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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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04-3510455
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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60 State Street, Boston, Massachusetts
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02109
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(Address of principal executive offices)
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(Zip Code)
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Page
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Notes to Consolidated Financial Statements
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June 30,
2018 |
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December 31,
2017 |
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(In thousands, except share data)
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Assets
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Cash and due from banks
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$
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90,964
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$
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91,122
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Short-term investments
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48,093
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157,641
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Total cash and cash equivalents
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139,057
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248,763
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Trading security, at fair value
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11,483
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12,277
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Marketable equity securities, at fair value
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59,726
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45,185
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Securities available for sale, at fair value
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1,393,250
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1,380,914
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Securities held to maturity (fair values of $377,486 and $405,276)
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379,905
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397,103
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Federal Home Loan Bank stock and other restricted securities
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75,530
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63,085
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Total securities
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1,919,894
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1,898,564
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Loans held for sale, at fair value
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149,182
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153,620
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Commercial real estate loans
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3,319,323
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3,264,742
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Commercial and industrial loans
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1,875,118
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1,803,939
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Residential mortgages
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2,397,192
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2,102,807
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Consumer loans
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1,118,333
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1,127,850
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Total loans
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8,709,966
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8,299,338
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Less: Allowance for loan losses
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(55,925
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)
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(51,834
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)
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Net loans
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8,654,041
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8,247,504
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Premises and equipment, net
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112,217
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109,352
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Goodwill
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519,128
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519,287
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Other intangible assets
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35,838
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38,296
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Cash surrender value of bank-owned life insurance policies
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193,121
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191,221
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Deferred tax assets, net
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53,679
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47,061
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Other assets
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125,806
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117,083
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Total assets
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$
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11,901,963
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$
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11,570,751
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Liabilities
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Demand deposits
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$
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1,553,039
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$
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1,606,656
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NOW and other deposits
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858,014
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734,558
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Money market deposits
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2,619,943
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2,776,157
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Savings deposits
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747,722
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741,954
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Time deposits
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3,060,034
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2,890,205
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Total deposits
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8,838,752
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8,749,530
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Short-term debt
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1,002,000
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667,300
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Long-term Federal Home Loan Bank advances
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272,342
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380,436
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Subordinated borrowings
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89,429
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89,339
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Total borrowings
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1,363,771
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1,137,075
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Other liabilities
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183,199
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187,882
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Total liabilities
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$
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10,385,722
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$
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10,074,487
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(continued)
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June 30,
2018 |
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December 31,
2017 |
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Shareholders’ equity
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Preferred Stock (Series B non-voting convertible preferred stock - $0.01 par value; 2,000,000 shares authorized, 521,607 shares issued and outstanding in 2018; 1,000,000 shares authorized, 521,607 shares issued and outstanding in 2017
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40,633
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40,633
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Common stock ($.01 par value; 100,000,000 shares authorized and 46,211,894 shares issued and 45,420,276 shares outstanding in 2018; 50,000,000 shares authorized, 46,211,894 shares issued and 45,290,433 shares outstanding in 2017)
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460
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460
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Additional paid-in capital - common stock
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1,244,691
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1,242,487
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Unearned compensation
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(10,096
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)
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(6,531
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)
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Retained earnings
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283,256
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239,179
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Accumulated other comprehensive (loss) income
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(21,266
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)
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4,161
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Treasury stock, at cost (791,618 shares in 2018 and 921,461 shares in 2017)
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(21,437
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)
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(24,125
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)
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Total shareholders’ equity
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1,516,241
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1,496,264
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Total liabilities and shareholders’ equity
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$
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11,901,963
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$
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11,570,751
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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(In thousands, except per share data)
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2018
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2017
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2018
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2017
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Interest and dividend income
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Loans
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$
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101,649
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$
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71,983
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$
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194,484
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$
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140,926
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Securities and other
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15,230
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12,683
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29,635
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24,449
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Total interest and dividend income
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116,879
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84,666
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224,119
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165,375
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Interest expense
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Deposits
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17,768
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9,971
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33,093
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19,069
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Borrowings
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7,990
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5,150
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14,435
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9,875
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Total interest expense
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25,758
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15,121
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47,528
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28,944
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Net interest income
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91,121
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69,545
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176,591
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136,431
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Non-interest income
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Mortgage banking originations
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10,195
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16,281
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20,342
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28,959
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Loan related income
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6,549
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5,275
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11,987
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9,454
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Deposit related fees
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7,605
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6,645
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15,671
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12,849
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Insurance commissions and fees
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2,549
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2,588
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5,574
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|
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5,724
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|
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Wealth management fees
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2,280
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2,286
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4,877
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|
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4,812
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Total fee income
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29,178
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33,075
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|
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58,451
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61,798
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Other, net
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155
|
|
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(276
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)
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1,423
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|
(183
|
)
|
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(Loss)/gain on securities, net
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718
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|
(1
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)
|
|
(784
|
)
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12,569
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|
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(Loss)/gain on sale of business operations and other assets, net
|
|
(21
|
)
|
|
—
|
|
|
460
|
|
|
—
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|
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Loss on termination of hedges
|
|
—
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|
|
—
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|
|
—
|
|
|
(6,629
|
)
|
||||
Total non-interest income
|
|
30,030
|
|
|
32,798
|
|
|
59,550
|
|
|
67,555
|
|
||||
Total net revenue
|
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121,151
|
|
|
102,343
|
|
|
236,141
|
|
|
203,986
|
|
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Provision for loan losses
|
|
6,532
|
|
|
4,889
|
|
|
12,107
|
|
|
9,984
|
|
||||
Non-interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
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Compensation and benefits
|
|
41,134
|
|
|
36,997
|
|
|
83,318
|
|
|
73,116
|
|
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Occupancy and equipment
|
|
10,230
|
|
|
8,678
|
|
|
20,312
|
|
|
17,704
|
|
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Technology and communications
|
|
7,359
|
|
|
6,883
|
|
|
14,189
|
|
|
12,970
|
|
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Marketing and promotion
|
|
2,369
|
|
|
3,177
|
|
|
4,981
|
|
|
5,176
|
|
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Professional services
|
|
1,139
|
|
|
2,190
|
|
|
3,192
|
|
|
4,641
|
|
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FDIC premiums and assessments
|
|
1,411
|
|
|
1,588
|
|
|
2,606
|
|
|
2,886
|
|
||||
Other real estate owned and foreclosures
|
|
1
|
|
|
30
|
|
|
68
|
|
|
58
|
|
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Amortization of intangible assets
|
|
1,246
|
|
|
770
|
|
|
2,514
|
|
|
1,571
|
|
||||
Acquisition, restructuring, and other expenses
|
|
847
|
|
|
2,903
|
|
|
5,940
|
|
|
14,585
|
|
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Other
|
|
6,601
|
|
|
6,307
|
|
|
12,086
|
|
|
11,142
|
|
||||
Total non-interest expense
|
|
72,337
|
|
|
69,523
|
|
|
149,206
|
|
|
143,849
|
|
||||
|
|
|
|
|
|
|
|
|
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Income before income taxes
|
|
42,282
|
|
|
27,931
|
|
|
74,828
|
|
|
50,153
|
|
||||
Income tax expense
|
|
8,251
|
|
|
8,237
|
|
|
15,549
|
|
|
14,999
|
|
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Net income
|
|
$
|
34,031
|
|
|
$
|
19,694
|
|
|
$
|
59,279
|
|
|
$
|
35,154
|
|
Preferred stock dividend
|
|
229
|
|
|
—
|
|
|
459
|
|
|
—
|
|
||||
Income available to common shareholders
|
|
33,802
|
|
|
19,694
|
|
|
58,820
|
|
|
35,154
|
|
||||
|
|
|
|
|
|
|
|
|
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Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic
|
|
$
|
0.74
|
|
|
$
|
0.53
|
|
|
$
|
1.29
|
|
|
$
|
0.97
|
|
Diluted
|
|
$
|
0.74
|
|
|
$
|
0.53
|
|
|
$
|
1.28
|
|
|
$
|
0.96
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
46,032
|
|
|
37,324
|
|
|
45,999
|
|
|
36,305
|
|
||||
Diluted
|
|
46,215
|
|
|
37,474
|
|
|
46,206
|
|
|
36,466
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
|
$
|
34,031
|
|
|
$
|
19,694
|
|
|
$
|
59,279
|
|
|
$
|
35,154
|
|
Other comprehensive income, before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Changes in unrealized loss on debt securities available-for-sale
|
|
(7,840
|
)
|
|
3,927
|
|
|
(27,002
|
)
|
|
(5,505
|
)
|
||||
Changes in unrealized loss on derivative hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,573
|
|
||||
Income taxes related to other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Changes in unrealized loss on debt securities available-for-sale
|
|
2,001
|
|
|
(1,455
|
)
|
|
6,932
|
|
|
2,086
|
|
||||
Changes in unrealized gains on derivative hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,589
|
)
|
||||
Total other comprehensive (loss)/income
|
|
(5,839
|
)
|
|
2,472
|
|
|
(20,070
|
)
|
|
565
|
|
||||
Total comprehensive income
|
|
$
|
28,192
|
|
|
$
|
22,166
|
|
|
$
|
39,209
|
|
|
$
|
35,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
||||||||||||||||||
|
|
Preferred stock
|
|
Common stock
|
|
Additional
paid-in
|
|
Unearned
|
|
Retained
|
|
other
comprehensive
|
|
Treasury
|
|
|
||||||||||||||||||||||
(In thousands)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
capital
|
|
compensation
|
|
earnings
|
|
income/(loss)
|
|
stock
|
|
Total
|
||||||||||||||||||
Balance at December 31, 2016
|
|
—
|
|
|
—
|
|
|
35,673
|
|
|
$
|
366
|
|
|
$
|
898,989
|
|
|
$
|
(6,374
|
)
|
|
$
|
217,494
|
|
|
$
|
9,766
|
|
|
$
|
(26,943
|
)
|
|
$
|
1,093,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,154
|
|
|
—
|
|
|
—
|
|
|
35,154
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
565
|
|
|
—
|
|
|
565
|
|
||||||||
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,154
|
|
|
565
|
|
|
—
|
|
|
35,719
|
|
||||||||
Common stock issued
|
|
—
|
|
|
—
|
|
|
4,638
|
|
|
46
|
|
|
152,879
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,925
|
|
||||||||
Cash dividends declared ($0.42 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,024
|
)
|
|
—
|
|
|
—
|
|
|
(15,024
|
)
|
||||||||
Forfeited shares
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
63
|
|
|
304
|
|
|
—
|
|
|
—
|
|
|
(367
|
)
|
|
—
|
|
||||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
196
|
|
|
111
|
|
||||||||
Restricted stock grants
|
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
1,566
|
|
|
(5,505
|
)
|
|
—
|
|
|
—
|
|
|
3,939
|
|
|
—
|
|
||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,524
|
|
||||||||
Other, net
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
(1,286
|
)
|
|
(1,359
|
)
|
||||||||
Balance at June 30, 2017
|
|
—
|
|
|
—
|
|
|
40,428
|
|
|
$
|
412
|
|
|
$
|
1,053,493
|
|
|
$
|
(9,051
|
)
|
|
$
|
237,470
|
|
|
$
|
10,331
|
|
|
$
|
(24,461
|
)
|
|
$
|
1,268,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2017
|
|
522
|
|
|
$
|
40,633
|
|
|
45,290
|
|
|
$
|
460
|
|
|
$
|
1,242,487
|
|
|
$
|
(6,531
|
)
|
|
$
|
239,179
|
|
|
$
|
4,161
|
|
|
$
|
(24,125
|
)
|
|
$
|
1,496,264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,279
|
|
|
—
|
|
|
—
|
|
|
59,279
|
|
||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,070
|
)
|
|
—
|
|
|
(20,070
|
)
|
||||||||
Total comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,279
|
|
|
(20,070
|
)
|
|
—
|
|
|
39,209
|
|
||||||||
Adoption of ASU No 2016-01, Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,253
|
|
|
(6,253
|
)
|
|
—
|
|
|
—
|
|
||||||||
Adoption of ASU No 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(896
|
)
|
|
896
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividends declared on common shares ($0.44 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,977
|
)
|
|
—
|
|
|
—
|
|
|
(19,977
|
)
|
||||||||
Cash dividends declared on preferred shares ($0.88 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
||||||||
Forfeited shares
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
88
|
|
|
478
|
|
|
—
|
|
|
—
|
|
|
(566
|
)
|
|
—
|
|
||||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
|
224
|
|
|
101
|
|
||||||||
Restricted stock grants
|
|
—
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
2,100
|
|
|
(6,841
|
)
|
|
—
|
|
|
—
|
|
|
4,741
|
|
|
—
|
|
||||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,798
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,798
|
|
||||||||
Other, net
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,711
|
)
|
|
(1,695
|
)
|
||||||||
Balance at June 30, 2018
|
|
522
|
|
|
$
|
40,633
|
|
|
45,420
|
|
|
$
|
460
|
|
|
$
|
1,244,691
|
|
|
$
|
(10,096
|
)
|
|
$
|
283,256
|
|
|
$
|
(21,266
|
)
|
|
$
|
(21,437
|
)
|
|
$
|
1,516,241
|
|
|
|
Six Months Ended
June 30, |
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
59,279
|
|
|
$
|
35,154
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Provision for loan losses
|
|
12,107
|
|
|
9,984
|
|
||
Net amortization of securities
|
|
1,460
|
|
|
1,332
|
|
||
Change in unamortized net loan costs and premiums
|
|
(1,520
|
)
|
|
(158
|
)
|
||
Premises and equipment depreciation and amortization expense
|
|
5,215
|
|
|
4,961
|
|
||
Stock-based compensation expense
|
|
2,798
|
|
|
2,524
|
|
||
Accretion of purchase accounting entries, net
|
|
(11,114
|
)
|
|
(7,971
|
)
|
||
Amortization of other intangibles
|
|
2,514
|
|
|
1,571
|
|
||
Income from cash surrender value of bank-owned life insurance policies
|
|
(2,359
|
)
|
|
(1,188
|
)
|
||
Securities losses (gains), net
|
|
784
|
|
|
(12,571
|
)
|
||
Originations of loans held for sale
|
|
(1,106,100
|
)
|
|
(1,105,114
|
)
|
||
Proceeds from sale of loans held for sale
|
|
1,130,880
|
|
|
1,108,264
|
|
||
Net gain on sale of loans and other mortgage banking income
|
|
(20,342
|
)
|
|
(28,959
|
)
|
||
Loss on disposition of assets
|
|
—
|
|
|
912
|
|
||
Loss on sale of real estate
|
|
—
|
|
|
(12
|
)
|
||
Amortization of interest in tax-advantaged projects
|
|
2,100
|
|
|
2,782
|
|
||
Net change in other
|
|
(9,748
|
)
|
|
4,374
|
|
||
Net cash provided by operating activities
|
|
65,954
|
|
|
15,885
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Net decrease in trading security
|
|
329
|
|
|
311
|
|
||
Proceeds from sales of securities available for sale
|
|
—
|
|
|
3,444
|
|
||
Proceeds from maturities, calls, and prepayments of securities available for sale
|
|
93,049
|
|
|
88,821
|
|
||
Purchases of securities available for sale
|
|
(165,312
|
)
|
|
(227,484
|
)
|
||
Proceeds from sales of marketable equity securities
|
|
26,096
|
|
|
38,575
|
|
||
Purchases of marketable equity securities
|
|
(12,688
|
)
|
|
(14,230
|
)
|
||
Proceeds from maturities, calls, and prepayments of securities held to maturity
|
|
23,981
|
|
|
6,076
|
|
||
Purchases of securities held to maturity
|
|
(7,781
|
)
|
|
(23,582
|
)
|
||
Net change in loans
|
|
(413,717
|
)
|
|
(279,723
|
)
|
||
Proceeds from surrender of bank-owned life insurance
|
|
459
|
|
|
310
|
|
||
Proceeds from sale of Federal Home Loan Bank stock
|
|
28,673
|
|
|
68,672
|
|
||
Purchase of Federal Home Loan Bank stock
|
|
(41,118
|
)
|
|
(76,433
|
)
|
||
Net investment in limited partnership tax credits
|
|
2,464
|
|
|
(756
|
)
|
||
Purchase of premises and equipment, net
|
|
(7,958
|
)
|
|
(6,921
|
)
|
||
Payment to terminate cash flow hedges
|
|
—
|
|
|
6,573
|
|
||
Proceeds from sale of other real estate
|
|
1,600
|
|
|
274
|
|
||
Net cash (used) by investing activities
|
|
(471,923
|
)
|
|
(416,073
|
)
|
||
(continued)
|
|
|
Six Months Ended
June 30, |
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Net increase in deposits
|
|
90,009
|
|
|
94,324
|
|
||
Proceeds from Federal Home Loan Bank advances and other borrowings
|
|
2,287,896
|
|
|
3,841,600
|
|
||
Repayments of Federal Home Loan Bank advances and other borrowings
|
|
(2,061,307
|
)
|
|
(3,683,292
|
)
|
||
Exercise of stock options
|
|
101
|
|
|
111
|
|
||
Common and preferred stock cash dividends paid
|
|
(20,436
|
)
|
|
(15,023
|
)
|
||
Common stock issued, net
|
|
—
|
|
|
152,925
|
|
||
Acquisition contingent consideration paid
|
|
—
|
|
|
(1,700
|
)
|
||
Net cash provided by financing activities
|
|
296,263
|
|
|
388,945
|
|
||
|
|
|
|
|
||||
Net change in cash and cash equivalents
|
|
(109,706
|
)
|
|
(11,243
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
|
248,763
|
|
|
113,075
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents at end of period
|
|
$
|
139,057
|
|
|
$
|
101,832
|
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||
Interest paid on deposits
|
|
$
|
32,160
|
|
|
$
|
19,398
|
|
Interest paid on borrowed funds
|
|
14,202
|
|
|
10,021
|
|
||
Income taxes paid (refund), net
|
|
(2,446
|
)
|
|
6,339
|
|
||
|
|
|
|
|
||||
Other non-cash changes:
|
|
|
|
|
|
|
||
Other net comprehensive income
|
|
(20,070
|
)
|
|
565
|
|
||
Real estate owned acquired in settlement of loans
|
|
(1,600
|
)
|
|
390
|
|
•
|
ASU No. 2014-09, Revenue from Contracts with Customers (additional information is disclosed in Note 14 - Revenue of the Consolidated Financial Statements);
|
•
|
ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities
|
(In thousands)
|
|
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Securities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal bonds and obligations
|
|
$
|
110,381
|
|
|
$
|
2,475
|
|
|
$
|
(719
|
)
|
|
$
|
112,137
|
|
Agency collateralized mortgage obligations
|
|
940,130
|
|
|
10
|
|
|
(24,923
|
)
|
|
915,217
|
|
||||
Agency mortgage-backed securities
|
|
190,872
|
|
|
45
|
|
|
(6,247
|
)
|
|
184,670
|
|
||||
Agency commercial mortgage-backed securities
|
|
62,930
|
|
|
—
|
|
|
(3,417
|
)
|
|
59,513
|
|
||||
Corporate bonds
|
|
100,985
|
|
|
534
|
|
|
(457
|
)
|
|
101,062
|
|
||||
Trust preferred securities
|
|
11,266
|
|
|
348
|
|
|
—
|
|
|
11,614
|
|
||||
Other bonds and obligations
|
|
9,042
|
|
|
44
|
|
|
(49
|
)
|
|
9,037
|
|
||||
Total securities available for sale
|
|
1,425,606
|
|
|
3,456
|
|
|
(35,812
|
)
|
|
1,393,250
|
|
||||
Securities held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal bonds and obligations
|
|
268,529
|
|
|
3,928
|
|
|
(3,066
|
)
|
|
269,391
|
|
||||
Agency collateralized mortgage obligations
|
|
72,754
|
|
|
169
|
|
|
(1,392
|
)
|
|
71,531
|
|
||||
Agency mortgage-backed securities
|
|
7,457
|
|
|
—
|
|
|
(351
|
)
|
|
7,106
|
|
||||
Agency commercial mortgage-backed securities
|
|
10,449
|
|
|
—
|
|
|
(532
|
)
|
|
9,917
|
|
||||
Tax advantaged economic development bonds
|
|
20,395
|
|
|
19
|
|
|
(1,194
|
)
|
|
19,220
|
|
||||
Other bonds and obligations
|
|
321
|
|
|
—
|
|
|
—
|
|
|
321
|
|
||||
Total securities held to maturity
|
|
379,905
|
|
|
4,116
|
|
|
(6,535
|
)
|
|
377,486
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
|
55,618
|
|
|
6,024
|
|
|
(1,916
|
)
|
|
59,726
|
|
||||
Total
|
|
$
|
1,861,129
|
|
|
$
|
13,596
|
|
|
$
|
(44,263
|
)
|
|
$
|
1,830,462
|
|
(In thousands)
|
|
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Securities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal bonds and obligations
|
|
$
|
113,427
|
|
|
$
|
5,012
|
|
|
$
|
(206
|
)
|
|
$
|
118,233
|
|
Agency collateralized mortgage obligations
|
|
859,705
|
|
|
397
|
|
|
(8,944
|
)
|
|
851,158
|
|
||||
Agency mortgage-backed securities
|
|
218,926
|
|
|
279
|
|
|
(2,265
|
)
|
|
216,940
|
|
||||
Agency commercial mortgage-backed securities
|
|
64,025
|
|
|
41
|
|
|
(1,761
|
)
|
|
62,305
|
|
||||
Corporate bonds
|
|
110,076
|
|
|
882
|
|
|
(237
|
)
|
|
110,721
|
|
||||
Trust preferred securities
|
|
11,334
|
|
|
343
|
|
|
—
|
|
|
11,677
|
|
||||
Other bonds and obligations
|
|
9,757
|
|
|
154
|
|
|
(31
|
)
|
|
9,880
|
|
||||
Total securities available for sale
|
|
1,387,250
|
|
|
7,108
|
|
|
(13,444
|
)
|
|
1,380,914
|
|
||||
Securities held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal bonds and obligations
|
|
270,310
|
|
|
8,675
|
|
|
(90
|
)
|
|
278,895
|
|
||||
Agency collateralized mortgage obligations
|
|
73,742
|
|
|
1,045
|
|
|
(486
|
)
|
|
74,301
|
|
||||
Agency mortgage-backed securities
|
|
7,892
|
|
|
—
|
|
|
(164
|
)
|
|
7,728
|
|
||||
Agency commercial mortgage-backed securities
|
|
10,481
|
|
|
—
|
|
|
(268
|
)
|
|
10,213
|
|
||||
Tax advantaged economic development bonds
|
|
34,357
|
|
|
596
|
|
|
(1,135
|
)
|
|
33,818
|
|
||||
Other bonds and obligations
|
|
321
|
|
|
—
|
|
|
—
|
|
|
321
|
|
||||
Total securities held to maturity
|
|
397,103
|
|
|
10,316
|
|
|
(2,143
|
)
|
|
405,276
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Marketable equity securities
|
|
36,483
|
|
|
9,211
|
|
|
(509
|
)
|
|
45,185
|
|
||||
Total
|
|
$
|
1,820,836
|
|
|
$
|
26,635
|
|
|
$
|
(16,096
|
)
|
|
$
|
1,831,375
|
|
|
|
Available for sale
|
|
Held to maturity
|
||||||||||||
|
|
Amortized
|
|
Fair
|
|
Amortized
|
|
Fair
|
||||||||
(In thousands)
|
|
Cost
|
|
Value
|
|
Cost
|
|
Value
|
||||||||
Within 1 year
|
|
$
|
265
|
|
|
$
|
266
|
|
|
$
|
2,251
|
|
|
$
|
2,251
|
|
Over 1 year to 5 years
|
|
32,662
|
|
|
32,794
|
|
|
14,496
|
|
|
14,425
|
|
||||
Over 5 years to 10 years
|
|
76,018
|
|
|
76,647
|
|
|
6,701
|
|
|
6,780
|
|
||||
Over 10 years
|
|
122,729
|
|
|
124,143
|
|
|
265,797
|
|
|
265,476
|
|
||||
Total bonds and obligations
|
|
231,674
|
|
|
233,850
|
|
|
289,245
|
|
|
288,932
|
|
||||
Mortgage-backed securities
|
|
1,193,932
|
|
|
1,159,400
|
|
|
90,660
|
|
|
88,554
|
|
||||
Total
|
|
$
|
1,425,606
|
|
|
$
|
1,393,250
|
|
|
$
|
379,905
|
|
|
$
|
377,486
|
|
|
|
Less Than Twelve Months
|
|
Over Twelve Months
|
|
Total
|
||||||||||||||||||
|
|
Gross
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
||||||||||||
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
||||||||||||
(In thousands)
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
||||||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Securities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Municipal bonds and obligations
|
|
$
|
162
|
|
|
$
|
5,805
|
|
|
$
|
557
|
|
|
$
|
8,600
|
|
|
$
|
719
|
|
|
$
|
14,405
|
|
Agency collateralized mortgage obligations
|
|
20,590
|
|
|
800,936
|
|
|
4,333
|
|
|
97,803
|
|
|
24,923
|
|
|
898,739
|
|
||||||
Agency mortgage-backed securities
|
|
3,074
|
|
|
119,032
|
|
|
3,173
|
|
|
62,416
|
|
|
6,247
|
|
|
181,448
|
|
||||||
Agency commercial mortgage-backed securities
|
|
351
|
|
|
13,421
|
|
|
3,066
|
|
|
46,092
|
|
|
3,417
|
|
|
59,513
|
|
||||||
Corporate bonds
|
|
457
|
|
|
61,521
|
|
|
—
|
|
|
—
|
|
|
457
|
|
|
61,521
|
|
||||||
Other bonds and obligations
|
|
20
|
|
|
987
|
|
|
29
|
|
|
2,085
|
|
|
49
|
|
|
3,072
|
|
||||||
Total securities available for sale
|
|
24,654
|
|
|
1,001,702
|
|
|
11,158
|
|
|
216,996
|
|
|
35,812
|
|
|
1,218,698
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Municipal bonds and obligations
|
|
2,885
|
|
|
117,250
|
|
|
181
|
|
|
1,936
|
|
|
3,066
|
|
|
119,186
|
|
||||||
Agency collateralized mortgage obligations
|
|
720
|
|
|
31,773
|
|
|
672
|
|
|
11,882
|
|
|
1,392
|
|
|
43,655
|
|
||||||
Agency mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
351
|
|
|
7,106
|
|
|
351
|
|
|
7,106
|
|
||||||
Agency commercial mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
532
|
|
|
9,917
|
|
|
532
|
|
|
9,917
|
|
||||||
Tax advantaged economic development bonds
|
|
1,194
|
|
|
15,514
|
|
|
—
|
|
|
—
|
|
|
1,194
|
|
|
15,514
|
|
||||||
Total securities held to maturity
|
|
4,799
|
|
|
164,537
|
|
|
1,736
|
|
|
30,841
|
|
|
6,535
|
|
|
195,378
|
|
||||||
Total
|
|
$
|
29,453
|
|
|
$
|
1,166,239
|
|
|
$
|
12,894
|
|
|
$
|
247,837
|
|
|
$
|
42,347
|
|
|
$
|
1,414,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Securities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Municipal bonds and obligations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
206
|
|
|
$
|
8,985
|
|
|
$
|
206
|
|
|
$
|
8,985
|
|
Agency collateralized mortgage obligations
|
|
6,849
|
|
|
655,479
|
|
|
2,095
|
|
|
80,401
|
|
|
8,944
|
|
|
735,880
|
|
||||||
Agency mortgage-backed securities
|
|
765
|
|
|
95,800
|
|
|
1,500
|
|
|
65,323
|
|
|
2,265
|
|
|
161,123
|
|
||||||
Agency commercial mortgage-backed securities
|
|
334
|
|
|
17,379
|
|
|
1,427
|
|
|
39,268
|
|
|
1,761
|
|
|
56,647
|
|
||||||
Corporate bonds
|
|
1
|
|
|
328
|
|
|
236
|
|
|
15,769
|
|
|
237
|
|
|
16,097
|
|
||||||
Other bonds and obligations
|
|
11
|
|
|
1,096
|
|
|
20
|
|
|
2,004
|
|
|
31
|
|
|
3,100
|
|
||||||
Total securities available for sale
|
|
7,960
|
|
|
770,082
|
|
|
5,484
|
|
|
211,750
|
|
|
13,444
|
|
|
981,832
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities held to maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Municipal bonds and obligations
|
|
35
|
|
|
10,213
|
|
|
55
|
|
|
2,059
|
|
|
90
|
|
|
12,272
|
|
||||||
Agency collateralized mortgage obligations
|
|
—
|
|
|
—
|
|
|
486
|
|
|
12,946
|
|
|
486
|
|
|
12,946
|
|
||||||
Agency mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
164
|
|
|
7,728
|
|
|
164
|
|
|
7,728
|
|
||||||
Agency commercial mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
268
|
|
|
10,213
|
|
|
268
|
|
|
10,213
|
|
||||||
Tax advantaged economic development bonds
|
|
1,135
|
|
|
7,305
|
|
|
—
|
|
|
—
|
|
|
1,135
|
|
|
7,305
|
|
||||||
Total securities held to maturity
|
|
1,170
|
|
|
17,518
|
|
|
973
|
|
|
32,946
|
|
|
2,143
|
|
|
50,464
|
|
||||||
Total
|
|
$
|
9,130
|
|
|
$
|
787,600
|
|
|
$
|
6,457
|
|
|
$
|
244,696
|
|
|
$
|
15,587
|
|
|
$
|
1,032,296
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||
(In thousands)
|
Business
Activities Loans |
Acquired
Loans |
Total
|
|
Business
Activities Loans |
Acquired
Loans |
Total
|
||||||||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction
|
$
|
345,896
|
|
$
|
59,268
|
|
$
|
405,164
|
|
|
$
|
269,206
|
|
$
|
84,965
|
|
$
|
354,171
|
|
Single and multi-family
|
378,434
|
|
195,865
|
|
574,299
|
|
|
217,083
|
|
206,082
|
|
423,165
|
|
||||||
Other commercial real estate
|
1,644,666
|
|
695,194
|
|
2,339,860
|
|
|
1,731,418
|
|
755,988
|
|
2,487,406
|
|
||||||
Total commercial real estate
|
2,368,996
|
|
950,327
|
|
3,319,323
|
|
|
2,217,707
|
|
1,047,035
|
|
3,264,742
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial loans:
|
1,355,864
|
|
519,254
|
|
1,875,118
|
|
|
1,182,569
|
|
621,370
|
|
1,803,939
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Total commercial loans
|
3,724,860
|
|
1,469,581
|
|
5,194,441
|
|
|
3,400,276
|
|
1,668,405
|
|
5,068,681
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
1-4 family
|
2,129,976
|
|
259,734
|
|
2,389,710
|
|
|
1,808,024
|
|
289,373
|
|
2,097,397
|
|
||||||
Construction
|
7,289
|
|
193
|
|
7,482
|
|
|
5,177
|
|
233
|
|
5,410
|
|
||||||
Total residential mortgages
|
2,137,265
|
|
259,927
|
|
2,397,192
|
|
|
1,813,201
|
|
289,606
|
|
2,102,807
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Home equity
|
293,450
|
|
99,380
|
|
392,830
|
|
|
294,954
|
|
115,227
|
|
410,181
|
|
||||||
Auto and other
|
634,804
|
|
90,699
|
|
725,503
|
|
|
603,767
|
|
113,902
|
|
717,669
|
|
||||||
Total consumer loans
|
928,254
|
|
190,079
|
|
1,118,333
|
|
|
898,721
|
|
229,129
|
|
1,127,850
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Total loans
|
$
|
6,790,379
|
|
$
|
1,919,587
|
|
$
|
8,709,966
|
|
|
$
|
6,112,198
|
|
$
|
2,187,140
|
|
$
|
8,299,338
|
|
|
|
Three Months Ended June 30,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
10,392
|
|
|
$
|
7,363
|
|
Accretion
|
|
(2,195
|
)
|
|
(1,005
|
)
|
||
Net reclassifications from (to) nonaccretable difference
|
|
(169
|
)
|
|
(85
|
)
|
||
Payments received, net
|
|
(1,724
|
)
|
|
(506
|
)
|
||
Disposals
|
|
—
|
|
|
—
|
|
||
Balance at end of period
|
|
$
|
6,304
|
|
|
$
|
5,767
|
|
|
|
|
|
|
||||
|
|
Six Months Ended June 30,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
|
$
|
11,561
|
|
|
$
|
8,738
|
|
Accretion
|
|
(4,918
|
)
|
|
(2,051
|
)
|
||
Net reclassifications from (to) nonaccretable difference
|
|
1,654
|
|
|
333
|
|
||
Payments received, net
|
|
(1,912
|
)
|
|
(1,253
|
)
|
||
Disposals
|
|
(81
|
)
|
|
—
|
|
||
Balance at end of period
|
|
$
|
6,304
|
|
|
$
|
5,767
|
|
(In thousands)
|
|
30-59 Days
Past Due |
|
60-89 Days
Past Due |
|
90
Days or Greater Past Due |
|
Total Past
Due |
|
Current
|
|
Total Loans
|
|
Past Due >
90 days and Accruing |
||||||||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Construction
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345,896
|
|
|
$
|
345,896
|
|
|
$
|
—
|
|
Single and multi-family
|
|
314
|
|
|
—
|
|
|
433
|
|
|
747
|
|
|
377,687
|
|
|
378,434
|
|
|
9
|
|
|||||||
Other commercial real estate
|
|
1,163
|
|
|
262
|
|
|
21,993
|
|
|
23,418
|
|
|
1,621,248
|
|
|
1,644,666
|
|
|
16,706
|
|
|||||||
Total
|
|
1,477
|
|
|
262
|
|
|
22,426
|
|
|
24,165
|
|
|
2,344,831
|
|
|
2,368,996
|
|
|
16,715
|
|
|||||||
Commercial and industrial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
2,272
|
|
|
114
|
|
|
2,528
|
|
|
4,914
|
|
|
1,350,950
|
|
|
1,355,864
|
|
|
42
|
|
|||||||
Residential mortgages:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
1-4 family
|
|
817
|
|
|
445
|
|
|
2,798
|
|
|
4,060
|
|
|
2,125,916
|
|
|
2,129,976
|
|
|
879
|
|
|||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,289
|
|
|
7,289
|
|
|
—
|
|
|||||||
Total
|
|
817
|
|
|
445
|
|
|
2,798
|
|
|
4,060
|
|
|
2,133,205
|
|
|
2,137,265
|
|
|
879
|
|
|||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Home equity
|
|
72
|
|
|
—
|
|
|
2,462
|
|
|
2,534
|
|
|
290,916
|
|
|
293,450
|
|
|
—
|
|
|||||||
Auto and other
|
|
2,766
|
|
|
478
|
|
|
1,667
|
|
|
4,911
|
|
|
629,893
|
|
|
634,804
|
|
|
49
|
|
|||||||
Total
|
|
2,838
|
|
|
478
|
|
|
4,129
|
|
|
7,445
|
|
|
920,809
|
|
|
928,254
|
|
|
49
|
|
|||||||
Total
|
|
$
|
7,404
|
|
|
$
|
1,299
|
|
|
$
|
31,881
|
|
|
$
|
40,584
|
|
|
$
|
6,749,795
|
|
|
$
|
6,790,379
|
|
|
$
|
17,685
|
|
(In thousands)
|
|
30-59 Days
Past Due |
|
60-89 Days
Past Due |
|
90
Days or Greater Past Due |
|
Total Past
Due |
|
Current
|
|
Total Loans
|
|
Past Due >
90 days and Accruing |
||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Construction
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
269,206
|
|
|
$
|
269,206
|
|
|
$
|
—
|
|
Single and multi-family
|
|
—
|
|
|
—
|
|
|
451
|
|
|
451
|
|
|
216,632
|
|
|
217,083
|
|
|
—
|
|
|||||||
Other commercial real estate
|
|
1,925
|
|
|
48
|
|
|
5,023
|
|
|
6,996
|
|
|
1,724,422
|
|
|
1,731,418
|
|
|
457
|
|
|||||||
Total
|
|
1,925
|
|
|
48
|
|
|
5,474
|
|
|
7,447
|
|
|
2,210,260
|
|
|
2,217,707
|
|
|
457
|
|
|||||||
Commercial and industrial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
4,031
|
|
|
1,912
|
|
|
6,023
|
|
|
11,966
|
|
|
1,170,603
|
|
|
1,182,569
|
|
|
128
|
|
|||||||
Residential mortgages:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
1-4 family
|
|
2,412
|
|
|
242
|
|
|
2,186
|
|
|
4,840
|
|
|
1,803,184
|
|
|
1,808,024
|
|
|
520
|
|
|||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,177
|
|
|
5,177
|
|
|
—
|
|
|||||||
Total
|
|
2,412
|
|
|
242
|
|
|
2,186
|
|
|
4,840
|
|
|
1,808,361
|
|
|
1,813,201
|
|
|
520
|
|
|||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Home equity
|
|
444
|
|
|
1,235
|
|
|
1,747
|
|
|
3,426
|
|
|
291,528
|
|
|
294,954
|
|
|
120
|
|
|||||||
Auto and other
|
|
3,389
|
|
|
599
|
|
|
1,597
|
|
|
5,585
|
|
|
598,182
|
|
|
603,767
|
|
|
143
|
|
|||||||
Total
|
|
3,833
|
|
|
1,834
|
|
|
3,344
|
|
|
9,011
|
|
|
889,710
|
|
|
898,721
|
|
|
263
|
|
|||||||
Total
|
|
$
|
12,201
|
|
|
$
|
4,036
|
|
|
$
|
17,027
|
|
|
$
|
33,264
|
|
|
$
|
6,078,934
|
|
|
$
|
6,112,198
|
|
|
$
|
1,368
|
|
(In thousands)
|
|
30-59 Days
Past Due |
|
60-89 Days
Past Due |
|
90
Days or Greater Past Due |
|
Total Past
Due |
|
Acquired
Credit Impaired |
|
Total Loans
|
|
Past Due >
90 days and Accruing |
||||||||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Construction
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,633
|
|
|
$
|
59,268
|
|
|
$
|
—
|
|
Single and multi-family
|
|
337
|
|
|
100
|
|
|
270
|
|
|
707
|
|
|
2,074
|
|
|
195,865
|
|
|
—
|
|
|||||||
Other commercial real estate
|
|
417
|
|
|
1,248
|
|
|
4,680
|
|
|
6,345
|
|
|
21,308
|
|
|
695,194
|
|
|
323
|
|
|||||||
Total
|
|
754
|
|
|
1,348
|
|
|
4,950
|
|
|
7,052
|
|
|
31,015
|
|
|
950,327
|
|
|
323
|
|
|||||||
Commercial and industrial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
446
|
|
|
260
|
|
|
1,543
|
|
|
2,249
|
|
|
32,297
|
|
|
519,254
|
|
|
—
|
|
|||||||
Residential mortgages:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
1-4 family
|
|
1,318
|
|
|
241
|
|
|
1,494
|
|
|
3,053
|
|
|
5,054
|
|
|
259,734
|
|
|
216
|
|
|||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|
—
|
|
|||||||
Total
|
|
1,318
|
|
|
241
|
|
|
1,494
|
|
|
3,053
|
|
|
5,054
|
|
|
259,927
|
|
|
216
|
|
|||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Home equity
|
|
183
|
|
|
119
|
|
|
998
|
|
|
1,300
|
|
|
2,004
|
|
|
99,380
|
|
|
81
|
|
|||||||
Auto and other
|
|
150
|
|
|
8
|
|
|
483
|
|
|
641
|
|
|
396
|
|
|
90,699
|
|
|
14
|
|
|||||||
Total
|
|
333
|
|
|
127
|
|
|
1,481
|
|
|
1,941
|
|
|
2,400
|
|
|
190,079
|
|
|
95
|
|
|||||||
Total
|
|
$
|
2,851
|
|
|
$
|
1,976
|
|
|
$
|
9,468
|
|
|
$
|
14,295
|
|
|
$
|
70,766
|
|
|
$
|
1,919,587
|
|
|
$
|
634
|
|
(In thousands)
|
|
30-59 Days
Past Due |
|
60-89 Days
Past Due |
|
90
Days or Greater Past Due |
|
Total Past
Due |
|
Acquired
Credit Impaired |
|
Total Loans
|
|
Past Due >
90 days and Accruing |
||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Construction
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,655
|
|
|
$
|
84,965
|
|
|
$
|
—
|
|
Single and multi-family
|
|
671
|
|
|
—
|
|
|
203
|
|
|
874
|
|
|
2,846
|
|
|
206,082
|
|
|
—
|
|
|||||||
Other commercial real estate
|
|
816
|
|
|
1,875
|
|
|
2,156
|
|
|
4,847
|
|
|
42,801
|
|
|
755,988
|
|
|
109
|
|
|||||||
Total
|
|
1,487
|
|
|
1,875
|
|
|
2,359
|
|
|
5,721
|
|
|
53,302
|
|
|
1,047,035
|
|
|
109
|
|
|||||||
Commercial and industrial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
1,252
|
|
|
268
|
|
|
1,439
|
|
|
2,959
|
|
|
34,629
|
|
|
621,370
|
|
|
23
|
|
|||||||
Residential mortgages:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
1-4 family
|
|
957
|
|
|
2,581
|
|
|
1,247
|
|
|
4,785
|
|
|
6,974
|
|
|
289,373
|
|
|
30
|
|
|||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|
—
|
|
|||||||
Total
|
|
957
|
|
|
2,581
|
|
|
1,247
|
|
|
4,785
|
|
|
6,974
|
|
|
289,606
|
|
|
30
|
|
|||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Home equity
|
|
286
|
|
|
40
|
|
|
1,965
|
|
|
2,291
|
|
|
1,956
|
|
|
115,227
|
|
|
—
|
|
|||||||
Auto and other
|
|
346
|
|
|
135
|
|
|
430
|
|
|
911
|
|
|
483
|
|
|
113,902
|
|
|
38
|
|
|||||||
Total
|
|
632
|
|
|
175
|
|
|
2,395
|
|
|
3,202
|
|
|
2,439
|
|
|
229,129
|
|
|
38
|
|
|||||||
Total
|
|
$
|
4,328
|
|
|
$
|
4,899
|
|
|
$
|
7,440
|
|
|
$
|
16,667
|
|
|
$
|
97,344
|
|
|
$
|
2,187,140
|
|
|
$
|
200
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(In thousands)
|
|
Business
Activities Loans |
|
Acquired
Loans (1) |
|
Total
|
|
Business
Activities Loans |
|
Acquired
Loans (2) |
|
Total
|
||||||||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Single and multi-family
|
|
424
|
|
|
206
|
|
|
630
|
|
|
451
|
|
|
203
|
|
|
654
|
|
||||||
Other commercial real estate
|
|
5,287
|
|
|
3,493
|
|
|
8,780
|
|
|
4,566
|
|
|
2,047
|
|
|
6,613
|
|
||||||
Total
|
|
5,711
|
|
|
3,699
|
|
|
9,410
|
|
|
5,017
|
|
|
2,250
|
|
|
7,267
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
2,486
|
|
|
1,543
|
|
|
4,029
|
|
|
5,895
|
|
|
1,333
|
|
|
7,228
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
1-4 family
|
|
1,919
|
|
|
1,278
|
|
|
3,197
|
|
|
1,666
|
|
|
1,217
|
|
|
2,883
|
|
||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
1,919
|
|
|
1,278
|
|
|
3,197
|
|
|
1,666
|
|
|
1,217
|
|
|
2,883
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Home equity
|
|
2,462
|
|
|
917
|
|
|
3,379
|
|
|
1,627
|
|
|
1,965
|
|
|
3,592
|
|
||||||
Auto and other
|
|
1,618
|
|
|
469
|
|
|
2,087
|
|
|
1,454
|
|
|
392
|
|
|
1,846
|
|
||||||
Total
|
|
4,080
|
|
|
1,386
|
|
|
5,466
|
|
|
3,081
|
|
|
2,357
|
|
|
5,438
|
|
||||||
Total non-accrual loans
|
|
$
|
14,196
|
|
|
$
|
7,906
|
|
|
$
|
22,102
|
|
|
$
|
15,659
|
|
|
$
|
7,157
|
|
|
$
|
22,816
|
|
(In thousands)
|
|
Commercial
real estate |
|
Commercial and
industrial loans |
|
Residential
mortgages |
|
Consumer
|
|
Total
|
||||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at end of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Individually evaluated for impairment
|
|
$
|
27,806
|
|
|
$
|
2,340
|
|
|
$
|
2,280
|
|
|
$
|
1,835
|
|
|
$
|
34,261
|
|
Collectively evaluated for impairment
|
|
2,341,190
|
|
|
1,353,524
|
|
|
2,134,985
|
|
|
926,419
|
|
|
6,756,118
|
|
|||||
Total
|
|
$
|
2,368,996
|
|
|
$
|
1,355,864
|
|
|
$
|
2,137,265
|
|
|
$
|
928,254
|
|
|
$
|
6,790,379
|
|
(In thousands)
|
|
Commercial
real estate |
|
Commercial and
industrial loans |
|
Residential
mortgages |
|
Consumer
|
|
Total
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at end of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Individually evaluated for impairment
|
|
$
|
33,732
|
|
|
$
|
5,761
|
|
|
$
|
3,872
|
|
|
$
|
—
|
|
|
$
|
43,365
|
|
Collectively evaluated for impairment
|
|
2,183,975
|
|
|
1,176,808
|
|
|
1,809,329
|
|
|
898,721
|
|
|
6,068,833
|
|
|||||
Total
|
|
$
|
2,217,707
|
|
|
$
|
1,182,569
|
|
|
$
|
1,813,201
|
|
|
$
|
898,721
|
|
|
$
|
6,112,198
|
|
(In thousands)
|
|
Commercial
real estate |
|
Commercial and
industrial loans |
|
Residential
mortgages |
|
Consumer
|
|
Total
|
||||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at end of Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Individually evaluated for impairment
|
|
$
|
5,601
|
|
|
$
|
864
|
|
|
$
|
765
|
|
|
$
|
815
|
|
|
$
|
8,045
|
|
Purchased credit-impaired loans
|
|
31,015
|
|
|
32,297
|
|
|
5,054
|
|
|
2,400
|
|
|
70,766
|
|
|||||
Collectively evaluated for impairment
|
|
913,711
|
|
|
486,093
|
|
|
254,108
|
|
|
186,864
|
|
|
1,840,776
|
|
|||||
Total
|
|
$
|
950,327
|
|
|
$
|
519,254
|
|
|
$
|
259,927
|
|
|
$
|
190,079
|
|
|
$
|
1,919,587
|
|
(In thousands)
|
|
Commercial
real estate |
|
Commercial and
industrial loans |
|
Residential
mortgages |
|
Consumer
|
|
Total
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at end of year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Individually evaluated for impairment
|
|
$
|
4,244
|
|
|
$
|
421
|
|
|
$
|
2,617
|
|
|
$
|
27
|
|
|
$
|
7,309
|
|
Purchased credit-impaired loans
|
|
53,302
|
|
|
34,629
|
|
|
6,974
|
|
|
2,439
|
|
|
97,344
|
|
|||||
Collectively evaluated for impairment
|
|
989,489
|
|
|
586,320
|
|
|
280,015
|
|
|
226,663
|
|
|
2,082,487
|
|
|||||
Total
|
|
$
|
1,047,035
|
|
|
$
|
621,370
|
|
|
$
|
289,606
|
|
|
$
|
229,129
|
|
|
$
|
2,187,140
|
|
|
|
June 30, 2018
|
||||||||||
(In thousands)
|
|
Recorded Investment (1)
|
|
Unpaid Principal
Balance (2) |
|
Related Allowance
|
||||||
With no related allowance:
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate - single and multifamily
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other commercial real estate loans
|
|
26,609
|
|
|
32,123
|
|
|
—
|
|
|||
Commercial and industrial loans
|
|
908
|
|
|
2,180
|
|
|
—
|
|
|||
Residential mortgages - 1-4 family
|
|
904
|
|
|
1,541
|
|
|
—
|
|
|||
Consumer - home equity
|
|
1,776
|
|
|
2,410
|
|
|
—
|
|
|||
Consumer - other
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate - single and multifamily
|
|
$
|
306
|
|
|
$
|
323
|
|
|
$
|
1
|
|
Other commercial real estate loans
|
|
1,430
|
|
|
1,423
|
|
|
14
|
|
|||
Commercial and industrial loans
|
|
1,453
|
|
|
1,434
|
|
|
70
|
|
|||
Residential mortgages - 1-4 family
|
|
1,395
|
|
|
1,440
|
|
|
109
|
|
|||
Consumer - home equity
|
|
43
|
|
|
52
|
|
|
—
|
|
|||
Consumer - other
|
|
15
|
|
|
15
|
|
|
1
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate
|
|
$
|
28,345
|
|
|
$
|
33,869
|
|
|
$
|
15
|
|
Commercial and industrial loans
|
|
2,361
|
|
|
3,614
|
|
|
70
|
|
|||
Residential mortgages
|
|
2,299
|
|
|
2,981
|
|
|
109
|
|
|||
Consumer
|
|
1,834
|
|
|
2,477
|
|
|
1
|
|
|||
Total impaired loans
|
|
$
|
34,839
|
|
|
$
|
42,941
|
|
|
$
|
195
|
|
|
|
December 31, 2017
|
||||||||||
(In thousands)
|
|
Recorded Investment (1)
|
|
Unpaid Principal
Balance (2) |
|
Related Allowance
|
||||||
With no related allowance:
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate - single and multifamily
|
|
$
|
1,077
|
|
|
$
|
3,607
|
|
|
$
|
—
|
|
Other commercial real estate loans
|
|
18,285
|
|
|
18,611
|
|
|
—
|
|
|||
Commercial and industrial loans
|
|
2,060
|
|
|
2,629
|
|
|
—
|
|
|||
Residential mortgages - 1-4 family
|
|
660
|
|
|
1,075
|
|
|
—
|
|
|||
Consumer - home equity
|
|
867
|
|
|
1,504
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate - construction
|
|
$
|
159
|
|
|
$
|
159
|
|
|
$
|
1
|
|
Commercial real estate - single and multifamily
|
|
159
|
|
|
171
|
|
|
1
|
|
|||
Other commercial real estate loans
|
|
14,321
|
|
|
15,235
|
|
|
227
|
|
|||
Commercial and industrial loans
|
|
3,716
|
|
|
4,249
|
|
|
66
|
|
|||
Residential mortgages - 1-4 family
|
|
1,344
|
|
|
1,446
|
|
|
130
|
|
|||
Consumer - home equity
|
|
1,014
|
|
|
999
|
|
|
34
|
|
|||
Consumer - other
|
|
17
|
|
|
17
|
|
|
1
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate
|
|
$
|
34,001
|
|
|
$
|
37,783
|
|
|
$
|
229
|
|
Commercial and industrial loans
|
|
5,776
|
|
|
6,878
|
|
|
66
|
|
|||
Residential mortgages
|
|
2,004
|
|
|
2,521
|
|
|
130
|
|
|||
Consumer
|
|
1,898
|
|
|
2,520
|
|
|
35
|
|
|||
Total impaired loans
|
|
$
|
43,679
|
|
|
$
|
49,702
|
|
|
$
|
460
|
|
|
|
June 30, 2018
|
||||||||||
(In thousands)
|
|
Recorded Investment (1)
|
|
Unpaid Principal
Balance (2) |
|
Related Allowance
|
||||||
With no related allowance:
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate - single and multifamily
|
|
$
|
167
|
|
|
$
|
261
|
|
|
$
|
—
|
|
Other commercial real estate loans
|
|
2,501
|
|
|
5,556
|
|
|
—
|
|
|||
Commercial and industrial loans
|
|
521
|
|
|
597
|
|
|
—
|
|
|||
Residential mortgages - 1-4 family
|
|
696
|
|
|
707
|
|
|
—
|
|
|||
Consumer - home equity
|
|
501
|
|
|
959
|
|
|
—
|
|
|||
Consumer - other
|
|
13
|
|
|
15
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate - single and multifamily
|
|
$
|
759
|
|
|
$
|
756
|
|
|
$
|
10
|
|
Other commercial real estate loans
|
|
2,201
|
|
|
2,211
|
|
|
22
|
|
|||
Commercial and industrial loans
|
|
348
|
|
|
347
|
|
|
9
|
|
|||
Residential mortgages - 1-4 family
|
|
76
|
|
|
76
|
|
|
6
|
|
|||
Consumer - home equity
|
|
301
|
|
|
360
|
|
|
11
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
|
|
x
|
|
|||
Commercial real estate
|
|
$
|
5,628
|
|
|
$
|
8,784
|
|
|
$
|
32
|
|
Commercial and industrial loans
|
|
869
|
|
|
944
|
|
|
9
|
|
|||
Residential mortgages
|
|
772
|
|
|
783
|
|
|
6
|
|
|||
Consumer
|
|
815
|
|
|
1,334
|
|
|
11
|
|
|||
Total impaired loans
|
|
$
|
8,084
|
|
|
$
|
11,845
|
|
|
$
|
58
|
|
|
|
December 31, 2017
|
||||||||||
(In thousands)
|
|
Recorded Investment (1)
|
|
Unpaid Principal
Balance (2) |
|
Related Allowance
|
||||||
With no related allowance:
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate - single and multifamily
|
|
$
|
204
|
|
|
$
|
290
|
|
|
$
|
—
|
|
Other commercial real estate loans
|
|
1,123
|
|
|
2,794
|
|
|
—
|
|
|||
Other commercial and industrial loans
|
|
255
|
|
|
310
|
|
|
—
|
|
|||
Residential mortgages - 1-4 family
|
|
658
|
|
|
671
|
|
|
—
|
|
|||
Consumer - home equity
|
|
1,374
|
|
|
1,654
|
|
|
—
|
|
|||
Consumer - other
|
|
27
|
|
|
27
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate - single and multifamily
|
|
$
|
887
|
|
|
$
|
880
|
|
|
$
|
18
|
|
Other commercial real estate loans
|
|
2,043
|
|
|
1,661
|
|
|
38
|
|
|||
Commercial and industrial loans
|
|
165
|
|
|
166
|
|
|
1
|
|
|||
Residential mortgages - 1-4 family
|
|
166
|
|
|
185
|
|
|
9
|
|
|||
Consumer - home equity
|
|
433
|
|
|
540
|
|
|
45
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
|
|
|
|
|||
Commercial real estate
|
|
$
|
4,257
|
|
|
$
|
5,625
|
|
|
$
|
56
|
|
Commercial and industrial loans
|
|
420
|
|
|
476
|
|
|
1
|
|
|||
Residential mortgages
|
|
824
|
|
|
856
|
|
|
9
|
|
|||
Consumer
|
|
1,834
|
|
|
2,221
|
|
|
45
|
|
|||
Total impaired loans
|
|
$
|
7,335
|
|
|
$
|
9,178
|
|
|
$
|
111
|
|
|
|
Six Months Ended
June 30, 2018 |
|
Six Months Ended
June 30, 2017 |
||||||||||||
(In thousands)
|
|
Average
Recorded Investment |
|
Cash Basis
Interest Income Recognized |
|
Average
Recorded Investment |
|
Cash Basis
Interest Income Recognized |
||||||||
With no related allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial real estate - single and multifamily
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99
|
|
|
$
|
—
|
|
Other commercial real estate loans
|
|
29,092
|
|
|
326
|
|
|
22,362
|
|
|
473
|
|
||||
Commercial and industrial loans
|
|
4,467
|
|
|
201
|
|
|
1,251
|
|
|
16
|
|
||||
Residential mortgages - 1-4 family
|
|
942
|
|
|
26
|
|
|
1,870
|
|
|
11
|
|
||||
Consumer - home equity
|
|
1,754
|
|
|
4
|
|
|
90
|
|
|
—
|
|
||||
Consumer - other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial real estate - single and multifamily
|
|
$
|
310
|
|
|
$
|
8
|
|
|
$
|
171
|
|
|
$
|
8
|
|
Other commercial real estate loans
|
|
1,476
|
|
|
39
|
|
|
10,056
|
|
|
119
|
|
||||
Commercial and industrial loans
|
|
1,279
|
|
|
83
|
|
|
6,902
|
|
|
131
|
|
||||
Residential mortgages - 1-4 family
|
|
1,409
|
|
|
32
|
|
|
636
|
|
|
7
|
|
||||
Consumer - home equity
|
|
45
|
|
|
1
|
|
|
2,371
|
|
|
17
|
|
||||
Consumer - other
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial real estate
|
|
$
|
30,878
|
|
|
$
|
373
|
|
|
$
|
32,688
|
|
|
$
|
600
|
|
Commercial and industrial loans
|
|
5,746
|
|
|
284
|
|
|
8,153
|
|
|
147
|
|
||||
Residential mortgages
|
|
2,351
|
|
|
58
|
|
|
2,506
|
|
|
18
|
|
||||
Consumer loans
|
|
1,815
|
|
|
5
|
|
|
2,461
|
|
|
17
|
|
||||
Total impaired loans
|
|
$
|
40,790
|
|
|
$
|
720
|
|
|
$
|
45,808
|
|
|
$
|
782
|
|
|
|
Six Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2017
|
||||||||||||
(In thousands)
|
|
Average
Recorded Investment |
|
Cash Basis
Interest Income Recognized |
|
Average
Recorded Investment |
|
Cash Basis
Interest Income Recognized |
||||||||
With no related allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial real estate - single and multifamily
|
|
$
|
182
|
|
|
$
|
9
|
|
|
$
|
396
|
|
|
$
|
43
|
|
Other commercial real estate loans
|
|
2,124
|
|
|
102
|
|
|
269
|
|
|
49
|
|
||||
Commercial and industrial loans
|
|
349
|
|
|
27
|
|
|
298
|
|
|
1
|
|
||||
Residential mortgages - 1-4 family
|
|
1,505
|
|
|
6
|
|
|
393
|
|
|
6
|
|
||||
Consumer - home equity
|
|
760
|
|
|
—
|
|
|
771
|
|
|
—
|
|
||||
Consumer - other
|
|
17
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial real estate - single and multifamily
|
|
$
|
765
|
|
|
$
|
20
|
|
|
$
|
905
|
|
|
$
|
12
|
|
Other commercial real estate loans
|
|
2,255
|
|
|
69
|
|
|
1,482
|
|
|
19
|
|
||||
Commercial and industrial loans
|
|
287
|
|
|
17
|
|
|
328
|
|
|
8
|
|
||||
Residential mortgages - 1-4 family
|
|
77
|
|
|
2
|
|
|
94
|
|
|
1
|
|
||||
Consumer - home equity
|
|
320
|
|
|
5
|
|
|
390
|
|
|
5
|
|
||||
Consumer - other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other commercial real estate loans
|
|
$
|
5,326
|
|
|
$
|
200
|
|
|
$
|
3,052
|
|
|
$
|
123
|
|
Commercial and industrial loans
|
|
636
|
|
|
44
|
|
|
626
|
|
|
9
|
|
||||
Residential mortgages
|
|
1,582
|
|
|
8
|
|
|
487
|
|
|
7
|
|
||||
Consumer loans
|
|
1,097
|
|
|
6
|
|
|
1,161
|
|
|
5
|
|
||||
Total impaired loans
|
|
$
|
8,641
|
|
|
$
|
258
|
|
|
$
|
5,326
|
|
|
$
|
144
|
|
|
|
Three Months Ended June 30, 2018
|
|||||||||
(Dollars in thousands)
|
|
Number of
Modifications |
|
Pre-Modification
Outstanding Recorded Investment |
|
Post-Modification
Outstanding Recorded Investment |
|||||
Troubled Debt Restructurings
|
|
|
|
|
|
|
|
|
|
||
Commercial and industrial
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Residential - 1-4 Family
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Six Months Ended June 30, 2018
|
|||||||||
(Dollars in thousands)
|
|
Number of
Modifications |
|
Pre-Modification
Outstanding Recorded Investment |
|
Post-Modification
Outstanding Recorded Investment |
|||||
Troubled Debt Restructurings
|
|
|
|
|
|
|
|
|
|
||
Commercial and industrial
|
|
4
|
|
|
$
|
1,995
|
|
|
$
|
1,924
|
|
Residential - 1-4 Family
|
|
1
|
|
|
118
|
|
|
118
|
|
||
Total
|
|
5
|
|
|
$
|
2,113
|
|
|
$
|
2,042
|
|
|
|
Three Months Ended June 30, 2017
|
|||||||||
(Dollars in thousands)
|
|
Number of
Modifications |
|
Pre-Modification
Outstanding Recorded Investment |
|
Post-Modification
Outstanding Recorded Investment |
|||||
Troubled Debt Restructurings
|
|
|
|
|
|
|
|
|
|
||
Commercial - Other
|
|
9
|
|
|
$
|
10,613
|
|
|
$
|
9,385
|
|
Commercial and industrial - Other
|
|
4
|
|
|
1,793
|
|
|
1,793
|
|
||
Residential - 1-4 Family
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Consumer Home Equity
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
13
|
|
|
$
|
12,406
|
|
|
$
|
11,178
|
|
|
|
Six Months Ended June 30, 2017
|
|||||||||
(Dollars in thousands)
|
|
Number of
Modifications |
|
Pre-Modification
Outstanding Recorded Investment |
|
Post-Modification
Outstanding Recorded Investment |
|||||
Troubled Debt Restructurings
|
|
|
|
|
|
|
|
|
|
||
Commercial - Other
|
|
15
|
|
|
$
|
13,445
|
|
|
$
|
11,718
|
|
Commercial and industrial - Other
|
|
5
|
|
|
1,817
|
|
|
1,817
|
|
||
Residential - 1-4 Family
|
|
2
|
|
|
205
|
|
|
188
|
|
||
Consumer Home Equity
|
|
1
|
|
|
53
|
|
|
53
|
|
||
Total
|
|
23
|
|
|
$
|
15,520
|
|
|
$
|
13,776
|
|
|
Modifications that Subsequently Defaulted
|
|||||
|
Three Months Ended June 30, 2018
|
|||||
(Dollars in thousands)
|
Number of Contracts
|
|
Recorded Investment
|
|||
Troubled Debt Restructurings
|
|
|
|
|
|
|
Commercial - Other
|
1
|
|
|
$
|
5,992
|
|
Commercial and industrial - Other
|
1
|
|
|
$
|
1,065
|
|
|
Modifications that Subsequently Defaulted
|
|||||
|
Six Months Ended June 30, 2018
|
|||||
(Dollars in thousands)
|
Number of Contracts
|
|
Recorded Investment
|
|||
Troubled Debt Restructurings
|
|
|
|
|
|
|
Commercial - Other
|
1
|
|
|
$
|
5,992
|
|
Commercial and industrial - Other
|
1
|
|
|
$
|
1,065
|
|
|
Modifications that Subsequently Defaulted
|
|||||
|
Three Months Ended June 30, 2017
|
|||||
(Dollars in thousands)
|
Number of Contracts
|
|
Recorded Investment
|
|||
Troubled Debt Restructurings
|
|
|
|
|
|
|
Commercial - Other
|
—
|
|
|
$
|
—
|
|
Commercial and industrial - Other
|
—
|
|
|
$
|
—
|
|
|
Modifications that Subsequently Defaulted
|
|||||
|
Six Months Ended June 30, 2017
|
|||||
(Dollars in thousands)
|
Number of Contracts
|
|
Recorded Investment
|
|||
Troubled Debt Restructurings
|
|
|
|
|
|
|
Commercial - Other
|
1
|
|
|
$
|
113
|
|
Commercial and industrial - Other
|
1
|
|
|
$
|
101
|
|
|
|
Three Months Ended June 30,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of the period
|
|
$
|
43,105
|
|
|
$
|
34,699
|
|
Principal payments
|
|
(2,511
|
)
|
|
(266
|
)
|
||
TDR status change (1)
|
|
—
|
|
|
—
|
|
||
Other reductions/increases (2)
|
|
(7,088
|
)
|
|
(1,055
|
)
|
||
Newly identified TDRs
|
|
—
|
|
|
11,178
|
|
||
Balance at end of the period
|
|
$
|
33,506
|
|
|
$
|
44,556
|
|
|
|
Six Months Ended June 30,
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of the period
|
|
$
|
41,990
|
|
|
$
|
33,829
|
|
Principal payments
|
|
(3,150
|
)
|
|
(1,154
|
)
|
||
TDR status change (1)
|
|
—
|
|
|
—
|
|
||
Other reductions/increases (2)
|
|
(7,376
|
)
|
|
(1,895
|
)
|
||
Newly identified TDRs
|
|
2,042
|
|
|
13,776
|
|
||
Balance at end of the period
|
|
$
|
33,506
|
|
|
$
|
44,556
|
|
|
|
At or for the three months ended June 30, 2018
|
||||||||||||||||||
Business Activities Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
||||||||||
Balance at beginning of period
|
|
$
|
17,841
|
|
|
$
|
13,229
|
|
|
$
|
8,598
|
|
|
$
|
7,609
|
|
|
$
|
47,277
|
|
Charged-off loans
|
|
1,392
|
|
|
1,706
|
|
|
27
|
|
|
837
|
|
|
3,962
|
|
|||||
Recoveries on charged-off loans
|
|
26
|
|
|
447
|
|
|
6
|
|
|
135
|
|
|
614
|
|
|||||
Provision/(releases) for loan losses
|
|
2,676
|
|
|
2,685
|
|
|
853
|
|
|
171
|
|
|
6,385
|
|
|||||
Balance at end of period
|
|
$
|
19,151
|
|
|
$
|
14,655
|
|
|
$
|
9,430
|
|
|
$
|
7,078
|
|
|
$
|
50,314
|
|
|
|
At or for the six months ended June 30, 2018
|
||||||||||||||||||
Business Activities Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
||||||||||
Balance at beginning of period
|
|
$
|
16,843
|
|
|
$
|
13,850
|
|
|
$
|
9,420
|
|
|
$
|
5,807
|
|
|
$
|
45,920
|
|
Charged-off loans
|
|
1,498
|
|
|
2,596
|
|
|
27
|
|
|
1,777
|
|
|
5,898
|
|
|||||
Recoveries on charged-off loans
|
|
49
|
|
|
491
|
|
|
6
|
|
|
209
|
|
|
755
|
|
|||||
Provision/(releases) for loan losses
|
|
3,757
|
|
|
2,910
|
|
|
31
|
|
|
2,839
|
|
|
9,537
|
|
|||||
Balance at end of period
|
|
$
|
19,151
|
|
|
$
|
14,655
|
|
|
$
|
9,430
|
|
|
$
|
7,078
|
|
|
$
|
50,314
|
|
|
|
At or for the three months ended June 30, 2017
|
||||||||||||||||||
Business Activities Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
||||||||||
Balance at beginning of period
|
|
$
|
16,280
|
|
|
$
|
11,850
|
|
|
$
|
7,863
|
|
|
$
|
5,470
|
|
|
$
|
41,463
|
|
Charged-off loans
|
|
1,393
|
|
|
581
|
|
|
278
|
|
|
631
|
|
|
2,883
|
|
|||||
Recoveries on charged-off loans
|
|
—
|
|
|
55
|
|
|
14
|
|
|
87
|
|
|
156
|
|
|||||
Provision/(releases) for loan losses
|
|
1,046
|
|
|
1,306
|
|
|
512
|
|
|
1,295
|
|
|
4,159
|
|
|||||
Balance at end of period
|
|
$
|
15,933
|
|
|
$
|
12,630
|
|
|
$
|
8,111
|
|
|
$
|
6,221
|
|
|
$
|
42,895
|
|
|
|
At or for the six months ended June 30, 2017
|
||||||||||||||||||
Business Activities Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
||||||||||
Balance at beginning of period
|
|
$
|
16,498
|
|
|
$
|
9,447
|
|
|
$
|
7,805
|
|
|
$
|
5,479
|
|
|
$
|
39,229
|
|
Charged-off loans
|
|
1,516
|
|
|
1,851
|
|
|
513
|
|
|
1,317
|
|
|
5,197
|
|
|||||
Recoveries on charged-off loans
|
|
57
|
|
|
71
|
|
|
29
|
|
|
172
|
|
|
329
|
|
|||||
Provision/(releases) for loan losses
|
|
894
|
|
|
4,963
|
|
|
790
|
|
|
1,887
|
|
|
8,534
|
|
|||||
Balance at end of period
|
|
$
|
15,933
|
|
|
$
|
12,630
|
|
|
$
|
8,111
|
|
|
$
|
6,221
|
|
|
$
|
42,895
|
|
|
|
At or for the three months ended June 30, 2018
|
||||||||||||||||||
Acquired Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
||||||||||
Balance at beginning of period
|
|
$
|
3,995
|
|
|
$
|
1,243
|
|
|
$
|
1,046
|
|
|
$
|
298
|
|
|
$
|
6,582
|
|
Charged-off loans
|
|
972
|
|
|
—
|
|
|
622
|
|
|
164
|
|
|
1,758
|
|
|||||
Recoveries on charged-off loans
|
|
259
|
|
|
66
|
|
|
11
|
|
|
304
|
|
|
640
|
|
|||||
Provision/(releases) for loan losses
|
|
100
|
|
|
(182
|
)
|
|
183
|
|
|
46
|
|
|
147
|
|
|||||
Balance at end of period
|
|
$
|
3,382
|
|
|
$
|
1,127
|
|
|
$
|
618
|
|
|
$
|
484
|
|
|
$
|
5,611
|
|
|
|
At or for the six months ended June 30, 2018
|
||||||||||||||||||
Acquired Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
||||||||||
Balance at beginning of period
|
|
$
|
3,856
|
|
|
$
|
1,125
|
|
|
$
|
598
|
|
|
$
|
335
|
|
|
$
|
5,914
|
|
Charged-off loans
|
|
1,712
|
|
|
155
|
|
|
1,053
|
|
|
693
|
|
|
3,613
|
|
|||||
Recoveries on charged-off loans
|
|
265
|
|
|
95
|
|
|
36
|
|
|
344
|
|
|
740
|
|
|||||
Provision/(releases) for loan losses
|
|
973
|
|
|
62
|
|
|
1,037
|
|
|
498
|
|
|
2,570
|
|
|||||
Balance at end of period
|
|
$
|
3,382
|
|
|
$
|
1,127
|
|
|
$
|
618
|
|
|
$
|
484
|
|
|
$
|
5,611
|
|
|
|
At or for the three months ended June 30, 2017
|
||||||||||||||||||
Acquired Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
||||||||||
Balance at beginning of period
|
|
$
|
2,128
|
|
|
$
|
1,054
|
|
|
$
|
706
|
|
|
$
|
453
|
|
|
$
|
4,341
|
|
Charged-off loans
|
|
94
|
|
|
43
|
|
|
71
|
|
|
340
|
|
|
548
|
|
|||||
Recoveries on charged-off loans
|
|
13
|
|
|
(56
|
)
|
|
(2
|
)
|
|
(14
|
)
|
|
(59
|
)
|
|||||
Provision/(releases) for loan losses
|
|
309
|
|
|
59
|
|
|
57
|
|
|
305
|
|
|
730
|
|
|||||
Balance at end of period
|
|
$
|
2,356
|
|
|
$
|
1,014
|
|
|
$
|
690
|
|
|
$
|
404
|
|
|
$
|
4,464
|
|
|
|
At or for the six months ended June 30, 2017
|
||||||||||||||||||
Acquired Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
||||||||||
Balance at beginning of period
|
|
$
|
2,303
|
|
|
$
|
1,164
|
|
|
$
|
766
|
|
|
$
|
536
|
|
|
$
|
4,769
|
|
Charged-off loans
|
|
670
|
|
|
481
|
|
|
215
|
|
|
491
|
|
|
1,857
|
|
|||||
Recoveries on charged-off loans
|
|
22
|
|
|
1
|
|
|
38
|
|
|
41
|
|
|
102
|
|
|||||
Provision/(releases) for loan losses
|
|
701
|
|
|
330
|
|
|
101
|
|
|
318
|
|
|
1,450
|
|
|||||
Balance at end of period
|
|
$
|
2,356
|
|
|
$
|
1,014
|
|
|
$
|
690
|
|
|
$
|
404
|
|
|
$
|
4,464
|
|
|
|
At June 30, 2018
|
||||||||||||||||||
Business Activities Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
||||||||||
Individually evaluated for impairment
|
|
15
|
|
|
70
|
|
|
109
|
|
|
1
|
|
|
195
|
|
|||||
Collectively evaluated for impairment
|
|
19,136
|
|
|
14,585
|
|
|
9,321
|
|
|
7,077
|
|
|
50,119
|
|
|||||
Total
|
|
$
|
19,151
|
|
|
$
|
14,655
|
|
|
$
|
9,430
|
|
|
$
|
7,078
|
|
|
$
|
50,314
|
|
|
|
At December 31, 2017
|
|||||||||||||
Business Activities Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
|||||
Individually evaluated for impairment
|
|
229
|
|
|
66
|
|
|
130
|
|
|
35
|
|
|
460
|
|
Collectively evaluated for impairment
|
|
16,614
|
|
|
13,784
|
|
|
9,290
|
|
|
5,772
|
|
|
45,460
|
|
Total
|
|
16,843
|
|
|
13,850
|
|
|
9,420
|
|
|
5,807
|
|
|
45,920
|
|
|
|
At June 30, 2018
|
||||||||||||||||||
Acquired Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
||||||||||
Individually evaluated for impairment
|
|
32
|
|
|
9
|
|
|
6
|
|
|
11
|
|
|
58
|
|
|||||
Purchased credit-impaired loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Collectively evaluated for impairment
|
|
3,350
|
|
|
1,118
|
|
|
612
|
|
|
473
|
|
|
5,553
|
|
|||||
Total
|
|
$
|
3,382
|
|
|
$
|
1,127
|
|
|
$
|
618
|
|
|
$
|
484
|
|
|
$
|
5,611
|
|
|
|
At December 31, 2017
|
|||||||||||||
Acquired Loans
(In thousands)
|
|
Commercial
real estate
|
|
Commercial and
industrial loans
|
|
Residential
mortgages
|
|
Consumer
|
|
Total
|
|||||
Individually evaluated for impairment
|
|
56
|
|
|
1
|
|
|
9
|
|
|
45
|
|
|
111
|
|
Collectively evaluated for impairment
|
|
3,800
|
|
|
1,124
|
|
|
589
|
|
|
290
|
|
|
5,803
|
|
Total
|
|
3,856
|
|
|
1,125
|
|
|
598
|
|
|
335
|
|
|
5,914
|
|
|
|
Construction
|
|
Single and multi-family
|
|
Real Estate
|
|
Total commercial real estate
|
||||||||||||||||||||||||
(In thousands)
|
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pass
|
|
$
|
345,896
|
|
|
$
|
269,206
|
|
|
$
|
375,907
|
|
|
$
|
214,289
|
|
|
$
|
1,566,673
|
|
|
$
|
1,687,256
|
|
|
$
|
2,288,476
|
|
|
$
|
2,170,751
|
|
Special mention
|
|
—
|
|
|
—
|
|
|
459
|
|
|
504
|
|
|
33,235
|
|
|
12,999
|
|
|
33,694
|
|
|
13,503
|
|
||||||||
Substandard
|
|
—
|
|
|
—
|
|
|
2,068
|
|
|
2,290
|
|
|
44,758
|
|
|
31,163
|
|
|
46,826
|
|
|
33,453
|
|
||||||||
Total
|
|
$
|
345,896
|
|
|
$
|
269,206
|
|
|
$
|
378,434
|
|
|
$
|
217,083
|
|
|
$
|
1,644,666
|
|
|
$
|
1,731,418
|
|
|
$
|
2,368,996
|
|
|
$
|
2,217,707
|
|
|
|
|
Total comm. and industrial loans
|
||||||
(In thousands)
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Grade:
|
|
|
|
|
|
|
|
||
Pass
|
|
|
$
|
1,325,226
|
|
|
$
|
1,156,240
|
|
Special mention
|
|
|
14,697
|
|
|
12,806
|
|
||
Substandard
|
|
|
15,941
|
|
|
11,123
|
|
||
Doubtful
|
|
|
—
|
|
|
2,400
|
|
||
Total
|
|
|
$
|
1,355,864
|
|
|
$
|
1,182,569
|
|
|
|
1-4 family
|
|
Construction
|
|
Total residential mortgages
|
||||||||||||||||||
(In thousands)
|
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pass
|
|
$
|
2,126,733
|
|
|
$
|
1,805,596
|
|
|
$
|
7,289
|
|
|
$
|
5,177
|
|
|
$
|
2,134,022
|
|
|
$
|
1,810,773
|
|
Special mention
|
|
445
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|
445
|
|
|
242
|
|
||||||
Substandard
|
|
2,798
|
|
|
2,186
|
|
|
—
|
|
|
—
|
|
|
2,798
|
|
|
2,186
|
|
||||||
Total
|
|
$
|
2,129,976
|
|
|
$
|
1,808,024
|
|
|
$
|
7,289
|
|
|
$
|
5,177
|
|
|
$
|
2,137,265
|
|
|
$
|
1,813,201
|
|
|
|
Home equity
|
|
Auto and other
|
|
Total consumer loans
|
||||||||||||||||||
(In thousands)
|
|
June 31, 2018
|
|
December 31, 2017
|
|
June 31, 2018
|
|
December 31, 2017
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
Performing
|
|
$
|
290,988
|
|
|
$
|
293,327
|
|
|
$
|
633,185
|
|
|
$
|
602,313
|
|
|
$
|
924,173
|
|
|
$
|
895,640
|
|
Nonperforming
|
|
2,462
|
|
|
1,627
|
|
|
1,619
|
|
|
1,454
|
|
|
4,081
|
|
|
3,081
|
|
||||||
Total
|
|
$
|
293,450
|
|
|
$
|
294,954
|
|
|
$
|
634,804
|
|
|
$
|
603,767
|
|
|
$
|
928,254
|
|
|
$
|
898,721
|
|
|
|
Construction
|
|
Single and multi-family
|
|
Real Estate
|
|
Total commercial real estate
|
||||||||||||||||||||||||
(In thousands)
|
|
June 30,2018
|
|
December 31, 2017
|
|
June 30,2018
|
|
December 31, 2017
|
|
June 30,2018
|
|
December 31, 2017
|
|
June 30,2018
|
|
December 31, 2017
|
||||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pass
|
|
$
|
50,934
|
|
|
$
|
76,611
|
|
|
$
|
191,132
|
|
|
$
|
203,624
|
|
|
$
|
641,490
|
|
|
$
|
684,846
|
|
|
$
|
883,556
|
|
|
$
|
965,081
|
|
Special mention
|
|
—
|
|
|
—
|
|
|
—
|
|
|
603
|
|
|
9,734
|
|
|
22,070
|
|
|
9,734
|
|
|
22,673
|
|
||||||||
Substandard
|
|
8,334
|
|
|
8,354
|
|
|
4,733
|
|
|
1,855
|
|
|
43,970
|
|
|
49,072
|
|
|
57,037
|
|
|
59,281
|
|
||||||||
Total
|
|
$
|
59,268
|
|
|
$
|
84,965
|
|
|
$
|
195,865
|
|
|
$
|
206,082
|
|
|
$
|
695,194
|
|
|
$
|
755,988
|
|
|
$
|
950,327
|
|
|
$
|
1,047,035
|
|
|
|
|
Total comm. and industrial loans
|
||||||
(In thousands)
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Grade:
|
|
|
|
|
|
|
|
||
Pass
|
|
|
$
|
500,636
|
|
|
$
|
606,922
|
|
Special mention
|
|
|
1,128
|
|
|
1,241
|
|
||
Substandard
|
|
|
17,490
|
|
|
13,207
|
|
||
Total
|
|
|
$
|
519,254
|
|
|
$
|
621,370
|
|
|
|
1-4 family
|
|
Construction
|
|
Total residential mortgages
|
||||||||||||||||||
(In thousands)
|
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pass
|
|
$
|
255,272
|
|
|
$
|
281,160
|
|
|
$
|
193
|
|
|
$
|
233
|
|
|
$
|
255,465
|
|
|
$
|
281,393
|
|
Special mention
|
|
268
|
|
|
2,704
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|
2,704
|
|
||||||
Substandard
|
|
4,194
|
|
|
5,509
|
|
|
—
|
|
|
—
|
|
|
4,194
|
|
|
5,509
|
|
||||||
Total
|
|
$
|
259,734
|
|
|
$
|
289,373
|
|
|
$
|
193
|
|
|
$
|
233
|
|
|
$
|
259,927
|
|
|
$
|
289,606
|
|
|
|
Home equity
|
|
Auto and other
|
|
Total consumer loans
|
||||||||||||||||||
(In thousands)
|
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2018
|
|
December 31, 2017
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||
Performing
|
|
$
|
98,464
|
|
|
$
|
113,262
|
|
|
$
|
90,230
|
|
|
$
|
113,510
|
|
|
$
|
188,694
|
|
|
$
|
226,772
|
|
Nonperforming
|
|
916
|
|
|
1,965
|
|
|
469
|
|
|
392
|
|
|
1,385
|
|
|
2,357
|
|
||||||
Total
|
|
$
|
99,380
|
|
|
$
|
115,227
|
|
|
$
|
90,699
|
|
|
$
|
113,902
|
|
|
$
|
190,079
|
|
|
$
|
229,129
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(In thousands)
|
|
Business
Activities Loans |
|
Acquired Loans
|
|
Total
|
|
Business
Activities Loans |
|
Acquired Loans
|
|
Total
|
||||||||||||
Non-Accrual
|
|
$
|
14,196
|
|
|
$
|
8,833
|
|
|
$
|
23,029
|
|
|
$
|
15,659
|
|
|
$
|
7,240
|
|
|
$
|
22,899
|
|
Substandard Accruing
|
|
55,498
|
|
|
71,527
|
|
|
127,025
|
|
|
36,846
|
|
|
73,412
|
|
|
110,258
|
|
||||||
Total Classified
|
|
69,694
|
|
|
80,360
|
|
|
150,054
|
|
|
52,505
|
|
|
80,652
|
|
|
133,157
|
|
||||||
Special Mention
|
|
49,314
|
|
|
11,380
|
|
|
60,694
|
|
|
28,387
|
|
|
26,802
|
|
|
55,189
|
|
||||||
Total Criticized
|
|
$
|
119,008
|
|
|
$
|
91,740
|
|
|
$
|
210,748
|
|
|
$
|
80,892
|
|
|
$
|
107,454
|
|
|
$
|
188,346
|
|
(In thousands)
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Time less than $100,000
|
|
$
|
707,398
|
|
|
$
|
733,785
|
|
Time $100,000 through $250,000
|
|
1,906,803
|
|
|
1,717,050
|
|
||
Time more than $250,000
|
|
445,833
|
|
|
439,370
|
|
||
Total time deposits
|
|
$
|
3,060,034
|
|
|
$
|
2,890,205
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||
|
|
|
|
Weighted
|
|
|
|
Weighted
|
||||||
|
|
|
|
Average
|
|
|
|
Average
|
||||||
(Dollars in thousands)
|
|
Principal
|
|
Rate
|
|
Principal
|
|
Rate
|
||||||
Short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Advances from the FHLB
|
|
$
|
1,002,000
|
|
|
2.11
|
%
|
|
$
|
667,300
|
|
|
1.48
|
%
|
Total short-term borrowings:
|
|
1,002,000
|
|
|
2.11
|
|
|
667,300
|
|
|
1.48
|
|
||
Long-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Advances from the FHLB and other borrowings
|
|
272,342
|
|
|
1.69
|
|
|
380,436
|
|
|
1.54
|
|
||
Subordinated borrowings
|
|
73,965
|
|
|
7.00
|
|
|
73,875
|
|
|
7.00
|
|
||
Junior subordinated borrowings
|
|
15,464
|
|
|
4.18
|
|
|
15,464
|
|
|
3.30
|
|
||
Total long-term borrowings:
|
|
361,771
|
|
|
2.88
|
|
|
469,775
|
|
|
2.46
|
|
||
Total
|
|
$
|
1,363,771
|
|
|
2.32
|
%
|
|
$
|
1,137,075
|
|
|
1.88
|
%
|
|
|
June 30, 2018
|
|||||
|
|
|
|
Weighted Average
|
|||
(In thousands, except rates)
|
|
Principal
|
|
Rate
|
|||
Fixed rate advances maturing:
|
|
|
|
|
|
|
|
2018
|
|
$
|
1,063,993
|
|
|
2.07
|
%
|
2019
|
|
150,079
|
|
|
1.64
|
|
|
2020
|
|
53,371
|
|
|
2.04
|
|
|
2021
|
|
213
|
|
|
2.71
|
|
|
2022 and beyond
|
|
6,686
|
|
|
2.64
|
|
|
Total FHLB advances
|
|
$
|
1,274,342
|
|
|
2.02
|
%
|
|
|
June 30,
2018 |
|
Regulatory
Minimum to be Well Capitalized |
|
December 31,
2017 |
|
Regulatory
Minimum to be Well Capitalized |
||||
Company (consolidated)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital to risk weighted assets
|
|
12.8
|
%
|
|
N/A
|
|
|
12.4
|
%
|
|
N/A
|
|
Common equity tier 1 capital to risk weighted assets
|
|
11.3
|
|
|
N/A
|
|
|
11.0
|
|
|
N/A
|
|
Tier 1 capital to risk weighted assets
|
|
11.5
|
|
|
N/A
|
|
|
11.2
|
|
|
N/A
|
|
Tier 1 capital to average assets
|
|
9.1
|
|
|
N/A
|
|
|
9.0
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
||||
Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital to risk weighted assets
|
|
12.0
|
%
|
|
8.0
|
%
|
|
11.2
|
%
|
|
8.0
|
%
|
Common equity tier 1 capital to risk weighted assets
|
|
11.1
|
|
|
4.5
|
|
|
10.3
|
|
|
4.5
|
|
Tier 1 capital to risk weighted assets
|
|
11.1
|
|
|
6.0
|
|
|
10.3
|
|
|
6.0
|
|
Tier 1 capital to average assets
|
|
8.8
|
|
|
4.0
|
|
|
8.3
|
|
|
4.0
|
|
(In thousands)
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Other accumulated comprehensive income, before tax:
|
|
|
|
|
|
|
||
Net unrealized holding loss on AFS securities
|
|
$
|
(25,347
|
)
|
|
$
|
10,034
|
|
Net unrealized holding loss on pension plans
|
|
(3,048
|
)
|
|
(3,048
|
)
|
||
|
|
|
|
|
||||
Income taxes related to items of accumulated other comprehensive income:
|
|
|
|
|
|
|
||
Net unrealized holding gain on AFS securities
|
|
6,326
|
|
|
(4,026
|
)
|
||
Net unrealized holding loss on pension plans
|
|
803
|
|
|
1,201
|
|
||
Accumulated other comprehensive (loss)/income
|
|
$
|
(21,266
|
)
|
|
$
|
4,161
|
|
(In thousands)
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||
Three Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|||
Net unrealized holding (loss) on AFS securities:
|
|
x
|
|
|
|
|
|
|
||||
Net unrealized (losses) arising during the period
|
|
$
|
(7,839
|
)
|
|
$
|
2,001
|
|
|
$
|
(5,838
|
)
|
Less: reclassification adjustment for gains realized in net income
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Net unrealized holding (loss) on AFS securities
|
|
(7,840
|
)
|
|
2,001
|
|
|
(5,839
|
)
|
|||
Other comprehensive (loss)
|
|
$
|
(7,840
|
)
|
|
$
|
2,001
|
|
|
$
|
(5,839
|
)
|
|
|
|
|
|
|
|
||||||
Three Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|||
Net unrealized holding gain on AFS securities:
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains arising during the period
|
|
$
|
3,926
|
|
|
$
|
(1,455
|
)
|
|
$
|
2,471
|
|
Less: reclassification adjustment for losses realized in net income
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Net unrealized holding gain on AFS securities
|
|
3,927
|
|
|
(1,455
|
)
|
|
2,472
|
|
|||
Other comprehensive income
|
|
$
|
3,927
|
|
|
$
|
(1,455
|
)
|
|
$
|
2,472
|
|
(In thousands)
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|||
Net unrealized holding (loss) on AFS securities:
|
|
x
|
|
|
|
|
|
|
||||
Net unrealized (losses) arising during the period
|
|
$
|
(27,001
|
)
|
|
$
|
6,932
|
|
|
$
|
(20,069
|
)
|
Less: reclassification adjustment for gains realized in net income
|
|
1
|
|
|
—
|
|
|
$
|
1
|
|
||
Net unrealized holding (loss) on AFS securities
|
|
(27,002
|
)
|
|
6,932
|
|
|
$
|
(20,070
|
)
|
||
Other comprehensive (loss)
|
|
$
|
(27,002
|
)
|
|
$
|
6,932
|
|
|
$
|
(20,070
|
)
|
Less: reclassification related to adoption of ASU 2016-01
|
|
8,379
|
|
|
(2,126
|
)
|
|
6,253
|
|
|||
Less: reclassification related to adoption of ASU 2018-02
|
|
—
|
|
|
(896
|
)
|
|
(896
|
)
|
|||
Total change to accumulated other comprehensive (loss)
|
|
(35,381
|
)
|
|
9,954
|
|
|
(25,427
|
)
|
|||
|
|
|
|
|
|
|
||||||
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|||
Net unrealized holding gain on AFS securities:
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains arising during the period
|
|
$
|
7,064
|
|
|
$
|
(2,627
|
)
|
|
$
|
4,437
|
|
Less: reclassification adjustment for gains realized in net income
|
|
12,569
|
|
|
(4,713
|
)
|
|
7,856
|
|
|||
Net unrealized holding (loss) on AFS securities
|
|
(5,505
|
)
|
|
2,086
|
|
|
(3,419
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net unrealized loss on cash flow hedging derivatives:
|
|
|
|
|
|
|
|
|
||||
Net unrealized (loss) arising during the period
|
|
(449
|
)
|
|
180
|
|
|
(269
|
)
|
|||
Less: reclassification adjustment for (losses) realized in net income
|
|
(7,022
|
)
|
|
2,769
|
|
|
(4,253
|
)
|
|||
Net unrealized gain on cash flow hedging derivatives
|
|
6,573
|
|
|
(2,589
|
)
|
|
3,984
|
|
|||
Other comprehensive income
|
|
$
|
1,068
|
|
|
$
|
(503
|
)
|
|
$
|
565
|
|
(In thousands)
|
|
Net unrealized
holding gain
on AFS Securities
|
|
Net loss on
effective cash
flow hedging derivatives
|
|
Net unrealized
holding loss
on pension plans
|
|
Total
|
||||||||
Three Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at Beginning of Period
|
|
$
|
(13,182
|
)
|
|
$
|
—
|
|
|
$
|
(2,245
|
)
|
|
$
|
(15,427
|
)
|
Other comprehensive loss before reclassifications
|
|
(5,838
|
)
|
|
—
|
|
|
—
|
|
|
(5,838
|
)
|
||||
Less: amounts reclassified from accumulated other comprehensive income (loss)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total other comprehensive (loss)
|
|
(5,839
|
)
|
|
—
|
|
|
—
|
|
|
(5,839
|
)
|
||||
Balance at End of Period
|
|
$
|
(19,021
|
)
|
|
$
|
—
|
|
|
$
|
(2,245
|
)
|
|
$
|
(21,266
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at Beginning of Period
|
|
$
|
9,649
|
|
|
$
|
—
|
|
|
$
|
(1,790
|
)
|
|
$
|
7,859
|
|
Other comprehensive gain before reclassifications
|
|
2,471
|
|
|
—
|
|
|
—
|
|
|
2,471
|
|
||||
Less: amounts reclassified from accumulated other comprehensive income (loss)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Total other comprehensive income
|
|
2,472
|
|
|
—
|
|
|
—
|
|
|
2,472
|
|
||||
Balance at End of Period
|
|
$
|
12,121
|
|
|
$
|
—
|
|
|
$
|
(1,790
|
)
|
|
$
|
10,331
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at Beginning of Period
|
|
$
|
6,008
|
|
|
$
|
—
|
|
|
$
|
(1,847
|
)
|
|
$
|
4,161
|
|
Other comprehensive (loss) before reclassifications
|
|
(20,069
|
)
|
|
—
|
|
|
—
|
|
|
(20,069
|
)
|
||||
Less: amounts reclassified from accumulated other comprehensive income
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total other comprehensive (loss)
|
|
(20,070
|
)
|
|
—
|
|
|
—
|
|
|
(20,070
|
)
|
||||
Less: amounts reclassified from accumulated other comprehensive income (loss) related to adoption of ASU 2016-01 and ASU 2018-02
|
|
$
|
4,959
|
|
|
$
|
—
|
|
|
$
|
398
|
|
|
$
|
5,357
|
|
Balance at End of Period
|
|
$
|
(19,021
|
)
|
|
$
|
—
|
|
|
$
|
(2,245
|
)
|
|
$
|
(21,266
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at Beginning of Period
|
|
$
|
15,540
|
|
|
$
|
(3,984
|
)
|
|
$
|
(1,790
|
)
|
|
$
|
9,766
|
|
Other comprehensive gain (loss) before reclassifications
|
|
4,437
|
|
|
(269
|
)
|
|
—
|
|
|
4,168
|
|
||||
Less: amounts reclassified from accumulated other comprehensive income
|
|
7,856
|
|
|
(4,253
|
)
|
|
—
|
|
|
3,603
|
|
||||
Total other comprehensive (loss) income
|
|
(3,419
|
)
|
|
3,984
|
|
|
—
|
|
|
565
|
|
||||
Balance at End of Period
|
|
$
|
12,121
|
|
|
$
|
—
|
|
|
$
|
(1,790
|
)
|
|
$
|
10,331
|
|
|
|
|
|
|
|
Affected Line Item in the
|
||||
|
|
Three Months Ended June 30,
|
|
Statement where Net Income
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
|
is Presented
|
||||
Realized gains on AFS securities:
|
|
|
|
|
|
|
|
|
||
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
Non-interest income
|
|
|
—
|
|
|
—
|
|
|
Tax expense
|
||
|
|
1
|
|
|
(1
|
)
|
|
Net of tax
|
||
|
|
|
|
|
|
|
||||
Realized (losses) on cash flow hedging derivatives:
|
|
|
|
|
|
|
|
|
||
|
|
—
|
|
|
—
|
|
|
Interest expense
|
||
|
|
—
|
|
|
—
|
|
|
Non-interest expense
|
||
|
|
—
|
|
|
—
|
|
|
Tax benefit
|
||
|
|
—
|
|
|
—
|
|
|
Net of tax
|
||
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
Net of tax
|
|
|
|
|
|
|
Affected Line Item in the
|
||||
|
|
Six Months Ended June 30,
|
|
Statement where Net Income
|
||||||
(In thousands)
|
|
2018
|
|
2017
|
|
is Presented
|
||||
Realized gains on AFS securities:
|
|
|
|
|
|
|
|
|
||
|
|
$
|
1
|
|
|
$
|
12,569
|
|
|
Non-interest income
|
|
|
—
|
|
|
(4,713
|
)
|
|
Tax expense
|
||
|
|
1
|
|
|
7,856
|
|
|
Net of tax
|
||
|
|
|
|
|
|
|
||||
Realized (losses) on cash flow hedging derivatives:
|
|
|
|
|
|
|
|
|
||
|
|
—
|
|
|
(393
|
)
|
|
Interest expense
|
||
|
|
—
|
|
|
(6,629
|
)
|
|
Non-interest expense
|
||
|
|
—
|
|
|
2,769
|
|
|
Tax benefit
|
||
|
|
—
|
|
|
(4,253
|
)
|
|
Net of tax
|
||
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
1
|
|
|
$
|
3,603
|
|
|
Net of tax
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands, except per share data)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
$
|
34,031
|
|
|
$
|
19,694
|
|
|
$
|
59,279
|
|
|
$
|
35,154
|
|
|
|
|
|
|
|
|
|
||||||||
Average number of common shares issued
|
46,212
|
|
|
38,720
|
|
|
46,212
|
|
|
37,731
|
|
||||
Less: average number of treasury shares
|
788
|
|
|
943
|
|
|
828
|
|
|
981
|
|
||||
Less: average number of unvested stock award shares
|
435
|
|
|
453
|
|
|
428
|
|
|
445
|
|
||||
Plus: average participating preferred shares
|
1,043
|
|
|
—
|
|
|
1,043
|
|
|
—
|
|
||||
Average number of basic shares outstanding
|
46,032
|
|
|
37,324
|
|
|
45,999
|
|
|
36,305
|
|
||||
Plus: dilutive effect of unvested stock award shares
|
152
|
|
|
106
|
|
|
176
|
|
|
116
|
|
||||
Plus: dilutive effect of stock options outstanding
|
31
|
|
|
44
|
|
|
31
|
|
|
45
|
|
||||
Average number of diluted shares outstanding
|
46,215
|
|
|
37,474
|
|
|
46,206
|
|
|
36,466
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.74
|
|
|
$
|
0.53
|
|
|
$
|
1.29
|
|
|
$
|
0.97
|
|
Diluted
|
$
|
0.74
|
|
|
$
|
0.53
|
|
|
$
|
1.28
|
|
|
$
|
0.96
|
|
|
|
|
Non-Vested Stock Awards Outstanding
|
|
Stock Options Outstanding
|
||||||||||
(Shares in thousands)
|
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
||||||
December 31, 2017
|
|
|
418
|
|
|
$
|
29.68
|
|
|
76
|
|
|
$
|
13.59
|
|
Granted
|
|
|
181
|
|
|
37.81
|
|
|
—
|
|
|
—
|
|
||
Stock options exercised
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
12.46
|
|
||
Stock awards vested
|
|
|
(150
|
)
|
|
28.65
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
|
|
(15
|
)
|
|
32.93
|
|
|
—
|
|
|
—
|
|
||
Expired
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
22.61
|
|
||
June 30, 2018
|
|
|
434
|
|
|
$
|
33.18
|
|
|
57
|
|
|
$
|
10.61
|
|
Exercisable options at June 30, 2018
|
|
57
|
|
|
$
|
10.61
|
|
|
|
|
Weighted
|
|
Weighted Average Rate
|
|
Estimated
|
||||||||
|
Notional
|
|
Average
|
|
|
|
Contract
|
|
Fair Value
|
||||||
|
Amount
|
|
Maturity
|
|
Received
|
|
pay rate
|
|
Asset (Liability)
|
||||||
|
(In thousands)
|
|
(In years)
|
|
|
|
|
|
(In thousands)
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swaps on FHLB borrowings
|
$
|
—
|
|
|
0
|
|
—
|
%
|
|
—
|
%
|
|
$
|
—
|
|
Total cash flow hedges
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Economic hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swap on tax advantaged economic development bond
|
10,426
|
|
|
11.4
|
|
2.35
|
%
|
|
5.09
|
%
|
|
(1,175
|
)
|
||
Interest rate swaps on loans with commercial loan customers
|
1,094,198
|
|
|
6.3
|
|
3.90
|
%
|
|
4.40
|
%
|
|
16,744
|
|
||
Reverse interest rate swaps on loans with commercial loan customers
|
1,094,198
|
|
|
6.3
|
|
4.40
|
%
|
|
3.90
|
%
|
|
(16,403
|
)
|
||
Risk participation agreements with dealer banks
|
183,986
|
|
|
6.2
|
|
|
|
|
|
|
|
(3
|
)
|
||
Forward sale commitments
|
338,884
|
|
|
0.2
|
|
|
|
|
|
|
|
(658
|
)
|
||
Total economic hedges
|
2,721,692
|
|
|
|
|
|
|
|
|
|
|
(1,495
|
)
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Non-hedging derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Commitments to lend
|
289,750
|
|
|
0.2
|
|
|
|
|
|
|
|
7,285
|
|
||
Total non-hedging derivatives
|
289,750
|
|
|
|
|
|
|
|
|
|
|
7,285
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
$
|
3,011,442
|
|
|
|
|
|
|
|
|
|
|
$
|
5,790
|
|
|
|
|
Weighted
|
|
Weighted Average Rate
|
|
Estimated
|
||||||||
|
Notional
|
|
Average
|
|
|
|
Contract
|
|
Fair Value
|
||||||
|
Amount
|
|
Maturity
|
|
Received
|
|
pay rate
|
|
Asset (Liability)
|
||||||
|
(In thousands)
|
|
(In years)
|
|
|
|
|
|
(In thousands)
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swaps on FHLB borrowings
|
$
|
—
|
|
|
0
|
|
—
|
%
|
|
—
|
%
|
|
$
|
—
|
|
Total cash flow hedges
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Economic hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swap on tax advantaged economic development bond
|
10,755
|
|
|
11.9
|
|
1.73
|
%
|
|
5.09
|
%
|
|
(1,649
|
)
|
||
Interest rate swaps on loans with commercial loan customers
|
943,795
|
|
|
5.9
|
|
3.26
|
%
|
|
4.25
|
%
|
|
(3,195
|
)
|
||
Reverse interest rate swaps on loans with commercial loan customers
|
943,795
|
|
|
5.9
|
|
4.25
|
%
|
|
3.26
|
%
|
|
3,204
|
|
||
Risk participation agreements with dealer banks
|
142,054
|
|
|
8.4
|
|
|
|
|
|
|
|
(26
|
)
|
||
Forward sale commitments
|
276,572
|
|
|
0.2
|
|
|
|
|
|
|
|
(123
|
)
|
||
Total economic hedges
|
2,316,971
|
|
|
|
|
|
|
|
|
|
|
(1,789
|
)
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Non-hedging derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Commitments to lend
|
193,966
|
|
|
0.2
|
|
|
|
|
|
|
|
5,259
|
|
||
Total non-hedging derivatives
|
193,966
|
|
|
|
|
|
|
|
|
|
|
5,259
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
$
|
2,510,937
|
|
|
|
|
|
|
|
|
|
|
$
|
3,470
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Interest rate swaps on FHLB borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized (loss) recognized in accumulated other comprehensive loss
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(449
|
)
|
Less: reclassification of unrealized (loss) from accumulated other comprehensive income to interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(393
|
)
|
||||
Less: reclassification of unrealized (loss) from accumulated other comprehensive income to other non-interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,629
|
)
|
||||
Net tax (expense) benefit on items recognized in accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,589
|
)
|
||||
Other comprehensive gain (loss) recorded in accumulated other comprehensive income, net of reclassification adjustments and tax effects
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,984
|
|
•
|
Best efforts loan sales,
|
•
|
Mandatory delivery loan sales, and
|
•
|
To Be Announced (“TBA”) mortgage-backed securities sales.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Economic hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap on industrial revenue bond:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain recognized in other non-interest income
|
$
|
163
|
|
|
$
|
2
|
|
|
$
|
474
|
|
|
$
|
124
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps on loans with commercial loan customers:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain/(loss) recognized in other non-interest income
|
5,270
|
|
|
(3,810
|
)
|
|
19,939
|
|
|
(1,682
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Reverse interest rate swaps on loans with commercial loan customers:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain/(loss) recognized in other non-interest income
|
(5,270
|
)
|
|
3,810
|
|
|
(19,939
|
)
|
|
1,682
|
|
||||
Favorable (Unfavorable) change in credit valuation adjustment recognized in other non-interest income
|
95
|
|
|
(114
|
)
|
|
332
|
|
|
(276
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Risk participation agreements:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain recognized in other non-interest income
|
7
|
|
|
23
|
|
|
23
|
|
|
5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Forward commitments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized (loss) gain recognized in other non-interest income
|
(658
|
)
|
|
975
|
|
|
(1,567
|
)
|
|
(276
|
)
|
||||
Realized gain (loss) in other non-interest income
|
1,077
|
|
|
238
|
|
|
4,999
|
|
|
(2,668
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Non-hedging derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commitments to lend
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain recognized in other non-interest income
|
$
|
7,285
|
|
|
$
|
7,375
|
|
|
$
|
13,816
|
|
|
$
|
15,436
|
|
Realized gain in other non-interest income
|
2,491
|
|
|
7,693
|
|
|
3,094
|
|
|
16,467
|
|
|
|
Gross
Amounts of
|
|
Gross Amounts
Offset in the
|
|
Net Amounts
of Assets
Presented in the
|
|
Gross Amounts Not Offset in
the Statements of Condition
|
|
|
||||||||||||||
|
|
Recognized
|
|
Statements of
|
|
Statements of
|
|
Financial
|
|
Cash
|
|
|
||||||||||||
(In thousands)
|
|
Assets
|
|
Condition
|
|
Condition
|
|
Instruments
|
|
Collateral Received
|
|
Net Amount
|
||||||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swap Agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Institutional counterparties
|
|
$
|
20,015
|
|
|
$
|
(1,386
|
)
|
|
$
|
18,629
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,629
|
|
Commercial counterparties
|
|
4,546
|
|
|
—
|
|
|
4,546
|
|
|
—
|
|
|
—
|
|
|
4,546
|
|
||||||
Total
|
|
$
|
24,561
|
|
|
$
|
(1,386
|
)
|
|
$
|
23,175
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,175
|
|
|
|
Gross
Amounts of
|
|
Gross Amounts
Offset in the
|
|
Net Amounts
of Liabilities
Presented in the
|
|
Gross Amounts Not Offset in
the Statements of Condition
|
|
|
||||||||||||||
|
|
Recognized
|
|
Statements of
|
|
Statements of
|
|
Financial
|
|
Cash
|
|
|
||||||||||||
(In thousands)
|
|
Liabilities
|
|
Condition
|
|
Condition
|
|
Instruments
|
|
Collateral Pledged
|
|
Net Amount
|
||||||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swap Agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Institutional counterparties
|
|
$
|
(4,468
|
)
|
|
$
|
1,404
|
|
|
$
|
(3,064
|
)
|
|
$
|
—
|
|
|
$
|
6,853
|
|
|
$
|
3,789
|
|
Commercial counterparties
|
|
(21,058
|
)
|
|
109
|
|
|
(20,949
|
)
|
|
—
|
|
|
—
|
|
|
(20,949
|
)
|
||||||
Total
|
|
$
|
(25,526
|
)
|
|
$
|
1,513
|
|
|
$
|
(24,013
|
)
|
|
$
|
—
|
|
|
$
|
6,853
|
|
|
$
|
(17,160
|
)
|
|
|
Gross
Amounts of
|
|
Gross Amounts
Offset in the
|
|
Net Amounts
of Assets
Presented in the
|
|
Gross Amounts Not Offset in
the Statements of Condition
|
|
|
||||||||||||||
|
|
Recognized
|
|
Statements of
|
|
Statements of
|
|
Financial
|
|
Cash
|
|
|
||||||||||||
(In thousands)
|
|
Assets
|
|
Condition
|
|
Condition
|
|
Instruments
|
|
Collateral Received
|
|
Net Amount
|
||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swap Agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Institutional counterparties
|
|
$
|
2,692
|
|
|
$
|
(1,622
|
)
|
|
$
|
1,070
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,070
|
|
Commercial counterparties
|
|
8,577
|
|
|
—
|
|
|
8,577
|
|
|
—
|
|
|
—
|
|
|
8,577
|
|
||||||
Total
|
|
$
|
11,269
|
|
|
$
|
(1,622
|
)
|
|
$
|
9,647
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,647
|
|
|
|
Gross
Amounts of
|
|
Gross Amounts
Offset in the
|
|
Net Amounts
of Liabilities
Presented in the
|
|
Gross Amounts Not Offset in
the Statements of Condition
|
|
|
||||||||||||||
|
|
Recognized
|
|
Statements of
|
|
Statements of
|
|
Financial
|
|
Cash
|
|
|
||||||||||||
(In thousands)
|
|
Liabilities
|
|
Condition
|
|
Condition
|
|
Instruments
|
|
Collateral Pledged
|
|
Net Amount
|
||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Rate Swap Agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Institutional counterparties
|
|
$
|
(8,777
|
)
|
|
$
|
2,835
|
|
|
$
|
(5,942
|
)
|
|
$
|
3,982
|
|
|
$
|
1,960
|
|
|
$
|
—
|
|
Commercial counterparties
|
|
(5,375
|
)
|
|
2
|
|
|
(5,373
|
)
|
|
—
|
|
|
—
|
|
|
(5,373
|
)
|
||||||
Total
|
|
$
|
(14,152
|
)
|
|
$
|
2,837
|
|
|
$
|
(11,315
|
)
|
|
$
|
3,982
|
|
|
$
|
1,960
|
|
|
$
|
(5,373
|
)
|
|
June 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
(In thousands)
|
Inputs
|
|
Inputs
|
|
Inputs
|
|
Fair Value
|
||||||||
Trading security
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,483
|
|
|
$
|
11,483
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|||||||
Municipal bonds and obligations
|
—
|
|
|
112,137
|
|
|
—
|
|
|
112,137
|
|
||||
Agency collateralized mortgage obligations
|
—
|
|
|
915,217
|
|
|
—
|
|
|
915,217
|
|
||||
Agency residential mortgage-backed securities
|
—
|
|
|
184,670
|
|
|
—
|
|
|
184,670
|
|
||||
Agency commercial mortgage-backed securities
|
—
|
|
|
59,513
|
|
|
—
|
|
|
59,513
|
|
||||
Corporate bonds
|
—
|
|
|
101,062
|
|
|
—
|
|
|
101,062
|
|
||||
Trust preferred securities
|
—
|
|
|
11,614
|
|
|
—
|
|
|
11,614
|
|
||||
Other bonds and obligations
|
—
|
|
|
9,037
|
|
|
—
|
|
|
9,037
|
|
||||
Marketable equity securities
|
59,163
|
|
|
563
|
|
|
—
|
|
|
59,726
|
|
||||
Loans held for sale
|
—
|
|
|
149,182
|
|
|
—
|
|
|
149,182
|
|
||||
Derivative assets
|
—
|
|
|
26,031
|
|
|
7,285
|
|
|
33,316
|
|
||||
Capitalized servicing rights
|
—
|
|
|
—
|
|
|
7,839
|
|
|
7,839
|
|
||||
Derivative liabilities
|
658
|
|
|
26,869
|
|
|
—
|
|
|
27,527
|
|
|
December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
(In thousands)
|
Inputs
|
|
Inputs
|
|
Inputs
|
|
Fair Value
|
||||||||
Trading security
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,277
|
|
|
$
|
12,277
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Municipal bonds and obligations
|
—
|
|
|
118,233
|
|
|
—
|
|
|
118,233
|
|
||||
Agency collateralized mortgage obligations
|
—
|
|
|
851,158
|
|
|
—
|
|
|
851,158
|
|
||||
Agency residential mortgage-backed securities
|
—
|
|
|
216,940
|
|
|
—
|
|
|
216,940
|
|
||||
Agency commercial mortgage-backed securities
|
—
|
|
|
62,305
|
|
|
—
|
|
|
62,305
|
|
||||
Corporate bonds
|
—
|
|
|
110,721
|
|
|
—
|
|
|
110,721
|
|
||||
Trust preferred securities
|
—
|
|
|
11,677
|
|
|
—
|
|
|
11,677
|
|
||||
Other bonds and obligations
|
—
|
|
|
9,880
|
|
|
—
|
|
|
9,880
|
|
||||
Marketable equity securities
|
44,851
|
|
|
334
|
|
|
—
|
|
|
45,185
|
|
||||
Loans held for sale
|
—
|
|
|
153,620
|
|
|
—
|
|
|
153,620
|
|
||||
Derivative assets
|
—
|
|
|
14,049
|
|
|
5,259
|
|
|
19,308
|
|
||||
Capitalized servicing rights
|
—
|
|
|
—
|
|
|
3,834
|
|
|
3,834
|
|
||||
Derivative liabilities
|
104
|
|
|
15,715
|
|
|
19
|
|
|
15,838
|
|
June 30, 2018
|
|
|
|
|
|
|
||||||
(In thousands)
|
|
Fair Value
|
|
Amortized Cost
|
|
Gains
|
||||||
Marketable equity securities
|
|
$
|
59,726
|
|
|
$
|
55,618
|
|
|
$
|
4,108
|
|
December 31, 2017
|
|
|
|
|
|
|
||||||
(In thousands)
|
|
Fair Value
|
|
Amortized Cost
|
|
Gains
|
||||||
Marketable equity securities
|
|
$
|
45,185
|
|
|
$
|
36,483
|
|
|
$
|
8,702
|
|
|
|
|
|
|
|
Aggregate Fair Value
|
||||||
June 30, 2018
|
|
Aggregate
|
|
Aggregate
|
|
Less Aggregate
|
||||||
(In thousands)
|
|
Fair Value
|
|
Unpaid Principal
|
|
Unpaid Principal
|
||||||
Loans Held for Sale
|
|
$
|
149,182
|
|
|
$
|
145,723
|
|
|
$
|
3,459
|
|
|
|
|
|
|
|
Aggregate Fair Value
|
||||||
December 31, 2017
|
|
Aggregate
|
|
Aggregate
|
|
Less Aggregate
|
||||||
(In thousands)
|
|
Fair Value
|
|
Unpaid Principal
|
|
Unpaid Principal
|
||||||
Loans Held for Sale
|
|
$
|
153,620
|
|
|
$
|
149,022
|
|
|
$
|
4,598
|
|
|
Assets (Liabilities)
|
||||||||||||||
|
|
|
|
|
|
|
Capitalized
|
||||||||
|
Trading
|
|
Commitments
|
|
Forward
|
|
Servicing
|
||||||||
(In thousands)
|
Security
|
|
to Lend
|
|
Commitments
|
|
Rights
|
||||||||
Three Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|||||
March 31, 2018
|
$
|
11,795
|
|
|
$
|
6,531
|
|
|
$
|
—
|
|
|
$
|
5,705
|
|
Unrealized (loss) gain, net recognized in other non-interest income
|
(148
|
)
|
|
12,787
|
|
|
—
|
|
|
339
|
|
||||
Paydown of trading security
|
(164
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers to held for sale loans
|
—
|
|
|
(12,033
|
)
|
|
—
|
|
|
—
|
|
||||
Additions to servicing rights
|
—
|
|
|
—
|
|
|
—
|
|
|
1,795
|
|
||||
June 30, 2018
|
$
|
11,483
|
|
|
$
|
7,285
|
|
|
$
|
—
|
|
|
$
|
7,839
|
|
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2017
|
$
|
12,277
|
|
|
$
|
5,259
|
|
|
$
|
19
|
|
|
$
|
3,834
|
|
Unrealized (loss) gain, net recognized in other non-interest income
|
(465
|
)
|
|
25,000
|
|
|
(19
|
)
|
|
804
|
|
||||
Paydown of trading security
|
(329
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers to held for sale loans
|
—
|
|
|
(22,974
|
)
|
|
—
|
|
|
—
|
|
||||
Additions to servicing rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,201
|
|
June 30, 2018
|
$
|
11,483
|
|
|
$
|
7,285
|
|
|
$
|
—
|
|
|
$
|
7,839
|
|
Unrealized gains (losses) relating to instruments still held at June 30, 2018
|
$
|
1,056
|
|
|
$
|
7,285
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Assets (Liabilities)
|
||||||||||||||
|
|
|
|
|
|
|
Capitalized
|
||||||||
|
Trading
|
|
Commitments
|
|
Forward
|
|
Servicing
|
||||||||
(In thousands)
|
Security
|
|
to Lend
|
|
Commitments
|
|
Rights
|
||||||||
Three Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||
March 31, 2017
|
$
|
12,966
|
|
|
$
|
8,061
|
|
|
$
|
(22
|
)
|
|
$
|
976
|
|
Unrealized gain (loss), net recognized in other non-interest income
|
27
|
|
|
16,515
|
|
|
34
|
|
|
(68
|
)
|
||||
Paydown of trading security
|
(156
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers to held for sale loans
|
—
|
|
|
(17,202
|
)
|
|
—
|
|
|
—
|
|
||||
Additions to servicing rights
|
—
|
|
|
—
|
|
|
—
|
|
|
660
|
|
||||
June 30, 2017
|
$
|
12,837
|
|
|
$
|
7,374
|
|
|
$
|
12
|
|
|
$
|
1,568
|
|
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2016
|
$
|
13,229
|
|
|
$
|
4,738
|
|
|
$
|
100
|
|
|
$
|
798
|
|
Unrealized (loss) gain, net recognized in other non-interest income
|
(79
|
)
|
|
33,817
|
|
|
(88
|
)
|
|
(70
|
)
|
||||
Paydown of trading security
|
(313
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers to held for sale loans
|
—
|
|
|
(31,181
|
)
|
|
—
|
|
|
—
|
|
||||
Additions to servicing rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
840
|
|
June 30, 2017
|
$
|
12,837
|
|
|
$
|
7,374
|
|
|
$
|
12
|
|
|
$
|
1,568
|
|
Unrealized gains (losses) relating to instruments still held at June 30, 2017
|
$
|
1,736
|
|
|
$
|
7,374
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
|
Fair Value
|
|
|
|
|
|
Significant
Unobservable Input
|
||||
(In thousands)
|
|
June 30, 2018
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Value
|
||||
Assets (Liabilities)
|
|
|
|
|
|
|
|
|
|
|
||
Trading security
|
|
$
|
11,483
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
3.32
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
Commitments to lend
|
|
7,285
|
|
|
Historical Trend
|
|
Closing Ratio
|
|
83.54
|
%
|
||
|
|
|
|
|
Pricing Model
|
|
Origination Costs, per loan
|
|
$
|
3,063
|
|
|
Forward commitments
|
|
—
|
|
|
Historical Trend
|
|
Closing Ratio
|
|
83.54
|
%
|
||
|
|
|
|
|
Pricing Model
|
|
Origination Costs, per loan
|
|
$
|
3,063
|
|
|
Capitalized servicing rights
|
|
7,839
|
|
|
Discounted cash flow
|
|
Constant Prepayment Rate (CPR)
|
|
8.00
|
%
|
||
|
|
|
|
|
|
Discount Rate
|
|
9.96
|
%
|
|||
Total
|
|
$
|
26,607
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
Significant
Unobservable Input
|
||||
(In thousands)
|
|
December 31, 2017
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Value
|
||||
Assets (Liabilities)
|
|
|
|
|
|
|
|
|
|
|
||
Trading security
|
|
$
|
12,277
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
2.74
|
%
|
|
|
|
|
|
|
|
|
|
|
||||
Commitments to lend
|
|
5,259
|
|
|
Historical Trend
|
|
Closing Ratio
|
|
81.53
|
%
|
||
|
|
|
|
|
Pricing Model
|
|
Origination Costs, per loan
|
|
$
|
3,692
|
|
|
Forward commitments
|
|
19
|
|
|
Historical Trend
|
|
Closing Ratio
|
|
81.53
|
%
|
||
|
|
|
|
|
Pricing Model
|
|
Origination Costs, per loan
|
|
$
|
3,692
|
|
|
Capitalized servicing rights
|
|
3,834
|
|
|
Discounted Cash Flow
|
|
Constant Prepayment Rate (CPR)
|
|
10.00
|
%
|
||
|
|
|
|
|
|
Discount Rate
|
|
10.95
|
%
|
|||
Total
|
|
$
|
21,389
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
Fair Value Measurement Date as of June 30, 2018
|
||||
|
|
Level 3
|
|
Level 3
|
|
Level 3
|
||||
(In thousands)
|
|
Inputs
|
|
Inputs
|
|
Inputs
|
||||
Assets
|
|
|
|
|
|
|
|
|
||
Impaired loans
|
|
$
|
8,075
|
|
|
$
|
23,853
|
|
|
June 2018
|
Capitalized servicing rights
|
|
12,129
|
|
|
12,527
|
|
|
June 2018
|
||
Total
|
|
$
|
20,204
|
|
|
$
|
36,380
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
|
||
(In thousands)
|
|
June 30, 2018
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Range (Weighted Average) (a)
|
||
Assets
|
|
|
|
|
|
|
|
|
|
|
Impaired Loans
|
|
$
|
8,075
|
|
|
Fair Value of Collateral
|
|
Discounted Cash Flow - Loss Severity
|
|
38.39% to 0.02% (2.79%)
|
|
|
|
|
|
|
|
Appraised Value
|
|
$2.80 to $1,387 ($603.90)
|
|
Capitalized servicing rights
|
|
12,129
|
|
|
Discounted Cash Flow
|
|
Constant Prepayment Rate (CPR)
|
|
7.27% to 10.90% (9.62%)
|
|
|
|
|
|
|
|
|
Discount Rate
|
|
10.00% to 13.12% (11.64%)
|
|
Total
|
|
$
|
20,204
|
|
|
|
|
|
|
|
(a)
|
Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individuals properties.
|
|
|
Fair Value
|
|
|
|
|
|
|
||
(In thousands)
|
|
December 31, 2017
|
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Range (Weighted Average) (a)
|
||
Assets
|
|
|
|
|
|
|
|
|
|
|
Impaired Loans
|
|
$
|
23,853
|
|
|
Fair Value of Collateral
|
|
Discounted Cash Flow - loss severity
|
|
38.72% to 0.21% (3.40%)
|
|
|
|
|
|
|
|
Appraised Value
|
|
$10.9 to $5,967 ($2,197)
|
|
Capitalized servicing rights
|
|
12,527
|
|
|
Discounted Cash Flow
|
|
Constant Prepayment Rate (CPR)
|
|
7.78% to 12.78% (10.38%)
|
|
|
|
|
|
|
|
|
Discount Rate
|
|
10.00% to 13.28% (11.72%)
|
|
Total
|
|
$
|
36,380
|
|
|
|
|
|
|
|
(a)
|
Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individuals properties.
|
|
|
June 30, 2018
|
||||||||||||||||||
|
|
Carrying
|
|
Fair
|
|
|
|
|
|
|
||||||||||
(In thousands)
|
|
Amount
|
|
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
139,057
|
|
|
$
|
139,057
|
|
|
$
|
139,057
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading security
|
|
11,483
|
|
|
11,483
|
|
|
—
|
|
|
—
|
|
|
11,483
|
|
|||||
Marketable equity securities
|
|
59,726
|
|
|
59,726
|
|
|
59,163
|
|
|
563
|
|
|
—
|
|
|||||
Securities available for sale
|
|
1,393,250
|
|
|
1,393,250
|
|
|
—
|
|
|
1,393,250
|
|
|
—
|
|
|||||
Securities held to maturity
|
|
379,905
|
|
|
377,486
|
|
|
—
|
|
|
358,265
|
|
|
19,221
|
|
|||||
FHLB bank stock and restricted securities
|
|
75,530
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Net loans
|
|
8,654,041
|
|
|
8,796,933
|
|
|
—
|
|
|
—
|
|
|
8,796,933
|
|
|||||
Loans held for sale
|
|
149,182
|
|
|
149,182
|
|
|
—
|
|
|
149,182
|
|
|
—
|
|
|||||
Accrued interest receivable
|
|
36,017
|
|
|
36,017
|
|
|
—
|
|
|
36,017
|
|
|
—
|
|
|||||
Cash surrender value of bank-owned life insurance policies
|
|
193,121
|
|
|
193,121
|
|
|
—
|
|
|
193,121
|
|
|
—
|
|
|||||
Derivative assets
|
|
33,316
|
|
|
33,316
|
|
|
—
|
|
|
26,031
|
|
|
7,285
|
|
|||||
Assets held for sale
|
|
1,070
|
|
|
1,070
|
|
|
—
|
|
|
1,070
|
|
|
—
|
|
|||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total deposits
|
|
$
|
8,838,752
|
|
|
$
|
8,809,947
|
|
|
$
|
—
|
|
|
$
|
8,809,947
|
|
|
$
|
—
|
|
Short-term debt
|
|
1,002,000
|
|
|
1,001,944
|
|
|
—
|
|
|
1,001,944
|
|
|
—
|
|
|||||
Long-term Federal Home Loan Bank advances
|
|
272,342
|
|
|
270,112
|
|
|
—
|
|
|
270,112
|
|
|
—
|
|
|||||
Subordinated borrowings
|
|
89,429
|
|
|
97,006
|
|
|
—
|
|
|
97,006
|
|
|
—
|
|
|||||
Derivative liabilities
|
|
27,527
|
|
|
27,527
|
|
|
658
|
|
|
26,869
|
|
|
—
|
|
|
|
December 31, 2017
|
||||||||||||||||||
|
|
Carrying
|
|
Fair
|
|
|
|
|
|
|
||||||||||
(In thousands)
|
|
Amount
|
|
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
248,763
|
|
|
$
|
248,763
|
|
|
$
|
248,763
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading security
|
|
12,277
|
|
|
12,277
|
|
|
—
|
|
|
—
|
|
|
12,277
|
|
|||||
Marketable equity securities
|
|
45,185
|
|
|
45,185
|
|
|
44,851
|
|
|
334
|
|
|
—
|
|
|||||
Securities available for sale and other
|
|
1,380,914
|
|
|
1,380,914
|
|
|
—
|
|
|
1,380,914
|
|
|
—
|
|
|||||
Securities held to maturity
|
|
397,103
|
|
|
405,276
|
|
|
—
|
|
|
371,458
|
|
|
33,818
|
|
|||||
FHLB bank stock and restricted securities
|
|
63,085
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Net loans
|
|
8,247,504
|
|
|
8,422,034
|
|
|
—
|
|
|
—
|
|
|
8,422,034
|
|
|||||
Loans held for sale
|
|
153,620
|
|
|
153,620
|
|
|
—
|
|
|
153,620
|
|
|
—
|
|
|||||
Accrued interest receivable
|
|
33,739
|
|
|
33,739
|
|
|
—
|
|
|
33,739
|
|
|
—
|
|
|||||
Derivative assets
|
|
19,308
|
|
|
19,308
|
|
|
—
|
|
|
14,049
|
|
|
5,259
|
|
|||||
Assets held for sale
|
|
1,392
|
|
|
1,392
|
|
|
—
|
|
|
1,392
|
|
|
—
|
|
|||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total deposits
|
|
$
|
8,749,530
|
|
|
$
|
8,731,527
|
|
|
$
|
—
|
|
|
$
|
8,731,527
|
|
|
$
|
—
|
|
Short-term debt
|
|
667,300
|
|
|
667,246
|
|
|
—
|
|
|
667,246
|
|
|
—
|
|
|||||
Long-term Federal Home Loan Bank advances
|
|
380,436
|
|
|
378,766
|
|
|
—
|
|
|
378,766
|
|
|
—
|
|
|||||
Subordinated borrowings
|
|
89,339
|
|
|
97,414
|
|
|
—
|
|
|
97,414
|
|
|
—
|
|
|||||
Derivative liabilities
|
|
15,838
|
|
|
15,838
|
|
|
104
|
|
|
15,715
|
|
|
19
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net interest income
|
|
$
|
91,121
|
|
|
$
|
69,545
|
|
|
$
|
176,591
|
|
|
$
|
136,431
|
|
Provision for loan losses
|
|
6,532
|
|
|
4,889
|
|
|
12,107
|
|
|
9,984
|
|
||||
Net interest income after provision for loan losses
|
|
$
|
84,589
|
|
|
$
|
64,656
|
|
|
$
|
164,484
|
|
|
$
|
126,447
|
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Non-interest income
|
|
|
|
|
|
|
|
|
||||||||
In-scope of Topic 606:
|
|
|
|
|
|
|
|
|
||||||||
Service charges on deposit accounts
|
|
$
|
4,923
|
|
|
$
|
4,156
|
|
|
$
|
10,338
|
|
|
$
|
8,196
|
|
Insurance revenue
|
|
2,549
|
|
|
2,588
|
|
|
5,574
|
|
|
5,724
|
|
||||
Wealth management fees
|
|
2,280
|
|
|
2,286
|
|
|
4,877
|
|
|
4,812
|
|
||||
Interchange income
|
|
2,391
|
|
|
1,920
|
|
|
4,281
|
|
|
3,668
|
|
||||
Non-interest income (in-scope of Topic 606)
|
|
12,143
|
|
|
10,950
|
|
|
25,070
|
|
|
22,400
|
|
||||
Non-interest income (out-of-scope of Topic 606)
|
|
17,887
|
|
|
21,848
|
|
|
34,480
|
|
|
45,155
|
|
||||
Total non-interest income
|
|
$
|
30,030
|
|
|
$
|
32,798
|
|
|
$
|
59,550
|
|
|
$
|
67,555
|
|
|
At or for the
|
|
At or for the
|
||||||||||||
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
PER SHARE DATA (1)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings per common share, diluted
|
$
|
0.74
|
|
|
$
|
0.53
|
|
|
$
|
1.28
|
|
|
$
|
0.96
|
|
Adjusted earnings per common share, diluted
(1)
|
0.74
|
|
|
0.58
|
|
|
1.38
|
|
|
1.12
|
|
||||
Total book value per common share
|
32.49
|
|
|
31.37
|
|
|
32.49
|
|
|
31.37
|
|
||||
Tangible book value per common share
(2)
|
20.28
|
|
|
20.96
|
|
|
20.28
|
|
|
20.96
|
|
||||
Dividend per common share
|
0.22
|
|
|
0.21
|
|
|
0.44
|
|
|
0.42
|
|
||||
Common stock price:
|
|
|
|
|
|
|
|
|
|
||||||
High
|
44.10
|
|
|
38.65
|
|
|
44.10
|
|
|
38.65
|
|
||||
Low
|
37.05
|
|
|
33.55
|
|
|
35.80
|
|
|
32.90
|
|
||||
Close
|
40.60
|
|
|
35.15
|
|
|
40.60
|
|
|
35.15
|
|
||||
PERFORMANCE RATIOS
(3)
|
|
|
|
|
X
|
|
|
|
|||||||
Return on assets
|
1.17
|
%
|
|
0.84
|
%
|
|
1.03
|
%
|
|
0.76
|
%
|
||||
Adjusted return on assets
(1)
|
1.17
|
|
|
0.92
|
|
|
1.11
|
|
|
0.89
|
|
||||
Return on equity
|
8.88
|
|
|
6.80
|
|
|
7.79
|
|
|
6.28
|
|
||||
Adjusted return on equity
(1)
|
8.89
|
|
|
7.45
|
|
|
8.41
|
|
|
7.31
|
|
||||
Adjusted return on tangible equity
(1)
|
14.82
|
|
|
11.96
|
|
|
14.13
|
|
|
12.01
|
|
||||
Net interest margin, fully taxable equivalent (FTE)
(4)
|
3.50
|
|
|
3.36
|
|
|
3.43
|
|
|
3.35
|
|
||||
Fee income/Net interest and fee income
|
24.25
|
|
|
32.23
|
|
|
24.87
|
|
|
31.18
|
|
||||
Efficiency ratio
(2)
|
56.37
|
|
|
61.72
|
|
|
57.91
|
|
|
61.83
|
|
||||
GROWTH RATIOS
|
|
|
|
|
X
|
|
|
|
|||||||
Total commercial loans, (annualized)
|
9
|
%
|
|
10
|
%
|
|
5
|
%
|
|
13
|
%
|
||||
Total loans, (annualized)
|
16
|
|
|
13
|
|
|
10
|
|
|
10
|
|
||||
Total deposits, (annualized)
|
7
|
|
|
4
|
|
|
2
|
|
|
3
|
|
||||
Total net revenues, (compared to prior year period)
|
18
|
|
|
42
|
|
|
16
|
|
|
40
|
|
||||
Earnings per share, (compared to prior year period)
|
40
|
|
|
2
|
|
|
33
|
|
|
(8
|
)
|
||||
Adjusted earnings per share, (compared to prior year period)
(2)
|
28
|
|
|
7
|
|
|
24
|
|
|
5
|
|
||||
FINANCIAL DATA:
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets
|
$
|
11,902
|
|
|
$
|
9,627
|
|
|
$
|
11,902
|
|
|
$
|
9,627
|
|
Total earning assets
|
10,827
|
|
|
8,807
|
|
|
10,827
|
|
|
8,807
|
|
||||
Total securities
|
1,920
|
|
|
1,773
|
|
|
1,920
|
|
|
1,773
|
|
||||
Total borrowings
|
1,364
|
|
|
1,472
|
|
|
1,364
|
|
|
1,472
|
|
||||
Total loans
|
8,710
|
|
|
6,864
|
|
|
8,710
|
|
|
6,864
|
|
||||
Allowance for loan losses
|
56
|
|
|
47
|
|
|
56
|
|
|
47
|
|
||||
Total intangible assets
|
555
|
|
|
421
|
|
|
555
|
|
|
421
|
|
||||
Total deposits
|
8,839
|
|
|
6,715
|
|
|
8,839
|
|
|
6,715
|
|
||||
Total stockholders’ equity
|
1,516
|
|
|
1,268
|
|
|
1,516
|
|
|
1,268
|
|
|
At or for the
|
|
At or for the
|
||||||||||||
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
ASSET QUALITY AND CONDITION RATIOS
(5)
|
|
|
|
|
|
|
|
||||||||
Net charge-offs (annualized)/average loans
|
0.21
|
%
|
|
0.20
|
%
|
|
0.19
|
%
|
|
0.20
|
%
|
||||
Total non-performing assets/total assets
|
0.20
|
|
|
0.25
|
|
|
0.20
|
|
|
0.25
|
|
||||
Allowance for loan losses/total loans
|
0.64
|
|
|
0.69
|
|
|
0.64
|
|
|
0.69
|
|
||||
Loans/deposits
|
99
|
|
|
102
|
|
|
99
|
|
|
102
|
|
||||
Shareholders' equity to total assets
|
12.74
|
|
|
13.17
|
|
|
12.74
|
|
|
13.17
|
|
||||
Tangible shareholders' equity to tangible assets
(2)
|
8.47
|
|
|
9.20
|
|
|
8.47
|
|
|
9.20
|
|
||||
|
|
|
|
|
|
|
|
||||||||
FOR THE PERIOD:
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net interest income
|
$
|
91,121
|
|
|
$
|
69,545
|
|
|
$
|
176,591
|
|
|
$
|
136,431
|
|
Non-interest income
|
30,030
|
|
|
32,798
|
|
|
59,550
|
|
|
67,555
|
|
||||
Net revenue
|
121,151
|
|
|
102,343
|
|
|
236,141
|
|
|
203,986
|
|
||||
Provision for loan losses
|
6,532
|
|
|
4,889
|
|
|
12,107
|
|
|
9,984
|
|
||||
Non-interest expense
|
72,337
|
|
|
69,523
|
|
|
149,206
|
|
|
143,849
|
|
||||
Net income
|
34,031
|
|
|
19,694
|
|
|
59,279
|
|
|
35,154
|
|
||||
Adjusted Income
(1)
|
34,076
|
|
|
21,559
|
|
|
63,957
|
|
|
40,959
|
|
(2)
|
Non-GAAP financial measure.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2018
|
2017
|
|
2018
|
2017
|
||||||||||||||||
($ In millions)
|
Average
Balance
|
Yield/Rate
(FTE basis)
|
Average
Balance
|
Yield/Rate
(FTE basis)
|
|
Average
Balance
|
Yield/Rate
(FTE basis)
|
Average
Balance
|
Yield/Rate
(FTE basis)
|
||||||||||||
Assets
|
|||||||||||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial real estate
|
$
|
3,316
|
|
5.08
|
%
|
$
|
2,692
|
|
4.41
|
%
|
|
$
|
3,283
|
|
4.92
|
%
|
$
|
2,661
|
|
4.50
|
%
|
Commercial and industrial loans
|
1,774
|
|
5.73
|
|
1,130
|
|
5.30
|
|
|
1,806
|
|
5.46
|
|
1,102
|
|
5.08
|
|
||||
Residential mortgages
|
2,269
|
|
3.72
|
|
1,871
|
|
3.62
|
|
|
2,204
|
|
3.64
|
|
1,889
|
|
3.59
|
|
||||
Consumer loans
|
1,113
|
|
4.13
|
|
997
|
|
3.81
|
|
|
1,114
|
|
4.07
|
|
988
|
|
3.72
|
|
||||
Total loans
(1)
|
8,472
|
|
4.73
|
|
6,690
|
|
4.25
|
|
|
8,407
|
|
4.59
|
|
6,640
|
|
4.22
|
|
||||
Investment securities
(2)
|
1,931
|
|
3.47
|
|
1,702
|
|
3.45
|
|
|
1,932
|
|
3.37
|
|
1,664
|
|
3.42
|
|
||||
Short term investments & loans held for sale
(3)
|
146
|
|
3.86
|
|
148
|
|
3.07
|
|
|
143
|
|
3.64
|
|
133
|
|
2.74
|
|
||||
Total interest-earning assets
|
10,549
|
|
4.48
|
|
8,540
|
|
4.07
|
|
|
10,482
|
|
4.34
|
|
8,437
|
|
4.04
|
|
||||
Intangible assets
|
555
|
|
|
|
422
|
|
|
|
|
556
|
|
|
|
422
|
|
|
|
||||
Other non-interest earning assets
|
507
|
|
|
|
369
|
|
|
|
|
529
|
|
|
|
378
|
|
|
|
||||
Total assets
|
$
|
11,611
|
|
|
|
$
|
9,331
|
|
|
|
|
$
|
11,567
|
|
|
|
$
|
9,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and shareholders’ equity
|
|||||||||||||||||||||
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOW and other
|
$
|
819
|
|
0.44
|
%
|
$
|
572
|
|
0.23
|
%
|
|
$
|
766
|
|
0.36
|
%
|
$
|
574
|
|
0.23
|
%
|
Money market
|
2,525
|
|
0.88
|
|
1,795
|
|
0.54
|
|
|
2,522
|
|
0.80
|
|
1,800
|
|
0.53
|
|
||||
Savings
|
750
|
|
0.14
|
|
668
|
|
0.14
|
|
|
747
|
|
0.14
|
|
658
|
|
0.14
|
|
||||
Time
|
2,879
|
|
1.54
|
|
2,473
|
|
1.13
|
|
|
2,896
|
|
1.47
|
|
2,412
|
|
1.11
|
|
||||
Total interest-bearing deposits
|
6,973
|
|
1.02
|
|
5,508
|
|
0.73
|
|
|
6,931
|
|
0.96
|
|
5,444
|
|
0.71
|
|
||||
Borrowings and notes
(4)
|
1,394
|
|
2.29
|
|
1,410
|
|
1.46
|
|
|
1,341
|
|
2.16
|
|
1,398
|
|
1.42
|
|
||||
Total interest-bearing liabilities
|
8,367
|
|
1.23
|
|
6,918
|
|
0.88
|
|
|
8,272
|
|
1.15
|
|
6,842
|
|
0.86
|
|
||||
Non-interest-bearing demand deposits
|
1,619
|
|
|
|
1,156
|
|
|
|
|
1,666
|
|
|
1,167
|
|
|
|
|||||
Other non-interest earning liabilities
|
92
|
|
|
|
99
|
|
|
|
|
108
|
|
|
|
108
|
|
|
|
||||
Total liabilities
|
10,078
|
|
|
|
8,173
|
|
|
|
|
10,046
|
|
|
|
8,117
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total shareholders’ equity
(2)
|
1,533
|
|
|
|
1,158
|
|
|
|
|
1,521
|
|
|
|
1,120
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
11,611
|
|
|
|
$
|
9,331
|
|
|
|
|
$
|
11,567
|
|
|
|
$
|
9,237
|
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||||
|
Average
Balance
|
Yield/Rate
(FTE basis)
|
Average
Balance
|
Yield/Rate
(FTE basis)
|
Average Balance
|
Yield/Rate (FTE basis)
|
Average Balance
|
Yield/Rate (FTE basis)
|
||||||||||||
Net interest spread
|
|
|
3.25
|
%
|
|
|
3.19
|
%
|
|
3.19
|
%
|
|
3.18
|
%
|
||||||
Net interest margin
(5)
|
|
|
3.50
|
|
|
|
3.36
|
|
|
3.43
|
|
|
3.35
|
|
||||||
Cost of funds
|
|
|
1.03
|
|
|
|
0.75
|
|
|
0.96
|
|
|
0.73
|
|
||||||
Cost of deposits
|
|
|
0.83
|
|
|
|
0.60
|
|
|
0.78
|
|
|
0.58
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Supplementary data
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total deposits (In millions)
|
$
|
8,592
|
|
|
|
$
|
6,664
|
|
|
|
$
|
8,597
|
|
|
$
|
6,611
|
|
|
||
Fully taxable equivalent income adj. (In thousands)
(6)
|
2,033
|
|
|
|
2,644
|
|
|
|
3,854
|
|
|
5,155
|
|
|
(1)
|
The average balances of loans include nonaccrual loans and deferred fees and costs.
|
(2)
|
The average balance for securities available for sale is based on amortized cost. The average balance of equity also reflects this adjustment.
|
(3)
|
Interest income on loans held for sale is included in loan interest income on the income statement.
|
(4)
|
The average balances of borrowings includes the capital lease obligation presented under other liabilities on the consolidated balance sheet.
|
(5)
|
Purchased loan accretion totaled $6.9 million and $2.6 million for the three months ended
June 30, 2018
and 2017, respectively. Purchased loan accretion totaled $10.3 million and $6.2 million for the six months ended
June 30, 2018
and 2017, respectively.
|
(6)
|
Fully taxable equivalent considers the impact of tax advantaged investment securities and loans.
|
|
|
At or for the Three Months Ended June 30,
|
|
At or for the Six Months Ended June 30,
|
||||||||||
(in thousands)
|
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
GAAP Net income
|
|
$
|
34,031
|
|
$
|
19,694
|
|
|
$
|
59,279
|
|
$
|
35,154
|
|
Adj: (Gains)/losses on securities, net
(1)
|
|
(718
|
)
|
1
|
|
|
784
|
|
(12,569
|
)
|
||||
Adj: Loss on termination of hedges
|
|
—
|
|
—
|
|
|
—
|
|
6,629
|
|
||||
Adj: Net losses/(gains) on sale of business operations and assets
|
|
21
|
|
—
|
|
|
(460
|
)
|
—
|
|
||||
Adj: Merger and acquisition expense
|
|
847
|
|
2,266
|
|
|
5,940
|
|
8,213
|
|
||||
Adj: Restructuring and other expense
|
|
—
|
|
637
|
|
|
—
|
|
6,372
|
|
||||
Adj: Income taxes
|
|
(105
|
)
|
(1,039
|
)
|
|
(1,586
|
)
|
(2,840
|
)
|
||||
Total adjusted income (non-GAAP)
(2)
|
(A)
|
$
|
34,076
|
|
$
|
21,559
|
|
|
$
|
63,957
|
|
$
|
40,959
|
|
|
|
|
|
|
|
|
||||||||
GAAP Total revenue
|
|
$
|
121,151
|
|
$
|
102,343
|
|
|
$
|
236,141
|
|
$
|
203,986
|
|
Adj: (Gains)/losses on securities, net
(1)
|
|
(718
|
)
|
1
|
|
|
784
|
|
(12,569
|
)
|
||||
Adj: Net (gains) on sale of business operations and assets
|
|
21
|
|
—
|
|
|
(460
|
)
|
—
|
|
||||
Adj. Loss on termination of hedges
|
|
—
|
|
—
|
|
|
—
|
|
6,629
|
|
||||
Total operating revenue (non-GAAP)
(2)
|
(B)
|
$
|
120,454
|
|
$
|
102,344
|
|
|
$
|
236,465
|
|
$
|
198,046
|
|
|
|
|
|
|
|
|
||||||||
GAAP Total non-interest expense
|
|
$
|
72,337
|
|
$
|
69,523
|
|
|
$
|
149,206
|
|
$
|
143,849
|
|
Less: Total non-operating expense (see above)
|
|
(847
|
)
|
(2,903
|
)
|
|
(5,940
|
)
|
(14,585
|
)
|
||||
Operating non-interest expense (non-GAAP)
(2)
|
(C)
|
$
|
71,490
|
|
$
|
66,620
|
|
|
$
|
143,266
|
|
$
|
129,264
|
|
|
|
|
|
|
|
|
||||||||
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|||||
Total average assets
|
(D)
|
$
|
11,611
|
|
$
|
9,331
|
|
|
$
|
11,567
|
|
$
|
9,238
|
|
Total average shareholders’ equity
|
(E)
|
1,533
|
|
1,158
|
|
|
1,521
|
|
1,120
|
|
||||
Total average tangible shareholders’ equity
(2)
|
(F)
|
979
|
|
736
|
|
|
965
|
|
698
|
|
||||
Total average tangible common shareholders' equity
(2)
|
(G)
|
938
|
|
736
|
|
|
925
|
|
698
|
|
||||
Total tangible shareholders’ equity, period-end
(2)(3)
|
(H)
|
961
|
|
847
|
|
|
961
|
|
847
|
|
||||
Total tangible common shareholders' equity, period-end
(2)(3)
|
(I)
|
921
|
|
847
|
|
|
921
|
|
847
|
|
||||
Total tangible assets, period-end
(2)(3)
|
(J)
|
11,347
|
|
9,206
|
|
|
11,347
|
|
9,206
|
|
||||
Total common shares outstanding, period-end (thousands)
|
(K)
|
45,420
|
|
40,428
|
|
|
45,420
|
|
40,428
|
|
||||
Average diluted shares outstanding (thousands)
|
(L)
|
46,215
|
|
37,474
|
|
|
46,206
|
|
36,466
|
|
||||
|
|
|
|
|
|
|
||||||||
Earnings per common share, diluted
|
|
$
|
0.74
|
|
$
|
0.53
|
|
|
$
|
1.28
|
|
$
|
0.96
|
|
Adjusted earnings per common share, diluted
(2)
|
(A/L)
|
0.74
|
|
0.58
|
|
|
1.38
|
|
1.12
|
|
||||
Book value per common share, period-end
|
|
32.49
|
|
31.37
|
|
|
32.49
|
|
31.37
|
|
||||
Tangible book value per common share, period-end
(2)
|
(I/K)
|
20.28
|
|
20.96
|
|
|
20.28
|
|
20.96
|
|
||||
Total shareholders' equity/total assets
|
|
12.74
|
|
13.17
|
|
|
12.74
|
|
13.17
|
|
||||
Total tangible shareholder's equity/total tangible assets
(2)
|
(H/J)
|
8.47
|
|
9.20
|
|
|
8.47
|
|
9.20
|
|
|
|
|
|
|
|
|
||||||||
Performance ratios
(4)
|
|
|
|
|
|
|
|
|
|
|||||
GAAP return on assets
|
|
1.17
|
%
|
0.84
|
%
|
|
1.03
|
%
|
0.76
|
%
|
||||
Adjusted return on assets
(2)
|
(A/D)
|
1.17
|
|
0.92
|
|
|
1.11
|
|
0.89
|
|
||||
GAAP return on equity
|
|
8.88
|
|
6.80
|
|
|
7.79
|
|
6.28
|
|
||||
Adjusted return on equity
(2)
|
(A/E)
|
8.89
|
|
7.45
|
|
|
8.41
|
|
7.31
|
|
||||
Adjusted return on tangible common equity
(2)(5)
|
(A+O)/(J)
|
14.82
|
|
11.96
|
|
|
14.13
|
|
12.01
|
|
||||
Efficiency ratio
(2)
|
(C-O)/(B+M+P)
|
56.37
|
|
61.72
|
|
|
57.91
|
|
61.83
|
|
||||
|
|
|
|
|
|
|
||||||||
Supplementary data
(in thousands)
|
|
|
|
|
|
|
|
|
|
|||||
Tax benefit on tax-credit investments
(6)
|
(M)
|
$
|
2,119
|
|
$
|
1,696
|
|
|
$
|
2,715
|
|
$
|
3,320
|
|
Non-interest income charge on tax-credit investments
(7)
|
(N)
|
(1,594
|
)
|
(1,453
|
)
|
|
(2,100
|
)
|
(2,782
|
)
|
||||
Net income on tax-credit investments
|
(M+N)
|
525
|
|
243
|
|
|
615
|
|
538
|
|
||||
Intangible amortization
|
(O)
|
1,246
|
|
770
|
|
|
2,514
|
|
1,571
|
|
||||
Fully taxable equivalent income adjustment
|
(P)
|
2,033
|
|
2,644
|
|
|
3,853
|
|
5,154
|
|
(1)
|
Net securities losses/(gains) for the period ending June 30, 2018 includes the change in fair value of the Company's equity securities in compliance with the Company's adoption of ASU 2016-01.
|
(2)
|
Non-GAAP financial measure.
|
(3)
|
Total tangible shareholders’ equity is computed by taking total shareholders’ equity less the intangible assets at period-end. Total tangible assets is computed by taking total assets less the intangible assets at period-end.
|
(4)
|
Ratios are annualized and based on average balance sheet amounts, where applicable.
|
(5)
|
Adjusted return on tangible common equity is computed by dividing the total adjusted income adjusted for the tax-affected amortization of intangible assets, assuming a 27.32% marginal rate for June 30, 2018 and a 40% marginal rate for June 30, 2017, by tangible equity.
|
(6)
|
The tax benefit is the direct reduction to the income tax provision due to tax credits and deductions generated from investments in historic rehabilitation and low-income housing.
|
(7)
|
The non-interest income charge is the reduction to the tax-advantaged commercial project investments, which are incurred as the tax credits are generated.
|
•
|
Strong earnings momentum and improving profitability
|
•
|
Boston-based regional banking company delivering franchise value in attractive markets
|
•
|
Distinctive culture drives results
|
•
|
Disciplined regional consolidator
|
•
|
Focused on profitability goals and building shareholder value
|
•
|
73% increase in net income to $34 million
|
•
|
40% increase in earnings per share to $0.74
|
•
|
18% increase in net revenue to $121 million
|
•
|
39% improvement in return on assets to 1.17%
|
•
|
31% improvement in return on equity to 8.9%
|
•
|
Allowance for Loan Losses
|
•
|
Acquired Loans
|
•
|
Income Taxes
|
•
|
Goodwill and Identifiable Intangible Assets
|
•
|
Determination of Other-Than-Temporary Impairment of Securities
|
•
|
Fair Value of Financial Instruments
|
|
|
Total number of
|
|
Average price
|
|
Total number of shares
purchased as part of
publicly announced
|
|
Maximum number of
shares that may yet
be purchased under
|
|||||
Period
|
|
shares purchased
|
|
paid per share
|
|
plans or programs
|
|
the plans or programs
|
|||||
April 1-30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
500,000
|
|
May 1-31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|
June 1-30, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
500,000
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
101
|
|
(1)
|
Incorporated herein by reference from the Exhibits to the Form 8-K as filed on June 26, 2017.
|
(2)
|
Incorporated herein by reference from the Exhibits to the Form S-1, Registration Statement and amendments thereto, initially filed on March 10, 2000, Registration No. 333-32146.
|
|
BERKSHIRE HILLS BANCORP, INC.
|
|
|
|
|
|
|
|
Dated: August 9, 2018
|
By:
|
/s/ Michael P. Daly
|
|
Michael P. Daly
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
Dated: August 9, 2018
|
By:
|
/s/ James M. Moses
|
|
James M. Moses
|
|
|
Senior Executive Vice President, Chief Financial Officer
|
1.
|
Two million (2,000,000) shares of Preferred Stock, par value one cent ($.01) per share (the “Preferred Stock”); and
|
2.
|
One hundred million (100,000,000) shares of Common Stock, par value one cent ($.01) per share (the “Common Stock”).
|
1.
|
The following definitions shall apply to this Section C of this Article FOURTH:
|
a.
|
“Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on the date of filing of this Certificate of Incorporation.
|
b.
|
“Beneficial ownership” shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or provision thereto, pursuant to said Rule 13d-3 as in effect on the date of filing of this Certificate of Incorporation; provided, however, that a person shall, in any event, also be deemed the “beneficial owner” of any Common Stock:
|
|
(1)
which such person or any of its affiliates beneficially owns, directly or indirectly; or
|
(2)
|
which such person or any of its affiliates has: (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract, or other arrangement with this Corporation to effect any transaction which is described in any one or more of clauses 1 through 5 of Section A of Article EIGHTH of this Certificate of Incorporation (“Article EIGHTH”)), or upon the exercise of conversion rights, exchange rights, warrants, or options or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of stockholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such person nor any such Affiliate is otherwise deemed the beneficial owner); or
|
(3)
|
which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates acts as a partnership, limited partnership, syndicate
|
c.
|
The “limit” shall mean 10% of the then-outstanding shares of Common Stock.
|
d.
|
A “person” shall include an individual, a firm, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities or any other entity.
|
2.
|
The Board of Directors shall have the power to construe and apply the provisions of this section and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with respect to: (i) the number of shares of Common Stock beneficially owned by any person; (ii) whether a person is an affiliate of another; (iii) whether a person has an agreement, arrangement, or understanding with another as to the matters referred to in the definition of beneficial ownership; (iv) the application of any other definition or operative provision of the section to the given facts; or (v) any other matter relating to the applicability or effect of this section.
|
5.
|
Except as otherwise provided by law or expressly provided in this Section C, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of this Section C) entitled to be cast by the holders of shares of capital stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders, and every reference in this Certificate of Incorporation to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for stockholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock.
|
|
6.
Any constructions, applications, or determinations made by the Board of Directors pursuant to this section in good faith and on the basis of such information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon the Corporation and its stockholders.
|
|
7.
In the event any provision (or portion thereof) of this Section C shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of this Corporation and its stockholders that each such remaining provision (or portion thereof) of this Section C remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, including stockholders owning an amount of stock over the Limit, notwithstanding any such finding.
|
1.
|
any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with: (i) any Interested Stockholder (as hereinafter defined); or (ii) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder; or
|
2.
|
any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder, or any Affiliate of any Interested Stockholder, of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) equaling or exceeding 25% or more of the combined assets of the Corporation and its Subsidiaries; or
|
3.
|
the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value (as hereinafter defined) equaling or exceeding 25% of the combined Fair Market Value of the outstanding common stock of the Corporation and its Subsidiaries, except for any issuance or transfer pursuant to an employee benefit plan of the Corporation or any Subsidiary thereof; or
|
4.
|
the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or
|
5.
|
any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder;
|
|
shall require the affirmative vote of the holders of at least 80% of the voting power of the then-outstanding shares of stock of the Corporation entitled to vote in the election of Directors (the “Voting Stock”) (after giving effect to the provisions of Article FOURTH), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or by any other provisions of this Certificate of Incorporation or any Preferred Stock Designation in any agreement with any national securities exchange or otherwise.
|
1.
|
The Business Combination shall have been approved by a majority of the Disinterested Directors (as hereinafter defined).
|
2.
|
All of the following conditions shall have been met:
|
a.
|
The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by the holders of Common Stock in such Business Combination shall at least be equal to the higher of the following:
|
|
(1)
(if applicable) the Highest Per Share Price (as hereinafter defined), including any brokerage commissions, transfer taxes and soliciting dealers’ fees, paid by the Interested Stockholder for any shares of such class of Voting Stock acquired by it: (i) within the two-year period immediately prior to the Announcement Date; or (ii) in the transaction in which it became an Interested Stockholder, whichever is higher; or
|
(2)
|
(if applicable) the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation; or
|
|
(3)
the Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher.
|
|
c.
The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of Voting Stock. If the Interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration to be received per share by holders of shares of such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by the Interested Stockholder. The price determined in accordance with subparagraph B.2 of this Article EIGHTH shall be subject to ap
|
|
d.
After such Interested Stockholder has become an Interested Stockholder and prior to the consummation of such Business Combination: (1) except as approved by a majority of the Disinterested Directors (as hereinafter defined), there shall have been no failure to declare and pay at the regular date therefor any full quarterly dividends (whether or not cumulative) on any outstanding stock having preference over the Common Stock as to dividends or liquidation; (2) there shall have been: (i) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by a majority of the Disinterested Directors; and (ii) an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure to so increase such annual rate is approved by a majority of the Disinterested Directors, and (3) neither such Interested Stockholder or any of its Affiliates shall have become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Stockholder becoming an Interested Stockholder.
|
e.
|
After such Interested Stockholder has become an Interested Stockholder, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided, directly or indirectly, by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.
|
f.
|
A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (or any subsequent provisions replacing such Act, and the rules or regulations thereunder) shall be mailed to stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).
|
|
C.
For the purposes of this Article EIGHTH:
|
1.
|
A “Person” shall include an individual, a firm, a group acting in concert, a corporation, a partnership, an association, a joint venture, a pool, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities or any other entity.
|
2.
|
“Interested Stockholder” shall mean any person (other than the Corporation or any Holding Company or Subsidiary thereof) who or which:
|
a.
|
is the beneficial owner, directly or indirectly, of more than 10% of the voting power of the outstanding Voting Stock; or
|
b.
|
is an Affiliate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding Voting Stock; or
|
c.
|
is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended.
|
3.
|
For purposes of this Article EIGHTH, “beneficial ownership” shall be determined in the manner provided in Article FOURTH hereof.
|
4.
|
“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date of filing of this Certificate of Incorporation.
|
5.
|
“Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 2 of this Section C, the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.
|
6.
|
“Disinterested Director” means any member of the Board of Directors who is unaffiliated with the Interested Stockholder and was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any Director who is thereafter chosen to fill any vacancy of the Board of Directors or who is elected and who, in either event, is unaffiliated with the Interested Stockholder and in connection with his or her initial assumption of office is recommended for appointment or election by a majority of Disinterested Directors then on the Board of Directors.
|
7.
|
“Fair Market Value” means:
|
a.
|
in the case of stock, the highest closing sales price of the stock during the 30-day period immediately preceding the date in question of a share of such stock on the National Association of Securities Dealers Automated Quotation System or any system then in use, or, if such stock is admitted to trading on a principal United States securities
|
b.
|
in the case of property other than cash or stock, the Fair Market Value of such property on the date in question as determined by the Board of Directors in good faith.
|
8.
|
Reference to “Highest Per Share Price” shall in each case with respect to any class of stock reflect an appropriate adjustment for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock.
|
9.
|
In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in Subparagraphs (a) and (b) of Paragraph 2 of Section B of this Article EIGHTH shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.
|
|
D.
A majority of the Disinterested Directors of the Corporation shall have the power and duty to determine for the purposes of this Article EIGHTH, on the basis of information known to them after reasonable inquiry: (a) whether a person is an Interested Stockholder; (b) the number of shares of Voting Stock beneficially owned by any person; (c) whether a person is an Affiliate or Associate of another; and (d) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has an aggregate Fair Market Value equaling or exceeding 25% of the combined Fair Market Value of the Common Stock of the Corporation and its Subsidiaries. A majority of the Disinterested Directors shall have the further power to interpret all of the terms and provisions of this Article EIGHTH.
|
|
5101 Wisconsin Avenue, N.W.
|
|
Washington, D.C. 20016
|
|
Joseph P. Daly
|
|
Incorporator
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Berkshire Hills 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 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 quarterly 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 registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weakness 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 9, 2018
|
/s/ Michael P. Daly
|
|
Michael P. Daly
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Berkshire Hills 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 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 quarterly 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 registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weakness 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 9, 2018
|
/s/ James M. Moses
|
|
James M. Moses
|
|
Senior Executive Vice President, Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
|
August 9, 2018
|
/s/ Michael P. Daly
|
|
Michael P. Daly
|
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
|
August 9, 2018
|
/s/ James M. Moses
|
|
James M. Moses
|
|
Senior Executive Vice President, Chief Financial Officer
|