FORM 10-K
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☒
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ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION
13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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LAKELAND BANCORP, INC.
(Exact name of registrant as specified in its charter)
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New Jersey
(State or other jurisdiction of
incorporation or organization)
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22-2953275
(I.R.S. Employer
Identification No.)
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250 Oak Ridge Road,
Oak Ridge, New Jersey 07438
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (973) 697-2000
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, no par value
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NASDAQ
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Securities registered pursuant to Section 12(g) of the Act: None
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Large accelerated filer
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☒
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller Reporting Company
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o
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Emerging growth company
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o
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PAGE
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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 3A.
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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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•
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allows bank holding companies meeting management, capital, and Community Reinvestment Act standards to engage in a substantially broader range of non-banking activities than previously was permissible, including insurance underwriting and making merchant banking investments in commercial and financial companies; if a bank holding company elects to become a financial holding company, it files a certification, effective in 30 days, and thereafter may engage in certain financial activities without further approvals (Lakeland Bancorp is such a financial holding company);
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allows insurers and other financial services companies to acquire banks;
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removes various restrictions that previously applied to bank holding company ownership of securities firms and mutual fund advisory companies; and
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establishes the overall regulatory structure applicable to bank holding companies that also engage in insurance and securities operations.
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All financial institutions must establish anti-money laundering programs that include, at a minimum: (i) internal policies, procedures, and controls; (ii) specific designation of an anti-money laundering compliance officer; (iii) ongoing employee training programs; and (iv) an independent audit function to test the anti-money laundering program.
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The Secretary of the Department of the Treasury, in conjunction with other bank regulators, was authorized to issue regulations that provide for minimum standards with respect to customer identification at the time new accounts are opened.
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Financial institutions that establish, maintain, administer, or manage private banking accounts or correspondent accounts in the United States for non-United States persons or their representatives (including foreign individuals visiting the United States) are required to establish appropriate, specific and, where necessary, enhanced due diligence policies, procedures, and controls designed to detect and report money laundering.
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Financial institutions are prohibited from establishing, maintaining, administering or managing correspondent accounts for foreign shell banks (foreign banks that do not have a physical presence in any country), and will be subject to certain record keeping obligations with respect to correspondent accounts of foreign banks.
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Bank regulators are directed to consider a holding company’s effectiveness in combating money laundering when ruling on Federal Reserve Act and Bank Merger Act applications.
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certification of financial statements by the chief executive officer and the chief financial officer;
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the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve month period following initial publication of any financial statements that later require restatement;
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a prohibition on insider trading during pension plan black out periods;
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disclosure of off-balance sheet transactions;
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a prohibition on personal loans to directors and officers (other than loans made by an insured depository institution (as defined in the Federal Deposit Insurance Act), if the loan is subject to the insider lending restrictions of Section 22(h) of the Federal Reserve Act);
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expedited filing requirements for Form 4’s;
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disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code;
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“real time” filing of periodic reports;
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the formation of a public accounting oversight board;
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auditor independence; and
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various increased criminal penalties for violations of the securities laws.
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to an amount equal to 10% of the bank’s capital and surplus, in the case of covered transactions with any one affiliate; and
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to an amount equal to 20% of the bank’s capital and surplus, in the case of covered transactions with all affiliates.
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a loan or extension of credit to an affiliate;
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a purchase of, or an investment in, securities issued by an affiliate;
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a purchase of assets from an affiliate, with some exceptions;
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the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any party; and
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the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.
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a bank and its subsidiaries may not purchase a low-quality asset from an affiliate;
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covered transactions and other specified transactions between a bank or its subsidiaries and an affiliate must be on terms and conditions that are consistent with safe and sound banking practices; and
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with some exceptions, each loan or extension of credit by a bank to an affiliate must be secured by certain types of collateral with a market value ranging from 100% to 130%, depending on the type of collateral, of the amount of the loan or extension of credit.
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Common Equity Tier 1 Capital Ratio of 4.5% (this is referred to as the “CET1”);
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Tier 1 Capital Ratio (CET1 capital plus “Additional Tier 1 capital”) of 6.0%; and
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Total Capital Ratio (Tier 1 capital plus Tier 2 capital) of 8.0%.
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CET1 of 7.0%;
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Tier 1 Capital Ratio of 8.5%; and
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Total Capital Ratio of 10.5%.
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Minimum Capital Requirements.
The Dodd-Frank Act
requires new capital rules and the application of the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies. In addition to making bank holding companies subject to the same capital requirements as their bank subsidiaries, these provisions (often referred to as the Collins Amendment to the Dodd-Frank Act) were also intended to eliminate or significantly reduce the use of hybrid capital instruments, especially trust preferred securities, as regulatory capital. See “Capital Requirements.”
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Deposit
Insurance.
The Dodd-Frank Act makes permanent the $250,000 deposit insurance limit for insured deposits. Amendments to the Federal Deposit Insurance Act also revised the assessment base against which an insured depository institution’s deposit insurance premiums paid to the Deposit Insurance Fund (“DIF”) are calculated. See “Federal Deposit Insurance and Premiums.”
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Shareholder
Votes
. The Dodd-Frank Act requires publicly traded companies like Lakeland Bancorp to give shareholders a non-binding vote on executive compensation and so-called “golden parachute” payments in certain circumstances.
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Transactions
with
Affiliates.
The Dodd-Frank Act enhances the requirements for certain transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of “covered transactions” and increasing the amount of time for which collateral requirements regarding covered transactions must be maintained.
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Transactions
with
Insiders.
Insider transaction limitations are expanded through the strengthening of loan restrictions to insiders and the expansion of the types of transactions subject to the various limits, including derivative transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions. Restrictions are also placed on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and, in certain circumstances, approved by the institution’s board of directors.
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Enhanced
Lending
Limits.
The Dodd-Frank Act strengthened the previous limits on a depository institution’s credit exposure to one borrower which limited a depository institution’s ability to extend credit to one person (or group of related persons) in an amount exceeding certain thresholds. The Dodd-Frank Act expanded the scope of these restrictions to include credit exposure arising from derivative transactions, repurchase agreements, and securities lending and borrowing transactions.
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Compensation
Practices
. The Dodd-Frank Act provides that the appropriate federal regulators must establish standards prohibiting as an unsafe and unsound practice any compensation plan of a bank holding company or other “covered financial institution” that provides an insider or other employee with “excessive compensation” or compensation that gives rise to excessive risk or could lead to a material financial loss to such firm. In June 2010, prior to the Dodd-Frank Act, the bank regulatory agencies promulgated the
Interagency Guidance on Sound Incentive Compensation Policies
, which sets forth three key principles concerning incentive compensation arrangements:
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such arrangements should provide employees incentives that balance risk and financial results in a manner that does not encourage employees to expose the financial institution to imprudent risks;
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such arrangements should be compatible with effective controls and risk management; and
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such arrangements should be supported by strong corporate governance with effective and active oversight by the financial institution’s board of directors.
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The
Consumer
Financial
Protection
Bureau
(“Bureau”).
The Dodd-Frank Act created the Bureau within the Federal Reserve. The Bureau is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The Bureau has rulemaking authority over many of the statutes governing products and services offered to bank consumers. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are more stringent than those regulations promulgated by the Bureau and state attorneys general are permitted to enforce consumer protection rules adopted by the Bureau against state-chartered institutions. The Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Institutions with $10 billion or less in assets, such as the Bank, will continue to be examined for compliance with the consumer laws by their primary bank regulators.
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De
Novo
Banking
. The Dodd-Frank Act allows de novo interstate branching by banks.
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loan and lease delinquencies may increase;
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problem assets and foreclosures may increase;
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demand for our products and services may decrease; and
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collateral for loans made by us may decline in value, in turn reducing the borrowing ability of our customers.
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inflation or deflation
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excess growth or recession;
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a rise or fall in unemployment;
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tightening or expansion of the money supply;
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domestic and international disorder;
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instability in domestic and foreign financial markets; and
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actions taken or statements made by the Federal Reserve Board.
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Name and Age
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Officer of the
Company Since
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Position with the Company, its Subsidiary
Banks, and Business Experience
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Thomas J. Shara
Age 60
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2008
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President and CEO of the Company and the Bank (April 2008 - Present); President and Chief Credit Officer (May 2007 - April 2008) and Executive Vice President and Senior Commercial Banking Officer (February 2006 - May 2007), TD Banknorth, N.A.’s Mid-Atlantic Division.
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Thomas Splaine
Age 52
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May 2016
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Executive Vice President and Chief Financial Officer of the Company and the Bank (March 2017 - Present); First Senior Vice President and Chief Accounting Officer of the Company and the Bank (May 2016 - March 2017); Senior Vice President, Financial Planning and Analysis and Investor Relations of Investors Bancorp, Inc. (January 2015 - December 2015); Senior Vice President and Chief Financial Officer of Investors Bancorp, Inc. (2008 - 2015).
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Ronald E. Schwarz
Age 63 |
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2009
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Senior Executive Vice President and Chief Operating Officer of the Company and the Bank (January 2017 - Present); Senior Executive Vice President and Chief Revenue Officer of the Company and the Bank (January 2016 - January 2017); Executive Vice President and Chief Retail Officer of the Company and the Bank (June 2009 - December 2015); Executive Vice President and Market Executive of Sovereign Bank (June 2006 - June 2009).
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Ellen Lalwani Age 54
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January 2018
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Executive Vice President and Chief Retail Officer of the Company and the Bank (January 2018 - Present); Senior Vice President and Director of Retail Sales of the Bank (August 2008 - January 2018).
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Timothy J. Matteson, Esq.
Age 48 |
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2008
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Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of the Company (January 2017 - Present); Executive Vice President, General Counsel and Corporate Secretary of the Company (March 2012 - January 2017); Senior Vice President and General Counsel of the Company (September 2008 - March 2012); Assistant General Counsel, Israel Discount Bank (November 2007 - September 2008); Senior Attorney and Senior Vice President, TD Banknorth, N.A. (February 2006 - May 2007); General Counsel and Senior Vice President, Hudson United Bancorp and Hudson United Bank (January 2005 - February 2006).
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James M. Nigro
Age 50 |
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March 2016
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Executive Vice President, Chief Risk Officer of the Company (March 2016 - Present); Senior Vice President, Credit Risk Manager of The Provident Bank (December 2013 - March 2016); Senior Vice-President, Commercial Lending of Lakeland Bank (May 2013 - December 2013); Executive Vice President, Chief Lending Officer of Somerset Hills Bank (July 2001 - May 2013).
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John F. Rath, III
Age 59
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January 2018
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Executive Vice President and Chief Lending Officer of the Company and the Bank (January 2018 - Present); First Senior Vice-President, Lending Group Manager of the Company (January 2016 - January 2018); Senior Vice-President, Commercial Lending of the Company (March 2015- January 2016); Senior Vice-President, Lending Group Manager of TD Bank (August 1998 - March 2015).
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High
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Low
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Dividends
Declared
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Year Ended December 31, 2017
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First Quarter
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$
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20.75
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$
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18.00
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$
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0.095
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Second Quarter
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20.35
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18.40
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0.100
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Third Quarter
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20.40
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17.65
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0.100
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Fourth Quarter
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21.65
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19.05
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0.100
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High
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Low
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Dividends
Declared
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Year Ended December 31, 2016
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First Quarter
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$
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11.62
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$
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9.81
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$
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0.085
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Second Quarter
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11.76
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10.26
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0.095
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Third Quarter
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14.04
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11.14
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0.095
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Fourth Quarter
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19.75
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13.20
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0.095
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Company/Market/Peer Group
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12/31/2012
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12/31/2013
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12/31/2014
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12/31/2015
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12/31/2016
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12/31/2017
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Lakeland Bancorp, Inc.
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100.00
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124.93
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127.80
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132.78
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227.04
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228.75
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NASDAQ Market Index
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100.00
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140.12
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160.78
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171.97
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187.22
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242.71
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Regional Northeast Banks
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100.00
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127.19
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137.22
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142.90
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198.36
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206.24
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At or for the Years Ended December 31,
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2017
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2016
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2015
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2014
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2013
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(in thousands, except per share data)
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Income Statement
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Interest income
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$
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190,204
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$
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163,296
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$
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127,514
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$
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122,503
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$
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114,199
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Interest expense
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24,966
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17,647
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10,874
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8,937
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9,657
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Net interest income
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165,238
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145,649
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116,640
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113,566
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104,542
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Provision for loan and lease losses
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6,090
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4,223
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1,942
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5,865
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9,343
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Noninterest income excluding gains on investment securities and gain on debt extinguishment
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22,911
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20,960
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19,090
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17,720
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18,925
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Gains on sales of investment securities
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2,524
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370
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241
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2
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839
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Gain on early debt extinguishment
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—
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—
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1,830
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—
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1,197
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Merger related expenses
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—
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4,103
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1,152
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—
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2,834
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Long-term debt prepayment fee
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2,828
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—
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2,407
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—
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1,209
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Noninterest expenses
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101,706
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95,814
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83,652
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79,135
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74,698
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Income before income taxes
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80,049
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62,839
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48,648
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46,288
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37,419
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Income tax provision
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27,469
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21,321
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16,167
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15,159
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12,450
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|||||
Net income
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$
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52,580
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$
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41,518
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$
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32,481
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$
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31,129
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$
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24,969
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Per-Share Data (1)
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Weighted average shares outstanding:
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Basic
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47,438
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42,912
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37,844
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37,749
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|
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34,742
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Diluted
|
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47,674
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43,114
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37,993
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37,869
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34,902
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Earnings per share:
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||||||||||
Basic
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$
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1.10
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|
|
$
|
0.96
|
|
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$
|
0.85
|
|
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$
|
0.82
|
|
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$
|
0.71
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Diluted
|
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$
|
1.09
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|
$
|
0.95
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|
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$
|
0.85
|
|
|
$
|
0.82
|
|
|
$
|
0.71
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|
Cash dividend per common share
|
|
$
|
0.40
|
|
|
$
|
0.37
|
|
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$
|
0.33
|
|
|
$
|
0.29
|
|
|
$
|
0.27
|
|
Book value per common share
|
|
$
|
12.31
|
|
|
$
|
11.65
|
|
|
$
|
10.57
|
|
|
$
|
10.01
|
|
|
$
|
9.28
|
|
Tangible book value per common share (2)
|
|
$
|
9.38
|
|
|
$
|
8.70
|
|
|
$
|
7.62
|
|
|
$
|
7.06
|
|
|
$
|
6.31
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities available for sale and other (5)
|
|
$
|
658,711
|
|
|
$
|
621,803
|
|
|
$
|
456,436
|
|
|
$
|
467,295
|
|
|
$
|
439,044
|
|
Investment securities held to maturity
|
|
139,685
|
|
|
147,614
|
|
|
116,740
|
|
|
107,976
|
|
|
101,744
|
|
|||||
Loans and leases, net of deferred fees
|
|
4,152,720
|
|
|
3,870,598
|
|
|
2,965,200
|
|
|
2,653,826
|
|
|
2,469,016
|
|
|||||
Goodwill and other identifiable intangible assets
|
|
138,795
|
|
|
139,091
|
|
|
111,519
|
|
|
111,934
|
|
|
112,398
|
|
|||||
Total assets
|
|
5,405,639
|
|
|
5,093,131
|
|
|
3,869,550
|
|
|
3,538,325
|
|
|
3,317,791
|
|
|||||
Total deposits
|
|
4,368,748
|
|
|
4,092,835
|
|
|
2,995,572
|
|
|
2,790,819
|
|
|
2,709,205
|
|
|||||
Total core deposits (3)
|
|
3,631,320
|
|
|
3,547,927
|
|
|
2,652,251
|
|
|
2,510,857
|
|
|
2,413,119
|
|
|||||
Term borrowings
|
|
296,913
|
|
|
365,650
|
|
|
303,143
|
|
|
243,736
|
|
|
160,238
|
|
|||||
Total stockholders’ equity
|
|
583,122
|
|
|
550,044
|
|
|
400,516
|
|
|
379,438
|
|
|
351,424
|
|
|||||
Performance Ratios
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
|
1.00
|
%
|
|
0.90
|
%
|
|
0.89
|
%
|
|
0.92
|
%
|
|
0.80
|
%
|
|||||
Return on average tangible common equity (2)
|
|
12.24
|
%
|
|
12.19
|
%
|
|
11.58
|
%
|
|
12.21
|
%
|
|
11.42
|
%
|
|||||
Return on average equity
|
|
9.25
|
%
|
|
8.75
|
%
|
|
8.28
|
%
|
|
8.48
|
%
|
|
7.78
|
%
|
|||||
Efficiency ratio (2)(4)
|
|
53.40
|
%
|
|
56.48
|
%
|
|
60.31
|
%
|
|
59.53
|
%
|
|
59.76
|
%
|
|||||
Net interest margin (tax equivalent basis)
|
|
3.38
|
%
|
|
3.41
|
%
|
|
3.47
|
%
|
|
3.64
|
%
|
|
3.69
|
%
|
|||||
Loans to deposits
|
|
95.06
|
%
|
|
94.57
|
%
|
|
98.99
|
%
|
|
95.09
|
%
|
|
91.13
|
%
|
|||||
Capital Ratios
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common equity to asset ratio
|
|
10.79
|
%
|
|
10.80
|
%
|
|
10.35
|
%
|
|
10.72
|
%
|
|
10.59
|
%
|
|||||
Tangible common equity to tangible assets (2)
|
|
8.44
|
%
|
|
8.30
|
%
|
|
7.69
|
%
|
|
7.81
|
%
|
|
7.46
|
%
|
|||||
Tier 1 leverage ratio (6)
|
|
9.12
|
%
|
|
9.07
|
%
|
|
8.70
|
%
|
|
9.08
|
%
|
|
8.90
|
%
|
|||||
Tier 1 risk-based capital ratio (6)
|
|
10.87
|
%
|
|
10.85
|
%
|
|
10.53
|
%
|
|
11.76
|
%
|
|
11.73
|
%
|
|||||
Total risk-based capital ratio (6)
|
|
13.40
|
%
|
|
13.48
|
%
|
|
11.61
|
%
|
|
12.98
|
%
|
|
12.98
|
%
|
|||||
CET1 ratio (6)
|
|
10.18
|
%
|
|
10.11
|
%
|
|
9.54
|
%
|
|
NA
|
|
|
NA
|
|
(1)
|
Restated for 5% stock dividend in 2014.
|
(2)
|
A non-GAAP financial measure. See “Non-GAAP Financial Measures” for a reconciliation of such measures to data calculated in accordance with generally accepted accounting principles.
|
(3)
|
Core deposits represent all deposits with the exception of time deposits.
|
(4)
|
Ratio represents noninterest expense, excluding long-term debt prepayment fee, merger related expenses, provision for unfunded lending commitments and core deposit amortization, as a percentage of total revenue (calculated on a tax equivalent basis), excluding gains (losses) on securities and gain on debt extinguishment. Total revenue represents net interest income (calculated on a tax equivalent basis) plus noninterest income.
|
(5)
|
Includes investment in Federal Home Loan Bank and other membership stock, at cost.
|
(6)
|
Beginning March 31, 2015, these ratios were calculated according to the Basel III capital rules that took effect on January 1, 2015.
|
•
|
Net income was
$52.6 million
, or
$1.09
per diluted share, for the year ended
December 31, 2017
compared to net income of
$41.5 million
, or
$0.95
per diluted share, for
2016
. Excluding the impact of the net charge of $602,000 taken in 2017 related to the Tax Cuts and Jobs Act of 2017, net income would have been $53.2 million and diluted EPS would have been $1.11 in 2017. For more information, please see Note 10 to the audited Consolidated Financial Statements. Excluding merger related expenses and other items, net income for 2016 would have been $44.3 million, or $1.02 per diluted share.
|
•
|
In
2017
, return on average assets was
1.00%
, return on average common equity was
9.25%
and return on average tangible common equity was
12.24%
.
|
•
|
Total loans and leases increased by
$282.1 million
, or
7%
, in
2017
, with the majority of the increase in the commercial loans secured by real estate category.
|
•
|
Total deposits increased
$275.9 million
, or
7%
, in
2017
, which included
$40.1 million
in noninterest-bearing
|
•
|
The Company’s net interest margin was
3.38%
for
2017
compared to
3.41%
for
2016
.
|
•
|
The efficiency ratio was
53.40%
for
2017
, as compared to
56.48%
for
2016
. The improvement in this ratio, in part, reflects the realization of cost savings from our acquisitions and the closure of seven branches in 2016.
|
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||||||||||||||||||
|
|
Increase (Decrease)
Due to Change in:
|
|
Total
Change
|
|
Increase (Decrease)
Due to Change in:
|
|
Total
Change
|
||||||||||||||||
|
|
Volume
|
|
Rate
|
|
Volume
|
|
Rate
|
|
|||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
INTEREST INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans and leases
|
|
$
|
19,713
|
|
|
$
|
2,852
|
|
|
$
|
22,565
|
|
|
$
|
33,166
|
|
|
$
|
1,316
|
|
|
$
|
34,482
|
|
Taxable investment securities and other
|
|
3,972
|
|
|
(148
|
)
|
|
3,824
|
|
|
141
|
|
|
459
|
|
|
600
|
|
||||||
Tax-exempt investment securities
|
|
404
|
|
|
(84
|
)
|
|
320
|
|
|
554
|
|
|
(256
|
)
|
|
298
|
|
||||||
Federal funds sold
|
|
(96
|
)
|
|
407
|
|
|
311
|
|
|
309
|
|
|
198
|
|
|
507
|
|
||||||
Total interest income
|
|
23,993
|
|
|
3,027
|
|
|
27,020
|
|
|
34,170
|
|
|
1,717
|
|
|
35,887
|
|
||||||
INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings deposits
|
|
1
|
|
|
(38
|
)
|
|
(37
|
)
|
|
50
|
|
|
51
|
|
|
101
|
|
||||||
Interest-bearing transaction accounts
|
|
1,334
|
|
|
2,694
|
|
|
4,028
|
|
|
1,019
|
|
|
1,487
|
|
|
2,506
|
|
||||||
Time deposits
|
|
1,040
|
|
|
1,057
|
|
|
2,097
|
|
|
1,513
|
|
|
637
|
|
|
2,150
|
|
||||||
Borrowings
|
|
(555
|
)
|
|
1,786
|
|
|
1,231
|
|
|
1,089
|
|
|
927
|
|
|
2,016
|
|
||||||
Total interest expense
|
|
1,820
|
|
|
5,499
|
|
|
7,319
|
|
|
3,671
|
|
|
3,102
|
|
|
6,773
|
|
||||||
NET INTEREST INCOME
|
|
$
|
22,173
|
|
|
$
|
(2,472
|
)
|
|
$
|
19,701
|
|
|
$
|
30,499
|
|
|
$
|
(1,385
|
)
|
|
$
|
29,114
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Rates
Earned/
Paid
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Rates
Earned/
Paid
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Rates
Earned/
Paid
|
|||||||||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans and leases (1)
|
|
$
|
4,024,257
|
|
|
$
|
172,342
|
|
|
4.28
|
%
|
|
$
|
3,562,882
|
|
|
$
|
149,777
|
|
|
4.20
|
%
|
|
$
|
2,773,601
|
|
|
$
|
115,295
|
|
|
4.16
|
%
|
Taxable investment securities and other
|
|
706,167
|
|
|
14,987
|
|
|
2.12
|
%
|
|
518,905
|
|
|
11,163
|
|
|
2.15
|
%
|
|
512,145
|
|
|
10,563
|
|
|
2.06
|
%
|
||||||
Tax-exempt securities
|
|
104,267
|
|
|
3,069
|
|
|
2.94
|
%
|
|
90,431
|
|
|
2,749
|
|
|
3.04
|
%
|
|
69,307
|
|
|
2,451
|
|
|
3.54
|
%
|
||||||
Federal funds sold (2)
|
|
92,295
|
|
|
880
|
|
|
0.95
|
%
|
|
123,166
|
|
|
569
|
|
|
0.46
|
%
|
|
35,059
|
|
|
62
|
|
|
0.18
|
%
|
||||||
Total interest-earning assets
|
|
4,926,986
|
|
|
191,278
|
|
|
3.88
|
%
|
|
4,295,384
|
|
|
164,258
|
|
|
3.82
|
%
|
|
3,390,112
|
|
|
128,371
|
|
|
3.79
|
%
|
||||||
Noninterest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Allowance for loan and lease losses
|
|
(33,148
|
)
|
|
|
|
|
|
(31,190
|
)
|
|
|
|
|
|
(31,062
|
)
|
|
|
|
|
||||||||||||
Other assets
|
|
373,723
|
|
|
|
|
|
|
355,622
|
|
|
|
|
|
|
289,786
|
|
|
|
|
|
||||||||||||
TOTAL ASSETS
|
|
$
|
5,267,561
|
|
|
|
|
|
|
$
|
4,619,816
|
|
|
|
|
|
|
$
|
3,648,836
|
|
|
|
|
|
|||||||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
|
$
|
486,821
|
|
|
$
|
276
|
|
|
0.06
|
%
|
|
$
|
485,004
|
|
|
$
|
313
|
|
|
0.06
|
%
|
|
$
|
399,431
|
|
|
$
|
212
|
|
|
0.05
|
%
|
Interest-bearing transaction accounts
|
|
2,241,259
|
|
|
10,186
|
|
|
0.45
|
%
|
|
1,880,391
|
|
|
6,158
|
|
|
0.33
|
%
|
|
1,511,954
|
|
|
3,652
|
|
|
0.24
|
%
|
||||||
Time deposits
|
|
623,257
|
|
|
6,138
|
|
|
0.98
|
%
|
|
506,487
|
|
|
4,041
|
|
|
0.80
|
%
|
|
303,682
|
|
|
1,891
|
|
|
0.62
|
%
|
||||||
Borrowings
|
|
357,978
|
|
|
8,366
|
|
|
2.34
|
%
|
|
393,149
|
|
|
7,135
|
|
|
1.81
|
%
|
|
328,936
|
|
|
5,119
|
|
|
1.56
|
%
|
||||||
Total interest-bearing liabilities
|
|
3,709,315
|
|
|
24,966
|
|
|
0.67
|
%
|
|
3,265,031
|
|
|
17,647
|
|
|
0.54
|
%
|
|
2,544,003
|
|
|
10,874
|
|
|
0.43
|
%
|
||||||
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand deposits
|
|
959,298
|
|
|
|
|
|
|
852,629
|
|
|
|
|
|
|
695,630
|
|
|
|
|
|
||||||||||||
Other liabilities
|
|
30,268
|
|
|
|
|
|
|
27,616
|
|
|
|
|
|
|
16,982
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
|
|
568,680
|
|
|
|
|
|
|
474,540
|
|
|
|
|
|
|
392,221
|
|
|
|
|
|
||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
5,267,561
|
|
|
|
|
|
|
$
|
4,619,816
|
|
|
|
|
|
|
$
|
3,648,836
|
|
|
|
|
|
|||||||||
Net interest income/spread
|
|
|
|
166,312
|
|
|
3.21
|
%
|
|
|
|
146,611
|
|
|
3.28
|
%
|
|
|
|
117,497
|
|
|
3.36
|
%
|
|||||||||
Tax equivalent basis adjustment
|
|
|
|
1,074
|
|
|
|
|
|
|
962
|
|
|
|
|
|
|
857
|
|
|
|
||||||||||||
NET INTEREST INCOME
|
|
|
|
$
|
165,238
|
|
|
|
|
|
|
$
|
145,649
|
|
|
|
|
|
|
$
|
116,640
|
|
|
|
|||||||||
Net interest margin (3)
|
|
|
|
|
|
3.38
|
%
|
|
|
|
|
|
3.41
|
%
|
|
|
|
|
|
3.47
|
%
|
(1)
|
Includes non-accrual loans, the effect of which is to reduce the yield earned on loans, loans held for sale, and deferred loan fees.
|
(2)
|
Includes interest-bearing cash accounts.
|
(3)
|
Net interest income on a tax equivalent basis divided by interest-earning assets.
|
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Calculation of Efficiency Ratio (a Non-GAAP Measure)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total noninterest expense
|
|
$
|
104,534
|
|
|
$
|
99,917
|
|
|
$
|
87,211
|
|
|
$
|
79,135
|
|
|
$
|
78,741
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of core deposit intangibles
|
|
(654
|
)
|
|
(734
|
)
|
|
(415
|
)
|
|
(464
|
)
|
|
(288
|
)
|
|||||
Merger related expenses
|
|
—
|
|
|
(4,103
|
)
|
|
(1,152
|
)
|
|
—
|
|
|
(2,834
|
)
|
|||||
Long-term debt prepayment fee
|
|
(2,828
|
)
|
|
—
|
|
|
(2,407
|
)
|
|
—
|
|
|
(1,209
|
)
|
|||||
Provision for unfunded lending commitments
|
|
—
|
|
|
(438
|
)
|
|
(864
|
)
|
|
65
|
|
|
(55
|
)
|
|||||
Noninterest expense, as adjusted
|
|
$
|
101,052
|
|
|
$
|
94,642
|
|
|
$
|
82,373
|
|
|
$
|
78,736
|
|
|
$
|
74,355
|
|
Net interest income
|
|
$
|
165,238
|
|
|
$
|
145,649
|
|
|
$
|
116,640
|
|
|
$
|
113,566
|
|
|
$
|
104,542
|
|
Noninterest income
|
|
25,435
|
|
|
21,330
|
|
|
21,161
|
|
|
17,722
|
|
|
20,961
|
|
|||||
Total revenue
|
|
190,673
|
|
|
166,979
|
|
|
137,801
|
|
|
131,288
|
|
|
125,503
|
|
|||||
Plus: Tax-equivalent adjustment on municipal securities
|
|
1,074
|
|
|
962
|
|
|
857
|
|
|
972
|
|
|
965
|
|
|||||
Less: Gains on sales of investment securities and debt extinguishment
|
|
(2,524
|
)
|
|
(370
|
)
|
|
(2,071
|
)
|
|
(2
|
)
|
|
(2,036
|
)
|
|||||
Total revenue, as adjusted
|
|
$
|
189,223
|
|
|
$
|
167,571
|
|
|
$
|
136,587
|
|
|
$
|
132,258
|
|
|
$
|
124,432
|
|
Efficiency ratio (Non-GAAP)
|
|
53.40
|
%
|
|
56.48
|
%
|
|
60.31
|
%
|
|
59.53
|
%
|
|
59.76
|
%
|
|
|
December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Commercial, secured by real estate
|
|
$
|
2,831,184
|
|
|
$
|
2,556,601
|
|
|
$
|
1,761,589
|
|
|
$
|
1,529,761
|
|
|
$
|
1,389,861
|
|
Commercial, industrial and other
|
|
340,400
|
|
|
350,228
|
|
|
307,044
|
|
|
238,252
|
|
|
213,808
|
|
|||||
Leases
|
|
75,039
|
|
|
67,016
|
|
|
56,660
|
|
|
54,749
|
|
|
41,332
|
|
|||||
Real estate - residential mortgage
|
|
322,880
|
|
|
349,581
|
|
|
389,692
|
|
|
431,190
|
|
|
432,831
|
|
|||||
Real estate - construction
|
|
264,908
|
|
|
211,109
|
|
|
118,070
|
|
|
64,020
|
|
|
53,119
|
|
|||||
Home equity and consumer
|
|
322,269
|
|
|
339,360
|
|
|
334,891
|
|
|
337,642
|
|
|
339,338
|
|
|||||
Total loans and leases
|
|
4,156,680
|
|
|
3,873,895
|
|
|
2,967,946
|
|
|
2,655,614
|
|
|
2,470,289
|
|
|||||
Deferred fees
|
|
(3,960
|
)
|
|
(3,297
|
)
|
|
(2,746
|
)
|
|
(1,788
|
)
|
|
(1,273
|
)
|
|||||
Loans and leases, net
|
|
$
|
4,152,720
|
|
|
$
|
3,870,598
|
|
|
$
|
2,965,200
|
|
|
$
|
2,653,826
|
|
|
$
|
2,469,016
|
|
|
|
Within
One Year
|
|
After One
but Within
Five Years
|
|
After Five
Years
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Commercial, secured by real estate
|
|
$
|
104,115
|
|
|
$
|
549,013
|
|
|
$
|
2,178,056
|
|
|
$
|
2,831,184
|
|
Commercial, industrial and other
|
|
172,429
|
|
|
88,918
|
|
|
79,053
|
|
|
340,400
|
|
||||
Real estate - construction
|
|
120,607
|
|
|
57,298
|
|
|
87,003
|
|
|
264,908
|
|
||||
Total
|
|
$
|
397,151
|
|
|
$
|
695,229
|
|
|
$
|
2,344,112
|
|
|
$
|
3,436,492
|
|
Predetermined rates
|
|
$
|
73,815
|
|
|
$
|
511,435
|
|
|
$
|
310,066
|
|
|
$
|
895,316
|
|
Floating or adjustable rates
|
|
323,336
|
|
|
183,794
|
|
|
2,034,046
|
|
|
2,541,176
|
|
||||
Total
|
|
$
|
397,151
|
|
|
$
|
695,229
|
|
|
$
|
2,344,112
|
|
|
$
|
3,436,492
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Commercial, secured by real estate
|
|
$
|
5,890
|
|
|
$
|
10,413
|
|
|
$
|
10,446
|
|
|
$
|
7,424
|
|
|
$
|
7,697
|
|
Commercial, industrial and other
|
|
184
|
|
|
167
|
|
|
103
|
|
|
308
|
|
|
88
|
|
|||||
Leases, including leases held for sale
|
|
144
|
|
|
153
|
|
|
316
|
|
|
88
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
|
3,860
|
|
|
6,048
|
|
|
8,664
|
|
|
9,246
|
|
|
6,141
|
|
|||||
Real estate - construction
|
|
1,472
|
|
|
1,472
|
|
|
—
|
|
|
188
|
|
|
831
|
|
|||||
Home equity and consumer
|
|
2,105
|
|
|
2,151
|
|
|
3,167
|
|
|
3,415
|
|
|
2,175
|
|
|||||
Total non-accrual loans and leases
|
|
13,655
|
|
|
20,404
|
|
|
22,696
|
|
|
20,669
|
|
|
16,932
|
|
|||||
Other real estate and other repossessed assets
|
|
843
|
|
|
1,072
|
|
|
983
|
|
|
1,026
|
|
|
520
|
|
|||||
Total non-performing assets
|
|
$
|
14,498
|
|
|
$
|
21,476
|
|
|
$
|
23,679
|
|
|
$
|
21,695
|
|
|
$
|
17,452
|
|
Non-performing assets as a percentage of total assets
|
|
0.27
|
%
|
|
0.42
|
%
|
|
0.61
|
%
|
|
0.61
|
%
|
|
0.53
|
%
|
|||||
Loans and leases past due 90 days or more and still accruing
|
|
$
|
200
|
|
|
$
|
10
|
|
|
$
|
331
|
|
|
$
|
66
|
|
|
$
|
1,997
|
|
Troubled debt restructurings, still accruing
|
|
$
|
11,462
|
|
|
$
|
8,802
|
|
|
$
|
10,108
|
|
|
$
|
10,579
|
|
|
$
|
10,289
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Allowance balance, beginning of the year
|
|
$
|
31,245
|
|
|
$
|
30,874
|
|
|
$
|
30,684
|
|
|
$
|
29,821
|
|
|
$
|
28,931
|
|
Loans and leases charged off:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
(762
|
)
|
|
(410
|
)
|
|
(1,821
|
)
|
|
(2,282
|
)
|
|
(2,026
|
)
|
|||||
Commercial, industrial and other
|
|
(477
|
)
|
|
(796
|
)
|
|
(205
|
)
|
|
(999
|
)
|
|
(1,324
|
)
|
|||||
Leases
|
|
(305
|
)
|
|
(366
|
)
|
|
(548
|
)
|
|
(597
|
)
|
|
(206
|
)
|
|||||
Real estate - residential mortgage
|
|
(441
|
)
|
|
(1,103
|
)
|
|
(375
|
)
|
|
(827
|
)
|
|
(1,257
|
)
|
|||||
Real estate - construction
|
|
(609
|
)
|
|
—
|
|
|
(20
|
)
|
|
(25
|
)
|
|
(3,854
|
)
|
|||||
Home equity and consumer
|
|
(852
|
)
|
|
(1,980
|
)
|
|
(1,511
|
)
|
|
(2,697
|
)
|
|
(1,624
|
)
|
|||||
Total loans and leases charged off
|
|
(3,446
|
)
|
|
(4,655
|
)
|
|
(4,480
|
)
|
|
(7,427
|
)
|
|
(10,291
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
396
|
|
|
297
|
|
|
2,221
|
|
|
999
|
|
|
1,061
|
|
|||||
Commercial, industrial and other
|
|
172
|
|
|
202
|
|
|
183
|
|
|
1,039
|
|
|
260
|
|
|||||
Leases
|
|
59
|
|
|
31
|
|
|
26
|
|
|
19
|
|
|
121
|
|
|||||
Real estate - residential mortgage
|
|
5
|
|
|
8
|
|
|
63
|
|
|
42
|
|
|
99
|
|
|||||
Real estate - construction
|
|
31
|
|
|
18
|
|
|
106
|
|
|
106
|
|
|
14
|
|
|||||
Home equity and consumer
|
|
903
|
|
|
247
|
|
|
129
|
|
|
220
|
|
|
283
|
|
|||||
Total recoveries
|
|
1,566
|
|
|
803
|
|
|
2,728
|
|
|
2,425
|
|
|
1,838
|
|
|||||
Net charge-offs
|
|
(1,880
|
)
|
|
(3,852
|
)
|
|
(1,752
|
)
|
|
(5,002
|
)
|
|
(8,453
|
)
|
|||||
Provision for loan and lease losses
|
|
6,090
|
|
|
4,223
|
|
|
1,942
|
|
|
5,865
|
|
|
9,343
|
|
|||||
Allowance balance, end of year
|
|
$
|
35,455
|
|
|
$
|
31,245
|
|
|
$
|
30,874
|
|
|
$
|
30,684
|
|
|
$
|
29,821
|
|
Net charge-offs as a percentage of average loans and leases outstanding
|
|
0.05
|
%
|
|
0.11
|
%
|
|
0.06
|
%
|
|
0.19
|
%
|
|
0.36
|
%
|
|||||
Allowance as a percentage of year-end total loans and leases outstanding
|
|
0.85
|
%
|
|
0.81
|
%
|
|
1.04
|
%
|
|
1.16
|
%
|
|
1.21
|
%
|
|||||
Allowance as a percent of non-accrual loans and leases
|
|
259.65
|
%
|
|
153.13
|
%
|
|
136.03
|
%
|
|
148.45
|
%
|
|
176.12
|
%
|
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||
|
|
Allowance
|
|
% of
Loans in
Each
Category
|
|
Allowance
|
|
% of
Loans in
Each
Category
|
|
Allowance
|
|
% of
Loans in
Each
Category
|
|
Allowance
|
|
% of
Loans in
Each
Category
|
|
Allowance
|
|
% of
Loans in
Each
Category
|
|||||||||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||||
Commercial, secured by real estate
|
|
$
|
25,704
|
|
|
68.0
|
%
|
|
$
|
21,223
|
|
|
66.1
|
%
|
|
$
|
20,223
|
|
|
59.4
|
%
|
|
$
|
13,577
|
|
|
57.6
|
%
|
|
$
|
14,463
|
|
|
56.2
|
%
|
Commercial, industrial and other
|
|
2,313
|
|
|
8.2
|
%
|
|
1,723
|
|
|
9.0
|
%
|
|
2,637
|
|
|
10.3
|
%
|
|
3,196
|
|
|
9.0
|
%
|
|
5,331
|
|
|
8.7
|
%
|
|||||
Leases
|
|
630
|
|
|
1.8
|
%
|
|
548
|
|
|
1.7
|
%
|
|
460
|
|
|
1.9
|
%
|
|
582
|
|
|
2.1
|
%
|
|
504
|
|
|
1.7
|
%
|
|||||
Real estate - residential mortgage
|
|
1,557
|
|
|
7.8
|
%
|
|
1,964
|
|
|
9.0
|
%
|
|
2,588
|
|
|
13.1
|
%
|
|
4,020
|
|
|
16.2
|
%
|
|
3,214
|
|
|
17.5
|
%
|
|||||
Real estate - construction
|
|
2,731
|
|
|
6.4
|
%
|
|
2,352
|
|
|
5.4
|
%
|
|
1,591
|
|
|
4.0
|
%
|
|
553
|
|
|
2.4
|
%
|
|
542
|
|
|
2.2
|
%
|
|||||
Home equity and consumer
|
|
2,520
|
|
|
7.8
|
%
|
|
3,435
|
|
|
8.8
|
%
|
|
3,375
|
|
|
11.3
|
%
|
|
6,333
|
|
|
12.7
|
%
|
|
2,737
|
|
|
13.7
|
%
|
|||||
Unallocated
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
2,423
|
|
|
|
|
3,030
|
|
|
|
||||||||||
|
|
$
|
35,455
|
|
|
100.0
|
%
|
|
$
|
31,245
|
|
|
100.0
|
%
|
|
$
|
30,874
|
|
|
100.0
|
%
|
|
$
|
30,684
|
|
|
100.0
|
%
|
|
$
|
29,821
|
|
|
100.0
|
%
|
|
|
December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
U.S. Treasury and U.S. government agencies
|
|
$
|
180,670
|
|
|
$
|
150,912
|
|
|
$
|
127,610
|
|
Mortgage-backed securities, residential
|
|
469,245
|
|
|
442,244
|
|
|
315,918
|
|
|||
Mortgage-backed securities, multifamily
|
|
12,034
|
|
|
12,246
|
|
|
12,279
|
|
|||
Obligations of states and political subdivisions
|
|
94,638
|
|
|
119,610
|
|
|
82,115
|
|
|||
Equity securities
|
|
18,089
|
|
|
21,882
|
|
|
18,645
|
|
|||
Debt securities
|
|
11,144
|
|
|
7,424
|
|
|
2,522
|
|
|||
|
|
$
|
785,820
|
|
|
$
|
754,318
|
|
|
$
|
559,089
|
|
Available for Sale
|
|
Within
One Year
|
|
Over One
but Within
Five Years
|
|
Over Five
but Within
Ten Years
|
|
After Ten
Years
|
|
Total
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
U.S. Treasury and U.S. government agencies
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
$
|
4,477
|
|
|
$
|
88,753
|
|
|
$
|
27,046
|
|
|
$
|
26,979
|
|
|
$
|
147,255
|
|
Yield
|
|
1.07
|
%
|
|
1.69
|
%
|
|
1.78
|
%
|
|
2.05
|
%
|
|
1.75
|
%
|
|||||
Mortgage-backed securities, residential
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
152
|
|
|
5,519
|
|
|
60,883
|
|
|
347,700
|
|
|
414,254
|
|
|||||
Yield
|
|
2.89
|
%
|
|
2.62
|
%
|
|
2.11
|
%
|
|
2.19
|
%
|
|
2.18
|
%
|
|||||
Mortgage-backed securities, multifamily
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
—
|
|
|
10,077
|
|
|
—
|
|
|
—
|
|
|
10,077
|
|
|||||
Yield
|
|
—
|
%
|
|
2.08
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.08
|
%
|
|||||
Obligations of states and political subdivisions
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
4,910
|
|
|
20,246
|
|
|
23,391
|
|
|
2,773
|
|
|
51,320
|
|
|||||
Yield
|
|
2.99
|
%
|
|
2.66
|
%
|
|
2.35
|
%
|
|
3.01
|
%
|
|
2.57
|
%
|
|||||
Debt securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
—
|
|
|
—
|
|
|
5,140
|
|
|
—
|
|
|
5,140
|
|
|||||
Yield
|
|
—
|
%
|
|
—
|
%
|
|
5.19
|
%
|
|
—
|
%
|
|
5.19
|
%
|
|||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
18,089
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,089
|
|
|||||
Yield
|
|
1.66
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.66
|
%
|
|||||
Total securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
$
|
27,628
|
|
|
$
|
124,595
|
|
|
$
|
116,460
|
|
|
$
|
377,452
|
|
|
$
|
646,135
|
|
Yield
|
|
1.81
|
%
|
|
1.92
|
%
|
|
2.22
|
%
|
|
2.18
|
%
|
|
2.12
|
%
|
Held to Maturity
|
|
Within
One Year
|
|
Over One
but Within
Five Years
|
|
Over Five
but Within
Ten Years
|
|
After Ten
Years
|
|
Total
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
U.S. Treasury and U.S. government agencies
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
$
|
5,001
|
|
|
$
|
21,387
|
|
|
$
|
7,027
|
|
|
$
|
—
|
|
|
$
|
33,415
|
|
Yield
|
|
1.98
|
%
|
|
2.02
|
%
|
|
1.76
|
%
|
|
—
|
%
|
|
1.96
|
%
|
|||||
Mortgage-backed securities, residential
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
—
|
|
|
—
|
|
|
211
|
|
|
54,780
|
|
|
54,991
|
|
|||||
Yield
|
|
—
|
%
|
|
—
|
%
|
|
5.05
|
%
|
|
2.65
|
%
|
|
2.66
|
%
|
|||||
Mortgage-backed securities, multifamily
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
—
|
|
|
1,119
|
|
|
—
|
|
|
838
|
|
|
1,957
|
|
|||||
Yield
|
|
—
|
%
|
|
1.09
|
%
|
|
—
|
%
|
|
2.37
|
%
|
|
1.63
|
%
|
|||||
Obligations of states and political subdivisions
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
10,380
|
|
|
17,599
|
|
|
11,541
|
|
|
3,798
|
|
|
43,318
|
|
|||||
Yield
|
|
1.84
|
%
|
|
2.48
|
%
|
|
2.88
|
%
|
|
3.13
|
%
|
|
2.49
|
%
|
|||||
Debt securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
1,004
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
6,004
|
|
|||||
Yield
|
|
5.75
|
%
|
|
—
|
%
|
|
4.48
|
%
|
|
—
|
%
|
|
4.69
|
%
|
|||||
Total securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount
|
|
$
|
16,385
|
|
|
$
|
40,105
|
|
|
$
|
23,779
|
|
|
$
|
59,416
|
|
|
$
|
139,685
|
|
Yield
|
|
2.12
|
%
|
|
2.20
|
%
|
|
2.91
|
%
|
|
2.67
|
%
|
|
2.51
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance
|
|
Average
Rate
|
|
Average
Balance
|
|
Average
Rate
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Noninterest-bearing demand deposits
|
|
$
|
959,298
|
|
|
—
|
%
|
|
$
|
852,629
|
|
|
—
|
%
|
|
$
|
695,630
|
|
|
—
|
%
|
Interest-bearing transaction accounts
|
|
2,241,259
|
|
|
0.45
|
%
|
|
1,880,391
|
|
|
0.33
|
%
|
|
1,511,954
|
|
|
0.24
|
%
|
|||
Savings
|
|
486,821
|
|
|
0.06
|
%
|
|
485,004
|
|
|
0.06
|
%
|
|
399,431
|
|
|
0.05
|
%
|
|||
Time deposits
|
|
623,257
|
|
|
0.98
|
%
|
|
506,487
|
|
|
0.80
|
%
|
|
303,682
|
|
|
0.62
|
%
|
|||
Total
|
|
$
|
4,310,635
|
|
|
0.38
|
%
|
|
$
|
3,724,511
|
|
|
0.28
|
%
|
|
$
|
2,910,697
|
|
|
0.20
|
%
|
Maturity
|
|
||
Within 3 months
|
$
|
40,279
|
|
Over 3 through 6 months
|
52,306
|
|
|
Over 6 through 12 months
|
63,293
|
|
|
Over 12 months
|
24,687
|
|
|
Total
|
$
|
180,565
|
|
|
|
•
|
Net income. Cash provided by operating activities was
$67.5 million
in
2017
compared to
$50.1 million
and
$40.8 million
in
2016
and
2015
, respectively.
|
•
|
Deposits. Lakeland can offer new products or change its rate structure in order to increase deposits. In
2017
, Lakeland generated
$275.9 million
in deposit growth, compared to $514.7 million in
2016
.
|
•
|
Sales of securities and overnight funds. At year-end
2017
, the Company had
$646.1 million
in securities designated “available for sale.” Of these securities,
$354.6 million
was pledged to secure public deposits and for other purposes required by applicable laws and regulations.
|
•
|
Repayments on loans and leases can also be a source of liquidity to fund further loan growth.
|
•
|
Overnight credit lines. As a member of the Federal Home Loan Bank of New York (“FHLB”), Lakeland has the ability to borrow overnight based on the market value of collateral pledged. Lakeland had no overnight borrowings from the FHLB on
December 31, 2017
. Lakeland also has overnight federal funds lines available for it to borrow up to $210.0 million. Lakeland had borrowings against these lines of
$80.0 million
at
December 31, 2017
. Lakeland also has the ability to utilize a line of credit from the FHLB to secure a portion of its public deposits. Lakeland may also borrow from the discount window of the Federal Reserve Bank of New York based on the market value of collateral pledged. Lakeland had no borrowings with the Federal Reserve Bank of New York as of
December 31, 2017
.
|
•
|
Other borrowings. Lakeland can also generate funds by utilizing long-term debt or securities sold under agreements to repurchase that would be collateralized by security or mortgage collateral. At times the market values of securities collateralizing our securities sold under agreements to repurchase may decline due to changes in interest rates and may necessitate our lenders to issue a “margin call” which requires the Company to pledge additional collateral to meet that margin call. For more information regarding the Company’s borrowings, see Note 8 to the Consolidated Financial Statements.
|
|
|
Payment Due Period
|
||||||||||||||||||
|
|
Total
|
|
Within
One Year
|
|
After
One but
Within Three
Years
|
|
After Three
but Within
Five Years
|
|
After
Five Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Minimum annual rentals or noncancellable operating leases
|
|
$
|
29,832
|
|
|
$
|
3,185
|
|
|
$
|
5,898
|
|
|
$
|
4,964
|
|
|
$
|
15,785
|
|
Benefit plan commitments
|
|
5,965
|
|
|
307
|
|
|
793
|
|
|
793
|
|
|
4,072
|
|
|||||
Remaining contractual maturities of time deposits
|
|
737,428
|
|
|
555,167
|
|
|
150,711
|
|
|
31,550
|
|
|
—
|
|
|||||
Subordinated debentures
|
|
104,902
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,902
|
|
|||||
Loan commitments and lines of credit
|
|
966,441
|
|
|
620,387
|
|
|
181,114
|
|
|
42,246
|
|
|
122,694
|
|
|||||
Other borrowings
|
|
192,011
|
|
|
70,896
|
|
|
91,144
|
|
|
29,971
|
|
|
—
|
|
|||||
Interest on other borrowings (1)
|
|
61,425
|
|
|
7,984
|
|
|
13,171
|
|
|
10,723
|
|
|
29,547
|
|
|||||
Standby letters of credit
|
|
14,832
|
|
|
12,853
|
|
|
1,868
|
|
|
31
|
|
|
80
|
|
|||||
Total
|
|
$
|
2,112,836
|
|
|
$
|
1,270,779
|
|
|
$
|
444,699
|
|
|
$
|
120,278
|
|
|
$
|
277,080
|
|
(1)
|
Includes interest on other borrowings and subordinated debentures at a weighted rate of 2.86%.
|
|
|
Changes in Interest Rates
|
||||
Rate Ramp
|
|
+200 bp
|
|
-200 bp
|
||
Asset/Liability policy limit
|
|
(5.0
|
)%
|
|
(5.0
|
)%
|
December 31, 2017
|
|
(1.1
|
)%
|
|
(3.6
|
)%
|
December 31, 2016
|
|
(0.5
|
)%
|
|
(2.4
|
)%
|
|
|
Changes in Interest Rates
|
||||||||||
Rate Shock
|
|
+300 bp
|
|
+200 bp
|
|
+100 bp
|
|
-100 bp
|
||||
Asset/Liability policy limit
|
|
(15.0
|
)%
|
|
(10.0
|
)%
|
|
(5.0
|
)%
|
|
(5.0
|
)%
|
December 31, 2017
|
|
0.3
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
(5.9
|
)%
|
December 31, 2016
|
|
1.9
|
%
|
|
1.4
|
%
|
|
0.9
|
%
|
|
(4.8
|
)%
|
|
|
Changes in Interest Rates
|
||||||||||
Rate Shock
|
|
+300 bp
|
|
+200 bp
|
|
+100 bp
|
|
-100 bp
|
||||
Asset/Liability policy limit
|
|
(25.0
|
)%
|
|
(20.0
|
)%
|
|
(10.0
|
)%
|
|
(10.0
|
)%
|
December 31, 2017
|
|
(5.0
|
)%
|
|
(3.3
|
)%
|
|
(1.4
|
)%
|
|
(0.4
|
)%
|
December 31, 2016
|
|
(7.5
|
)%
|
|
(4.9
|
)%
|
|
(2.2
|
)%
|
|
0.4
|
%
|
|
|
Tier 1 Capital
to Total Average
Assets Ratio
December 31,
|
|
Common EquityTier 1
to Risk-Weighted
Assets Ratio
December 31,
|
|
Tier 1 Capital
to Risk-Weighted
Assets Ratio
December 31,
|
|
Total Capital
to Risk-Weighted
Assets Ratio
December 31,
|
||||||||||||||||
Capital Ratios
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
The Company
|
|
9.12
|
%
|
|
9.07
|
%
|
|
10.18
|
%
|
|
10.11
|
%
|
|
10.87
|
%
|
|
10.85
|
%
|
|
13.40
|
%
|
|
13.48
|
%
|
Lakeland Bank
|
|
10.06
|
%
|
|
10.21
|
%
|
|
12.00
|
%
|
|
12.21
|
%
|
|
12.00
|
%
|
|
12.21
|
%
|
|
12.86
|
%
|
|
13.03
|
%
|
Required capital ratios including conservation buffer
|
|
4.00
|
%
|
|
4.00
|
%
|
|
5.75
|
%
|
|
5.125
|
%
|
|
7.25
|
%
|
|
6.625
|
%
|
|
9.25
|
%
|
|
8.625
|
%
|
“Well capitalized” institution under FDIC regulations
|
|
5.00
|
%
|
|
5.00
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
Calculation of Tangible Book Value Per Common Share
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Total common stockholders’ equity at end of period - GAAP
|
|
$
|
583,122
|
|
|
$
|
550,044
|
|
|
$
|
400,516
|
|
|
$
|
379,438
|
|
|
$
|
351,424
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
136,433
|
|
|
135,747
|
|
|
109,974
|
|
|
109,974
|
|
|
109,974
|
|
|||||
Other identifiable intangible assets, net
|
|
2,362
|
|
|
3,344
|
|
|
1,545
|
|
|
1,960
|
|
|
2,424
|
|
|||||
Total tangible common stockholders’ equity at end of period - Non-GAAP
|
|
$
|
444,327
|
|
|
$
|
410,953
|
|
|
$
|
288,997
|
|
|
$
|
267,504
|
|
|
$
|
239,026
|
|
Shares outstanding at end of period (1)
|
|
47,354
|
|
|
47,223
|
|
|
37,906
|
|
|
37,911
|
|
|
37,874
|
|
|||||
Book value per share - GAAP (1)
|
|
$
|
12.31
|
|
|
11.65
|
|
|
10.57
|
|
|
10.01
|
|
|
9.28
|
|
||||
Tangible book value per share - Non-GAAP (1)
|
|
$
|
9.38
|
|
|
8.70
|
|
|
7.62
|
|
|
7.06
|
|
|
6.31
|
|
(1)
|
Adjusted for 5% stock dividends in 2014.
|
Calculation of Tangible Common Equity to Tangible Assets
|
|
December 31,
|
||||||||||||||||||
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Total tangible common stockholders’ equity at end of period - Non-GAAP
|
|
$
|
444,327
|
|
|
$
|
410,953
|
|
|
$
|
288,997
|
|
|
$
|
267,504
|
|
|
$
|
239,026
|
|
Total assets at end of period - GAAP
|
|
$
|
5,405,639
|
|
|
$
|
5,093,131
|
|
|
$
|
3,869,550
|
|
|
$
|
3,538,325
|
|
|
$
|
3,317,791
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
136,433
|
|
|
135,747
|
|
|
109,974
|
|
|
109,974
|
|
|
109,974
|
|
|||||
Other identifiable intangible assets, net
|
|
2,362
|
|
|
3,344
|
|
|
1,545
|
|
|
1,960
|
|
|
2,424
|
|
|||||
Total tangible assets at end of period - Non-GAAP
|
|
$
|
5,266,844
|
|
|
$
|
4,954,040
|
|
|
$
|
3,758,031
|
|
|
$
|
3,426,391
|
|
|
$
|
3,205,393
|
|
Common equity to assets - GAAP
|
|
10.79
|
%
|
|
10.80
|
%
|
|
10.35
|
%
|
|
10.72
|
%
|
|
10.59
|
%
|
|||||
Tangible common equity to tangible assets - Non-GAAP
|
|
8.44
|
%
|
|
8.30
|
%
|
|
7.69
|
%
|
|
7.81
|
%
|
|
7.46
|
%
|
|||||
Calculation of Return on Average
Tangible Common Equity
|
|
For the Years Ended December 31,
|
||||||||||||||||||
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Net income - GAAP
|
|
$
|
52,580
|
|
|
$
|
41,518
|
|
|
$
|
32,481
|
|
|
$
|
31,129
|
|
|
$
|
24,969
|
|
Total average common stockholders’ equity - GAAP
|
|
$
|
568,680
|
|
|
$
|
474,540
|
|
|
$
|
392,221
|
|
|
$
|
367,210
|
|
|
$
|
320,923
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average goodwill
|
|
136,095
|
|
|
130,689
|
|
|
109,974
|
|
|
109,974
|
|
|
100,753
|
|
|||||
Average other identifiable intangible assets, net
|
|
2,847
|
|
|
3,225
|
|
|
1,759
|
|
|
2,200
|
|
|
1,513
|
|
|||||
Total average tangible common stockholders’ equity - Non-GAAP
|
|
$
|
429,738
|
|
|
$
|
340,626
|
|
|
$
|
280,488
|
|
|
$
|
255,036
|
|
|
$
|
218,657
|
|
Return on average common stockholders’ equity - GAAP
|
|
9.25
|
%
|
|
8.75
|
%
|
|
8.28
|
%
|
|
8.48
|
%
|
|
7.78
|
%
|
|||||
Return on average tangible common stockholders’ equity - Non-GAAP
|
|
12.24
|
%
|
|
12.19
|
%
|
|
11.58
|
%
|
|
12.21
|
%
|
|
11.42
|
%
|
|
|
For the Years Ended December 31,
|
||||||||||
Reconciliation of Earnings Per Share
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||
Net income - GAAP
|
|
$
|
52,580
|
|
|
$
|
41,518
|
|
|
$
|
32,481
|
|
Non-routine transactions, net of tax
|
|
|
|
|
|
|
||||||
Debt prepayment charges
|
|
—
|
|
|
—
|
|
|
1,424
|
|
|||
Gain on debt extinguishment
|
|
—
|
|
|
—
|
|
|
(1,082
|
)
|
|||
Associated gain on sale of investment securities
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|||
Excise tax on real estate investment trust ("REIT") dividend
|
|
1,945
|
|
|
—
|
|
|
—
|
|
|||
Adjustment to net deferred tax asset for Tax Cuts and Jobs act
|
|
(1,343
|
)
|
|
—
|
|
|
—
|
|
|||
Tax deductible merger related expenses
|
|
—
|
|
|
1,915
|
|
|
150
|
|
|||
Non-tax deductible merger related expenses
|
|
—
|
|
|
866
|
|
|
889
|
|
|||
Net effect of non-routine transactions
|
|
$
|
602
|
|
|
$
|
2,781
|
|
|
$
|
1,279
|
|
Net income available to common shareholders excluding non-routine transactions
|
|
53,182
|
|
|
44,299
|
|
|
33,760
|
|
|||
Less: earnings allocated to participating securities
|
|
(480
|
)
|
|
(396
|
)
|
|
(263
|
)
|
|||
Adjusted net income
|
|
$
|
52,702
|
|
|
$
|
43,903
|
|
|
$
|
33,497
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares - Basic
|
|
47,438
|
|
|
42,912
|
|
|
37,843
|
|
|||
Weighted average shares - Diluted
|
|
47,674
|
|
|
43,114
|
|
|
37,993
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share, GAAP
|
|
$
|
1.10
|
|
|
$
|
0.96
|
|
|
$
|
0.85
|
|
Diluted earnings per share, GAAP
|
|
$
|
1.09
|
|
|
$
|
0.95
|
|
|
$
|
0.85
|
|
Basic earnings per share, adjusted for non-routine transactions
|
|
$
|
1.11
|
|
|
$
|
1.02
|
|
|
$
|
0.89
|
|
Diluted earnings per share, adjusted for non-routine transactions
|
|
$
|
1.11
|
|
|
$
|
1.02
|
|
|
$
|
0.88
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31,
2017
|
|
June 30,
2017
|
|
September 30,
2017
|
|
December 31,
2017
|
||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||
Total interest income
|
|
$
|
44,796
|
|
|
$
|
47,212
|
|
|
$
|
48,735
|
|
|
$
|
49,461
|
|
Total interest expense
|
|
5,473
|
|
|
5,791
|
|
|
6,620
|
|
|
7,082
|
|
||||
Net interest income
|
|
39,323
|
|
|
41,421
|
|
|
42,115
|
|
|
42,379
|
|
||||
Provision for loan and lease losses
|
|
1,218
|
|
|
1,827
|
|
|
1,827
|
|
|
1,218
|
|
||||
Noninterest income (excluding investment securities gains)
|
|
5,555
|
|
|
6,126
|
|
|
5,454
|
|
|
5,776
|
|
||||
Gains on investment securities, net
|
|
2,539
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
||||
Long-term debt prepayment fee
|
|
2,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Core deposit intangible amortization
|
|
195
|
|
|
190
|
|
|
104
|
|
|
165
|
|
||||
Noninterest expense
|
|
25,447
|
|
|
25,176
|
|
|
24,745
|
|
|
25,684
|
|
||||
Income before taxes
|
|
17,729
|
|
|
20,339
|
|
|
20,893
|
|
|
21,088
|
|
||||
Income taxes
|
|
5,417
|
|
|
6,969
|
|
|
7,170
|
|
|
7,913
|
|
||||
Net income
|
|
$
|
12,312
|
|
|
$
|
13,370
|
|
|
$
|
13,723
|
|
|
$
|
13,175
|
|
Earnings per share of common stock
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.26
|
|
|
$
|
0.28
|
|
|
$
|
0.29
|
|
|
$
|
0.28
|
|
Diluted
|
|
$
|
0.26
|
|
|
$
|
0.28
|
|
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31,
2016
|
|
June 30,
2016
|
|
September 30,
2016
|
|
December 31,
2016
|
||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||
Total interest income
|
|
$
|
37,571
|
|
|
$
|
39,037
|
|
|
$
|
43,005
|
|
|
$
|
43,683
|
|
Total interest expense
|
|
3,721
|
|
|
3,935
|
|
|
4,487
|
|
|
5,504
|
|
||||
Net interest income
|
|
33,850
|
|
|
35,102
|
|
|
38,518
|
|
|
38,179
|
|
||||
Provision for loan and lease losses
|
|
1,075
|
|
|
1,010
|
|
|
1,763
|
|
|
375
|
|
||||
Noninterest income (excluding investment securities gains)
|
|
4,497
|
|
|
4,885
|
|
|
6,417
|
|
|
5,161
|
|
||||
Gains on investment securities, net
|
|
370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Merger related expenses
|
|
1,721
|
|
|
685
|
|
|
1,697
|
|
|
—
|
|
||||
Core deposit intangible amortization
|
|
167
|
|
|
164
|
|
|
201
|
|
|
202
|
|
||||
Noninterest expense
|
|
23,536
|
|
|
22,866
|
|
|
24,108
|
|
|
24,570
|
|
||||
Income before taxes
|
|
12,218
|
|
|
15,262
|
|
|
17,166
|
|
|
18,193
|
|
||||
Income taxes
|
|
4,110
|
|
|
5,132
|
|
|
5,839
|
|
|
6,240
|
|
||||
Net income
|
|
$
|
8,108
|
|
|
$
|
10,130
|
|
|
$
|
11,327
|
|
|
$
|
11,953
|
|
Earnings per share of common stock
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.20
|
|
|
$
|
0.24
|
|
|
$
|
0.25
|
|
|
$
|
0.26
|
|
Diluted
|
|
$
|
0.20
|
|
|
$
|
0.24
|
|
|
$
|
0.25
|
|
|
$
|
0.26
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(dollars in thousands)
|
||||||
ASSETS
|
|
|
|
|
||||
Cash
|
|
$
|
114,138
|
|
|
$
|
169,149
|
|
Interest-bearing deposits due from banks
|
|
28,795
|
|
|
6,652
|
|
||
Total cash and cash equivalents
|
|
142,933
|
|
|
175,801
|
|
||
Investment securities, available for sale, at fair value
|
|
646,135
|
|
|
606,704
|
|
||
Investment securities, held to maturity, at amortized cost with fair value of
$138,688 in 2017 and $146,990 in 2016 |
|
139,685
|
|
|
147,614
|
|
||
Federal Home Loan Bank and other membership stock, at cost
|
|
12,576
|
|
|
15,099
|
|
||
Loans and leases, net of deferred fees
|
|
4,152,720
|
|
|
3,870,598
|
|
||
Less: allowance for loan and lease losses
|
|
35,455
|
|
|
31,245
|
|
||
Net loans
|
|
4,117,265
|
|
|
3,839,353
|
|
||
Loans held for sale
|
|
456
|
|
|
1,742
|
|
||
Premises and equipment, net
|
|
50,313
|
|
|
52,236
|
|
||
Accrued interest receivable
|
|
14,416
|
|
|
12,557
|
|
||
Goodwill
|
|
136,433
|
|
|
135,747
|
|
||
Other identifiable intangible assets
|
|
2,362
|
|
|
3,344
|
|
||
Bank owned life insurance
|
|
107,489
|
|
|
72,384
|
|
||
Other assets
|
|
35,576
|
|
|
30,550
|
|
||
TOTAL ASSETS
|
|
$
|
5,405,639
|
|
|
$
|
5,093,131
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
LIABILITIES:
|
|
|
|
|
||||
Deposits:
|
|
|
|
|
||||
Noninterest-bearing
|
|
$
|
967,335
|
|
|
$
|
927,270
|
|
Savings and interest-bearing transaction accounts
|
|
2,663,985
|
|
|
2,620,657
|
|
||
Time deposits through $250 thousand
|
|
556,863
|
|
|
404,680
|
|
||
Time deposits over $250 thousand
|
|
180,565
|
|
|
140,228
|
|
||
Total deposits
|
|
4,368,748
|
|
|
4,092,835
|
|
||
Federal funds purchased and securities sold under agreements to repurchase
|
|
124,936
|
|
|
56,354
|
|
||
Other borrowings
|
|
192,011
|
|
|
260,866
|
|
||
Subordinated debentures
|
|
104,902
|
|
|
104,784
|
|
||
Other liabilities
|
|
31,920
|
|
|
28,248
|
|
||
TOTAL LIABILITIES
|
|
4,822,517
|
|
|
4,543,087
|
|
||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
||||
Common stock, no par value; authorized 70,000,000 shares; issued shares, 47,353,864 at December 31, 2017 and 47,222,914 at December 31, 2016
|
|
512,734
|
|
|
510,861
|
|
||
Retained earnings
|
|
72,737
|
|
|
38,590
|
|
||
Accumulated other comprehensive (loss) income
|
|
(2,349
|
)
|
|
593
|
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
|
583,122
|
|
|
550,044
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
5,405,639
|
|
|
$
|
5,093,131
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands, except per share data)
|
||||||||||
INTEREST INCOME
|
|
|
|
|
|
|
||||||
Loans, leases and fees
|
|
$
|
172,342
|
|
|
$
|
149,777
|
|
|
$
|
115,295
|
|
Federal funds sold and interest-bearing deposits with banks
|
|
880
|
|
|
569
|
|
|
62
|
|
|||
Taxable investment securities and other
|
|
14,987
|
|
|
11,163
|
|
|
10,563
|
|
|||
Tax-exempt investment securities
|
|
1,995
|
|
|
1,787
|
|
|
1,594
|
|
|||
TOTAL INTEREST INCOME
|
|
190,204
|
|
|
163,296
|
|
|
127,514
|
|
|||
INTEREST EXPENSE
|
|
|
|
|
|
|
||||||
Deposits
|
|
16,600
|
|
|
10,512
|
|
|
5,755
|
|
|||
Federal funds purchased and securities sold under agreements to repurchase
|
|
198
|
|
|
69
|
|
|
110
|
|
|||
Other borrowings
|
|
8,168
|
|
|
7,066
|
|
|
5,009
|
|
|||
TOTAL INTEREST EXPENSE
|
|
24,966
|
|
|
17,647
|
|
|
10,874
|
|
|||
NET INTEREST INCOME
|
|
165,238
|
|
|
145,649
|
|
|
116,640
|
|
|||
Provision for loan and lease losses
|
|
6,090
|
|
|
4,223
|
|
|
1,942
|
|
|||
NET INTEREST INCOME AFTER PROVISION FOR LOAN AND LEASE LOSSES
|
|
159,148
|
|
|
141,426
|
|
|
114,698
|
|
|||
NONINTEREST INCOME
|
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
|
10,740
|
|
|
10,157
|
|
|
10,024
|
|
|||
Commissions and fees
|
|
4,858
|
|
|
4,349
|
|
|
4,568
|
|
|||
Income on bank owned life insurance
|
|
2,354
|
|
|
2,562
|
|
|
2,017
|
|
|||
Gain on debt extinguishment
|
|
—
|
|
|
—
|
|
|
1,830
|
|
|||
Gains on sales of loans
|
|
1,836
|
|
|
2,123
|
|
|
1,681
|
|
|||
Gain on sales and calls of investment securities, net
|
|
2,524
|
|
|
370
|
|
|
241
|
|
|||
Other income
|
|
3,123
|
|
|
1,769
|
|
|
800
|
|
|||
TOTAL NONINTEREST INCOME
|
|
25,435
|
|
|
21,330
|
|
|
21,161
|
|
|||
NONINTEREST EXPENSE
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
61,166
|
|
|
56,107
|
|
|
48,640
|
|
|||
Net occupancy expense
|
|
10,243
|
|
|
9,935
|
|
|
8,956
|
|
|||
Furniture and equipment
|
|
8,269
|
|
|
8,017
|
|
|
6,930
|
|
|||
FDIC insurance expense
|
|
1,577
|
|
|
2,248
|
|
|
2,086
|
|
|||
Stationery, supplies and postage
|
|
1,797
|
|
|
1,727
|
|
|
1,529
|
|
|||
Marketing expense
|
|
1,675
|
|
|
1,672
|
|
|
1,586
|
|
|||
Data processing expense
|
|
1,993
|
|
|
1,891
|
|
|
1,524
|
|
|||
Telecommunications expense
|
|
1,607
|
|
|
1,631
|
|
|
1,448
|
|
|||
ATM and debit card expense
|
|
2,051
|
|
|
1,582
|
|
|
1,398
|
|
|||
Core deposit intangible amortization
|
|
654
|
|
|
734
|
|
|
415
|
|
|||
Other real estate and repossessed asset expense
|
|
181
|
|
|
116
|
|
|
181
|
|
|||
Long-term debt prepayment fee
|
|
2,828
|
|
|
—
|
|
|
2,407
|
|
|||
Merger related expenses
|
|
—
|
|
|
4,103
|
|
|
1,152
|
|
|||
Other expenses
|
|
10,493
|
|
|
10,154
|
|
|
8,959
|
|
|||
TOTAL NONINTEREST EXPENSE
|
|
104,534
|
|
|
99,917
|
|
|
87,211
|
|
|||
Income before provision for income taxes
|
|
80,049
|
|
|
62,839
|
|
|
48,648
|
|
|||
Provision for income taxes
|
|
27,469
|
|
|
21,321
|
|
|
16,167
|
|
|||
NET INCOME
|
|
$
|
52,580
|
|
|
$
|
41,518
|
|
|
$
|
32,481
|
|
PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
||||||
Basic earnings
|
|
$
|
1.10
|
|
|
$
|
0.96
|
|
|
$
|
0.85
|
|
Diluted earnings
|
|
$
|
1.09
|
|
|
$
|
0.95
|
|
|
$
|
0.85
|
|
Cash dividends
|
|
$
|
0.40
|
|
|
$
|
0.37
|
|
|
$
|
0.33
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
NET INCOME
|
|
$
|
52,580
|
|
|
$
|
41,518
|
|
|
$
|
32,481
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
|
|
|
|
|
|
|
||||||
Unrealized losses on securities available for sale
|
|
(903
|
)
|
|
(1,038
|
)
|
|
(220
|
)
|
|||
Reclassification for securities gains included in net income
|
|
(1,640
|
)
|
|
(233
|
)
|
|
(157
|
)
|
|||
Unrealized gains on derivatives
|
|
37
|
|
|
672
|
|
|
—
|
|
|||
Change in pension liability, net
|
|
(16
|
)
|
|
42
|
|
|
4
|
|
|||
Other comprehensive loss
|
|
(2,522
|
)
|
|
(557
|
)
|
|
(373
|
)
|
|||
TOTAL COMPREHENSIVE INCOME
|
|
$
|
50,058
|
|
|
$
|
40,961
|
|
|
$
|
32,108
|
|
|
|
Common Stock
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
At December 31, 2014
|
|
$
|
384,731
|
|
|
$
|
(6,816
|
)
|
|
$
|
1,523
|
|
|
$
|
379,438
|
|
Net income
|
|
—
|
|
|
32,481
|
|
|
—
|
|
|
32,481
|
|
||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
(373
|
)
|
|
(373
|
)
|
||||
Stock based compensation
|
|
1,605
|
|
|
—
|
|
|
—
|
|
|
1,605
|
|
||||
Issuance of stock
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||
Retirement of restricted stock
|
|
(254
|
)
|
|
—
|
|
|
—
|
|
|
(254
|
)
|
||||
Exercise of stock options, net of excess tax benefits
|
|
183
|
|
|
—
|
|
|
—
|
|
|
183
|
|
||||
Cash dividends, common stock
|
|
—
|
|
|
(12,586
|
)
|
|
—
|
|
|
(12,586
|
)
|
||||
At December 31, 2015
|
|
$
|
386,287
|
|
|
$
|
13,079
|
|
|
$
|
1,150
|
|
|
$
|
400,516
|
|
Net income
|
|
—
|
|
|
41,518
|
|
|
—
|
|
|
41,518
|
|
||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
(557
|
)
|
|
(557
|
)
|
||||
Stock based compensation
|
|
1,899
|
|
|
—
|
|
|
—
|
|
|
1,899
|
|
||||
Issuance of stock for Pascack acquisition
|
|
37,221
|
|
|
—
|
|
|
—
|
|
|
37,221
|
|
||||
Issuance of stock for Harmony acquisition
|
|
36,654
|
|
|
—
|
|
|
—
|
|
|
36,654
|
|
||||
Issuance of stock
|
|
48,678
|
|
|
—
|
|
|
—
|
|
|
48,678
|
|
||||
Retirement of restricted stock
|
|
(206
|
)
|
|
—
|
|
|
—
|
|
|
(206
|
)
|
||||
Exercise of stock options, net of excess tax benefits
|
|
328
|
|
|
—
|
|
|
—
|
|
|
328
|
|
||||
Cash dividends, common stock
|
|
—
|
|
|
(16,007
|
)
|
|
—
|
|
|
(16,007
|
)
|
||||
At December 31, 2016
|
|
$
|
510,861
|
|
|
$
|
38,590
|
|
|
$
|
593
|
|
|
$
|
550,044
|
|
Net income
|
|
—
|
|
|
52,580
|
|
|
—
|
|
|
52,580
|
|
||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
(2,522
|
)
|
|
(2,522
|
)
|
||||
Adjustment related to implementation of ASU 2018-02
|
|
—
|
|
|
420
|
|
|
(420
|
)
|
|
—
|
|
||||
Stock based compensation
|
|
2,325
|
|
|
—
|
|
|
—
|
|
|
2,325
|
|
||||
Retirement of restricted stock
|
|
(773
|
)
|
|
—
|
|
|
—
|
|
|
(773
|
)
|
||||
Exercise of stock options
|
|
321
|
|
|
—
|
|
|
—
|
|
|
321
|
|
||||
Cash dividends, common stock
|
|
—
|
|
|
(18,853
|
)
|
|
—
|
|
|
(18,853
|
)
|
||||
At December 31, 2017
|
|
$
|
512,734
|
|
|
$
|
72,737
|
|
|
$
|
(2,349
|
)
|
|
$
|
583,122
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
52,580
|
|
|
$
|
41,518
|
|
|
$
|
32,481
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Net amortization of premiums, discounts and deferred loan fees and costs
|
|
5,153
|
|
|
4,581
|
|
|
4,151
|
|
|||
Depreciation and amortization
|
|
4,536
|
|
|
3,961
|
|
|
3,410
|
|
|||
Amortization of intangible assets
|
|
654
|
|
|
734
|
|
|
415
|
|
|||
Provision for loan and lease losses
|
|
6,090
|
|
|
4,223
|
|
|
1,942
|
|
|||
Stock based compensation
|
|
2,325
|
|
|
1,899
|
|
|
1,605
|
|
|||
Loans originated for sale
|
|
(60,783
|
)
|
|
(85,365
|
)
|
|
(71,833
|
)
|
|||
Proceeds from sales of loans held for sale
|
|
63,905
|
|
|
86,859
|
|
|
72,873
|
|
|||
Gains on sales of securities
|
|
(2,524
|
)
|
|
(370
|
)
|
|
(241
|
)
|
|||
Gains on sales of loans held for sale
|
|
(1,836
|
)
|
|
(2,003
|
)
|
|
(1,681
|
)
|
|||
Gains on proceeds from bank owned life insurance policies
|
|
(109
|
)
|
|
(864
|
)
|
|
(435
|
)
|
|||
Gains on debt redemption and extinguishment
|
|
—
|
|
|
—
|
|
|
(1,830
|
)
|
|||
Gains on other real estate and other repossessed assets
|
|
(646
|
)
|
|
(248
|
)
|
|
(102
|
)
|
|||
Loss (gain) on sale of premises and equipment
|
|
(838
|
)
|
|
117
|
|
|
(6
|
)
|
|||
Long-term debt prepayment penalty
|
|
2,828
|
|
|
—
|
|
|
2,407
|
|
|||
Deferred tax expense (benefit)
|
|
16,904
|
|
|
(987
|
)
|
|
(824
|
)
|
|||
Excess tax benefits
|
|
587
|
|
|
—
|
|
|
—
|
|
|||
Increase in other assets
|
|
(25,065
|
)
|
|
(5,600
|
)
|
|
(5,257
|
)
|
|||
Increase in other liabilities
|
|
3,705
|
|
|
1,618
|
|
|
3,691
|
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
67,466
|
|
|
50,073
|
|
|
40,766
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net cash acquired in acquisitions
|
|
—
|
|
|
68,751
|
|
|
—
|
|
|||
Proceeds from repayments and maturities of available for sale securities
|
|
91,314
|
|
|
79,425
|
|
|
71,368
|
|
|||
Proceeds from repayments and maturities of held to maturity securities
|
|
43,218
|
|
|
28,421
|
|
|
24,453
|
|
|||
Proceeds from sales of available for sale securities
|
|
4,500
|
|
|
15,654
|
|
|
33,613
|
|
|||
Purchase of available for sale securities
|
|
(140,565
|
)
|
|
(245,699
|
)
|
|
(92,904
|
)
|
|||
Purchase of held to maturity securities
|
|
(35,841
|
)
|
|
(59,715
|
)
|
|
(33,811
|
)
|
|||
Proceeds from redemptions of Federal Home Loan Bank stock
|
|
13,497
|
|
|
3,054
|
|
|
456
|
|
|||
Purchases of Federal Home Loan Bank stock
|
|
(10,974
|
)
|
|
(323
|
)
|
|
(4,697
|
)
|
|||
Purchase of bank owned life insurance
|
|
(33,000
|
)
|
|
—
|
|
|
(7,000
|
)
|
|||
Death benefit proceeds from bank owned life insurance policy
|
|
312
|
|
|
2,129
|
|
|
1,186
|
|
|||
Net increase in loans and leases
|
|
(289,914
|
)
|
|
(334,040
|
)
|
|
(315,067
|
)
|
|||
Proceeds from dispositions and sales of bank premises and equipment
|
|
1,638
|
|
|
21
|
|
|
696
|
|
|||
Purchases of premises and equipment
|
|
(3,972
|
)
|
|
(3,977
|
)
|
|
(4,838
|
)
|
|||
Proceeds from sales of other real estate and other repossessed assets
|
|
4,638
|
|
|
3,545
|
|
|
1,608
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(355,149
|
)
|
|
(442,754
|
)
|
|
(324,937
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net increase in deposits
|
|
276,537
|
|
|
515,437
|
|
|
204,854
|
|
|||
Increase (decrease) in federal funds purchased and securities sold under agreements to repurchase
|
|
68,582
|
|
|
(94,880
|
)
|
|
42,299
|
|
|||
Proceeds from other borrowings
|
|
306,184
|
|
|
14,921
|
|
|
117,000
|
|
|||
Repayments of other borrowings
|
|
(377,183
|
)
|
|
(91,798
|
)
|
|
(50,000
|
)
|
|||
Redemption of subordinated debentures, net
|
|
—
|
|
|
—
|
|
|
(8,170
|
)
|
|||
Net proceeds from issuance of subordinated debt
|
|
—
|
|
|
73,516
|
|
|
—
|
|
|||
Exercise of stock options
|
|
321
|
|
|
285
|
|
|
124
|
|
|||
Net proceeds from issuance of common stock
|
|
—
|
|
|
48,678
|
|
|
22
|
|
|||
Retirement of restricted stock
|
|
(773
|
)
|
|
(206
|
)
|
|
(254
|
)
|
|||
Excess tax benefits
|
|
—
|
|
|
43
|
|
|
59
|
|
|||
Dividends paid
|
|
(18,853
|
)
|
|
(16,007
|
)
|
|
(12,586
|
)
|
|||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
254,815
|
|
|
449,989
|
|
|
293,348
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(32,868
|
)
|
|
57,308
|
|
|
9,177
|
|
|||
Cash and cash equivalents, beginning of year
|
|
175,801
|
|
|
118,493
|
|
|
109,316
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
|
$
|
142,933
|
|
|
$
|
175,801
|
|
|
$
|
118,493
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Cash paid during the period for income taxes
|
|
$
|
27,423
|
|
|
$
|
21,744
|
|
|
$
|
16,737
|
|
Cash paid during the period for interest
|
|
24,571
|
|
|
16,435
|
|
|
10,770
|
|
|||
Transfer of loans and leases into other repossessed assets and other real estate owned
|
|
3,763
|
|
|
3,386
|
|
|
1,462
|
|
|||
Acquisitions of Pascack and Harmony:
|
|
|
|
|
|
|
||||||
Non-cash assets acquired:
|
|
|
|
|
|
|
||||||
Federal Home Loan Bank stock
|
|
—
|
|
|
3,742
|
|
|
—
|
|
|||
Investment securities held for maturity
|
|
—
|
|
|
10,810
|
|
|
—
|
|
|||
Investment securities available for sale
|
|
—
|
|
|
7,474
|
|
|
—
|
|
|||
Loans, including loans held for sale
|
|
—
|
|
|
579,560
|
|
|
—
|
|
|||
Goodwill and other intangible assets, net
|
|
—
|
|
|
29,060
|
|
|
—
|
|
|||
Other assets
|
|
—
|
|
|
32,381
|
|
|
—
|
|
|||
Total non-cash assets acquired
|
|
—
|
|
|
663,027
|
|
|
—
|
|
|||
Liabilities assumed:
|
|
|
|
|
|
|
||||||
Deposits
|
|
—
|
|
|
(582,526
|
)
|
|
—
|
|
|||
Other borrowings
|
|
—
|
|
|
(66,622
|
)
|
|
—
|
|
|||
Other liabilities
|
|
—
|
|
|
(8,755
|
)
|
|
—
|
|
|||
Total liabilities assumed
|
|
—
|
|
|
(657,903
|
)
|
|
—
|
|
|||
Common stock issued for acquisitions
|
|
—
|
|
|
73,875
|
|
|
—
|
|
|
(in thousands)
|
||
Cash and cash equivalents
|
$
|
27,809
|
|
Securities available for sale
|
7,474
|
|
|
Securities held to maturity
|
6,885
|
|
|
Federal Home Loan Bank stock
|
780
|
|
|
Loans
|
259,985
|
|
|
Premises and equipment
|
3,125
|
|
|
Goodwill
|
11,147
|
|
|
Identifiable intangible assets
|
1,088
|
|
|
Accrued interest receivable and other assets
|
8,146
|
|
|
Total assets acquired
|
326,439
|
|
|
Deposits
|
(278,060
|
)
|
|
Other borrowings
|
(9,314
|
)
|
|
Other liabilities
|
(2,411
|
)
|
|
Total liabilities assumed
|
(289,785
|
)
|
|
Net assets acquired
|
$
|
36,654
|
|
|
Acquired
Credit
Impaired
Loans
|
||
|
(in thousands)
|
||
Contractually required principal and interest at acquisition
|
$
|
1,264
|
|
Contractual cash flows not expected to be collected (non-accretable difference)
|
(398
|
)
|
|
Expected cash flows at acquisition
|
866
|
|
|
Interest component of expected cash flows (accretable difference)
|
(97
|
)
|
|
Fair value of acquired loans
|
$
|
769
|
|
|
(in thousands)
|
||
Cash and cash equivalents
|
$
|
40,942
|
|
Securities held to maturity
|
3,925
|
|
|
Federal Home Loan Bank stock
|
2,962
|
|
|
Loans
|
319,575
|
|
|
Premises and equipment
|
14,438
|
|
|
Goodwill
|
15,311
|
|
|
Identifiable intangible assets
|
1,514
|
|
|
Accrued interest receivable and other assets
|
6,672
|
|
|
Total assets acquired
|
405,339
|
|
|
Deposits
|
(304,466
|
)
|
|
Other borrowings
|
(57,308
|
)
|
|
Other liabilities
|
(6,344
|
)
|
|
Total liabilities assumed
|
(368,118
|
)
|
|
Net assets acquired
|
$
|
37,221
|
|
|
Acquired
Credit
Impaired
Loans
|
||
|
(in thousands)
|
||
Contractually required principal and interest at acquisition
|
$
|
4,932
|
|
Contractual cash flows not expected to be collected (non-accretable difference)
|
4,030
|
|
|
Expected cash flows at acquisition
|
902
|
|
|
Interest component of expected cash flows (accretable difference)
|
85
|
|
|
Fair value of acquired loans
|
$
|
817
|
|
Year Ended December 31, 2017
|
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
|
|
(in thousands, except per share amounts)
|
|||||||||
Basic earnings per share
|
|
|
|
|
|
|
|||||
Net income available to common shareholders
|
|
$
|
52,580
|
|
|
47,438
|
|
|
$
|
1.11
|
|
Less: earnings allocated to participating securities
|
|
(480
|
)
|
|
—
|
|
|
(0.01
|
)
|
||
Net income available to common shareholders
|
|
$
|
52,100
|
|
|
47,438
|
|
|
$
|
1.10
|
|
Effect of dilutive securities
|
|
|
|
|
|
|
|||||
Stock options and restricted stock
|
|
—
|
|
|
236
|
|
|
(0.01
|
)
|
||
Diluted earnings per share
|
|
|
|
|
|
|
|||||
Net income available to common shareholders plus assumed conversions
|
|
$
|
52,100
|
|
|
47,674
|
|
|
$
|
1.09
|
|
Year Ended December 31, 2016
|
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
|
|
(in thousands, except per share amounts)
|
|||||||||
Basic earnings per share
|
|
|
|
|
|
|
|||||
Net income available to common shareholders
|
|
$
|
41,518
|
|
|
42,912
|
|
|
$
|
0.97
|
|
Less: earnings allocated to participating securities
|
|
(396
|
)
|
|
—
|
|
|
(0.01
|
)
|
||
Net income available to common shareholders
|
|
$
|
41,122
|
|
|
42,912
|
|
|
$
|
0.96
|
|
Effect of dilutive securities
|
|
|
|
|
|
|
|||||
Stock options and restricted stock
|
|
—
|
|
|
202
|
|
|
(0.01
|
)
|
||
Diluted earnings per share
|
|
|
|
|
|
|
|||||
Net income available to common shareholders plus assumed conversions
|
|
$
|
41,122
|
|
|
43,114
|
|
|
$
|
0.95
|
|
Year Ended December 31, 2015
|
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||
Basic earnings per share
|
|
|
|
|
|
|
||||||
Net income available to common shareholders
|
|
$
|
32,481
|
|
|
37,844
|
|
|
$
|
0.86
|
|
|
Less: earnings allocated to participating securities
|
|
(263
|
)
|
|
—
|
|
|
(0.01
|
)
|
|||
Net income available to common shareholders
|
|
$
|
32,218
|
|
|
37,844
|
|
|
$
|
0.85
|
|
|
Effect of dilutive securities
|
|
|
|
|
|
|
||||||
Stock options and restricted stock
|
|
—
|
|
|
149
|
|
|
—
|
|
|||
Diluted earnings per share
|
|
|
|
|
|
|
||||||
Net income available to common shareholders plus assumed conversions
|
|
$
|
32,218
|
|
|
$
|
37,993
|
|
|
$
|
0.85
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury and U.S. government agencies
|
|
$
|
148,968
|
|
|
$
|
78
|
|
|
$
|
(1,791
|
)
|
|
$
|
147,255
|
|
|
$
|
118,537
|
|
|
$
|
102
|
|
|
$
|
(1,280
|
)
|
|
$
|
117,359
|
|
Mortgage-backed securities, residential
|
|
419,538
|
|
|
479
|
|
|
(5,763
|
)
|
|
414,254
|
|
|
406,851
|
|
|
1,174
|
|
|
(4,487
|
)
|
|
403,538
|
|
||||||||
Mortgage-backed securities, multifamily
|
|
10,133
|
|
|
7
|
|
|
(63
|
)
|
|
10,077
|
|
|
10,192
|
|
|
30
|
|
|
(35
|
)
|
|
10,187
|
|
||||||||
Obligations of states and political subdivisions
|
|
51,289
|
|
|
448
|
|
|
(417
|
)
|
|
51,320
|
|
|
48,868
|
|
|
391
|
|
|
(933
|
)
|
|
48,326
|
|
||||||||
Debt securities
|
|
5,000
|
|
|
140
|
|
|
—
|
|
|
5,140
|
|
|
5,350
|
|
|
63
|
|
|
(1
|
)
|
|
5,412
|
|
||||||||
Equity securities
|
|
15,545
|
|
|
3,000
|
|
|
(456
|
)
|
|
18,089
|
|
|
17,314
|
|
|
5,000
|
|
|
(432
|
)
|
|
21,882
|
|
||||||||
|
|
$
|
650,473
|
|
|
$
|
4,152
|
|
|
$
|
(8,490
|
)
|
|
$
|
646,135
|
|
|
$
|
607,112
|
|
|
$
|
6,760
|
|
|
$
|
(7,168
|
)
|
|
$
|
606,704
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
HELD TO MATURITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. government agencies
|
|
$
|
33,415
|
|
|
$
|
24
|
|
|
$
|
(402
|
)
|
|
$
|
33,037
|
|
|
$
|
33,553
|
|
|
$
|
144
|
|
|
$
|
(430
|
)
|
|
$
|
33,267
|
|
Mortgage-backed securities, residential
|
|
54,991
|
|
|
249
|
|
|
(978
|
)
|
|
54,262
|
|
|
38,706
|
|
|
369
|
|
|
(598
|
)
|
|
38,477
|
|
||||||||
Mortgage-backed securities, multifamily
|
|
1,957
|
|
|
—
|
|
|
(22
|
)
|
|
1,935
|
|
|
2,059
|
|
|
—
|
|
|
(44
|
)
|
|
2,015
|
|
||||||||
Obligations of states and political subdivisions
|
|
43,318
|
|
|
306
|
|
|
(188
|
)
|
|
43,436
|
|
|
71,284
|
|
|
269
|
|
|
(385
|
)
|
|
71,168
|
|
||||||||
Debt securities
|
|
6,004
|
|
|
14
|
|
|
—
|
|
|
6,018
|
|
|
2,012
|
|
|
51
|
|
|
—
|
|
|
2,063
|
|
||||||||
|
|
$
|
139,685
|
|
|
$
|
593
|
|
|
$
|
(1,590
|
)
|
|
$
|
138,688
|
|
|
$
|
147,614
|
|
|
$
|
833
|
|
|
$
|
(1,457
|
)
|
|
$
|
146,990
|
|
|
|
Available for Sale
|
|
Held to Maturity
|
||||||||||||
|
|
Amortized
|
|
Fair
|
|
Amortized
|
|
Fair
|
||||||||
December 31, 2017
|
|
Cost
|
|
Value
|
|
Cost
|
|
Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Due in one year or less
|
|
$
|
9,387
|
|
|
$
|
9,387
|
|
|
$
|
16,385
|
|
|
$
|
16,401
|
|
Due after one year through five years
|
|
109,655
|
|
|
108,999
|
|
|
38,986
|
|
|
38,903
|
|
||||
Due after five years through ten years
|
|
56,380
|
|
|
55,577
|
|
|
23,568
|
|
|
23,392
|
|
||||
Due after ten years
|
|
29,835
|
|
|
29,752
|
|
|
3,798
|
|
|
3,795
|
|
||||
|
|
205,257
|
|
|
203,715
|
|
|
82,737
|
|
|
82,491
|
|
||||
Mortgage-backed securities
|
|
429,671
|
|
|
424,331
|
|
|
56,948
|
|
|
56,197
|
|
||||
Equity securities
|
|
15,545
|
|
|
18,089
|
|
|
—
|
|
|
—
|
|
||||
Total securities
|
|
$
|
650,473
|
|
|
$
|
646,135
|
|
|
$
|
139,685
|
|
|
$
|
138,688
|
|
December 31, 2017
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|||||||||||||||||||||
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Number of
Securities
|
|
Fair Value
|
|
Unrealized
Losses
|
|||||||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. Treasury and U.S. government agencies
|
|
$
|
80,391
|
|
|
$
|
646
|
|
|
$
|
54,769
|
|
|
$
|
1,145
|
|
|
27
|
|
|
$
|
135,160
|
|
|
$
|
1,791
|
|
Mortgage-backed securities, residential
|
|
199,387
|
|
|
1,723
|
|
|
157,739
|
|
|
4,040
|
|
|
118
|
|
|
357,126
|
|
|
5,763
|
|
||||||
Mortgage-backed securities, multifamily
|
|
—
|
|
|
—
|
|
|
5,088
|
|
|
63
|
|
|
1
|
|
|
5,088
|
|
|
63
|
|
||||||
Obligations of states and political subdivisions
|
|
9,612
|
|
|
77
|
|
|
12,970
|
|
|
340
|
|
|
39
|
|
|
22,582
|
|
|
417
|
|
||||||
Equity securities
|
|
—
|
|
|
—
|
|
|
9,657
|
|
|
456
|
|
|
2
|
|
|
9,657
|
|
|
456
|
|
||||||
|
|
$
|
289,390
|
|
|
$
|
2,446
|
|
|
$
|
240,223
|
|
|
$
|
6,044
|
|
|
187
|
|
|
$
|
529,613
|
|
|
$
|
8,490
|
|
HELD TO MATURITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. government agencies
|
|
$
|
15,371
|
|
|
$
|
95
|
|
|
$
|
6,720
|
|
|
$
|
307
|
|
|
4
|
|
|
$
|
22,091
|
|
|
$
|
402
|
|
Mortgage-backed securities, residential
|
|
26,090
|
|
|
426
|
|
|
19,203
|
|
|
552
|
|
|
25
|
|
|
45,293
|
|
|
978
|
|
||||||
Mortgage-backed securities, multifamily
|
|
1,935
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1,935
|
|
|
22
|
|
||||||
Obligations of states and political subdivisions
|
|
15,353
|
|
|
56
|
|
|
6,028
|
|
|
132
|
|
|
23
|
|
|
21,381
|
|
|
188
|
|
||||||
|
|
$
|
58,749
|
|
|
$
|
599
|
|
|
$
|
31,951
|
|
|
$
|
991
|
|
|
54
|
|
|
$
|
90,700
|
|
|
$
|
1,590
|
|
December 31, 2016
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|||||||||||||||||||||
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Number of
securities
|
|
Fair Value
|
|
Unrealized
Losses
|
|||||||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. Treasury and U.S. government agencies
|
|
$
|
94,153
|
|
|
$
|
1,280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
18
|
|
|
$
|
94,153
|
|
|
$
|
1,280
|
|
Mortgage-backed securities, residential
|
|
292,873
|
|
|
4,078
|
|
|
15,453
|
|
|
409
|
|
|
91
|
|
|
308,326
|
|
|
4,487
|
|
||||||
Mortgage-backed securities, multifamily
|
|
5,178
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
5,178
|
|
|
35
|
|
||||||
Obligations of states and political subdivisions
|
|
29,904
|
|
|
933
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
29,904
|
|
|
933
|
|
||||||
Debt securities
|
|
350
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
350
|
|
|
1
|
|
||||||
Equity securities
|
|
6,030
|
|
|
94
|
|
|
4,720
|
|
|
338
|
|
|
2
|
|
|
10,750
|
|
|
432
|
|
||||||
|
|
$
|
428,488
|
|
|
$
|
6,421
|
|
|
$
|
20,173
|
|
|
$
|
747
|
|
|
167
|
|
|
$
|
448,661
|
|
|
$
|
7,168
|
|
HELD TO MATURITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. government agencies
|
|
$
|
17,147
|
|
|
$
|
430
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
3
|
|
|
$
|
17,147
|
|
|
$
|
430
|
|
Mortgage-backed securities, residential
|
|
27,909
|
|
|
535
|
|
|
1,061
|
|
|
63
|
|
|
15
|
|
|
28,970
|
|
|
598
|
|
||||||
Mortgage-backed securities, multifamily
|
|
2,015
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2,015
|
|
|
44
|
|
||||||
Obligations of states and political subdivisions
|
|
50,302
|
|
|
384
|
|
|
401
|
|
|
1
|
|
|
43
|
|
|
50,703
|
|
|
385
|
|
||||||
|
|
$
|
97,373
|
|
|
$
|
1,393
|
|
|
$
|
1,462
|
|
|
$
|
64
|
|
|
63
|
|
|
$
|
98,835
|
|
|
$
|
1,457
|
|
•
|
The Company’s ability and intent to hold the securities, including an evaluation of the need to sell the security to meet certain liquidity measures, or whether the Company has sufficient levels of cash to hold the identified security in order to recover the entire amortized cost of the security;
|
•
|
The financial condition of the underlying issuer;
|
•
|
The credit ratings of the underlying issuer and if any changes in the credit rating have occurred;
|
•
|
The length of time the security’s fair value has been less than amortized cost; and
|
•
|
Adverse conditions related to the security or its issuer if the issuer has failed to make scheduled payments or other factors.
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands)
|
||||||
Commercial, secured by real estate
|
|
$
|
2,831,184
|
|
|
$
|
2,556,601
|
|
Commercial, industrial and other
|
|
340,400
|
|
|
350,228
|
|
||
Leases
|
|
75,039
|
|
|
67,016
|
|
||
Real estate - residential mortgage
|
|
322,880
|
|
|
349,581
|
|
||
Real estate - construction
|
|
264,908
|
|
|
211,109
|
|
||
Home equity and consumer
|
|
322,269
|
|
|
339,360
|
|
||
Total loans and leases
|
|
4,156,680
|
|
|
3,873,895
|
|
||
Less deferred fees
|
|
(3,960
|
)
|
|
(3,297
|
)
|
||
Loans and leases, net of deferred fees
|
|
$
|
4,152,720
|
|
|
$
|
3,870,598
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Balance, beginning of period
|
|
$
|
145
|
|
|
$
|
—
|
|
Acquisitions
|
|
—
|
|
|
182
|
|
||
Accretion
|
|
(202
|
)
|
|
(98
|
)
|
||
Net reclassification non-accretable difference
|
|
186
|
|
|
61
|
|
||
Balance, end of period
|
|
$
|
129
|
|
|
$
|
145
|
|
•
|
Commercial, secured by real estate - consists of commercial mortgage loans secured by owner occupied properties and non-owner occupied properties. The loans secured by owner occupied properties involve a variety of property types to conduct the borrower’s operations. The primary source of repayment for this type of loan is the cash flow from the business and is based upon the borrower’s financial health and the ability of the borrower and the business to repay. The loans secured by non-owner occupied properties involve investment properties for warehouse, retail, office space, etc., with a history of occupancy and cash flow. This commercial real estate category contains mortgage loans to the developers and owners of
|
•
|
Commercial, industrial and other - are loans made to provide funds for equipment and general corporate needs. Repayment of a loan primarily uses the funds obtained from the operation of the borrower’s business. Commercial loans also include lines of credit that are utilized to finance a borrower’s short-term credit needs and/or to finance a percentage of eligible receivables and inventory.
|
•
|
Leases - includes a small portfolio of equipment leases, which consists of leases primarily for essential equipment used by small to medium sized businesses.
|
•
|
Real estate - residential mortgage - contains permanent mortgage loans principally to consumers secured by residential real estate. Residential real estate loans are evaluated for the adequacy of repayment sources at the time of approval, based upon measures including credit scores, debt-to-income ratios, and collateral values. Loans may be either conforming or non-conforming.
|
•
|
Real estate - construction - construction loans, as defined, are intended to finance the construction of commercial properties and include loans for the acquisition and development of land. Construction loans represent a higher degree of risk than permanent real estate loans and may be affected by a variety of factors such as the borrower’s ability to control costs and adhere to time schedules and the risk that constructed units may not be absorbed by the market within the anticipated time frame or at the anticipated price. The loan commitment on these loans often includes an interest reserve to pay interest charges on the outstanding balance of the loan.
|
•
|
Home equity and consumer - includes primarily home equity loans and lines, installment loans, personal lines of credit and automobile loans. The home equity category consists mainly of loans and revolving lines of credit to consumers which are secured by residential real estate. These loans are typically secured with second mortgages on the homes, although many are secured with first mortgages. Other consumer loans include installment loans used by customers to purchase automobiles, boats and recreational vehicles.
|
|
|
At December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Commercial, secured by real estate
|
|
$
|
5,890
|
|
|
$
|
10,413
|
|
Commercial, industrial and other
|
|
184
|
|
|
167
|
|
||
Leases
|
|
144
|
|
|
153
|
|
||
Real estate - residential mortgage
|
|
3,860
|
|
|
6,048
|
|
||
Real estate - construction
|
|
1,472
|
|
|
1,472
|
|
||
Home equity and consumer
|
|
2,105
|
|
|
2,151
|
|
||
Total non-accrual loans and leases
|
|
13,655
|
|
|
20,404
|
|
||
Other real estate and other repossessed assets
|
|
843
|
|
|
1,072
|
|
||
TOTAL NON-PERFORMING ASSETS
|
|
$
|
14,498
|
|
|
$
|
21,476
|
|
Troubled debt restructurings, still accruing
|
|
$
|
11,462
|
|
|
$
|
8,802
|
|
December 31, 2017
|
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Greater
Than
89 Days
|
|
Total
Past Due
|
|
Current
|
|
Total Loans
and Leases
|
|
Recorded
Investment Greater
than 89 Days and
Still Accruing
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Commercial, secured by real estate
|
|
$
|
3,663
|
|
|
$
|
1,082
|
|
|
$
|
3,817
|
|
|
$
|
8,562
|
|
|
$
|
2,822,622
|
|
|
$
|
2,831,184
|
|
|
$
|
—
|
|
Commercial, industrial and other
|
|
80
|
|
|
121
|
|
|
56
|
|
|
257
|
|
|
340,143
|
|
|
340,400
|
|
|
—
|
|
|||||||
Leases
|
|
496
|
|
|
139
|
|
|
144
|
|
|
779
|
|
|
74,260
|
|
|
75,039
|
|
|
—
|
|
|||||||
Real estate - residential mortgage
|
|
939
|
|
|
908
|
|
|
3,137
|
|
|
4,984
|
|
|
317,896
|
|
|
322,880
|
|
|
—
|
|
|||||||
Real estate - construction
|
|
—
|
|
|
—
|
|
|
1,472
|
|
|
1,472
|
|
|
263,436
|
|
|
264,908
|
|
|
—
|
|
|||||||
Home equity and consumer
|
|
1,258
|
|
|
310
|
|
|
1,386
|
|
|
2,954
|
|
|
319,315
|
|
|
322,269
|
|
|
200
|
|
|||||||
|
|
$
|
6,436
|
|
|
$
|
2,560
|
|
|
$
|
10,012
|
|
|
$
|
19,008
|
|
|
$
|
4,137,672
|
|
|
$
|
4,156,680
|
|
|
$
|
200
|
|
December 31, 2016
|
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Greater
Than
89 Days
|
|
Total
Past Due
|
|
Current
|
|
Total Loans
and Leases
|
|
Recorded
Investment Greater
than 89 Days and
Still Accruing
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Commercial, secured by real estate
|
|
$
|
6,082
|
|
|
$
|
1,234
|
|
|
$
|
9,313
|
|
|
$
|
16,629
|
|
|
$
|
2,539,972
|
|
|
$
|
2,556,601
|
|
|
$
|
—
|
|
Commercial, industrial and other
|
|
1,193
|
|
|
213
|
|
|
42
|
|
|
1,448
|
|
|
348,780
|
|
|
350,228
|
|
|
—
|
|
|||||||
Leases
|
|
132
|
|
|
78
|
|
|
153
|
|
|
363
|
|
|
66,653
|
|
|
67,016
|
|
|
—
|
|
|||||||
Real estate - residential mortgage
|
|
2,990
|
|
|
1,057
|
|
|
5,330
|
|
|
9,377
|
|
|
340,204
|
|
|
349,581
|
|
|
—
|
|
|||||||
Real estate - construction
|
|
3,409
|
|
|
—
|
|
|
1,472
|
|
|
4,881
|
|
|
206,228
|
|
|
211,109
|
|
|
—
|
|
|||||||
Home equity and consumer
|
|
1,260
|
|
|
129
|
|
|
2,049
|
|
|
3,438
|
|
|
335,922
|
|
|
339,360
|
|
|
10
|
|
|||||||
|
|
$
|
15,066
|
|
|
$
|
2,711
|
|
|
$
|
18,359
|
|
|
$
|
36,136
|
|
|
$
|
3,837,759
|
|
|
$
|
3,873,895
|
|
|
$
|
10
|
|
December 31, 2017
|
|
Recorded
Investment in
Impaired Loans
|
|
Contractual
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Interest
Income
Recognized
|
|
Average
Investment in
Impaired Loans
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Loans without related allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
$
|
12,155
|
|
|
$
|
12,497
|
|
|
$
|
—
|
|
|
$
|
366
|
|
|
$
|
12,774
|
|
Commercial, industrial and other
|
|
618
|
|
|
618
|
|
|
—
|
|
|
25
|
|
|
618
|
|
|||||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
|
963
|
|
|
980
|
|
|
—
|
|
|
15
|
|
|
996
|
|
|||||
Real estate - construction
|
|
1,471
|
|
|
1,471
|
|
|
—
|
|
|
—
|
|
|
1,471
|
|
|||||
Home equity and consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Loans with related allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
5,381
|
|
|
5,721
|
|
|
454
|
|
|
206
|
|
|
5,029
|
|
|||||
Commercial, industrial and other
|
|
164
|
|
|
164
|
|
|
9
|
|
|
14
|
|
|
283
|
|
|||||
Leases
|
|
65
|
|
|
65
|
|
|
30
|
|
|
—
|
|
|
29
|
|
|||||
Real estate - residential mortgage
|
|
781
|
|
|
919
|
|
|
4
|
|
|
27
|
|
|
940
|
|
|||||
Real estate - construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Home equity and consumer
|
|
993
|
|
|
1,026
|
|
|
8
|
|
|
52
|
|
|
1,090
|
|
|||||
Total:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
$
|
17,536
|
|
|
$
|
18,218
|
|
|
$
|
454
|
|
|
$
|
572
|
|
|
$
|
17,803
|
|
Commercial, industrial and other
|
|
782
|
|
|
782
|
|
|
9
|
|
|
39
|
|
|
901
|
|
|||||
Leases
|
|
65
|
|
|
65
|
|
|
30
|
|
|
—
|
|
|
29
|
|
|||||
Real estate - residential mortgage
|
|
1,744
|
|
|
1,899
|
|
|
4
|
|
|
42
|
|
|
1,936
|
|
|||||
Real estate - construction
|
|
1,471
|
|
|
1,471
|
|
|
—
|
|
|
—
|
|
|
1,471
|
|
|||||
Home equity and consumer
|
|
993
|
|
|
1,026
|
|
|
8
|
|
|
52
|
|
|
1,096
|
|
|||||
|
|
$
|
22,591
|
|
|
$
|
23,461
|
|
|
$
|
505
|
|
|
$
|
705
|
|
|
$
|
23,236
|
|
December 31, 2016
|
|
Recorded
Investment in
Impaired Loans
|
|
Contractual
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Interest
Income
Recognized
|
|
Average
Investment in
Impaired Loans
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Loans without related allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
$
|
12,764
|
|
|
$
|
13,195
|
|
|
$
|
—
|
|
|
$
|
229
|
|
|
$
|
13,631
|
|
Commercial, industrial and other
|
|
603
|
|
|
603
|
|
|
—
|
|
|
24
|
|
|
1,109
|
|
|||||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
|
1,880
|
|
|
3,146
|
|
|
—
|
|
|
16
|
|
|
2,430
|
|
|||||
Real estate - construction
|
|
1,471
|
|
|
1,471
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Home equity and consumer
|
|
139
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
388
|
|
|||||
Loans with related allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
5,860
|
|
|
6,142
|
|
|
392
|
|
|
273
|
|
|
6,549
|
|
|||||
Commercial, industrial and other
|
|
349
|
|
|
349
|
|
|
12
|
|
|
17
|
|
|
360
|
|
|||||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Real estate - residential mortgage
|
|
1,031
|
|
|
1,100
|
|
|
31
|
|
|
30
|
|
|
1,011
|
|
|||||
Real estate - construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Home equity and consumer
|
|
1,188
|
|
|
1,211
|
|
|
94
|
|
|
59
|
|
|
1,184
|
|
|||||
Total:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
$
|
18,624
|
|
|
$
|
19,337
|
|
|
$
|
392
|
|
|
$
|
502
|
|
|
$
|
20,180
|
|
Commercial, industrial and other
|
|
952
|
|
|
952
|
|
|
12
|
|
|
41
|
|
|
1,469
|
|
|||||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Real estate - residential mortgage
|
|
2,911
|
|
|
4,246
|
|
|
31
|
|
|
46
|
|
|
3,441
|
|
|||||
Real estate - construction
|
|
1,471
|
|
|
1,471
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Home equity and consumer
|
|
1,327
|
|
|
1,350
|
|
|
94
|
|
|
59
|
|
|
1,572
|
|
|||||
|
|
$
|
25,285
|
|
|
$
|
27,356
|
|
|
$
|
529
|
|
|
$
|
648
|
|
|
$
|
26,675
|
|
December 31, 2015
|
|
Recorded
Investment in
Impaired Loans
|
|
Contractual
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Interest
Income
Recognized
|
|
Average
Investment in
Impaired Loans
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Loans without related allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
$
|
14,065
|
|
|
$
|
14,712
|
|
|
$
|
—
|
|
|
$
|
344
|
|
|
$
|
12,928
|
|
Commercial, industrial and other
|
|
209
|
|
|
887
|
|
|
—
|
|
|
14
|
|
|
749
|
|
|||||
Leases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
|
2,195
|
|
|
2,242
|
|
|
—
|
|
|
—
|
|
|
2,096
|
|
|||||
Real estate - construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|||||
Home equity and consumer
|
|
574
|
|
|
575
|
|
|
—
|
|
|
5
|
|
|
762
|
|
|||||
Loans with related allowance:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
5,721
|
|
|
5,918
|
|
|
598
|
|
|
271
|
|
|
6,249
|
|
|||||
Commercial, industrial and other
|
|
1,023
|
|
|
1,023
|
|
|
77
|
|
|
32
|
|
|
717
|
|
|||||
Leases
|
|
6
|
|
|
6
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
|
832
|
|
|
865
|
|
|
73
|
|
|
37
|
|
|
840
|
|
|||||
Real estate - construction
|
|
380
|
|
|
380
|
|
|
21
|
|
|
13
|
|
|
308
|
|
|||||
Home equity and consumer
|
|
1,001
|
|
|
1,013
|
|
|
73
|
|
|
54
|
|
|
1,006
|
|
|||||
Total:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
|
$
|
19,786
|
|
|
$
|
20,630
|
|
|
$
|
598
|
|
|
$
|
615
|
|
|
$
|
19,177
|
|
Commercial, industrial and other
|
|
1,232
|
|
|
1,910
|
|
|
77
|
|
|
46
|
|
|
1,466
|
|
|||||
Leases
|
|
6
|
|
|
6
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
|
3,027
|
|
|
3,107
|
|
|
73
|
|
|
37
|
|
|
2,936
|
|
|||||
Real estate - construction
|
|
380
|
|
|
380
|
|
|
21
|
|
|
13
|
|
|
402
|
|
|||||
Home equity and consumer
|
|
1,575
|
|
|
1,588
|
|
|
73
|
|
|
59
|
|
|
1,768
|
|
|||||
|
|
$
|
26,006
|
|
|
$
|
27,621
|
|
|
$
|
843
|
|
|
$
|
770
|
|
|
$
|
25,749
|
|
December 31, 2017
|
|
Commercial,
Secured by
Real Estate
|
|
Commercial,
Industrial
and Other
|
|
|
||||||
RISK RATING
|
|
Real Estate -
Construction
|
||||||||||
1
|
|
$
|
—
|
|
|
$
|
392
|
|
|
$
|
—
|
|
2
|
|
—
|
|
|
26,968
|
|
|
—
|
|
|||
3
|
|
76,824
|
|
|
35,950
|
|
|
—
|
|
|||
4
|
|
862,537
|
|
|
96,426
|
|
|
15,502
|
|
|||
5
|
|
1,779,908
|
|
|
150,928
|
|
|
246,806
|
|
|||
5W - Watch
|
|
47,178
|
|
|
8,779
|
|
|
—
|
|
|||
6 - Other assets especially mentioned
|
|
40,245
|
|
|
8,670
|
|
|
—
|
|
|||
7 - Substandard
|
|
24,492
|
|
|
12,287
|
|
|
2,600
|
|
|||
8 - Doubtful
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
9 - Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
2,831,184
|
|
|
$
|
340,400
|
|
|
$
|
264,908
|
|
December 31, 2016
|
|
Commercial,
Secured by
Real Estate
|
|
Commercial,
Industrial
and Other
|
|
|
||||||
RISK RATING
|
|
Real Estate -
Construction
|
||||||||||
1
|
|
$
|
—
|
|
|
$
|
1,449
|
|
|
$
|
—
|
|
2
|
|
—
|
|
|
26,743
|
|
|
—
|
|
|||
3
|
|
82,102
|
|
|
36,644
|
|
|
—
|
|
|||
4
|
|
729,281
|
|
|
135,702
|
|
|
28,177
|
|
|||
5
|
|
1,615,331
|
|
|
129,366
|
|
|
175,595
|
|
|||
5W - Watch
|
|
68,372
|
|
|
6,395
|
|
|
1,223
|
|
|||
6 - Other assets especially mentioned
|
|
33,015
|
|
|
5,242
|
|
|
—
|
|
|||
7 - Substandard
|
|
28,500
|
|
|
8,687
|
|
|
6,114
|
|
|||
8 - Doubtful
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
9 - Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
2,556,601
|
|
|
$
|
350,228
|
|
|
$
|
211,109
|
|
December 31, 2017
|
|
Commercial,
Secured by
Real Estate
|
|
Commercial,
Industrial
and Other
|
|
Leases
|
|
Real
Estate -
Residential
Mortgage
|
|
Real Estate -
Construction
|
|
Home
Equity and
Consumer
|
|
Total
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Beginning balance
|
|
$
|
21,223
|
|
|
$
|
1,723
|
|
|
$
|
548
|
|
|
$
|
1,964
|
|
|
$
|
2,352
|
|
|
$
|
3,435
|
|
|
$
|
31,245
|
|
Charge-offs
|
|
(762
|
)
|
|
(477
|
)
|
|
(305
|
)
|
|
(441
|
)
|
|
(609
|
)
|
|
(852
|
)
|
|
(3,446
|
)
|
|||||||
Recoveries
|
|
396
|
|
|
172
|
|
|
59
|
|
|
5
|
|
|
31
|
|
|
903
|
|
|
1,566
|
|
|||||||
Provision
|
|
4,847
|
|
|
895
|
|
|
328
|
|
|
29
|
|
|
957
|
|
|
(966
|
)
|
|
6,090
|
|
|||||||
Ending balance
|
|
$
|
25,704
|
|
|
$
|
2,313
|
|
|
$
|
630
|
|
|
$
|
1,557
|
|
|
$
|
2,731
|
|
|
$
|
2,520
|
|
|
$
|
35,455
|
|
Ending balance: Individually evaluated for impairment
|
|
$
|
454
|
|
|
$
|
9
|
|
|
$
|
30
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
505
|
|
Ending balance: Collectively evaluated for impairment
|
|
25,250
|
|
|
2,304
|
|
|
600
|
|
|
1,553
|
|
|
2,731
|
|
|
2,512
|
|
|
$
|
34,950
|
|
||||||
Ending balance
|
|
$
|
25,704
|
|
|
$
|
2,313
|
|
|
$
|
630
|
|
|
$
|
1,557
|
|
|
$
|
2,731
|
|
|
$
|
2,520
|
|
|
$
|
35,455
|
|
LOANS AND LEASES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending balance: Individually evaluated for impairment
|
|
$
|
17,536
|
|
|
$
|
782
|
|
|
$
|
65
|
|
|
$
|
1,744
|
|
|
$
|
1,471
|
|
|
$
|
993
|
|
|
$
|
22,591
|
|
Ending balance: Collectively evaluated for impairment
|
|
2,812,941
|
|
|
339,618
|
|
|
74,974
|
|
|
321,136
|
|
|
263,437
|
|
|
321,273
|
|
|
$
|
4,133,379
|
|
||||||
Ending balance: Loans acquired with deteriorated credit quality
|
|
707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
$
|
710
|
|
||||||
Ending balance (1)
|
|
$
|
2,831,184
|
|
|
$
|
340,400
|
|
|
$
|
75,039
|
|
|
$
|
322,880
|
|
|
$
|
264,908
|
|
|
$
|
322,269
|
|
|
$
|
4,156,680
|
|
(1)
|
Excludes deferred fees
|
December 31, 2016
|
|
Commercial,
Secured by
Real Estate
|
|
Commercial,
Industrial
and Other
|
|
Leases
|
|
Real
Estate -
Residential
Mortgage
|
|
Real Estate -
Construction
|
|
Home
Equity and
Consumer
|
|
Total
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Beginning balance
|
|
$
|
20,223
|
|
|
$
|
2,637
|
|
|
$
|
460
|
|
|
$
|
2,588
|
|
|
$
|
1,591
|
|
|
$
|
3,375
|
|
|
$
|
30,874
|
|
Charge-offs
|
|
(410
|
)
|
|
(796
|
)
|
|
(366
|
)
|
|
(1,103
|
)
|
|
—
|
|
|
(1,980
|
)
|
|
(4,655
|
)
|
|||||||
Recoveries
|
|
297
|
|
|
202
|
|
|
31
|
|
|
8
|
|
|
18
|
|
|
247
|
|
|
803
|
|
|||||||
Provision
|
|
1,113
|
|
|
(320
|
)
|
|
423
|
|
|
471
|
|
|
743
|
|
|
1,793
|
|
|
4,223
|
|
|||||||
Ending balance
|
|
$
|
21,223
|
|
|
$
|
1,723
|
|
|
$
|
548
|
|
|
$
|
1,964
|
|
|
$
|
2,352
|
|
|
$
|
3,435
|
|
|
$
|
31,245
|
|
Ending balance: Individually evaluated for impairment
|
|
$
|
392
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
529
|
|
Ending balance: Collectively evaluated for impairment
|
|
20,831
|
|
|
1,711
|
|
|
548
|
|
|
1,933
|
|
|
2,352
|
|
|
3,341
|
|
|
$
|
30,716
|
|
||||||
Ending balance
|
|
$
|
21,223
|
|
|
$
|
1,723
|
|
|
$
|
548
|
|
|
$
|
1,964
|
|
|
$
|
2,352
|
|
|
$
|
3,435
|
|
|
$
|
31,245
|
|
LOANS AND LEASES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending balance: Individually evaluated for impairment
|
|
$
|
18,624
|
|
|
$
|
952
|
|
|
$
|
—
|
|
|
$
|
2,911
|
|
|
$
|
1,471
|
|
|
$
|
1,327
|
|
|
$
|
25,285
|
|
Ending balance: Collectively evaluated for impairment
|
|
2,536,858
|
|
|
349,001
|
|
|
67,016
|
|
|
346,670
|
|
|
209,638
|
|
|
338,019
|
|
|
$
|
3,847,202
|
|
||||||
Ending balance: Loans acquired with deteriorated credit quality
|
|
1,119
|
|
|
275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
$
|
1,408
|
|
||||||
Ending balance (1)
|
|
$
|
2,556,601
|
|
|
$
|
350,228
|
|
|
$
|
67,016
|
|
|
$
|
349,581
|
|
|
$
|
211,109
|
|
|
$
|
339,360
|
|
|
$
|
3,873,895
|
|
(1)
|
Excludes deferred fees
|
|
|
For the Year Ended December 31, 2017
|
|
For the Year Ended December 31, 2016
|
||||||||||||||||||
|
|
Number of
Contracts
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Outstanding
Recorded
Investment
|
|
Number of
Contracts
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-
Modification
Outstanding
Recorded
Investment
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||
Commercial, secured by real estate
|
|
8
|
|
|
$
|
4,618
|
|
|
$
|
4,618
|
|
|
1
|
|
|
$
|
303
|
|
|
$
|
303
|
|
Commercial, industrial and other
|
|
2
|
|
|
124
|
|
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Leases
|
|
6
|
|
|
65
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate - residential mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
255
|
|
|
255
|
|
||||
Home equity and consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
285
|
|
|
285
|
|
||||
|
|
16
|
|
|
$
|
4,807
|
|
|
$
|
4,807
|
|
|
5
|
|
|
$
|
843
|
|
|
$
|
843
|
|
|
|
For the Year Ended December 31, 2017
|
|
For the Year Ended December 31, 2016
|
||||||||||
|
|
Number of
Contracts
|
|
Recorded
Investment
|
|
Number of
Contracts
|
|
Recorded
Investment
|
||||||
|
|
(dollars in thousands)
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||
Leases
|
|
2
|
|
|
$
|
35
|
|
|
—
|
|
|
$
|
—
|
|
Real estate - residential mortgage
|
|
—
|
|
|
—
|
|
|
1
|
|
|
255
|
|
||
Home equity and consumer
|
|
—
|
|
|
—
|
|
|
1
|
|
|
162
|
|
||
|
|
2
|
|
|
$
|
35
|
|
|
2
|
|
|
$
|
417
|
|
2018
|
$
|
26,796
|
|
2019
|
20,356
|
|
|
2020
|
15,113
|
|
|
2021
|
9,046
|
|
|
2022
|
3,280
|
|
|
Thereafter
|
448
|
|
|
|
$
|
75,039
|
|
|
|
Estimated
|
|
December 31,
|
||||||
|
|
Useful Lives
|
|
2017
|
|
2016
|
||||
|
|
|
|
(in thousands)
|
||||||
Land
|
|
Indefinite
|
|
$
|
10,626
|
|
|
$
|
10,981
|
|
Buildings and building improvements
|
|
10 to 50 years
|
|
46,985
|
|
|
49,475
|
|
||
Leasehold improvements
|
|
10 to 25 years
|
|
12,953
|
|
|
12,967
|
|
||
Furniture, fixtures and equipment
|
|
2 to 30 years
|
|
26,923
|
|
|
33,692
|
|
||
|
|
|
|
97,487
|
|
|
107,115
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
47,174
|
|
|
54,879
|
|
||
|
|
|
|
$
|
50,313
|
|
|
$
|
52,236
|
|
Year
|
|
||
2018
|
$
|
555,167
|
|
2019
|
107,251
|
|
|
2020
|
43,460
|
|
|
2021
|
31,254
|
|
|
2022
|
296
|
|
|
|
$
|
737,428
|
|
Federal Funds Purchased
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Balance at December 31
|
|
$
|
80,000
|
|
|
$
|
32,000
|
|
|
$
|
115,000
|
|
Interest rate at December 31
|
|
1.71
|
%
|
|
0.85
|
%
|
|
0.65
|
%
|
|||
Maximum amount outstanding at any month-end during the year
|
|
$
|
168,784
|
|
|
$
|
133,434
|
|
|
$
|
130,000
|
|
Average amount outstanding during the year
|
|
$
|
13,264
|
|
|
$
|
8,708
|
|
|
$
|
22,734
|
|
Weighted average interest rate during the year
|
|
1.42
|
%
|
|
0.71
|
%
|
|
0.45
|
%
|
Securities Sold Under Agreements to Repurchase
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Balance at December 31
|
|
$
|
44,936
|
|
|
$
|
24,354
|
|
|
$
|
36,234
|
|
Interest rate at December 31
|
|
0.02
|
%
|
|
0.02
|
%
|
|
0.02
|
%
|
|||
Maximum amount outstanding at any month-end during the year
|
|
$
|
44,936
|
|
|
$
|
32,872
|
|
|
$
|
40,140
|
|
Average amount outstanding during the year
|
|
$
|
28,480
|
|
|
$
|
27,535
|
|
|
$
|
31,293
|
|
Weighted average interest rate during the year
|
|
0.03
|
%
|
|
0.03
|
%
|
|
0.03
|
%
|
2018
|
$
|
50,896
|
|
2019
|
40,263
|
|
|
2020
|
50,881
|
|
|
2021
|
29,971
|
|
|
|
$
|
172,011
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Current tax provision
|
|
$
|
10,565
|
|
|
$
|
22,308
|
|
|
$
|
16,991
|
|
Deferred tax expense (benefit)
|
|
16,904
|
|
|
(987
|
)
|
|
(824
|
)
|
|||
Total provision for income taxes
|
|
$
|
27,469
|
|
|
$
|
21,321
|
|
|
$
|
16,167
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Federal income tax, at statutory rates
|
|
$
|
28,017
|
|
|
$
|
21,994
|
|
|
$
|
17,028
|
|
Increase (deduction) in taxes resulting from:
|
|
|
|
|
|
|
||||||
Tax-exempt income
|
|
(1,652
|
)
|
|
(1,671
|
)
|
|
(1,467
|
)
|
|||
Excise tax on real estate investment trust ("REIT") dividend
|
|
1,945
|
|
|
—
|
|
|
—
|
|
|||
Adjustment to net deferred tax asset for Tax Cuts and Jobs Act
|
|
(1,343
|
)
|
|
—
|
|
|
—
|
|
|||
State income tax, net of federal income tax effect
|
|
931
|
|
|
552
|
|
|
132
|
|
|||
Excess tax benefits from employee share-based payments
|
|
(587
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
158
|
|
|
446
|
|
|
474
|
|
|||
Provision for income taxes
|
|
$
|
27,469
|
|
|
$
|
21,321
|
|
|
$
|
16,167
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
(in thousands)
|
||||||
Allowance for loan and lease losses
|
|
$
|
10,662
|
|
|
$
|
13,775
|
|
Stock based compensation plans
|
|
769
|
|
|
1,095
|
|
||
Purchase accounting fair market value adjustments
|
|
1,441
|
|
|
2,752
|
|
||
Non-accrued interest
|
|
394
|
|
|
730
|
|
||
Deferred compensation
|
|
2,007
|
|
|
2,648
|
|
||
Depreciation and amortization
|
|
805
|
|
|
1,486
|
|
||
Other-than-temporary impairment loss on investment securities
|
|
77
|
|
|
255
|
|
||
Unrealized losses on securities available for sale
|
|
1,108
|
|
|
292
|
|
||
Other, net
|
|
675
|
|
|
767
|
|
||
Gross deferred tax assets
|
|
17,938
|
|
|
23,800
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Core deposit intangible from acquired companies
|
|
664
|
|
|
1,366
|
|
||
Undistributed income from subsidiary not consolidated for tax return purposes (REIT)
|
|
12,015
|
|
|
924
|
|
||
Deferred loan costs
|
|
1,169
|
|
|
1,545
|
|
||
Prepaid expenses
|
|
524
|
|
|
641
|
|
||
Deferred gain on securities
|
|
116
|
|
|
194
|
|
||
Unfunded pension benefits
|
|
7
|
|
|
18
|
|
||
Unrealized gains on hedging derivative
|
|
229
|
|
|
361
|
|
||
Other
|
|
357
|
|
|
841
|
|
||
Gross deferred tax liabilities
|
|
15,081
|
|
|
5,890
|
|
||
Net deferred tax assets
|
|
$
|
2,857
|
|
|
$
|
17,910
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands)
|
||||||
Accrued plan cost included in other liabilities
|
|
$
|
673
|
|
|
$
|
671
|
|
Amount not recognized as component of net postretirement benefit cost
|
|
|
|
|
||||
Recognized in accumulated other comprehensive income
|
|
|
|
|
||||
Net actuarial gain
|
|
$
|
28
|
|
|
$
|
(2
|
)
|
Unrecognized prior service cost
|
|
—
|
|
|
—
|
|
||
Amounts not recognized as a component of net postretirement benefit (benefit)
|
|
$
|
28
|
|
|
$
|
(2
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Net periodic plan cost included the following components:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
21
|
|
|
$
|
19
|
|
|
$
|
19
|
|
Interest cost
|
|
23
|
|
|
26
|
|
|
46
|
|
|||
Amortization of prior service cost
|
|
3
|
|
|
12
|
|
|
13
|
|
|||
|
|
$
|
47
|
|
|
$
|
57
|
|
|
$
|
78
|
|
|
|
||
2018
|
$
|
75
|
|
2019
|
63
|
|
|
2020
|
63
|
|
|
2021
|
37
|
|
|
2022
|
37
|
|
|
2023-2027
|
240
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding, beginning of year
|
|
135,250
|
|
|
$
|
8.79
|
|
|
4.18
|
|
$
|
1,450,533
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(33,023
|
)
|
|
9.72
|
|
|
|
|
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
(11
|
)
|
|
7.97
|
|
|
|
|
|
|||
Outstanding, end of year
|
|
102,216
|
|
|
$
|
8.49
|
|
|
4.27
|
|
$
|
1,101,806
|
|
Options exercisable at year-end
|
|
102,216
|
|
|
$
|
8.49
|
|
|
4.27
|
|
$
|
1,101,806
|
|
|
|
Number of
Shares
|
|
Weighted-
Average
Grant-date
Fair Value
|
|||
Non-vested, Balance at of January 1, 2017
|
|
10,501
|
|
|
$
|
3.31
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Vested
|
|
(10,501
|
)
|
|
3.31
|
|
|
Non-vested, December 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Price
|
|||
Outstanding, Balance at of January 1, 2017
|
|
42,875
|
|
|
$
|
9.72
|
|
Granted
|
|
13,176
|
|
|
18.20
|
|
|
Vested
|
|
(32,904
|
)
|
|
9.79
|
|
|
Forfeited
|
|
(165
|
)
|
|
10.34
|
|
|
Outstanding, December 31, 2017
|
|
22,982
|
|
|
$
|
14.44
|
|
|
|
Number of
RSUs
|
|
Weighted
Average
Price
|
|||
Outstanding, Balance at of January 1, 2017
|
|
302,344
|
|
|
$
|
10.76
|
|
Granted
|
|
132,523
|
|
|
19.92
|
|
|
Vested
|
|
(148,585
|
)
|
|
13.01
|
|
|
Forfeited
|
|
(18,550
|
)
|
|
12.45
|
|
|
Outstanding, December 31, 2017
|
|
267,732
|
|
|
$
|
13.93
|
|
Year
|
|
||
2018
|
$
|
3,185
|
|
2019
|
3,045
|
|
|
2020
|
2,853
|
|
|
2021
|
2,635
|
|
|
2022
|
2,329
|
|
|
Thereafter
|
15,785
|
|
|
|
$
|
29,832
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands)
|
||||||
Financial instruments whose contract amounts represent credit risk
|
|
|
|
|
||||
Commitments to extend credit
|
|
$
|
966,441
|
|
|
$
|
921,979
|
|
Standby letters of credit and financial guarantees written
|
|
14,832
|
|
|
15,170
|
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
|
Before
Tax Amount
|
|
Tax Benefit
(Expense)
|
|
Net of
Tax Amount
|
||||||
|
|
(in thousands)
|
||||||||||
Unrealized losses on available for sale securities
|
|
|
|
|
|
|
||||||
Unrealized holding losses arising during period
|
|
$
|
(1,406
|
)
|
|
$
|
503
|
|
|
$
|
(903
|
)
|
Reclassification adjustment for net gains realized in net income
|
|
(2,524
|
)
|
|
884
|
|
|
(1,640
|
)
|
|||
Net unrealized losses on available for sale securities
|
|
(3,930
|
)
|
|
1,387
|
|
|
(2,543
|
)
|
|||
Unrealized gain on derivatives
|
|
57
|
|
|
(20
|
)
|
|
37
|
|
|||
Change in pension liabilities
|
|
(27
|
)
|
|
11
|
|
|
(16
|
)
|
|||
Other comprehensive loss, net
|
|
$
|
(3,900
|
)
|
|
$
|
1,378
|
|
|
$
|
(2,522
|
)
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
|
Before
Tax Amount
|
|
Tax Benefit
(Expense)
|
|
Net of
Tax Amount
|
||||||
|
|
(in thousands)
|
||||||||||
Unrealized losses on available for sale securities
|
|
|
|
|
|
|
||||||
Unrealized holding losses arising during period
|
|
$
|
(1,816
|
)
|
|
$
|
778
|
|
|
$
|
(1,038
|
)
|
Reclassification adjustment for net gains realized in net income
|
|
(370
|
)
|
|
137
|
|
|
(233
|
)
|
|||
Net unrealized losses on available for sale securities
|
|
(2,186
|
)
|
|
915
|
|
|
(1,271
|
)
|
|||
Unrealized gain on derivatives
|
|
1,033
|
|
|
(361
|
)
|
|
672
|
|
|||
Change in pension liabilities
|
|
70
|
|
|
(28
|
)
|
|
42
|
|
|||
Other comprehensive loss, net
|
|
$
|
(1,083
|
)
|
|
$
|
526
|
|
|
$
|
(557
|
)
|
|
|
Year Ended December 31, 2015
|
||||||||||
|
|
Before
Tax Amount
|
|
Tax Benefit
(Expense)
|
|
Net of
Tax Amount
|
||||||
|
|
(in thousands)
|
||||||||||
Unrealized losses on available for sale securities
|
|
|
|
|
|
|
||||||
Unrealized holding losses arising during period
|
|
$
|
(375
|
)
|
|
$
|
155
|
|
|
$
|
(220
|
)
|
Reclassification adjustment for net gains realized in net income
|
|
(241
|
)
|
|
84
|
|
|
(157
|
)
|
|||
Net unrealized losses on available for sale securities
|
|
(616
|
)
|
|
239
|
|
|
(377
|
)
|
|||
Change in pension liabilities
|
|
3
|
|
|
1
|
|
|
4
|
|
|||
Other comprehensive loss, net
|
|
$
|
(613
|
)
|
|
$
|
240
|
|
|
$
|
(373
|
)
|
|
|
Unrealized
Gains and
Losses on
Available-
for-Sale
Securities
|
|
Unrealized
Gains
(Losses)
on Derivatives
|
|
Pension
Items
|
|
Total
|
||||||||
|
|
(in thousands, net of tax)
|
||||||||||||||
Balance at of January 1, 2017
|
|
$
|
(117
|
)
|
|
$
|
672
|
|
|
$
|
38
|
|
|
$
|
593
|
|
Other comprehensive income (loss) before classifications
|
|
(903
|
)
|
|
37
|
|
|
(16
|
)
|
|
(882
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
(1,640
|
)
|
|
—
|
|
|
—
|
|
|
(1,640
|
)
|
||||
Net current period other comprehensive income (loss)
|
|
(2,543
|
)
|
|
37
|
|
|
(16
|
)
|
|
(2,522
|
)
|
||||
Adjustment for implementation of ASU 2018-02
|
|
(572
|
)
|
|
153
|
|
|
(1
|
)
|
|
(420
|
)
|
||||
Balance at December 31, 2017
|
|
$
|
(3,232
|
)
|
|
$
|
862
|
|
|
$
|
21
|
|
|
$
|
(2,349
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at of January 1, 2016
|
|
$
|
1,154
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
1,150
|
|
Other comprehensive income (loss) before classifications
|
|
(1,038
|
)
|
|
672
|
|
|
42
|
|
|
(324
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
(233
|
)
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
||||
Net current period other comprehensive income (loss)
|
|
(1,271
|
)
|
|
672
|
|
|
42
|
|
|
(557
|
)
|
||||
Balance at December 31, 2016
|
|
$
|
(117
|
)
|
|
$
|
672
|
|
|
$
|
38
|
|
|
$
|
593
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at of January 1, 2015
|
|
$
|
1,531
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
1,523
|
|
Other comprehensive income (loss) before classifications
|
|
(220
|
)
|
|
—
|
|
|
4
|
|
|
(216
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
|
(157
|
)
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
||||
Net current period other comprehensive income (loss)
|
|
(377
|
)
|
|
—
|
|
|
4
|
|
|
(373
|
)
|
||||
Balance at December 31, 2015
|
|
$
|
1,154
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
1,150
|
|
December 31, 2017
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Fair
Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investment securities, available for sale
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
|
$
|
5,415
|
|
|
$
|
141,840
|
|
|
$
|
—
|
|
|
$
|
147,255
|
|
Mortgage-backed securities
|
|
—
|
|
|
424,331
|
|
|
—
|
|
|
424,331
|
|
||||
Obligations of states and political subdivisions
|
|
—
|
|
|
51,320
|
|
|
—
|
|
|
51,320
|
|
||||
Corporate debt securities
|
|
—
|
|
|
5,140
|
|
|
—
|
|
|
5,140
|
|
||||
Equity securities
|
|
5,147
|
|
|
12,942
|
|
|
—
|
|
|
18,089
|
|
||||
Total securities available for sale
|
|
10,562
|
|
|
635,573
|
|
|
—
|
|
|
646,135
|
|
||||
Other Assets(1)
|
|
—
|
|
|
6,555
|
|
|
—
|
|
|
6,555
|
|
||||
Total Assets
|
|
$
|
10,562
|
|
|
$
|
642,128
|
|
|
$
|
—
|
|
|
$
|
652,690
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Other Liabilities(1)
|
|
$
|
—
|
|
|
$
|
5,465
|
|
|
$
|
—
|
|
|
$
|
5,465
|
|
Total Liabilities
|
|
$
|
—
|
|
|
$
|
5,465
|
|
|
$
|
—
|
|
|
$
|
5,465
|
|
(1)
|
Derivatives
|
December 31, 2016
|
|
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Fair
Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investment securities, available for sale
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
|
$
|
5,931
|
|
|
$
|
111,428
|
|
|
$
|
—
|
|
|
$
|
117,359
|
|
Mortgage-backed securities
|
|
—
|
|
|
413,725
|
|
|
—
|
|
|
413,725
|
|
||||
Obligations of states and political subdivisions
|
|
—
|
|
|
48,326
|
|
|
—
|
|
|
48,326
|
|
||||
Corporate debt securities
|
|
—
|
|
|
5,412
|
|
|
—
|
|
|
5,412
|
|
||||
Equity securities
|
|
7,748
|
|
|
14,134
|
|
|
—
|
|
|
21,882
|
|
||||
Total securities available for sale
|
|
13,679
|
|
|
593,025
|
|
|
—
|
|
|
606,704
|
|
||||
Other Assets(1)
|
|
—
|
|
|
3,378
|
|
|
—
|
|
|
3,378
|
|
||||
Total Assets
|
|
$
|
13,679
|
|
|
$
|
596,403
|
|
|
$
|
—
|
|
|
$
|
610,082
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Other Liabilities(1)
|
|
$
|
—
|
|
|
$
|
2,345
|
|
|
$
|
—
|
|
|
$
|
2,345
|
|
Total Liabilities
|
|
$
|
—
|
|
|
$
|
2,345
|
|
|
$
|
—
|
|
|
$
|
2,345
|
|
(1)
|
Derivatives
|
December 31, 2017
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
Fair Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Impaired loans and leases
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,591
|
|
|
$
|
22,591
|
|
Loans held for sale
|
|
—
|
|
|
456
|
|
|
—
|
|
|
456
|
|
||||
Other real estate owned and other repossessed assets
|
|
—
|
|
|
—
|
|
|
843
|
|
|
843
|
|
December 31, 2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
Fair Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Impaired loans and leases
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,285
|
|
|
$
|
25,285
|
|
Loans held for sale
|
|
—
|
|
|
1,742
|
|
|
—
|
|
|
1,742
|
|
||||
Other real estate owned and other repossessed assets
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|
1,072
|
|
December 31, 2017
|
|
Carrying Value
|
|
Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities held to maturity
|
|
$
|
139,685
|
|
|
$
|
138,688
|
|
|
$
|
—
|
|
|
$
|
127,901
|
|
|
$
|
10,787
|
|
Federal Home Loan and other membership bank stock
|
|
12,576
|
|
|
12,576
|
|
|
—
|
|
|
12,576
|
|
|
—
|
|
|||||
Loans and leases, net
|
|
4,117,265
|
|
|
4,114,516
|
|
|
—
|
|
|
—
|
|
|
4,114,516
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Certificates of deposit
|
|
737,428
|
|
|
732,417
|
|
|
—
|
|
|
732,417
|
|
|
—
|
|
|||||
Other borrowings
|
|
192,011
|
|
|
189,080
|
|
|
—
|
|
|
189,080
|
|
|
—
|
|
|||||
Subordinated debentures
|
|
104,902
|
|
|
97,244
|
|
|
—
|
|
|
—
|
|
|
97,244
|
|
December 31, 2016
|
|
Carrying Value
|
|
Fair Value
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities held to maturity
|
|
$
|
147,614
|
|
|
$
|
146,990
|
|
|
$
|
—
|
|
|
$
|
111,403
|
|
|
$
|
35,587
|
|
Federal Home Loan and other membership bank stock
|
|
15,099
|
|
|
15,099
|
|
|
—
|
|
|
15,099
|
|
|
—
|
|
|||||
Loans and leases, net
|
|
3,839,353
|
|
|
3,832,465
|
|
|
—
|
|
|
—
|
|
|
3,832,465
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Certificates of deposit
|
|
544,908
|
|
|
543,399
|
|
|
—
|
|
|
543,399
|
|
|
—
|
|
|||||
Other borrowings
|
|
260,866
|
|
|
264,586
|
|
|
—
|
|
|
264,586
|
|
|
—
|
|
|||||
Subordinated debentures
|
|
104,784
|
|
|
94,476
|
|
|
—
|
|
|
—
|
|
|
94,476
|
|
December 31, 2017
|
|
Notional Amount
|
|
Average
Maturity (Years)
|
|
Weighted Average
Rate Fixed
|
|
Weighted Average
Variable Rate |
|
Fair Value
|
|||||
Classified in Other Assets:
|
|
|
|
|
|
|
|
|
|
|
|||||
3rd Party interest rate swaps
|
|
$
|
110,076
|
|
|
8.8
|
|
3.87
|
%
|
|
1 Mo. LIBOR + 2.11%
|
|
$
|
3,634
|
|
Customer interest rate swaps
|
|
82,760
|
|
|
11.5
|
|
4.74
|
%
|
|
1 Mo. LIBOR + 2.21%
|
|
1,831
|
|
||
Interest rate swap (cash flow hedge)
|
|
30,000
|
|
|
3.5
|
|
1.10
|
%
|
|
3 Mo. LIBOR
|
|
1,090
|
|
||
Classified in Other Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||
Customer interest rate swaps
|
|
$
|
110,076
|
|
|
8.8
|
|
3.87
|
%
|
|
1 Mo. LIBOR + 2.11%
|
|
$
|
(3,634
|
)
|
3rd party interest rate swaps
|
|
82,760
|
|
|
11.5
|
|
4.74
|
%
|
|
1 Mo. LIBOR + 2.21%
|
|
(1,831
|
)
|
December 31, 2016
|
|
Notional Amount
|
|
Average
Maturity (Years)
|
|
Weighted Average
Rate Fixed
|
|
Weighted Average
Variable Rate |
|
Fair Value
|
|||||
Customer interest rate swaps
|
|
$
|
129,252
|
|
|
10.9
|
|
4.03
|
%
|
|
1 Mo. LIBOR + 2.10%
|
|
$
|
(2,345
|
)
|
3rd party interest rate swaps
|
|
(129,252
|
)
|
|
10.9
|
|
4.03
|
%
|
|
1 Mo. LIBOR + 2.10%
|
|
2,345
|
|
||
Interest rate swap (cash flow hedge)
|
|
30,000
|
|
|
4.5
|
|
1.10
|
%
|
|
3 Mo. LIBOR
|
|
1,033
|
|
|
|
Actual
|
|
For Capital
Adequacy Purposes with Capital Conservation Buffer
|
|
To Be Well Capitalized
Under Prompt Corrective
Action Provisions
|
||||||||||||||||
December 31, 2017
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Company
|
|
$
|
589,047
|
|
|
13.40
|
%
|
|
>
$
|
|
406,477
|
|
|
>
9.25%
|
|
|
|
|
N/A
|
|
|
N/A
|
Lakeland
|
|
563,910
|
|
|
12.86
|
%
|
|
|
|
405,552
|
|
|
9.25
|
%
|
|
>
$
|
|
438,435
|
|
|
>
10.00%
|
|
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Company
|
|
$
|
477,453
|
|
|
10.87
|
%
|
|
>
$
|
|
318,590
|
|
|
>
7.25%
|
|
|
|
|
N/A
|
|
|
N/A
|
Lakeland
|
|
525,979
|
|
|
12.00
|
%
|
|
|
|
317,865
|
|
|
7.25
|
%
|
|
>
$
|
|
350,748
|
|
|
>
8.00%
|
|
Common equity Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Company
|
|
$
|
447,453
|
|
|
10.18
|
%
|
|
>
$
|
|
252,675
|
|
|
>
5.75%
|
|
|
|
|
N/A
|
|
|
N/A
|
Lakeland
|
|
525,979
|
|
|
12.00
|
%
|
|
|
|
252,100
|
|
|
5.75
|
%
|
|
>
$
|
|
284,983
|
|
|
>
6.50%
|
|
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Company
|
|
$
|
477,453
|
|
|
9.12
|
%
|
|
>
$
|
|
209,431
|
|
|
>
4.00%
|
|
|
|
|
N/A
|
|
|
N/A
|
Lakeland
|
|
525,979
|
|
|
10.06
|
%
|
|
|
|
209,239
|
|
|
4.00
|
%
|
|
>
$
|
|
261,548
|
|
|
>
5.00%
|
|
|
Actual
|
|
For Capital
Adequacy Purposes with Capital Conservation Buffer
|
|
To Be Well Capitalized Under
Prompt Corrective Action
Provisions
|
||||||||||||||||
December 31, 2016
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Company
|
|
$
|
549,391
|
|
|
13.48
|
%
|
|
>
$
|
|
351,431
|
|
|
>
8.625%
|
|
|
|
|
N/A
|
|
|
N/A
|
Lakeland
|
|
530,458
|
|
|
13.03
|
%
|
|
|
|
350,996
|
|
|
8.625
|
%
|
|
>
$
|
|
406,952
|
|
|
>
10.00
|
|
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Company
|
|
$
|
442,124
|
|
|
10.85
|
%
|
|
>
$
|
|
269,940
|
|
|
>
6.625%
|
|
|
|
|
N/A
|
|
|
N/A
|
Lakeland
|
|
496,737
|
|
|
12.21
|
%
|
|
|
|
269,605
|
|
|
6.625
|
%
|
|
>
$
|
|
325,561
|
|
|
>
8.00
|
|
Common equity Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Company
|
|
$
|
412,124
|
|
|
10.11
|
%
|
|
>
$
|
|
208,821
|
|
|
>
5.125%
|
|
|
|
|
N/A
|
|
|
N/A
|
Lakeland
|
|
496,737
|
|
|
12.21
|
%
|
|
|
|
208,563
|
|
|
5.125
|
%
|
|
>
$
|
|
264,519
|
|
|
>
6.50
|
|
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Company
|
|
$
|
442,124
|
|
|
9.07
|
%
|
|
>
$
|
|
194,927
|
|
|
>
4.00%
|
|
|
|
|
N/A
|
|
|
N/A
|
Lakeland
|
|
496,737
|
|
|
10.21
|
%
|
|
|
|
194,691
|
|
|
4.00
|
%
|
|
>
$
|
|
243,364
|
|
|
>
5.00
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands)
|
||||||
ASSETS
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
17,695
|
|
|
$
|
11,675
|
|
Investment securities, available for sale
|
|
5,158
|
|
|
7,757
|
|
||
Investment securities, held to maturity
|
|
1,000
|
|
|
1,000
|
|
||
Investment in subsidiaries
|
|
659,180
|
|
|
631,500
|
|
||
Other assets
|
|
6,013
|
|
|
5,018
|
|
||
TOTAL ASSETS
|
|
$
|
689,046
|
|
|
$
|
656,950
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Other liabilities
|
|
$
|
1,022
|
|
|
$
|
2,122
|
|
Subordinated debentures
|
|
104,902
|
|
|
104,784
|
|
||
Total stockholders’ equity
|
|
583,122
|
|
|
550,044
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
689,046
|
|
|
$
|
656,950
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
INCOME
|
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
|
$
|
26,665
|
|
|
$
|
20,687
|
|
|
$
|
23,376
|
|
Other income
|
|
2,750
|
|
|
199
|
|
|
1,987
|
|
|||
TOTAL INCOME
|
|
29,415
|
|
|
20,886
|
|
|
25,363
|
|
|||
EXPENSE
|
|
|
|
|
|
|
||||||
Interest on subordinated debentures
|
|
5,091
|
|
|
2,171
|
|
|
1,009
|
|
|||
Noninterest expenses
|
|
377
|
|
|
442
|
|
|
605
|
|
|||
TOTAL EXPENSE
|
|
5,468
|
|
|
2,613
|
|
|
1,614
|
|
|||
Income before (benefit) provision for income taxes
|
|
23,947
|
|
|
18,273
|
|
|
23,749
|
|
|||
Income taxes (benefit) provision
|
|
(2,018
|
)
|
|
(845
|
)
|
|
67
|
|
|||
Income before equity in undistributed income of subsidiaries
|
|
25,965
|
|
|
19,118
|
|
|
23,682
|
|
|||
Equity in undistributed income of subsidiaries
|
|
26,615
|
|
|
22,400
|
|
|
8,799
|
|
|||
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
|
|
$
|
52,580
|
|
|
$
|
41,518
|
|
|
$
|
32,481
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
52,580
|
|
|
$
|
41,518
|
|
|
$
|
32,481
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Gain on securities
|
|
(2,539
|
)
|
|
—
|
|
|
(29
|
)
|
|||
Amortization of subordinated debt costs
|
|
118
|
|
|
30
|
|
|
—
|
|
|||
Gain on early extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(1,830
|
)
|
|||
Excess tax benefits
|
|
587
|
|
|
—
|
|
|
—
|
|
|||
(Increase) decrease in other assets
|
|
(1,927
|
)
|
|
(922
|
)
|
|
3,861
|
|
|||
(Decrease) increase in other liabilities
|
|
(17
|
)
|
|
1,010
|
|
|
176
|
|
|||
Equity in undistributed income of subsidiaries
|
|
(26,615
|
)
|
|
(22,400
|
)
|
|
(8,799
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
22,187
|
|
|
19,236
|
|
|
25,860
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net cash used in acquisition
|
|
—
|
|
|
(5,356
|
)
|
|
—
|
|
|||
Purchases of available for sale securities
|
|
(79
|
)
|
|
(62
|
)
|
|
(56
|
)
|
|||
Purchases of held to maturity securities
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|||
Proceeds from sale of available for sale securities
|
|
3,217
|
|
|
—
|
|
|
29
|
|
|||
Contribution to subsidiary
|
|
—
|
|
|
(124,373
|
)
|
|
—
|
|
|||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
|
3,138
|
|
|
(129,791
|
)
|
|
(1,027
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Cash dividends paid on common stock
|
|
(18,853
|
)
|
|
(16,007
|
)
|
|
(12,586
|
)
|
|||
Proceeds from issuance of common stock, net
|
|
—
|
|
|
48,678
|
|
|
22
|
|
|||
Proceeds from issuance of subordinated debt, net
|
|
—
|
|
|
73,516
|
|
|
—
|
|
|||
Redemption of subordinated debentures, net
|
|
—
|
|
|
—
|
|
|
(8,170
|
)
|
|||
Retirement of restricted stock
|
|
(773
|
)
|
|
(206
|
)
|
|
(254
|
)
|
|||
Excess tax benefits
|
|
—
|
|
|
43
|
|
|
59
|
|
|||
Exercise of stock options
|
|
321
|
|
|
285
|
|
|
124
|
|
|||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
|
|
(19,305
|
)
|
|
106,309
|
|
|
(20,805
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
6,020
|
|
|
(4,246
|
)
|
|
4,028
|
|
|||
Cash and cash equivalents, beginning of year
|
|
11,675
|
|
|
15,921
|
|
|
11,893
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
|
$
|
17,695
|
|
|
$
|
11,675
|
|
|
$
|
15,921
|
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the board of directors of the Company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
/s/ KPMG LLP
|
|
|
|
|
Short Hills, New Jersey
February 28, 2018
|
|
|
|
|
Plan Category
|
|
(a)
Number Of
Securities To Be
Issued Upon
Exercise Of
Outstanding
Options, Warrants
and Rights
|
|
(b)
Weighted-Average
Exercise Price Of
Outstanding Options,
Warrants and Rights
|
|
(c)
Number Of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected In Column (a))
|
||||
Equity Compensation Plans Approved by Shareholders
|
|
372,156
|
|
|
$
|
8.89
|
|
|
1,266,067
|
|
Equity Compensation Plans Not Approved by Shareholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
TOTAL
|
|
372,156
|
|
|
$
|
8.89
|
|
|
1,266,067
|
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
|
|
|
3.4
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
10.1
+
|
10.2
+
|
|
|
|
10.3
+
|
|
|
|
10.4
+
|
|
|
|
10.5
+
|
|
|
|
10.6
+
|
|
|
|
10.7
+
|
|
|
|
10.8
+
|
|
|
|
10.9
+
|
|
|
|
10.10
+
|
|
|
|
10.11
+
|
|
|
|
10.12
+
|
|
|
|
10.13
+
|
|
|
|
10.14
+
|
10.15
+
|
|
|
|
10.16
+
|
|
|
|
10.17
+
|
|
|
|
10.18
+
|
|
|
|
10.19
+
|
|
|
|
10.20
+
|
|
|
|
10.21
+
|
|
|
|
10.22
+
|
|
|
|
10.23
+
|
|
|
|
10.24
+
|
|
|
|
10.25
+
|
|
|
|
10.26
+
|
|
|
|
10.27
+
|
|
|
|
10.28
+
|
|
10.29
|
|
|
|
10.30
+
|
|
|
|
10.31
+
|
|
|
|
12.1
|
|
|
|
21.1
|
|
|
|
23.1
|
|
|
|
24.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
LAKELAND BANCORP, INC.
|
||
|
|
|
|
|||
Dated: February 28, 2018
|
|
|
|
By:
|
|
/s/ Thomas J. Shara
|
|
|
|
|
|
|
Thomas J. Shara
|
|
|
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
||
/s/ Bruce D. Bohuny*
|
|
Director
|
|
February 28, 2018
|
Bruce D. Bohuny
|
|
|
|
|
|
|
|
||
/s/ Mary Ann Deacon*
|
|
Director
|
|
February 28, 2018
|
Mary Ann Deacon
|
|
|
|
|
|
|
|
||
/s/ Edward B. Deutsch*
|
|
Director
|
|
February 28, 2018
|
Edward B. Deutsch
|
|
|
|
|
|
|
|
||
/s/ Brian Flynn*
|
|
Director
|
|
February 28, 2018
|
Brian Flynn
|
|
|
|
|
|
|
|
||
/s/ Mark J. Fredericks*
|
|
Director
|
|
February 28, 2018
|
Mark J. Fredericks
|
|
|
|
|
|
|
|
||
/s/ Janeth C. Hendershot*
|
|
Director
|
|
February 28, 2018
|
Janeth C. Hendershot
|
|
|
|
|
|
|
|
||
/s/ Lawrence R. Inserra, Jr.*
|
|
Director
|
|
February 28, 2018
|
Lawrence R. Inserra, Jr.
|
|
|
|
|
|
|
|
||
/s/ Thomas J. Marino*
|
|
Director
|
|
February 28, 2018
|
Thomas J. Marino
|
|
|
|
|
|
|
|
||
/s/ Robert E. McCracken*
|
|
Director
|
|
February 28, 2018
|
Robert E. McCracken
|
|
|
|
|
|
|
|
||
/s/ Robert B. Nicholson, III*
|
|
Director
|
|
February 28, 2018
|
Robert B. Nicholson, III
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
||
/s/ Joseph P. O’Dowd*
|
|
Director
|
|
February 28, 2018
|
Joseph P. O’Dowd
|
|
|
|
|
/s/ Thomas J. Shara
|
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 28, 2018
|
Thomas J. Shara
|
|
|
||
|
|
|
|
|
/s/ Stephen R. Tilton, Sr.*
|
|
Director
|
|
February 28, 2018
|
Stephen R. Tilton, Sr.
|
|
|
|
|
|
|
|
|
|
/s/ Thomas Splaine
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 28, 2018
|
Thomas Splaine
|
|
|
|
|
*By:
|
|
/s/ Thomas J. Shara
|
|
|
|
February 28, 2018
|
|
|
Thomas J. Shara
Attorney-in-Fact
|
|
|
|
|
(i)
|
Management Committee Purpose
. The Management Committee is hereby authorized by each of the parties to be responsible for the following:
|
(A)
|
general oversight of Fiserv’s performance of the Services, including, without limitation review of SLA reports;
|
(B)
|
general oversight of the Fiserv / Client relationship;
|
(C)
|
review of Fiserv’s product roadmaps, including new releases, new modules, inventory of available products and services including published message sets for Communicator Advantage, and potential for Client to participate as a beta test or to be an early adopter;
|
(D)
|
review of Client business objectives in relation to Deliverables; and
|
(E)
|
escalation and review of potential disputes or operational issues arising under the Agreement;
|
(ii)
|
Management Committee Meetings
. The Management Committee will meet at least quarterly (or such other frequency as agreed between the parties) at a designated site or by conference call or video conference, as may be agreed by the members of the Management Committee.
|
(iii)
|
Management Committee Direction
. Decisions of the Management Committee will be made by consensus and shall binding on the parties only when such decisions are in writing and signed by all Management Committee members of both Client and Fiserv.
|
1.
|
Except for changes Fiserv makes to maintain the functionality of the Deliverables in accordance with Federal law provided to Fiserv clients using the same Deliverable, Fiserv may charge Client for Client’s share (allocated pro-rata among those number of clients receiving the change) of direct Fiserv costs of maintaining regulatory compliance as required by Section 7(a)(iv) below and/or meeting relevant third party standards (such as PCI-SSC’s Payment Card Industry Data Security Standard).
|
2.
|
If Client desires a change in the manner in which the Deliverables must be provided or performed as a result of Client’s interpretation of a federal law or regulation or an implementation of a Deliverable with respect to state law or state regulations (a “Regulatory Change”), Client shall request such change in writing. If a Regulatory Change is included in the Deliverables for Fiserv’s clients generally that receive the applicable Deliverable to which the Regulatory Change relates, such change will be provided to Client without additional charge. If the Regulatory Change is not provided to Fiserv’s clients generally without additional charge, Fiserv shall consider Client’s request to develop the Regulatory Change and if the Regulatory Change is so developed, shall allocate the development fees pro-rata among the number of clients receiving the change, including Client. If Regulatory Change is not a change Fiserv is making for the client base other than Client, then the parties agree such changes will be customizations requested by Client and will be provided by Fiserv upon execution of an applicable statement of work setting forth such changes and payment of the rates applicable for such services.
|
(i)
|
“
Client Information
” means the following types of information of Client and its Affiliates obtained or accessed by Fiserv from or on behalf of Client or its Affiliates in connection with this Agreement or any discussions
|
(ii)
|
“
Consumer Information
”
means any record about an individual, whether in paper, electronic, or other form, that is a consumer report or is derived from a consumer report. Consumer information also includes a compilation of such records. Consumer information does not include information that does not identify individuals, such as aggregate information or blind data. For purposes of this definition, “consumer report” has the meaning as defined in Fair Credit Reporting Act, 15 U.S.C. 1681 et seq., as such law is amended from time to time.
|
(iii)
|
“
Personal Information
”
means any nonpublic information that can be identified to a particular person that is submitted by Client to Fiserv or received by Fiserv on behalf of Client. Personal Information includes without limitation an individual’s name, address or telephone number, in conjunction with the individual’s Social Security number, driver’s license number, account number, credit or debit card number, or personal identification number or password that would permit access to an account of the individual, including any combination of information that would allow a person to log onto or access an account of the individual, such as user name and password or password and account number.
|
(iv)
|
“
Fiserv Information
” means the following types of information of Fiserv and its Affiliates obtained or accessed by Client from or on behalf of Fiserv or its Affiliates in connection with this Agreement or any discussions between the parties regarding potential acquisitions or new services and products to be added to this Agreement: (A) trade secrets and proprietary information (including that of any Fiserv client, supplier, or licensor); (B) client lists, business plans, information security plans, business continuity plans, all information and documentation regarding the Deliverables, all software Products (including software modifications and documentation, databases, training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein), and the terms and conditions of this Agreement; (C) any personally identifiable information, defined as information that can identified to a particular person without unreasonable effort, such as the names and social security numbers of Fiserv employees; and (D) any other information and data received from or on behalf of Fiserv or its Affiliates that Client could reasonably be expected to know is confidential.
|
(v)
|
“
Information
” means Client Information and/or Fiserv Information, as applicable. No obligation of confidentiality applies to any Information that: (A) the receiving entity (“
Recipient
”) already possesses without obligation of confidentiality, develops independently without reference to Information of the disclosing entity
|
(vi)
|
“
Security Breach
:
means,
|
i.
|
Confidentiality
. Recipient agrees to hold as confidential all Information it receives from the Discloser. All Information shall remain the property of Discloser or its suppliers and licensors. Recipient will use the same care and discretion to avoid disclosure of Information as it uses with its own similar information that it does not wish disclosed, but in no event less than a reasonable standard of care and no less than is required by law. Recipient may only use Information for the lawful purposes contemplated by this Agreement, including in the case of Fiserv use of Client Information for fulfilling its obligations under this Agreement, performing, improving and enhancing the Deliverables, and developing data analytics models to produce analytics-based offerings. Client agrees that prior to providing Fiserv access to any Client PII, Client shall ensure that any necessary consent has been obtained that is required by law or regulation for Fiserv to access the information and to use it pursuant to the terms set forth in this Agreement. Fiserv specifically agrees not to use or disclose any “non-public personal information” about Client’s customers in any manner prohibited by Title V of the Gramm-Leach-Bliley Act or the regulations issued thereunder (“
GLB
”), as applicable to Fiserv. Recipient may disclose Information to: (A) its employees and employees of permitted subcontractors and Affiliates who have a need to know; (B) its attorneys and accountants as necessary in the ordinary course of its business; and (C) any other person with Discloser’s prior written consent. Before disclosure to any of the above persons, Recipient will have a written agreement with (or in the case of clause (B) a professional obligation of confidentiality from) such person sufficient to require that person to treat Information in accordance with the requirements of this Agreement, and Recipient will remain responsible for any breach of this Section 3 by any of the above person. Fiserv as Recipient may also disclose Client Information to third party vendors designated by Client.
|
ii.
|
Required Disclosure
. Recipient may disclose Information to the extent required by law or legal process, provided that: (A) Recipient gives Discloser prompt notice, if legally permissible, so that Discloser may seek a protective order; (B) Recipient reasonably cooperates with Discloser (at Discloser’s expense) in seeking such protective order; and (C) all Information shall remain subject to the terms of this Agreement in the event of such disclosure.
|
iii.
|
Return of Information.
At Recipient’s option, Information will be returned to Discloser or destroyed and rendered unrecoverable (except as may be contained in back-up files created in the ordinary course of business that are recycled in the ordinary course of business over an approximate 30- to 90-day period or such longer period as required by applicable law) at the termination or expiration of this Agreement or the applicable Exhibit and, upon Discloser’s request, Recipient will certify to Discloser in writing that it has complied with the requirements of this sentence. Recipient acknowledges that any breach of this Section 3 may cause irreparable harm to Discloser for which monetary damages alone may be insufficient, and Recipient therefore acknowledges that Discloser shall have the right to seek injunctive or other equitable relief against such breach or threatened breach, in addition to all other remedies available to it at law or otherwise.
|
iv.
|
Notice of Unauthorized Access
. Recipient agrees that it shall have its authorized representative notify Discloser within two business days upon becoming aware of any incident of unauthorized access to any
|
(i)
|
Fiserv shall fully cooperate with Client in rectifying such disclosure, including providing Client with all necessary information Client needs in notifying all affected Client customers. Client shall reasonably determine the content and means of delivery of the customer notice using the most cost-effective means of communication under the circumstances.
|
(ii)
|
Subject to Section 7, Fiserv will bear all direct out-of-pocket costs and expenses of reasonable and legally required remediation to the extent incurred by Client as a result of a Security Breach (“Remediation Costs”). Fiserv acknowledges that, in addition to the above, the foregoing obligation covers the costs directly incurred by Client in notifying affected parties of a Security Breach and purchasing identity theft remediation services including credit monitoring for affected parties up to 12 months and up to 24 months in cases of Security Breach involving Client PII.
|
(iii)
|
Prior to incurring any Remediation Costs, Client will first consult with Fiserv and, when possible, allow Fiserv to perform the relevant service or remedial action that is the basis for the proposed Remediation Cost in lieu of a third party or Client, with the objective of mitigating redundant efforts and third party expenses. In addition, prior to initially incurring Remediation Costs, Client will engage in a good faith discussion with Fiserv regarding the remedial activities Client intends to perform, including a discussion about the activities that Fiserv can provide for Client, all with the objective of mitigating duplicative work and performing remedial action in the most efficient way possible, except for Client’s communications with its customers.
|
4.
|
Infringement Claims.
|
(i)
|
Material Breach
. Either party may, upon written notice to the other, terminate: (A) any Service or Schedule if the other party materially breaches its obligations under that Exhibit or Schedule or under this Agreement with respect to that Service or Schedule; or (B) this Agreement if the other party materially breaches its obligations with respect to the non-breaching party’s Information, including Client’s violation of Section 3 of the Software Products Exhibit; and the breaching party fails to cure such material breach within 60 days, or such other number of days as mutually agreed between the parties, as to a breach under clause (A) and 15 days, or such other number of days as mutually agreed between the parties, as to a breach under clause (B) in either case, following its receipt of written notice stating, with particularity and in reasonable detail, the nature of the claimed breach.
|
(ii)
|
Non-payment
. Except for amounts disputed in good faith pursuant to Section 2(e) of this Agreement, if any invoice remains unpaid by Client 45 days after due, Fiserv may, upon ten (10) days prior written notice to Client during which time client does not cure such payment default, terminate: (A) the Schedule and/or Client’s access to and/or use of Deliverables to which the payment failure relates; or (B) this Agreement if the unpaid amounts constitute a material portion of annual charges due under this Agreement.
|
(iii)
|
Bankruptcy
. Fiserv and Client will each have the right, at its option, to terminate this Agreement (A) upon sixty (60) days written notice to the other party in the event such other party commits an act of bankruptcy or becomes the subject of any proceeding under the Bankruptcy Code and such action or proceeding is not dismissed by the end of such 60-day period, or (B) upon written notice in the event a party becomes insolvent or if any substantial part of a party’s property becomes subject to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency and such action or proceeding is not dismissed by the end of such 60-day period. The foregoing optional termination right shall be limited to the non-breaching and non-debtor party.
|
(i)
|
Commercial General Liability Insurance covering bodily injury, property damage, and including contractual liability coverage, with a combined single limit of $1,000,000 per occurrence and $2,000,000 general aggregate.
|
(ii)
|
Workers Compensation insurance providing coverage pursuant to statutory requirements; and Employer's Liability Insurance with limits of:
|
(iii)
|
Commercial Automobile Liability Insurance with combined bodily Injury and property damage limits of $1,000,000.
|
(iv)
|
Commercial Umbrella Liability Insurance with per occurrence and aggregate limits of $5,000,000, with the liability insurance required under clauses (i), (ii), and (iii) above scheduled as underlying.
|
(v)
|
Commercial Crime Insurance, including, but not limited to Employee Dishonesty and Computer Fraud for the theft of property with limits of $5,000,000 per loss and $10,000,000 in the aggregate. The crime insurance should include coverage for third parties, which shall cover loss of or damage to money, securities, and other property sustained by Client, or for which Client holds for others, committed by an identified Fiserv employee, acting alone or in collusion with other persons.
|
(vi)
|
All-risk property insurance covering Fiserv’s real and personal property at replacement cost value.
|
(vii)
|
Professional Liability and/or Technology Errors and Omissions Liability covering acts, errors and omissions arising out of Fiserv’s performance or failure to perform its services under this Agreement, including but not limited to (a) technology and other professional services and products, (b) media content, (c) network security and privacy breaches, and (d) privacy related regulatory actions, with limits of $10,000,000 per occurrence and in the aggregate. Such insurance shall be maintained in force at all times during the terms of the Agreement and for a period of 2 years thereafter for services completed during the term of the Agreement.
|
(i)
|
Registered or Certified Mail, Return Receipt Requested, postage prepaid; or
|
(ii)
|
nationally recognized overnight courier service to the other party at the addresses listed on page 1 or to such other address or person as a party may designate in writing.
|
1.
|
Master Agreement, dated on or about May27/May 28, 2009, between Fiserv Solutions, Inc. and Lakeland Bank and all related Exhibits, Schedules, Attachments, Appendices and any subsequent Amendments, SOWs or Work Orders;
|
2.
|
Software License Agreement, dated December 30, 2010 between Fiserv Solutions, Inc. and Lakeland Bank and all related Exhibits, Schedules, Attachments, Appendices and any subsequent Amendments, SOWs, or Work Orders;
|
3.
|
E-Commerce Services Agreement, dated November 5, 2010 between Fiserv Solutions, Inc. and Lakeland Bank and related Exhibits, Schedules, Attachments, Appendices and any subsequent Amendments, SOWs, or Work Orders;
|
4.
|
Equipment Sale Agreement, dated January 3, 2011 between Fiserv Solutions, Inc. and Lakeland Bank and all related hardware and software Schedules, Addendums, Appendices and any subsequent Amendments.
|
1.
|
Allpoint Network, Card Issuer Services Agreement, Lakeland Bank – Fiserv Solutions, Inc., dated June 5, 2013 by and among Lakeland Bank, ATM National LLC d/b/a Allpoint and Fiserv Solutions, Inc. and all related Schedules and any subsequent Amendments.
|
2.
|
Confidentiality Agreement by and among, Fiserv Solutions LLC, Diebold Nixdorf, Inc. and Lakeland Bank dated April 11, 2017.
|
3.
|
Amendment regarding Accel network participation to the Master Agreement dated October 31, 2017 to be executed and dated contemporaneously.
|
1.
|
Fees
.
|
(a)
|
Implementation and Initial One-time Fees
|
Implementation of Bundled Services and Deliverables set forth on Attachment 2 to the Fee Exhibit
|
$*****
|
(b)
|
Base Monthly Recurring Fees
- $***** (the
“Bundled Fee”
) each month for the Services listed below and as detailed in Attachment 1 to this Fee Exhibit (the “
Bundled Services
”). Services included in the Deliverables as of the Effective Date but not covered by the Bundled Fee are set forth in section 1(c) below.
|
(c)
|
Separately Priced Services Fees.
For any Services not identified as included in the Bundled Fee, the fees for such Services are on-demand as utilized by Client and as set forth in Attachment 2 to this Fee Exhibit.
|
(d)
|
Flex Credit
. Fiserv agrees to provide Client a
flex credit in the amount of $***** one-time and $***** monthly (“
Flex Credit
”) with respect to the Products and Services to be provided under this Agreement. In addition, Fiserv agrees to provide Client an additional Flex Credit of $***** per month when Fiserv makes Commercial Center Services Available (as defined herein) when Client chooses to implement Commercial Center Services. The Flex Credit may be applied by Client during the initial term of this Agreement against any Fiserv monthly invoice for Products or Services provided under this Agreement, subject to the following: (i) Client shall provide Fiserv’s indicated designee with notice (which may be via email) of Client’s election to use any portion of the Flex Credit; (ii) elimination of any services included in this Agreement as of the Effective Date or a reduction in actual customer or member accounts converted and/or processed could result in a reduction of the total Flex Credit; and (iii) the Flex Credit may not be applied to any third party software or services, out-of-pocket expenses, equipment costs, third party costs, or Taxes. In the event of termination of this Agreement, the ASP Services Exhibit, the Software Products Exhibit, or any Schedule for which all or any portion of the Flex Credit was applied during the initial term; Client will reimburse Fiserv for the prorated amount (based on the number of months in the initial term and the remaining number of months after such termination and an initial Flex Credit amount of $*****) of Flex Credit applied by Client pursuant to this subsection. For clarity, such reimbursement shall be in addition to any applicable termination fee due from Client, and any unused Flex Credit remaining upon expiration of the initial term shall be forfeited by Client.
|
(e)
|
Allocation of Bundled Fees among Deliverables
. Each of the Bundled Services represents a portion of the Bundled Fee. The table below defines what portion of the Bundled Fee is represented by specific Services within the Bundled Services (the “
Bundle Percentage
”). The Bundle Percentage times the Bundled Fee equals the portion of the Bundled Fee applicable to a specific Product or Service. The Bundle Percentage will be used to adjust the Bundle Fees in the event of (a) a partial delivery of services where a Deliverable within the Bundled Services is not deployed by mutual agreement; or (b) partial termination of the Bundled Services where an Early Termination Fee is applicable; or (c) other termination of services as permitted under this Agreement. The parties agree that the Bundle Percentage and Bundled Fee will be adjusted if there are any additions of or terminations of Products or Services included in the Bundled Services (each, a “
Bundle Percentage Change
”). In the event of any Bundle Percentage Change, the proposed Bundle Percentage Change will be presented to Client and upon the parties agreement, negotiated in good faith, the final approved Bundle Percentage Change will be set forth in an amendment hereto executed by both parties, and the change to the Bundled Fee will be implemented on the first day of the next billing cycle.
|
(a)
|
Monthly Fees
. Subject to the Annual Increase as set forth in Section 2(b) of the Agreement, Client shall pay Fiserv the monthly fees set forth herein in accordance with the Agreement on a monthly basis (prorated in the initial month based on when starting) unless otherwise indicated beginning (i) when Fiserv makes the applicable Deliverable Available (as defined herein) or (ii) for any Services related to a third party, beginning the earlier of when Fiserv makes the applicable Deliverable Available to Client or when Fiserv begins being billed by such third party. “
Available
” shall mean the date when (i) each applicable Deliverable is made available in a live production environment after such Deliverable has been tested and meets the applicable acceptance criteria or (ii) such Deliverable is actually used by Client in live production, whichever is the earlier. The parties agree to work in good faith to implement the Deliverables included as of the Effective Date to be made Available together with or before the date the Account Processing Services are made Available provided that in any event Client agrees to implement each Deliverable on or before such mutually agreed date. In the event that the parties mutually agree to delay the Available date of the Account Processing Services, such mutually agreed upon date shall be no later than 45 days from the original Available Date as agreed upon in the SOW for the Initial Professional Services.
|
(b)
|
Initial License Fees
. For any applicable License Fees outside the Bundled Fee, License Fees are due and payable as follows: 50% of the initial License fees as set forth in this Exhibit or any Schedule shall be due and payable in full on the Effective Date, and the remaining 50% of the initial License fees as set forth in this Exhibit or any Schedule shall be due and payable in full no later than the earlier of (i) the date Fiserv makes such Software Available or (ii) 12 months following the Effective Date.
|
(c)
|
Additional License Fees
. For any applicable additional license fees outside the Bundled Fee, Client shall pay additional license fees upon receipt of an invoice that reflects the (i) increase in License Metrics, (ii) effective date of each new Schedule, if and as mutually agreed in writing in such Schedule, or (iii) upon amendment of such Schedule, if and as mutually agreed in writing in such Schedule.
|
(d)
|
Initial Maintenance Fees
. For any applicable Maintenance Fees outside the Bundled Fee, Client shall pay the Maintenance Fees specified in this Exhibit annually in advance beginning on the Effective Date prorated to December 31 of that calendar year, and thereafter on or before January 1
st
for the next calendar year. Maintenance Fees shall be subject to Annual Adjustment as set forth in Section 2(a) the Agreement. Client shall pay additional Maintenance Fees for (i) increases above the License Metrics (ii) delivery of new Software releases, Enhancements (as defined in the Software Products Exhibit), or additions provided by Fiserv at the rates specified in this Fee Exhibit or at rates mutually agreed in writing between the parties if not stated in such Fee Exhibit. In addition, Client shall be entitled to a prorated refund of any applicable Maintenance Fees that have been paid in advance for licensed Software on any agreements, amendments, exhibits or schedules calculated to the date any such Deliverable that is replacing previously licensed Software is made Available.
|
(e)
|
Additional Maintenance Fees
. For any applicable Maintenance Fees outside the Bundled Fee, in addition to the Annual Adjustment, Maintenance Fees may be subject to increase following: (i) changes in License Metrics set forth in the applicable Schedule, (ii) delivery of Enhancements purchased by Client (as defined in the Software Products Exhibit), (iii) Modifications (as defined in the Software Products Exhibit) or additions provided by Fiserv as a result of Client-requested development services as set forth in a SOW (as defined in the Account Processing Services Schedule to the ASP Services Exhibit) mutually agreed by both parties, or (iv) licensing of additional Software. Client shall pay additional maintenance fees under this Section prorated to the anniversary of the current payment date of Maintenance Fees and annually in advance thereafter coterminous with the then current payment date of Maintenance Fees.
|
(f)
|
Intentionally Omitted.
|
(g)
|
Initial Implementation and Conversion Services Fees
. Initial Professional Services Fees shall be due and payable as follows: 50% shall be due and payable on the Effective Date and the remaining 50% of such fees on the date the applicable Professional Services are completed. Any changes in scope requested by Client shall be mutually agreed between the parties in writing before adding the associated scope of work and associated fees at the Professional Service Rates.
|
(h)
|
Subscription Services Fees
. Client shall pay fees for Subscription Services which shall commence on the date on which Subscription Services are first made Available to Client and shall be invoiced from such date to the anniversary of the then-current term and then annually in advance on the anniversary of each term. In addition to the Annual Adjustment, Subscription Services fees may be subject to increase following: changes in accounts processed; asset size; user seats; end user accounts, or other limitations set forth in the Schedule offering Subscription Services or from time to time upon reasonable notice to Client in the event fees are increased by Fiserv’s third party service provider.
|
Acquired Entity or Acquiring Entity Asset Size (prior to combination with Client’s assets)
|
Fees for standard conversion services
|
Less than $*****
|
$*****
|
Above $***** and less than $*****
|
$*****
|
Above $***** and less than $*****
|
$*****
|
Above $*****
|
As mutually agreed to by the parties at such time (provided, however, Fiserv shall have no obligation to provide conversion services until fees for such services are agreed upon and paid).
|
Deconversion during initial term
|
||
Up to ***** Open Accounts
|
***** – ***** Open Accounts
|
***** + Open Accounts
|
$*****
|
$*****
|
$*****
|
1.
|
Implementation of Bundled Services and Deliverables One-Time Fees
|
2.
|
***** Bill Payment and Delivery Services Schedule Fees
|
Monthly Transaction Volume
|
Monthly Processing Fee
|
***** – *****
|
$***** per month
|
***** – *****
|
$***** per month
|
***** – *****
|
$***** per month
|
***** – *****
|
$***** per month
|
***** – *****
|
$***** per month
|
***** – *****
|
$***** per month
|
***** – *****
|
$***** per month
|
***** – *****
|
$***** per month
|
***** – *****
|
$***** per month
|
***** – *****
|
$***** per month
|
3.
|
*****
|
4.
|
Item Processing Services Schedule Fees
|
The above prices are based on prior volume information provided by Client. Actual monthly volumes processed will determine the applicable service fee costs.
|
Applicable state tax will also be included in monthly bill.
|
Travel & expenses not included.
|
5.
|
*****
|
1.1.
|
Bundled Fees do not include additional network connectivity that may be required with Fiserv supported systems.
|
1.2.
|
Future ***** integrations will require additional one-time implementation and/or professional services fees.
|
1.3.
|
Base Package Monthly User Subscription Fees includes those ***** included in base package. Separate ***** pricing will be available for enhanced packages, subject to the mutual agreement of the parties.
|
1.
|
Miscellaneous Fees
:
|
2.1.
|
Fiserv reserves the right to pass through to Client, at Fiserv’s cost, any documented fees or expenses that may be imposed by carriers or other telecommunications services required in the delivery of the ***** to Users (e.g. ***** for certification and program updates to its network).
|
2.2.
|
Changes: To change configured items after initial set-up or to receive additional training, Fiserv’s then current Professional Services Rates will apply.
|
B.
|
Service Level Exclusions
. Fiserv will not be responsible for, and may exclude from the calculation of compliance with any SLA, any failure to meet the SLA if and to the extent that such failure to meet a SLA is caused by any of the following (each a “
Service Level Exclusion
”):
|
1.
|
downtime during Maintenance Windows (as defined for each applicable Deliverable) or downtime during any emergency / preventative maintenance provided advance notice has been given to Client for such downtime (Fiserv will use commercially reasonable efforts to limit its emergency / preventative maintenance downtime to those hours of operation least impacted by customer usage. Emergency / preventative maintenance will be performed during peak on-line processing hours only when required to sustain mission critical functionality (“
Emergency Maintenance
”); Emergency Maintenance shall only be excluded from the calculation of compliance with an SLA to the extent arising from causes outside of Fiserv’s control.
|
2.
|
Actions or inactions of Client or its third-parties (including Client’s customers and any instructions or direction given by Client);
|
3.
|
a Force Majeure Event;
|
4.
|
failure of the data communications carrier lines between Client and Fiserv’s System outside of Fiserv’s control;
|
5.
|
a ‘denial of service’ attack outside of Fiserv’s control; or
|
6.
|
Fiserv’s compliance with any instructions or direction of Client.
|
C.
|
Report
|
1.
|
Except in the event of service or system failures that rise to the level of a breach of the Agreement (e.g., a chronic failure of the Fiserv System, chronic Service failure or repeated outages), the remedies available for intermittent service failures in the ordinary course of business ( including monetary credits with respect to applicable Services) are the exclusive remedies available to Client for Fiserv’s failure to meet any SLA; provided, however, this shall not be construed as a waiver of Client’s rights and remedies available to Client for Fiserv’s breach of this Agreement. IN NO EVENT SHALL SERVICE CREDITS HEREUNDER BE CONSIDERED A PENALTY; RATHER, SUCH SERVICE CREDITS ARE A GENUINE ESTIMATE OF REDUCED VALUE TO CLIENT RESULTING FROM FISERV’S FAILURE TO MEET THE SLA SET FORTH HEREIN, SUCH REDUCED VALUE TO CLIENT BEING DIFFICULT OR IMPOSSIBLE TO CALCULATE IN ADVANCE. Failure to achieve SLAs or Target Performance (as defined for each applicable Service in the applicable Sections of this Exhibit) is not in itself intended to imply, or be construed or interpreted as, breach or negligence on the part of Fiserv in connection with its carrying out its duties and obligations under this Agreement.
|
2.
|
In the event Fiserv does not meet a service level as stated in this Exhibit on any Attachment hereto for either *****, then Client’s sole and exclusive remedy and Fiserv’s entire liability shall be for Client, within ***** days after such non-conformity, to notify Fiserv of such Non-conformities and elect to terminate the specific Schedule without further obligation or liability by written notice to Fiserv (such notice to identify the effective date of termination).
|
3.
|
For purposes of these SLAs, a “
Business Day
” is defined as each day, Monday through Friday, which is not a Federal Reserve holiday. Fiserv shall provide support services during Business Days within the hours noted in Section F below, unless indicated as 24 x 7 in the table below. As part of the implementation services, and as updated from time to time, Fiserv shall provide the applicable support guidelines for Client to report issues for each Service.
|
G.
|
If Fiserv determines, in its reasonable discretion, that any support issues are caused by any action of a Client or its End Users, including without limitation abuse or misuse of the Services, any modification or addition to the Services not authorized or performed by Fiserv or any failure of the Client to maintain its technology or the Services, or any other circumstance outside of Fiserv’s control, then Fiserv reserves the right to charge for any work performed by Fiserv in investigating such problem at Professional Services Rates. Any troubleshooting or assistance requested by a Client in connection with any such problems shall be provided at Fiserv’s sole discretion and at Professional Services Rates.
|
H.
|
Client Support Standards
|
1.
|
Client shall use the referenced telephone number for reporting Severity Level One and Severity Level two Non-conformities in Software (as defined in the Software Products Exhibit) or any issues with availability or errors in the Services (each a “Support Issue”). Client shall use the applicable Fiserv support website / case management tool to report Non-conformities other than Severity Level One and Severity Level Two.
|
2.
|
Technical Support.
Fiserv shall provide technical support for a Support Issue associated with the Software or Modification, respectively, as follows:
|
2.1
|
Definitions:
|
2.1.1
|
“
Communication Update
” shall mean a communication from Fiserv to Client whether verbal or in writing of the current status with regard to in resolving the Service Issue. For clarity, Communication Update need not occur if no change in status has occurred with regard to resolution of the Service Issue unless otherwise mutually agreed between the parties.
|
2.1.2
|
”
Severity Level
” shall mean:
|
a.
|
Severity Level One
: A Non-conformity or Specification Non-conformity that renders the Software inoperable or unavailable.
|
b.
|
Severity Level Two
: A Non-conformity or Specification Non-conformity that causes significant financial or operational impact or impacts a significant number of customer accounts and no cost effective circumvent procedure (a “work around”) is available.
|
d.
|
Severity Level Four
: A Non-conformity that is minor or cosmetic where there is no loss of functionality or performance degradation.
|
e.
|
Severity Level Five
: A Client Inquiry about the Software or a request for project services, such as customization, training, etc.
|
2.2
|
Response and Resolution times.
Fiserv shall use commercially reasonable efforts to adhere to the following Severity Level response/resolution times.
|
2.2.1
|
Severity Level One
: Fiserv and Client shall as soon as reasonably practicable but within no more than 60 minutes assign technical personnel as necessary to any reported Severity Level One and Fiserv and Client will each diligently and continuously utilize its commercially reasonable efforts to correct such Service Issue, correct the Non-conformity/Specification Non-conformity or utilize a circumvent procedure to restore Service or Software operation or availability as soon as reasonably practicable, but in any event within 24
|
2.2.2
|
Severity Level Two
: Upon receiving notice of any Severity Level Two, Fiserv and Client shall promptly assign technical personnel and will each use its commercially reasonable efforts to correct or utilize a circumvent procedure to eliminate the Service Issue or correct the Non-conformity/Specification Non-conformity within 5 Business Days of notice of the issue and identification, replication or reconstruction of the Non-conformity/Specification Non-conformity, and communicate to Client in accordance with the Communication Table below.
|
2.2.3
|
Severity Level Three
: Upon receiving notice of any Severity Level Three, Fiserv and Client shall promptly assign technical personnel and will each use its commercially reasonable efforts to correct or utilize a circumvent procedure to eliminate the Service Issue or Non-conformity/Specification Non-conformity within 15 Business Days of notice of the issue and identification, replication or reconstruction of the Non-conformity/Specification Non-conformity, or within a future maintenance release, whichever is appropriate for the issue, and communicate to Client in accordance with the Communication Table below
|
2.2.4
|
Severity Level Four
: Upon receiving notice of any Severity Level Four, Fiserv and Client will each use its commercially reasonable efforts to correct or utilize a circumvent procedure to eliminate the Non-conformity. Fiserv may deliver a Software code correction in a future base release of the Software that is still open for development changes at the time of identification, isolation, and replication/reconstruction of the Non-conformity.
|
2.2.5
|
Severity Level Five
: Upon receiving a Client Inquiry regarding the Software or applicable functionality, Fiserv will use commercially reasonable efforts to respond.
|
2.2.6
|
With respect to the above, the parties acknowledge that if resolution requires a code fix to be made to the Software, additional time may be necessary than if a code fix is not required.
|
2.3
|
Communication
. In the event Client reports Non-conformity/Specification Non-conformity Fiserv shall use commercially reasonable efforts to provide a Communication Update within the timeframes defined in the Communication Table herein. Escalation of the case may be made to the next level of management within both Fiserv's and Client’s organization if the applicable timeframe defined in Communication Table is not met.
|
2.4
|
Root Cause Analysis
|
2.5
|
Reporting Non-conformities and Support Contacts
|
I.
|
RTO/RPO.
Notwithstanding any SLA listed in this Exhibit, Fiserv will use reasonable efforts to return Services in the event of a Disaster in accordance with the following recovery time objective
|
1.
|
ASP / Processing Services
. The parties shall add individual Schedules to this ASP Services Exhibit for Fiserv’s provision of ASP, processing, or other service bureau Services to Client. The terms of this ASP Services Exhibit shall apply to the Services set forth in Schedules attached to this Exhibit, which are listed below and as may be added by amendment after the Effective Date. If optional services are listed on a Schedule to this Exhibit, such optional services shall become part of the Agreement upon Client’s use of such optional services.
|
(a)
|
Additional Services
.
|
i.
|
New Services
. The parties shall add additional individual Schedules to this ASP Services Exhibit for Fiserv’s provision of any additional ASP, processing, or other service bureau Services required by Client
|
ii.
|
Optional Services
. If optional services are listed on a Schedule to this Exhibit, such optional services shall become part of the Agreement upon Client’s use of such optional services.
|
2.
|
Fiserv System and Client Systems
. Fiserv systems used in the delivery of Services (the “
Fiserv System
”) and Client’s networks and computer systems (“
Client Systems
”) contain information and computer software that are proprietary and confidential information of the respective parties, their suppliers, and licensors. Each party agrees (a) not to attempt to circumvent the devices employed by the other party to prevent unauthorized access thereto, including without limitation modifications, decompiling, disassembling, and reverse engineering thereof and (b) to reasonably maintain its respective systems in order to provide or receive, as applicable, the Deliverables as set forth in the Agreement. The restrictions set forth in this paragraph shall not apply to an Open Source Component to the extent such restrictions conflict with the terms of the applicable Open Source License.
|
3.
|
Fiserv Obligations
.
|
4.
|
Client Obligations.
|
i.
|
Unless otherwise mutually agreed in writing between the parties, Client shall obtain and maintain at its own expense such equipment, including without limitation, telecommunication connections, as may be necessary or appropriate to facilitate the proper use and receipt of the Services. Client shall be responsible for paying for all supplies to be used by Client in connection with the Services.
|
ii.
|
All communication lines, terminals, equipment, computer software, and interface devices required to access the Fiserv System and to transmit and receive data and information between Client’s location(s), Fiserv’s service center(s), and/or other necessary location(s) (collectively, “
Client Equipment
”) are subject to approval by Fiserv and shall be compatible with the Fiserv System. Communication lines between Fiserv service centers shall be Fiserv’s responsibility. Client is responsible for the expense of either procuring Client Equipment from Fiserv or providing Client Equipment itself. Fiserv shall provide Client with a list of compatible equipment and software. Client agrees to pay Fiserv on a time and materials basis at Professional Service Rates for recertification of the Fiserv System resulting from Client’s use of non-compatible Client Equipment. If Fiserv provides such items, Client agrees to pay charges relating to the installation and use of Client Equipment as set forth in the Schedules to this Exhibit.
|
5.
|
Business Continuity / Disaster Recovery
.
|
6.
|
Termination; Deconversion
.
|
i.
|
fails to cure its material breach or fails to pay amounts due, each as set forth in Section 9(b) of the Agreement; or
|
ii.
|
deconverts any significant data from the Fiserv System either without Fiserv’s prior written consent, unless otherwise permitted under the Agreement;
|
7.
|
Additional Fee Provisions
.
|
(i)
|
Client continuing to obtain Maintenance Services from Fiserv, if this requirement is set forth in an Exhibit or SOW; and
|
(ii)
|
any additional limitations as to number of accounts, number of users, asset size, and other matters as specified in each Schedule (collectively referred to as “
License Metrics
”).
|
(i)
|
An unlimited number of test versions separate from archive, back-up, or emergency restart,
|
(ii)
|
for archive, back-up, or emergency restart purposes or to replace copy made on defective media.
|
(i)
|
makes or distributes unauthorized Software copies or derivations; or
|
(ii)
|
uses Software at an unlicensed location or in violation of the License Metrics; or
|
(iii)
|
discloses the Software or any part thereof to any third party without Fiserv's prior written consent;
|
(i)
|
Client must promptly inform Fiserv of the emergency or disaster (but in no event later than five (5) days following the commencement of such use),
|
(ii)
|
Client must stop using such copy promptly after the Computer System and facility affected by the emergency or disaster is restored, and
|
(iii)
|
the copy or original is destroyed or returned to the Location or Archive Site when the malfunction is corrected.
|
(i)
|
assuring a proper Computer System configuration, and
|
(ii)
|
following generally accepted banking industry procedures for the security of data, accuracy of input and output, and back-up plans, including restart and recovery in the event of hardware or software error or malfunction.
|
(i)
|
The Third Party Software modules set forth in the Schedules are hereby provided to Client in exchange for Client’s payment of the corresponding fees.
|
(ii)
|
Use of Third Party Software shall be restricted to use as part of the Software System.
|
(iii)
|
Client shall not remove or modify any program markings or notices of any third party provider’s, or its licensors’, proprietary rights
|
(iv)
|
Third Party Software is provided “as is”, by Fiserv and any responsibility of any Third Party Software owners shall be as set forth in any End User License Agreement, or similar type agreement, if any, between Client
|
(v)
|
Publication of benchmark tests of Third Party Software is permitted only in a writing signed by an authorized officer of Fiserv and the Third Party Software owner.
|
(vi)
|
Third Party Software owners are hereby designated as third party beneficiaries of this Subsection 3. h) of this Exhibit as it relates to their Third Party Software. Fiserv agrees to pass through to Client any Third Party Software warranties provided by the applicable Third Party Software owner, to the extent Fiserv is able to do so without negatively impacting or diminishing its contractual rights with such Third Party Software owner.
|
(vii)
|
A. Except as otherwise set forth in a Schedule to this Exhibit, Fiserv shall not provide maintenance services with respect to Third Party Software.
|
(i)
|
Unlimited telephone support during normal business hours to Client’s employees duly trained in the Use of the Software.
|
(ii)
|
Software program fixes or workarounds with respect to Non-conformities will be provided in accordance with any SLA Exhibit in any Schedule, following receipt of applicable notice from Client. Client agrees to provide Fiserv with reasonable assistance and information in connection therewith.
|
(iii)
|
Updates will be provided to Client and shall be installed by Client within the time frame specified by Fiserv. Training for Updates may be offered to Client at Professional Service Rates.
|
(i)
|
Client shall pay Fiserv monthly as incurred for the work performed by Fiserv in investigating the Non-Fiserv Problem on a time and materials basis at Professional Service Rates, and
|
(ii)
|
At Client’s request, Fiserv shall advise Client whether Fiserv can correct or assist in resolving such Non-Fiserv Problem, and the terms (including estimated fees) under which Fiserv shall undertake the same. Upon acceptance by Client, Fiserv shall correct or assist in resolving the Non-Fiserv Problem in accordance with such terms, and Client shall pay Fiserv monthly as incurred for such work on a time and materials basis at Professional Service Rates.
|
(i)
|
total number of Software System copies and Documentation related thereto;
|
(ii)
|
total number and location of workstations and servers on which the Software System is installed, operated, or accessed; and
|
(iii)
|
total number of accounts, users, or other measurement of Software System use for the licensing restrictions set forth in the applicable Schedule.
|
(i)
|
change to the Software by Client or any Third Party engaged by Client,
|
(ii)
|
use of the Software in combination with non-Fiserv provided software, or by incorrect Use, or
|
(iii)
|
if the Software does not perform because data communication is interrupted.
|
1.
|
LICENSE AND LICENSE FEES.
|
2.
|
MAINTENANCE SERVICES.
|
3.
|
ADDITIONAL TERMS AND CONDITIONS.
|
ADDITIONAL TERMS:
|
Previously Licensed Software
: Software designated as “previously licensed” programs have been previously licensed by Client. This Schedule is intended to supersede the parties’ (or their applicable Affiliates’) existing license agreement(s) for such Software programs. However, nothing in this Schedule or the Agreement will renew or extend any warranty or acceptance period for such previously licensed Software. The Maintenance Fees shown in this table for such Software will be applied incrementally based on current annual Maintenance Fees already paid by Client, if applicable. Fiserv will invoice Client on a pro rata basis for such incremental fees such that Client will not be double invoiced for any Maintenance Fees already paid for the current year’s Maintenance Services for any overlapping portion of the current annual period.
|
*****
|
Third Party Programs
. For any licenses designated as “Third Party Software” above, such modules are licensed as Third Party Software programs. Furthermore, Client understands and agrees that the Software licensed under the Schedule may also contain certain third party code included with the Software (collectively, “
Third Party Programs
”). Use of such Third Party Programs (and Third Party Software licensed hereunder, if any) is limited solely to use in connection with the associated Software licensed under the Schedule and is subject to any additional limitations set forth herein or in any applicable Third Party Terms Addendum hereto specific to such Third Party Programs. In the event of a conflict between such additional terms and conditions and other terms of the Schedule or the Agreement, the additional terms and conditions shall control; provided however, to the extent comparable provisions in the Schedule or the Agreement are more restrictive than those set forth in these additional terms and conditions, the more restrictive provisions shall control. If Fiserv’s agreement with the applicable third party provider terminates, Fiserv may terminate the Schedule or the applicable portions thereof which rely on the applicable Third Party Program(s) (and/or Third Party Software); provided, however, that Fiserv will notify Client of any such termination as soon as commercially practicable, and Fiserv will attempt to offer Client a reasonable alternative solution, on mutually agreed upon terms, if commercially practicable.
|
|
LAKELAND BANCORP, INC.
|
|
/s/ Thomas J. Shara
|
|
Thomas J. Shara
|
|
President and Chief Executive Officer
|
|
LAKELAND BANK
|
|
/s/ Thomas J. Shara
|
|
Thomas J. Shara
|
|
President and Chief Executive Officer
|
|
|
|
/s/ Ellen Lalwani
|
|
Ellen Lalwani
|
|
Executive
|
|
LAKELAND BANCORP, INC.
|
|
/s/ Thomas J. Shara
|
|
Thomas J. Shara
|
|
President and Chief Executive Officer
|
|
LAKELAND BANK
|
|
/s/ Thomas J. Shara
|
|
Thomas J. Shara
|
|
President and Chief Executive Officer
|
|
|
|
/s/ John F. Rath
|
|
John F. Rath
|
|
Executive
|
Ratio of earnings to fixed charges
|
|
Year ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before taxes
|
|
$
|
80,049
|
|
|
$
|
62,839
|
|
|
$
|
48,648
|
|
|
$
|
46,288
|
|
|
$
|
37,419
|
|
Fixed charges excluding deposits and preferred stock dividends:
|
|
9,403
|
|
|
8,206
|
|
|
6,015
|
|
|
4,764
|
|
|
4,402
|
|
|||||
Subtotal
|
|
89,452
|
|
|
71,045
|
|
|
54,663
|
|
|
51,052
|
|
|
41,821
|
|
|||||
Interest on deposits
|
|
16,600
|
|
|
10,512
|
|
|
5,755
|
|
|
5,064
|
|
|
6,089
|
|
|||||
Total
|
|
$
|
106,052
|
|
|
$
|
81,557
|
|
|
$
|
60,418
|
|
|
$
|
56,116
|
|
|
$
|
47,910
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest excluding deposits
|
|
$
|
8,366
|
|
|
$
|
7,135
|
|
|
$
|
5,118
|
|
|
$
|
3,873
|
|
|
$
|
3,568
|
|
Interest component on rentals*
|
|
1,037
|
|
|
1,071
|
|
|
897
|
|
|
891
|
|
|
834
|
|
|||||
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Subtotal
|
|
9,403
|
|
|
8,206
|
|
|
6,015
|
|
|
4,764
|
|
|
4,402
|
|
|||||
Interest on deposits
|
|
16,600
|
|
|
10,512
|
|
|
5,755
|
|
|
5,064
|
|
|
6,089
|
|
|||||
Total
|
|
$
|
26,003
|
|
|
$
|
18,718
|
|
|
$
|
11,770
|
|
|
$
|
9,828
|
|
|
$
|
10,491
|
|
Ratio of earnings to fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Excluding interest on deposits
|
|
9.51
|
|
|
8.66
|
|
|
9.09
|
|
|
10.72
|
|
|
9.50
|
|
|||||
Including interest on deposits
|
|
4.08
|
|
|
4.36
|
|
|
5.13
|
|
|
5.71
|
|
|
4.57
|
|
*
|
Interest component on rentals estimated to be one-third of rentals.
|
|
|
|
Name
|
|
Jurisdiction of Incorporation
|
|
|
|
Lakeland Bank
|
|
New Jersey chartered bank
|
|
|
|
Lakeland NJ Investment Corporation
|
|
New Jersey
|
(wholly owned subsidiary of Lakeland Bank)
|
|
|
|
|
|
Lakeland Investment Corporation
|
|
Delaware
|
(wholly owned subsidiary of Lakeland NJ Investment Corporation)
|
|
|
|
|
|
Lakeland Equity, Inc.
|
|
Delaware
|
(wholly owned subsidiary of Lakeland Investment Corporation)
|
|
|
|
|
|
Lakeland Preferred Equity, Inc.
|
|
New Jersey
|
(wholly owned subsidiary of Lakeland Equity, Inc.)
|
|
|
|
|
|
NBSC Holdings, Inc.
|
|
New Jersey
|
(wholly owned subsidiary of Lakeland Bank)
|
|
|
|
|
|
NBSC Properties, Inc.
|
|
New Jersey
|
(wholly owned subsidiary of Lakeland Bank)
|
|
|
|
|
|
Lakeland Bancorp Capital Trust II
|
|
Delaware
|
|
|
|
Lakeland Bancorp Capital Trust IV
|
|
Delaware
|
|
|
|
Somerset Hills Investment Holdings Inc.
|
|
New Jersey
|
(wholly owned subsidiary of Lakeland Bank)
|
|
|
|
|
|
Lakeland Title Group LLC
|
|
New Jersey
|
(50% owned by Lakeland Bank)
|
|
|
|
|
|
Lakeland Wealth Management Services LLC
|
|
New Jersey
|
(wholly owned subsidiary of Lakeland Bank)
|
|
|
|
|
|
Sullivan Financial Services Inc.
|
|
New Jersey
|
(wholly owned subsidiary of Lakeland Bank)
|
|
|
|
|
|
|
|
The Board of Directors
Lakeland Bancorp, Inc.:
We consent to the incorporation by reference in the registration statements of Lakeland Bancorp, Inc. and subsidiaries (the Company) on Form S-3 (File No. 333-214441, effective December 23, 2016) and on Forms S-8 (File No. 333-189059, effective June 3, 2013; File No. 333-159664, effective June 2, 2009; File No. 333-125616, effective June 8, 2005; and File No. 333-34296, effective April 7, 2000) of the Company of our reports dated February 28, 2018, with respect to the consolidated balance sheets of the Company as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2017, which reports appear in the December 31, 2017 annual report on Form 10‑K of the Company.
.
|
||
/s/ KPMG LLP
|
|
|
Short Hills, New Jersey, February 28, 2018
|
|
|
Signatures
|
|
Title
|
|
|
|
/s/ Bruce D. Bohuny
|
|
Director
|
Bruce D. Bohuny
|
|
|
|
|
|
/s/ Mary Ann Deacon
|
|
Director
|
Mary Ann Deacon
|
|
|
|
|
|
/s/ Edward B. Deutsch
|
|
Director
|
Edward B. Deutsch
|
|
|
|
|
|
/s/ Brian Flynn
|
|
Director
|
Brian Flynn
|
|
|
|
|
|
/s/ Mark J. Fredericks
|
|
Director
|
Mark J. Fredericks
|
|
|
|
|
|
/s/ Janeth C. Hendershot
|
|
Director
|
Janeth C. Hendershot
|
|
|
|
|
|
/s/ Lawrence R. Inserra, Jr.
|
|
Director
|
Lawrence R. Inserra, Jr.
|
|
|
|
|
|
/s/ Thomas J. Marino
|
|
Director
|
Thomas J. Marino
|
|
|
|
|
|
/s/ Robert E. McCracken
|
|
Director
|
Robert E. McCracken
|
|
|
|
|
|
/s/ Robert B. Nicholson, III
|
|
Director
|
Robert B. Nicholson, III
|
|
|
|
|
|
/s/ Joseph P. ODowd
|
|
Director
|
Joseph P. ODowd
|
|
|
|
|
|
/s/ Thomas J. Shara
|
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
Thomas J. Shara
|
|
|
|
|
|
/s/ Stephen R. Tilton, Sr.
|
|
Director
|
Stephen R. Tilton, Sr.
|
|
|
|
|
|
/s/ Thomas Splaine
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
Thomas Splaine
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Lakeland Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Thomas J. Shara
|
|
Thomas J. Shara
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of Lakeland Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Thomas F. Splaine, Jr.
|
|
Thomas F. Splaine, Jr.
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and consolidated results of operations of the Company for the periods presented.
|
By:
|
/s/ Thomas J. Shara
|
|
|
Thomas J. Shara
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ Thomas F. Splaine, Jr.
|
|
|
Thomas F. Splaine, Jr.
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|