For the quarterly period ended
|
|
March 31, 2019
|
|
OR
|
|
Commission file number
|
000-17820
|
|
New Jersey
|
22-2953275
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
250 Oak Ridge Road, Oak Ridge, New Jersey
|
07438
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
(973) 697-2000
|
|
(Registrant’s telephone number, including area code)
|
|
|
|
(Former name, former address and former fiscal year, if changed since last report.)
|
Title of each class
|
Trading Symbol
|
Name of exchange on which registered
|
Common Stock, no par value
|
LBAI
|
The NASDAQ Stock Market
|
|
|
PAGE
|
|
|
|
|
|
|
|
||
|
|
|
|
Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018
|
|
|
Consolidated Statements of Income for the Three Months Ended March 31, 2019 and 2018 (unaudited)
|
|
|
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2019 and 2018 (unaudited)
|
|
|
Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2019 and 2018 (unaudited)
|
|
|
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018(unaudited)
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(unaudited)
|
|
|||||
ASSETS
|
(dollars in thousands)
|
||||||
|
|
|
|
||||
Cash
|
$
|
205,322
|
|
|
$
|
205,199
|
|
Interest-bearing deposits due from banks
|
21,037
|
|
|
3,400
|
|
||
Total cash and cash equivalents
|
226,359
|
|
|
208,599
|
|
||
Investment securities available for sale, at fair value
|
659,238
|
|
|
638,618
|
|
||
Equity securities, at fair value
|
15,232
|
|
|
15,921
|
|
||
Investment securities held to maturity; fair value of $158,219 at March 31, 2019 and $150,932 at December 31, 2018
|
159,308
|
|
|
153,646
|
|
||
Federal Home Loan Bank and other membership bank stock, at cost
|
16,951
|
|
|
13,301
|
|
||
Loans, net of deferred costs (fees)
|
4,921,391
|
|
|
4,456,733
|
|
||
Less: allowance for loan losses
|
37,979
|
|
|
37,688
|
|
||
Net loans
|
4,883,412
|
|
|
4,419,045
|
|
||
Loans held for sale
|
600
|
|
|
1,113
|
|
||
Premises and equipment, net
|
51,703
|
|
|
49,175
|
|
||
Operating lease right-of-use assets
|
19,239
|
|
|
—
|
|
||
Accrued interest receivable
|
17,515
|
|
|
16,114
|
|
||
Goodwill
|
154,153
|
|
|
136,433
|
|
||
Other identifiable intangible assets
|
5,192
|
|
|
1,768
|
|
||
Bank owned life insurance
|
110,430
|
|
|
110,052
|
|
||
Other assets
|
45,731
|
|
|
42,308
|
|
||
TOTAL ASSETS
|
$
|
6,365,063
|
|
|
$
|
5,806,093
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing
|
$
|
1,071,890
|
|
|
$
|
950,218
|
|
Savings and interest-bearing transaction accounts
|
3,046,322
|
|
|
2,913,414
|
|
||
Time deposits $250 thousand and under
|
753,126
|
|
|
589,737
|
|
||
Time deposits over $250 thousand
|
193,246
|
|
|
167,301
|
|
||
Total deposits
|
5,064,584
|
|
|
4,620,670
|
|
||
Federal funds purchased and securities sold under agreements to repurchase
|
261,266
|
|
|
233,905
|
|
||
Other borrowings
|
175,783
|
|
|
181,118
|
|
||
Subordinated debentures
|
118,193
|
|
|
105,027
|
|
||
Operating lease liabilities
|
20,823
|
|
|
—
|
|
||
Other liabilities
|
43,071
|
|
|
41,634
|
|
||
TOTAL LIABILITIES
|
5,683,720
|
|
|
5,182,354
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Common stock, no par value; authorized shares, 100,000,000 at March 31, 2019 and December 31, 2018; issued shares, 50,435,663 at March 31, 2019 and 47,486,250 at December 31, 2018
|
558,245
|
|
|
514,703
|
|
||
Retained earnings
|
126,787
|
|
|
116,874
|
|
||
Accumulated other comprehensive loss
|
(3,689
|
)
|
|
(7,838
|
)
|
||
TOTAL STOCKHOLDERS’ EQUITY
|
681,343
|
|
|
623,739
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
6,365,063
|
|
|
$
|
5,806,093
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands, except per share data)
|
||||||
INTEREST INCOME
|
|
|
|
||||
Loans and fees
|
$
|
57,642
|
|
|
$
|
45,544
|
|
Federal funds sold and interest-bearing deposits with banks
|
254
|
|
|
166
|
|
||
Taxable investment securities and other
|
4,873
|
|
|
3,992
|
|
||
Tax-exempt investment securities
|
408
|
|
|
443
|
|
||
TOTAL INTEREST INCOME
|
63,177
|
|
|
50,145
|
|
||
INTEREST EXPENSE
|
|
|
|
||||
Deposits
|
11,497
|
|
|
5,755
|
|
||
Federal funds purchased and securities sold under agreements to repurchase
|
608
|
|
|
134
|
|
||
Other borrowings
|
2,466
|
|
|
2,020
|
|
||
TOTAL INTEREST EXPENSE
|
14,571
|
|
|
7,909
|
|
||
NET INTEREST INCOME
|
48,606
|
|
|
42,236
|
|
||
Provision for loan losses
|
508
|
|
|
1,284
|
|
||
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
|
48,098
|
|
|
40,952
|
|
||
NONINTEREST INCOME
|
|
|
|
||||
Service charges on deposit accounts
|
2,573
|
|
|
2,611
|
|
||
Commissions and fees
|
1,412
|
|
|
1,272
|
|
||
Income on bank owned life insurance
|
683
|
|
|
719
|
|
||
Gain (loss) on equity securities
|
353
|
|
|
(18
|
)
|
||
Gains on sales of loans
|
371
|
|
|
246
|
|
||
Other income
|
331
|
|
|
504
|
|
||
TOTAL NONINTEREST INCOME
|
5,723
|
|
|
5,334
|
|
||
NONINTEREST EXPENSE
|
|
|
|
||||
Salaries and employee benefits
|
19,231
|
|
|
16,861
|
|
||
Net occupancy expense
|
2,954
|
|
|
2,738
|
|
||
Furniture and equipment
|
2,116
|
|
|
2,206
|
|
||
FDIC insurance expense
|
450
|
|
|
425
|
|
||
Stationery, supplies and postage
|
447
|
|
|
416
|
|
||
Marketing expense
|
469
|
|
|
361
|
|
||
Data processing expense
|
1,327
|
|
|
466
|
|
||
Telecommunications expense
|
493
|
|
|
421
|
|
||
ATM and debit card expense
|
602
|
|
|
510
|
|
||
Core deposit intangible amortization
|
304
|
|
|
157
|
|
||
Other real estate and repossessed asset expense
|
86
|
|
|
46
|
|
||
Merger related expenses
|
2,860
|
|
|
—
|
|
||
Other expenses
|
2,645
|
|
|
2,530
|
|
||
TOTAL NONINTEREST EXPENSE
|
33,984
|
|
|
27,137
|
|
||
Income before provision for income taxes
|
19,837
|
|
|
19,149
|
|
||
Provision for income taxes
|
4,211
|
|
|
3,894
|
|
||
NET INCOME
|
$
|
15,626
|
|
|
$
|
15,255
|
|
PER SHARE OF COMMON STOCK
|
|
|
|
||||
Basic earnings
|
$
|
0.31
|
|
|
$
|
0.32
|
|
Diluted earnings
|
$
|
0.31
|
|
|
$
|
0.32
|
|
Dividends
|
$
|
0.115
|
|
|
$
|
0.100
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
NET INCOME
|
$
|
15,626
|
|
|
$
|
15,255
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
|
|
|
|
||||
Unrealized gains (losses) on securities available for sale
|
4,363
|
|
|
(5,732
|
)
|
||
Unrealized (losses) gains on derivatives
|
(214
|
)
|
|
283
|
|
||
Other comprehensive income (loss)
|
4,149
|
|
|
(5,449
|
)
|
||
TOTAL COMPREHENSIVE INCOME
|
$
|
19,775
|
|
|
$
|
9,806
|
|
|
Common
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
At January 1, 2018
|
$
|
512,734
|
|
|
$
|
72,737
|
|
|
$
|
(2,349
|
)
|
|
$
|
583,122
|
|
Cumulative adjustment for adoption of ASU 2016-01
|
—
|
|
|
2,043
|
|
|
(2,043
|
)
|
|
—
|
|
||||
January 1, 2018, as adjusted
|
512,734
|
|
|
74,780
|
|
|
(4,392
|
)
|
|
583,122
|
|
||||
Net income
|
—
|
|
|
15,255
|
|
|
—
|
|
|
15,255
|
|
||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
(5,449
|
)
|
|
(5,449
|
)
|
||||
Stock based compensation
|
994
|
|
|
—
|
|
|
—
|
|
|
994
|
|
||||
Exercise of stock options
|
248
|
|
|
—
|
|
|
—
|
|
|
248
|
|
||||
Retirement of restricted stock
|
(744
|
)
|
|
—
|
|
|
—
|
|
|
(744
|
)
|
||||
Cash dividends, common stock
|
—
|
|
|
(4,778
|
)
|
|
—
|
|
|
(4,778
|
)
|
||||
At March 31, 2018
|
$
|
513,232
|
|
|
$
|
85,257
|
|
|
$
|
(9,841
|
)
|
|
$
|
588,648
|
|
|
|
|
|
|
|
|
|
||||||||
At January 1, 2019
|
$
|
514,703
|
|
|
$
|
116,874
|
|
|
$
|
(7,838
|
)
|
|
$
|
623,739
|
|
Cumulative adjustment for adoption of ASU 842
|
—
|
|
|
125
|
|
|
—
|
|
|
125
|
|
||||
January 1, 2019, as adjusted
|
514,703
|
|
|
116,999
|
|
|
(7,838
|
)
|
|
623,864
|
|
||||
Net income
|
—
|
|
|
15,626
|
|
|
—
|
|
|
15,626
|
|
||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
4,149
|
|
|
4,149
|
|
||||
Stock based compensation
|
696
|
|
|
—
|
|
|
—
|
|
|
696
|
|
||||
Issuance of stock for Highlands acquisition
|
43,417
|
|
|
—
|
|
|
—
|
|
|
43,417
|
|
||||
Retirement of restricted stock
|
(571
|
)
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
||||
Cash dividends, common stock
|
—
|
|
|
(5,838
|
)
|
|
—
|
|
|
(5,838
|
)
|
||||
At March 31, 2019
|
$
|
558,245
|
|
|
$
|
126,787
|
|
|
$
|
(3,689
|
)
|
|
$
|
681,343
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
15,626
|
|
|
$
|
15,255
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Net amortization of premiums, discounts and deferred loan fees and costs
|
497
|
|
|
1,250
|
|
||
Depreciation and amortization
|
2,138
|
|
|
1,323
|
|
||
Amortization of intangible assets
|
304
|
|
|
157
|
|
||
Amortization of operating lease right-of-use assets
|
652
|
|
|
—
|
|
||
Provision for loan losses
|
508
|
|
|
1,284
|
|
||
Loans originated for sale
|
(8,931
|
)
|
|
(8,473
|
)
|
||
Proceeds from sales of loans held for sale
|
10,928
|
|
|
9,175
|
|
||
Change in market value of equity securities
|
(353
|
)
|
|
18
|
|
||
Gains on sales of loans held for sale
|
(371
|
)
|
|
(246
|
)
|
||
Gains on other real estate and other repossessed assets
|
(36
|
)
|
|
(25
|
)
|
||
Losses on sales of premises and equipment
|
85
|
|
|
—
|
|
||
Stock-based compensation
|
696
|
|
|
994
|
|
||
Excess tax benefits
|
131
|
|
|
298
|
|
||
Increase in other assets
|
(2,590
|
)
|
|
(2,388
|
)
|
||
Increase in other liabilities
|
959
|
|
|
1,262
|
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
20,243
|
|
|
19,884
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Net cash acquired in acquisitions
|
13,454
|
|
|
—
|
|
||
Proceeds from repayments and maturities of available for sale securities
|
42,074
|
|
|
20,928
|
|
||
Proceeds from repayments and maturities of held to maturity securities
|
4,153
|
|
|
5,820
|
|
||
Proceeds from sales of equity securities
|
1,138
|
|
|
—
|
|
||
Purchase of available for sale securities
|
(36,085
|
)
|
|
(24,589
|
)
|
||
Purchase of held to maturity securities
|
(8,510
|
)
|
|
(18,461
|
)
|
||
Purchase of equity securities
|
(95
|
)
|
|
(326
|
)
|
||
Proceeds from redemptions of Federal Home Loan Bank stock
|
25,792
|
|
|
688
|
|
||
Purchases of Federal Home Loan Bank stock
|
(27,675
|
)
|
|
—
|
|
||
Net increase in loans
|
(38,506
|
)
|
|
(73,247
|
)
|
||
Proceeds from sales of other real estate and repossessed assets
|
253
|
|
|
145
|
|
||
Proceeds from dispositions and sales of premises and equipment
|
953
|
|
|
—
|
|
||
Purchases of premises and equipment
|
(1,793
|
)
|
|
(1,354
|
)
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
(24,847
|
)
|
|
(90,396
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Net increase in deposits
|
34,545
|
|
|
79,339
|
|
||
Increase in federal funds purchased and securities sold under agreements to repurchase
|
27,361
|
|
|
1,549
|
|
||
Repayments of other borrowings
|
(33,133
|
)
|
|
(15,000
|
)
|
||
Exercise of stock options
|
—
|
|
|
248
|
|
||
Retirement of restricted stock
|
(571
|
)
|
|
(744
|
)
|
||
Dividends paid
|
(5,838
|
)
|
|
(4,778
|
)
|
||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
22,364
|
|
|
60,614
|
|
||
Net increase (decrease) in cash and cash equivalents
|
17,760
|
|
|
(9,898
|
)
|
||
Cash and cash equivalents, beginning of period
|
$
|
208,599
|
|
|
142,933
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
226,359
|
|
|
$
|
133,035
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
||||
Cash paid during the period for income taxes
|
$
|
230
|
|
|
$
|
2,046
|
|
Cash paid during the period for interest
|
13,001
|
|
|
6,716
|
|
||
Transfer of loans into other repossessed assets and other real estate owned
|
102
|
|
|
669
|
|
||
Initial recognition of operating lease right-of-use assets
|
18,651
|
|
|
—
|
|
||
Initial recognition of operating lease liabilities
|
20,203
|
|
|
—
|
|
||
Acquisitions:
|
|
|
|
||||
Non-cash assets acquired:
|
|
|
|
||||
Federal Home Loan Bank stock
|
1,767
|
|
|
—
|
|
||
Investment securities available for sale
|
22,734
|
|
|
—
|
|
||
Loans, including loans held for sale
|
428,072
|
|
|
—
|
|
||
Goodwill and other intangible assets, net
|
21,448
|
|
|
—
|
|
||
Other assets
|
8,602
|
|
|
—
|
|
||
Total non-cash assets acquired
|
482,623
|
|
|
—
|
|
||
Liabilities assumed:
|
|
|
|
||||
Deposits
|
409,638
|
|
|
—
|
|
||
Other borrowings
|
40,957
|
|
|
—
|
|
||
Other liabilities
|
2,065
|
|
|
—
|
|
||
Total liabilities assumed
|
452,660
|
|
|
—
|
|
||
Common stock issued and fair value of stock options converted to Lakeland Bancorp stock options
|
43,417
|
|
|
—
|
|
|
Pro Forma
|
|
Pro Forma
|
||||
(in thousands)
|
March 31, 2019
|
|
March 31, 2018
|
||||
Net interest income
|
$
|
48,753
|
|
|
$
|
46,787
|
|
Provision for loan losses
|
508
|
|
|
1,382
|
|
||
Noninterest income
|
5,694
|
|
|
6,198
|
|
||
Noninterest expense
|
31,205
|
|
|
30,501
|
|
||
Net income
|
17,784
|
|
|
16,687
|
|
||
Earnings per share:
|
|
|
|
||||
Fully diluted
|
$
|
0.35
|
|
|
$
|
0.33
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Deposit Related Fees and Charges
|
|
|
|
||||
Debit card interchange income
|
$
|
1,218
|
|
|
$
|
1,118
|
|
Overdraft charges
|
996
|
|
|
1,109
|
|
||
ATM service charges
|
184
|
|
|
190
|
|
||
Demand deposit fees and charges
|
143
|
|
|
158
|
|
||
Savings service charges
|
32
|
|
|
36
|
|
||
Total
|
2,573
|
|
|
2,611
|
|
||
Commissions and Fees
|
|
|
|
||||
Loan fees
|
348
|
|
|
322
|
|
||
Wire transfer charges
|
267
|
|
|
248
|
|
||
Investment services income
|
352
|
|
|
228
|
|
||
Merchant fees
|
184
|
|
|
216
|
|
||
Commissions from sales of checks
|
103
|
|
|
108
|
|
||
Safe deposit income
|
91
|
|
|
84
|
|
||
Other income
|
61
|
|
|
63
|
|
||
Total
|
1,406
|
|
|
1,269
|
|
||
Gains on Sale of Loans
|
371
|
|
|
246
|
|
||
Other Income
|
|
|
|
||||
Gains on customer swap transactions
|
199
|
|
|
332
|
|
||
Title insurance income
|
90
|
|
|
49
|
|
||
Other income
|
61
|
|
|
97
|
|
||
Total
|
350
|
|
|
478
|
|
||
Revenue not from contracts with customers
|
1,023
|
|
|
730
|
|
||
Total Noninterest Income
|
5,723
|
|
|
5,334
|
|
||
Timing of Revenue Recognition
|
|
|
|
||||
Products and services transferred at a point in time
|
4,681
|
|
|
4,585
|
|
||
Products and services transferred over time
|
19
|
|
|
19
|
|
||
Revenue not from contracts with customers
|
1,023
|
|
|
730
|
|
||
Total Noninterest Income
|
$
|
5,723
|
|
|
$
|
5,334
|
|
|
For the Three Months Ended March 31,
|
||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net income available to common shareholders
|
$
|
15,626
|
|
|
$
|
15,255
|
|
Less: earnings allocated to participating securities
|
141
|
|
|
141
|
|
||
Net income allocated to common shareholders
|
$
|
15,485
|
|
|
$
|
15,114
|
|
Weighted average number of common shares outstanding - basic
|
50,275
|
|
|
47,503
|
|
||
Share-based plans
|
167
|
|
|
233
|
|
||
Weighted average number of common shares outstanding - diluted
|
50,442
|
|
|
47,736
|
|
||
Basic earnings per share
|
$
|
0.31
|
|
|
$
|
0.32
|
|
Diluted earnings per share
|
$
|
0.31
|
|
|
$
|
0.32
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
(in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury and U.S. government agencies
|
$
|
141,088
|
|
|
$
|
94
|
|
|
$
|
(1,601
|
)
|
|
$
|
139,581
|
|
|
$
|
143,495
|
|
|
$
|
—
|
|
|
$
|
(2,568
|
)
|
|
$
|
140,927
|
|
Mortgage-backed securities, residential
|
442,358
|
|
|
1,473
|
|
|
(5,204
|
)
|
|
438,627
|
|
|
434,208
|
|
|
779
|
|
|
(8,843
|
)
|
|
426,144
|
|
||||||||
Mortgage-backed securities, multifamily
|
30,956
|
|
|
135
|
|
|
(82
|
)
|
|
31,009
|
|
|
21,087
|
|
|
67
|
|
|
(204
|
)
|
|
20,950
|
|
||||||||
Obligations of states and political subdivisions
|
44,850
|
|
|
362
|
|
|
(195
|
)
|
|
45,017
|
|
|
45,951
|
|
|
140
|
|
|
(586
|
)
|
|
45,505
|
|
||||||||
Debt securities
|
5,000
|
|
|
4
|
|
|
—
|
|
|
5,004
|
|
|
5,000
|
|
|
92
|
|
|
—
|
|
|
5,092
|
|
||||||||
|
$
|
664,252
|
|
|
$
|
2,068
|
|
|
$
|
(7,082
|
)
|
|
$
|
659,238
|
|
|
$
|
649,741
|
|
|
$
|
1,078
|
|
|
$
|
(12,201
|
)
|
|
$
|
638,618
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
(in thousands)
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
HELD TO MATURITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. government agencies
|
$
|
32,461
|
|
|
$
|
—
|
|
|
$
|
(360
|
)
|
|
$
|
32,101
|
|
|
$
|
33,025
|
|
|
$
|
—
|
|
|
$
|
(677
|
)
|
|
$
|
32,348
|
|
Mortgage-backed securities, residential
|
82,070
|
|
|
246
|
|
|
(1,033
|
)
|
|
81,283
|
|
|
75,859
|
|
|
169
|
|
|
(1,838
|
)
|
|
74,190
|
|
||||||||
Mortgage-backed securities, multifamily
|
1,827
|
|
|
—
|
|
|
(19
|
)
|
|
1,808
|
|
|
1,853
|
|
|
—
|
|
|
(35
|
)
|
|
1,818
|
|
||||||||
Obligations of states and political subdivisions
|
36,450
|
|
|
274
|
|
|
(127
|
)
|
|
36,597
|
|
|
37,909
|
|
|
113
|
|
|
(328
|
)
|
|
37,694
|
|
||||||||
Debt securities
|
6,500
|
|
|
—
|
|
|
(70
|
)
|
|
6,430
|
|
|
5,000
|
|
|
—
|
|
|
(118
|
)
|
|
4,882
|
|
||||||||
|
$
|
159,308
|
|
|
$
|
520
|
|
|
$
|
(1,609
|
)
|
|
$
|
158,219
|
|
|
$
|
153,646
|
|
|
$
|
282
|
|
|
$
|
(2,996
|
)
|
|
$
|
150,932
|
|
|
Available for Sale
|
|
Held to Maturity
|
||||||||||||
(in thousands)
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Due in one year or less
|
$
|
24,755
|
|
|
$
|
24,636
|
|
|
$
|
5,924
|
|
|
$
|
5,929
|
|
Due after one year through five years
|
116,056
|
|
|
115,089
|
|
|
42,423
|
|
|
42,361
|
|
||||
Due after five years through ten years
|
32,550
|
|
|
32,602
|
|
|
24,379
|
|
|
24,144
|
|
||||
Due after ten years
|
17,577
|
|
|
17,275
|
|
|
2,685
|
|
|
2,694
|
|
||||
|
190,938
|
|
|
189,602
|
|
|
75,411
|
|
|
75,128
|
|
||||
Mortgage-backed securities
|
473,314
|
|
|
469,636
|
|
|
83,897
|
|
|
83,091
|
|
||||
Total securities
|
$
|
664,252
|
|
|
$
|
659,238
|
|
|
$
|
159,308
|
|
|
$
|
158,219
|
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|||||||||||||||||||||
(dollars in thousands)
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses |
|
Number of
Securities
|
|
Fair Value
|
|
Unrealized
Losses |
|||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. Treasury and U.S. government agencies
|
$
|
12,112
|
|
|
$
|
78
|
|
|
$
|
116,126
|
|
|
$
|
1,523
|
|
|
25
|
|
|
$
|
128,238
|
|
|
$
|
1,601
|
|
Mortgage-backed securities, residential
|
719
|
|
|
1
|
|
|
289,307
|
|
|
5,203
|
|
|
126
|
|
|
290,026
|
|
|
5,204
|
|
||||||
Mortgage-backed securities, multifamily
|
4,979
|
|
|
9
|
|
|
12,993
|
|
|
73
|
|
|
4
|
|
|
17,972
|
|
|
82
|
|
||||||
Obligations of states and political subdivisions
|
—
|
|
|
—
|
|
|
16,088
|
|
|
195
|
|
|
30
|
|
|
16,088
|
|
|
195
|
|
||||||
|
$
|
17,810
|
|
|
$
|
88
|
|
|
$
|
434,514
|
|
|
$
|
6,994
|
|
|
185
|
|
|
$
|
452,324
|
|
|
$
|
7,082
|
|
HELD TO MATURITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. government agencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,101
|
|
|
$
|
360
|
|
|
6
|
|
|
$
|
32,101
|
|
|
$
|
360
|
|
Mortgage-backed securities, residential
|
9,012
|
|
|
27
|
|
|
47,210
|
|
|
1,006
|
|
|
31
|
|
|
56,222
|
|
|
1,033
|
|
||||||
Mortgage-backed securities, multifamily
|
—
|
|
|
—
|
|
|
1,808
|
|
|
19
|
|
|
2
|
|
|
1,808
|
|
|
19
|
|
||||||
Obligations of states and political subdivisions
|
—
|
|
|
—
|
|
|
8,222
|
|
|
127
|
|
|
7
|
|
|
8,222
|
|
|
127
|
|
||||||
Debt securities
|
3,930
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3,930
|
|
|
70
|
|
||||||
|
$
|
12,942
|
|
|
$
|
97
|
|
|
$
|
89,341
|
|
|
$
|
1,512
|
|
|
47
|
|
|
$
|
102,283
|
|
|
$
|
1,609
|
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|||||||||||||||||||||
(dollars in thousands)
|
Fair Value
|
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
|
Number of
Securities |
|
Fair Value
|
|
Unrealized
Losses |
|||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. Treasury and U.S. government agencies
|
$
|
20,588
|
|
|
$
|
216
|
|
|
$
|
120,338
|
|
|
$
|
2,352
|
|
|
27
|
|
|
$
|
140,926
|
|
|
$
|
2,568
|
|
Mortgage-backed securities, residential
|
10,119
|
|
|
58
|
|
|
316,851
|
|
|
8,785
|
|
|
139
|
|
|
326,970
|
|
|
8,843
|
|
||||||
Mortgage-backed securities, multifamily
|
1,977
|
|
|
2
|
|
|
12,911
|
|
|
202
|
|
|
4
|
|
|
14,888
|
|
|
204
|
|
||||||
Obligations of states and political subdivisions
|
1,289
|
|
|
2
|
|
|
26,522
|
|
|
584
|
|
|
50
|
|
|
27,811
|
|
|
586
|
|
||||||
|
$
|
33,973
|
|
|
$
|
278
|
|
|
$
|
476,622
|
|
|
$
|
11,923
|
|
|
220
|
|
|
$
|
510,595
|
|
|
$
|
12,201
|
|
HELD TO MATURITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. government agencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,348
|
|
|
$
|
677
|
|
|
6
|
|
|
$
|
32,348
|
|
|
$
|
677
|
|
Mortgage-backed securities, residential
|
8,325
|
|
|
59
|
|
|
53,761
|
|
|
1,779
|
|
|
36
|
|
|
62,086
|
|
|
1,838
|
|
||||||
Mortgage-backed securities, multifamily
|
—
|
|
|
—
|
|
|
1,818
|
|
|
35
|
|
|
2
|
|
|
1,818
|
|
|
35
|
|
||||||
Obligations of states and political subdivisions
|
1,764
|
|
|
8
|
|
|
15,580
|
|
|
320
|
|
|
27
|
|
|
17,344
|
|
|
328
|
|
||||||
Debt securities
|
3,882
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3,882
|
|
|
118
|
|
||||||
|
$
|
13,971
|
|
|
$
|
185
|
|
|
$
|
103,507
|
|
|
$
|
2,811
|
|
|
72
|
|
|
$
|
117,478
|
|
|
$
|
2,996
|
|
•
|
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.
|
(in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Commercial, secured by real estate
|
$
|
3,436,550
|
|
|
$
|
3,057,779
|
|
Commercial, industrial and other
|
389,230
|
|
|
336,735
|
|
||
Equipment finance
|
90,791
|
|
|
87,925
|
|
||
Real estate - residential mortgage
|
335,290
|
|
|
329,854
|
|
||
Real estate - construction
|
332,995
|
|
|
319,545
|
|
||
Home equity and consumer
|
339,815
|
|
|
328,609
|
|
||
Total loans
|
4,924,671
|
|
|
4,460,447
|
|
||
Less: deferred fees
|
(3,280
|
)
|
|
(3,714
|
)
|
||
Loans, net of deferred fees
|
$
|
4,921,391
|
|
|
$
|
4,456,733
|
|
|
For the Three Months Ended
|
||||||
(in thousands)
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
|
|
|
||||
Balance, beginning of period
|
$
|
81
|
|
|
$
|
129
|
|
Acquisitions
|
1,420
|
|
|
—
|
|
||
Accretion
|
(193
|
)
|
|
(44
|
)
|
||
Net reclassification non-accretable difference
|
30
|
|
|
28
|
|
||
Balance, end of period
|
$
|
1,338
|
|
|
$
|
113
|
|
(in thousands)
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Commercial, secured by real estate
|
$
|
9,817
|
|
|
$
|
7,192
|
|
Commercial, industrial and other
|
2,202
|
|
|
1,019
|
|
||
Equipment finance
|
383
|
|
|
501
|
|
||
Real estate - residential mortgage
|
1,740
|
|
|
1,986
|
|
||
Home equity and consumer
|
1,581
|
|
|
1,432
|
|
||
Total non-accrual loans
|
$
|
15,723
|
|
|
$
|
12,130
|
|
Other real estate and other repossessed assets
|
715
|
|
|
830
|
|
||
TOTAL NON-PERFORMING ASSETS
|
$
|
16,438
|
|
|
$
|
12,960
|
|
Troubled debt restructurings, still accruing
|
$
|
6,352
|
|
|
$
|
9,293
|
|
(in thousands)
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
Greater Than 89 Days Past Due
|
|
Total Past Due
|
|
Current
|
|
Total Loans
|
|
Recorded Investment Greater than 89 Days and Still Accruing
|
||||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial, secured by real estate
|
$
|
14,944
|
|
|
$
|
3,060
|
|
|
$
|
3,913
|
|
|
$
|
21,917
|
|
|
$
|
3,414,633
|
|
|
$
|
3,436,550
|
|
|
$
|
—
|
|
Commercial, industrial and other
|
1,084
|
|
|
220
|
|
|
377
|
|
|
1,681
|
|
|
387,549
|
|
|
389,230
|
|
|
—
|
|
|||||||
Equipment finance
|
358
|
|
|
210
|
|
|
383
|
|
|
951
|
|
|
89,840
|
|
|
90,791
|
|
|
—
|
|
|||||||
Real estate - residential mortgage
|
2,406
|
|
|
—
|
|
|
1,146
|
|
|
3,552
|
|
|
331,738
|
|
|
335,290
|
|
|
—
|
|
|||||||
Real estate - construction
|
—
|
|
|
—
|
|
|
3,423
|
|
|
3,423
|
|
|
329,572
|
|
|
332,995
|
|
|
—
|
|
|||||||
Home equity and consumer
|
1,845
|
|
|
365
|
|
|
1,297
|
|
|
3,507
|
|
|
336,308
|
|
|
339,815
|
|
|
78
|
|
|||||||
|
$
|
20,637
|
|
|
$
|
3,855
|
|
|
$
|
10,539
|
|
|
$
|
35,031
|
|
|
$
|
4,889,640
|
|
|
$
|
4,924,671
|
|
|
$
|
78
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial, secured by real estate
|
$
|
1,477
|
|
|
$
|
639
|
|
|
$
|
2,237
|
|
|
$
|
4,353
|
|
|
$
|
3,053,426
|
|
|
$
|
3,057,779
|
|
|
$
|
—
|
|
Commercial, industrial and other
|
173
|
|
|
243
|
|
|
750
|
|
|
1,166
|
|
|
335,569
|
|
|
336,735
|
|
|
—
|
|
|||||||
Equipment finance
|
533
|
|
|
13
|
|
|
501
|
|
|
1,047
|
|
|
86,878
|
|
|
87,925
|
|
|
—
|
|
|||||||
Real estate - residential mortgage
|
743
|
|
|
111
|
|
|
1,776
|
|
|
2,630
|
|
|
327,224
|
|
|
329,854
|
|
|
—
|
|
|||||||
Real estate - construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
319,545
|
|
|
319,545
|
|
|
—
|
|
|||||||
Home equity and consumer
|
1,917
|
|
|
216
|
|
|
850
|
|
|
2,983
|
|
|
325,626
|
|
|
328,609
|
|
|
—
|
|
|||||||
|
$
|
4,843
|
|
|
$
|
1,222
|
|
|
$
|
6,114
|
|
|
$
|
12,179
|
|
|
$
|
4,448,268
|
|
|
$
|
4,460,447
|
|
|
$
|
—
|
|
(in thousands)
|
Recorded
Investment in
Impaired Loans
|
|
Contractual
Unpaid
Principal
Balance
|
|
Specific
Allowance
|
|
Average
Investment in
Impaired Loans
|
|
Interest
Income
Recognized
|
||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans without specific allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
$
|
12,188
|
|
|
$
|
12,883
|
|
|
$
|
—
|
|
|
$
|
8,878
|
|
|
$
|
52
|
|
Commercial, industrial and other
|
2,309
|
|
|
2,633
|
|
|
—
|
|
|
1,142
|
|
|
4
|
|
|||||
Equipment finance
|
301
|
|
|
597
|
|
|
—
|
|
|
301
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate - construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Home equity and consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loans with specific allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
3,797
|
|
|
4,070
|
|
|
229
|
|
|
6,642
|
|
|
72
|
|
|||||
Commercial, industrial and other
|
200
|
|
|
199
|
|
|
8
|
|
|
199
|
|
|
3
|
|
|||||
Equipment finance
|
26
|
|
|
26
|
|
|
12
|
|
|
26
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
715
|
|
|
875
|
|
|
4
|
|
|
718
|
|
|
5
|
|
|||||
Real estate - construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Home equity and consumer
|
700
|
|
|
741
|
|
|
6
|
|
|
697
|
|
|
8
|
|
|||||
Total:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
$
|
15,985
|
|
|
$
|
16,953
|
|
|
$
|
229
|
|
|
$
|
15,520
|
|
|
$
|
124
|
|
Commercial, industrial and other
|
2,509
|
|
|
2,832
|
|
|
8
|
|
|
1,341
|
|
|
7
|
|
|||||
Equipment finance
|
327
|
|
|
623
|
|
|
12
|
|
|
327
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
715
|
|
|
875
|
|
|
4
|
|
|
718
|
|
|
5
|
|
|||||
Real estate - construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Home equity and consumer
|
700
|
|
|
741
|
|
|
6
|
|
|
697
|
|
|
8
|
|
|||||
|
$
|
20,236
|
|
|
$
|
22,024
|
|
|
$
|
259
|
|
|
$
|
18,603
|
|
|
$
|
144
|
|
(in thousands)
|
Recorded
Investment in Impaired Loans |
|
Contractual
Unpaid Principal Balance |
|
Specific
Allowance |
|
Average
Investment in Impaired Loans |
|
Interest
Income Recognized |
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans without specific allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
$
|
9,284
|
|
|
$
|
9,829
|
|
|
—
|
|
|
$
|
7,369
|
|
|
$
|
188
|
|
|
Commercial, industrial and other
|
1,151
|
|
|
1,449
|
|
|
—
|
|
|
1,834
|
|
|
19
|
|
|||||
Equipment finance
|
301
|
|
|
597
|
|
|
—
|
|
|
376
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
242
|
|
|
4
|
|
|||||
Real estate - construction
|
—
|
|
|
—
|
|
|
—
|
|
|
726
|
|
|
—
|
|
|||||
Home equity and consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loans with specific allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
7,270
|
|
|
7,597
|
|
|
307
|
|
|
7,594
|
|
|
317
|
|
|||||
Commercial, industrial and other
|
209
|
|
|
209
|
|
|
7
|
|
|
209
|
|
|
12
|
|
|||||
Equipment finance
|
30
|
|
|
30
|
|
|
14
|
|
|
19
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
730
|
|
|
884
|
|
|
4
|
|
|
745
|
|
|
20
|
|
|||||
Real estate - construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Home equity and consumer
|
727
|
|
|
765
|
|
|
6
|
|
|
898
|
|
|
32
|
|
|||||
Total:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
$
|
16,554
|
|
|
$
|
17,426
|
|
|
$
|
307
|
|
|
$
|
14,963
|
|
|
$
|
505
|
|
Commercial, industrial and other
|
1,360
|
|
|
1,658
|
|
|
7
|
|
|
2,043
|
|
|
31
|
|
|||||
Equipment finance
|
331
|
|
|
627
|
|
|
14
|
|
|
395
|
|
|
—
|
|
|||||
Real estate - residential mortgage
|
730
|
|
|
884
|
|
|
4
|
|
|
987
|
|
|
24
|
|
|||||
Real estate - construction
|
—
|
|
|
—
|
|
|
—
|
|
|
726
|
|
|
—
|
|
|||||
Home equity and consumer
|
727
|
|
|
765
|
|
|
6
|
|
|
898
|
|
|
32
|
|
|||||
|
$
|
19,702
|
|
|
$
|
21,360
|
|
|
$
|
338
|
|
|
$
|
20,012
|
|
|
$
|
592
|
|
March 31, 2019
|
Commercial,
Secured by
Real Estate
|
|
Commercial,
Industrial
and Other
|
|
Real Estate -
Construction
|
||||||
RISK RATING
|
|
|
|
|
|
||||||
1
|
$
|
—
|
|
|
$
|
2,450
|
|
|
$
|
—
|
|
2
|
—
|
|
|
18,444
|
|
|
—
|
|
|||
3
|
68,756
|
|
|
36,739
|
|
|
—
|
|
|||
4
|
933,390
|
|
|
88,551
|
|
|
18,204
|
|
|||
5
|
2,247,650
|
|
|
205,999
|
|
|
302,190
|
|
|||
5W - Watch
|
89,295
|
|
|
19,381
|
|
|
5,873
|
|
|||
6 - Other assets especially mentioned
|
46,466
|
|
|
3,988
|
|
|
2,267
|
|
|||
7 - Substandard
|
50,993
|
|
|
13,678
|
|
|
4,461
|
|
|||
8 - Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|||
9 - Loss
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
3,436,550
|
|
|
$
|
389,230
|
|
|
$
|
332,995
|
|
December 31, 2018
|
Commercial,
Secured by Real Estate |
|
Commercial,
Industrial and Other |
|
Real Estate -
Construction |
||||||
RISK RATING
|
|
|
|
|
|
||||||
1
|
$
|
—
|
|
|
$
|
1,119
|
|
|
$
|
—
|
|
2
|
—
|
|
|
18,462
|
|
|
—
|
|
|||
3
|
69,995
|
|
|
36,367
|
|
|
—
|
|
|||
4
|
933,577
|
|
|
91,145
|
|
|
17,375
|
|
|||
5
|
1,910,423
|
|
|
168,474
|
|
|
297,625
|
|
|||
5W - Watch
|
61,626
|
|
|
7,798
|
|
|
3,493
|
|
|||
6 - Other assets especially mentioned
|
38,844
|
|
|
2,033
|
|
|
—
|
|
|||
7 - Substandard
|
43,314
|
|
|
11,337
|
|
|
1,052
|
|
|||
8 - Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|||
9 - Loss
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
3,057,779
|
|
|
$
|
336,735
|
|
|
$
|
319,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Commercial,
Secured by
Real Estate
|
|
Commercial,
Industrial
and Other
|
|
Equipment Finance
|
|
Real Estate-
Residential
Mortgage
|
|
Real Estate-
Construction
|
|
Home
Equity and
Consumer
|
|
Total
|
||||||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning Balance
|
$
|
27,881
|
|
|
$
|
1,742
|
|
|
$
|
987
|
|
|
$
|
1,566
|
|
|
$
|
3,015
|
|
|
$
|
2,497
|
|
|
$
|
37,688
|
|
Charge-offs
|
(187
|
)
|
|
(147
|
)
|
|
(87
|
)
|
|
(50
|
)
|
|
—
|
|
|
(45
|
)
|
|
(516
|
)
|
|||||||
Recoveries
|
115
|
|
|
97
|
|
|
2
|
|
|
9
|
|
|
5
|
|
|
71
|
|
|
299
|
|
|||||||
Provision
|
(294
|
)
|
|
900
|
|
|
45
|
|
|
39
|
|
|
(133
|
)
|
|
(49
|
)
|
|
508
|
|
|||||||
Ending Balance
|
$
|
27,515
|
|
|
$
|
2,592
|
|
|
$
|
947
|
|
|
$
|
1,564
|
|
|
$
|
2,887
|
|
|
$
|
2,474
|
|
|
$
|
37,979
|
|
(in thousands)
|
Commercial,
Secured by Real Estate |
|
Commercial,
Industrial and Other |
|
Equipment Finance
|
|
Real Estate-
Residential Mortgage |
|
Real Estate-
Construction |
|
Home
Equity and Consumer |
|
Total
|
||||||||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning Balance
|
$
|
25,704
|
|
|
$
|
2,313
|
|
|
$
|
630
|
|
|
$
|
1,557
|
|
|
$
|
2,731
|
|
|
$
|
2,520
|
|
|
$
|
35,455
|
|
Charge-offs
|
(22
|
)
|
|
(1,012
|
)
|
|
(23
|
)
|
|
(93
|
)
|
|
—
|
|
|
(100
|
)
|
|
(1,250
|
)
|
|||||||
Recoveries
|
31
|
|
|
20
|
|
|
2
|
|
|
2
|
|
|
5
|
|
|
95
|
|
|
155
|
|
|||||||
Provision
|
104
|
|
|
447
|
|
|
433
|
|
|
123
|
|
|
196
|
|
|
(19
|
)
|
|
1,284
|
|
|||||||
Ending Balance
|
$
|
25,817
|
|
|
$
|
1,768
|
|
|
$
|
1,042
|
|
|
$
|
1,589
|
|
|
$
|
2,932
|
|
|
$
|
2,496
|
|
|
$
|
35,644
|
|
(in thousands)
|
Commercial,
Secured by Real Estate |
|
Commercial,
Industrial and Other |
|
Equipment Finance
|
|
Real Estate-
Residential Mortgage |
|
Real Estate-
Construction |
|
Home
Equity and Consumer |
|
Total
|
||||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending Balance: Individually evaluated for impairment
|
$
|
15,985
|
|
|
$
|
2,509
|
|
|
$
|
327
|
|
|
$
|
715
|
|
|
$
|
—
|
|
|
$
|
700
|
|
|
$
|
20,236
|
|
Ending Balance: Collectively evaluated for impairment
|
3,413,062
|
|
|
384,213
|
|
|
90,464
|
|
|
334,177
|
|
|
329,566
|
|
|
338,573
|
|
|
4,890,055
|
|
|||||||
Ending Balance: Loans acquired with deteriorated credit quality
|
7,503
|
|
|
2,508
|
|
|
—
|
|
|
398
|
|
|
3,429
|
|
|
542
|
|
|
14,380
|
|
|||||||
Ending Balance (1)
|
$
|
3,436,550
|
|
|
$
|
389,230
|
|
|
$
|
90,791
|
|
|
$
|
335,290
|
|
|
$
|
332,995
|
|
|
$
|
339,815
|
|
|
$
|
4,924,671
|
|
(in thousands)
|
Commercial,
Secured by Real Estate |
|
Commercial,
Industrial and Other |
|
Equipment Finance
|
|
Real Estate-
Residential Mortgage |
|
Real Estate-
Construction |
|
Home
Equity and Consumer |
|
Total
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending Balance: Individually evaluated for impairment
|
$
|
16,554
|
|
|
$
|
1,360
|
|
|
$
|
331
|
|
|
$
|
730
|
|
|
$
|
—
|
|
|
$
|
727
|
|
|
$
|
19,702
|
|
Ending Balance: Collectively evaluated for impairment
|
3,040,573
|
|
|
335,375
|
|
|
87,594
|
|
|
329,124
|
|
|
319,545
|
|
|
327,882
|
|
|
4,440,093
|
|
|||||||
Ending balance: Loans acquired with deteriorated credit quality
|
652
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
652
|
|
|||||||
Ending Balance (1)
|
$
|
3,057,779
|
|
|
$
|
336,735
|
|
|
$
|
87,925
|
|
|
$
|
329,854
|
|
|
$
|
319,545
|
|
|
$
|
328,609
|
|
|
$
|
4,460,447
|
|
(1)
|
Excludes deferred fees
|
(in thousands)
|
Commercial,
Secured by Real Estate |
|
Commercial,
Industrial and Other |
|
Equipment Finance
|
|
Real Estate-
Residential Mortgage |
|
Real Estate-
Construction |
|
Home
Equity and Consumer |
|
Total
|
||||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending Balance: Individually evaluated for impairment
|
$
|
229
|
|
|
$
|
8
|
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
259
|
|
Ending Balance: Collectively evaluated for impairment
|
27,286
|
|
|
2,584
|
|
|
935
|
|
|
1,560
|
|
|
2,887
|
|
|
2,468
|
|
|
37,720
|
|
|||||||
Ending Balance
|
$
|
27,515
|
|
|
$
|
2,592
|
|
|
$
|
947
|
|
|
$
|
1,564
|
|
|
$
|
2,887
|
|
|
$
|
2,474
|
|
|
$
|
37,979
|
|
(in thousands)
|
Commercial,
Secured by Real Estate |
|
Commercial,
Industrial and Other |
|
Equipment Finance
|
|
Real Estate-
Residential Mortgage |
|
Real Estate-
Construction |
|
Home
Equity and Consumer |
|
Total
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending Balance: Individually evaluated for impairment
|
$
|
307
|
|
|
$
|
7
|
|
|
$
|
14
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
338
|
|
Ending Balance: Collectively evaluated for impairment
|
27,574
|
|
|
1,735
|
|
|
973
|
|
|
1,562
|
|
|
3,015
|
|
|
2,491
|
|
|
37,350
|
|
|||||||
Ending Balance
|
$
|
27,881
|
|
|
$
|
1,742
|
|
|
$
|
987
|
|
|
$
|
1,566
|
|
|
$
|
3,015
|
|
|
$
|
2,497
|
|
|
$
|
37,688
|
|
|
For the Three Months Ended March 31, 2019
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
(dollars in thousands)
|
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
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial, secured by real estate
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
1,657
|
|
|
$
|
1,657
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
1,657
|
|
|
$
|
1,657
|
|
(in thousands)
|
|
Three Months Ended
March 31, 2019 |
||
|
|
|
||
Operating lease cost
|
|
$
|
820
|
|
Variable lease cost
|
|
35
|
|
|
Sublease income
|
|
(31
|
)
|
|
Net lease cost
|
|
$
|
824
|
|
Other information (in thousands)
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
660
|
|
|
|
||
Right-of-use asset obtained in exchange for new operating lease liabilities
|
$
|
765
|
|
March 31, 2019
|
Notional Amount
|
|
Average
Maturity (Years)
|
|
Weighted Average
Fixed Rate
|
|
Weighted Average
Variable Rate
|
|
Fair
Value
|
|||||
Classified in Other Assets:
|
|
|
|
|
|
|
|
|
|
|||||
3rd Party interest rate swaps
|
$
|
88,842
|
|
|
7.5
|
|
3.80
|
%
|
|
1 Mo. LIBOR + 2.13%
|
|
$
|
2,939
|
|
Customer interest rate swaps
|
253,922
|
|
|
10.8
|
|
4.83
|
%
|
|
1 Mo. LIBOR + 2.04%
|
|
11,411
|
|
||
Interest rate swap (cash flow hedge)
|
30,000
|
|
|
2.3
|
|
1.10
|
%
|
|
3 Mo. LIBOR
|
|
828
|
|
||
Classified in Other Liabilities:
|
|
|
|
|
|
|
|
|
|
|||||
Customer interest rate swaps
|
$
|
88,842
|
|
|
7.5
|
|
3.80
|
%
|
|
1 Mo. LIBOR + 2.13%
|
|
$
|
(2,939
|
)
|
3rd Party interest rate swaps
|
253,922
|
|
|
10.8
|
|
4.83
|
%
|
|
1 Mo. LIBOR + 2.04%
|
|
(11,411
|
)
|
December 31, 2018
|
Notional
Amount |
|
Average
Maturity (Years) |
|
Weighted
Average Fixed Rate |
|
Weighted Average
Variable Rate |
|
Fair
Value |
|||||
Classified in Other Assets:
|
|
|
|
|
|
|
|
|
|
|||||
3rd Party interest rate swaps
|
$
|
153,909
|
|
|
8.3
|
|
4.10
|
%
|
|
1 Mo. LIBOR + 2.13%
|
|
$
|
5,329
|
|
Customer interest rate swaps
|
164,427
|
|
|
12.0
|
|
5.04
|
%
|
|
1 Mo. LIBOR + 2.05%
|
|
5,707
|
|
||
Interest rate swap (cash flow hedge)
|
30,000
|
|
|
2.5
|
|
1.10
|
%
|
|
3 Mo. LIBOR
|
|
1,099
|
|
||
Classified in Other Liabilities:
|
|
|
|
|
|
|
|
|
|
|||||
Customer interest rate swaps
|
$
|
153,909
|
|
|
8.3
|
|
4.10
|
%
|
|
1 Mo. LIBOR + 2.13%
|
|
$
|
(5,329
|
)
|
3rd party interest rate swaps
|
164,427
|
|
|
12.0
|
|
5.04
|
%
|
|
1 Mo. LIBOR + 2.05%
|
|
(5,707
|
)
|
|
Number of
Shares
|
|
Weighted
Average
Price
|
|||
Outstanding, January 1, 2019
|
11,701
|
|
|
$
|
20.18
|
|
Granted
|
13,052
|
|
|
15.96
|
|
|
Vested
|
(11,643
|
)
|
|
20.24
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding, March 31, 2019
|
13,110
|
|
|
$
|
15.93
|
|
|
Number of
Shares
|
|
Weighted
Average
Price
|
|||
Outstanding, January 1, 2019
|
299,347
|
|
|
$
|
16.60
|
|
Granted
|
127,559
|
|
|
16.66
|
|
|
Vested
|
(83,396
|
)
|
|
12.53
|
|
|
Forfeited
|
(2,717
|
)
|
|
17.38
|
|
|
Outstanding, March 31, 2019
|
340,793
|
|
|
$
|
17.61
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding, January 1, 2019
|
67,488
|
|
|
$
|
8.28
|
|
|
2.86
|
|
$
|
440,483
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding, March 31, 2019
|
67,488
|
|
|
$
|
8.28
|
|
|
2.61
|
|
$
|
448,581
|
|
Options exercisable at March 31, 2019
|
67,488
|
|
|
$
|
8.28
|
|
|
2.61
|
|
$
|
448,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
||||||||||||||||||||||
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||||||||
(in thousands)
|
Before Tax Amount
|
|
Tax Benefit (Expense)
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax Benefit
(Expense) |
|
Net of Tax Amount
|
||||||||||||
Net unrealized gains (losses) on available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net unrealized holding (losses) gains arising during period
|
$
|
6,109
|
|
|
$
|
(1,746
|
)
|
|
$
|
4,363
|
|
|
$
|
(7,502
|
)
|
|
$
|
1,770
|
|
|
$
|
(5,732
|
)
|
Reclassification adjustment for net gains arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net unrealized losses (gains)
|
6,109
|
|
|
(1,746
|
)
|
|
4,363
|
|
|
(7,502
|
)
|
|
1,770
|
|
|
(5,732
|
)
|
||||||
Unrealized gains (losses) on derivatives
|
(271
|
)
|
|
57
|
|
|
(214
|
)
|
|
358
|
|
|
(75
|
)
|
|
283
|
|
||||||
Other comprehensive (loss) income, net
|
$
|
5,838
|
|
|
$
|
(1,689
|
)
|
|
$
|
4,149
|
|
|
$
|
(7,144
|
)
|
|
$
|
1,695
|
|
|
$
|
(5,449
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2019
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||||||||
(in thousands)
|
Unrealized
Losses on
Available for Sale
Securities
|
|
Unrealized
Gains
on Derivatives
|
|
Pension Items
|
|
Total
|
|
Unrealized
Gains (Losses) on
Available for Sale
Securities
|
|
Unrealized
Gains
on Derivatives
|
|
Pension Items
|
|
Total
|
||||||||||||
Beginning balance
|
(8,782
|
)
|
|
903
|
|
|
41
|
|
|
(7,838
|
)
|
|
$
|
(3,232
|
)
|
|
$
|
862
|
|
|
$
|
21
|
|
|
$
|
(2,349
|
)
|
Adjustment for implementation of ASU 2016-01
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,043
|
)
|
|
—
|
|
|
—
|
|
|
(2,043
|
)
|
||||
Adjusted beginning balance
|
(8,782
|
)
|
|
903
|
|
|
41
|
|
|
(7,838
|
)
|
|
(5,275
|
)
|
|
862
|
|
|
21
|
|
|
(4,392
|
)
|
||||
Net current period other comprehensive (loss) income
|
4,363
|
|
|
(214
|
)
|
|
—
|
|
|
4,149
|
|
|
(5,732
|
)
|
|
283
|
|
|
—
|
|
|
(5,449
|
)
|
||||
Ending balance
|
(4,419
|
)
|
|
689
|
|
|
41
|
|
|
(3,689
|
)
|
|
$
|
(11,007
|
)
|
|
$
|
1,145
|
|
|
$
|
21
|
|
|
$
|
(9,841
|
)
|
(in thousands)
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair Value
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities, available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
16,293
|
|
|
$
|
123,288
|
|
|
$
|
—
|
|
|
$
|
139,581
|
|
Mortgage-backed securities
|
—
|
|
|
469,636
|
|
|
—
|
|
|
469,636
|
|
||||
Obligations of states and political subdivisions
|
—
|
|
|
45,017
|
|
|
—
|
|
|
45,017
|
|
||||
Other debt securities
|
—
|
|
|
5,004
|
|
|
—
|
|
|
5,004
|
|
||||
Total securities available for sale
|
16,293
|
|
|
642,945
|
|
|
—
|
|
|
659,238
|
|
||||
Equity securities, at fair value
|
1,864
|
|
|
13,368
|
|
|
—
|
|
|
15,232
|
|
||||
Derivative assets
|
—
|
|
|
15,178
|
|
|
—
|
|
|
15,178
|
|
||||
Total Assets
|
$
|
18,157
|
|
|
$
|
671,491
|
|
|
$
|
—
|
|
|
$
|
689,648
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
14,350
|
|
|
$
|
—
|
|
|
$
|
14,350
|
|
Total Liabilities
|
$
|
—
|
|
|
$
|
14,350
|
|
|
$
|
—
|
|
|
$
|
14,350
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities, available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and government agencies
|
$
|
4,920
|
|
|
$
|
136,007
|
|
|
$
|
—
|
|
|
$
|
140,927
|
|
Mortgage-backed securities
|
—
|
|
|
447,094
|
|
|
—
|
|
|
447,094
|
|
||||
Obligations of states and political subdivisions
|
—
|
|
|
45,505
|
|
|
—
|
|
|
45,505
|
|
||||
Corporate debt securities
|
—
|
|
|
5,092
|
|
|
—
|
|
|
5,092
|
|
||||
Total securities available for sale
|
4,920
|
|
|
633,698
|
|
|
—
|
|
|
638,618
|
|
||||
Equity securities, at fair value
|
2,731
|
|
|
13,190
|
|
|
—
|
|
|
15,921
|
|
||||
Derivative assets
|
—
|
|
|
12,135
|
|
|
—
|
|
|
12,135
|
|
||||
Total Assets
|
$
|
7,651
|
|
|
$
|
659,023
|
|
|
$
|
—
|
|
|
$
|
666,674
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
—
|
|
|
$
|
11,036
|
|
|
$
|
—
|
|
|
$
|
11,036
|
|
Total Liabilities
|
$
|
—
|
|
|
$
|
11,036
|
|
|
$
|
—
|
|
|
$
|
11,036
|
|
(in thousands)
|
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)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities held to maturity
|
$
|
159,308
|
|
|
$
|
158,219
|
|
|
$
|
—
|
|
|
$
|
150,700
|
|
|
$
|
7,519
|
|
Federal Home Loan Bank and other membership bank stocks
|
16,951
|
|
|
16,951
|
|
|
—
|
|
|
16,951
|
|
|
—
|
|
|||||
Loans, net
|
4,883,412
|
|
|
4,899,288
|
|
|
—
|
|
|
—
|
|
|
4,899,288
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Certificates of deposit
|
946,372
|
|
|
942,283
|
|
|
—
|
|
|
942,283
|
|
|
—
|
|
|||||
Other borrowings
|
175,783
|
|
|
174,569
|
|
|
—
|
|
|
174,569
|
|
|
—
|
|
|||||
Subordinated debentures
|
118,193
|
|
|
115,462
|
|
|
—
|
|
|
—
|
|
|
115,462
|
|
|||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities held to maturity
|
$
|
153,646
|
|
|
$
|
150,932
|
|
|
$
|
—
|
|
|
$
|
143,913
|
|
|
$
|
7,019
|
|
Federal Home Loan Bank and other membership bank stocks
|
13,301
|
|
|
13,301
|
|
|
—
|
|
|
13,301
|
|
|
—
|
|
|||||
Loans, net
|
4,419,045
|
|
|
4,341,477
|
|
|
—
|
|
|
—
|
|
|
4,341,477
|
|
|||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Certificates of deposit
|
757,038
|
|
|
750,801
|
|
|
—
|
|
|
750,801
|
|
|
—
|
|
|||||
Other borrowings
|
181,118
|
|
|
176,921
|
|
|
—
|
|
|
176,921
|
|
|
—
|
|
|||||
Subordinated debentures
|
105,027
|
|
|
102,497
|
|
|
—
|
|
|
—
|
|
|
102,497
|
|
|
For the Three Months Ended March 31, 2019
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
(dollars in thousands)
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Rates
Earned/
Paid
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Rates
Earned/
Paid
|
||||||||||
|
|
||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans (1)
|
$
|
4,871,534
|
|
|
$
|
57,642
|
|
|
4.80
|
%
|
|
$
|
4,194,207
|
|
|
$
|
45,544
|
|
|
4.40
|
%
|
Taxable investment securities and other
|
782,699
|
|
|
4,873
|
|
|
2.49
|
%
|
|
736,342
|
|
|
3,992
|
|
|
2.17
|
%
|
||||
Tax-exempt securities
|
75,347
|
|
|
516
|
|
|
2.74
|
%
|
|
84,713
|
|
|
561
|
|
|
2.65
|
%
|
||||
Federal funds sold (2)
|
43,273
|
|
|
254
|
|
|
2.35
|
%
|
|
47,366
|
|
|
166
|
|
|
1.40
|
%
|
||||
Total interest-earning assets
|
5,772,853
|
|
|
63,285
|
|
|
4.44
|
%
|
|
5,062,628
|
|
|
50,263
|
|
|
4.02
|
%
|
||||
Noninterest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
(41,829
|
)
|
|
|
|
|
|
(35,979
|
)
|
|
|
|
|
||||||||
Other assets
|
452,200
|
|
|
|
|
|
|
382,760
|
|
|
|
|
|
||||||||
TOTAL ASSETS
|
$
|
6,183,224
|
|
|
|
|
|
|
$
|
5,409,409
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings accounts
|
$
|
513,270
|
|
|
$
|
94
|
|
|
0.07
|
%
|
|
$
|
487,666
|
|
|
$
|
69
|
|
|
0.06
|
%
|
Interest-bearing transaction accounts
|
2,554,865
|
|
|
7,417
|
|
|
1.18
|
%
|
|
2,240,044
|
|
|
3,343
|
|
|
0.61
|
%
|
||||
Time deposits
|
890,070
|
|
|
3,986
|
|
|
1.79
|
%
|
|
761,418
|
|
|
2,343
|
|
|
1.23
|
%
|
||||
Borrowings
|
435,501
|
|
|
3,074
|
|
|
2.82
|
%
|
|
338,782
|
|
|
2,154
|
|
|
2.54
|
%
|
||||
Total interest-bearing liabilities
|
4,393,706
|
|
|
14,571
|
|
|
1.34
|
%
|
|
3,827,910
|
|
|
7,909
|
|
|
0.83
|
%
|
||||
Noninterest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits
|
1,056,060
|
|
|
|
|
|
|
964,498
|
|
|
|
|
|
||||||||
Other liabilities
|
60,253
|
|
|
|
|
|
|
33,301
|
|
|
|
|
|
||||||||
Stockholders’ equity
|
673,205
|
|
|
|
|
|
|
583,700
|
|
|
|
|
|
||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
6,183,224
|
|
|
|
|
|
|
$
|
5,409,409
|
|
|
|
|
|
||||||
Net interest income/spread
|
|
|
48,714
|
|
|
3.10
|
%
|
|
|
|
42,354
|
|
|
3.19
|
%
|
||||||
Tax equivalent basis adjustment
|
|
|
108
|
|
|
|
|
|
|
118
|
|
|
|
||||||||
NET INTEREST INCOME
|
|
|
$
|
48,606
|
|
|
|
|
|
|
$
|
42,236
|
|
|
|
||||||
Net interest margin (3)
|
|
|
|
|
3.42
|
%
|
|
|
|
|
|
3.39
|
%
|
|
For the Three Months Ended March 31,
|
||||||
(dollars in thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Total noninterest expense
|
$
|
33,984
|
|
|
$
|
27,137
|
|
Amortization of core deposit intangibles
|
(304
|
)
|
|
(157
|
)
|
||
Merger-related expenses
|
(2,860
|
)
|
|
—
|
|
||
Noninterest expense, as adjusted
|
$
|
30,820
|
|
|
$
|
26,980
|
|
|
|
|
|
||||
Net interest income
|
$
|
48,606
|
|
|
$
|
42,236
|
|
Noninterest income
|
5,723
|
|
|
5,334
|
|
||
Total revenue
|
54,329
|
|
|
47,570
|
|
||
Tax-equivalent adjustment on municipal securities
|
108
|
|
|
118
|
|
||
Total revenue, as adjusted
|
$
|
54,437
|
|
|
$
|
47,688
|
|
Efficiency ratio
|
56.62
|
%
|
|
56.58
|
%
|
(dollars in thousands)
|
For the Three Months Ended March 31, 2019
|
|
For the Three Months Ended March 31, 2018
|
|
For the Year Ended December 31, 2018
|
||||||
Balance of the allowance at the beginning of the year
|
$
|
37,688
|
|
|
$
|
35,455
|
|
|
$
|
35,455
|
|
Loans charged off:
|
|
|
|
|
|
||||||
Commercial, secured by real estate
|
(187
|
)
|
|
(22
|
)
|
|
(421
|
)
|
|||
Commercial, industrial and other
|
(147
|
)
|
|
(1,012
|
)
|
|
(1,452
|
)
|
|||
Equipment finance
|
(87
|
)
|
|
(23
|
)
|
|
(507
|
)
|
|||
Real estate - mortgage
|
(50
|
)
|
|
(93
|
)
|
|
(131
|
)
|
|||
Real estate - construction
|
—
|
|
|
—
|
|
|
(248
|
)
|
|||
Home equity and consumer
|
(45
|
)
|
|
(100
|
)
|
|
(588
|
)
|
|||
Total loans charged off
|
(516
|
)
|
|
(1,250
|
)
|
|
(3,347
|
)
|
|||
Recoveries:
|
|
|
|
|
|
||||||
Commercial, secured by real estate
|
115
|
|
|
31
|
|
|
468
|
|
|||
Commercial, industrial and other
|
97
|
|
|
20
|
|
|
317
|
|
|||
Equipment finance
|
2
|
|
|
2
|
|
|
23
|
|
|||
Real estate - mortgage
|
9
|
|
|
2
|
|
|
10
|
|
|||
Real estate - construction
|
5
|
|
|
5
|
|
|
17
|
|
|||
Home equity and consumer
|
71
|
|
|
95
|
|
|
332
|
|
|||
Total recoveries
|
299
|
|
|
155
|
|
|
1,167
|
|
|||
Net charge-offs
|
(217
|
)
|
|
(1,095
|
)
|
|
(2,180
|
)
|
|||
Provision for loan losses
|
508
|
|
|
1,284
|
|
|
4,413
|
|
|||
Ending balance
|
$
|
37,979
|
|
|
$
|
35,644
|
|
|
$
|
37,688
|
|
|
|
|
|
|
|
||||||
Net charge-offs as a percentage of average loans outstanding
|
0.02
|
%
|
|
0.10
|
%
|
|
0.05
|
%
|
|||
Allowance as a percentage of total loans outstanding
|
0.77
|
%
|
|
0.84
|
%
|
|
0.84
|
%
|
|||
Allowance as a percentage of non-accrual loans
|
241.55
|
%
|
|
267.10
|
%
|
|
310.70
|
%
|
•
|
The establishment of specific reserve amounts for impaired loans, including PCI loans.
|
•
|
The establishment of reserves for pools of homogeneous loans not subject to specific review, including impaired loans under $500,000, equipment finance, 1 - 4 family residential mortgages, and consumer loans.
|
•
|
Net income. Cash provided by operating activities was
$20.2 million
for the first
three
months of
2019
compared to
$19.9 million
for the same period in
2018
.
|
•
|
Deposits. Lakeland can offer new products or change its rate structure in order to increase deposits. In the first
three
months of
2019
, Lakeland’s deposits increased $34.3 million excluding the impact of the Highlands acquisition.
|
•
|
Sales of securities. At
March 31, 2019
the Company had
$659.2 million
in securities designated “available for sale.” Of these securities, $452.0 million were pledged to secure public deposits and for other purposes required by applicable laws and regulations.
|
•
|
Repayments on loans can also be a source of liquidity.
|
•
|
Credit lines. As a member of the FHLB, Lakeland has the ability to borrow overnight based on the market value of collateral pledged. Lakeland had $75.0 million in overnight borrowings from the FHLB on
March 31, 2019
. Lakeland also has overnight federal funds lines available for it to borrow up to $220.0 million of which $145.0 million was outstanding at
March 31, 2019
. 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
March 31, 2019
.
|
•
|
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 Lakeland to pledge additional collateral to meet that margin call.
|
(in thousands)
|
Total
|
|
Within
One Year
|
|
After One
But Within
Three Years
|
|
After Three
But Within
Five Years
|
|
After
Five Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Minimum annual rentals on noncancellable operating leases
|
$
|
25,497
|
|
|
$
|
3,273
|
|
|
$
|
5,822
|
|
|
$
|
4,341
|
|
|
$
|
12,061
|
|
Benefit plan commitments
|
5,581
|
|
|
306
|
|
|
793
|
|
|
816
|
|
|
3,666
|
|
|||||
Remaining contractual maturities of time deposits
|
946,372
|
|
|
730,681
|
|
|
173,805
|
|
|
41,886
|
|
|
—
|
|
|||||
Subordinated debentures
|
118,193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118,193
|
|
|||||
Loan commitments
|
1,014,524
|
|
|
725,365
|
|
|
123,566
|
|
|
15,355
|
|
|
150,238
|
|
|||||
Other borrowings
|
175,783
|
|
|
50,028
|
|
|
85,752
|
|
|
40,003
|
|
|
—
|
|
|||||
Interest on other borrowings*
|
67,991
|
|
|
9,751
|
|
|
17,019
|
|
|
13,825
|
|
|
27,396
|
|
|||||
Standby letters of credit
|
19,837
|
|
|
18,375
|
|
|
1,382
|
|
|
—
|
|
|
80
|
|
|||||
Total
|
$
|
2,373,778
|
|
|
$
|
1,537,779
|
|
|
$
|
408,139
|
|
|
$
|
116,226
|
|
|
$
|
311,634
|
|
|
Tier 1 Capital to Total
Average Assets Ratio
|
|
Common Equity Tier 1 to
Risk-Weighted Assets
Ratio
|
|
Tier 1 Capital to Risk-
Weighted Assets Ratio
|
|
Total Capital to Risk-
Weighted Assets Ratio
|
||||||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
The Company
|
9.23
|
%
|
|
9.39
|
%
|
|
10.38
|
%
|
|
10.62
|
%
|
|
10.98
|
%
|
|
11.27
|
%
|
|
13.48
|
%
|
|
13.71
|
%
|
Lakeland Bank
|
10.11
|
%
|
|
10.17
|
%
|
|
12.02
|
%
|
|
12.20
|
%
|
|
12.02
|
%
|
|
12.20
|
%
|
|
12.81
|
%
|
|
13.06
|
%
|
Required capital ratios including conservation buffer
|
4.00
|
%
|
|
4.00
|
%
|
|
7.00
|
%
|
|
6.375
|
%
|
|
8.50
|
%
|
|
7.875
|
%
|
|
10.50
|
%
|
|
9.875
|
%
|
“Well capitalized” institution under FDIC Regulations
|
5.00
|
%
|
|
5.00
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
(dollars in thousands, except per share amounts)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Calculation of Tangible Book Value per Common Share
|
|
|
|
||||
Total common stockholders’ equity at end of period - GAAP
|
$
|
681,343
|
|
|
$
|
623,739
|
|
Less:
|
|
|
|
||||
Goodwill
|
154,153
|
|
|
136,433
|
|
||
Other identifiable intangible assets, net
|
5,192
|
|
|
1,768
|
|
||
Total tangible common stockholders’ equity at end of period - Non-GAAP
|
$
|
521,998
|
|
|
$
|
485,538
|
|
Shares outstanding at end of period
|
50,436
|
|
|
47,486
|
|
||
Book value per share - GAAP
|
$
|
13.51
|
|
|
$
|
13.14
|
|
Tangible book value per share - Non-GAAP
|
$
|
10.35
|
|
|
$
|
10.22
|
|
|
|
|
|
||||
Calculation of Tangible Common Equity to Tangible Assets
|
|
|
|
||||
Total tangible common stockholders’ equity at end of period - Non-GAAP
|
$
|
521,998
|
|
|
$
|
485,538
|
|
Total assets at end of period
|
$
|
6,365,063
|
|
|
$
|
5,806,093
|
|
Less:
|
|
|
|
||||
Goodwill
|
154,153
|
|
|
136,433
|
|
||
Other identifiable intangible assets, net
|
5,192
|
|
|
1,768
|
|
||
Total tangible assets at end of period - Non-GAAP
|
$
|
6,205,718
|
|
|
$
|
5,667,892
|
|
Common equity to assets - GAAP
|
10.70
|
%
|
|
10.74
|
%
|
||
Tangible common equity to tangible assets - Non-GAAP
|
8.41
|
%
|
|
8.57
|
%
|
|
For the Three Months Ended
|
||||||
(dollars in thousands)
|
March 31, 2019
|
|
March 31, 2018
|
||||
Calculation of Return on Average Tangible Common Equity
|
|
|
|
||||
Net income - GAAP
|
$
|
15,626
|
|
|
$
|
15,255
|
|
Total average common stockholders’ equity
|
$
|
673,205
|
|
|
$
|
583,700
|
|
Less:
|
|
|
|
||||
Average goodwill
|
153,562
|
|
|
136,433
|
|
||
Average other identifiable intangible assets, net
|
5,254
|
|
|
2,300
|
|
||
Total average tangible common stockholders’ equity - Non-GAAP
|
$
|
514,389
|
|
|
$
|
444,967
|
|
Return on average common stockholders’ equity - GAAP
|
9.41
|
%
|
|
10.60
|
%
|
||
Return on average tangible common stockholders’ equity - Non-GAAP
|
12.32
|
%
|
|
13.90
|
%
|
|
For the Three Months Ended
|
||||||
(dollars in thousands, except per share amounts)
|
March 31, 2019
|
|
March 31, 2018
|
||||
Reconciliation of Net Income
|
|
|
|
||||
Net income - GAAP
|
$
|
15,626
|
|
|
$
|
15,255
|
|
Non-routine transactions, net of tax
|
|
|
|
||||
Tax deductible merger related expenses
|
1,656
|
|
|
—
|
|
||
Non-tax deductible merger related expenses
|
491
|
|
|
—
|
|
||
Net effect of non-routine transactions
|
2,147
|
|
|
—
|
|
||
|
|
|
|
||||
Net income available to common shareholders excluding non-routine transactions
|
$
|
17,773
|
|
|
$
|
15,255
|
|
Less: Earnings allocated to participating securities
|
141
|
|
|
141
|
|
||
Net Income, excluding non-routine transactions
|
$
|
17,632
|
|
|
$
|
15,114
|
|
|
|
|
|
||||
Weighted average shares - Basic
|
50,275
|
|
|
$
|
47,503
|
|
|
Weighted average shares - Diluted
|
50,442
|
|
|
$
|
47,736
|
|
|
|
|
|
|
||||
Basic earnings per share - GAAP
|
$
|
0.31
|
|
|
$
|
0.32
|
|
Diluted earnings per share - GAAP
|
$
|
0.31
|
|
|
$
|
0.32
|
|
|
|
|
|
||||
Basic earnings per share, adjusted for non-routine transactions
|
$
|
0.35
|
|
|
$
|
0.32
|
|
Diluted earnings per share, adjusted for non-routine transactions (Core EPS)
|
$
|
0.35
|
|
|
$
|
0.32
|
|
|
Changes in Interest Rates
|
||||
Rate Ramp
|
+200 bp
|
|
-200 bp
|
||
Asset/Liability policy limit
|
(5.0
|
)%
|
|
(5.0
|
)%
|
March 31, 2019
|
(1.2
|
)%
|
|
(0.3
|
)%
|
December 31, 2018
|
(1.5
|
)%
|
|
(0.7
|
)%
|
|
Changes in Interest Rates
|
||||||||||||
Rate Shock
|
+300 bp
|
|
+200 bp
|
|
+100 bp
|
|
-100 bp
|
-200 bp
|
|||||
Asset/Liability policy limit
|
(15.0
|
)%
|
|
(10.0
|
)%
|
|
(5.0
|
)%
|
|
(5.0
|
)%
|
(10.0
|
)%
|
March 31, 2019
|
0.4
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
(2.3
|
)%
|
(5.6
|
)%
|
December 31, 2018
|
0.6
|
%
|
|
0.4
|
%
|
|
0.3
|
%
|
|
(2.5
|
)%
|
(8.0
|
)%
|
|
Changes in Interest Rates
|
||||||||||||
Rate Shock
|
+300 bp
|
|
+200 bp
|
|
+100 bp
|
|
-100 bp
|
-200 bp
|
|||||
Asset/Liability policy limit
|
(25.0
|
)%
|
|
(20.0
|
)%
|
|
(10.0
|
)%
|
|
(10.0
|
)%
|
(20.0
|
)%
|
March 31, 2019
|
(7.1
|
)%
|
|
(4.5
|
)%
|
|
(1.9
|
)%
|
|
0.1
|
%
|
(0.9
|
)%
|
December 31, 2018
|
(5.2
|
)%
|
|
(3.3
|
)%
|
|
(1.4
|
)%
|
|
(0.2
|
)%
|
(1.5
|
)%
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
Not Applicable
|
Item 3. Defaults Upon Senior Securities
|
Not Applicable
|
Item 4. Mine Safety Disclosures
|
Not Applicable
|
Lakeland Bancorp, Inc.
|
(Registrant)
|
|
/s/ Thomas J. Shara
|
Thomas J. Shara
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ Thomas F. Splaine
|
Thomas F. Splaine
|
Executive Vice President and Chief Financial Officer
|
(Principal Financial Officer)
|
1.
|
Section 1(c) of the Agreement (definition of the “Contract Period”) is hereby amended by deleting the noted subsection in its entirety and replacing it with the following:
|
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 controls 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)
|
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 controls 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)
|
|
|
|
/s/ Thomas J. Shara
|
|
Thomas J. Shara,
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Thomas F. Splaine, Jr.
|
|
Thomas F. Splaine, Jr.
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|