Montana
|
81-0519541
|
||
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
||
|
|
||
49 Commons Loop
|
Kalispell,
|
Montana
|
59901
|
(Address of principal executive offices)
|
(Zip Code)
|
||
|
|
||
(406)
|
756-4200
|
||
(Registrant’s telephone number, including area code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
GBCI
|
NASDAQ Global Select Market
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
Page
|
Part I. Financial Information
|
|
Item 1 – Financial Statements
|
|
ALCO – Asset Liability Committee
|
ALLL or allowance – allowance for loan and lease losses
|
ASC – Accounting Standards CodificationTM
|
ASU – Accounting Standards Update
|
ATM – automated teller machine
|
Bank – Glacier Bank
|
CDE – Certified Development Entity
|
CDFI Fund – Community Development Financial Institutions Fund
|
CEO – Chief Executive Officer
|
CFO – Chief Financial Officer
|
Company – Glacier Bancorp, Inc.
|
DDA – demand deposit account
|
Fannie Mae – Federal National Mortgage Association
|
FASB – Financial Accounting Standards Board
|
FDIC – Federal Deposit Insurance Corporation
|
FHLB – Federal Home Loan Bank
|
Final Rules – final rules implemented by the federal banking agencies that established a new comprehensive regulatory capital framework
|
FNB – FNB Bancorp and its subsidiary, The First National Bank of Layton
|
FRB – Federal Reserve Bank
|
Freddie Mac – Federal Home Loan Mortgage Corporation
|
GAAP – accounting principles generally accepted in the United States of America
|
Ginnie Mae – Government National Mortgage Association
|
Heritage – Heritage Bancorp and its subsidiary, Heritage Bank of Nevada
|
Interest rate locks - residential real estate derivatives for commitments
|
LIBOR – London Interbank Offered Rate
|
LIHTC – Low Income Housing Tax Credit
|
NMTC – New Markets Tax Credit
|
NOW – negotiable order of withdrawal
|
NRSRO – Nationally Recognized Statistical Rating Organizations
|
OCI – other comprehensive income
|
OREO – other real estate owned
|
Repurchase agreements – securities sold under agreements to repurchase
|
ROU - right-of-use
|
S&P – Standard and Poor’s
|
SEC – United States Securities and Exchange Commission
|
TBA – to-be-announced
|
TDR – troubled debt restructuring
|
VIE – variable interest entity
|
|
|
(Dollars in thousands, except per share data)
|
June 30,
2019 |
|
December 31,
2018 |
|||
Assets
|
|
|
|
|||
Cash on hand and in banks
|
$
|
181,526
|
|
|
161,782
|
|
Interest bearing cash deposits
|
49,683
|
|
|
42,008
|
|
|
Cash and cash equivalents
|
231,209
|
|
|
203,790
|
|
|
Debt securities, available-for-sale
|
2,470,634
|
|
|
2,571,663
|
|
|
Debt securities, held-to-maturity
|
252,097
|
|
|
297,915
|
|
|
Total debt securities
|
2,722,731
|
|
|
2,869,578
|
|
|
Loans held for sale, at fair value
|
54,711
|
|
|
33,156
|
|
|
Loans receivable
|
8,841,777
|
|
|
8,287,549
|
|
|
Allowance for loan and lease losses
|
(129,054
|
)
|
|
(131,239
|
)
|
|
Loans receivable, net
|
8,712,723
|
|
|
8,156,310
|
|
|
Premises and equipment, net
|
296,915
|
|
|
241,528
|
|
|
Other real estate owned
|
7,281
|
|
|
7,480
|
|
|
Accrued interest receivable
|
58,567
|
|
|
54,408
|
|
|
Deferred tax asset
|
3,371
|
|
|
23,564
|
|
|
Core deposit intangible, net
|
54,646
|
|
|
49,242
|
|
|
Goodwill
|
330,887
|
|
|
289,586
|
|
|
Non-marketable equity securities
|
23,031
|
|
|
27,871
|
|
|
Bank-owned life insurance
|
93,543
|
|
|
82,320
|
|
|
Other assets
|
86,746
|
|
|
76,651
|
|
|
Total assets
|
$
|
12,676,361
|
|
|
12,115,484
|
|
Liabilities
|
|
|
|
|||
Non-interest bearing deposits
|
$
|
3,265,077
|
|
|
3,001,178
|
|
Interest bearing deposits
|
6,589,798
|
|
|
6,492,589
|
|
|
Securities sold under agreements to repurchase
|
494,651
|
|
|
396,151
|
|
|
Federal Home Loan Bank advances
|
319,996
|
|
|
440,175
|
|
|
Other borrowed funds
|
14,765
|
|
|
14,708
|
|
|
Subordinated debentures
|
139,912
|
|
|
134,051
|
|
|
Accrued interest payable
|
5,091
|
|
|
4,252
|
|
|
Other liabilities
|
159,695
|
|
|
116,526
|
|
|
Total liabilities
|
10,988,985
|
|
|
10,599,630
|
|
|
Stockholders’ Equity
|
|
|
|
|||
Preferred shares, $0.01 par value per share, 1,000,000 shares authorized, none issued or outstanding
|
—
|
|
|
—
|
|
|
Common stock, $0.01 par value per share, 117,187,500 shares authorized
|
866
|
|
|
845
|
|
|
Paid-in capital
|
1,139,289
|
|
|
1,051,253
|
|
|
Retained earnings - substantially restricted
|
503,773
|
|
|
473,183
|
|
|
Accumulated other comprehensive income (loss)
|
43,448
|
|
|
(9,427
|
)
|
|
Total stockholders’ equity
|
1,687,376
|
|
|
1,515,854
|
|
|
Total liabilities and stockholders’ equity
|
$
|
12,676,361
|
|
|
12,115,484
|
|
Number of common stock shares issued and outstanding
|
86,637,394
|
|
|
84,521,692
|
|
|
Three Months ended
|
|
Six Months ended
|
|||||||||
(Dollars in thousands, except per share data)
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
|||||
Interest Income
|
|
|
|
|
|
|
|
|||||
Investment securities
|
$
|
21,892
|
|
|
22,370
|
|
|
43,243
|
|
|
42,512
|
|
Residential real estate loans
|
11,410
|
|
|
10,149
|
|
|
22,189
|
|
|
18,934
|
|
|
Commercial loans
|
88,043
|
|
|
75,824
|
|
|
171,582
|
|
|
141,339
|
|
|
Consumer and other loans
|
11,040
|
|
|
9,372
|
|
|
21,487
|
|
|
17,996
|
|
|
Total interest income
|
132,385
|
|
|
117,715
|
|
|
258,501
|
|
|
220,781
|
|
|
Interest Expense
|
|
|
|
|
|
|
|
|||||
Deposits
|
5,624
|
|
|
4,617
|
|
|
10,965
|
|
|
8,533
|
|
|
Securities sold under agreements to repurchase
|
886
|
|
|
486
|
|
|
1,688
|
|
|
971
|
|
|
Federal Home Loan Bank advances
|
3,847
|
|
|
2,513
|
|
|
6,902
|
|
|
4,602
|
|
|
Other borrowed funds
|
38
|
|
|
26
|
|
|
76
|
|
|
42
|
|
|
Subordinated debentures
|
1,694
|
|
|
1,519
|
|
|
3,362
|
|
|
2,787
|
|
|
Total interest expense
|
12,089
|
|
|
9,161
|
|
|
22,993
|
|
|
16,935
|
|
|
Net Interest Income
|
120,296
|
|
|
108,554
|
|
|
235,508
|
|
|
203,846
|
|
|
Provision for loan losses
|
—
|
|
|
4,718
|
|
|
57
|
|
|
5,513
|
|
|
Net interest income after provision for loan losses
|
120,296
|
|
|
103,836
|
|
|
235,451
|
|
|
198,333
|
|
|
Non-Interest Income
|
|
|
|
|
|
|
|
|||||
Service charges and other fees
|
20,025
|
|
|
18,804
|
|
|
38,040
|
|
|
35,675
|
|
|
Miscellaneous loan fees and charges
|
1,192
|
|
|
2,243
|
|
|
2,159
|
|
|
3,720
|
|
|
Gain on sale of loans
|
7,762
|
|
|
8,142
|
|
|
13,560
|
|
|
14,239
|
|
|
Gain (loss) on sale of debt securities
|
134
|
|
|
(56
|
)
|
|
347
|
|
|
(389
|
)
|
|
Other income
|
1,721
|
|
|
2,695
|
|
|
5,202
|
|
|
4,669
|
|
|
Total non-interest income
|
30,834
|
|
|
31,828
|
|
|
59,308
|
|
|
57,914
|
|
|
Non-Interest Expense
|
|
|
|
|
|
|
|
|||||
Compensation and employee benefits
|
51,973
|
|
|
49,023
|
|
|
104,701
|
|
|
94,744
|
|
|
Occupancy and equipment
|
8,180
|
|
|
7,662
|
|
|
16,617
|
|
|
14,936
|
|
|
Advertising and promotions
|
2,767
|
|
|
2,530
|
|
|
5,155
|
|
|
4,700
|
|
|
Data processing
|
4,062
|
|
|
4,241
|
|
|
7,954
|
|
|
8,208
|
|
|
Other real estate owned
|
191
|
|
|
211
|
|
|
330
|
|
|
283
|
|
|
Regulatory assessments and insurance
|
1,848
|
|
|
1,329
|
|
|
3,133
|
|
|
2,535
|
|
|
Core deposit intangibles amortization
|
1,865
|
|
|
1,748
|
|
|
3,559
|
|
|
2,804
|
|
|
Other expenses
|
15,284
|
|
|
15,051
|
|
|
27,551
|
|
|
27,212
|
|
|
Total non-interest expense
|
86,170
|
|
|
81,795
|
|
|
169,000
|
|
|
155,422
|
|
|
Income Before Income Taxes
|
64,960
|
|
|
53,869
|
|
|
125,759
|
|
|
100,825
|
|
|
Federal and state income tax expense
|
12,568
|
|
|
9,485
|
|
|
24,235
|
|
|
17,882
|
|
|
Net Income
|
$
|
52,392
|
|
|
44,384
|
|
|
101,524
|
|
|
82,943
|
|
Basic earnings per share
|
$
|
0.61
|
|
|
0.53
|
|
|
1.19
|
|
|
1.00
|
|
Diluted earnings per share
|
$
|
0.61
|
|
|
0.52
|
|
|
1.19
|
|
|
1.00
|
|
Dividends declared per share
|
$
|
0.27
|
|
|
0.26
|
|
|
0.53
|
|
|
0.49
|
|
Average outstanding shares - basic
|
85,826,290
|
|
|
84,514,257
|
|
|
85,191,658
|
|
|
82,671,816
|
|
|
Average outstanding shares - diluted
|
85,858,286
|
|
|
84,559,268
|
|
|
85,241,238
|
|
|
82,734,407
|
|
|
Three Months ended
|
|
Six Months ended
|
|||||||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
|||||
Net Income
|
$
|
52,392
|
|
|
44,384
|
|
|
101,524
|
|
|
82,943
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
|
|
|
|
|||||
Unrealized gains (losses) on available-for-sale securities
|
29,877
|
|
|
(6,696
|
)
|
|
76,329
|
|
|
(32,407
|
)
|
|
Reclassification adjustment for (gains) losses included in net income
|
(134
|
)
|
|
64
|
|
|
(355
|
)
|
|
346
|
|
|
Net unrealized gains (losses) on available-for-sale securities
|
29,743
|
|
|
(6,632
|
)
|
|
75,974
|
|
|
(32,061
|
)
|
|
Tax effect
|
(7,537
|
)
|
|
1,681
|
|
|
(19,252
|
)
|
|
8,125
|
|
|
Net of tax amount
|
22,206
|
|
|
(4,951
|
)
|
|
56,722
|
|
|
(23,936
|
)
|
|
Unrealized (losses) gains on derivatives used for cash flow hedges
|
(3,820
|
)
|
|
1,689
|
|
|
(5,654
|
)
|
|
6,068
|
|
|
Reclassification adjustment for losses included in net income
|
278
|
|
|
577
|
|
|
501
|
|
|
1,477
|
|
|
Net unrealized (losses) gains on derivatives used for cash flow hedges
|
(3,542
|
)
|
|
2,266
|
|
|
(5,153
|
)
|
|
7,545
|
|
|
Tax effect
|
897
|
|
|
(574
|
)
|
|
1,306
|
|
|
(1,912
|
)
|
|
Net of tax amount
|
(2,645
|
)
|
|
1,692
|
|
|
(3,847
|
)
|
|
5,633
|
|
|
Total other comprehensive income (loss), net of tax
|
19,561
|
|
|
(3,259
|
)
|
|
52,875
|
|
|
(18,303
|
)
|
|
Total Comprehensive Income
|
$
|
71,953
|
|
|
41,125
|
|
|
154,399
|
|
|
64,640
|
|
(Dollars in thousands, except per share data)
|
Common Stock
|
|
Paid-in Capital
|
|
Retained
Earnings
Substantially Restricted
|
|
Accumulated
Other Compre-
hensive (Loss) Income
|
|
|
|||||||||
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||
Balance at April 1, 2018
|
84,511,472
|
|
|
$
|
845
|
|
|
1,048,860
|
|
|
421,342
|
|
|
(17,023
|
)
|
|
1,454,024
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
44,384
|
|
|
—
|
|
|
44,384
|
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,259
|
)
|
|
(3,259
|
)
|
|
Cash dividends declared ($0.26 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,021
|
)
|
|
—
|
|
|
(22,021
|
)
|
|
Stock issuances under stock incentive plans
|
5,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Stock-based compensation and related taxes
|
—
|
|
|
—
|
|
|
864
|
|
|
—
|
|
|
—
|
|
|
864
|
|
|
Balance at June 30, 2018
|
84,516,650
|
|
|
$
|
845
|
|
|
1,049,724
|
|
|
443,705
|
|
|
(20,282
|
)
|
|
1,473,992
|
|
Balance at April 1, 2019
|
84,588,199
|
|
|
$
|
846
|
|
|
1,051,299
|
|
|
474,818
|
|
|
23,887
|
|
|
1,550,850
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
52,392
|
|
|
—
|
|
|
52,392
|
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,561
|
|
|
19,561
|
|
|
Cash dividends declared ($0.27 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,437
|
)
|
|
—
|
|
|
(23,437
|
)
|
|
Stock issued in connection with acquisitions
|
2,046,341
|
|
|
20
|
|
|
87,133
|
|
|
—
|
|
|
—
|
|
|
87,153
|
|
|
Stock issuances under stock incentive plans
|
2,854
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Stock-based compensation and related taxes
|
—
|
|
|
—
|
|
|
857
|
|
|
—
|
|
|
—
|
|
|
857
|
|
|
Balance at June 30, 2019
|
86,637,394
|
|
|
$
|
866
|
|
|
1,139,289
|
|
|
503,773
|
|
|
43,448
|
|
|
1,687,376
|
|
(Dollars in thousands, except per share data)
|
Common Stock
|
|
Paid-in Capital
|
|
Retained
Earnings
Substantially Restricted
|
|
Accumulated
Other Compre-
hensive (Loss) Income
|
|
|
|||||||||
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||
Balance at January 1, 2018
|
78,006,956
|
|
|
$
|
780
|
|
|
797,997
|
|
|
402,259
|
|
|
(1,979
|
)
|
|
1,199,057
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
82,943
|
|
|
—
|
|
|
82,943
|
|
|
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,303
|
)
|
|
(18,303
|
)
|
|
Cash dividends declared ($0.49 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,497
|
)
|
|
—
|
|
|
(41,497
|
)
|
|
Stock issued in connection with acquisitions
|
6,432,868
|
|
|
64
|
|
|
250,743
|
|
|
—
|
|
|
—
|
|
|
250,807
|
|
|
Stock issuances under stock incentive plans
|
76,826
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Stock-based compensation and related taxes
|
—
|
|
|
—
|
|
|
985
|
|
|
—
|
|
|
—
|
|
|
985
|
|
|
Balance at June 30, 2018
|
84,516,650
|
|
|
$
|
845
|
|
|
1,049,724
|
|
|
443,705
|
|
|
(20,282
|
)
|
|
1,473,992
|
|
Balance at January 1, 2019
|
84,521,692
|
|
|
$
|
845
|
|
|
1,051,253
|
|
|
473,183
|
|
|
(9,427
|
)
|
|
1,515,854
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
101,524
|
|
|
—
|
|
|
101,524
|
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,875
|
|
|
52,875
|
|
|
Cash dividends declared ($0.53 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,476
|
)
|
|
—
|
|
|
(45,476
|
)
|
|
Stock issued in connection with acquisitions
|
2,046,341
|
|
|
20
|
|
|
87,133
|
|
|
—
|
|
|
—
|
|
|
87,153
|
|
|
Stock issuances under stock incentive plans
|
69,361
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Stock-based compensation and related taxes
|
—
|
|
|
—
|
|
|
904
|
|
|
—
|
|
|
—
|
|
|
904
|
|
|
Cumulative-effect of accounting changes
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,458
|
)
|
|
—
|
|
|
(25,458
|
)
|
|
Balance at June 30, 2019
|
86,637,394
|
|
|
$
|
866
|
|
|
1,139,289
|
|
|
503,773
|
|
|
43,448
|
|
|
1,687,376
|
|
|
Six Months ended
|
|||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|||
Operating Activities
|
|
|
|
|||
Net income
|
$
|
101,524
|
|
|
82,943
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|||
Provision for loan losses
|
57
|
|
|
5,513
|
|
|
Net amortization of debt securities
|
8,707
|
|
|
6,835
|
|
|
Net accretion of purchase accounting adjustments
|
(2,187
|
)
|
|
(1,425
|
)
|
|
Amortization of debt modification costs
|
825
|
|
|
825
|
|
|
Origination of loans held for sale
|
(353,921
|
)
|
|
(415,553
|
)
|
|
Proceeds from loans held for sale
|
346,144
|
|
|
425,484
|
|
|
Gain on sale of loans
|
(13,560
|
)
|
|
(14,239
|
)
|
|
(Gain) loss on sale of debt securities
|
(347
|
)
|
|
389
|
|
|
Bank-owned life insurance income, net
|
(1,021
|
)
|
|
(1,310
|
)
|
|
Stock-based compensation, net of tax benefits
|
1,850
|
|
|
1,868
|
|
|
Depreciation and amortization of premises and equipment
|
9,011
|
|
|
7,544
|
|
|
Gain on sale and write-downs of other real estate owned, net
|
(334
|
)
|
|
(81
|
)
|
|
Amortization of core deposit intangibles
|
3,559
|
|
|
2,804
|
|
|
Amortization of investments in variable interest entities
|
3,885
|
|
|
2,911
|
|
|
Net increase in accrued interest receivable
|
(3,213
|
)
|
|
(4,306
|
)
|
|
Net (increase) decrease in other assets
|
(6,520
|
)
|
|
1,048
|
|
|
Net increase in accrued interest payable
|
749
|
|
|
57
|
|
|
Net decrease in other liabilities
|
(9,518
|
)
|
|
(2,070
|
)
|
|
Net cash provided by operating activities
|
85,690
|
|
|
99,237
|
|
|
Investing Activities
|
|
|
|
|||
Sales of available-for-sale debt securities
|
415,093
|
|
|
219,855
|
|
|
Maturities, prepayments and calls of available-for-sale debt securities
|
247,854
|
|
|
156,482
|
|
|
Purchases of available-for-sale debt securities
|
(457,915
|
)
|
|
(499,552
|
)
|
|
Maturities, prepayments and calls of held-to-maturity debt securities
|
32,575
|
|
|
26,767
|
|
|
Principal collected on loans
|
1,364,270
|
|
|
1,269,145
|
|
|
Loan originations
|
(1,675,181
|
)
|
|
(1,681,348
|
)
|
|
Net additions to premises and equipment
|
(11,882
|
)
|
|
(11,297
|
)
|
|
Proceeds from sale of other real estate owned
|
2,440
|
|
|
1,693
|
|
|
Proceeds from redemption of non-marketable equity securities
|
76,948
|
|
|
41,393
|
|
|
Purchases of non-marketable equity securities
|
(71,198
|
)
|
|
(40,385
|
)
|
|
Proceeds from bank-owned life insurance
|
—
|
|
|
299
|
|
|
Investments in variable interest entities
|
(6,451
|
)
|
|
(23,072
|
)
|
|
Net cash received from acquisitions
|
11,307
|
|
|
101,268
|
|
|
Net cash used in investing activities
|
(72,140
|
)
|
|
(438,752
|
)
|
|
Six Months ended
|
|||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|||
Financing Activities
|
|
|
|
|||
Net increase in deposits
|
$
|
86,429
|
|
|
528,881
|
|
Net increase (decrease) in securities sold under agreements to repurchase
|
97,091
|
|
|
(30,238
|
)
|
|
Net (decrease) increase in short-term Federal Home Loan Bank advances
|
(120,000
|
)
|
|
40,000
|
|
|
Repayments of long-term Federal Home Loan Bank advances
|
(987
|
)
|
|
(528
|
)
|
|
Net increase (decrease) in other borrowed funds
|
54
|
|
|
(9,850
|
)
|
|
Cash dividends paid
|
(47,560
|
)
|
|
(19,551
|
)
|
|
Tax withholding payments for stock-based compensation
|
(1,158
|
)
|
|
(1,071
|
)
|
|
Net cash provided by financing activities
|
13,869
|
|
|
507,643
|
|
|
Net increase in cash, cash equivalents and restricted cash
|
27,419
|
|
|
168,128
|
|
|
Cash, cash equivalents and restricted cash at beginning of period
|
203,790
|
|
|
200,004
|
|
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
231,209
|
|
|
368,132
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|||
Cash paid during the period for interest
|
$
|
22,244
|
|
|
16,878
|
|
Cash paid during the period for income taxes
|
21,680
|
|
|
12,403
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities
|
|
|
|
|||
Sale and refinancing of other real estate owned
|
$
|
7
|
|
|
372
|
|
Transfer of loans to other real estate owned
|
1,914
|
|
|
1,144
|
|
|
Right-of-use assets obtained in exchange for operating lease liabilities
|
3,862
|
|
|
—
|
|
|
Dividends declared but not paid
|
23,482
|
|
|
22,211
|
|
|
Acquisitions
|
|
|
|
|||
Fair value of common stock shares issued
|
87,153
|
|
|
250,807
|
|
|
Cash consideration
|
4
|
|
|
16,265
|
|
|
Effective settlement of a pre-existing receivable
|
—
|
|
|
10,054
|
|
|
Fair value of assets acquired
|
379,155
|
|
|
1,549,158
|
|
|
Liabilities assumed
|
291,998
|
|
|
1,383,756
|
|
•
|
reduction of the stated interest rate for the remaining term of the debt;
|
•
|
extension of the maturity date(s) at a stated rate of interest lower than the current market rate for newly originated debt having similar risk characteristics; and
|
•
|
reduction of the face amount of the debt as stated in the debt agreements.
|
•
|
analysis of global, i.e., aggregate debt service for total debt obligations;
|
•
|
assessment of the value and security protection of collateral pledged using current market conditions and alternative market assumptions across a variety of potential future situations; and
|
•
|
loan structures and related covenants.
|
•
|
changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses;
|
•
|
changes in global, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments;
|
•
|
changes in the nature and volume of the portfolio and in the terms of loans;
|
•
|
changes in experience, ability, and depth of lending management and other relevant staff;
|
•
|
changes in the volume and severity of past due and nonaccrual loans;
|
•
|
changes in the quality of the Company’s loan review system;
|
•
|
changes in the value of underlying collateral for collateral-dependent loans;
|
•
|
the existence and effect of any concentrations of credit, and changes in the level of such concentrations; and
|
•
|
the effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Company’s existing portfolio.
|
|
June 30, 2019
|
|||||||||||
|
Amortized Cost
|
|
Gross Unrealized
|
|
Fair Value
|
|||||||
(Dollars in thousands)
|
|
Gains
|
|
Losses
|
|
|||||||
Available-for-sale
|
|
|
|
|
|
|
|
|||||
U.S. government and federal agency
|
$
|
19,603
|
|
|
25
|
|
|
(141
|
)
|
|
19,487
|
|
U.S. government sponsored enterprises
|
117,911
|
|
|
2,039
|
|
|
—
|
|
|
119,950
|
|
|
State and local governments
|
671,714
|
|
|
28,506
|
|
|
(27
|
)
|
|
700,193
|
|
|
Corporate bonds
|
177,812
|
|
|
1,895
|
|
|
(23
|
)
|
|
179,684
|
|
|
Residential mortgage-backed securities
|
697,041
|
|
|
5,432
|
|
|
(1,684
|
)
|
|
700,789
|
|
|
Commercial mortgage-backed securities
|
719,436
|
|
|
31,294
|
|
|
(199
|
)
|
|
750,531
|
|
|
Total available-for-sale
|
2,403,517
|
|
|
69,191
|
|
|
(2,074
|
)
|
|
2,470,634
|
|
|
Held-to-maturity
|
|
|
|
|
|
|
|
|||||
State and local governments
|
252,097
|
|
|
8,597
|
|
|
—
|
|
|
260,694
|
|
|
Total held-to-maturity
|
252,097
|
|
|
8,597
|
|
|
—
|
|
|
260,694
|
|
|
Total debt securities
|
$
|
2,655,614
|
|
|
77,788
|
|
|
(2,074
|
)
|
|
2,731,328
|
|
|
December 31, 2018
|
|||||||||||
|
Amortized Cost
|
|
Gross Unrealized
|
|
Fair Value
|
|||||||
(Dollars in thousands)
|
|
Gains
|
|
Losses
|
|
|||||||
Available-for-sale
|
|
|
|
|
|
|
|
|||||
U.S. government and federal agency
|
$
|
23,757
|
|
|
54
|
|
|
(162
|
)
|
|
23,649
|
|
U.S. government sponsored enterprises
|
120,670
|
|
|
52
|
|
|
(514
|
)
|
|
120,208
|
|
|
State and local governments
|
844,636
|
|
|
18,936
|
|
|
(11,322
|
)
|
|
852,250
|
|
|
Corporate bonds
|
292,052
|
|
|
378
|
|
|
(1,613
|
)
|
|
290,817
|
|
|
Residential mortgage-backed securities
|
808,537
|
|
|
628
|
|
|
(16,250
|
)
|
|
792,915
|
|
|
Commercial mortgage-backed securities
|
490,868
|
|
|
3,312
|
|
|
(2,356
|
)
|
|
491,824
|
|
|
Total available-for-sale
|
2,580,520
|
|
|
23,360
|
|
|
(32,217
|
)
|
|
2,571,663
|
|
|
Held-to-maturity
|
|
|
|
|
|
|
|
|||||
State and local governments
|
297,915
|
|
|
1,380
|
|
|
(11,039
|
)
|
|
288,256
|
|
|
Total held-to-maturity
|
297,915
|
|
|
1,380
|
|
|
(11,039
|
)
|
|
288,256
|
|
|
Total debt securities
|
$
|
2,878,435
|
|
|
24,740
|
|
|
(43,256
|
)
|
|
2,859,919
|
|
|
June 30, 2019
|
|||||||||||
|
Available-for-Sale
|
|
Held-to-Maturity
|
|||||||||
(Dollars in thousands)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|||||
Due within one year
|
$
|
50,668
|
|
|
50,748
|
|
|
—
|
|
|
—
|
|
Due after one year through five years
|
241,525
|
|
|
245,014
|
|
|
8,391
|
|
|
8,678
|
|
|
Due after five years through ten years
|
285,233
|
|
|
298,290
|
|
|
78,886
|
|
|
82,526
|
|
|
Due after ten years
|
409,614
|
|
|
425,262
|
|
|
164,820
|
|
|
169,490
|
|
|
|
987,040
|
|
|
1,019,314
|
|
|
252,097
|
|
|
260,694
|
|
|
Mortgage-backed securities 1
|
1,416,477
|
|
|
1,451,320
|
|
|
—
|
|
|
—
|
|
|
Total
|
$
|
2,403,517
|
|
|
2,470,634
|
|
|
252,097
|
|
|
260,694
|
|
|
Three Months ended
|
|
Six Months ended
|
|||||||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
|||||
Available-for-sale
|
|
|
|
|
|
|
|
|||||
Proceeds from sales and calls of debt securities
|
$
|
172,323
|
|
|
4,765
|
|
|
476,371
|
|
|
233,446
|
|
Gross realized gains 1
|
1,347
|
|
|
9
|
|
|
4,284
|
|
|
15
|
|
|
Gross realized losses 1
|
(1,213
|
)
|
|
(73
|
)
|
|
(3,929
|
)
|
|
(361
|
)
|
|
Held-to-maturity
|
|
|
|
|
|
|
|
|||||
Proceeds from calls of debt securities
|
2,630
|
|
|
13,470
|
|
|
32,575
|
|
|
28,935
|
|
|
Gross realized gains 1
|
—
|
|
|
10
|
|
|
2
|
|
|
64
|
|
|
Gross realized losses 1
|
—
|
|
|
(2
|
)
|
|
(10
|
)
|
|
(107
|
)
|
|
June 30, 2019
|
|||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. government and federal agency
|
$
|
5,149
|
|
|
(57
|
)
|
|
8,790
|
|
|
(84
|
)
|
|
13,939
|
|
|
(141
|
)
|
State and local governments
|
—
|
|
|
—
|
|
|
5,237
|
|
|
(27
|
)
|
|
5,237
|
|
|
(27
|
)
|
|
Corporate bonds
|
5,054
|
|
|
(4
|
)
|
|
13,519
|
|
|
(19
|
)
|
|
18,573
|
|
|
(23
|
)
|
|
Residential mortgage-backed securities
|
3,169
|
|
|
(23
|
)
|
|
237,479
|
|
|
(1,661
|
)
|
|
240,648
|
|
|
(1,684
|
)
|
|
Commercial mortgage-backed securities
|
—
|
|
|
—
|
|
|
17,956
|
|
|
(199
|
)
|
|
17,956
|
|
|
(199
|
)
|
|
Total available-for-sale
|
$
|
13,372
|
|
|
(84
|
)
|
|
282,981
|
|
|
(1,990
|
)
|
|
296,353
|
|
|
(2,074
|
)
|
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
State and local governments
|
$
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
Total held-to-maturity
|
$
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
December 31, 2018
|
|||||||||||||||||
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
|||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. government and federal agency
|
$
|
4,287
|
|
|
(27
|
)
|
|
10,519
|
|
|
(135
|
)
|
|
14,806
|
|
|
(162
|
)
|
U.S. government sponsored enterprises
|
43,400
|
|
|
(103
|
)
|
|
35,544
|
|
|
(411
|
)
|
|
78,944
|
|
|
(514
|
)
|
|
State and local governments
|
72,080
|
|
|
(922
|
)
|
|
232,244
|
|
|
(10,400
|
)
|
|
304,324
|
|
|
(11,322
|
)
|
|
Corporate bonds
|
119,111
|
|
|
(937
|
)
|
|
114,800
|
|
|
(676
|
)
|
|
233,911
|
|
|
(1,613
|
)
|
|
Residential mortgage-backed securities
|
132,405
|
|
|
(833
|
)
|
|
537,202
|
|
|
(15,417
|
)
|
|
669,607
|
|
|
(16,250
|
)
|
|
Commercial mortgage-backed securities
|
73,118
|
|
|
(402
|
)
|
|
86,504
|
|
|
(1,954
|
)
|
|
159,622
|
|
|
(2,356
|
)
|
|
Total available-for-sale
|
$
|
444,401
|
|
|
(3,224
|
)
|
|
1,016,813
|
|
|
(28,993
|
)
|
|
1,461,214
|
|
|
(32,217
|
)
|
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
State and local governments
|
$
|
87,392
|
|
|
(2,778
|
)
|
|
126,226
|
|
|
(8,261
|
)
|
|
213,618
|
|
|
(11,039
|
)
|
Total held-to-maturity
|
$
|
87,392
|
|
|
(2,778
|
)
|
|
126,226
|
|
|
(8,261
|
)
|
|
213,618
|
|
|
(11,039
|
)
|
|
At or for the Six Months ended
|
|
At or for the Year ended
|
|||
(Dollars in thousands)
|
June 30,
2019 |
|
December 31,
2018 |
|||
Residential real estate loans
|
$
|
920,715
|
|
|
887,742
|
|
Commercial loans
|
|
|
|
|||
Real estate
|
4,959,863
|
|
|
4,657,561
|
|
|
Other commercial
|
2,076,605
|
|
|
1,911,171
|
|
|
Total
|
7,036,468
|
|
|
6,568,732
|
|
|
Consumer and other loans
|
|
|
|
|||
Home equity
|
596,041
|
|
|
544,688
|
|
|
Other consumer
|
288,553
|
|
|
286,387
|
|
|
Total
|
884,594
|
|
|
831,075
|
|
|
Loans receivable
|
8,841,777
|
|
|
8,287,549
|
|
|
Allowance for loan and lease losses
|
(129,054
|
)
|
|
(131,239
|
)
|
|
Loans receivable, net
|
$
|
8,712,723
|
|
|
8,156,310
|
|
Net deferred origination (fees) costs included in loans receivable
|
$
|
(5,936
|
)
|
|
(5,685
|
)
|
Net purchase accounting (discounts) premiums included in loans receivable
|
$
|
(24,349
|
)
|
|
(25,172
|
)
|
Weighted-average interest rate on loans (tax-equivalent)
|
5.19
|
%
|
|
4.97
|
%
|
|
Three Months ended June 30, 2019
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate
|
|
Commercial
Real Estate
|
|
Other
Commercial
|
|
Home
Equity
|
|
Other
Consumer
|
|||||||
Balance at beginning of period
|
$
|
129,786
|
|
|
10,711
|
|
|
72,328
|
|
|
36,849
|
|
|
5,880
|
|
|
4,018
|
|
Provision for loan losses
|
—
|
|
|
(105
|
)
|
|
(196
|
)
|
|
(829
|
)
|
|
(73
|
)
|
|
1,203
|
|
|
Charge-offs
|
(2,859
|
)
|
|
(49
|
)
|
|
(126
|
)
|
|
(358
|
)
|
|
(20
|
)
|
|
(2,306
|
)
|
|
Recoveries
|
2,127
|
|
|
138
|
|
|
441
|
|
|
597
|
|
|
14
|
|
|
937
|
|
|
Balance at end of period
|
$
|
129,054
|
|
|
10,695
|
|
|
72,447
|
|
|
36,259
|
|
|
5,801
|
|
|
3,852
|
|
|
Three Months ended June 30, 2018
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate
|
|
Commercial
Real Estate
|
|
Other
Commercial
|
|
Home
Equity
|
|
Other
Consumer
|
|||||||
Balance at beginning of period
|
$
|
127,608
|
|
|
10,634
|
|
|
68,342
|
|
|
38,108
|
|
|
6,040
|
|
|
4,484
|
|
Provision for loan losses
|
4,718
|
|
|
258
|
|
|
2,774
|
|
|
675
|
|
|
8
|
|
|
1,003
|
|
|
Charge-offs
|
(2,604
|
)
|
|
(44
|
)
|
|
(190
|
)
|
|
(640
|
)
|
|
(7
|
)
|
|
(1,723
|
)
|
|
Recoveries
|
1,842
|
|
|
55
|
|
|
319
|
|
|
521
|
|
|
51
|
|
|
896
|
|
|
Balance at end of period
|
$
|
131,564
|
|
|
10,903
|
|
|
71,245
|
|
|
38,664
|
|
|
6,092
|
|
|
4,660
|
|
|
Six Months ended June 30, 2019
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate |
|
Commercial Real Estate
|
|
Other
Commercial |
|
Home
Equity |
|
Other
Consumer |
|||||||
Balance at beginning of period
|
$
|
131,239
|
|
|
10,631
|
|
|
72,448
|
|
|
38,160
|
|
|
5,811
|
|
|
4,189
|
|
Provision for loan losses
|
57
|
|
|
173
|
|
|
(344
|
)
|
|
(1,744
|
)
|
|
(9
|
)
|
|
1,981
|
|
|
Charge-offs
|
(6,200
|
)
|
|
(341
|
)
|
|
(409
|
)
|
|
(1,198
|
)
|
|
(28
|
)
|
|
(4,224
|
)
|
|
Recoveries
|
3,958
|
|
|
232
|
|
|
752
|
|
|
1,041
|
|
|
27
|
|
|
1,906
|
|
|
Balance at end of period
|
$
|
129,054
|
|
|
10,695
|
|
|
72,447
|
|
|
36,259
|
|
|
5,801
|
|
|
3,852
|
|
|
Six Months ended June 30, 2018
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate |
|
Commercial
Real Estate |
|
Other
Commercial |
|
Home
Equity |
|
Other
Consumer |
|||||||
Balance at beginning of period
|
$
|
129,568
|
|
|
10,798
|
|
|
68,515
|
|
|
39,303
|
|
|
6,204
|
|
|
4,748
|
|
Provision for loan losses
|
5,513
|
|
|
81
|
|
|
3,019
|
|
|
672
|
|
|
(194
|
)
|
|
1,935
|
|
|
Charge-offs
|
(7,611
|
)
|
|
(47
|
)
|
|
(1,223
|
)
|
|
(2,428
|
)
|
|
(19
|
)
|
|
(3,894
|
)
|
|
Recoveries
|
4,094
|
|
|
71
|
|
|
934
|
|
|
1,117
|
|
|
101
|
|
|
1,871
|
|
|
Balance at end of period
|
$
|
131,564
|
|
|
10,903
|
|
|
71,245
|
|
|
38,664
|
|
|
6,092
|
|
|
4,660
|
|
|
June 30, 2019
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate
|
|
Commercial
Real Estate
|
|
Other
Commercial
|
|
Home
Equity
|
|
Other
Consumer
|
|||||||
Loans receivable
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
$
|
101,981
|
|
|
10,782
|
|
|
62,939
|
|
|
22,150
|
|
|
3,221
|
|
|
2,889
|
|
Collectively evaluated for impairment
|
8,739,796
|
|
|
909,933
|
|
|
4,896,924
|
|
|
2,054,455
|
|
|
592,820
|
|
|
285,664
|
|
|
Total loans receivable
|
$
|
8,841,777
|
|
|
920,715
|
|
|
4,959,863
|
|
|
2,076,605
|
|
|
596,041
|
|
|
288,553
|
|
ALLL
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
$
|
108
|
|
|
—
|
|
|
38
|
|
|
68
|
|
|
—
|
|
|
2
|
|
Collectively evaluated for impairment
|
128,946
|
|
|
10,695
|
|
|
72,409
|
|
|
36,191
|
|
|
5,801
|
|
|
3,850
|
|
|
Total ALLL
|
$
|
129,054
|
|
|
10,695
|
|
|
72,447
|
|
|
36,259
|
|
|
5,801
|
|
|
3,852
|
|
|
December 31, 2018
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate
|
|
Commercial
Real Estate
|
|
Other
Commercial
|
|
Home
Equity
|
|
Other
Consumer
|
|||||||
Loans receivable
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
$
|
108,788
|
|
|
12,685
|
|
|
68,837
|
|
|
20,975
|
|
|
3,497
|
|
|
2,794
|
|
Collectively evaluated for impairment
|
8,178,761
|
|
|
875,057
|
|
|
4,588,724
|
|
|
1,890,196
|
|
|
541,191
|
|
|
283,593
|
|
|
Total loans receivable
|
$
|
8,287,549
|
|
|
887,742
|
|
|
4,657,561
|
|
|
1,911,171
|
|
|
544,688
|
|
|
286,387
|
|
ALLL
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
$
|
3,223
|
|
|
83
|
|
|
568
|
|
|
2,313
|
|
|
39
|
|
|
220
|
|
Collectively evaluated for impairment
|
128,016
|
|
|
10,548
|
|
|
71,880
|
|
|
35,847
|
|
|
5,772
|
|
|
3,969
|
|
|
Total ALLL
|
$
|
131,239
|
|
|
10,631
|
|
|
72,448
|
|
|
38,160
|
|
|
5,811
|
|
|
4,189
|
|
|
June 30, 2019
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate
|
|
Commercial
Real Estate
|
|
Other
Commercial
|
|
Home
Equity
|
|
Other
Consumer
|
|||||||
Accruing loans 30-59 days past due
|
$
|
19,891
|
|
|
208
|
|
|
8,069
|
|
|
6,325
|
|
|
3,340
|
|
|
1,949
|
|
Accruing loans 60-89 days past due
|
18,046
|
|
|
845
|
|
|
12,675
|
|
|
2,136
|
|
|
1,484
|
|
|
906
|
|
|
Accruing loans 90 days or more past due
|
3,463
|
|
|
1,333
|
|
|
1,385
|
|
|
254
|
|
|
229
|
|
|
262
|
|
|
Non-accrual loans
|
41,195
|
|
|
5,744
|
|
|
23,517
|
|
|
7,836
|
|
|
2,513
|
|
|
1,585
|
|
|
Total past due and non-accrual loans
|
82,595
|
|
|
8,130
|
|
|
45,646
|
|
|
16,551
|
|
|
7,566
|
|
|
4,702
|
|
|
Current loans receivable
|
8,759,182
|
|
|
912,585
|
|
|
4,914,217
|
|
|
2,060,054
|
|
|
588,475
|
|
|
283,851
|
|
|
Total loans receivable
|
$
|
8,841,777
|
|
|
920,715
|
|
|
4,959,863
|
|
|
2,076,605
|
|
|
596,041
|
|
|
288,553
|
|
|
December 31, 2018
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate
|
|
Commercial
Real Estate
|
|
Other
Commercial
|
|
Home
Equity
|
|
Other
Consumer
|
|||||||
Accruing loans 30-59 days past due
|
$
|
24,312
|
|
|
5,251
|
|
|
9,477
|
|
|
4,282
|
|
|
3,213
|
|
|
2,089
|
|
Accruing loans 60-89 days past due
|
9,255
|
|
|
860
|
|
|
3,231
|
|
|
3,838
|
|
|
735
|
|
|
591
|
|
|
Accruing loans 90 days or more past due
|
2,018
|
|
|
788
|
|
|
—
|
|
|
492
|
|
|
428
|
|
|
310
|
|
|
Non-accrual loans
|
47,252
|
|
|
8,021
|
|
|
27,264
|
|
|
8,619
|
|
|
2,575
|
|
|
773
|
|
|
Total past due and non-accrual loans
|
82,837
|
|
|
14,920
|
|
|
39,972
|
|
|
17,231
|
|
|
6,951
|
|
|
3,763
|
|
|
Current loans receivable
|
8,204,712
|
|
|
872,822
|
|
|
4,617,589
|
|
|
1,893,940
|
|
|
537,737
|
|
|
282,624
|
|
|
Total loans receivable
|
$
|
8,287,549
|
|
|
887,742
|
|
|
4,657,561
|
|
|
1,911,171
|
|
|
544,688
|
|
|
286,387
|
|
|
At or for the Three or Six Months ended June 30, 2019
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate
|
|
Commercial
Real Estate
|
|
Other
Commercial
|
|
Home
Equity
|
|
Other
Consumer
|
|||||||
Loans with a specific valuation allowance
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Recorded balance
|
$
|
5,638
|
|
|
43
|
|
|
5,474
|
|
|
100
|
|
|
—
|
|
|
21
|
|
Unpaid principal balance
|
5,640
|
|
|
43
|
|
|
5,474
|
|
|
102
|
|
|
—
|
|
|
21
|
|
|
Specific valuation allowance
|
108
|
|
|
—
|
|
|
38
|
|
|
68
|
|
|
—
|
|
|
2
|
|
|
Average balance - three months
|
10,850
|
|
|
44
|
|
|
5,739
|
|
|
5,052
|
|
|
—
|
|
|
15
|
|
|
Average balance - six months
|
13,632
|
|
|
681
|
|
|
6,941
|
|
|
5,791
|
|
|
40
|
|
|
179
|
|
|
Loans without a specific valuation allowance
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Recorded balance
|
96,343
|
|
|
10,739
|
|
|
57,465
|
|
|
22,050
|
|
|
3,221
|
|
|
2,868
|
|
|
Unpaid principal balance
|
113,211
|
|
|
12,004
|
|
|
68,852
|
|
|
25,363
|
|
|
3,857
|
|
|
3,135
|
|
|
Average balance - three months
|
92,346
|
|
|
10,670
|
|
|
58,283
|
|
|
17,500
|
|
|
3,139
|
|
|
2,754
|
|
|
Average balance - six months
|
91,428
|
|
|
10,690
|
|
|
58,686
|
|
|
16,236
|
|
|
3,218
|
|
|
2,598
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Recorded balance
|
101,981
|
|
|
10,782
|
|
|
62,939
|
|
|
22,150
|
|
|
3,221
|
|
|
2,889
|
|
|
Unpaid principal balance
|
118,851
|
|
|
12,047
|
|
|
74,326
|
|
|
25,465
|
|
|
3,857
|
|
|
3,156
|
|
|
Specific valuation allowance
|
108
|
|
|
—
|
|
|
38
|
|
|
68
|
|
|
—
|
|
|
2
|
|
|
Average balance - three months
|
103,196
|
|
|
10,714
|
|
|
64,022
|
|
|
22,552
|
|
|
3,139
|
|
|
2,769
|
|
|
Average balance - six months
|
105,060
|
|
|
11,371
|
|
|
65,627
|
|
|
22,027
|
|
|
3,258
|
|
|
2,777
|
|
|
At or for the Year ended December 31, 2018
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate
|
|
Commercial
Real Estate
|
|
Other
Commercial
|
|
Home
Equity
|
|
Other
Consumer
|
|||||||
Loans with a specific valuation allowance
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Recorded balance
|
$
|
19,197
|
|
|
1,957
|
|
|
9,345
|
|
|
7,268
|
|
|
120
|
|
|
507
|
|
Unpaid principal balance
|
19,491
|
|
|
2,220
|
|
|
9,345
|
|
|
7,268
|
|
|
120
|
|
|
538
|
|
|
Specific valuation allowance
|
3,223
|
|
|
83
|
|
|
568
|
|
|
2,313
|
|
|
39
|
|
|
220
|
|
|
Average balance
|
19,519
|
|
|
2,686
|
|
|
8,498
|
|
|
7,081
|
|
|
82
|
|
|
1,172
|
|
|
Loans without a specific valuation allowance
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Recorded balance
|
89,591
|
|
|
10,728
|
|
|
59,492
|
|
|
13,707
|
|
|
3,377
|
|
|
2,287
|
|
|
Unpaid principal balance
|
107,486
|
|
|
11,989
|
|
|
71,300
|
|
|
17,689
|
|
|
3,986
|
|
|
2,522
|
|
|
Average balance
|
106,747
|
|
|
10,269
|
|
|
73,889
|
|
|
17,376
|
|
|
3,465
|
|
|
1,748
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Recorded balance
|
108,788
|
|
|
12,685
|
|
|
68,837
|
|
|
20,975
|
|
|
3,497
|
|
|
2,794
|
|
|
Unpaid principal balance
|
126,977
|
|
|
14,209
|
|
|
80,645
|
|
|
24,957
|
|
|
4,106
|
|
|
3,060
|
|
|
Specific valuation allowance
|
3,223
|
|
|
83
|
|
|
568
|
|
|
2,313
|
|
|
39
|
|
|
220
|
|
|
Average balance
|
126,266
|
|
|
12,955
|
|
|
82,387
|
|
|
24,457
|
|
|
3,547
|
|
|
2,920
|
|
|
Three Months ended June 30, 2019
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate
|
|
Commercial
Real Estate
|
|
Other
Commercial
|
|
Home
Equity
|
|
Other
Consumer
|
|||||||
TDRs that occurred during the period
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Number of loans
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
Pre-modification recorded balance
|
$
|
388
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
271
|
|
Post-modification recorded balance
|
$
|
374
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
251
|
|
TDRs that subsequently defaulted
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Number of loans
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Recorded balance
|
$
|
305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305
|
|
|
Three Months ended June 30, 2018
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate
|
|
Commercial
Real Estate
|
|
Other
Commercial
|
|
Home
Equity
|
|
Other
Consumer
|
|||||||
TDRs that occurred during the period
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Number of loans
|
8
|
|
|
1
|
|
|
4
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
Pre-modification recorded balance
|
$
|
5,273
|
|
|
227
|
|
|
4,623
|
|
|
171
|
|
|
252
|
|
|
—
|
|
Post-modification recorded balance
|
$
|
5,159
|
|
|
227
|
|
|
4,509
|
|
|
171
|
|
|
252
|
|
|
—
|
|
TDRs that subsequently defaulted
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Number of loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Recorded balance
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Six Months ended June 30, 2019
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate |
|
Commercial
Real Estate |
|
Other
Commercial |
|
Home
Equity |
|
Other
Consumer |
|||||||
TDRs that occurred during the period
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Number of loans
|
8
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
Pre-modification recorded balance
|
$
|
2,093
|
|
|
117
|
|
|
1,035
|
|
|
567
|
|
|
103
|
|
|
271
|
|
Post-modification recorded balance
|
$
|
2,079
|
|
|
123
|
|
|
1,035
|
|
|
567
|
|
|
103
|
|
|
251
|
|
TDRs that subsequently defaulted
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Number of loans
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Recorded balance
|
$
|
305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305
|
|
|
Six Months ended June 30, 2018
|
|||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Residential
Real Estate |
|
Commercial
Real Estate |
|
Other
Commercial |
|
Home
Equity |
|
Other
Consumer |
|||||||
TDRs that occurred during the period
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Number of loans
|
20
|
|
|
3
|
|
|
8
|
|
|
7
|
|
|
2
|
|
|
—
|
|
|
Pre-modification recorded balance
|
$
|
21,270
|
|
|
666
|
|
|
12,901
|
|
|
7,451
|
|
|
252
|
|
|
—
|
|
Post-modification recorded balance
|
$
|
21,156
|
|
|
666
|
|
|
12,787
|
|
|
7,451
|
|
|
252
|
|
|
—
|
|
TDRs that subsequently defaulted
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Number of loans
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Recorded balance
|
$
|
334
|
|
|
334
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
June 30, 2019
|
|||||
(Dollars in thousands)
|
Finance Leases
|
|
Operating Leases
|
|||
ROU assets
|
$
|
951
|
|
|
|
|
Accumulated depreciation
|
(848
|
)
|
|
|
||
Net ROU assets
|
$
|
103
|
|
|
41,342
|
|
Lease liabilities
|
$
|
142
|
|
|
43,596
|
|
Weighted-average remaining lease term
|
2 years
|
|
|
19 years
|
|
|
Weighted-average discount rate
|
5.3
|
%
|
|
3.7
|
%
|
|
June 30, 2019
|
|||||
(Dollars in thousands)
|
Finance Leases
|
|
Operating Leases
|
|||
Maturing within one year
|
$
|
92
|
|
|
3,626
|
|
Maturing one year through two years
|
54
|
|
|
3,527
|
|
|
Maturing two years through three years
|
1
|
|
|
3,322
|
|
|
Maturing three years through four years
|
1
|
|
|
3,079
|
|
|
Maturing four years through five years
|
—
|
|
|
3,018
|
|
|
Thereafter
|
—
|
|
|
46,619
|
|
|
Total lease payments
|
148
|
|
|
63,191
|
|
|
Present value of lease payments
|
|
|
|
|||
Short-term
|
87
|
|
|
2,073
|
|
|
Long-term
|
55
|
|
|
41,523
|
|
|
Total present value of lease payments
|
142
|
|
|
43,596
|
|
|
Difference between lease payments and present value of lease payments
|
$
|
6
|
|
|
19,595
|
|
|
Three Months ended
|
|
Six Months ended
|
|||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2019 |
|||
Finance lease cost
|
|
|
|
|||
Amortization of ROU assets
|
$
|
16
|
|
|
32
|
|
Interest on lease liabilities
|
2
|
|
|
4
|
|
|
Operating lease cost
|
997
|
|
|
1,910
|
|
|
Short-term lease cost
|
119
|
|
|
228
|
|
|
Variable lease cost
|
222
|
|
|
421
|
|
|
Sublease income
|
(1
|
)
|
|
(3
|
)
|
|
Total lease expense
|
$
|
1,355
|
|
|
2,592
|
|
|
Three Months ended
|
|
Six Months ended
|
|||||||||
|
June 30, 2019
|
|
June 30, 2019
|
|||||||||
(Dollars in thousands)
|
Finance Leases
|
|
Operating Leases
|
|
Finance Leases
|
|
Operating Leases
|
|||||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
|
|
|
|
|
|||||
Operating cash flows
|
$
|
2
|
|
|
497
|
|
|
4
|
|
|
976
|
|
Financing cash flows
|
21
|
|
|
N/A
|
|
|
42
|
|
|
N/A
|
|
|
Three Months ended
|
|
Six Months ended
|
|||||||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
|||||
Net carrying value at beginning of period
|
$
|
289,586
|
|
|
289,535
|
|
|
289,586
|
|
|
177,811
|
|
Acquisitions
|
41,301
|
|
|
—
|
|
|
41,301
|
|
|
111,724
|
|
|
Net carrying value at end of period
|
$
|
330,887
|
|
|
289,535
|
|
|
330,887
|
|
|
289,535
|
|
(Dollars in thousands)
|
June 30,
2019 |
|
December 31,
2018 |
|||
Assets
|
|
|
|
|||
Loans receivable
|
$
|
80,466
|
|
|
80,123
|
|
Accrued interest receivable
|
161
|
|
|
96
|
|
|
Other assets
|
50,871
|
|
|
45,779
|
|
|
Total assets
|
$
|
131,498
|
|
|
125,998
|
|
Liabilities
|
|
|
|
|||
Other borrowed funds
|
$
|
14,623
|
|
|
14,527
|
|
Accrued interest payable
|
7
|
|
|
1
|
|
|
Other liabilities
|
39
|
|
|
125
|
|
|
Total liabilities
|
$
|
14,669
|
|
|
14,653
|
|
(Dollars in thousands)
|
Amount
|
||
Years ending December 31,
|
|
||
2019
|
$
|
7,004
|
|
2020
|
3,042
|
|
|
2021
|
2,640
|
|
|
2022
|
7,101
|
|
|
2023
|
59
|
|
|
Thereafter
|
641
|
|
|
Total
|
$
|
20,487
|
|
|
Three Months ended
|
|
Six Months ended
|
|||||||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
|||||
Amortization expense
|
$
|
1,478
|
|
|
1,030
|
|
|
2,895
|
|
|
1,921
|
|
Tax credits and other tax benefits recognized
|
2,009
|
|
|
1,423
|
|
|
3,967
|
|
|
2,663
|
|
|
June 30, 2019
|
||||||||
|
Remaining Contractual Maturity of the Agreements
|
||||||||
(Dollars in thousands)
|
Overnight and Continuous
|
|
Up to 30 Days
|
|
Total
|
||||
Residential mortgage-backed securities
|
$
|
295,255
|
|
|
—
|
|
|
295,255
|
|
Commercial mortgage-backed securities
|
199,396
|
|
|
—
|
|
|
199,396
|
|
|
Total
|
$
|
494,651
|
|
|
—
|
|
|
494,651
|
|
|
December 31, 2018
|
||||||||
|
Remaining Contractual Maturity of the Agreements
|
||||||||
(Dollars in thousands)
|
Overnight and Continuous
|
|
Up to 30 Days
|
|
Total
|
||||
Residential mortgage-backed securities
|
$
|
328,174
|
|
|
—
|
|
|
328,174
|
|
Commercial mortgage-backed securities
|
66,339
|
|
|
1,638
|
|
|
67,977
|
|
|
Total
|
$
|
394,513
|
|
|
1,638
|
|
|
396,151
|
|
(Dollars in thousands)
|
Forecasted
Notional Amount
|
|
Variable
Interest Rate 1
|
|
Fixed
Interest Rate 1
|
|
Payment Term
|
|||
Interest rate swap
|
$
|
160,000
|
|
|
3 month LIBOR
|
|
3.378
|
%
|
|
Oct. 21, 2014 - Oct. 21, 2021
|
Interest rate swap
|
100,000
|
|
|
3 month LIBOR
|
|
2.498
|
%
|
|
Nov. 30, 2015 - Nov. 30, 2022
|
|
Three Months ended
|
|
Six Months ended
|
|||||||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
|||||
Interest rate swaps
|
|
|
|
|
|
|
|
|||||
Amount of (loss) gain recognized in OCI
|
$
|
(3,820
|
)
|
|
1,689
|
|
|
(5,654
|
)
|
|
6,068
|
|
Amount of loss reclassified from OCI to interest expense
|
(278
|
)
|
|
(577
|
)
|
|
(501
|
)
|
|
(1,477
|
)
|
|
June 30, 2019
|
|
December 31, 2018
|
|||||||||||||||
(Dollars in thousands)
|
Gross Amount of Recognized Assets
|
|
Gross Amount Offset in the Statements of Financial Position
|
|
Net Amounts of Assets Presented in the Statements of Financial Position
|
|
Gross Amount of Recognized Assets
|
|
Gross Amount Offset in the Statements of Financial Position
|
|
Net Amounts of Assets Presented in the Statements of Financial Position
|
|||||||
Interest rate swaps
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|
(139
|
)
|
|
—
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|||||||||||||||
(Dollars in thousands)
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Statements of Financial Position
|
|
Net Amounts of Liabilities Presented in the Statements of Financial Position
|
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Statements of Financial Position
|
|
Net Amounts of Liabilities Presented in the Statements of Financial Position
|
|||||||
Interest rate swaps
|
$
|
8,923
|
|
|
—
|
|
|
8,923
|
|
|
3,908
|
|
|
(139
|
)
|
|
3,769
|
|
|
Three Months ended
|
|
Six Months ended
|
|||||||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
|||||
Consulting and outside services
|
$
|
2,010
|
|
|
1,795
|
|
|
3,777
|
|
|
3,174
|
|
Debit card expenses
|
1,435
|
|
|
1,148
|
|
|
3,304
|
|
|
2,788
|
|
|
Employee expenses
|
1,405
|
|
|
1,142
|
|
|
2,401
|
|
|
1,933
|
|
|
Telephone
|
1,210
|
|
|
1,142
|
|
|
2,385
|
|
|
2,163
|
|
|
Mergers and acquisition expenses
|
1,831
|
|
|
2,926
|
|
|
2,045
|
|
|
4,762
|
|
|
Business development
|
1,123
|
|
|
642
|
|
|
2,013
|
|
|
1,110
|
|
|
Loan expenses
|
943
|
|
|
984
|
|
|
1,802
|
|
|
1,788
|
|
|
Postage
|
823
|
|
|
776
|
|
|
1,656
|
|
|
1,555
|
|
|
Printing and supplies
|
786
|
|
|
792
|
|
|
1,511
|
|
|
1,483
|
|
|
VIE amortization and other expenses
|
906
|
|
|
938
|
|
|
1,451
|
|
|
1,412
|
|
|
ATM expenses
|
519
|
|
|
345
|
|
|
1,013
|
|
|
634
|
|
|
Checking and operating expenses
|
630
|
|
|
354
|
|
|
992
|
|
|
467
|
|
|
Accounting and audit fees
|
472
|
|
|
393
|
|
|
925
|
|
|
811
|
|
|
Legal fees
|
281
|
|
|
467
|
|
|
588
|
|
|
781
|
|
|
Other
|
910
|
|
|
1,207
|
|
|
1,688
|
|
|
2,351
|
|
|
Total other expenses
|
$
|
15,284
|
|
|
15,051
|
|
|
27,551
|
|
|
27,212
|
|
(Dollars in thousands)
|
Gains (Losses) on Available-For-Sale Debt Securities
|
|
Losses on Derivatives Used for Cash Flow Hedges
|
|
Total
|
||||
Balance at January 1, 2018
|
$
|
5,031
|
|
|
(7,010
|
)
|
|
(1,979
|
)
|
Other comprehensive (loss) income before reclassifications
|
(24,195
|
)
|
|
4,530
|
|
|
(19,665
|
)
|
|
Reclassification adjustments for losses included in net income
|
259
|
|
|
1,103
|
|
|
1,362
|
|
|
Net current period other comprehensive (loss) income
|
(23,936
|
)
|
|
5,633
|
|
|
(18,303
|
)
|
|
Balance at June 30, 2018
|
$
|
(18,905
|
)
|
|
(1,377
|
)
|
|
(20,282
|
)
|
Balance at January 1, 2019
|
$
|
(6,613
|
)
|
|
(2,814
|
)
|
|
(9,427
|
)
|
Other comprehensive income (loss) before reclassifications
|
56,988
|
|
|
(4,222
|
)
|
|
52,766
|
|
|
Reclassification adjustments for (gains) losses included in net income
|
(266
|
)
|
|
375
|
|
|
109
|
|
|
Net current period other comprehensive income (loss)
|
56,722
|
|
|
(3,847
|
)
|
|
52,875
|
|
|
Balance at June 30, 2019
|
$
|
50,109
|
|
|
(6,661
|
)
|
|
43,448
|
|
|
Three Months ended
|
|
Six Months ended
|
|||||||||
(Dollars in thousands, except per share data)
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
|||||
Net income available to common stockholders, basic and diluted
|
$
|
52,392
|
|
|
44,384
|
|
|
101,524
|
|
|
82,943
|
|
Average outstanding shares - basic
|
85,826,290
|
|
|
84,514,257
|
|
|
85,191,658
|
|
|
82,671,816
|
|
|
Add: dilutive restricted stock awards and stock options
|
31,996
|
|
|
45,011
|
|
|
49,580
|
|
|
62,591
|
|
|
Average outstanding shares - diluted
|
85,858,286
|
|
|
84,559,268
|
|
|
85,241,238
|
|
|
82,734,407
|
|
|
Basic earnings per share
|
$
|
0.61
|
|
|
0.53
|
|
|
1.19
|
|
|
1.00
|
|
Diluted earnings per share
|
$
|
0.61
|
|
|
0.52
|
|
|
1.19
|
|
|
1.00
|
|
Level 2
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
|
|
|
|
Fair Value Measurements
At the End of the Reporting Period Using
|
|||||||||
(Dollars in thousands)
|
Fair Value June 30, 2019
|
|
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||
Debt securities, available-for-sale
|
|
|
|
|
|
|
|
|||||
U.S. government and federal agency
|
$
|
19,487
|
|
|
—
|
|
|
19,487
|
|
|
—
|
|
U.S. government sponsored enterprises
|
119,950
|
|
|
—
|
|
|
119,950
|
|
|
—
|
|
|
State and local governments
|
700,193
|
|
|
—
|
|
|
700,193
|
|
|
—
|
|
|
Corporate bonds
|
179,684
|
|
|
—
|
|
|
179,684
|
|
|
—
|
|
|
Residential mortgage-backed securities
|
700,789
|
|
|
—
|
|
|
700,789
|
|
|
—
|
|
|
Commercial mortgage-backed securities
|
750,531
|
|
|
—
|
|
|
750,531
|
|
|
—
|
|
|
Loans held for sale, at fair value
|
54,711
|
|
|
—
|
|
|
54,711
|
|
|
—
|
|
|
Total assets measured at fair value on a recurring basis
|
$
|
2,525,345
|
|
|
—
|
|
|
2,525,345
|
|
|
—
|
|
Interest rate swaps
|
$
|
8,923
|
|
|
—
|
|
|
8,923
|
|
|
—
|
|
Total liabilities measured at fair value on a recurring basis
|
$
|
8,923
|
|
|
—
|
|
|
8,923
|
|
|
—
|
|
|
|
|
Fair Value Measurements
At the End of the Reporting Period Using
|
|||||||||
(Dollars in thousands)
|
Fair Value December 31, 2018
|
|
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||
Debt securities, available-for-sale
|
|
|
|
|
|
|
|
|||||
U.S. government and federal agency
|
$
|
23,649
|
|
|
—
|
|
|
23,649
|
|
|
—
|
|
U.S. government sponsored enterprises
|
120,208
|
|
|
—
|
|
|
120,208
|
|
|
—
|
|
|
State and local governments
|
852,250
|
|
|
—
|
|
|
852,250
|
|
|
—
|
|
|
Corporate bonds
|
290,817
|
|
|
—
|
|
|
290,817
|
|
|
—
|
|
|
Residential mortgage-backed securities
|
792,915
|
|
|
—
|
|
|
792,915
|
|
|
—
|
|
|
Commercial mortgage-backed securities
|
491,824
|
|
|
—
|
|
|
491,824
|
|
|
—
|
|
|
Loans held for sale, at fair value
|
33,156
|
|
|
—
|
|
|
33,156
|
|
|
—
|
|
|
Total assets measured at fair value on a recurring basis
|
$
|
2,604,819
|
|
|
—
|
|
|
2,604,819
|
|
|
—
|
|
Interest rate swaps
|
$
|
3,769
|
|
|
—
|
|
|
3,769
|
|
|
—
|
|
Total liabilities measured at fair value on a recurring basis
|
$
|
3,769
|
|
|
—
|
|
|
3,769
|
|
|
—
|
|
|
|
|
Fair Value Measurements
At the End of the Reporting Period Using
|
|||||||||
(Dollars in thousands)
|
Fair Value June 30, 2019
|
|
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||
Other real estate owned
|
$
|
662
|
|
|
—
|
|
|
—
|
|
|
662
|
|
Collateral-dependent impaired loans, net of ALLL
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
Total assets measured at fair value on a non-recurring basis
|
$
|
698
|
|
|
—
|
|
|
—
|
|
|
698
|
|
|
|
|
Fair Value Measurements
At the End of the Reporting Period Using
|
|||||||||
(Dollars in thousands)
|
Fair Value December 31, 2018
|
|
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||
Other real estate owned
|
$
|
1,011
|
|
|
—
|
|
|
—
|
|
|
1,011
|
|
Collateral-dependent impaired loans, net of ALLL
|
6,985
|
|
|
—
|
|
|
—
|
|
|
6,985
|
|
|
Total assets measured at fair value on a non-recurring basis
|
$
|
7,996
|
|
|
—
|
|
|
—
|
|
|
7,996
|
|
|
Fair Value June 30, 2019
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||
(Dollars in thousands)
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted-Average) 1
|
|||
Other real estate owned
|
$
|
662
|
|
|
Sales comparison approach
|
|
Selling costs
|
|
8.0% - 8.0% (8.0%)
|
Collateral-dependent impaired loans, net of ALLL
|
$
|
36
|
|
|
Sales comparison approach
|
|
Selling costs
|
|
10.0% - 17.0% (15.5%)
|
|
Fair Value December 31, 2018
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||
(Dollars in thousands)
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted-Average) 1
|
|||
Other real estate owned
|
$
|
1,011
|
|
|
Sales comparison approach
|
|
Selling costs
|
|
8.0% - 15.0% (9.2%)
|
Collateral-dependent impaired loans, net of ALLL
|
$
|
2,384
|
|
|
Sales comparison approach
|
|
Selling costs
|
|
8.0% - 20.0% (9.9%)
|
|
4,601
|
|
|
Combined approach
|
|
Selling costs
|
|
10.0% - 10.0% (10.0%)
|
|
|
$
|
6,985
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
At the End of the Reporting Period Using
|
|||||||||
(Dollars in thousands)
|
Carrying Amount June 30, 2019
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||
Financial assets
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
231,209
|
|
|
231,209
|
|
|
—
|
|
|
—
|
|
Debt securities, held-to-maturity
|
252,097
|
|
|
—
|
|
|
260,694
|
|
|
—
|
|
|
Loans receivable, net of ALLL
|
8,712,723
|
|
|
—
|
|
|
—
|
|
|
8,685,282
|
|
|
Total financial assets
|
$
|
9,196,029
|
|
|
231,209
|
|
|
260,694
|
|
|
8,685,282
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|||||
Term deposits
|
$
|
1,042,574
|
|
|
—
|
|
|
1,045,760
|
|
|
—
|
|
FHLB advances
|
319,996
|
|
|
—
|
|
|
320,360
|
|
|
—
|
|
|
Repurchase agreements and other borrowed funds
|
509,416
|
|
|
—
|
|
|
509,416
|
|
|
—
|
|
|
Subordinated debentures
|
139,912
|
|
|
—
|
|
|
126,867
|
|
|
—
|
|
|
Total financial liabilities
|
$
|
2,011,898
|
|
|
—
|
|
|
2,002,403
|
|
|
—
|
|
|
|
|
Fair Value Measurements
At the End of the Reporting Period Using
|
|||||||||
(Dollars in thousands)
|
Carrying Amount December 31, 2018
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||
Financial assets
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
203,790
|
|
|
203,790
|
|
|
—
|
|
|
—
|
|
Debt securities, held-to-maturity
|
297,915
|
|
|
—
|
|
|
288,256
|
|
|
—
|
|
|
Loans receivable, net of ALLL
|
8,156,310
|
|
|
—
|
|
|
—
|
|
|
8,079,112
|
|
|
Total financial assets
|
$
|
8,658,015
|
|
|
203,790
|
|
|
288,256
|
|
|
8,079,112
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|||||
Term deposits
|
$
|
1,070,208
|
|
|
—
|
|
|
1,069,777
|
|
|
—
|
|
FHLB advances
|
440,175
|
|
|
—
|
|
|
439,615
|
|
|
—
|
|
|
Repurchase agreements and other borrowed funds
|
410,859
|
|
|
—
|
|
|
410,859
|
|
|
—
|
|
|
Subordinated debentures
|
134,051
|
|
|
—
|
|
|
120,302
|
|
|
—
|
|
|
Total financial liabilities
|
$
|
2,055,293
|
|
|
—
|
|
|
2,040,553
|
|
|
—
|
|
(Dollars in thousands)
|
FNB April 30, 2019
|
||
Fair value of consideration transferred
|
|
||
Fair value of Company shares issued
|
$
|
87,153
|
|
Cash consideration
|
4
|
|
|
Total fair value of consideration transferred
|
87,157
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
||
Identifiable assets acquired
|
|
||
Cash and cash equivalents
|
11,311
|
|
|
Debt securities
|
47,247
|
|
|
Loans receivable
|
245,485
|
|
|
Core deposit intangible 1
|
8,963
|
|
|
Accrued income and other assets
|
24,848
|
|
|
Total identifiable assets acquired
|
337,854
|
|
|
Liabilities assumed
|
|
||
Deposits
|
274,646
|
|
|
Borrowings 2
|
7,273
|
|
|
Accrued expenses and other liabilities
|
10,079
|
|
|
Total liabilities assumed
|
291,998
|
|
|
Total identifiable net assets
|
45,856
|
|
|
Goodwill recognized
|
$
|
41,301
|
|
|
Three Months ended
|
|
Six Months ended
|
|||||||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30,
2019 |
|
June 30,
2018 |
|||||
Net interest income and non-interest income
|
$
|
152,673
|
|
|
144,649
|
|
|
300,916
|
|
|
270,231
|
|
Net income
|
50,155
|
|
|
45,854
|
|
|
100,896
|
|
|
85,697
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
the risks associated with lending and potential adverse changes of the credit quality of loans in the Company’s portfolio;
|
•
|
changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and profitability;
|
•
|
changes in the cost and scope of insurance from the Federal Deposit Insurance Corporation (“FDIC”) and other third parties;
|
•
|
legislative or regulatory changes, including increased banking and consumer protection regulation that adversely affect the Company’s business, both generally and as a result of the Company exceeding $10 billion in total consolidated assets;
|
•
|
ability to complete pending or prospective future acquisitions;
|
•
|
costs or difficulties related to the completion and integration of acquisitions;
|
•
|
the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital;
|
•
|
reduced demand for banking products and services;
|
•
|
the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain and maintain customers;
|
•
|
competition among financial institutions in the Company's markets may increase significantly;
|
•
|
the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions;
|
•
|
the projected business and profitability of an expansion or the opening of a new branch could be lower than expected;
|
•
|
consolidation in the financial services industry in the Company’s markets resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape;
|
•
|
dependence on the Chief Executive Officer (“CEO”), the senior management team and the Presidents of Glacier Bank (“Bank”) divisions;
|
•
|
material failure, potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures;
|
•
|
natural disasters, including fires, floods, earthquakes, and other unexpected events;
|
•
|
the Company’s success in managing risks involved in the foregoing; and
|
•
|
the effects of any reputational damage to the Company resulting from any of the foregoing.
|
|
At or for the Three Months ended
|
|
At or for the Six Months ended
|
||||||||||||
(Dollars in thousands, except per share and market data)
|
Jun 30,
2019 |
|
Mar 31,
2019 |
|
Jun 30,
2018 |
|
Jun 30,
2019 |
|
Jun 30,
2018 |
||||||
Operating results
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
52,392
|
|
|
49,132
|
|
|
44,384
|
|
|
101,524
|
|
|
82,943
|
|
Basic earnings per share
|
$
|
0.61
|
|
|
0.58
|
|
|
0.53
|
|
|
1.19
|
|
|
1.00
|
|
Diluted earnings per share
|
$
|
0.61
|
|
|
0.58
|
|
|
0.52
|
|
|
1.19
|
|
|
1.00
|
|
Dividends declared per share
|
$
|
0.27
|
|
|
0.26
|
|
|
0.26
|
|
|
0.53
|
|
|
0.49
|
|
Market value per share
|
|
|
|
|
|
|
|
|
|
||||||
Closing
|
$
|
40.55
|
|
|
40.07
|
|
|
38.68
|
|
|
40.55
|
|
|
38.68
|
|
High
|
$
|
43.44
|
|
|
45.47
|
|
|
41.47
|
|
|
45.47
|
|
|
41.47
|
|
Low
|
$
|
38.65
|
|
|
37.58
|
|
|
35.77
|
|
|
37.58
|
|
|
35.77
|
|
Selected ratios and other data
|
|
|
|
|
|
|
|
|
|
||||||
Number of common stock shares outstanding
|
86,637,394
|
|
|
84,588,199
|
|
|
84,516,650
|
|
|
86,637,394
|
|
|
84,516,650
|
|
|
Average outstanding shares - basic
|
85,826,290
|
|
|
84,549,974
|
|
|
84,514,257
|
|
|
85,191,658
|
|
|
82,671,816
|
|
|
Average outstanding shares - diluted
|
85,858,286
|
|
|
84,614,248
|
|
|
84,559,268
|
|
|
85,241,238
|
|
|
82,734,407
|
|
|
Return on average assets (annualized)
|
1.69
|
%
|
|
1.67
|
%
|
|
1.53
|
%
|
|
1.68
|
%
|
|
1.52
|
%
|
|
Return on average equity (annualized)
|
12.82
|
%
|
|
13.02
|
%
|
|
12.07
|
%
|
|
12.91
|
%
|
|
11.99
|
%
|
|
Efficiency ratio
|
54.50
|
%
|
|
55.37
|
%
|
|
55.44
|
%
|
|
54.93
|
%
|
|
56.54
|
%
|
|
Dividend payout ratio
|
44.26
|
%
|
|
44.83
|
%
|
|
49.06
|
%
|
|
44.54
|
%
|
|
49.00
|
%
|
|
Loan to deposit ratio
|
90.27
|
%
|
|
87.14
|
%
|
|
84.92
|
%
|
|
90.27
|
%
|
|
84.92
|
%
|
|
Number of full time equivalent employees
|
2,703
|
|
|
2,634
|
|
|
2,605
|
|
|
2,703
|
|
|
2,605
|
|
|
Number of locations
|
175
|
|
|
169
|
|
|
167
|
|
|
175
|
|
|
167
|
|
|
Number of ATMs
|
228
|
|
|
222
|
|
|
221
|
|
|
228
|
|
|
221
|
|
(Dollars in thousands)
|
FNB April 30, 2019
|
||
Total assets
|
$
|
379,155
|
|
Debt securities
|
47,247
|
|
|
Loans receivable
|
245,485
|
|
|
Non-interest bearing deposits
|
93,647
|
|
|
Interest bearing deposits
|
180,999
|
|
|
Borrowings
|
7,273
|
|
|
|
|
|
|
|
|
|
|
$ Change from
|
||||||||||||
(Dollars in thousands)
|
Jun 30,
2019 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
||||||||
Cash and cash equivalents
|
$
|
231,209
|
|
|
202,527
|
|
|
203,790
|
|
|
368,132
|
|
|
28,682
|
|
|
27,419
|
|
|
(136,923
|
)
|
Debt securities, available-for-sale
|
2,470,634
|
|
|
2,522,322
|
|
|
2,571,663
|
|
|
2,177,352
|
|
|
(51,688
|
)
|
|
(101,029
|
)
|
|
293,282
|
|
|
Debt securities, held-to-maturity
|
252,097
|
|
|
255,572
|
|
|
297,915
|
|
|
620,409
|
|
|
(3,475
|
)
|
|
(45,818
|
)
|
|
(368,312
|
)
|
|
Total debt securities
|
2,722,731
|
|
|
2,777,894
|
|
|
2,869,578
|
|
|
2,797,761
|
|
|
(55,163
|
)
|
|
(146,847
|
)
|
|
(75,030
|
)
|
|
Loans receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential real estate
|
920,715
|
|
|
884,732
|
|
|
887,742
|
|
|
835,382
|
|
|
35,983
|
|
|
32,973
|
|
|
85,333
|
|
|
Commercial real estate
|
4,959,863
|
|
|
4,686,082
|
|
|
4,657,561
|
|
|
4,384,781
|
|
|
273,781
|
|
|
302,302
|
|
|
575,082
|
|
|
Other commercial
|
2,076,605
|
|
|
1,909,452
|
|
|
1,911,171
|
|
|
1,940,435
|
|
|
167,153
|
|
|
165,434
|
|
|
136,170
|
|
|
Home equity
|
596,041
|
|
|
562,381
|
|
|
544,688
|
|
|
511,043
|
|
|
33,660
|
|
|
51,353
|
|
|
84,998
|
|
|
Other consumer
|
288,553
|
|
|
283,423
|
|
|
286,387
|
|
|
277,031
|
|
|
5,130
|
|
|
2,166
|
|
|
11,522
|
|
|
Loans receivable
|
8,841,777
|
|
|
8,326,070
|
|
|
8,287,549
|
|
|
7,948,672
|
|
|
515,707
|
|
|
554,228
|
|
|
893,105
|
|
|
Allowance for loan and lease losses
|
(129,054
|
)
|
|
(129,786
|
)
|
|
(131,239
|
)
|
|
(131,564
|
)
|
|
732
|
|
|
2,185
|
|
|
2,510
|
|
|
Loans receivable, net
|
8,712,723
|
|
|
8,196,284
|
|
|
8,156,310
|
|
|
7,817,108
|
|
|
516,439
|
|
|
556,413
|
|
|
895,615
|
|
|
Other assets
|
1,009,698
|
|
|
897,074
|
|
|
885,806
|
|
|
914,643
|
|
|
112,624
|
|
|
123,892
|
|
|
95,055
|
|
|
Total assets
|
$
|
12,676,361
|
|
|
12,073,779
|
|
|
12,115,484
|
|
|
11,897,644
|
|
|
602,582
|
|
|
560,877
|
|
|
778,717
|
|
|
|
|
|
|
|
|
|
|
$ Change from
|
||||||||||||
(Dollars in thousands)
|
Jun 30,
2019 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
||||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-interest bearing deposits
|
$
|
3,265,077
|
|
|
3,051,119
|
|
|
3,001,178
|
|
|
2,914,885
|
|
|
213,958
|
|
|
263,899
|
|
|
350,192
|
|
NOW and DDA accounts
|
2,487,806
|
|
|
2,383,806
|
|
|
2,391,307
|
|
|
2,354,214
|
|
|
104,000
|
|
|
96,499
|
|
|
133,592
|
|
|
Savings accounts
|
1,412,046
|
|
|
1,373,544
|
|
|
1,346,790
|
|
|
1,330,637
|
|
|
38,502
|
|
|
65,256
|
|
|
81,409
|
|
|
Money market deposit accounts
|
1,647,372
|
|
|
1,689,962
|
|
|
1,684,284
|
|
|
1,723,681
|
|
|
(42,590
|
)
|
|
(36,912
|
)
|
|
(76,309
|
)
|
|
Certificate accounts
|
897,625
|
|
|
896,731
|
|
|
901,484
|
|
|
927,608
|
|
|
894
|
|
|
(3,859
|
)
|
|
(29,983
|
)
|
|
Core deposits, total
|
9,709,926
|
|
|
9,395,162
|
|
|
9,325,043
|
|
|
9,251,025
|
|
|
314,764
|
|
|
384,883
|
|
|
458,901
|
|
|
Wholesale deposits
|
144,949
|
|
|
192,953
|
|
|
168,724
|
|
|
172,550
|
|
|
(48,004
|
)
|
|
(23,775
|
)
|
|
(27,601
|
)
|
|
Deposits, total
|
9,854,875
|
|
|
9,588,115
|
|
|
9,493,767
|
|
|
9,423,575
|
|
|
266,760
|
|
|
361,108
|
|
|
431,300
|
|
|
Securities sold under agreements to repurchase
|
494,651
|
|
|
489,620
|
|
|
396,151
|
|
|
361,515
|
|
|
5,031
|
|
|
98,500
|
|
|
133,136
|
|
|
Federal Home Loan Bank advances
|
319,996
|
|
|
154,683
|
|
|
440,175
|
|
|
395,037
|
|
|
165,313
|
|
|
(120,179
|
)
|
|
(75,041
|
)
|
|
Other borrowed funds
|
14,765
|
|
|
14,738
|
|
|
14,708
|
|
|
9,917
|
|
|
27
|
|
|
57
|
|
|
4,848
|
|
|
Subordinated debentures
|
139,912
|
|
|
134,048
|
|
|
134,051
|
|
|
134,058
|
|
|
5,864
|
|
|
5,861
|
|
|
5,854
|
|
|
Other liabilities
|
164,786
|
|
|
141,725
|
|
|
120,778
|
|
|
99,550
|
|
|
23,061
|
|
|
44,008
|
|
|
65,236
|
|
|
Total liabilities
|
$
|
10,988,985
|
|
|
10,522,929
|
|
|
10,599,630
|
|
|
10,423,652
|
|
|
466,056
|
|
|
389,355
|
|
|
565,333
|
|
|
|
|
|
|
|
|
|
|
$ Change from
|
||||||||||||
(Dollars in thousands, except per share data)
|
Jun 30,
2019 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
||||||||
Common equity
|
$
|
1,643,928
|
|
|
1,526,963
|
|
|
1,525,281
|
|
|
1,494,274
|
|
|
116,965
|
|
|
118,647
|
|
|
149,654
|
|
Accumulated other comprehensive income (loss)
|
43,448
|
|
|
23,887
|
|
|
(9,427
|
)
|
|
(20,282
|
)
|
|
19,561
|
|
|
52,875
|
|
|
63,730
|
|
|
Total stockholders’ equity
|
1,687,376
|
|
|
1,550,850
|
|
|
1,515,854
|
|
|
1,473,992
|
|
|
136,526
|
|
|
171,522
|
|
|
213,384
|
|
|
Goodwill and core deposit intangible, net
|
(385,533
|
)
|
|
(337,134
|
)
|
|
(338,828
|
)
|
|
(342,243
|
)
|
|
(48,399
|
)
|
|
(46,705
|
)
|
|
(43,290
|
)
|
|
Tangible stockholders’ equity
|
$
|
1,301,843
|
|
|
1,213,716
|
|
|
1,177,026
|
|
|
1,131,749
|
|
|
88,127
|
|
|
124,817
|
|
|
170,094
|
|
Stockholders’ equity to total assets
|
13.31
|
%
|
|
12.84
|
%
|
|
12.51
|
%
|
|
12.39
|
%
|
|
|
|
|
|
|
||||
Tangible stockholders’ equity to total tangible assets
|
10.59
|
%
|
|
10.34
|
%
|
|
9.99
|
%
|
|
9.79
|
%
|
|
|
|
|
|
|
||||
Book value per common share
|
$
|
19.48
|
|
|
18.33
|
|
|
17.93
|
|
|
17.44
|
|
|
1.15
|
|
|
1.55
|
|
|
2.04
|
|
Tangible book value per common share
|
$
|
15.03
|
|
|
14.35
|
|
|
13.93
|
|
|
13.39
|
|
|
0.68
|
|
|
1.10
|
|
|
1.64
|
|
|
Three Months ended
|
|
$ Change from
|
||||||||||||
(Dollars in thousands)
|
Jun 30,
2019 |
|
Mar 31,
2019 |
|
Jun 30,
2018 |
|
Mar 31,
2019 |
|
Jun 30,
2018 |
||||||
Net interest income
|
|
|
|
|
|
|
|
|
|
||||||
Interest income
|
$
|
132,385
|
|
|
126,116
|
|
|
117,715
|
|
|
6,269
|
|
|
14,670
|
|
Interest expense
|
12,089
|
|
|
10,904
|
|
|
9,161
|
|
|
1,185
|
|
|
2,928
|
|
|
Total net interest income
|
120,296
|
|
|
115,212
|
|
|
108,554
|
|
|
5,084
|
|
|
11,742
|
|
|
Non-interest income
|
|
|
|
|
|
|
|
|
|
||||||
Service charges and other fees
|
20,025
|
|
|
18,015
|
|
|
18,804
|
|
|
2,010
|
|
|
1,221
|
|
|
Miscellaneous loan fees and charges
|
1,192
|
|
|
967
|
|
|
2,243
|
|
|
225
|
|
|
(1,051
|
)
|
|
Gain on sale of loans
|
7,762
|
|
|
5,798
|
|
|
8,142
|
|
|
1,964
|
|
|
(380
|
)
|
|
Gain (loss) on sale of investments
|
134
|
|
|
213
|
|
|
(56
|
)
|
|
(79
|
)
|
|
190
|
|
|
Other income
|
1,721
|
|
|
3,481
|
|
|
2,695
|
|
|
(1,760
|
)
|
|
(974
|
)
|
|
Total non-interest income
|
30,834
|
|
|
28,474
|
|
|
31,828
|
|
|
2,360
|
|
|
(994
|
)
|
|
Total income
|
$
|
151,130
|
|
|
143,686
|
|
|
140,382
|
|
|
7,444
|
|
|
10,748
|
|
Net interest margin (tax-equivalent)
|
4.33
|
%
|
|
4.34
|
%
|
|
4.17
|
%
|
|
|
|
|
|
Three Months ended
|
|
$ Change from
|
||||||||||||
(Dollars in thousands)
|
Jun 30,
2019 |
|
Mar 31,
2019 |
|
Jun 30,
2018 |
|
Mar 31,
2019 |
|
Jun 30,
2018 |
||||||
Compensation and employee benefits
|
$
|
51,973
|
|
|
52,728
|
|
|
49,023
|
|
|
(755
|
)
|
|
2,950
|
|
Occupancy and equipment
|
8,180
|
|
|
8,437
|
|
|
7,662
|
|
|
(257
|
)
|
|
518
|
|
|
Advertising and promotions
|
2,767
|
|
|
2,388
|
|
|
2,530
|
|
|
379
|
|
|
237
|
|
|
Data processing
|
4,062
|
|
|
3,892
|
|
|
4,241
|
|
|
170
|
|
|
(179
|
)
|
|
Other real estate owned
|
191
|
|
|
139
|
|
|
211
|
|
|
52
|
|
|
(20
|
)
|
|
Regulatory assessments and insurance
|
1,848
|
|
|
1,285
|
|
|
1,329
|
|
|
563
|
|
|
519
|
|
|
Core deposit intangibles amortization
|
1,865
|
|
|
1,694
|
|
|
1,748
|
|
|
171
|
|
|
117
|
|
|
Other expenses
|
15,284
|
|
|
12,267
|
|
|
15,051
|
|
|
3,017
|
|
|
233
|
|
|
Total non-interest expense
|
$
|
86,170
|
|
|
82,830
|
|
|
81,795
|
|
|
3,340
|
|
|
4,375
|
|
(Dollars in thousands)
|
Provision
for Loan
Losses
|
|
Net
Charge-Offs |
|
Allowance for Loan and Lease Losses
as a Percent
of Loans
|
|
Accruing
Loans 30-89
Days Past Due
as a Percent of
Loans
|
|
Non-Performing
Assets to
Total Sub-sidiary Assets
|
|||||||
Second quarter 2019
|
$
|
—
|
|
|
$
|
732
|
|
|
1.46
|
%
|
|
0.43
|
%
|
|
0.41
|
%
|
First quarter 2019
|
57
|
|
|
1,510
|
|
|
1.56
|
%
|
|
0.44
|
%
|
|
0.42
|
%
|
||
Fourth quarter 2018
|
1,246
|
|
|
2,542
|
|
|
1.58
|
%
|
|
0.41
|
%
|
|
0.47
|
%
|
||
Third quarter 2018
|
3,194
|
|
|
2,223
|
|
|
1.63
|
%
|
|
0.31
|
%
|
|
0.61
|
%
|
||
Second quarter 2018
|
4,718
|
|
|
762
|
|
|
1.66
|
%
|
|
0.50
|
%
|
|
0.71
|
%
|
||
First quarter 2018
|
795
|
|
|
2,755
|
|
|
1.66
|
%
|
|
0.59
|
%
|
|
0.64
|
%
|
||
Fourth quarter 2017
|
2,886
|
|
|
2,894
|
|
|
1.97
|
%
|
|
0.57
|
%
|
|
0.68
|
%
|
||
Third quarter 2017
|
3,327
|
|
|
3,628
|
|
|
1.99
|
%
|
|
0.45
|
%
|
|
0.67
|
%
|
|
Six Months ended
|
|
$ Change
|
|
% Change
|
|||||||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|
||||||||||
Net interest income
|
|
|
|
|
|
|
|
|||||||
Interest income
|
$
|
258,501
|
|
|
$
|
220,781
|
|
|
$
|
37,720
|
|
|
17
|
%
|
Interest expense
|
22,993
|
|
|
16,935
|
|
|
6,058
|
|
|
36
|
%
|
|||
Total net interest income
|
235,508
|
|
|
203,846
|
|
|
31,662
|
|
|
16
|
%
|
|||
Non-interest income
|
|
|
|
|
|
|
|
|||||||
Service charges and other fees
|
38,040
|
|
|
35,675
|
|
|
2,365
|
|
|
7
|
%
|
|||
Miscellaneous loan fees and charges
|
2,159
|
|
|
3,720
|
|
|
(1,561
|
)
|
|
(42
|
)%
|
|||
Gain on sale of loans
|
13,560
|
|
|
14,239
|
|
|
(679
|
)
|
|
(5
|
)%
|
|||
Gain (loss) on sale of investments
|
347
|
|
|
(389
|
)
|
|
736
|
|
|
(189
|
)%
|
|||
Other income
|
5,202
|
|
|
4,669
|
|
|
533
|
|
|
11
|
%
|
|||
Total non-interest income
|
59,308
|
|
|
57,914
|
|
|
1,394
|
|
|
2
|
%
|
|||
Total income
|
$
|
294,816
|
|
|
$
|
261,760
|
|
|
$
|
33,056
|
|
|
13
|
%
|
Net interest margin (tax-equivalent)
|
4.33
|
%
|
|
4.14
|
%
|
|
|
|
|
|
Six Months ended
|
|
$ Change
|
|
% Change
|
|||||||||
(Dollars in thousands)
|
June 30,
2019 |
|
June 30,
2018 |
|
||||||||||
Compensation and employee benefits
|
$
|
104,701
|
|
|
$
|
94,744
|
|
|
$
|
9,957
|
|
|
11
|
%
|
Occupancy and equipment
|
16,617
|
|
|
14,936
|
|
|
1,681
|
|
|
11
|
%
|
|||
Advertising and promotions
|
5,155
|
|
|
4,700
|
|
|
455
|
|
|
10
|
%
|
|||
Data processing
|
7,954
|
|
|
8,208
|
|
|
(254
|
)
|
|
(3
|
)%
|
|||
Other real estate owned
|
330
|
|
|
283
|
|
|
47
|
|
|
17
|
%
|
|||
Regulatory assessments and insurance
|
3,133
|
|
|
2,535
|
|
|
598
|
|
|
24
|
%
|
|||
Core deposit intangible amortization
|
3,559
|
|
|
2,804
|
|
|
755
|
|
|
27
|
%
|
|||
Other expenses
|
27,551
|
|
|
27,212
|
|
|
339
|
|
|
1
|
%
|
|||
Total non-interest expense
|
$
|
169,000
|
|
|
$
|
155,422
|
|
|
$
|
13,578
|
|
|
9
|
%
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2018
|
|||||||||||||||
(Dollars in thousands)
|
Carrying Amount
|
|
Percent
|
|
Carrying Amount
|
|
Percent
|
|
Carrying Amount
|
|
Percent
|
|||||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. government and federal agency
|
$
|
19,487
|
|
|
1
|
%
|
|
$
|
23,649
|
|
|
1
|
%
|
|
$
|
28,093
|
|
|
1
|
%
|
U.S. government sponsored enterprises
|
119,950
|
|
|
4
|
%
|
|
120,208
|
|
|
4
|
%
|
|
119,360
|
|
|
4
|
%
|
|||
State and local governments
|
700,193
|
|
|
26
|
%
|
|
852,250
|
|
|
30
|
%
|
|
653,918
|
|
|
23
|
%
|
|||
Corporate bonds
|
179,684
|
|
|
7
|
%
|
|
290,817
|
|
|
10
|
%
|
|
318,422
|
|
|
12
|
%
|
|||
Residential mortgage-backed securities
|
700,789
|
|
|
26
|
%
|
|
792,915
|
|
|
28
|
%
|
|
886,348
|
|
|
32
|
%
|
|||
Commercial mortgage-backed securities
|
750,531
|
|
|
27
|
%
|
|
491,824
|
|
|
17
|
%
|
|
171,211
|
|
|
6
|
%
|
|||
Total available-for-sale
|
2,470,634
|
|
|
91
|
%
|
|
2,571,663
|
|
|
90
|
%
|
|
2,177,352
|
|
|
78
|
%
|
|||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State and local governments
|
252,097
|
|
|
9
|
%
|
|
297,915
|
|
|
10
|
%
|
|
620,409
|
|
|
22
|
%
|
|||
Total held-to-maturity
|
252,097
|
|
|
9
|
%
|
|
297,915
|
|
|
10
|
%
|
|
620,409
|
|
|
22
|
%
|
|||
Total debt securities
|
$
|
2,722,731
|
|
|
100
|
%
|
|
$
|
2,869,578
|
|
|
100
|
%
|
|
$
|
2,797,761
|
|
|
100
|
%
|
|
June 30, 2019
|
|
December 31, 2018
|
|||||||||
(Dollars in thousands)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|||||
S&P: AAA / Moody’s: Aaa
|
$
|
226,786
|
|
|
234,373
|
|
|
299,275
|
|
|
296,027
|
|
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3
|
528,391
|
|
|
548,351
|
|
|
643,023
|
|
|
640,736
|
|
|
S&P: A+, A, A- / Moody’s: A1, A2, A3
|
148,495
|
|
|
157,295
|
|
|
163,041
|
|
|
167,779
|
|
|
S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa3
|
4,208
|
|
|
4,398
|
|
|
4,208
|
|
|
4,382
|
|
|
Not rated by either entity
|
14,884
|
|
|
15,420
|
|
|
31,954
|
|
|
30,532
|
|
|
Below investment grade
|
1,047
|
|
|
1,050
|
|
|
1,050
|
|
|
1,050
|
|
|
Total
|
$
|
923,811
|
|
|
960,887
|
|
|
1,142,551
|
|
|
1,140,506
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|||||||||
(Dollars in thousands)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|||||
General obligation - unlimited
|
$
|
540,277
|
|
|
563,171
|
|
|
657,051
|
|
|
658,062
|
|
General obligation - limited
|
138,290
|
|
|
144,110
|
|
|
173,973
|
|
|
177,275
|
|
|
Revenue
|
228,576
|
|
|
235,928
|
|
|
290,106
|
|
|
283,939
|
|
|
Certificate of participation
|
10,989
|
|
|
11,924
|
|
|
14,174
|
|
|
14,463
|
|
|
Other
|
5,679
|
|
|
5,754
|
|
|
7,247
|
|
|
6,767
|
|
|
Total
|
$
|
923,811
|
|
|
960,887
|
|
|
1,142,551
|
|
|
1,140,506
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|||||||||
(Dollars in thousands)
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|||||
Michigan
|
$
|
138,909
|
|
|
145,478
|
|
|
144,378
|
|
|
147,386
|
|
Washington
|
128,843
|
|
|
134,297
|
|
|
179,691
|
|
|
179,808
|
|
|
Texas
|
119,588
|
|
|
123,912
|
|
|
157,978
|
|
|
157,706
|
|
|
Montana
|
95,882
|
|
|
102,276
|
|
|
109,106
|
|
|
111,492
|
|
|
California
|
41,980
|
|
|
42,951
|
|
|
50,145
|
|
|
48,623
|
|
|
All other states
|
398,609
|
|
|
411,973
|
|
|
501,253
|
|
|
495,491
|
|
|
Total
|
$
|
923,811
|
|
|
960,887
|
|
|
1,142,551
|
|
|
1,140,506
|
|
|
One Year or Less
|
|
After One through Five Years
|
|
After Five through Ten Years
|
|
After Ten Years
|
|
Mortgage-Backed Securities 1
|
|
Total
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
||||||||||||||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. government and federal agency
|
$
|
3
|
|
|
2.90
|
%
|
|
$
|
2,776
|
|
|
2.31
|
%
|
|
$
|
8,171
|
|
|
2.43
|
%
|
|
$
|
8,537
|
|
|
3.08
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
19,487
|
|
|
2.70
|
%
|
U.S. government sponsored enterprises
|
—
|
|
|
—
|
%
|
|
82,985
|
|
|
2.69
|
%
|
|
36,965
|
|
|
3.14
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
119,950
|
|
|
2.83
|
%
|
||||||
State and local governments
|
4,246
|
|
|
2.36
|
%
|
|
26,068
|
|
|
2.86
|
%
|
|
253,154
|
|
|
3.49
|
%
|
|
416,725
|
|
|
4.00
|
%
|
|
—
|
|
|
—
|
%
|
|
700,193
|
|
|
3.76
|
%
|
||||||
Corporate bonds
|
46,499
|
|
|
2.77
|
%
|
|
133,185
|
|
|
3.47
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
179,684
|
|
|
3.28
|
%
|
||||||
Residential mortgage-backed securities
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
700,789
|
|
|
2.59
|
%
|
|
700,789
|
|
|
2.59
|
%
|
||||||
Commercial mortgage-backed securities
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
750,531
|
|
|
3.17
|
%
|
|
750,531
|
|
|
3.17
|
%
|
||||||
Total available- for-sale
|
50,748
|
|
|
2.74
|
%
|
|
245,014
|
|
|
3.13
|
%
|
|
298,290
|
|
|
3.42
|
%
|
|
425,262
|
|
|
3.98
|
%
|
|
1,451,320
|
|
|
2.89
|
%
|
|
2,470,634
|
|
|
3.16
|
%
|
||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
State and local governments
|
—
|
|
|
—
|
%
|
|
8,391
|
|
|
2.33
|
%
|
|
78,886
|
|
|
2.61
|
%
|
|
164,820
|
|
|
2.87
|
%
|
|
—
|
|
|
—
|
%
|
|
252,097
|
|
|
2.77
|
%
|
||||||
Total held-to-maturity
|
—
|
|
|
—
|
%
|
|
8,391
|
|
|
2.33
|
%
|
|
78,886
|
|
|
2.61
|
%
|
|
164,820
|
|
|
2.87
|
%
|
|
—
|
|
|
—
|
%
|
|
252,097
|
|
|
2.77
|
%
|
||||||
Total debt securities
|
$
|
50,748
|
|
|
2.74
|
%
|
|
$
|
253,405
|
|
|
3.10
|
%
|
|
$
|
377,176
|
|
|
3.24
|
%
|
|
$
|
590,082
|
|
|
3.66
|
%
|
|
$
|
1,451,320
|
|
|
2.89
|
%
|
|
$
|
2,722,731
|
|
|
3.12
|
%
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||
(Dollars in thousands)
|
Fair Value
|
|
Unrealized
Loss
|
|
Unrealized
Loss as a
Percent of
Fair Value
|
|
Fair Value
|
|
Unrealized
Loss |
|
Unrealized
Loss as a Percent of Fair Value |
||||||||||
Temporarily impaired securities purchased prior to 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and federal agency
|
$
|
13,939
|
|
|
$
|
(141
|
)
|
|
(1
|
)%
|
|
$
|
16,315
|
|
|
$
|
(104
|
)
|
|
(1
|
)%
|
State and local governments
|
5,258
|
|
|
(27
|
)
|
|
(1
|
)%
|
|
5,093
|
|
|
(357
|
)
|
|
(7
|
)%
|
||||
Corporate bonds
|
18,573
|
|
|
(23
|
)
|
|
—
|
%
|
|
18,384
|
|
|
(220
|
)
|
|
(1
|
)%
|
||||
Residential mortgage-backed securities
|
240,648
|
|
|
(1,684
|
)
|
|
(1
|
)%
|
|
262,733
|
|
|
(7,898
|
)
|
|
(3
|
)%
|
||||
Commercial mortgage-backed securities
|
17,956
|
|
|
(199
|
)
|
|
(1
|
)%
|
|
18,738
|
|
|
(819
|
)
|
|
(4
|
)%
|
||||
Total
|
$
|
296,374
|
|
|
$
|
(2,074
|
)
|
|
(1
|
)%
|
|
$
|
321,263
|
|
|
$
|
(9,398
|
)
|
|
(3
|
)%
|
(Dollars in thousands)
|
Number of
Debt
Securities
|
|
Unrealized
Loss for
12 Months
Or More
|
|
Most
Notable
Loss
|
|||||
U.S. government and federal agency
|
14
|
|
|
$
|
(84
|
)
|
|
$
|
(19
|
)
|
State and local governments
|
7
|
|
|
(27
|
)
|
|
(13
|
)
|
||
Corporate bonds
|
4
|
|
|
(19
|
)
|
|
(11
|
)
|
||
Residential mortgage-backed securities
|
82
|
|
|
(1,661
|
)
|
|
(216
|
)
|
||
Commercial mortgage-backed securities
|
5
|
|
|
(199
|
)
|
|
(72
|
)
|
||
Total
|
112
|
|
|
$
|
(1,990
|
)
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2018
|
|||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
Residential real estate loans
|
$
|
920,715
|
|
|
11
|
%
|
|
$
|
887,742
|
|
|
11
|
%
|
|
$
|
835,382
|
|
|
11
|
%
|
Commercial loans
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Real estate
|
4,959,863
|
|
|
57
|
%
|
|
4,657,561
|
|
|
57
|
%
|
|
4,384,781
|
|
|
56
|
%
|
|||
Other commercial
|
2,076,605
|
|
|
24
|
%
|
|
1,911,171
|
|
|
23
|
%
|
|
1,940,435
|
|
|
25
|
%
|
|||
Total
|
7,036,468
|
|
|
81
|
%
|
|
6,568,732
|
|
|
80
|
%
|
|
6,325,216
|
|
|
81
|
%
|
|||
Consumer and other loans
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Home equity
|
596,041
|
|
|
7
|
%
|
|
544,688
|
|
|
7
|
%
|
|
511,043
|
|
|
6
|
%
|
|||
Other consumer
|
288,553
|
|
|
3
|
%
|
|
286,387
|
|
|
4
|
%
|
|
277,031
|
|
|
4
|
%
|
|||
Total
|
884,594
|
|
|
10
|
%
|
|
831,075
|
|
|
11
|
%
|
|
788,074
|
|
|
10
|
%
|
|||
Loans receivable
|
8,841,777
|
|
|
102
|
%
|
|
8,287,549
|
|
|
102
|
%
|
|
7,948,672
|
|
|
102
|
%
|
|||
ALLL
|
(129,054
|
)
|
|
(2
|
)%
|
|
(131,239
|
)
|
|
(2
|
)%
|
|
(131,564
|
)
|
|
(2
|
)%
|
|||
Loans receivable, net
|
$
|
8,712,723
|
|
|
100
|
%
|
|
$
|
8,156,310
|
|
|
100
|
%
|
|
$
|
7,817,108
|
|
|
100
|
%
|
|
At or for the Six Months ended
|
|
At or for the Three Months ended
|
|
At or for the Year ended
|
|
At or for the Six Months ended
|
|||||
(Dollars in thousands)
|
June 30,
2019 |
|
March 31,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
|||||
Other real estate owned
|
$
|
7,281
|
|
|
8,125
|
|
|
7,480
|
|
|
13,616
|
|
Accruing loans 90 days or more past due
|
|
|
|
|
|
|
|
|||||
Residential real estate
|
1,333
|
|
|
998
|
|
|
788
|
|
|
1,050
|
|
|
Commercial
|
1,639
|
|
|
1,232
|
|
|
492
|
|
|
11,200
|
|
|
Consumer and other
|
491
|
|
|
221
|
|
|
738
|
|
|
501
|
|
|
Total
|
3,463
|
|
|
2,451
|
|
|
2,018
|
|
|
12,751
|
|
|
Non-accrual loans
|
|
|
|
|
|
|
|
|||||
Residential real estate
|
5,744
|
|
|
6,219
|
|
|
8,021
|
|
|
6,851
|
|
|
Commercial
|
31,353
|
|
|
30,862
|
|
|
35,883
|
|
|
48,138
|
|
|
Consumer and other
|
4,098
|
|
|
3,188
|
|
|
3,348
|
|
|
3,181
|
|
|
Total
|
41,195
|
|
|
40,269
|
|
|
47,252
|
|
|
58,170
|
|
|
Total non-performing assets
|
$
|
51,939
|
|
|
50,845
|
|
|
56,750
|
|
|
84,537
|
|
Non-performing assets as a percentage of subsidiary assets
|
0.41
|
%
|
|
0.42
|
%
|
|
0.47
|
%
|
|
0.71
|
%
|
|
ALLL as a percentage of non-performing loans
|
289
|
%
|
|
304
|
%
|
|
266
|
%
|
|
186
|
%
|
|
Accruing loans 30-89 days past due
|
$
|
37,937
|
|
|
36,894
|
|
|
33,567
|
|
|
39,650
|
|
Accruing troubled debt restructurings
|
$
|
25,019
|
|
|
24,468
|
|
|
25,833
|
|
|
34,991
|
|
Non-accrual troubled debt restructurings
|
$
|
6,041
|
|
|
6,747
|
|
|
10,660
|
|
|
18,380
|
|
U.S. government guarantees included in non-performing assets
|
$
|
2,785
|
|
|
2,649
|
|
|
4,811
|
|
|
7,265
|
|
Interest income 1
|
$
|
1,057
|
|
|
512
|
|
|
2,340
|
|
|
1,409
|
|
1
|
Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.
|
|
At or for the Six Months ended
|
|
At or for the Three Months ended
|
|
At or for the Year ended
|
|
At or for the Six Months ended
|
|||||
(Dollars in thousands)
|
June 30,
2019 |
|
March 31,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
|||||
Balance at beginning of period
|
$
|
7,480
|
|
|
7,480
|
|
|
14,269
|
|
|
14,269
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
187
|
|
|
187
|
|
|
Additions
|
1,914
|
|
|
1,437
|
|
|
4,924
|
|
|
1,144
|
|
|
Capital improvements
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
Write-downs
|
(144
|
)
|
|
(56
|
)
|
|
(2,727
|
)
|
|
(56
|
)
|
|
Sales
|
(1,969
|
)
|
|
(736
|
)
|
|
(9,194
|
)
|
|
(1,928
|
)
|
|
Balance at end of period
|
$
|
7,281
|
|
|
8,125
|
|
|
7,480
|
|
|
13,616
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2018
|
||||||||||||||||||||||||
(Dollars in thousands)
|
ALLL
|
|
Percent of ALLL in
Category
|
|
Percent of
Loans in
Category
|
|
ALLL
|
|
Percent
of ALLL in
Category
|
|
Percent
of Loans in
Category
|
|
ALLL
|
|
Percent
of ALLL in
Category
|
|
Percent
of Loans in
Category
|
||||||||||||
Residential real estate
|
$
|
10,695
|
|
|
8
|
%
|
|
10
|
%
|
|
$
|
10,631
|
|
|
8
|
%
|
|
11
|
%
|
|
$
|
10,903
|
|
|
8
|
%
|
|
11
|
%
|
Commercial real estate
|
72,447
|
|
|
56
|
%
|
|
56
|
%
|
|
72,448
|
|
|
55
|
%
|
|
56
|
%
|
|
71,245
|
|
|
54
|
%
|
|
55
|
%
|
|||
Other commercial
|
36,259
|
|
|
28
|
%
|
|
24
|
%
|
|
38,160
|
|
|
29
|
%
|
|
23
|
%
|
|
38,664
|
|
|
29
|
%
|
|
24
|
%
|
|||
Home equity
|
5,801
|
|
|
5
|
%
|
|
7
|
%
|
|
5,811
|
|
|
5
|
%
|
|
7
|
%
|
|
6,092
|
|
|
5
|
%
|
|
6
|
%
|
|||
Other consumer
|
3,852
|
|
|
3
|
%
|
|
3
|
%
|
|
4,189
|
|
|
3
|
%
|
|
3
|
%
|
|
4,660
|
|
|
4
|
%
|
|
4
|
%
|
|||
Total
|
$
|
129,054
|
|
|
100
|
%
|
|
100
|
%
|
|
$
|
131,239
|
|
|
100
|
%
|
|
100
|
%
|
|
$
|
131,564
|
|
|
100
|
%
|
|
100
|
%
|
|
At or for the Six Months ended
|
|
At or for the Three Months ended
|
|
At or for the Year ended
|
|
At or for the Six Months ended
|
|||||
(Dollars in thousands)
|
June 30,
2019 |
|
March 31,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
|||||
Balance at beginning of period
|
$
|
131,239
|
|
|
131,239
|
|
|
129,568
|
|
|
129,568
|
|
Provision for loan losses
|
57
|
|
|
57
|
|
|
9,953
|
|
|
5,513
|
|
|
Charge-offs
|
|
|
|
|
|
|
|
|||||
Residential real estate
|
(341
|
)
|
|
(292
|
)
|
|
(728
|
)
|
|
(47
|
)
|
|
Commercial loans
|
(1,607
|
)
|
|
(1,123
|
)
|
|
(8,514
|
)
|
|
(3,651
|
)
|
|
Consumer and other loans
|
(4,252
|
)
|
|
(1,926
|
)
|
|
(8,565
|
)
|
|
(3,913
|
)
|
|
Total charge-offs
|
(6,200
|
)
|
|
(3,341
|
)
|
|
(17,807
|
)
|
|
(7,611
|
)
|
|
Recoveries
|
|
|
|
|
|
|
|
|||||
Residential real estate
|
232
|
|
|
94
|
|
|
87
|
|
|
71
|
|
|
Commercial loans
|
1,793
|
|
|
755
|
|
|
5,045
|
|
|
2,051
|
|
|
Consumer and other loans
|
1,933
|
|
|
982
|
|
|
4,393
|
|
|
1,972
|
|
|
Total recoveries
|
3,958
|
|
|
1,831
|
|
|
9,525
|
|
|
4,094
|
|
|
Net charge-offs
|
(2,242
|
)
|
|
(1,510
|
)
|
|
(8,282
|
)
|
|
(3,517
|
)
|
|
Balance at end of period
|
$
|
129,054
|
|
|
129,786
|
|
|
131,239
|
|
|
131,564
|
|
ALLL as a percentage of total loans
|
1.46
|
%
|
|
1.56
|
%
|
|
1.58
|
%
|
|
1.66
|
%
|
|
Net charge-offs as a percentage of total loans
|
0.03
|
%
|
|
0.02
|
%
|
|
0.10
|
%
|
|
0.04
|
%
|
(Dollars in thousands)
|
June 30,
2019 |
|
March 31,
2019 |
|
December 31,
2018 |
|
June 30,
2018 |
|||||
Specific valuation allowance
|
$
|
108
|
|
|
702
|
|
|
3,223
|
|
|
2,252
|
|
General valuation allowance
|
128,946
|
|
|
129,084
|
|
|
128,016
|
|
|
129,312
|
|
|
Total ALLL
|
$
|
129,054
|
|
|
129,786
|
|
|
131,239
|
|
|
131,564
|
|
|
Loans Receivable, by Loan Type
|
|
% Change from
|
|||||||||||||||||||||
(Dollars in thousands)
|
Jun 30,
2019 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
|||||||||||
Custom and owner occupied construction
|
$
|
140,186
|
|
|
$
|
126,820
|
|
|
$
|
126,595
|
|
|
$
|
138,171
|
|
|
11
|
%
|
|
11
|
%
|
|
1
|
%
|
Pre-sold and spec construction
|
171,464
|
|
|
135,137
|
|
|
121,938
|
|
|
96,008
|
|
|
27
|
%
|
|
41
|
%
|
|
79
|
%
|
||||
Total residential construction
|
311,650
|
|
|
261,957
|
|
|
248,533
|
|
|
234,179
|
|
|
19
|
%
|
|
25
|
%
|
|
33
|
%
|
||||
Land development
|
120,052
|
|
|
126,417
|
|
|
137,814
|
|
|
108,641
|
|
|
(5
|
)%
|
|
(13
|
)%
|
|
11
|
%
|
||||
Consumer land or lots
|
128,544
|
|
|
125,818
|
|
|
127,775
|
|
|
110,846
|
|
|
2
|
%
|
|
1
|
%
|
|
16
|
%
|
||||
Unimproved land
|
74,244
|
|
|
75,113
|
|
|
83,579
|
|
|
72,150
|
|
|
(1
|
)%
|
|
(11
|
)%
|
|
3
|
%
|
||||
Developed lots for operative builders
|
14,117
|
|
|
16,171
|
|
|
17,061
|
|
|
12,708
|
|
|
(13
|
)%
|
|
(17
|
)%
|
|
11
|
%
|
||||
Commercial lots
|
57,447
|
|
|
35,511
|
|
|
34,096
|
|
|
27,661
|
|
|
62
|
%
|
|
68
|
%
|
|
108
|
%
|
||||
Other construction
|
453,782
|
|
|
454,965
|
|
|
520,005
|
|
|
478,037
|
|
|
—
|
%
|
|
(13
|
)%
|
|
(5
|
)%
|
||||
Total land, lot, and other construction
|
848,186
|
|
|
833,995
|
|
|
920,330
|
|
|
810,043
|
|
|
2
|
%
|
|
(8
|
)%
|
|
5
|
%
|
||||
Owner occupied
|
1,418,190
|
|
|
1,367,530
|
|
|
1,343,563
|
|
|
1,302,737
|
|
|
4
|
%
|
|
6
|
%
|
|
9
|
%
|
||||
Non-owner occupied
|
1,780,988
|
|
|
1,662,390
|
|
|
1,605,960
|
|
|
1,495,532
|
|
|
7
|
%
|
|
11
|
%
|
|
19
|
%
|
||||
Total commercial real estate
|
3,199,178
|
|
|
3,029,920
|
|
|
2,949,523
|
|
|
2,798,269
|
|
|
6
|
%
|
|
8
|
%
|
|
14
|
%
|
||||
Commercial and industrial
|
1,024,828
|
|
|
922,124
|
|
|
907,340
|
|
|
909,688
|
|
|
11
|
%
|
|
13
|
%
|
|
13
|
%
|
||||
Agriculture
|
697,893
|
|
|
641,146
|
|
|
646,822
|
|
|
661,218
|
|
|
9
|
%
|
|
8
|
%
|
|
6
|
%
|
||||
1st lien
|
1,154,221
|
|
|
1,102,920
|
|
|
1,108,227
|
|
|
1,072,917
|
|
|
5
|
%
|
|
4
|
%
|
|
8
|
%
|
||||
Junior lien
|
53,055
|
|
|
54,964
|
|
|
56,689
|
|
|
64,821
|
|
|
(3
|
)%
|
|
(6
|
)%
|
|
(18
|
)%
|
||||
Total 1-4 family
|
1,207,276
|
|
|
1,157,884
|
|
|
1,164,916
|
|
|
1,137,738
|
|
|
4
|
%
|
|
4
|
%
|
|
6
|
%
|
||||
Multifamily residential
|
278,539
|
|
|
268,156
|
|
|
247,457
|
|
|
218,061
|
|
|
4
|
%
|
|
13
|
%
|
|
28
|
%
|
||||
Home equity lines of credit
|
592,355
|
|
|
557,895
|
|
|
539,938
|
|
|
500,036
|
|
|
6
|
%
|
|
10
|
%
|
|
18
|
%
|
||||
Other consumer
|
167,964
|
|
|
163,568
|
|
|
165,865
|
|
|
164,288
|
|
|
3
|
%
|
|
1
|
%
|
|
2
|
%
|
||||
Total consumer
|
760,319
|
|
|
721,463
|
|
|
705,803
|
|
|
664,324
|
|
|
5
|
%
|
|
8
|
%
|
|
14
|
%
|
||||
States and political subdivisions
|
454,085
|
|
|
398,848
|
|
|
404,671
|
|
|
419,025
|
|
|
14
|
%
|
|
12
|
%
|
|
8
|
%
|
||||
Other
|
114,534
|
|
|
119,966
|
|
|
125,310
|
|
|
149,915
|
|
|
(5
|
)%
|
|
(9
|
)%
|
|
(24
|
)%
|
||||
Total loans receivable, including loans held for sale
|
8,896,488
|
|
|
8,355,459
|
|
|
8,320,705
|
|
|
8,002,460
|
|
|
6
|
%
|
|
7
|
%
|
|
11
|
%
|
||||
Less loans held for sale 1
|
(54,711
|
)
|
|
(29,389
|
)
|
|
(33,156
|
)
|
|
(53,788
|
)
|
|
86
|
%
|
|
65
|
%
|
|
2
|
%
|
||||
Total loans receivable
|
$
|
8,841,777
|
|
|
$
|
8,326,070
|
|
|
$
|
8,287,549
|
|
|
$
|
7,948,672
|
|
|
6
|
%
|
|
7
|
%
|
|
11
|
%
|
|
Non-performing Assets, by Loan Type
|
|
Non-
Accrual
Loans
|
|
Accruing
Loans 90 Days or More Past Due
|
|
OREO
|
||||||||||||||
(Dollars in thousands)
|
Jun 30,
2019 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
|
Jun 30,
2019 |
Jun 30,
2019 |
Jun 30,
2019 |
||||||||||
Custom and owner occupied construction
|
$
|
283
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
283
|
|
|
—
|
|
Pre-sold and spec construction
|
1,261
|
|
|
456
|
|
|
463
|
|
|
492
|
|
|
1,261
|
|
|
—
|
|
|
—
|
|
|
Total residential construction
|
1,544
|
|
|
456
|
|
|
463
|
|
|
540
|
|
|
1,261
|
|
|
283
|
|
|
—
|
|
|
Land development
|
1,272
|
|
|
2,272
|
|
|
2,166
|
|
|
7,564
|
|
|
672
|
|
|
—
|
|
|
600
|
|
|
Consumer land or lots
|
1,075
|
|
|
1,126
|
|
|
1,428
|
|
|
1,593
|
|
|
615
|
|
|
—
|
|
|
460
|
|
|
Unimproved land
|
8,864
|
|
|
9,222
|
|
|
9,338
|
|
|
9,962
|
|
|
7,332
|
|
|
—
|
|
|
1,532
|
|
|
Developed lots for operative builders
|
—
|
|
|
67
|
|
|
68
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Commercial lots
|
575
|
|
|
663
|
|
|
1,046
|
|
|
1,059
|
|
|
—
|
|
|
—
|
|
|
575
|
|
|
Other construction
|
241
|
|
|
111
|
|
|
120
|
|
|
155
|
|
|
—
|
|
|
131
|
|
|
110
|
|
|
Total land, lot and other construction
|
12,027
|
|
|
13,461
|
|
|
14,166
|
|
|
20,459
|
|
|
8,619
|
|
|
131
|
|
|
3,277
|
|
|
Owner occupied
|
6,998
|
|
|
7,229
|
|
|
5,940
|
|
|
12,891
|
|
|
5,207
|
|
|
219
|
|
|
1,572
|
|
|
Non-owner occupied
|
7,198
|
|
|
7,368
|
|
|
10,567
|
|
|
15,337
|
|
|
7,198
|
|
|
—
|
|
|
—
|
|
|
Total commercial real estate
|
14,196
|
|
|
14,597
|
|
|
16,507
|
|
|
28,228
|
|
|
12,405
|
|
|
219
|
|
|
1,572
|
|
|
Commercial and industrial
|
5,690
|
|
|
3,893
|
|
|
3,914
|
|
|
7,692
|
|
|
5,358
|
|
|
118
|
|
|
214
|
|
|
Agriculture
|
4,228
|
|
|
4,488
|
|
|
7,040
|
|
|
10,497
|
|
|
3,192
|
|
|
886
|
|
|
150
|
|
|
1st lien
|
10,211
|
|
|
10,279
|
|
|
10,290
|
|
|
9,725
|
|
|
7,077
|
|
|
1,383
|
|
|
1,751
|
|
|
Junior lien
|
592
|
|
|
582
|
|
|
565
|
|
|
3,257
|
|
|
520
|
|
|
—
|
|
|
72
|
|
|
Total 1-4 family
|
10,803
|
|
|
10,861
|
|
|
10,855
|
|
|
12,982
|
|
|
7,597
|
|
|
1,383
|
|
|
1,823
|
|
|
Multifamily residential
|
—
|
|
|
—
|
|
|
—
|
|
|
634
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Home equity lines of credit
|
2,474
|
|
|
2,288
|
|
|
2,770
|
|
|
3,112
|
|
|
2,104
|
|
|
182
|
|
|
188
|
|
|
Other consumer
|
597
|
|
|
453
|
|
|
456
|
|
|
393
|
|
|
352
|
|
|
188
|
|
|
57
|
|
|
Total consumer
|
3,071
|
|
|
2,741
|
|
|
3,226
|
|
|
3,505
|
|
|
2,456
|
|
|
370
|
|
|
245
|
|
|
Other
|
380
|
|
|
348
|
|
|
579
|
|
|
—
|
|
|
307
|
|
|
73
|
|
|
—
|
|
|
Total
|
$
|
51,939
|
|
|
50,845
|
|
|
56,750
|
|
|
84,537
|
|
|
41,195
|
|
|
3,463
|
|
|
7,281
|
|
|
Accruing 30-89 Days Delinquent Loans, by Loan Type
|
|
% Change from
|
|||||||||||||||||||||
(Dollars in thousands)
|
Jun 30,
2019 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
|||||||||||
Custom and owner occupied construction
|
$
|
49
|
|
|
$
|
282
|
|
|
$
|
1,661
|
|
|
$
|
1,525
|
|
|
(83
|
)%
|
|
(97
|
)%
|
|
(97
|
)%
|
Pre-sold and spec construction
|
219
|
|
|
553
|
|
|
887
|
|
|
721
|
|
|
(60
|
)%
|
|
(75
|
)%
|
|
(70
|
)%
|
||||
Total residential construction
|
268
|
|
|
835
|
|
|
2,548
|
|
|
2,246
|
|
|
(68
|
)%
|
|
(89
|
)%
|
|
(88
|
)%
|
||||
Land development
|
1,990
|
|
|
—
|
|
|
228
|
|
|
728
|
|
|
n/m
|
|
|
773
|
%
|
|
173
|
%
|
||||
Consumer land or lots
|
206
|
|
|
510
|
|
|
200
|
|
|
471
|
|
|
(60
|
)%
|
|
3
|
%
|
|
(56
|
)%
|
||||
Unimproved land
|
658
|
|
|
685
|
|
|
579
|
|
|
1,450
|
|
|
(4
|
)%
|
|
14
|
%
|
|
(55
|
)%
|
||||
Developed lots for operative builders
|
—
|
|
|
4
|
|
|
122
|
|
|
—
|
|
|
(100
|
)%
|
|
(100
|
)%
|
|
n/m
|
|
||||
Commercial lots
|
—
|
|
|
331
|
|
|
203
|
|
|
—
|
|
|
(100
|
)%
|
|
(100
|
)%
|
|
n/m
|
|
||||
Other construction
|
—
|
|
|
1,234
|
|
|
4,170
|
|
|
—
|
|
|
(100
|
)%
|
|
(100
|
)%
|
|
n/m
|
|
||||
Total land, lot and other construction
|
2,854
|
|
|
2,764
|
|
|
5,502
|
|
|
2,649
|
|
|
3
|
%
|
|
(48
|
)%
|
|
8
|
%
|
||||
Owner occupied
|
5,322
|
|
|
4,463
|
|
|
2,981
|
|
|
3,571
|
|
|
19
|
%
|
|
79
|
%
|
|
49
|
%
|
||||
Non-owner occupied
|
11,700
|
|
|
6,604
|
|
|
1,245
|
|
|
8,414
|
|
|
77
|
%
|
|
840
|
%
|
|
39
|
%
|
||||
Total commercial real estate
|
17,022
|
|
|
11,067
|
|
|
4,226
|
|
|
11,985
|
|
|
54
|
%
|
|
303
|
%
|
|
42
|
%
|
||||
Commercial and industrial
|
3,006
|
|
|
4,070
|
|
|
3,374
|
|
|
5,745
|
|
|
(26
|
)%
|
|
(11
|
)%
|
|
(48
|
)%
|
||||
Agriculture
|
3,125
|
|
|
5,709
|
|
|
6,455
|
|
|
5,288
|
|
|
(45
|
)%
|
|
(52
|
)%
|
|
(41
|
)%
|
||||
1st lien
|
2,776
|
|
|
7,179
|
|
|
5,384
|
|
|
5,132
|
|
|
(61
|
)%
|
|
(48
|
)%
|
|
(46
|
)%
|
||||
Junior lien
|
1,302
|
|
|
583
|
|
|
118
|
|
|
989
|
|
|
123
|
%
|
|
1,003
|
%
|
|
32
|
%
|
||||
Total 1-4 family
|
4,078
|
|
|
7,762
|
|
|
5,502
|
|
|
6,121
|
|
|
(47
|
)%
|
|
(26
|
)%
|
|
(33
|
)%
|
||||
Multifamily residential
|
1,598
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
n/m
|
|
|
n/m
|
|
|
n/m
|
|
||||
Home equity lines of credit
|
3,931
|
|
|
2,925
|
|
|
3,562
|
|
|
3,940
|
|
|
34
|
%
|
|
10
|
%
|
|
—
|
%
|
||||
Other consumer
|
1,683
|
|
|
1,357
|
|
|
1,650
|
|
|
1,665
|
|
|
24
|
%
|
|
2
|
%
|
|
1
|
%
|
||||
Total consumer
|
5,614
|
|
|
4,282
|
|
|
5,212
|
|
|
5,605
|
|
|
31
|
%
|
|
8
|
%
|
|
—
|
%
|
||||
States and political subdivisions
|
—
|
|
|
—
|
|
|
229
|
|
|
—
|
|
|
n/m
|
|
|
(100
|
)%
|
|
n/m
|
|
||||
Other
|
372
|
|
|
405
|
|
|
519
|
|
|
11
|
|
|
(8
|
)%
|
|
(28
|
)%
|
|
3,282
|
%
|
||||
Total
|
$
|
37,937
|
|
|
$
|
36,894
|
|
|
$
|
33,567
|
|
|
$
|
39,650
|
|
|
3
|
%
|
|
13
|
%
|
|
(4
|
)%
|
|
Net Charge-Offs (Recoveries), Year-to-Date
Period Ending, By Loan Type
|
|
Charge-Offs
|
|
Recoveries
|
|||||||||||||
(Dollars in thousands)
|
Jun 30,
2019 |
|
Mar 31,
2019 |
|
Dec 31,
2018 |
|
Jun 30,
2018 |
|
Jun 30,
2019 |
|
Jun 30,
2019 |
|||||||
Pre-sold and spec construction
|
$
|
(6
|
)
|
|
(4
|
)
|
|
(352
|
)
|
|
(344
|
)
|
|
—
|
|
|
6
|
|
Land development
|
15
|
|
|
23
|
|
|
(116
|
)
|
|
(107
|
)
|
|
42
|
|
|
27
|
|
|
Consumer land or lots
|
(2
|
)
|
|
(20
|
)
|
|
(146
|
)
|
|
(92
|
)
|
|
37
|
|
|
39
|
|
|
Unimproved land
|
(54
|
)
|
|
(9
|
)
|
|
(445
|
)
|
|
(144
|
)
|
|
—
|
|
|
54
|
|
|
Developed lots for operative builders
|
(18
|
)
|
|
—
|
|
|
33
|
|
|
33
|
|
|
—
|
|
|
18
|
|
|
Commercial lots
|
(3
|
)
|
|
(2
|
)
|
|
1
|
|
|
4
|
|
|
—
|
|
|
3
|
|
|
Other construction
|
(32
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
9
|
|
|
41
|
|
|
Total land, lot and other construction
|
(94
|
)
|
|
(8
|
)
|
|
(692
|
)
|
|
(306
|
)
|
|
88
|
|
|
182
|
|
|
Owner occupied
|
139
|
|
|
75
|
|
|
1,320
|
|
|
1,000
|
|
|
226
|
|
|
87
|
|
|
Non-owner occupied
|
7
|
|
|
30
|
|
|
853
|
|
|
(4
|
)
|
|
130
|
|
|
123
|
|
|
Total commercial real estate
|
146
|
|
|
105
|
|
|
2,173
|
|
|
996
|
|
|
356
|
|
|
210
|
|
|
Commercial and industrial
|
37
|
|
|
(4
|
)
|
|
2,449
|
|
|
1,471
|
|
|
555
|
|
|
518
|
|
|
Agriculture
|
(32
|
)
|
|
14
|
|
|
16
|
|
|
44
|
|
|
67
|
|
|
99
|
|
|
1st lien
|
56
|
|
|
198
|
|
|
577
|
|
|
(193
|
)
|
|
298
|
|
|
242
|
|
|
Junior lien
|
(222
|
)
|
|
(52
|
)
|
|
(371
|
)
|
|
(34
|
)
|
|
29
|
|
|
251
|
|
|
Total 1-4 family
|
(166
|
)
|
|
146
|
|
|
206
|
|
|
(227
|
)
|
|
327
|
|
|
493
|
|
|
Multifamily residential
|
—
|
|
|
—
|
|
|
(649
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
Home equity lines of credit
|
(11
|
)
|
|
(5
|
)
|
|
(97
|
)
|
|
(38
|
)
|
|
13
|
|
|
24
|
|
|
Other consumer
|
313
|
|
|
223
|
|
|
261
|
|
|
111
|
|
|
470
|
|
|
157
|
|
|
Total consumer
|
302
|
|
|
218
|
|
|
164
|
|
|
73
|
|
|
483
|
|
|
181
|
|
|
Other
|
2,055
|
|
|
1,043
|
|
|
4,967
|
|
|
1,816
|
|
|
4,324
|
|
|
2,269
|
|
|
Total
|
$
|
2,242
|
|
|
1,510
|
|
|
8,282
|
|
|
3,517
|
|
|
6,200
|
|
|
3,958
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2018
|
|||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
Non-interest bearing deposits
|
$
|
3,265,077
|
|
|
33
|
%
|
|
$
|
3,001,178
|
|
|
32
|
%
|
|
$
|
2,914,885
|
|
|
31
|
%
|
NOW and DDA accounts
|
2,487,806
|
|
|
25
|
%
|
|
2,391,307
|
|
|
25
|
%
|
|
2,354,214
|
|
|
25
|
%
|
|||
Savings accounts
|
1,412,046
|
|
|
14
|
%
|
|
1,346,790
|
|
|
14
|
%
|
|
1,330,637
|
|
|
14
|
%
|
|||
Money market deposit accounts
|
1,647,372
|
|
|
17
|
%
|
|
1,684,284
|
|
|
18
|
%
|
|
1,723,681
|
|
|
18
|
%
|
|||
Certificate accounts
|
897,625
|
|
|
9
|
%
|
|
901,484
|
|
|
9
|
%
|
|
927,608
|
|
|
10
|
%
|
|||
Wholesale deposits
|
144,949
|
|
|
2
|
%
|
|
168,724
|
|
|
2
|
%
|
|
172,550
|
|
|
2
|
%
|
|||
Total interest bearing deposits
|
6,589,798
|
|
|
67
|
%
|
|
6,492,589
|
|
|
68
|
%
|
|
6,508,690
|
|
|
69
|
%
|
|||
Total deposits
|
$
|
9,854,875
|
|
|
100
|
%
|
|
$
|
9,493,767
|
|
|
100
|
%
|
|
$
|
9,423,575
|
|
|
100
|
%
|
|
At or for the Six Months ended
|
|
At or for the Year ended
|
|||
(Dollars in thousands)
|
June 30,
2019 |
|
December 31,
2018 |
|||
Repurchase agreements
|
|
|
|
|||
Amount outstanding at end of period
|
$
|
494,651
|
|
|
396,151
|
|
Weighted interest rate on outstanding amount
|
0.84
|
%
|
|
0.87
|
%
|
|
Maximum outstanding at any month-end
|
$
|
493,290
|
|
|
408,754
|
|
Average balance
|
$
|
424,505
|
|
|
383,791
|
|
Weighted-average interest rate
|
0.80
|
%
|
|
0.59
|
%
|
1.
|
assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time;
|
2.
|
providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and
|
3.
|
balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.
|
(Dollars in thousands)
|
June 30,
2019 |
|
December 31,
2018 |
|||
FHLB advances
|
|
|
|
|||
Borrowing capacity
|
$
|
2,293,958
|
|
|
2,103,860
|
|
Amount utilized
|
(323,762
|
)
|
|
(444,749
|
)
|
|
Amount available
|
$
|
1,970,196
|
|
|
1,659,111
|
|
FRB discount window
|
|
|
|
|||
Borrowing capacity
|
$
|
938,540
|
|
|
875,936
|
|
Amount utilized
|
—
|
|
|
—
|
|
|
Amount available
|
$
|
938,540
|
|
|
875,936
|
|
Unsecured lines of credit available
|
$
|
230,000
|
|
|
230,000
|
|
Unencumbered debt securities
|
|
|
|
|||
U.S. government and federal agency
|
$
|
19,487
|
|
|
23,649
|
|
U.S. government sponsored enterprises
|
98,599
|
|
|
108,952
|
|
|
State and local governments
|
508,239
|
|
|
618,613
|
|
|
Corporate bonds
|
179,684
|
|
|
290,817
|
|
|
Residential mortgage-backed securities
|
161,755
|
|
|
220,653
|
|
|
Commercial mortgage-backed securities
|
268,666
|
|
|
273,439
|
|
|
Total unencumbered debt securities
|
$
|
1,236,430
|
|
|
1,536,123
|
|
|
Total Capital (To Risk-Weighted Assets)
|
|
Tier 1 Capital (To Risk-Weighted Assets)
|
|
Common Equity Tier 1 (To Risk-Weighted Assets)
|
|
Leverage Ratio/ Tier 1 Capital (To Average Assets)
|
||||
Glacier Bank actual regulatory ratios
|
14.30
|
%
|
|
13.05
|
%
|
|
13.05
|
%
|
|
11.22
|
%
|
Minimum capital requirements
|
8.00
|
%
|
|
6.00
|
%
|
|
4.50
|
%
|
|
4.00
|
%
|
Minimum capital requirements plus capital conservation buffer
|
10.50
|
%
|
|
8.50
|
%
|
|
7.00
|
%
|
|
N/A
|
|
Well capitalized requirements
|
10.00
|
%
|
|
8.00
|
%
|
|
6.50
|
%
|
|
5.00
|
%
|
(Dollars in thousands)
|
New
Markets
Tax Credits
|
|
Low-Income
Housing
Tax Credits
|
|
Debt
Securities
Tax Credits
|
|
Total
|
|||||
2019
|
$
|
4,153
|
|
|
6,792
|
|
|
850
|
|
|
11,795
|
|
2020
|
4,475
|
|
|
7,619
|
|
|
813
|
|
|
12,907
|
|
|
2021
|
4,712
|
|
|
7,407
|
|
|
759
|
|
|
12,878
|
|
|
2022
|
3,944
|
|
|
7,329
|
|
|
695
|
|
|
11,968
|
|
|
2023
|
3,348
|
|
|
7,218
|
|
|
663
|
|
|
11,229
|
|
|
Thereafter
|
1,416
|
|
|
30,532
|
|
|
1,565
|
|
|
33,513
|
|
|
|
$
|
22,048
|
|
|
66,897
|
|
|
5,345
|
|
|
94,290
|
|
|
Three Months ended
|
|
Six Months ended
|
||||||||||||||||||
|
June 30, 2019
|
|
June 30, 2019
|
||||||||||||||||||
(Dollars in thousands)
|
Average
Balance
|
|
Interest and
Dividends
|
|
Average
Yield/
Rate
|
|
Average
Balance
|
|
Interest and
Dividends
|
|
Average
Yield/
Rate
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential real estate loans
|
$
|
938,467
|
|
|
$
|
11,410
|
|
|
4.86
|
%
|
|
$
|
927,953
|
|
|
$
|
22,189
|
|
|
4.78
|
%
|
Commercial loans 1
|
6,803,541
|
|
|
89,191
|
|
|
5.26
|
%
|
|
6,664,637
|
|
|
173,804
|
|
|
5.26
|
%
|
||||
Consumer and other loans
|
868,733
|
|
|
11,040
|
|
|
5.10
|
%
|
|
853,954
|
|
|
21,487
|
|
|
5.07
|
%
|
||||
Total loans 2
|
8,610,741
|
|
|
111,641
|
|
|
5.20
|
%
|
|
8,446,544
|
|
|
217,480
|
|
|
5.19
|
%
|
||||
Tax-exempt investment securities 3
|
957,177
|
|
|
9,982
|
|
|
4.17
|
%
|
|
958,864
|
|
|
19,932
|
|
|
4.16
|
%
|
||||
Taxable investment securities 4
|
1,911,173
|
|
|
14,246
|
|
|
2.98
|
%
|
|
1,878,606
|
|
|
27,975
|
|
|
2.98
|
%
|
||||
Total earning assets
|
11,479,091
|
|
|
135,869
|
|
|
4.75
|
%
|
|
11,284,014
|
|
|
265,387
|
|
|
4.74
|
%
|
||||
Goodwill and intangibles
|
351,466
|
|
|
|
|
|
|
344,752
|
|
|
|
|
|
||||||||
Non-earning assets
|
584,459
|
|
|
|
|
|
|
552,583
|
|
|
|
|
|
||||||||
Total assets
|
$
|
12,415,016
|
|
|
|
|
|
|
$
|
12,181,349
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest bearing deposits
|
$
|
3,084,404
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
3,014,476
|
|
|
$
|
—
|
|
|
—
|
%
|
NOW and DDA accounts
|
2,394,505
|
|
|
985
|
|
|
0.17
|
%
|
|
2,357,920
|
|
|
1,946
|
|
|
0.17
|
%
|
||||
Savings accounts
|
1,389,548
|
|
|
253
|
|
|
0.07
|
%
|
|
1,374,759
|
|
|
487
|
|
|
0.07
|
%
|
||||
Money market deposit accounts
|
1,662,545
|
|
|
1,125
|
|
|
0.27
|
%
|
|
1,676,348
|
|
|
2,135
|
|
|
0.26
|
%
|
||||
Certificate accounts
|
902,134
|
|
|
2,222
|
|
|
0.99
|
%
|
|
903,562
|
|
|
4,236
|
|
|
0.95
|
%
|
||||
Total core deposits
|
9,433,136
|
|
|
4,585
|
|
|
0.19
|
%
|
|
9,327,065
|
|
|
8,804
|
|
|
0.19
|
%
|
||||
Wholesale deposits 5
|
162,495
|
|
|
1,039
|
|
|
2.56
|
%
|
|
165,909
|
|
|
2,161
|
|
|
2.63
|
%
|
||||
FHLB advances
|
476,204
|
|
|
3,847
|
|
|
3.20
|
%
|
|
414,830
|
|
|
6,902
|
|
|
3.31
|
%
|
||||
Repurchase agreements and other borrowed funds
|
593,990
|
|
|
2,618
|
|
|
1.77
|
%
|
|
575,262
|
|
|
5,126
|
|
|
1.80
|
%
|
||||
Total interest bearing liabilities
|
10,665,825
|
|
|
12,089
|
|
|
0.45
|
%
|
|
10,483,066
|
|
|
22,993
|
|
|
0.44
|
%
|
||||
Other liabilities
|
109,480
|
|
|
|
|
|
|
112,793
|
|
|
|
|
|
||||||||
Total liabilities
|
10,775,305
|
|
|
|
|
|
|
10,595,859
|
|
|
|
|
|
||||||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
860
|
|
|
|
|
|
|
853
|
|
|
|
|
|
||||||||
Paid-in capital
|
1,110,138
|
|
|
|
|
|
|
1,080,861
|
|
|
|
|
|
||||||||
Retained earnings
|
500,015
|
|
|
|
|
|
|
485,898
|
|
|
|
|
|
||||||||
Accumulated other comprehensive income
|
28,698
|
|
|
|
|
|
|
17,878
|
|
|
|
|
|
||||||||
Total stockholders’ equity
|
1,639,711
|
|
|
|
|
|
|
1,585,490
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
12,415,016
|
|
|
|
|
|
|
$
|
12,181,349
|
|
|
|
|
|
||||||
Net interest income (tax-equivalent)
|
|
|
$
|
123,780
|
|
|
|
|
|
|
$
|
242,394
|
|
|
|
||||||
Net interest spread (tax-equivalent)
|
|
|
|
|
4.30
|
%
|
|
|
|
|
|
4.30
|
%
|
||||||||
Net interest margin (tax-equivalent)
|
|
|
|
|
4.33
|
%
|
|
|
|
|
|
4.33
|
%
|
1
|
Includes tax effect of $1.1 million and $2.2 million on tax-exempt municipal loan and lease income for the three and six months ended June 30, 2019, respectively.
|
2
|
Total loans are gross of the allowance for loan and lease losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.
|
3
|
Includes tax effect of $2.0 million and $4.1 million on tax-exempt debt securities income for the three and six months ended June 30, 2019, respectively.
|
4
|
Includes tax effect of $294 thousand and $587 thousand on federal income tax credits for the three and six months ended June 30, 2019, respectively.
|
5
|
Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts.
|
|
Year ended June 30,
|
||||||||
|
2019 vs. 2018
|
||||||||
|
Increase (Decrease) Due to:
|
||||||||
(Dollars in thousands)
|
Volume
|
|
Rate
|
|
Net
|
||||
Interest income
|
|
|
|
|
|
||||
Residential real estate loans
|
$
|
2,245
|
|
|
1,010
|
|
|
3,255
|
|
Commercial loans (tax-equivalent)
|
19,774
|
|
|
10,722
|
|
|
30,496
|
|
|
Consumer and other loans
|
2,755
|
|
|
736
|
|
|
3,491
|
|
|
Investment securities (tax-equivalent)
|
(771
|
)
|
|
347
|
|
|
(424
|
)
|
|
Total interest income
|
24,003
|
|
|
12,815
|
|
|
36,818
|
|
|
Interest expense
|
|
|
|
|
|
||||
NOW and DDA accounts
|
163
|
|
|
(44
|
)
|
|
119
|
|
|
Savings accounts
|
41
|
|
|
23
|
|
|
64
|
|
|
Money market deposit accounts
|
(13
|
)
|
|
572
|
|
|
559
|
|
|
Certificate accounts
|
(17
|
)
|
|
1,342
|
|
|
1,325
|
|
|
Wholesale deposits
|
173
|
|
|
192
|
|
|
365
|
|
|
FHLB advances
|
2,803
|
|
|
(503
|
)
|
|
2,300
|
|
|
Repurchase agreements and other borrowed funds
|
435
|
|
|
891
|
|
|
1,326
|
|
|
Total interest expense
|
3,585
|
|
|
2,473
|
|
|
6,058
|
|
|
Net interest income (tax-equivalent)
|
$
|
20,418
|
|
|
10,342
|
|
|
30,760
|
|
Item 3.
|
Quantitative and Qualitative Disclosure about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
(a)
|
Not Applicable
|
(b)
|
Not Applicable
|
(c)
|
Not Applicable
|
Item 3.
|
Defaults upon Senior Securities
|
(a)
|
Not Applicable
|
(b)
|
Not Applicable
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
(a)
|
Not Applicable
|
(b)
|
Not Applicable
|
31.1
|
31.2
|
32
|
101.INS
|
XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL 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 Labels Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
GLACIER BANCORP, INC.
|
|
|
|
|
August 2, 2019
|
/s/ Randall M. Chesler
|
|
|
Randall M. Chesler
|
|
|
President and CEO
|
|
|
|
|
August 2, 2019
|
/s/ Ron J. Copher
|
|
|
Ron J. Copher
|
|
|
Executive Vice President and CFO
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Glacier 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.
|
August 2, 2019
|
|
/s/ Randall M. Chesler
|
|
|
Randall M. Chesler
|
|
|
President/CEO
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Glacier 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.
|
August 2, 2019
|
|
/s/ Ron J. Copher
|
|
|
Ron J. Copher
|
|
|
Executive Vice President/CFO
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 2, 2019
|
|
/s/ Randall M. Chesler
|
|
|
Randall M. Chesler
|
|
|
President/CEO
|
August 2, 2019
|
|
/s/ Ron J. Copher
|
|
|
Ron J. Copher
|
|
|
Executive Vice President/CFO
|