted average rate paid for the year
|
0.54
|
%
|
|
0.05
|
%
|
||
2015
|
|
|
|
||||
Outstanding at end of year
|
$
|
—
|
|
|
$
|
58,215
|
|
Maximum outstanding at any month-end
|
102,000
|
|
|
75,313
|
|
||
Average balance for the year
|
10,008
|
|
|
64,320
|
|
||
Weighted average rate at end of year
|
—
|
%
|
|
0.05
|
%
|
||
Weighted average rate paid for the year
|
0.31
|
%
|
|
0.05
|
%
|
||
2014
|
|
|
|
||||
Outstanding at end of year
|
$
|
—
|
|
|
$
|
30,496
|
|
Maximum outstanding at any month-end
|
75,000
|
|
|
154,448
|
|
||
Average balance for the year
|
1,671
|
|
|
108,191
|
|
||
Weighted average rate at end of year
|
—
|
%
|
|
0.05
|
%
|
||
Weighted average rate paid for the year
|
0.33
|
%
|
|
0.05
|
%
|
|
December 31,
|
||||||
2016
|
|
2015
|
|||||
(In thousands)
|
|||||||
Boston Private Capital Trust II Junior Subordinated Debentures
|
$
|
103,093
|
|
|
$
|
103,093
|
|
Boston Private Capital Trust I Junior Subordinated Debentures
|
3,270
|
|
|
3,270
|
|
||
Total
|
$
|
106,363
|
|
|
$
|
106,363
|
|
•
|
for so long as Trust II’s preferred securities remain outstanding, the Company shall maintain 100% ownership of the Trust II’s common securities;
|
•
|
the Company will use its commercially reasonable efforts to ensure Trust II remains a statutory trust, except in connection with a distribution of debt securities to the holders of the Trust II securities in liquidation of Trust II, the redemption of all Trust II’s securities or mergers, consolidations or incorporation, each as permitted by Trust II’s declaration of trust;
|
•
|
to continue to be classified as a grantor trust for U.S. federal income tax purposes; and
|
•
|
the Company will ensure each holder of Trust II’s preferred securities is treated as owning an undivided beneficial interest in the junior subordinated debentures.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
(In thousands)
|
|||||||
Anchor
|
$
|
10,934
|
|
|
$
|
11,907
|
|
BOS
|
6,782
|
|
|
6,744
|
|
||
DGHM (1)
|
3,417
|
|
|
2,830
|
|
||
Total
|
$
|
21,133
|
|
|
$
|
21,481
|
|
Redeemable noncontrolling interests
|
$
|
16,972
|
|
|
$
|
18,088
|
|
Noncontrolling interests
|
$
|
4,161
|
|
|
$
|
3,393
|
|
(1)
|
Only includes redeemable noncontrolling interests.
|
|
Year ended
|
||||||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||
|
Redeemable noncontrolling interests
|
|
Noncontrolling interests
|
|
Redeemable noncontrolling interests
|
|
Noncontrolling interests
|
|
Redeemable noncontrolling interests
|
|
Noncontrolling interests
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Noncontrolling interests at beginning of period
|
$
|
18,088
|
|
|
$
|
3,393
|
|
|
$
|
20,905
|
|
|
$
|
386
|
|
|
$
|
19,468
|
|
|
$
|
171
|
|
Net income attributable to noncontrolling interests
|
3,204
|
|
|
953
|
|
|
3,575
|
|
|
832
|
|
|
4,564
|
|
|
186
|
|
||||||
Distributions
|
(3,112
|
)
|
|
(942
|
)
|
|
(4,189
|
)
|
|
(422
|
)
|
|
(4,426
|
)
|
|
(177
|
)
|
||||||
Purchases/ (sales) of ownership interests
|
(765
|
)
|
|
(134
|
)
|
|
(1,666
|
)
|
|
419
|
|
|
(1,879
|
)
|
|
74
|
|
||||||
Transfers of ownership interests from mezzanine to permanent equity
|
—
|
|
|
—
|
|
|
(1,652
|
)
|
|
1,652
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of equity compensation
|
449
|
|
|
747
|
|
|
—
|
|
|
472
|
|
|
—
|
|
|
96
|
|
||||||
Adjustments to fair value
|
(892
|
)
|
|
144
|
|
|
1,115
|
|
|
54
|
|
|
3,178
|
|
|
36
|
|
||||||
Noncontrolling interests at end of period
|
$
|
16,972
|
|
|
$
|
4,161
|
|
|
$
|
18,088
|
|
|
$
|
3,393
|
|
|
$
|
20,905
|
|
|
$
|
386
|
|
Name of warrants
|
|
Number of
warrants
|
|
Original
warrant
share
number
|
|
Current
warrant
share
number (2)
|
|
Original
exercise
price of
warrants
|
|
Current
exercise
price of
warrants (2)
|
|
Date
issued
|
|
Expiration
date
|
|
TARP Warrants (1)
|
|
2,068,161
|
|
|
1.00
|
|
1.11
|
|
$8.000
|
|
$7.206
|
|
11/21/2008
|
|
11/21/2018
|
(1)
|
The TARP warrants, while initially issued to the Treasury, were purchased from the Treasury by unrelated third parties at a market rate.
|
(2)
|
Per the terms of the TARP warrant agreement, the exercise price and number of shares issuable upon exercise may be adjusted ratably for dividends paid on the Company’s common stock that exceed the dividend rate at the time the warrants were issued, at which time the Company paid quarterly dividends of $0.01 per share. The current warrant share number and current exercise price of the warrant reflect the warrant as adjusted for common stock dividends through February 3, 2017, the latest dividend record date prior to the filing of this Annual Report.
|
|
Other comprehensive income/(loss):
|
||||||||||
Pre-tax
|
|
Tax expense/
(benefit)
|
|
Net
|
|||||||
|
(In thousands)
|
||||||||||
2016
|
|
|
|
|
|
||||||
Unrealized gain/ (loss) on securities available-for-sale
|
$
|
(18,913
|
)
|
|
$
|
(7,555
|
)
|
|
$
|
(11,358
|
)
|
Less: Adjustment for realized gains/ (losses), net
|
521
|
|
|
190
|
|
|
331
|
|
|||
Net unrealized gain/ (loss) on securities available-for-sale
|
(19,434
|
)
|
|
(7,745
|
)
|
|
(11,689
|
)
|
|||
Unrealized gain/ (loss) on cash flow hedge
|
(793
|
)
|
|
(332
|
)
|
|
(461
|
)
|
|||
Add: scheduled reclass and other
|
1,666
|
|
|
687
|
|
|
979
|
|
|||
Net unrealized gain/ (loss) on cash flow hedge
|
873
|
|
|
355
|
|
|
518
|
|
|||
Net unrealized gain/ (loss) on other
|
200
|
|
|
77
|
|
|
123
|
|
|||
Other comprehensive gain/ (loss)
|
(18,361
|
)
|
|
(7,313
|
)
|
|
(11,048
|
)
|
|||
Net income attributable to the Company (1)
|
102,591
|
|
|
30,963
|
|
|
71,628
|
|
|||
Total comprehensive income
|
$
|
84,230
|
|
|
$
|
23,650
|
|
|
$
|
60,580
|
|
2015
|
|
|
|
|
|
||||||
Unrealized gain/ (loss) on securities available-for-sale
|
$
|
(2,494
|
)
|
|
$
|
(1,145
|
)
|
|
$
|
(1,349
|
)
|
Less: Adjustment for realized gains/ (losses), net
|
236
|
|
|
97
|
|
|
139
|
|
|||
Net unrealized gain/ (loss) on securities available-for-sale
|
(2,730
|
)
|
|
(1,242
|
)
|
|
(1,488
|
)
|
|||
Unrealized gain/ (loss) on cash flow hedges
|
(2,642
|
)
|
|
(1,088
|
)
|
|
(1,554
|
)
|
|||
Add: scheduled reclass and other
|
4,052
|
|
|
1,698
|
|
|
2,354
|
|
|||
Net unrealized gain/ (loss) on cash flow hedges
|
1,410
|
|
|
610
|
|
|
800
|
|
|||
Net unrealized gain/ (loss) on other
|
(193
|
)
|
|
(78
|
)
|
|
(115
|
)
|
|||
Other comprehensive gain/ (loss)
|
(1,513
|
)
|
|
(710
|
)
|
|
(803
|
)
|
|||
Net income attributable to the Company (1)
|
95,317
|
|
|
30,392
|
|
|
64,925
|
|
|||
Total comprehensive income
|
$
|
93,804
|
|
|
$
|
29,682
|
|
|
$
|
64,122
|
|
2014
|
|
|
|
|
|
||||||
Unrealized gain/ (loss) on securities available-for-sale
|
$
|
6,231
|
|
|
$
|
2,495
|
|
|
$
|
3,736
|
|
Less: Adjustment for realized gains/ (losses), net
|
(7
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
Net unrealized gain/ (loss) on securities available-for-sale
|
6,238
|
|
|
2,498
|
|
|
3,740
|
|
|||
Unrealized gain/ (loss) on cash flow hedges
|
(3,425
|
)
|
|
(1,416
|
)
|
|
(2,009
|
)
|
|||
Add: scheduled reclass and other
|
3,198
|
|
|
1,349
|
|
|
1,849
|
|
|||
Net unrealized gain/ (loss) on cash flow hedges
|
(227
|
)
|
|
(67
|
)
|
|
(160
|
)
|
|||
Net unrealized gain/ (loss) on other
|
(135
|
)
|
|
(55
|
)
|
|
(80
|
)
|
|||
Other comprehensive gain/ (loss)
|
5,876
|
|
|
2,376
|
|
|
3,500
|
|
|||
Net income attributable to the Company (1)
|
101,180
|
|
|
32,365
|
|
|
68,815
|
|
|||
Total comprehensive income
|
$
|
107,056
|
|
|
$
|
34,741
|
|
|
$
|
72,315
|
|
(1)
|
Pre-tax net income attributable to the Company is calculated as income before income taxes, plus net income from discontinued operations, less net income attributable to noncontrolling interests.
|
Description of component of accumulated other comprehensive income/ (loss)
|
|
Year ended December 31,
|
|
Affected line item in
Statement of Operations
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|
||||||||
|
|
(In thousands)
|
|
|
||||||||||
Adjustment for realized gains/(losses) on securities available-for-sale, net:
|
|
|
|
|
|
|
|
|
||||||
Pre-tax
|
|
$
|
521
|
|
|
$
|
236
|
|
|
$
|
(7
|
)
|
|
Gain/ (loss) on sale of investments, net
|
Tax expense/ (benefit)
|
|
190
|
|
|
97
|
|
|
(3
|
)
|
|
Income tax expense
|
|||
Net
|
|
$
|
331
|
|
|
$
|
139
|
|
|
$
|
(4
|
)
|
|
Net income attributable to the Company
|
Net realized gain/ (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
Hedge related to junior subordinated debentures:
|
|
|
|
|
|
|
|
|
||||||
Pre-tax
|
|
$
|
—
|
|
|
$
|
1,879
|
|
|
$
|
1,926
|
|
|
Interest expense on junior subordinated debentures
|
Tax expense/ (benefit)
|
|
—
|
|
|
804
|
|
|
824
|
|
|
Income tax expense
|
|||
Net
|
|
$
|
—
|
|
|
$
|
(1,075
|
)
|
|
$
|
(1,102
|
)
|
|
Net income attributable to the Company
|
Hedge related to deposits
|
|
|
|
|
|
|
|
|
||||||
Pre-tax
|
|
$
|
1,666
|
|
|
$
|
2,173
|
|
|
$
|
1,272
|
|
|
Interest expense on deposits
|
Tax expense/ (benefit)
|
|
687
|
|
|
894
|
|
|
525
|
|
|
Income tax expense
|
|||
Net
|
|
$
|
(979
|
)
|
|
$
|
(1,279
|
)
|
|
$
|
(747
|
)
|
|
Net income attributable to the Company
|
Total reclassifications for the period, net of tax
|
|
$
|
(979
|
)
|
|
$
|
(2,354
|
)
|
|
$
|
(1,849
|
)
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
(In thousands)
|
|||||||||||
Unrealized gain/ (loss) on securities available-for-sale, net of tax
|
$
|
(11,194
|
)
|
|
$
|
495
|
|
|
$
|
1,983
|
|
Unrealized gain/ (loss) on cash flow hedges, net of tax
|
(605
|
)
|
|
(1,123
|
)
|
|
(1,923
|
)
|
|||
Unrealized gain/ (loss) on other, net of tax
|
(749
|
)
|
|
(872
|
)
|
|
(757
|
)
|
|||
Accumulated other comprehensive income/ (loss)
|
$
|
(12,548
|
)
|
|
$
|
(1,500
|
)
|
|
$
|
(697
|
)
|
|
For the year ended
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except share and per share data)
|
||||||||||
Basic earnings per share - Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
70,244
|
|
|
$
|
62,921
|
|
|
$
|
67,405
|
|
Less: Net income attributable to noncontrolling interests
|
4,157
|
|
|
4,407
|
|
|
4,750
|
|
|||
Net income from continuing operations attributable to the Company
|
66,087
|
|
|
58,514
|
|
|
62,655
|
|
|||
Decrease/ (increase) in noncontrolling interests’ redemption values (1)
|
(588
|
)
|
|
464
|
|
|
(525
|
)
|
|||
Dividends on preferred stock
|
(3,475
|
)
|
|
(3,475
|
)
|
|
(3,475
|
)
|
|||
Total adjustments to income attributable to common shareholders
|
(4,063
|
)
|
|
(3,011
|
)
|
|
(4,000
|
)
|
|||
Net income from continuing operations attributable to common shareholders, treasury stock method (2)
|
62,024
|
|
|
55,503
|
|
|
58,655
|
|
|||
Net income from discontinued operations (2)
|
5,541
|
|
|
6,411
|
|
|
6,160
|
|
|||
Net income attributable to common shareholders, treasury stock method (2)
|
$
|
67,565
|
|
|
$
|
61,914
|
|
|
$
|
64,815
|
|
|
|
|
|
|
|
||||||
Basic earnings per share - Denominator:
|
|
|
|
|
|
||||||
Weighted average basic common shares outstanding
|
81,264,273
|
|
|
80,885,253
|
|
|
78,921,480
|
|
|||
Per share data - Basic earnings per share from:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.76
|
|
|
$
|
0.69
|
|
|
$
|
0.74
|
|
Discontinued operations
|
$
|
0.07
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
Total attributable to common shareholders
|
$
|
0.83
|
|
|
$
|
0.77
|
|
|
$
|
0.82
|
|
|
For the year ended
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(In thousands, except share and per share data)
|
|||||||||||
Diluted earnings per share - Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations attributable to common shareholders, after assumed dilution (2)
|
$
|
62,024
|
|
|
$
|
55,503
|
|
|
$
|
58,655
|
|
Net income from discontinued operations
|
5,541
|
|
|
6,411
|
|
|
6,160
|
|
|||
Net income attributable to common shareholders, after assumed dilution
|
$
|
67,565
|
|
|
$
|
61,914
|
|
|
$
|
64,815
|
|
Diluted earnings per share - Denominator:
|
|
|
|
|
|
||||||
Weighted average basic common shares outstanding
|
81,264,273
|
|
|
80,885,253
|
|
|
78,921,480
|
|
|||
Dilutive effect of:
|
|
|
|
|
|
||||||
Stock options and non-participating performance-based and certain time-based restricted stock (2), (3)
|
1,002,153
|
|
|
1,301,448
|
|
|
1,188,051
|
|
|||
Warrants to purchase common stock (3)
|
942,700
|
|
|
1,206,389
|
|
|
1,198,613
|
|
|||
Dilutive common shares
|
1,944,853
|
|
|
2,507,837
|
|
|
2,386,664
|
|
|||
Weighted average diluted common shares outstanding (2), (3)
|
83,209,126
|
|
|
83,393,090
|
|
|
81,308,144
|
|
|||
Per share data - Diluted earnings per share from:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.74
|
|
|
$
|
0.66
|
|
|
$
|
0.72
|
|
Discontinued operations
|
$
|
0.07
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
Total attributable to common shareholders
|
$
|
0.81
|
|
|
$
|
0.74
|
|
|
$
|
0.80
|
|
Dividends per share declared and paid on common stock
|
$
|
0.40
|
|
|
$
|
0.36
|
|
|
$
|
0.32
|
|
(1)
|
See Part II. Item 8. “Financial Statements and Supplementary Data - Note 14: Noncontrolling Interests” for a description of the redemption values related to the redeemable noncontrolling interests. In accordance with ASC 480,
Distinguishing Liabilities from Equity
(“ASC 480”), an increase in redemption values 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 Company presents its EPS based on the treasury stock method. The Company reverted to the treasury stock presentation from the two-class presentation due to the immaterial number of participating shares outstanding as of March 31, 2016. If the EPS presentation had been based on the two-class method, the following adjustments would have been made to the presentation of EPS for the year ended December 31, 2016.
|
(3)
|
The diluted EPS computations for the years ended
December 31, 2016
,
2015
, and
2014
do not assume the conversion, exercise or contingent issuance of the following shares for the following periods because the result would have been antidilutive 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 year ended
December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Shares excluded due to anti-dilution (treasury method):
|
(In thousands)
|
|||||||
Potential common shares from:
|
|
|
|
|
|
|||
Convertible trust preferred securities (a)
|
1
|
|
|
1
|
|
|
1
|
|
Total shares excluded due to anti-dilution
|
1
|
|
|
1
|
|
|
1
|
|
|
For the year ended
December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Shares excluded due to exercise price exceeding the average market price of common shares during the period (total outstanding):
|
(In thousands)
|
|||||||
Potential common shares from:
|
|
|
|
|
|
|||
Options, restricted stock, or other dilutive securities (b)
|
270
|
|
|
548
|
|
|
829
|
|
Total shares excluded due to exercise price exceeding the average market price of common shares during the period
|
270
|
|
|
548
|
|
|
829
|
|
(a)
|
If the effect of the conversion of the trust preferred securities would have been dilutive, an immaterial amount of interest expense, net of tax, related to the convertible trust preferred securities would have been added back to net income attributable to common shareholders for the diluted EPS computation for the years presented.
|
(b)
|
Options to purchase shares of common stock, non-participating performance- and certain time-based 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 periods.
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
|
(In thousands)
|
||||||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
20,237
|
|
|
$
|
25,631
|
|
|
$
|
20,557
|
|
State
|
7,778
|
|
|
9,183
|
|
|
7,254
|
|
|||
Total current expense
|
28,015
|
|
|
34,814
|
|
|
27,811
|
|
|||
Deferred expense/(benefit):
|
|
|
|
|
|
||||||
Federal
|
1,976
|
|
|
(3,185
|
)
|
|
3,895
|
|
|||
State
|
972
|
|
|
(1,237
|
)
|
|
659
|
|
|||
Total deferred expense/(benefit)
|
2,948
|
|
|
(4,422
|
)
|
|
4,554
|
|
|||
Income tax expense
|
$
|
30,963
|
|
|
$
|
30,392
|
|
|
$
|
32,365
|
|
|
Year Ended December 31,
|
|||||||
2016
|
|
2015
|
|
2014
|
||||
Statutory Federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase/ (decrease) resulting from:
|
|
|
|
|
|
|||
Tax exempt interest, net
|
(7.5
|
)%
|
|
(7.1
|
)%
|
|
(5.6
|
)%
|
State and local income tax, net of Federal tax benefit
|
5.6
|
%
|
|
5.5
|
%
|
|
5.2
|
%
|
Tax credits
|
(2.2
|
)%
|
|
(1.9
|
)%
|
|
(1.7
|
)%
|
Noncontrolling interests
|
(1.4
|
)%
|
|
(1.6
|
)%
|
|
(1.7
|
)%
|
Out-of-period adjustment
|
—
|
%
|
|
1.3
|
%
|
|
—
|
%
|
Other, net
|
1.1
|
%
|
|
1.4
|
%
|
|
1.2
|
%
|
Effective income tax rate
|
30.6
|
%
|
|
32.6
|
%
|
|
32.4
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
(In thousands)
|
|||||||
Gross deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
35,471
|
|
|
$
|
37,401
|
|
Allowance for losses on OREO
|
74
|
|
|
912
|
|
||
Interest on nonaccrual loans
|
548
|
|
|
833
|
|
||
Stock compensation
|
6,079
|
|
|
7,391
|
|
||
Deferred and accrued compensation
|
19,801
|
|
|
19,370
|
|
||
State loss carryforward, net of federal
|
—
|
|
|
60
|
|
||
Capital loss carryforward
|
—
|
|
|
458
|
|
||
Mark-to-market on securities available-for-sale
|
185
|
|
|
274
|
|
||
Contingent payments
|
1,868
|
|
|
1,978
|
|
||
Unrealized loss on investments
|
8,264
|
|
|
748
|
|
||
Other
|
720
|
|
|
756
|
|
||
Gross deferred tax assets
|
73,010
|
|
|
70,181
|
|
||
Less: valuation allowance
|
—
|
|
|
458
|
|
||
Total deferred tax assets
|
73,010
|
|
|
69,723
|
|
||
Gross deferred tax liabilities:
|
|
|
|
||||
Cancellation of debt income deferral
|
2,692
|
|
|
4,035
|
|
||
Goodwill and acquired intangible assets
|
12,929
|
|
|
11,894
|
|
||
Fixed assets
|
67
|
|
|
62
|
|
||
Prepaid expenses
|
611
|
|
|
580
|
|
||
Other
|
1,251
|
|
|
1,453
|
|
||
Total gross deferred tax liabilities
|
17,550
|
|
|
18,024
|
|
||
Net deferred tax asset
|
$
|
55,460
|
|
|
$
|
51,699
|
|
•
|
The Company had cumulative pre-tax income, as adjusted for permanent book-to-tax differences, in the period 2014 through 2016.
|
•
|
Certain tax planning strategies are available to the Company, such as reducing investments in tax-exempt securities.
|
•
|
The Company has not had any operating loss or tax credit carryovers expiring unused in recent years.
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
1,022
|
|
|
$
|
1,067
|
|
|
$
|
549
|
|
Additions based on tax positions related to the current year
|
160
|
|
|
163
|
|
|
245
|
|
|||
Additions based on tax positions taken in prior years
|
—
|
|
|
—
|
|
|
366
|
|
|||
Decreases based on tax positions taken in prior years
|
—
|
|
|
—
|
|
|
—
|
|
|||
Decreases based on settlements with taxing authorities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Decreases based on the expiration of statute of limitations
|
(208
|
)
|
|
(208
|
)
|
|
(93
|
)
|
|||
Balance at December 31
|
$
|
974
|
|
|
$
|
1,022
|
|
|
$
|
1,067
|
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
|
(In thousands)
|
||||||||||
Stock option and ESPP expense
|
$
|
437
|
|
|
$
|
518
|
|
|
$
|
653
|
|
Nonvested share expense
|
6,293
|
|
|
5,723
|
|
|
5,339
|
|
|||
Subtotal
|
6,730
|
|
|
6,241
|
|
|
5,992
|
|
|||
Tax benefit
|
2,574
|
|
|
2,367
|
|
|
2,311
|
|
|||
Stock-based compensation expense, net of tax benefit
|
$
|
4,156
|
|
|
$
|
3,874
|
|
|
$
|
3,681
|
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term in Years
|
|
Aggregate
Intrinsic Value
(in 000’s)
|
|||||
Outstanding at December 31, 2015
|
1,222,951
|
|
|
$
|
16.27
|
|
|
|
|
|
||
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
244,567
|
|
|
$
|
7.60
|
|
|
|
|
|
||
Forfeited
|
73,062
|
|
|
$
|
29.49
|
|
|
|
|
|
||
Expired
|
248,922
|
|
|
$
|
29.25
|
|
|
|
|
|
||
Outstanding at December 31, 2016
|
656,400
|
|
|
$
|
13.11
|
|
|
2.26 years
|
|
$
|
4,117.0
|
|
Exercisable at December 31, 2016
|
656,400
|
|
|
$
|
13.11
|
|
|
2.26 years
|
|
$
|
4,117.0
|
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
|
|
|
(In thousands)
|
|
|
||||||
Insurance
|
$
|
3,396
|
|
|
$
|
3,518
|
|
|
$
|
2,851
|
|
Employee travel and meals
|
3,309
|
|
|
2,874
|
|
|
2,250
|
|
|||
Other banking expenses
|
1,035
|
|
|
1,788
|
|
|
1,091
|
|
|||
Telephone
|
1,137
|
|
|
1,661
|
|
|
1,589
|
|
|||
Forms and supplies
|
836
|
|
|
1,241
|
|
|
838
|
|
|||
Postage, express mail, and courier
|
967
|
|
|
1,007
|
|
|
978
|
|
|||
Publications and dues
|
984
|
|
|
870
|
|
|
795
|
|
|||
Training and education
|
627
|
|
|
686
|
|
|
554
|
|
|||
Prepayment penalties on repurchase of FHLB borrowings and repurchase agreements
|
262
|
|
|
—
|
|
|
808
|
|
|||
OREO expenses
|
227
|
|
|
197
|
|
|
176
|
|
|||
Legal settlement costs
|
195
|
|
|
150
|
|
|
48
|
|
|||
Provision for off-balance sheet loan commitments
|
(367
|
)
|
|
(271
|
)
|
|
50
|
|
|||
Other
|
1,966
|
|
|
2,501
|
|
|
2,100
|
|
|||
Total
|
$
|
14,574
|
|
|
$
|
16,222
|
|
|
$
|
14,128
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Private Banking
|
(In thousands)
|
||||||||||
Net interest income
|
$
|
202,702
|
|
|
$
|
189,501
|
|
|
$
|
183,424
|
|
Fees and other income
|
18,947
|
|
|
11,352
|
|
|
10,617
|
|
|||
Total revenues
|
221,649
|
|
|
200,853
|
|
|
194,041
|
|
|||
Provision/ (credit) for loan losses
|
(6,935
|
)
|
|
(1,555
|
)
|
|
(6,400
|
)
|
|||
Operating expense
|
125,116
|
|
|
116,575
|
|
|
111,901
|
|
|||
Income before income taxes
|
103,468
|
|
|
85,833
|
|
|
88,540
|
|
|||
Income tax expense (2)
|
33,120
|
|
|
27,844
|
|
|
29,032
|
|
|||
Net income from continuing operations
|
70,348
|
|
|
57,989
|
|
|
59,508
|
|
|||
Net income attributable to the Company
|
$
|
70,348
|
|
|
$
|
57,989
|
|
|
$
|
59,508
|
|
|
|
|
|
|
|
||||||
Assets
|
$
|
7,816,671
|
|
|
$
|
7,361,202
|
|
|
$
|
6,611,191
|
|
Amortization of intangibles
|
$
|
—
|
|
|
$
|
341
|
|
|
$
|
219
|
|
Depreciation
|
$
|
4,477
|
|
|
$
|
4,599
|
|
|
$
|
5,294
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Wealth Management and Trust
|
(In thousands)
|
||||||||||
Fees and other income
|
$
|
44,401
|
|
|
$
|
53,336
|
|
|
$
|
34,584
|
|
Operating expense (1)
|
64,844
|
|
|
54,474
|
|
|
29,401
|
|
|||
Income/ (loss) before income taxes
|
(20,443
|
)
|
|
(1,138
|
)
|
|
5,183
|
|
|||
Income tax expense / (benefit) (2)
|
(8,279
|
)
|
|
(350
|
)
|
|
2,201
|
|
|||
Net income/ (loss) from continuing operations
|
(12,164
|
)
|
|
(788
|
)
|
|
2,982
|
|
|||
Net income/ (loss) attributable to the Company
|
$
|
(12,164
|
)
|
|
$
|
(788
|
)
|
|
$
|
2,982
|
|
|
|
|
|
|
|
||||||
Assets
|
$
|
80,501
|
|
|
$
|
80,088
|
|
|
$
|
80,467
|
|
Amortization of intangibles
|
$
|
2,962
|
|
|
$
|
2,428
|
|
|
$
|
676
|
|
Depreciation
|
$
|
1,145
|
|
|
$
|
772
|
|
|
$
|
241
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Investment Management
|
(In thousands)
|
||||||||||
Net interest income
|
$
|
16
|
|
|
$
|
22
|
|
|
$
|
22
|
|
Fees and other income
|
44,443
|
|
|
45,687
|
|
|
47,119
|
|
|||
Total revenues
|
44,459
|
|
|
45,709
|
|
|
47,141
|
|
|||
Operating expense
|
32,863
|
|
|
33,690
|
|
|
34,848
|
|
|||
Income before income taxes
|
11,596
|
|
|
12,019
|
|
|
12,293
|
|
|||
Income tax expense (2)
|
3,789
|
|
|
3,956
|
|
|
4,078
|
|
|||
Net income from continuing operations
|
7,807
|
|
|
8,063
|
|
|
8,215
|
|
|||
Noncontrolling interests
|
2,077
|
|
|
2,265
|
|
|
2,519
|
|
|||
Net income attributable to the Company
|
$
|
5,730
|
|
|
$
|
5,798
|
|
|
$
|
5,696
|
|
|
|
|
|
|
|
||||||
Assets
|
$
|
92,692
|
|
|
$
|
92,642
|
|
|
$
|
100,229
|
|
Amortization of intangibles
|
$
|
2,601
|
|
|
$
|
2,956
|
|
|
$
|
2,955
|
|
Depreciation
|
$
|
284
|
|
|
$
|
286
|
|
|
$
|
240
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Wealth Advisory
|
(In thousands)
|
||||||||||
Net interest income
|
$
|
16
|
|
|
$
|
6
|
|
|
$
|
10
|
|
Fees and other income
|
50,686
|
|
|
50,558
|
|
|
48,199
|
|
|||
Total revenues
|
50,702
|
|
|
50,564
|
|
|
48,209
|
|
|||
Operating expense
|
34,791
|
|
|
35,379
|
|
|
33,213
|
|
|||
Income before income taxes
|
15,911
|
|
|
15,185
|
|
|
14,996
|
|
|||
Income tax expense (2)
|
6,084
|
|
|
5,819
|
|
|
5,653
|
|
|||
Net income from continuing operations
|
9,827
|
|
|
9,366
|
|
|
9,343
|
|
|||
Noncontrolling interests
|
2,080
|
|
|
2,138
|
|
|
2,189
|
|
|||
Net income attributable to the Company
|
$
|
7,747
|
|
|
$
|
7,228
|
|
|
$
|
7,154
|
|
|
|
|
|
|
|
||||||
Assets
|
$
|
79,887
|
|
|
$
|
79,543
|
|
|
$
|
80,804
|
|
Amortization of intangibles
|
$
|
719
|
|
|
$
|
986
|
|
|
$
|
986
|
|
Depreciation
|
$
|
878
|
|
|
$
|
864
|
|
|
$
|
488
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Holding Company and Eliminations
|
(In thousands)
|
||||||||||
Net interest income
|
$
|
(2,296
|
)
|
|
$
|
(3,759
|
)
|
|
$
|
(3,755
|
)
|
Fees and other income
|
310
|
|
|
236
|
|
|
279
|
|
|||
Total revenues
|
(1,986
|
)
|
|
(3,523
|
)
|
|
(3,476
|
)
|
|||
Operating expense
|
7,339
|
|
|
15,063
|
|
|
17,766
|
|
|||
Income/ (loss) before income taxes
|
(9,325
|
)
|
|
(18,586
|
)
|
|
(21,242
|
)
|
|||
Income tax expense/(benefit) (2)
|
(3,751
|
)
|
|
(6,877
|
)
|
|
(8,599
|
)
|
|||
Net income/(loss) from continuing operations
|
(5,574
|
)
|
|
(11,709
|
)
|
|
(12,643
|
)
|
|||
Noncontrolling interests
|
—
|
|
|
4
|
|
|
42
|
|
|||
Discontinued operations (3)
|
5,541
|
|
|
6,411
|
|
|
6,160
|
|
|||
Net income/(loss) attributable to the Company
|
$
|
(33
|
)
|
|
$
|
(5,302
|
)
|
|
$
|
(6,525
|
)
|
|
|
|
|
|
|
||||||
Assets
|
$
|
(99,277
|
)
|
|
$
|
(70,967
|
)
|
|
$
|
(74,817
|
)
|
Depreciation
|
$
|
54
|
|
|
$
|
69
|
|
|
$
|
205
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Total Company
|
(In thousands)
|
||||||||||
Net interest income
|
$
|
200,438
|
|
|
$
|
185,770
|
|
|
$
|
179,701
|
|
Fees and other income
|
158,787
|
|
|
161,169
|
|
|
140,798
|
|
|||
Total revenues
|
359,225
|
|
|
346,939
|
|
|
320,499
|
|
|||
Provision/ (credit) for loan losses
|
(6,935
|
)
|
|
(1,555
|
)
|
|
(6,400
|
)
|
|||
Operating expense
|
264,953
|
|
|
255,181
|
|
|
227,129
|
|
|||
Income before income taxes
|
101,207
|
|
|
93,313
|
|
|
99,770
|
|
|||
Income tax expense (2)
|
30,963
|
|
|
30,392
|
|
|
32,365
|
|
|||
Net income from continuing operations
|
70,244
|
|
|
62,921
|
|
|
67,405
|
|
|||
Noncontrolling interests
|
4,157
|
|
|
4,407
|
|
|
4,750
|
|
|||
Discontinued operations
|
5,541
|
|
|
6,411
|
|
|
6,160
|
|
|||
Net income attributable to the Company
|
$
|
71,628
|
|
|
$
|
64,925
|
|
|
$
|
68,815
|
|
|
|
|
|
|
|
||||||
Assets
|
$
|
7,970,474
|
|
|
$
|
7,542,508
|
|
|
$
|
6,797,874
|
|
Amortization of intangibles
|
$
|
6,282
|
|
|
$
|
6,711
|
|
|
$
|
4,836
|
|
Depreciation
|
$
|
6,838
|
|
|
$
|
6,590
|
|
|
$
|
6,468
|
|
(1)
|
Operating expense related to the Wealth Management and Trust segment includes restructuring expenses of
$2.0 million
,
$3.7 million
, and
$0.7 million
for 2016, 2015, and 2014, respectively, and a goodwill impairment charge of
$9.5 million
in 2016.
|
(2)
|
The Company’s effective tax rate for
2016
,
2015
, and
2014
is not consistent due to earnings from tax-exempt investments, non-deductible compensation, state and local taxes, income tax credits and income attributable to noncontrolling interests having a different impact on the effective tax rate due primarily to the different levels of income before taxes in years
2016
,
2015
, and
2014
. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 17: Income Taxes” for additional details.
|
(3)
|
The Holding Company and Eliminations calculation of Net Income attributable to the Company includes net income from Discontinued Operations for the years ended
December 31, 2016
,
2015
and
2014
of
$5.5 million
,
$6.4 million
, and
$6.2 million
, respectively.
|
|
As of December 31, 2016
|
|
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
|
$
|
39,936
|
|
|
$
|
39,293
|
|
|
$
|
643
|
|
|
$
|
—
|
|
Government-sponsored entities
|
336,664
|
|
|
—
|
|
|
336,664
|
|
|
—
|
|
||||
Municipal bonds
|
293,397
|
|
|
—
|
|
|
293,397
|
|
|
—
|
|
||||
Mortgage-backed securities
|
570,327
|
|
|
—
|
|
|
570,327
|
|
|
—
|
|
||||
Other
|
23,808
|
|
|
23,808
|
|
|
—
|
|
|
—
|
|
||||
Total available-for-sale securities
|
1,264,132
|
|
|
63,101
|
|
|
1,201,031
|
|
|
—
|
|
||||
Derivatives - interest rate customer swaps
|
17,032
|
|
|
—
|
|
|
17,032
|
|
|
—
|
|
||||
Derivatives - risk participation agreements
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||
Other investments
|
6,110
|
|
|
6,110
|
|
|
—
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives - interest rate customer swaps
|
$
|
16,560
|
|
|
$
|
—
|
|
|
$
|
16,560
|
|
|
$
|
—
|
|
Derivatives - interest rate swaps
|
1,040
|
|
|
—
|
|
|
1,040
|
|
|
—
|
|
||||
Derivatives - risk participation agreements
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Other liabilities
|
6,110
|
|
|
6,110
|
|
|
—
|
|
|
—
|
|
|
As of December 31, 2016
|
|
Fair value measurements at reporting date using:
|
|
Gain (losses) from fair value changes
|
||||||||||||||
Quoted prices in
active markets
for identical
assets (Level 1)
|
|
Significant
other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|
Year ended December 31, 2016
|
|||||||||||||
(In thousands)
|
|
|
|||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Impaired loans (1)
|
$
|
3,074
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,074
|
|
|
$
|
(428
|
)
|
OREO (2)
|
1,690
|
|
|
—
|
|
|
—
|
|
|
1,690
|
|
|
(110
|
)
|
|||||
Goodwill (3)
|
34,777
|
|
|
—
|
|
|
—
|
|
|
34,777
|
|
|
(9,528
|
)
|
|||||
|
$
|
39,541
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,541
|
|
|
$
|
(10,066
|
)
|
(1)
|
Collateral-dependent impaired loans held as of
December 31, 2016
that had write-downs in fair value or whose specific reserve changed during 2016.
|
(2)
|
OREO held as of
December 31, 2016
that had write-downs in fair value during 2016.
|
(3)
|
Goodwill balance at Boston Private Wealth as of
December 31, 2016
that had write-downs in fair value during 2016. See Part II. Item 8. “Financial Statements and Supplementary Data - Note 8: Goodwill and Other Intangible Assets” for further detail.
|
|
As of December 31, 2015
|
|
Fair value measurements at reporting date using:
|
|
Gain (losses) from fair value changes
|
||||||||||||||
Quoted prices in
active markets
for identical
assets (Level 1)
|
|
Significant other
observable
inputs (Level 2)
|
|
Significant
unobservable
inputs (Level 3)
|
|
Year ended December 31, 2015
|
|||||||||||||
(In thousands)
|
|
|
|||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Impaired loans (1)
|
$
|
2,322
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,322
|
|
|
$
|
(578
|
)
|
|
$
|
2,322
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,322
|
|
|
$
|
(578
|
)
|
(1)
|
Collateral-dependent impaired loans held as of December 31, 2015 that had write-downs in fair value or whose specific reserve changed during 2015.
|
|
As of December 31, 2016
|
||||||||||
|
Fair Value
|
|
Valuation
technique |
|
Unobservable
Input |
|
Range of
Inputs Utilized |
|
Weighted
Average of Inputs Utilized |
||
|
(In thousands)
|
|
|
||||||||
Impaired Loans
|
$
|
3,074
|
|
|
Appraisals of Collateral
|
|
Discount for costs to sell
|
|
5% - 7%
|
|
6%
|
Appraisal adjustments
|
|
0% - 20%
|
|
13%
|
|||||||
OREO
|
$
|
1,690
|
|
|
Appraisals of Collateral
|
|
Discount for costs to sell
|
|
6%
|
|
6%
|
|
Appraisal adjustments
|
|
18%
|
|
18%
|
|
As of December 31, 2015
|
||||||||||
|
Fair Value
|
|
Valuation
technique
|
|
Unobservable
Input
|
|
Range of
Inputs
Utilized
|
|
Weighted
Average of
Inputs
Utilized
|
||
|
(In thousands)
|
|
|
||||||||
Impaired Loans
|
$
|
2,322
|
|
|
Appraisals of Collateral
|
|
Discount for costs to sell
|
|
7% - 24%
|
|
12%
|
Appraisal adjustments
|
|
20% - 25%
|
|
21%
|
|
As of December 31, 2016
|
||||||||||||||||||
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
|
$
|
106,557
|
|
|
$
|
106,557
|
|
|
$
|
106,557
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities held-to-maturity
|
93,079
|
|
|
92,604
|
|
|
—
|
|
|
92,604
|
|
|
—
|
|
|||||
Loans held for sale
|
3,464
|
|
|
3,428
|
|
|
—
|
|
|
3,428
|
|
|
—
|
|
|||||
Loans, net
|
6,036,277
|
|
|
6,021,611
|
|
|
—
|
|
|
—
|
|
|
6,021,611
|
|
|||||
Other financial assets
|
131,863
|
|
|
131,863
|
|
|
—
|
|
|
131,863
|
|
|
—
|
|
|||||
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
6,085,146
|
|
|
6,084,765
|
|
|
—
|
|
|
6,084,765
|
|
|
—
|
|
|||||
Securities sold under agreements to repurchase
|
59,624
|
|
|
59,624
|
|
|
—
|
|
|
59,624
|
|
|
—
|
|
|||||
Federal funds purchased
|
80,000
|
|
|
80,000
|
|
|
—
|
|
|
80,000
|
|
|
—
|
|
|||||
Federal Home Loan Bank borrowings
|
734,205
|
|
|
734,941
|
|
|
—
|
|
|
734,941
|
|
|
—
|
|
|||||
Junior subordinated debentures
|
106,363
|
|
|
96,363
|
|
|
—
|
|
|
—
|
|
|
96,363
|
|
|||||
Other financial liabilities
|
1,942
|
|
|
1,942
|
|
|
—
|
|
|
1,942
|
|
|
—
|
|
|
As of December 31, 2015
|
||||||||||||||||||
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
|
$
|
238,694
|
|
|
$
|
238,694
|
|
|
$
|
238,694
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment securities held-to-maturity
|
116,352
|
|
|
116,384
|
|
|
—
|
|
|
116,384
|
|
|
—
|
|
|||||
Loans held for sale
|
8,072
|
|
|
8,144
|
|
|
—
|
|
|
8,144
|
|
|
—
|
|
|||||
Loans, net
|
5,640,712
|
|
|
5,658,254
|
|
|
—
|
|
|
—
|
|
|
5,658,254
|
|
|||||
Other financial assets
|
118,233
|
|
|
118,233
|
|
|
—
|
|
|
118,233
|
|
|
—
|
|
|||||
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
6,040,437
|
|
|
6,041,239
|
|
|
—
|
|
|
6,041,239
|
|
|
—
|
|
|||||
Securities sold under agreements to repurchase
|
58,215
|
|
|
58,215
|
|
|
—
|
|
|
58,215
|
|
|
—
|
|
|||||
Federal Home Loan Bank borrowings
|
461,324
|
|
|
465,100
|
|
|
—
|
|
|
465,100
|
|
|
—
|
|
|||||
Junior subordinated debentures
|
106,363
|
|
|
96,363
|
|
|
—
|
|
|
—
|
|
|
96,363
|
|
|||||
Other financial liabilities
|
1,978
|
|
|
1,978
|
|
|
—
|
|
|
1,978
|
|
|
—
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Commitments to originate loans
|
|
|
|
||||
Variable rate
|
$
|
103,189
|
|
|
$
|
87,622
|
|
Fixed rate
|
65,563
|
|
|
17,096
|
|
||
Total commitments to originate new loans
|
$
|
168,752
|
|
|
$
|
104,718
|
|
Unadvanced portion of loans and unused lines of credit
|
$
|
1,280,648
|
|
|
$
|
1,181,114
|
|
Standby letters of credit
|
$
|
38,391
|
|
|
$
|
39,245
|
|
Forward commitments to sell loans
|
$
|
9,663
|
|
|
$
|
28,468
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
(In thousands)
|
|||||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
54,694
|
|
|
$
|
55,385
|
|
Investment in wholly-owned and majority-owned subsidiaries:
|
|
|
|
||||
Bank
|
694,517
|
|
|
671,204
|
|
||
Non-banks
|
137,262
|
|
|
138,178
|
|
||
Investment in partnerships and trusts
|
6,340
|
|
|
6,340
|
|
||
Deferred income taxes
|
—
|
|
|
1,460
|
|
||
Other assets
|
17,131
|
|
|
14,243
|
|
||
Total assets
|
$
|
909,944
|
|
|
$
|
886,810
|
|
Liabilities:
|
|
|
|
||||
Junior subordinated debentures
|
$
|
106,363
|
|
|
$
|
106,363
|
|
Deferred income taxes
|
8,638
|
|
|
—
|
|
||
Other liabilities
|
9,490
|
|
|
15,746
|
|
||
Total liabilities
|
124,491
|
|
|
122,109
|
|
||
Redeemable Noncontrolling Interests (1)
|
21,133
|
|
|
21,481
|
|
||
Total Shareholders’ Equity
|
764,320
|
|
|
743,220
|
|
||
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
|
$
|
909,944
|
|
|
$
|
886,810
|
|
(1)
|
Includes noncontrolling interests and the maximum redemption value of redeemable noncontrolling interests.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Income:
|
|
|
|
|
|
||||||
Interest income
|
$
|
130
|
|
|
$
|
116
|
|
|
$
|
115
|
|
Dividends from subsidiaries:
|
|
|
|
|
|
||||||
Bank
|
22,700
|
|
|
22,700
|
|
|
26,500
|
|
|||
Non-banks
|
24,044
|
|
|
28,789
|
|
|
20,356
|
|
|||
Other income
|
310
|
|
|
236
|
|
|
279
|
|
|||
Total income
|
47,184
|
|
|
51,841
|
|
|
47,250
|
|
|||
Operating Expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
4,620
|
|
|
10,320
|
|
|
11,876
|
|
|||
Professional fees
|
1,337
|
|
|
2,007
|
|
|
2,965
|
|
|||
Interest expense
|
2,427
|
|
|
3,875
|
|
|
3,872
|
|
|||
Other expenses
|
1,381
|
|
|
2,740
|
|
|
2,966
|
|
|||
Total operating expense
|
9,765
|
|
|
18,942
|
|
|
21,679
|
|
|||
Income before income taxes
|
37,419
|
|
|
32,899
|
|
|
25,571
|
|
|||
Income tax benefit
|
(3,751
|
)
|
|
(6,877
|
)
|
|
(8,599
|
)
|
|||
Net income from discontinued operations
|
5,541
|
|
|
6,411
|
|
|
6,160
|
|
|||
Income before equity in undistributed earnings of subsidiaries
|
46,711
|
|
|
46,187
|
|
|
40,330
|
|
|||
Equity in undistributed earnings of subsidiaries
|
24,917
|
|
|
18,738
|
|
|
28,485
|
|
|||
Net income attributable to the Company
|
$
|
71,628
|
|
|
$
|
64,925
|
|
|
$
|
68,815
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
(In thousands)
|
|||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income attributable to the Company
|
$
|
71,628
|
|
|
$
|
64,925
|
|
|
$
|
68,815
|
|
Net income from discontinued operations
|
5,541
|
|
|
6,411
|
|
|
6,160
|
|
|||
Net income from continuing operations
|
66,087
|
|
|
58,514
|
|
|
62,655
|
|
|||
Adjustments to reconcile net income from continuing operations to net cash provided by/ (used in) operating activities:
|
|
|
|
|
|
||||||
Equity in earnings of subsidiaries:
|
|
|
|
|
|
||||||
Bank
|
(58,184
|
)
|
|
(57,201
|
)
|
|
(62,491
|
)
|
|||
Non-banks
|
(13,477
|
)
|
|
(13,026
|
)
|
|
(12,850
|
)
|
|||
Dividends from subsidiaries:
|
|
|
|
|
|
||||||
Bank
|
22,700
|
|
|
22,700
|
|
|
26,500
|
|
|||
Non-banks
|
24,044
|
|
|
28,789
|
|
|
20,356
|
|
|||
Deferred income tax expense/ (benefit)
|
10,000
|
|
|
(4,575
|
)
|
|
4,642
|
|
|||
Depreciation and amortization
|
(738
|
)
|
|
5,097
|
|
|
1,743
|
|
|||
Net decrease/ (increase) in other operating activities
|
(16,633
|
)
|
|
2,167
|
|
|
(2,834
|
)
|
|||
Net cash provided by/ (used in) operating activities of continuing operations
|
33,799
|
|
|
42,465
|
|
|
37,721
|
|
|||
Net cash provided by/ (used in) operating activities of discontinued operations
|
5,541
|
|
|
6,411
|
|
|
6,160
|
|
|||
Net cash provided by/ (used in) operating activities
|
39,340
|
|
|
48,876
|
|
|
43,881
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Cash paid for acquisitions, including deferred acquisition obligations
|
1,890
|
|
|
1,821
|
|
|
—
|
|
|||
Capital investments in subsidiaries:
|
|
|
|
|
|
||||||
Bank
|
—
|
|
|
—
|
|
|
(29,007
|
)
|
|||
Non-banks
|
(1,220
|
)
|
|
(1,723
|
)
|
|
(1,497
|
)
|
|||
Net cash (used in)/ provided by in other investing activities
|
1
|
|
|
1
|
|
|
(98
|
)
|
|||
Net cash provided by/ (used in) investing activities of continuing operations
|
671
|
|
|
99
|
|
|
(30,602
|
)
|
|||
Net cash provided by/ (used in) investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by/ (used in) investing activities
|
671
|
|
|
99
|
|
|
(30,602
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repurchase of common stock
|
(9,323
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid to common shareholders
|
(33,110
|
)
|
|
(29,608
|
)
|
|
(25,829
|
)
|
|||
Dividends paid to preferred shareholders
|
(3,475
|
)
|
|
(3,475
|
)
|
|
(3,475
|
)
|
|||
Tax savings/ (deficiency) from certain stock compensation awards
|
(620
|
)
|
|
(1,262
|
)
|
|
1,294
|
|
|||
Proceeds from stock option exercises
|
1,725
|
|
|
1,206
|
|
|
1,807
|
|
|||
Proceeds from issuance of common stock, net
|
7,786
|
|
|
160
|
|
|
32,387
|
|
|||
Other equity adjustments
|
(3,685
|
)
|
|
(5,204
|
)
|
|
(7,424
|
)
|
|||
Net cash provided by/ (used in) financing activities of continuing operations
|
(40,702
|
)
|
|
(38,183
|
)
|
|
(1,240
|
)
|
|||
Net cash provided by/ (used in) financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by/ (used in) financing activities
|
(40,702
|
)
|
|
(38,183
|
)
|
|
(1,240
|
)
|
|||
Net (decrease)/ increase in cash and cash equivalents
|
(691
|
)
|
|
10,792
|
|
|
12,039
|
|
|||
Cash and cash equivalents at beginning of year
|
55,385
|
|
|
44,593
|
|
|
32,554
|
|
|||
Cash and cash equivalents at end of year
|
$
|
54,694
|
|
|
$
|
55,385
|
|
|
$
|
44,593
|
|
|
Actual
|
|
For capital adequacy
purposes (at least)
|
|
To be well capitalized
under prompt
corrective action
provisions (at least)
|
|
Basel III
minimum
capital ratio
with capital
conservation
buffer (1)
|
||||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
|
||||||||||
|
(In thousands)
|
|
|
||||||||||||||||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common equity tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
$
|
571,663
|
|
|
10.00
|
%
|
|
$
|
257,222
|
|
|
4.5
|
%
|
|
n/a
|
|
|
n/a
|
|
|
7.0
|
%
|
|
Boston Private Bank
|
661,991
|
|
|
11.64
|
|
|
256,030
|
|
|
4.5
|
|
|
$
|
369,822
|
|
|
6.5
|
%
|
|
7.0
|
|
||
Tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
722,674
|
|
|
12.64
|
|
|
342,962
|
|
|
6.0
|
|
|
n/a
|
|
|
n/a
|
|
|
8.5
|
|
|||
Boston Private Bank
|
661,991
|
|
|
11.64
|
|
|
341,374
|
|
|
6.0
|
|
|
455,165
|
|
|
8.0
|
|
|
8.5
|
|
|||
Total risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
794,584
|
|
|
13.90
|
|
|
457,283
|
|
|
8.0
|
|
|
n/a
|
|
|
n/a
|
|
|
10.5
|
|
|||
Boston Private Bank
|
733,214
|
|
|
12.89
|
|
|
455,165
|
|
|
8.0
|
|
|
568,956
|
|
|
10.0
|
|
|
10.5
|
|
|||
Tier 1 leverage capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
722,674
|
|
|
9.42
|
|
|
306,848
|
|
|
4.0
|
|
|
n/a
|
|
|
n/a
|
|
|
4.0
|
|
|||
Boston Private Bank
|
661,991
|
|
|
8.70
|
|
|
304,510
|
|
|
4.0
|
|
|
380,637
|
|
|
5.0
|
|
|
4.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common equity tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
$
|
534,241
|
|
|
9.80
|
%
|
|
$
|
245,216
|
|
|
4.5
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
||
Boston Private Bank
|
621,668
|
|
|
11.49
|
|
|
243,407
|
|
|
4.5
|
|
|
$
|
351,588
|
|
|
6.5%
|
|
n/a
|
||||
Tier 1 risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
686,160
|
|
|
12.59
|
|
|
326,954
|
|
|
6.0
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
||||
Boston Private Bank
|
621,668
|
|
|
11.49
|
|
|
324,543
|
|
|
6.0
|
|
|
432,723
|
|
|
8.0
|
|
|
n/a
|
||||
Total risk-based capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
754,758
|
|
|
13.85
|
|
|
435,939
|
|
|
8.0
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
||||
Boston Private Bank
|
689,437
|
|
|
12.75
|
|
|
432,723
|
|
|
8.0
|
|
|
540,904
|
|
|
10.0
|
|
|
n/a
|
||||
Tier 1 leverage capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company
|
686,160
|
|
|
9.50
|
|
|
289,059
|
|
|
4.0
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
||||
Boston Private Bank
|
621,668
|
|
|
8.68
|
|
|
286,461
|
|
|
4.0
|
|
|
358,077
|
|
|
5.0
|
|
|
n/a
|
n/a
|
= not applicable
|
(1)
|
Required capital ratios under the Basel III capital rules with the fully phased-in capital conservation buffer added to the minimum risk-based capital ratios. The fully phased-in ratios are effective for 2019, with lower requirements during the transition years 2016 through 2018.
|
|
2016 (1)
|
||||||||||||||
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
|||||||||
(In thousands, except per share data)
|
|||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Net interest income
|
$
|
51,519
|
|
|
$
|
49,871
|
|
|
$
|
49,169
|
|
|
$
|
49,879
|
|
Fees and other income
|
43,958
|
|
|
40,012
|
|
|
36,795
|
|
|
38,022
|
|
||||
Total revenues
|
95,477
|
|
|
89,883
|
|
|
85,964
|
|
|
87,901
|
|
||||
Provision/ (credit) for loan losses
|
(1,128
|
)
|
|
(138
|
)
|
|
(2,535
|
)
|
|
(3,133
|
)
|
||||
Operating expense
|
71,843
|
|
|
61,670
|
|
|
64,731
|
|
|
66,709
|
|
||||
Income before income taxes
|
24,762
|
|
|
28,351
|
|
|
23,768
|
|
|
24,325
|
|
||||
Income tax expense
|
7,247
|
|
|
8,652
|
|
|
7,626
|
|
|
7,438
|
|
||||
Net income from discontinued operations
|
1,184
|
|
|
1,047
|
|
|
1,245
|
|
|
2,065
|
|
||||
Less: Net income attributable to noncontrolling interests
|
1,147
|
|
|
1,110
|
|
|
989
|
|
|
911
|
|
||||
Net income attributable to the Company
|
$
|
17,552
|
|
|
$
|
19,636
|
|
|
$
|
16,398
|
|
|
$
|
18,041
|
|
Net earnings per share attributable to the Company’s common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share (2)
|
$
|
0.19
|
|
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
0.22
|
|
Diluted earnings per share (2)
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
$
|
0.18
|
|
|
$
|
0.21
|
|
|
2015 (1)
|
||||||||||||||
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
|||||||||
(In thousands, except per share data)
|
|||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Net interest income
|
$
|
48,140
|
|
|
$
|
46,473
|
|
|
$
|
45,085
|
|
|
$
|
46,072
|
|
Fees and other income
|
37,718
|
|
|
39,446
|
|
|
42,660
|
|
|
41,345
|
|
||||
Total revenues
|
85,858
|
|
|
85,919
|
|
|
87,745
|
|
|
87,417
|
|
||||
Provision/ (credit) for loan losses
|
(1,655
|
)
|
|
2,600
|
|
|
—
|
|
|
(2,500
|
)
|
||||
Operating expense
|
67,407
|
|
|
61,929
|
|
|
62,418
|
|
|
63,427
|
|
||||
Income before income taxes
|
20,106
|
|
|
21,390
|
|
|
25,327
|
|
|
26,490
|
|
||||
Income tax expense
|
5,638
|
|
|
8,182
|
|
|
8,000
|
|
|
8,572
|
|
||||
Net income from discontinued operations
|
1,455
|
|
|
1,316
|
|
|
1,546
|
|
|
2,094
|
|
||||
Less: Net income attributable to noncontrolling interests
|
921
|
|
|
994
|
|
|
1,263
|
|
|
1,229
|
|
||||
Net income attributable to the Company
|
$
|
15,002
|
|
|
$
|
13,530
|
|
|
$
|
17,610
|
|
|
$
|
18,783
|
|
Net earnings per share attributable to the Company’s common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share (2)
|
$
|
0.17
|
|
|
$
|
0.17
|
|
|
$
|
0.21
|
|
|
$
|
0.22
|
|
Diluted earnings per share (2)
|
$
|
0.17
|
|
|
$
|
0.16
|
|
|
$
|
0.20
|
|
|
$
|
0.21
|
|
(1)
|
Due to rounding, the sum of the four quarters may not add to the year to date total.
|
(2)
|
Includes the effect of adjustments to net income attributable to the Company to arrive at net income attributable to common shareholders.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
a.
|
was made known to the certifying officers by others within the Company and its consolidated subsidiaries in the reports that it files or submits under the Exchange Act; and
|
b.
|
is recorded, processed, summarized, and reported within the time periods specified in the Securities Exchange Commission rules and forms.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
|
|
|
|||||
Form
|
|
SEC Filing
Date
|
|
Exhibit
Number
|
|
Filed or
Furnished
with
this 10-K
|
|||||
3.1
|
|
|
Restated Articles of Organization of Boston Private Financial Holdings, Inc.
|
|
8-K
|
|
8/2/2010
|
|
3.1
|
|
|
3.2
|
|
|
Amended and Restated By-Laws of Boston Private Financial Holdings, Inc.
|
|
8-K
|
|
1/18/2017
|
|
3.2
|
|
|
3.3
|
|
|
Articles of Amendment of Boston Private Financial Holdings, Inc.
|
|
8-K
|
|
5/2/2012
|
|
3.1
|
|
|
3.4
|
|
|
Articles of Amendment of Boston Private Financial Holdings, Inc.
|
|
8-K
|
|
4/22/2013
|
|
3.1
|
|
|
3.5
|
|
|
Articles of Amendment of Boston Private Financial Holdings, Inc.
|
|
8-A
|
|
4/24/2013
|
|
3.5
|
|
|
4.1
|
|
|
Form of Warrant for Purchase of Shares of Common Stock (included as part of Exhibit 10.47)
|
|
8-A
|
|
2/2/2011
|
|
4.1
|
|
|
4.2
|
|
|
Master Deposit Agreement, dated April 24, 2013, by and among the Registrant, Computershare Trust Company, N.A., and Computershare Inc., collectively, as depositary, and the holders from time to time of the depositary receipts described therein.
|
|
8-A
|
|
4/24/2013
|
|
4.1
|
|
|
4.3
|
|
|
Form of Certificate Representing Series D Preferred Stock
|
|
8-A
|
|
4/24/2013
|
|
4.2
|
|
|
*10.1
|
|
|
Boston Private Financial Holdings, Inc. 2001 Employee Stock Purchase Plan (As Amended and Restated as of January 1, 2014)
|
|
8-K
|
|
4/17/2014
|
|
99.2
|
|
|
*10.2
|
|
|
Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan
|
|
S-8
|
|
6/15/2004
|
|
99.1
|
|
|
*10.3
|
|
|
Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan
|
|
8-K
|
|
12/20/2006
|
|
10.1
|
|
|
*10.4
|
|
|
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan
|
|
8-K
|
|
12/20/2006
|
|
10.2
|
|
|
*10.5
|
|
|
Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
S-8
|
|
5/14/2009
|
|
99.1
|
|
|
*10.6
|
|
|
Boston Private Financial Holdings, Inc. Amended and Restated 2009 Stock Option and Incentive Plan
|
|
8-K
|
|
4/17/2014
|
|
99.1
|
|
|
*10.7
|
|
|
Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
10-Q
|
|
8/7/2009
|
|
10.2
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
|
|
|
|||||
Form
|
|
SEC Filing
Date
|
|
Exhibit
Number
|
|
Filed or
Furnished
with
this 10-K
|
|||||
*10.8
|
|
|
Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
10-Q
|
|
8/5/2011
|
|
10.4
|
|
|
*10.9
|
|
|
Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
10-K
|
|
3/13/2012
|
|
10.11
|
|
|
*10.10
|
|
|
Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
10-Q
|
|
5/8/2012
|
|
10.3
|
|
|
*10.11
|
|
|
Form of Restricted Stock Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
10-Q
|
|
8/5/2011
|
|
10.2
|
|
|
*10.12
|
|
|
Form of Restricted Stock Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
10-Q
|
|
5/8/2012
|
|
10.1
|
|
|
*10.13
|
|
|
Form of Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
10-K
|
|
3/11/2011
|
|
10.13
|
|
|
*10.14
|
|
|
Form of Amendment to Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
10-K
|
|
3/11/2011
|
|
10.14
|
|
|
*10.15
|
|
|
Form of Performance Restricted Stock Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
10-Q
|
|
8/5/2011
|
|
10.3
|
|
|
*10.16
|
|
|
Form of Performance Stock Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
|
|
10-Q
|
|
5/8/2012
|
|
10.2
|
|
|
*10.17
|
|
|
Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan
|
|
8-K
|
|
6/8/2010
|
|
10.2
|
|
|
*10.18
|
|
|
First Amendment to Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan
|
|
8-K
|
|
8/2/2010
|
|
10.1
|
|
|
*10.19
|
|
|
Second Amendment to Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan
|
|
S-8
|
|
10/2/2014
|
|
99.3
|
|
|
*10.20
|
|
|
Form of Restricted Stock Agreement Under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan
|
|
|
|
|
|
|
|
Filed
|
*10.21
|
|
|
Form of Retention Bonus Pool Restricted Stock Agreement Under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan
|
|
|
|
|
|
|
|
Filed
|
*10.22
|
|
|
Boston Private Financial Holdings, Inc. Deferred Compensation Plan, As Amended and Restated as of January 1, 2009
|
|
10-K
|
|
3/12/2010
|
|
10.44
|
|
|
*10.23
|
|
|
Boston Private Financial Holdings, Inc. Executive Bonus Plan
|
|
8-K
|
|
2/3/2009
|
|
10.4
|
|
|
*10.24
|
|
|
Annual Executive Incentive Plan of Boston Private Financial Holdings, Inc.
|
|
8-K
|
|
5/2/2011
|
|
99.1
|
|
|
*10.25
|
|
|
Employment Agreement, dated June 7, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch
|
|
8-K
|
|
6/8/2010
|
|
10.1
|
|
|
*10.26
|
|
|
Change in Control Protection Agreement, dated November 21, 2003, by and between Boston Private Financial Holdings, Inc. and Margaret W. Chambers
|
|
10-K
|
|
3/15/2005
|
|
10.24
|
|
|
*10.27
|
|
|
Change in Control Protection Agreement, dated January 28, 2009, by and between Boston Private Financial Holdings, Inc. and David J. Kaye
|
|
8-K
|
|
2/3/2009
|
|
10.2
|
|
|
*10.28
|
|
|
Letter Agreement, dated July 3, 2007, by and between Boston Private Financial Holdings, Inc. and David J. Kaye
|
|
10-Q
|
|
11/6/2009
|
|
10.1
|
|
|
*10.29
|
|
|
Change in Control Protection Agreement, dated January 28, 2009, by and between Boston Private Financial Holdings, Inc. and Martha T. Higgins
|
|
8-K
|
|
2/3/2009
|
|
10.3
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
|
|
|
|||||
Form
|
|
SEC Filing
Date
|
|
Exhibit
Number
|
|
Filed or
Furnished
with
this 10-K
|
|||||
*10.30
|
|
|
Change in Control Protection Agreement, dated December 5, 2003, by and between Boston Private Bank & Trust and George G. Schwartz
|
|
|
|
|
|
|
|
Filed
|
*10.31
|
|
|
Amendment to Change in Control Protection Agreement, dated December 23, 2008, by and between Boston Private Bank & Trust and George G. Schwartz
|
|
|
|
|
|
|
|
Filed
|
10.32
|
|
|
Indenture, dated October 12, 2004, between Boston Private Financial Holdings, Inc. and Sun Trust Bank, as debenture trustee
|
|
8-K
|
|
10/15/2004
|
|
10.1
|
|
|
10.33
|
|
|
Guarantee Agreement, dated as of October 12, 2004, by Boston Private Financial Holdings, Inc. and Sun Trust Bank, as trustee, for the benefit of the holders from time to time of the Trust Preferred Securities and Trust Common Securities of Boston Private Capital Trust I
|
|
8-K
|
|
10/15/2004
|
|
10.2
|
|
|
10.34
|
|
|
Amended and Restated Declaration of Trust of Boston Private Capital Trust I, dated October 12, 2004
|
|
8-K
|
|
10/15/2004
|
|
10.3
|
|
|
10.35
|
|
|
Indenture, dated September 27, 2005, between Boston Private Financial Holdings, Inc. and Wilmington Trust Company, as debenture trustee
|
|
8-K
|
|
9/30/2005
|
|
10.1
|
|
|
10.36
|
|
|
Guarantee Agreement, dated as of September 27, 2005, by Boston Private Financial Holdings, Inc. and Wilmington Trust Company, as trustee, for the benefit of the holders from time to time of the Capital Securities of Boston Private Capital Trust II
|
|
8-K
|
|
9/30/2005
|
|
10.2
|
|
|
10.37
|
|
|
Amended and Restated Declaration of Trust of Boston Private Capital Trust II, dated September 27, 2005
|
|
8-K
|
|
9/30/2005
|
|
10.3
|
|
|
10.38
|
|
|
Warrant Agreement, dated February 1, 2011, among Boston Private Financial Holdings, Inc., Computershare, Inc. and Computershare Trust Company, N.A.
|
|
8-A
|
|
2/2/2011
|
|
4.1
|
|
|
14.1
|
|
|
Code of Business Conduct and Ethics
|
|
|
|
|
|
|
|
Filed
|
21.1
|
|
|
List of Subsidiaries of Boston Private Financial Holdings, Inc.
|
|
|
|
|
|
|
|
Filed
|
23.1
|
|
|
Consent of KPMG LLP, an independent registered public accounting firm
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
Filed
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
Filed
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
Filed
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
Filed
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
Filed
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
Filed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B
OSTON
P
RIVATE
F
INANCIAL
H
OLDINGS
, I
NC
.
|
|
|
|
By:
|
|
/s/ C
LAYTON
G. D
EUTSCH
|
|
|
Clayton G. Deutsch
|
|
|
Chief Executive Officer and President
(Principal Executive Officer)
|
/s/ C
LAYTON
G. D
EUTSCH
|
|
Chief Executive Officer, President
and Director (Principal Executive Officer)
|
|
February 28, 2017
|
Clayton G. Deutsch
|
|
|
|
|
|
|
|
|
|
/s/ D
AVID
J. K
AYE
|
|
Executive Vice President, Chief Financial and Administrative Officer (Principal Financial Officer)
|
|
February 28, 2017
|
David J. Kaye
|
|
|
|
|
|
|
|
|
|
/s/ J
OSEPH
D. R
EGAN
|
|
Senior Vice President
and Controller (Principal Accounting Officer)
|
|
February 28, 2017
|
Joseph D. Regan
|
|
|
|
|
|
|
|
|
|
/s/ S
TEPHEN
M. W
ATERS
|
|
Chairman
|
|
February 28, 2017
|
Stephen M. Waters
|
|
|
|
|
|
|
|
|
|
/s/ M
ARK
F. F
URLONG
|
|
Director
|
|
February 28, 2017
|
Mark F. Furlong
|
|
|
|
|
|
|
|
|
|
/s/ J
OSEPH
C. G
UYAUX
|
|
Director
|
|
February 28, 2017
|
Joseph C. Guyaux
|
|
|
|
|
|
|
|
|
|
/s/ DEBORAH F. KUENSTNER
|
|
Director
|
|
February 28, 2017
|
Deborah F. Kuenstner
|
|
|
|
|
|
|
|
|
|
/s/ GLORIA C. LARSON
|
|
Director
|
|
February 28, 2017
|
Gloria C. Larson
|
|
|
|
|
|
|
|
|
|
/s/ JOHN MORTON III
|
|
Director
|
|
February 28, 2017
|
John Morton III
|
|
|
|
|
|
|
|
|
|
/s/ DANIEL P. NOLAN
|
|
Director
|
|
February 28, 2017
|
Daniel P. Nolan
|
|
|
|
|
|
|
|
|
|
/s/ K
IMBERLY
S. S
TEVENSON
|
|
Director
|
|
February 28, 2017
|
Kimberly S. Stevenson
|
|
|
|
|
|
|
|
|
|
/s/ D
ONNA
C. W
ELLS
|
|
Director
|
|
February 28, 2017
|
Donna C. Wells
|
|
|
|
|
|
|
|
|
|
/s/ L
IZABETH
H. Z
LATKUS
|
|
Director
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February 28, 2017
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Lizabeth H. Zlatkus
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Name of Grantee:
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No. of Shares:
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Grant Date:
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Number of Shares Vested
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Vesting Date
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Boston Private Financial Holdings, Inc.
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By:
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Name:
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Title:
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Dated:
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Electronic Signature
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Grantee’s name:
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EMPLOYEE
(Print Name)
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FOR the Company
(Print name, title & employer
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Signature: Electronic Signature
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Signature
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DATE:
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Name of Grantee:
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No. of Shares:
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Grant Date:
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Boston Private Financial Holdings, Inc.
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By:
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Name:
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Title:
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Dated:
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Grantee’s Signature
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Grantee’s Name:
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2.
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Restricted Information and Other Property
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i.
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solicit or accept for employment with another employer or employ any person who is then, or was within the prior six (6) months, employed by the Company, or request, influence or advise any person who at the time of such communication is employed by the Company to leave such employment; or
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ii.
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influence or advise any business that is or may be competitive with the business of the Company to employ any person who is employed by the Company; or
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iii.
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solicit or accept any customer or client of the Company, to do business with any person or entity other than the Company or request, induce or advise any customer or client of the Company to withdraw, curtail, diminish or cease his, her or its business with the Company; or
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iv.
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solicit or accept any prospect of the Company to do business with any person or entity other than the Company.
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v.
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For purposes of Section 4(a), I understand and acknowledge the following for purposes of this Agreement:
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(i)
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A business is or may be “competitive” with the Company if such business is engaged in banking, investment management, financial planning, trust administration or other related financial services;
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(ii)
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to “employ” means to perform services as a common law employee or as an independent contractor for the Company or another person or entity;
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(iii)
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if I advise others to encourage a person to become employed or become a customer, I will be considered to have solicited such person or customer regardless of whether I directly engage in solicitation of the person;
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(iv)
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I shall be considered to “accept for employment” or “employ” any person who becomes employed by another employer if:
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a.
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I advise any other business with which I am affiliated to consider such person for employment,
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b.
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I participate in any way in the consideration of any such person for employment, or
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c.
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such person becomes employed in a position in which I supervise such person;
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(v)
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I shall be considered to “accept” a customer or client if I perform services for such customer or client;
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(vi)
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a “customer or client of the Company” means any person or entity who or which did business with BPFH or any wholly or partially owned direct or indirect subsidiary with which I was at any time employed;
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(vii)
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a “prospect of the Company” means any person or entity with which I had individual contact during my employment with the Company (or, after my employment has ended, during the last twelve (12) months of my employment),
provided
that such contact included soliciting such person or entity to become a customer or client of the Company.
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b.
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I hereby acknowledge the necessity of the protection provided to the Company under this Agreement. I have carefully considered the nature and scope of such protection. the Company and I hereby agree that the unique nature of the business of the Company and the nature of my services for the Company require the protection specified in this Agreement. The consideration described in this Agreement is sufficient and adequate to compensate me for agreeing to the restrictions contained herein. I acknowledge that I can continue to actively pursue my career and earn sufficient compensation without breaching any of the foregoing restrictions. The period of the post-employment restrictions in this Agreement is expressly represented and agreed to be fair, reasonable and necessary.
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5.
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Assignment of Developments.
I will make full and prompt disclosure to the Company of all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, and audio or visual works and other works of authorship (collectively “Developments”), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by me (alone or jointly with others) or under my direction during the period of my employment. I acknowledge that all work performed by me is on a “work for hire” basis, and I hereby do assign and transfer and, to the extent any such assignment cannot be made at present, will assign and transfer, to the
Company and its successors and assigns all my right, title and interest in all Developments that (a) relate to the business of the Company or any customer or client of the Company or any of the products or services being researched, developed, or provided by the Company or which may be used with such products or services; or (b) result from tasks assigned to me by the Company; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company, and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions. This obligation to disclose and assignment shall be given effect regardless of whether such Developments were created, conceived, developed, or reduced to practice during normal working hours or at the request of the Company or before or after the execution of this Agreement. While employed with the Company and at all times thereafter, I shall do all things, and execute all documents, including applications for patents, copyrights, and trademarks, and for renewals, extensions, and divisions thereof, that the Company may request to create, enforce or evidence the Company’s rights to any Developments. If the Company is unable for any reason whatsoever to obtain my signature or assistance, I irrevocably appoint the Company, and each of its officers, as my agent and attorney-in-fact, with full power of substitution, to sign, execute, and file in my name and on my belalf, any document required to prosecute or apply for any foreign or United States patent, copyright, trademark, or other proprietary protection, including renewals, extensions, and divisions, and to do all other lawful acts to further the issuance or prosecution of a patent, copyright, trademark, or other proprietary protection, all with the same legal force and effect as if done or executed by me.
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6.
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Limitations on Investment Advice; Referrals.
During my employment with the Company, I shall not provide any investment advice to, or otherwise act as an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended, and the regulations promulgated under that Act, for any person who is not a manager, member, employee, or client of the Company. For purposes of this Agreement, “investment advice” means providing advice, or issuing reports or analyses, regarding securities or the
advisability of investing in, purchasing, or selling securities. Accordingly, without the advance written consent of the CEO of the Company, I shall not provide investment advice through any radio, internet, satellite, or television broadcast or publish in or on any medium any investment advice for any person other than clients of the Company and except in accordance with the policies, practices, and procedures of the Company, including on or in any blog, flyer, letter, website, newsletter, newspaper, magazine, memorandum, or other publication (whether or not printed). I shall not refer any persons to, provide leads to, or solicit clients or customers for,
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7.
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Other Obligations
. I represent and warrant to the Company that I am not under any contract, agreement or restrictive covenant, and have not previously executed any documents whatsoever with any other person, firm, association, or corporation, that will, in any manner, prevent me from performing any of the job duties and responsibilities that may be assigned to me from time to time by the Company. I also represent and warrant that I will not bring and have not brought with me to the Company, that I will not use in the course and scope of my employment with the Company, and that I will not breach any obligation or duty that I may owe to any former employer or other individual or entity with respect to, any confidential, proprietary and/or trade secret materials, documents or information that I obtained from a former employer or other individual or entity, without the express written authorization of the pertinent former employer or other individual or entity. I further represent and warrant that, during my employment with the Company, I will not breach any obligation or duty to maintain confidential and not to disclose or use that I may owe to any former employer or other individual or entity, and I agree to fulfill and comply with any and all such obligations and duties during my employment by the Company
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8.
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Notice to Future Employers and of Future Employment
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a.
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I agree that during my employment with the Company and for the period of one (1) year following the termination of my employment with the Company for any reason, I will inform each prospective new employer I may have, prior to accepting employment, of the existence of this Agreement, and I shall provide each prospective employer with a copy of this Agreement.
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b.
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I also agree that during my employment with the Company and for the period of one (1) year following the termination of my employment with the Company for any reason, I shall notify the Company in writing of any subsequent engagement, occupation or employment, whether as owner, employee, officer, director, agent, consultant, independent contractor or the like, and my duties and responsibilities with respect to any such position.
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9.
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Arbitration of Disputes
. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of my employment or the termination of that employment (including, without limitation, any statutory claims of unlawful employment discrimination as well as all other claims based on statutory rights as well as the common law) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Boston, Massachusetts in accordance with the Employment Arbitration Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Company or I may be a party with regard to any such controversy or claim, such
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10.
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Enforcement and Remedies
. I hereby acknowledge that upon my breach of any of the covenants contained in this Agreement, the Company will suffer irreparable harm for which the remedy at law will be inadequate, and that an injunction or comparable relief may be entered against me by any court having jurisdiction or an arbitrator pursuant to the preceding section, restraining me from breaching any of the provisions of this Agreement or continuing the breach of any such provisions, without the necessity of posting a bond. Resort to such equitable relief shall not be construed to be a waiver by the Company of any other rights or remedies that the Company may have to recover damages or other relief. In addition, if the Company prevails in an action to enforce this Agreement, I shall compensate the Company for its reasonable attorneys’ fees and related expenses incurred in enforcing this Agreement. To the extent that any court action is permitted consistent with or to enforce the preceding section, the parties hereby submit to the exclusive personal jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts.
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11.
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Amendment or Modification
. This Agreement may not be changed or amended except in writing signed by the Company and me.
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12.
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Severability
. All provisions, terms, conditions, paragraphs, agreements and covenants (“Provisions”) contained in this Agreement are severable and, in the event any one of them shall be held to be invalid, this Agreement shall be interpreted as if such Provision was not contained herein, and such determination shall not otherwise affect the validity of any other Provision.
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13.
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Survival and Assignment by the Company
. The Company may assign the rights given to it in this Agreement, and this Agreement shall survive any sale of assets, merger, consolidation, or other change in corporate structure. I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment or any transfer between Company entities and that no such changes shall constitute a termination of my employment. I also acknowledge that provisions of this Agreement shall continue in effect following the termination of my employment as specified above. Notwithstanding the foregoing, if my employment is involuntarily terminated without cause upon or following a Change of Control, my obligations under Section 4 (“Non-Solicitation/Non-Accept”) shall no longer be in effect. For purposes of this Agreement, a “Change of Control” means the consummation of (i) the dissolution or liquidation of BPFH, (ii) the sale of all or substantially all of the assets of BPFH on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation pursuant to which the holders of BPFH’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), or (iv) the acquisition of all or a majority of the outstanding voting stock
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14.
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Waiver
. The waiver by the Company of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach of such provision or the breach of any other provision contained in this Agreement.
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15.
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Governing Law
. This Agreement shall be construed in accordance with and governed by the substantive laws of the Commonwealth of Massachusetts without regard to conflict of law provisions.
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16.
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Knowledge of Rights and Duties
. I have carefully reviewed and completely read all of the provisions of this Agreement and understand my rights, duties, obligations and responsibilities under this Agreement. I acknowledge that I am knowingly and voluntarily entering into this Agreement.
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EMPLOYEE
(Print Name)
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FOR the Company
(Print name, title & employer
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Signature
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Signature
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Date:
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For Boston Private Bank & Trust:
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/S/ M
ARK
D. T
HOMPSON
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Name:
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Mark D. Thompson
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Title:
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Chief Executive Officer
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George G. Schwartz
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Employee Name
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/S/ G
EORGE
G. S
CHWARTZ
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Employee Signature
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3.
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Section 3(b) of the Agreement is hereby amended by deleting the phrase “as soon as practicable” in its entirety and replacing it with the following:
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4.
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Section 4 of the Agreement is hereby amended by deleting the fourth sentence in its entirety and replacing it with the following:
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BOSTON PRIVATE BANK & TRUST COMPANY
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By:
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/S/ M
ARK
D. T
HOMPSON
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Name:
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Mark D. Thompson
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Title:
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Chief Executive Officer
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EMPLOYEE
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/S/ G
EORGE
G. S
CHWARTZ
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George G. Schwartz
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I.
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Introduction
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II.
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Standards of Conduct
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A.
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Conflicts of Interest
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B.
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Compliance with Laws, Rules and Regulations
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C.
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Fair Dealing
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D.
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Protection and Proper Use of Company Assets; Corporate Opportunities
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E.
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Confidentiality
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F.
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Accuracy of Records; Quality of Public Disclosures
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III.
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Compliance Procedures
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A.
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Administration of Code
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B.
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Communication of Policies
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C.
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Monitoring Compliance and Disciplinary Action
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D.
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Reporting Concerns/Receiving Advice
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(1)
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Reporting Illegal or Unethical Behavior
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(2)
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Procedures for Submitting Concerns
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•
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In writing (which may be done anonymously), addressed to the General Counsel, either by facsimile to (617) 912-4551, by email to mchambers@bostonprivate.com, or by U.S. mail to: Margaret W. Chambers, General Counsel, Boston Private Financial Holdings, Inc., Ten Post Office Square, Boston, Massachusetts 02109, CONFIDENTIAL.
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•
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By filing an anonymous report online or via telephone.
The information you provide will be sent to the Chair of the Company’s Audit and Finance Committee and the Company’s General Counsel’s Office by a third party vendor, EthicsPoint, on a totally confidential and anonymous basis. The report made will not accessible through EthicsPoint by any
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◦
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Online:
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Telephone: Reporting Line at (877) 243-3144.
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(3)
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Confidentiality; Anonymous Reporting
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If an employee wishes to remain anonymous, he or she may do so, and the Company will use reasonable efforts to protect the confidentiality of the reporting person subject to applicable law, rule or regulation or to any applicable legal proceedings. In the event the report is made anonymously, however, the Company may not have sufficient information to look into or otherwise investigate or evaluate the allegations. Accordingly, persons who make reports anonymously should endeavor to provide as much detail as is reasonably necessary to permit the Company to evaluate the matter(s) set forth in the anonymous report and, if appropriate, commence and conduct an appropriate investigation.
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(4)
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Policy Against Retaliation
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E.
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Investigating Violations
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F.
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Waivers and Amendments
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Subsidiaries of the Company
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State or Other Jurisdiction of Incorporation
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Anchor Capital Advisors LLC
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DE
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Anchor Capital Non-Managing Members LLC
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DE
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Anchor Capital Holdings LLC
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DE
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Bingham, Osborn & Scarborough, LLC
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CA
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Boston Private Bank & Trust Company
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MA
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Boston Private Capital, Inc.
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MA
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Boston Private Wealth LLC
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MA
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BPB-IMT & Co., LLP
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MA
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BPB Securities Corporation
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MA
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BPB Securities Corporation II
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MA
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Lerob LLC
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CA
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Ten Winthrop Properties
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MA
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Boston Private Capital Trust I
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Boston Private Capital Trust II
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Dalton, Greiner, Hartman & Maher & Co. LLC
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DE
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DGHM Management LLC
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DGHM Enhanced Value LP
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DGHM Enhanced Value LTD
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Grand Cayman Island
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DGHM Partners LLC
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DE
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DGHM Ultra Value Partners LP
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DE
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DGHM World Funds Trust
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DE
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KLS Professional Advisors Group, LLC
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DE
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1.
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I have reviewed this
annual report on Form 10-K
of Boston Private Financial Holdings, Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ C
LAYTON
G. D
EUTSCH
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Date: February 28, 2017
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Clayton G. Deutsch
Chief Executive Officer
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1.
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I have reviewed this
annual report on Form 10-K
of Boston Private Financial Holdings, Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ D
AVID
J. K
AYE
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Date: February 28, 2017
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David J. Kaye
Chief Financial and Administrative Officer
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/s/ C
LAYTON
G. D
EUTSCH
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Clayton G. Deutsch
Chief Executive Officer
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Date: February 28, 2017
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/s/ D
AVID
J. K
AYE
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David J. Kaye
Chief Financial and Administrative Officer
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Date: February 28, 2017
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