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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1 –
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Item 2 –
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Item 3 –
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Item 4 –
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Item 1 –
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Item 1A –
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Item 2 –
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Item 3 –
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Item 4 –
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Item 5 –
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Item 6 –
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i.
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risks that the Company’s merger and acquisition transactions may disrupt current plans and operations and lead to difficulties in customer and employee retention, risks that the costs, fees, expenses and charges related to these transactions could be significantly higher than anticipated and risks that the expected revenues, cost savings, synergies and other benefits of these transactions might not be realized to the extent anticipated, within the anticipated timetables, or at all;
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ii.
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risks that funds obtained from capital raising activities will not be utilized efficiently or effectively;
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iii.
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a worsening of current economic conditions, as well as turmoil in the financial markets;
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iv.
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the credit risks of lending activities, which may be affected by deterioration in real estate markets and the financial condition of borrowers, may lead to increased loan and lease delinquencies, losses and nonperforming assets in our loan and lease portfolio, and may result in our allowance for loan and lease losses not being adequate to cover actual losses and require us to materially increase our loan and lease loss reserves;
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v.
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the quality, credit and composition of our securities portfolio;
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vi.
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changes in general economic conditions, either nationally or in our market areas, or in financial markets;
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vii.
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continuation of or changes in the historically low short-term interest rate environment, changes in the levels of general interest rates, volatility in the interest rate environment, the relative differences between short- and long-term interest rates, deposit interest rates, and our net interest margin and funding sources;
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viii.
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fluctuations in the demand for loans and leases, the number of unsold homes and other properties and fluctuations in commercial and residential real estate values in our market area;
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ix.
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results of examinations of us by regulatory authorities and the possibility that any such regulatory authority may, among other things, limit our business activities, require us to change our business mix, increase our allowance for loan and lease losses, write-down asset values, or increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits, any of which could adversely affect our liquidity and earnings;
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x.
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legislative or regulatory changes that adversely affect our business, including changes in regulatory capital or other rules and changes that could result from our growth to over $10 billion in total assets;
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xi.
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our ability to control operating costs and expenses;
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xii.
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staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges;
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xiii.
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errors in estimates of the fair values of certain of our assets, which may result in significant declines in valuation;
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xiv.
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the network and computer systems on which we depend could fail or experience a security breach;
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xv.
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our ability to attract and retain key members of our senior management team;
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xvi.
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costs and effects of litigation, including settlements and judgments;
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xvii.
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increased competitive pressures among financial services companies;
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xviii.
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changes in consumer spending, borrowing and saving habits;
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xix.
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adverse changes in the securities markets;
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xx.
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earthquake, fire or other natural disasters affecting the condition of real estate collateral;
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xxi.
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the availability of resources to address changes in laws, rules or regulations or to respond to regulatory actions;
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xxii.
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inability of key third-party providers to perform their obligations to us;
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xxiii.
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changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board or their application to our business, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;
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xxiv.
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war or terrorist activities; and
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xxv.
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other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described in this report and from time to time in other documents that we file with or furnish to the SEC, including, without limitation, the risks described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2015
.
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June 30,
2016 |
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December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
15,598
|
|
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$
|
15,051
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Interest-bearing deposits
|
256,134
|
|
|
141,073
|
|
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Total cash and cash equivalents
|
271,732
|
|
|
156,124
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|
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Time deposits in financial institutions
|
1,500
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|
|
1,500
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|
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Securities available-for-sale, at fair value
|
1,302,785
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|
833,596
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|
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Securities held-to-maturity, at amortized cost (fair value of $980,871 and $932,285 at June 30, 2016 and December 31, 2015, respectively)
|
962,282
|
|
|
962,203
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|
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Loans held-for-sale, carried at fair value
|
418,517
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379,155
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Loans held-for-sale, carried at lower of cost or fair value
|
475,265
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289,686
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Loans and leases receivable, net of allowance for loan and lease losses of $37,483 and $35,533 at June 30, 2016 and December 31, 2015, respectively
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6,198,632
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5,148,861
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Federal Home Loan Bank and other bank stock, at cost
|
81,115
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|
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59,069
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|
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Servicing rights, net ($52,567 and $49,939 measured at fair value at June 30, 2016 and December 31, 2015, respectively)
|
53,650
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50,727
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Other real estate owned, net
|
429
|
|
|
1,097
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|
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Premises, equipment, and capital leases, net
|
120,755
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|
|
111,539
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|
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Bank-owned life insurance
|
101,314
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100,171
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Goodwill
|
39,244
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|
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39,244
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Deferred income tax
|
7,270
|
|
|
11,341
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|
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Income tax receivable
|
5,904
|
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|
604
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|
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Other intangible assets, net
|
16,514
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|
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19,158
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Receivable on unsettled securities sales
|
10,049
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|
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—
|
|
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Other assets
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90,705
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|
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71,480
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Total Assets
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$
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10,157,662
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$
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8,235,555
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
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||||
Noninterest-bearing deposits
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$
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1,093,686
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$
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1,121,124
|
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Interest-bearing deposits
|
6,835,270
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5,181,961
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Total deposits
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7,928,956
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6,303,085
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Advances from Federal Home Loan Bank
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930,000
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930,000
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Long term debt, net
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177,743
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261,876
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Reserve for loss on repurchased loans
|
10,438
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9,700
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|
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Income taxes payable
|
—
|
|
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1,241
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|
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Due on unsettled securities purchases
|
89,500
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|
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—
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|
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Accrued expenses and other liabilities
|
81,141
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77,248
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|
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Total liabilities
|
9,217,778
|
|
|
7,583,150
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|
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Commitments and contingent liabilities
|
|
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||||
Preferred stock
|
269,071
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190,750
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Common stock, $0.01 par value per share, 446,863,844 shares authorized; 51,077,371 shares issued and 49,478,348 shares outstanding at June 30, 2016; 39,601,290 shares issued and 38,002,267 shares outstanding at December 31, 2015
|
510
|
|
|
395
|
|
||
Class B non-voting non-convertible common stock, $0.01 par value per share, 3,136,156 shares authorized; 161,841 shares issued and outstanding at June 30, 2016 and 37,355 shares issued and outstanding December 31, 2015
|
2
|
|
|
1
|
|
||
Additional paid-in capital
|
608,303
|
|
|
429,790
|
|
||
Retained earnings
|
88,385
|
|
|
63,534
|
|
||
Treasury stock, at cost (1,599,023 shares at June 30, 2016 and at December 31, 2015)
|
(29,070
|
)
|
|
(29,070
|
)
|
||
Accumulated other comprehensive income (loss), net
|
2,683
|
|
|
(2,995
|
)
|
||
Total stockholders’ equity
|
939,884
|
|
|
652,405
|
|
||
Total liabilities and stockholders’ equity
|
$
|
10,157,662
|
|
|
$
|
8,235,555
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest and dividend income
|
|
|
|
|
|
|
|
||||||||
Loans and leases, including fees
|
$
|
73,743
|
|
|
$
|
60,699
|
|
|
$
|
140,887
|
|
|
$
|
118,854
|
|
Securities
|
19,393
|
|
|
2,119
|
|
|
35,440
|
|
|
4,046
|
|
||||
Dividends and other interest-earning assets
|
1,504
|
|
|
2,026
|
|
|
2,553
|
|
|
2,724
|
|
||||
Total interest and dividend income
|
94,640
|
|
|
64,844
|
|
|
178,880
|
|
|
125,624
|
|
||||
Interest expense
|
|
|
|
|
|
|
|
||||||||
Deposits
|
8,385
|
|
|
6,165
|
|
|
16,492
|
|
|
12,526
|
|
||||
Federal Home Loan Bank advances
|
1,966
|
|
|
290
|
|
|
3,228
|
|
|
643
|
|
||||
Securities sold under repurchase agreements
|
389
|
|
|
—
|
|
|
549
|
|
|
—
|
|
||||
Long term debt and other interest-bearing liabilities
|
2,863
|
|
|
4,285
|
|
|
7,157
|
|
|
6,354
|
|
||||
Total interest expense
|
13,603
|
|
|
10,740
|
|
|
27,426
|
|
|
19,523
|
|
||||
Net interest income
|
81,037
|
|
|
54,104
|
|
|
151,454
|
|
|
106,101
|
|
||||
Provision for loan and lease losses
|
1,769
|
|
|
5,474
|
|
|
2,090
|
|
|
5,474
|
|
||||
Net interest income after provision for loan and lease losses
|
79,268
|
|
|
48,630
|
|
|
149,364
|
|
|
100,627
|
|
||||
Noninterest income
|
|
|
|
|
|
|
|
||||||||
Customer service fees
|
1,173
|
|
|
1,072
|
|
|
2,021
|
|
|
1,982
|
|
||||
Loan servicing income (loss)
|
(3,347
|
)
|
|
2,007
|
|
|
(8,635
|
)
|
|
1,565
|
|
||||
Income from bank owned life insurance
|
580
|
|
|
47
|
|
|
1,143
|
|
|
106
|
|
||||
Net gain (loss) on sale of securities available-for-sale
|
12,824
|
|
|
—
|
|
|
29,613
|
|
|
(2
|
)
|
||||
Net gain on sale of loans
|
2,147
|
|
|
7,838
|
|
|
4,342
|
|
|
12,310
|
|
||||
Net revenue on mortgage banking activities
|
43,795
|
|
|
39,403
|
|
|
77,479
|
|
|
77,336
|
|
||||
Advisory service fees
|
510
|
|
|
4,435
|
|
|
1,507
|
|
|
5,632
|
|
||||
Loan brokerage income
|
759
|
|
|
661
|
|
|
1,633
|
|
|
1,802
|
|
||||
Gain on sale of building
|
—
|
|
|
9,919
|
|
|
—
|
|
|
9,919
|
|
||||
Gain on sale of a subsidiary
|
3,694
|
|
|
—
|
|
|
3,694
|
|
|
—
|
|
||||
Other income
|
3,469
|
|
|
1,311
|
|
|
4,766
|
|
|
2,023
|
|
||||
Total noninterest income
|
65,604
|
|
|
66,693
|
|
|
117,563
|
|
|
112,673
|
|
||||
Noninterest expense
|
|
|
|
|
|
|
|
||||||||
Salaries and employee benefits
|
61,022
|
|
|
56,120
|
|
|
118,205
|
|
|
105,891
|
|
||||
Occupancy and equipment
|
11,943
|
|
|
10,325
|
|
|
23,683
|
|
|
20,096
|
|
||||
Professional fees
|
6,763
|
|
|
6,689
|
|
|
12,975
|
|
|
10,124
|
|
||||
Outside service fees
|
3,186
|
|
|
1,729
|
|
|
6,249
|
|
|
3,056
|
|
||||
Data processing
|
2,838
|
|
|
2,075
|
|
|
5,032
|
|
|
3,910
|
|
||||
Advertising
|
2,406
|
|
|
1,252
|
|
|
4,233
|
|
|
2,164
|
|
||||
Regulatory assessments
|
1,879
|
|
|
1,376
|
|
|
3,615
|
|
|
2,730
|
|
||||
Provision (reversal) for loan repurchases
|
(141
|
)
|
|
999
|
|
|
(500
|
)
|
|
1,844
|
|
||||
Amortization of intangible assets
|
1,322
|
|
|
1,545
|
|
|
2,644
|
|
|
3,089
|
|
||||
Impairment on intangible assets
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
||||
All other expense
|
8,857
|
|
|
5,552
|
|
|
13,039
|
|
|
10,637
|
|
||||
Total noninterest expense
|
100,075
|
|
|
87,920
|
|
|
189,175
|
|
|
163,799
|
|
||||
Income before income taxes
|
44,797
|
|
|
27,403
|
|
|
77,752
|
|
|
49,501
|
|
||||
Income tax expense
|
18,269
|
|
|
11,479
|
|
|
31,537
|
|
|
21,003
|
|
||||
Net income
|
26,528
|
|
|
15,924
|
|
|
46,215
|
|
|
28,498
|
|
||||
Preferred stock dividends
|
5,114
|
|
|
2,843
|
|
|
9,689
|
|
|
3,753
|
|
||||
Net income available to common stockholders
|
$
|
21,414
|
|
|
$
|
13,081
|
|
|
$
|
36,526
|
|
|
$
|
24,745
|
|
Basic earnings per common share
|
$
|
0.44
|
|
|
$
|
0.33
|
|
|
$
|
0.81
|
|
|
$
|
0.62
|
|
Diluted earnings per common share
|
$
|
0.43
|
|
|
$
|
0.32
|
|
|
$
|
0.79
|
|
|
$
|
0.62
|
|
Basic earnings per class B common share
|
$
|
0.44
|
|
|
$
|
0.33
|
|
|
$
|
0.81
|
|
|
$
|
0.62
|
|
Diluted earnings per class B common share
|
$
|
0.44
|
|
|
$
|
0.33
|
|
|
$
|
0.81
|
|
|
$
|
0.62
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
26,528
|
|
|
$
|
15,924
|
|
|
$
|
46,215
|
|
|
$
|
28,498
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) arising during the period
|
7,442
|
|
|
(1,982
|
)
|
|
23,280
|
|
|
(54
|
)
|
||||
Reclassification adjustment for (gain) loss included in net income
|
(7,594
|
)
|
|
—
|
|
|
(17,602
|
)
|
|
1
|
|
||||
Total change in unrealized gain (loss) on securities available-for-sale
|
(152
|
)
|
|
(1,982
|
)
|
|
5,678
|
|
|
(53
|
)
|
||||
Unrealized gain on cash flow hedge:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain arising during the period
|
—
|
|
|
336
|
|
|
—
|
|
|
232
|
|
||||
Reclassification adjustment for gain included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total change in unrealized gain on cash flow hedge
|
—
|
|
|
336
|
|
|
—
|
|
|
232
|
|
||||
Total change in other comprehensive income
|
(152
|
)
|
|
(1,646
|
)
|
|
5,678
|
|
|
179
|
|
||||
Comprehensive income
|
$
|
26,376
|
|
|
$
|
14,278
|
|
|
$
|
51,893
|
|
|
$
|
28,677
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-
in Capital
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
||||||||||||||||||
|
|
Voting
|
|
Class B
Non-Voting
|
|
|
|
|
|
Total
|
|||||||||||||||||||||
Balance at December 31, 2014
|
$
|
79,877
|
|
|
$
|
358
|
|
|
$
|
6
|
|
|
$
|
422,910
|
|
|
$
|
29,589
|
|
|
$
|
(29,798
|
)
|
|
$
|
373
|
|
|
$
|
503,315
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,498
|
|
|
—
|
|
|
—
|
|
|
28,498
|
|
||||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
179
|
|
||||||||
Issuance of common stock
|
—
|
|
|
15
|
|
|
(6
|
)
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of preferred stock
|
110,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,873
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(263
|
)
|
|
—
|
|
|
728
|
|
|
—
|
|
|
465
|
|
||||||||
Stock option compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
||||||||
Restricted stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
4,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,038
|
|
||||||||
Stock appreciation right expense
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
||||||||
Restricted stock surrendered due to employee tax liability
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1,441
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,442
|
)
|
||||||||
Tax effect from stock compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135
|
|
||||||||
Shares purchased under the Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock appreciation right dividend equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(346
|
)
|
|
—
|
|
|
—
|
|
|
(346
|
)
|
||||||||
Dividends declared ($0.24 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,399
|
)
|
|
—
|
|
|
—
|
|
|
(8,399
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,753
|
)
|
|
—
|
|
|
—
|
|
|
(3,753
|
)
|
||||||||
Balance at June 30, 2015
|
$
|
190,750
|
|
|
$
|
372
|
|
|
$
|
—
|
|
|
$
|
425,784
|
|
|
$
|
45,494
|
|
|
$
|
(29,070
|
)
|
|
$
|
552
|
|
|
$
|
633,882
|
|
Balance at December 31, 2015
|
$
|
190,750
|
|
|
$
|
395
|
|
|
$
|
1
|
|
|
$
|
429,790
|
|
|
$
|
63,534
|
|
|
$
|
(29,070
|
)
|
|
$
|
(2,995
|
)
|
|
$
|
652,405
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,215
|
|
|
—
|
|
|
—
|
|
|
46,215
|
|
||||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,678
|
|
|
5,678
|
|
||||||||
Issuance of common stock
|
—
|
|
|
117
|
|
|
1
|
|
|
174,976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,094
|
|
||||||||
Issuance of preferred stock
|
120,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,255
|
|
||||||||
Repayment of preferred stock
|
(41,934
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(42,000
|
)
|
||||||||
Cash settlement of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(359
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(359
|
)
|
||||||||
Stock option compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
||||||||
Restricted stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
5,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,394
|
|
||||||||
Stock appreciation right expense
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||||
Restricted stock surrendered due to employee tax liability
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(3,386
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,388
|
)
|
||||||||
Tax effect from stock compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
1,468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,468
|
|
||||||||
Shares purchased under the Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||||
Stock appreciation right dividend equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(372
|
)
|
|
—
|
|
|
—
|
|
|
(372
|
)
|
||||||||
Dividends declared ($0.24 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,124
|
)
|
|
—
|
|
|
—
|
|
|
(11,124
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,689
|
)
|
|
—
|
|
|
—
|
|
|
(9,689
|
)
|
||||||||
Balance at June 30, 2016
|
$
|
269,071
|
|
|
$
|
510
|
|
|
$
|
2
|
|
|
$
|
608,303
|
|
|
$
|
88,385
|
|
|
$
|
(29,070
|
)
|
|
$
|
2,683
|
|
|
$
|
939,884
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
46,215
|
|
|
$
|
28,498
|
|
Adjustments to reconcile net income to net cash used in operating activities
|
|
|
|
||||
Provision for loan and lease losses
|
2,090
|
|
|
5,474
|
|
||
Provision (reversal) for loan repurchases
|
(500
|
)
|
|
1,844
|
|
||
Net revenue on mortgage banking activities
|
(77,479
|
)
|
|
(77,336
|
)
|
||
Net gain on sale of loans
|
(4,342
|
)
|
|
(12,310
|
)
|
||
Net amortization of premiums and discounts on securities
|
709
|
|
|
618
|
|
||
Depreciation on premises and equipment
|
5,664
|
|
|
4,374
|
|
||
Amortization of intangibles
|
2,644
|
|
|
3,089
|
|
||
Amortization of debt issuance cost
|
363
|
|
|
546
|
|
||
Stock option compensation expense
|
297
|
|
|
247
|
|
||
Stock award compensation expense
|
5,394
|
|
|
4,038
|
|
||
Stock appreciation right expense
|
15
|
|
|
72
|
|
||
Bank owned life insurance income
|
(1,143
|
)
|
|
(106
|
)
|
||
Impairment on intangible assets
|
—
|
|
|
258
|
|
||
Debt redemption costs
|
2,737
|
|
|
—
|
|
||
Net (gain) loss on sale of securities available-for-sale
|
(29,613
|
)
|
|
2
|
|
||
Gain on sale of building
|
—
|
|
|
(9,919
|
)
|
||
Gain on sale of a subsidiary
|
(3,694
|
)
|
|
—
|
|
||
Gain on sale of mortgage servicing rights
|
(2
|
)
|
|
—
|
|
||
Gain on sale of other real estate owned
|
(44
|
)
|
|
(23
|
)
|
||
Deferred income tax expense
|
1,456
|
|
|
4,293
|
|
||
Loss on sale or disposal of property and equipment
|
5
|
|
|
—
|
|
||
Loss from change of fair value and runoff on mortgage servicing rights
|
18,717
|
|
|
3,134
|
|
||
Increase in valuation allowances on other real estate owned
|
9
|
|
|
22
|
|
||
Repurchase of mortgage loans
|
(18,648
|
)
|
|
(6,908
|
)
|
||
Originations of loans held-for-sale from mortgage banking
|
(2,301,125
|
)
|
|
(2,276,490
|
)
|
||
Originations of other loans held-for-sale
|
(383,841
|
)
|
|
(381,767
|
)
|
||
Proceeds from sales of and principal collected on loans held-for-sale from mortgage banking
|
2,348,055
|
|
|
2,195,821
|
|
||
Proceeds from sales of and principal collected on other loans held-for-sale
|
206,085
|
|
|
452,535
|
|
||
Change in deferred loan fees
|
(379
|
)
|
|
(808
|
)
|
||
Net amortization of premiums and discounts on purchased loans
|
(21,096
|
)
|
|
(13,967
|
)
|
||
Change in accrued interest receivable
|
(5,295
|
)
|
|
238
|
|
||
Change in other assets
|
(30,153
|
)
|
|
(1,515
|
)
|
||
Change in accrued interest payable and other liabilities
|
922
|
|
|
10,868
|
|
||
Net cash used in operating activities
|
(235,977
|
)
|
|
(65,178
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sales of securities available-for-sale
|
3,551,453
|
|
|
174
|
|
||
Proceeds from maturities and calls of securities available-for-sale
|
—
|
|
|
687
|
|
||
Proceeds from principal repayments of securities available-for-sale
|
47,167
|
|
|
54,096
|
|
||
Purchases of securities available-for-sale
|
(3,949,717
|
)
|
|
(197,258
|
)
|
||
Purchases of securities held-to-maturity
|
—
|
|
|
(53,419
|
)
|
||
Proceeds from sale of a subsidiary
|
259
|
|
|
—
|
|
||
Loan and lease originations and principal collections, net
|
(939,348
|
)
|
|
(173,082
|
)
|
||
Purchase of loans and leases
|
(156,258
|
)
|
|
(131,532
|
)
|
||
Redemption of Federal Home Loan Bank stock
|
5,690
|
|
|
16,913
|
|
||
Purchase of Federal Home Loan Bank and other bank stock
|
(27,774
|
)
|
|
(8,859
|
)
|
||
Proceeds from sale of loans
|
62,927
|
|
|
313,746
|
|
||
Proceeds from sale of other real estate owned
|
1,007
|
|
|
908
|
|
||
Proceeds from sale of mortgage servicing rights
|
5
|
|
|
3,089
|
|
||
Proceeds from sale of premises and equipment
|
—
|
|
|
52,250
|
|
||
Additions to premises and equipment
|
(15,458
|
)
|
|
(3,815
|
)
|
||
Payments of capital lease obligations
|
(473
|
)
|
|
(469
|
)
|
||
Net cash used in investing activities
|
(1,420,520
|
)
|
|
(126,571
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net increase in deposits
|
1,625,871
|
|
|
433,179
|
|
||
Net increase (decrease) in short-term Federal Home Loan Bank advances
|
50,000
|
|
|
(318,000
|
)
|
||
Repayment of long-term Federal Home Loan Bank advances
|
(50,000
|
)
|
|
(115,000
|
)
|
||
Proceeds from long-term Federal Home Loan Bank advances
|
—
|
|
|
150,000
|
|
||
Net proceeds from issuance of common stock
|
175,094
|
|
|
—
|
|
||
Net proceeds from issuance of preferred stock
|
120,255
|
|
|
110,873
|
|
||
Redemption of preferred stock
|
(42,000
|
)
|
|
—
|
|
||
Net proceeds from issuance of long term debt
|
—
|
|
|
172,304
|
|
||
Payment of amortizing debt
|
(2,492
|
)
|
|
(2,314
|
)
|
||
Redemption of long term debt
|
(84,750
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
—
|
|
|
465
|
|
||
Cash settlement of stock options
|
(359
|
)
|
|
—
|
|
||
Dividend equivalents paid on stock appreciation rights
|
(370
|
)
|
|
(343
|
)
|
||
Dividends paid on preferred stock
|
(9,405
|
)
|
|
(3,385
|
)
|
||
Dividends paid on common stock
|
(9,739
|
)
|
|
(8,239
|
)
|
||
Net cash provided by financing activities
|
1,772,105
|
|
|
419,540
|
|
||
Net change in cash and cash equivalents
|
115,608
|
|
|
227,791
|
|
||
Cash and cash equivalents at beginning of period
|
156,124
|
|
|
231,199
|
|
||
Cash and cash equivalents at end of period
|
$
|
271,732
|
|
|
$
|
458,990
|
|
Supplemental cash flow information
|
|
|
|
||||
Interest paid on deposits and borrowed funds
|
$
|
26,457
|
|
|
$
|
21,686
|
|
Income taxes paid
|
36,404
|
|
|
19,502
|
|
||
Income taxes refunds received
|
1
|
|
|
158
|
|
||
Supplemental disclosure of non-cash activities
|
|
|
|
||||
Transfer from loans to other real estate owned, net
|
304
|
|
|
534
|
|
||
Transfer of loans held-for-investment to loans held-for-sale, net of transfer of $0 from allowance for loan and lease losses for the six months ended June 30, 2016 and 2015
|
61,410
|
|
|
43,667
|
|
||
Transfer of loans held-for-sale to loans held-for-investment
|
7,155
|
|
|
476,901
|
|
||
Equipment acquired under capital leases
|
16
|
|
|
34
|
|
||
Non-cash consideration received from sale of a subsidiary
|
2,896
|
|
|
—
|
|
||
Receivable on unsettled securities sales
|
10,049
|
|
|
—
|
|
||
Due on unsettled securities purchases
|
89,500
|
|
|
—
|
|
•
|
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
|
•
|
Level 2: Significant observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
|
|
|
|
Fair Value Measurement Level
|
||||||||||||
|
Carrying
Value
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(In thousands)
|
||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
SBA loan pools securities
|
$
|
1,416
|
|
|
$
|
—
|
|
|
$
|
1,416
|
|
|
$
|
—
|
|
Private label residential mortgage-backed securities
|
1,453
|
|
|
—
|
|
|
1,453
|
|
|
—
|
|
||||
Corporate bonds
|
60,113
|
|
|
—
|
|
|
60,113
|
|
|
—
|
|
||||
Collateralized loan obligation
|
942,706
|
|
|
—
|
|
|
942,706
|
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
11,398
|
|
|
—
|
|
|
11,398
|
|
|
—
|
|
||||
Agency mortgage-backed securities
|
285,699
|
|
|
—
|
|
|
285,699
|
|
|
—
|
|
||||
Loans held-for-sale
|
418,517
|
|
|
—
|
|
|
384,266
|
|
|
34,251
|
|
||||
Derivative assets
(1)
|
15,679
|
|
|
—
|
|
|
15,679
|
|
|
—
|
|
||||
Mortgage servicing rights
(2)
|
52,567
|
|
|
—
|
|
|
—
|
|
|
52,567
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
(3)
|
8,413
|
|
|
—
|
|
|
8,413
|
|
|
—
|
|
||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
SBA loan pools securities
|
$
|
1,504
|
|
|
$
|
—
|
|
|
$
|
1,504
|
|
|
$
|
—
|
|
Private label residential mortgage-backed securities
|
1,768
|
|
|
—
|
|
|
1,768
|
|
|
—
|
|
||||
Corporate bonds
|
26,152
|
|
|
—
|
|
|
26,152
|
|
|
—
|
|
||||
Collateralized loan obligation
|
111,468
|
|
|
—
|
|
|
111,468
|
|
|
—
|
|
||||
Agency mortgage-backed securities
|
692,704
|
|
|
—
|
|
|
692,704
|
|
|
—
|
|
||||
Loans held-for-sale
|
379,155
|
|
|
—
|
|
|
360,864
|
|
|
18,291
|
|
||||
Derivative assets
(1)
|
9,042
|
|
|
—
|
|
|
9,042
|
|
|
—
|
|
||||
Mortgage servicing rights
(2)
|
49,939
|
|
|
—
|
|
|
—
|
|
|
49,939
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
(3)
|
1,067
|
|
|
—
|
|
|
1,067
|
|
|
—
|
|
(1)
|
Included in Other Assets on the Consolidated Statements of Financial Condition
|
(2)
|
Included in Servicing Rights, Net on the Consolidated Statements of Financial Condition
|
(3)
|
Included in Accrued Expenses and Other Liabilities on the Consolidated Statements of Financial Condition
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Mortgage servicing rights
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
48,370
|
|
|
$
|
21,165
|
|
|
$
|
49,939
|
|
|
$
|
19,082
|
|
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
|
|
||||||||
Included in earnings—fair value adjustment
|
(5,831
|
)
|
|
1,538
|
|
|
(14,032
|
)
|
|
1,010
|
|
||||
Additions
|
12,766
|
|
|
13,699
|
|
|
21,348
|
|
|
23,891
|
|
||||
Sales, paydowns, and other
|
(2,738
|
)
|
|
(2,204
|
)
|
|
(4,688
|
)
|
|
(9,785
|
)
|
||||
Balance at end of period
|
$
|
52,567
|
|
|
$
|
34,198
|
|
|
$
|
52,567
|
|
|
$
|
34,198
|
|
Loans Repurchased from Ginnie Mae Loan Pools
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period
|
$
|
26,580
|
|
|
$
|
—
|
|
|
$
|
18,291
|
|
|
$
|
—
|
|
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
|
|
||||||||
Included in earnings—fair value adjustment
|
95
|
|
|
—
|
|
|
142
|
|
|
—
|
|
||||
Additions
|
11,277
|
|
|
—
|
|
|
21,103
|
|
|
—
|
|
||||
Sales, settlements, and other
|
(3,701
|
)
|
|
—
|
|
|
(5,285
|
)
|
|
—
|
|
||||
Balance at end of period
|
$
|
34,251
|
|
|
$
|
—
|
|
|
$
|
34,251
|
|
|
$
|
—
|
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range (Weighted Average)
|
||
|
($ in thousands)
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||
Mortgage servicing rights
|
$
|
52,567
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
9.00% to 14.50% (10.29%)
|
|
|
|
|
|
Prepayment rate
|
|
6.01% to 40.52% (17.01%)
|
||
December 31, 2015
|
|
|
|
|
|
|
|
||
Mortgage servicing rights
|
$
|
49,939
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
9.00% to 18.00% (9.75%)
|
|
|
|
|
|
Prepayment rate
|
|
6.07% to 35.01% (11.81%)
|
|
|
|
Fair Value Measurement Level
|
||||||||||||
|
Carrying
Value |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
(In thousands)
|
||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
$
|
10,431
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,431
|
|
Other real estate owned:
|
|
|
|
|
|
|
|
||||||||
Single family residential
|
429
|
|
|
—
|
|
|
—
|
|
|
429
|
|
||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
$
|
3,585
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,585
|
|
Commercial and industrial
|
1,073
|
|
|
—
|
|
|
—
|
|
|
1,073
|
|
||||
Other real estate owned:
|
|
|
|
|
|
|
|
||||||||
Single family residential
|
1,097
|
|
|
—
|
|
|
—
|
|
|
1,097
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Impaired loans:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
$
|
(149
|
)
|
|
$
|
—
|
|
|
$
|
(149
|
)
|
|
$
|
—
|
|
Other real estate owned:
|
|
|
|
|
|
|
|
||||||||
Single family residential
|
(2
|
)
|
|
6
|
|
|
35
|
|
|
1
|
|
|
Carrying
|
|
Fair Value Measurement Level
|
||||||||||||||||
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
|
(In thousands)
|
||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
271,732
|
|
|
$
|
271,732
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
271,732
|
|
Time deposits in financial institutions
|
1,500
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|||||
Securities available-for-sale
|
1,302,785
|
|
|
—
|
|
|
1,302,785
|
|
|
—
|
|
|
1,302,785
|
|
|||||
Securities held-to-maturity
|
962,282
|
|
|
—
|
|
|
980,871
|
|
|
—
|
|
|
980,871
|
|
|||||
Federal Home Loan Bank and other bank stock
|
81,115
|
|
|
—
|
|
|
81,115
|
|
|
—
|
|
|
81,115
|
|
|||||
Loans held-for-sale
|
893,782
|
|
|
—
|
|
|
869,459
|
|
|
34,251
|
|
|
903,710
|
|
|||||
Loans and leases receivable, net of ALLL
|
6,198,632
|
|
|
—
|
|
|
—
|
|
|
6,370,177
|
|
|
6,370,177
|
|
|||||
Accrued interest receivable
|
28,095
|
|
|
28,095
|
|
|
—
|
|
|
—
|
|
|
28,095
|
|
|||||
Derivative assets
|
15,679
|
|
|
—
|
|
|
15,679
|
|
|
—
|
|
|
15,679
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
7,928,956
|
|
|
—
|
|
|
—
|
|
|
7,818,605
|
|
|
7,818,605
|
|
|||||
Advances from Federal Home Loan Bank
|
930,000
|
|
|
—
|
|
|
931,168
|
|
|
—
|
|
|
931,168
|
|
|||||
Long term debt
|
177,743
|
|
|
—
|
|
|
181,933
|
|
|
—
|
|
|
181,933
|
|
|||||
Derivative liabilities
|
8,413
|
|
|
—
|
|
|
8,413
|
|
|
—
|
|
|
8,413
|
|
|||||
Accrued interest payable
|
3,265
|
|
|
3,265
|
|
|
—
|
|
|
—
|
|
|
3,265
|
|
|||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
156,124
|
|
|
$
|
156,124
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156,124
|
|
Time deposits in financial institutions
|
1,500
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|||||
Securities available-for-sale
|
833,596
|
|
|
—
|
|
|
833,596
|
|
|
—
|
|
|
833,596
|
|
|||||
Securities held-to-maturity
|
962,203
|
|
|
—
|
|
|
932,285
|
|
|
—
|
|
|
932,285
|
|
|||||
Federal Home Loan Bank and other bank stock
|
59,069
|
|
|
—
|
|
|
59,069
|
|
|
—
|
|
|
59,069
|
|
|||||
Loans held-for-sale
|
668,841
|
|
|
—
|
|
|
654,559
|
|
|
18,291
|
|
|
672,850
|
|
|||||
Loans and leases receivable, net of ALLL
|
5,148,861
|
|
|
—
|
|
|
—
|
|
|
5,244,251
|
|
|
5,244,251
|
|
|||||
Accrued interest receivable
|
22,800
|
|
|
22,800
|
|
|
—
|
|
|
—
|
|
|
22,800
|
|
|||||
Derivative assets
|
9,042
|
|
|
—
|
|
|
9,042
|
|
|
—
|
|
|
9,042
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
6,303,085
|
|
|
—
|
|
|
—
|
|
|
6,010,606
|
|
|
6,010,606
|
|
|||||
Advances from Federal Home Loan Bank
|
930,000
|
|
|
—
|
|
|
929,727
|
|
|
—
|
|
|
929,727
|
|
|||||
Long term debt
|
261,876
|
|
|
—
|
|
|
264,269
|
|
|
—
|
|
|
264,269
|
|
|||||
Derivative liabilities
|
1,067
|
|
|
—
|
|
|
1,067
|
|
|
—
|
|
|
1,067
|
|
|||||
Accrued interest payable
|
4,234
|
|
|
4,234
|
|
|
—
|
|
|
—
|
|
|
4,234
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
239,675
|
|
|
$
|
10,101
|
|
|
$
|
(572
|
)
|
|
$
|
249,204
|
|
Collateralized loan obligations
|
416,322
|
|
|
—
|
|
|
(6,692
|
)
|
|
409,630
|
|
||||
Commercial mortgage-backed securities
|
306,285
|
|
|
16,026
|
|
|
(274
|
)
|
|
322,037
|
|
||||
Total securities held-to-maturity
|
$
|
962,282
|
|
|
$
|
26,127
|
|
|
$
|
(7,538
|
)
|
|
$
|
980,871
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
$
|
1,363
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
1,416
|
|
Private label residential mortgage-backed securities
|
1,452
|
|
|
4
|
|
|
(3
|
)
|
|
1,453
|
|
||||
Corporate bonds
|
60,167
|
|
|
285
|
|
|
(339
|
)
|
|
60,113
|
|
||||
Collateralized loan obligation
|
939,215
|
|
|
4,430
|
|
|
(939
|
)
|
|
942,706
|
|
||||
Commercial mortgage-backed securities
|
11,186
|
|
|
212
|
|
|
—
|
|
|
11,398
|
|
||||
Agency mortgage-backed securities
|
284,813
|
|
|
1,081
|
|
|
(195
|
)
|
|
285,699
|
|
||||
Total securities available-for-sale
|
$
|
1,298,196
|
|
|
$
|
6,065
|
|
|
$
|
(1,476
|
)
|
|
$
|
1,302,785
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
239,274
|
|
|
$
|
255
|
|
|
$
|
(20,946
|
)
|
|
$
|
218,583
|
|
Collateralized loan obligations
|
416,284
|
|
|
—
|
|
|
(5,077
|
)
|
|
411,207
|
|
||||
Commercial mortgage-backed securities
|
306,645
|
|
|
41
|
|
|
(4,191
|
)
|
|
302,495
|
|
||||
Total securities held-to-maturity
|
$
|
962,203
|
|
|
$
|
296
|
|
|
$
|
(30,214
|
)
|
|
$
|
932,285
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
$
|
1,485
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
1,504
|
|
Private label residential mortgage-backed securities
|
1,755
|
|
|
14
|
|
|
(1
|
)
|
|
1,768
|
|
||||
Corporate bonds
|
26,657
|
|
|
—
|
|
|
(505
|
)
|
|
26,152
|
|
||||
Collateralized loan obligations
|
111,719
|
|
|
31
|
|
|
(282
|
)
|
|
111,468
|
|
||||
Agency mortgage-backed securities
|
697,152
|
|
|
134
|
|
|
(4,582
|
)
|
|
692,704
|
|
||||
Total securities available-for-sale
|
$
|
838,768
|
|
|
$
|
198
|
|
|
$
|
(5,370
|
)
|
|
$
|
833,596
|
|
|
June 30, 2016
|
||||||||||||||
Securities Held-To-Maturity
|
|
Securities Available-For-Sale
|
|||||||||||||
Amortized
Cost |
|
Fair
Value |
|
Amortized
Cost
|
|
Fair
Value |
|||||||||
|
(In thousands)
|
||||||||||||||
Maturity:
|
|
|
|
|
|
|
|
||||||||
Within one year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
One to five years
|
15,000
|
|
|
14,850
|
|
|
23,000
|
|
|
23,088
|
|
||||
Five to ten years
|
224,675
|
|
|
234,354
|
|
|
32,166
|
|
|
31,913
|
|
||||
Greater than ten years
|
—
|
|
|
—
|
|
|
5,000
|
|
|
5,113
|
|
||||
Collateralized loan obligations, SBA loan pool, private label residential mortgage-backed, commercial mortgage-backed, and agency mortgage-backed securities
|
722,607
|
|
|
731,667
|
|
|
1,238,030
|
|
|
1,242,671
|
|
||||
Total
|
$
|
962,282
|
|
|
$
|
980,871
|
|
|
$
|
1,298,196
|
|
|
$
|
1,302,785
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
(In thousands)
|
||||||||||||||
Gross realized gains on sales and calls of securities available-for-sale
|
$
|
12,825
|
|
|
$
|
—
|
|
|
$
|
29,618
|
|
|
$
|
—
|
|
Gross realized losses on sales and calls of securities available-for-sale
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
||||
Net realized gains (losses) on sales and calls of securities available-for-sale
|
$
|
12,825
|
|
|
$
|
—
|
|
|
$
|
29,613
|
|
|
$
|
(2
|
)
|
Proceeds from sales and calls of securities available-for-sale
|
$
|
1,304,032
|
|
|
$
|
—
|
|
|
$
|
3,551,453
|
|
|
$
|
174
|
|
Tax expense (benefit) on sales and calls of securities available-for-sale
|
$
|
5,231
|
|
|
$
|
—
|
|
|
$
|
12,011
|
|
|
$
|
(1
|
)
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
49,682
|
|
|
$
|
(490
|
)
|
|
$
|
5,300
|
|
|
$
|
(82
|
)
|
|
$
|
54,982
|
|
|
$
|
(572
|
)
|
Collateralized loan obligation
|
409,630
|
|
|
(6,692
|
)
|
|
—
|
|
|
—
|
|
|
409,630
|
|
|
(6,692
|
)
|
||||||
Commercial mortgage-backed securities
|
19,771
|
|
|
(274
|
)
|
|
—
|
|
|
—
|
|
|
19,771
|
|
|
(274
|
)
|
||||||
Total securities held-to-maturity
|
$
|
479,083
|
|
|
$
|
(7,456
|
)
|
|
$
|
5,300
|
|
|
$
|
(82
|
)
|
|
$
|
484,383
|
|
|
$
|
(7,538
|
)
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private label residential mortgage-backed securities
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
317
|
|
|
$
|
(3
|
)
|
|
$
|
442
|
|
|
$
|
(3
|
)
|
Corporate bonds
|
13,828
|
|
|
(339
|
)
|
|
—
|
|
|
—
|
|
|
13,828
|
|
|
(339
|
)
|
||||||
Collateralized loan obligations
|
229,478
|
|
|
(939
|
)
|
|
—
|
|
|
—
|
|
|
229,478
|
|
|
(939
|
)
|
||||||
Agency mortgage-backed securities
|
121,499
|
|
|
(175
|
)
|
|
2,407
|
|
|
(20
|
)
|
|
123,906
|
|
|
(195
|
)
|
||||||
Total securities available-for-sale
|
$
|
364,930
|
|
|
$
|
(1,453
|
)
|
|
$
|
2,724
|
|
|
$
|
(23
|
)
|
|
$
|
367,654
|
|
|
$
|
(1,476
|
)
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
190,332
|
|
|
$
|
(20,946
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190,332
|
|
|
$
|
(20,946
|
)
|
Collateralized loan obligation
|
411,207
|
|
|
(5,077
|
)
|
|
—
|
|
|
—
|
|
|
411,207
|
|
|
(5,077
|
)
|
||||||
Commercial mortgage-backed securities
|
277,351
|
|
|
(4,191
|
)
|
|
—
|
|
|
—
|
|
|
277,351
|
|
|
(4,191
|
)
|
||||||
Total securities held-to-maturity
|
$
|
878,890
|
|
|
$
|
(30,214
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
878,890
|
|
|
$
|
(30,214
|
)
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private label residential mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
403
|
|
|
$
|
(1
|
)
|
|
$
|
403
|
|
|
$
|
(1
|
)
|
Corporate bonds
|
26,152
|
|
|
(505
|
)
|
|
—
|
|
|
—
|
|
|
26,152
|
|
|
(505
|
)
|
||||||
Collateralized loan obligations
|
72,204
|
|
|
(282
|
)
|
|
—
|
|
|
—
|
|
|
72,204
|
|
|
(282
|
)
|
||||||
Agency mortgage-backed securities
|
599,814
|
|
|
(4,459
|
)
|
|
6,832
|
|
|
(123
|
)
|
|
606,646
|
|
|
(4,582
|
)
|
||||||
Total securities available-for-sale
|
$
|
698,170
|
|
|
$
|
(5,246
|
)
|
|
$
|
7,235
|
|
|
$
|
(124
|
)
|
|
$
|
705,405
|
|
|
$
|
(5,370
|
)
|
|
Non-Traditional
Mortgages
(NTM)
|
|
Traditional
Loans
|
|
Total NTM
and
Traditional
Loans
|
|
PCI
Loans
|
|
Total Loans
and Leases
Receivable
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
1,301,956
|
|
|
$
|
1,301,956
|
|
|
$
|
4,910
|
|
|
$
|
1,306,866
|
|
Commercial real estate
|
—
|
|
|
721,781
|
|
|
721,781
|
|
|
3,326
|
|
|
725,107
|
|
|||||
Multi-family
|
—
|
|
|
1,147,597
|
|
|
1,147,597
|
|
|
—
|
|
|
1,147,597
|
|
|||||
SBA
|
—
|
|
|
62,634
|
|
|
62,634
|
|
|
2,843
|
|
|
65,477
|
|
|||||
Construction
|
—
|
|
|
86,852
|
|
|
86,852
|
|
|
—
|
|
|
86,852
|
|
|||||
Lease financing
|
—
|
|
|
228,663
|
|
|
228,663
|
|
|
—
|
|
|
228,663
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
738,716
|
|
|
976,843
|
|
|
1,715,559
|
|
|
740,165
|
|
|
2,455,724
|
|
|||||
Green Loans (HELOC) - first liens
|
99,620
|
|
|
—
|
|
|
99,620
|
|
|
—
|
|
|
99,620
|
|
|||||
Green Loans (HELOC) - second liens
|
4,298
|
|
|
—
|
|
|
4,298
|
|
|
—
|
|
|
4,298
|
|
|||||
Other consumer
|
—
|
|
|
115,911
|
|
|
115,911
|
|
|
—
|
|
|
115,911
|
|
|||||
Total loans and leases
|
$
|
842,634
|
|
|
$
|
4,642,237
|
|
|
$
|
5,484,871
|
|
|
$
|
751,244
|
|
|
$
|
6,236,115
|
|
Allowance for loan and lease losses
|
|
|
|
|
|
|
|
|
(37,483
|
)
|
|||||||||
Loans and leases receivable, net
|
|
|
|
|
|
|
|
|
$
|
6,198,632
|
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
876,146
|
|
|
$
|
876,146
|
|
|
$
|
853
|
|
|
$
|
876,999
|
|
Commercial real estate
|
—
|
|
|
718,108
|
|
|
718,108
|
|
|
9,599
|
|
|
727,707
|
|
|||||
Multi-family
|
—
|
|
|
904,300
|
|
|
904,300
|
|
|
—
|
|
|
904,300
|
|
|||||
SBA
|
—
|
|
|
54,657
|
|
|
54,657
|
|
|
3,049
|
|
|
57,706
|
|
|||||
Construction
|
—
|
|
|
55,289
|
|
|
55,289
|
|
|
—
|
|
|
55,289
|
|
|||||
Lease financing
|
—
|
|
|
192,424
|
|
|
192,424
|
|
|
—
|
|
|
192,424
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
675,960
|
|
|
775,263
|
|
|
1,451,223
|
|
|
699,230
|
|
|
2,150,453
|
|
|||||
Green Loans (HELOC) - first liens
|
105,131
|
|
|
—
|
|
|
105,131
|
|
|
—
|
|
|
105,131
|
|
|||||
Green Loans (HELOC) - second liens
|
4,704
|
|
|
—
|
|
|
4,704
|
|
|
—
|
|
|
4,704
|
|
|||||
Other consumer
|
113
|
|
|
109,568
|
|
|
109,681
|
|
|
—
|
|
|
109,681
|
|
|||||
Total loans and leases
|
$
|
785,908
|
|
|
$
|
3,685,755
|
|
|
$
|
4,471,663
|
|
|
$
|
712,731
|
|
|
$
|
5,184,394
|
|
Allowance for loan and lease losses
|
|
|
|
|
|
|
|
|
(35,533
|
)
|
|||||||||
Loans and leases receivable, net
|
|
|
|
|
|
|
|
|
$
|
5,148,861
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||
|
($ in thousands)
|
||||||||||||||||||
Green Loans (HELOC) - first liens
|
116
|
|
|
$
|
99,620
|
|
|
11.8
|
%
|
|
121
|
|
|
$
|
105,131
|
|
|
13.4
|
%
|
Interest-only - first liens
|
540
|
|
|
727,527
|
|
|
86.4
|
%
|
|
521
|
|
|
664,358
|
|
|
84.4
|
%
|
||
Negative amortization
|
28
|
|
|
11,189
|
|
|
1.3
|
%
|
|
30
|
|
|
11,602
|
|
|
1.5
|
%
|
||
Total NTM - first liens
|
684
|
|
|
838,336
|
|
|
99.5
|
%
|
|
672
|
|
|
781,091
|
|
|
99.3
|
%
|
||
Green Loans (HELOC) - second liens
|
15
|
|
|
4,298
|
|
|
0.5
|
%
|
|
16
|
|
|
4,704
|
|
|
0.6
|
%
|
||
Interest-only - second liens
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
113
|
|
|
0.1
|
%
|
||
Total NTM - second liens
|
15
|
|
|
4,298
|
|
|
0.5
|
%
|
|
17
|
|
|
4,817
|
|
|
0.7
|
%
|
||
Total NTM loans
|
699
|
|
|
$
|
842,634
|
|
|
100.0
|
%
|
|
689
|
|
|
$
|
785,908
|
|
|
100.0
|
%
|
Total loans and leases
|
|
|
$
|
6,236,115
|
|
|
|
|
|
|
$
|
5,184,394
|
|
|
|
||||
% of NTM to total loans and leases
|
|
|
13.5
|
%
|
|
|
|
|
|
15.2
|
%
|
|
|
|
June 30, 2016
|
||||||||||||||||||||||||||||
|
By FICO Scores Obtained During the Quarter Ended June 30, 2016
|
|
By FICO Scores Obtained During the Quarter Ended December 31, 2015
|
|
Change
|
||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||
FICO Score
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
800+
|
20
|
|
|
$
|
12,131
|
|
|
12.2
|
%
|
|
22
|
|
|
$
|
14,067
|
|
|
14.1
|
%
|
|
(2
|
)
|
|
$
|
(1,936
|
)
|
|
(1.9
|
)%
|
700-799
|
56
|
|
|
36,208
|
|
|
36.3
|
%
|
|
57
|
|
|
44,307
|
|
|
44.4
|
%
|
|
(1
|
)
|
|
(8,099
|
)
|
|
(8.1
|
)%
|
|||
600-699
|
31
|
|
|
34,731
|
|
|
34.9
|
%
|
|
22
|
|
|
23,281
|
|
|
23.4
|
%
|
|
9
|
|
|
11,450
|
|
|
11.5
|
%
|
|||
<600
|
4
|
|
|
4,079
|
|
|
4.1
|
%
|
|
5
|
|
|
4,050
|
|
|
4.1
|
%
|
|
(1
|
)
|
|
29
|
|
|
—
|
%
|
|||
No FICO
|
5
|
|
|
12,471
|
|
|
12.5
|
%
|
|
10
|
|
|
13,915
|
|
|
14.0
|
%
|
|
(5
|
)
|
|
(1,444
|
)
|
|
(1.5
|
)%
|
|||
Totals
|
116
|
|
|
$
|
99,620
|
|
|
100.0
|
%
|
|
116
|
|
|
$
|
99,620
|
|
|
100.0
|
%
|
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
Green
|
|
Interest Only
|
|
Negative Amortization
|
|
Total
|
||||||||||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
< 61%
|
56
|
|
|
$
|
40,480
|
|
|
40.6
|
%
|
|
183
|
|
|
$
|
299,757
|
|
|
41.2
|
%
|
|
19
|
|
|
$
|
5,148
|
|
|
46.0
|
%
|
|
258
|
|
|
$
|
345,385
|
|
|
41.2
|
%
|
61-80%
|
41
|
|
|
45,248
|
|
|
45.4
|
%
|
|
294
|
|
|
399,589
|
|
|
55.0
|
%
|
|
7
|
|
|
5,249
|
|
|
46.9
|
%
|
|
342
|
|
|
450,086
|
|
|
53.7
|
%
|
||||
81-100%
|
15
|
|
|
11,948
|
|
|
12.0
|
%
|
|
30
|
|
|
14,843
|
|
|
2.0
|
%
|
|
2
|
|
|
792
|
|
|
7.1
|
%
|
|
47
|
|
|
27,583
|
|
|
3.3
|
%
|
||||
> 100%
|
4
|
|
|
1,944
|
|
|
2.0
|
%
|
|
33
|
|
|
13,338
|
|
|
1.8
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
37
|
|
|
15,282
|
|
|
1.8
|
%
|
||||
Total
|
116
|
|
|
$
|
99,620
|
|
|
100.0
|
%
|
|
540
|
|
|
$
|
727,527
|
|
|
100.0
|
%
|
|
28
|
|
|
$
|
11,189
|
|
|
100.0
|
%
|
|
684
|
|
|
$
|
838,336
|
|
|
100.0
|
%
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
< 61%
|
70
|
|
|
$
|
51,221
|
|
|
48.7
|
%
|
|
141
|
|
|
$
|
208,120
|
|
|
31.3
|
%
|
|
17
|
|
|
$
|
5,271
|
|
|
45.4
|
%
|
|
228
|
|
|
$
|
264,612
|
|
|
33.9
|
%
|
61-80%
|
33
|
|
|
42,075
|
|
|
40.0
|
%
|
|
291
|
|
|
408,662
|
|
|
61.6
|
%
|
|
12
|
|
|
6,106
|
|
|
52.7
|
%
|
|
336
|
|
|
456,843
|
|
|
58.4
|
%
|
||||
81-100%
|
12
|
|
|
6,836
|
|
|
6.5
|
%
|
|
37
|
|
|
30,167
|
|
|
4.5
|
%
|
|
1
|
|
|
225
|
|
|
1.9
|
%
|
|
50
|
|
|
37,228
|
|
|
4.8
|
%
|
||||
> 100%
|
6
|
|
|
4,999
|
|
|
4.8
|
%
|
|
52
|
|
|
17,409
|
|
|
2.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
58
|
|
|
22,408
|
|
|
2.9
|
%
|
||||
Total
|
121
|
|
|
$
|
105,131
|
|
|
100.0
|
%
|
|
521
|
|
|
$
|
664,358
|
|
|
100.0
|
%
|
|
30
|
|
|
$
|
11,602
|
|
|
100.0
|
%
|
|
672
|
|
|
$
|
781,091
|
|
|
100.0
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
35,845
|
|
|
$
|
29,345
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
Loans and leases charged off
|
(772
|
)
|
|
(79
|
)
|
|
(874
|
)
|
|
(436
|
)
|
||||
Recoveries of loans and leases previously charged off
|
641
|
|
|
47
|
|
|
734
|
|
|
269
|
|
||||
Provision for loan and lease losses
|
1,769
|
|
|
5,474
|
|
|
2,090
|
|
|
5,474
|
|
||||
Balance at end of period
|
$
|
37,483
|
|
|
$
|
34,787
|
|
|
$
|
37,483
|
|
|
$
|
34,787
|
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Multi-
family
|
|
SBA
|
|
Construction
|
|
Lease
Financing
|
|
Single
Family
Residential
Mortgage
|
|
Other
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||||
ALLL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Balance at March 31, 2016
|
$
|
6,046
|
|
|
$
|
3,969
|
|
|
$
|
6,484
|
|
|
$
|
906
|
|
|
$
|
1,520
|
|
|
$
|
2,610
|
|
|
$
|
13,270
|
|
|
$
|
1,040
|
|
|
$
|
—
|
|
|
$
|
35,845
|
|
Charge-offs
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(479
|
)
|
|
(149
|
)
|
|
(7
|
)
|
|
—
|
|
|
(772
|
)
|
||||||||||
Recoveries
|
—
|
|
|
371
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
641
|
|
||||||||||
Provision
|
2,095
|
|
|
(786
|
)
|
|
430
|
|
|
(454
|
)
|
|
157
|
|
|
385
|
|
|
22
|
|
|
(80
|
)
|
|
—
|
|
|
1,769
|
|
||||||||||
Balance at June 30, 2016
|
$
|
8,004
|
|
|
$
|
3,554
|
|
|
$
|
6,914
|
|
|
$
|
697
|
|
|
$
|
1,677
|
|
|
$
|
2,540
|
|
|
$
|
13,143
|
|
|
$
|
954
|
|
|
$
|
—
|
|
|
$
|
37,483
|
|
Balance at December 31, 2015
|
$
|
5,850
|
|
|
$
|
4,252
|
|
|
$
|
6,012
|
|
|
$
|
683
|
|
|
$
|
1,530
|
|
|
$
|
2,195
|
|
|
$
|
13,854
|
|
|
$
|
1,157
|
|
|
$
|
—
|
|
|
$
|
35,533
|
|
Charge-offs
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(581
|
)
|
|
(149
|
)
|
|
(7
|
)
|
|
—
|
|
|
(874
|
)
|
||||||||||
Recoveries
|
—
|
|
|
371
|
|
|
—
|
|
|
276
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
734
|
|
||||||||||
Provision
|
2,291
|
|
|
(1,069
|
)
|
|
902
|
|
|
(262
|
)
|
|
147
|
|
|
841
|
|
|
(562
|
)
|
|
(198
|
)
|
|
—
|
|
|
2,090
|
|
||||||||||
Balance at June 30, 2016
|
$
|
8,004
|
|
|
$
|
3,554
|
|
|
$
|
6,914
|
|
|
$
|
697
|
|
|
$
|
1,677
|
|
|
$
|
2,540
|
|
|
$
|
13,143
|
|
|
$
|
954
|
|
|
$
|
—
|
|
|
$
|
37,483
|
|
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,346
|
|
Collectively evaluated for impairment
|
7,947
|
|
|
3,543
|
|
|
6,914
|
|
|
678
|
|
|
1,677
|
|
|
2,540
|
|
|
11,780
|
|
|
954
|
|
|
—
|
|
|
36,033
|
|
||||||||||
Acquired with deteriorated credit quality
|
57
|
|
|
11
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
104
|
|
||||||||||
Total ending ALLL balance
|
$
|
8,004
|
|
|
$
|
3,554
|
|
|
$
|
6,914
|
|
|
$
|
697
|
|
|
$
|
1,677
|
|
|
$
|
2,540
|
|
|
$
|
13,143
|
|
|
$
|
954
|
|
|
$
|
—
|
|
|
$
|
37,483
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Individually evaluated for impairment
|
$
|
3,470
|
|
|
$
|
271
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,813
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
$
|
38,848
|
|
Collectively evaluated for impairment
|
1,298,486
|
|
|
721,510
|
|
|
1,147,597
|
|
|
62,634
|
|
|
86,852
|
|
|
228,663
|
|
|
1,780,366
|
|
|
119,915
|
|
|
—
|
|
|
5,446,023
|
|
||||||||||
Acquired with deteriorated credit quality
|
4,910
|
|
|
3,326
|
|
|
—
|
|
|
2,843
|
|
|
—
|
|
|
—
|
|
|
740,165
|
|
|
—
|
|
|
—
|
|
|
751,244
|
|
||||||||||
Total ending loan balances
|
$
|
1,306,866
|
|
|
$
|
725,107
|
|
|
$
|
1,147,597
|
|
|
$
|
65,477
|
|
|
$
|
86,852
|
|
|
$
|
228,663
|
|
|
$
|
2,555,344
|
|
|
$
|
120,209
|
|
|
$
|
—
|
|
|
$
|
6,236,115
|
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Multi-
family
|
|
SBA
|
|
Construction
|
|
Lease
Financing
|
|
Single
Family
Residential
Mortgage
|
|
Other
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||||
ALLL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Balance at March 31, 2015
|
$
|
6,484
|
|
|
$
|
3,904
|
|
|
$
|
7,164
|
|
|
$
|
566
|
|
|
$
|
695
|
|
|
$
|
1,195
|
|
|
$
|
6,960
|
|
|
$
|
2,013
|
|
|
$
|
364
|
|
|
$
|
29,345
|
|
Charge-offs
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79
|
)
|
||||||||||
Recoveries
|
5
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
47
|
|
||||||||||
Provision
|
418
|
|
|
541
|
|
|
(3,484
|
)
|
|
122
|
|
|
(116
|
)
|
|
452
|
|
|
5,990
|
|
|
(328
|
)
|
|
1,879
|
|
|
5,474
|
|
||||||||||
Balance at June 30, 2015
|
$
|
6,884
|
|
|
$
|
4,445
|
|
|
$
|
3,680
|
|
|
$
|
674
|
|
|
$
|
579
|
|
|
$
|
1,646
|
|
|
$
|
12,950
|
|
|
$
|
1,686
|
|
|
$
|
2,243
|
|
|
$
|
34,787
|
|
Balance at December 31, 2014
|
$
|
6,910
|
|
|
$
|
3,840
|
|
|
$
|
7,179
|
|
|
$
|
335
|
|
|
$
|
846
|
|
|
$
|
873
|
|
|
$
|
7,192
|
|
|
$
|
2,305
|
|
|
$
|
—
|
|
|
$
|
29,480
|
|
Charge-offs
|
(33
|
)
|
|
(260
|
)
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(436
|
)
|
||||||||||
Recoveries
|
8
|
|
|
132
|
|
|
3
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
269
|
|
||||||||||
Provision
|
(1
|
)
|
|
733
|
|
|
(3,502
|
)
|
|
281
|
|
|
(267
|
)
|
|
861
|
|
|
5,758
|
|
|
(632
|
)
|
|
2,243
|
|
|
5,474
|
|
||||||||||
Balance at June 30, 2015
|
$
|
6,884
|
|
|
$
|
4,445
|
|
|
$
|
3,680
|
|
|
$
|
674
|
|
|
$
|
579
|
|
|
$
|
1,646
|
|
|
$
|
12,950
|
|
|
$
|
1,686
|
|
|
$
|
2,243
|
|
|
$
|
34,787
|
|
Individually evaluated for impairment
|
$
|
253
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
686
|
|
Collectively evaluated for impairment
|
6,573
|
|
|
4,333
|
|
|
3,680
|
|
|
655
|
|
|
579
|
|
|
1,646
|
|
|
12,500
|
|
|
1,686
|
|
|
2,243
|
|
|
33,895
|
|
||||||||||
Acquired with deteriorated credit quality
|
58
|
|
|
112
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
206
|
|
||||||||||
Total ending ALLL balance
|
$
|
6,884
|
|
|
$
|
4,445
|
|
|
$
|
3,680
|
|
|
$
|
674
|
|
|
$
|
579
|
|
|
$
|
1,646
|
|
|
$
|
12,950
|
|
|
$
|
1,686
|
|
|
$
|
2,243
|
|
|
$
|
34,787
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Individually evaluated for impairment
|
$
|
5,125
|
|
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,019
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
$
|
31,799
|
|
Collectively evaluated for impairment
|
765,987
|
|
|
795,789
|
|
|
696,768
|
|
|
53,858
|
|
|
32,022
|
|
|
131,189
|
|
|
1,562,923
|
|
|
136,388
|
|
|
—
|
|
|
4,174,924
|
|
||||||||||
Acquired with deteriorated credit quality
|
365
|
|
|
11,004
|
|
|
—
|
|
|
3,021
|
|
|
—
|
|
|
—
|
|
|
251,982
|
|
|
—
|
|
|
—
|
|
|
266,372
|
|
||||||||||
Total ending loan balances
|
$
|
771,477
|
|
|
$
|
807,146
|
|
|
$
|
696,768
|
|
|
$
|
56,887
|
|
|
$
|
32,022
|
|
|
$
|
131,189
|
|
|
$
|
1,840,924
|
|
|
$
|
136,682
|
|
|
$
|
—
|
|
|
$
|
4,473,095
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
ALLL
|
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
ALLL
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
With no related ALLL recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
3,489
|
|
|
$
|
3,470
|
|
|
$
|
—
|
|
|
$
|
6,244
|
|
|
$
|
6,086
|
|
|
$
|
—
|
|
Commercial real estate
|
271
|
|
|
271
|
|
|
—
|
|
|
1,200
|
|
|
312
|
|
|
—
|
|
||||||
SBA
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
3
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
25,701
|
|
|
25,602
|
|
|
—
|
|
|
24,224
|
|
|
22,671
|
|
|
—
|
|
||||||
Other consumer
|
294
|
|
|
294
|
|
|
—
|
|
|
553
|
|
|
553
|
|
|
—
|
|
||||||
With an ALLL recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
—
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|
1,073
|
|
|
38
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
9,752
|
|
|
9,211
|
|
|
1,346
|
|
|
3,575
|
|
|
3,585
|
|
|
331
|
|
||||||
Total
|
$
|
39,507
|
|
|
$
|
38,848
|
|
|
$
|
1,346
|
|
|
$
|
36,890
|
|
|
$
|
34,283
|
|
|
$
|
369
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Cash Basis
Interest
Recognized
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Cash Basis
Interest
Recognized
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
3,500
|
|
|
$
|
55
|
|
|
$
|
55
|
|
|
$
|
4,048
|
|
|
$
|
118
|
|
|
$
|
143
|
|
Commercial real estate
|
285
|
|
|
14
|
|
|
14
|
|
|
295
|
|
|
24
|
|
|
24
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
34,963
|
|
|
309
|
|
|
298
|
|
|
34,644
|
|
|
595
|
|
|
563
|
|
||||||
Other consumer
|
294
|
|
|
2
|
|
|
3
|
|
|
294
|
|
|
4
|
|
|
5
|
|
||||||
Total
|
$
|
39,042
|
|
|
$
|
380
|
|
|
$
|
370
|
|
|
$
|
39,281
|
|
|
$
|
741
|
|
|
$
|
735
|
|
June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
5,197
|
|
|
$
|
68
|
|
|
$
|
64
|
|
|
$
|
6,698
|
|
|
$
|
187
|
|
|
$
|
194
|
|
Commercial real estate
|
363
|
|
|
7
|
|
|
7
|
|
|
373
|
|
|
17
|
|
|
17
|
|
||||||
Multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
790
|
|
|
13
|
|
|
15
|
|
||||||
SBA
|
9
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
26,111
|
|
|
210
|
|
|
210
|
|
|
23,989
|
|
|
389
|
|
|
386
|
|
||||||
Other consumer
|
294
|
|
|
2
|
|
|
2
|
|
|
294
|
|
|
4
|
|
|
5
|
|
||||||
Total
|
$
|
31,974
|
|
|
$
|
287
|
|
|
$
|
283
|
|
|
$
|
32,152
|
|
|
$
|
610
|
|
|
$
|
617
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
NTM
Loans
|
|
Traditional Loans and Leases
|
|
Total
|
|
NTM
Loans |
|
Traditional Loans and Leases
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Loans past due 90 days or more and still accruing
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nonaccrual loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
The Company maintains specific allowances for these loans of $80 at June 30, 2016 and $0 at December 31, 2015
|
12,628
|
|
|
32,384
|
|
|
45,012
|
|
|
14,703
|
|
|
30,426
|
|
|
45,129
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
NTM
Loans |
|
Traditional Loans and Leases
|
|
Total
|
|
NTM
Loans |
|
Traditional Loans and Leases
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
4,800
|
|
|
$
|
4,800
|
|
|
$
|
—
|
|
|
$
|
4,383
|
|
|
$
|
4,383
|
|
Commercial real estate
|
—
|
|
|
789
|
|
|
789
|
|
|
—
|
|
|
1,552
|
|
|
1,552
|
|
||||||
Multi-family
|
—
|
|
|
602
|
|
|
602
|
|
|
—
|
|
|
642
|
|
|
642
|
|
||||||
SBA
|
—
|
|
|
345
|
|
|
345
|
|
|
—
|
|
|
422
|
|
|
422
|
|
||||||
Lease financing
|
—
|
|
|
1,930
|
|
|
1,930
|
|
|
—
|
|
|
598
|
|
|
598
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
2,703
|
|
|
23,783
|
|
|
26,486
|
|
|
4,615
|
|
|
22,615
|
|
|
27,230
|
|
||||||
Green Loans (HELOC) - first liens
|
9,925
|
|
|
—
|
|
|
9,925
|
|
|
10,088
|
|
|
—
|
|
|
10,088
|
|
||||||
Other consumer
|
—
|
|
|
135
|
|
|
135
|
|
|
—
|
|
|
214
|
|
|
214
|
|
||||||
Total nonaccrual loans and leases
|
$
|
12,628
|
|
|
$
|
32,384
|
|
|
$
|
45,012
|
|
|
$
|
14,703
|
|
|
$
|
30,426
|
|
|
$
|
45,129
|
|
|
June 30, 2016
|
||||||||||||||||||||||
|
30 - 59 Days Past Due
|
|
60 - 89 Days Past Due
|
|
Greater
than 89 Days Past due |
|
Total
Past Due |
|
Current
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
$
|
2,124
|
|
|
$
|
9,075
|
|
|
$
|
2,246
|
|
|
$
|
13,445
|
|
|
$
|
725,271
|
|
|
$
|
738,716
|
|
Green Loans (HELOC) - first liens
|
7,750
|
|
|
—
|
|
|
2,175
|
|
|
9,925
|
|
|
89,695
|
|
|
99,620
|
|
||||||
Green Loans (HELOC) - second liens
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,298
|
|
|
4,298
|
|
||||||
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total NTM loans
|
9,874
|
|
|
9,075
|
|
|
4,421
|
|
|
23,370
|
|
|
819,264
|
|
|
842,634
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
2,968
|
|
|
269
|
|
|
2,870
|
|
|
6,107
|
|
|
1,295,849
|
|
|
1,301,956
|
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
274
|
|
|
274
|
|
|
721,507
|
|
|
721,781
|
|
||||||
Multi-family
|
176
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
1,147,421
|
|
|
1,147,597
|
|
||||||
SBA
|
357
|
|
|
—
|
|
|
273
|
|
|
630
|
|
|
62,004
|
|
|
62,634
|
|
||||||
Construction
|
705
|
|
|
—
|
|
|
—
|
|
|
705
|
|
|
86,147
|
|
|
86,852
|
|
||||||
Lease financing
|
3,025
|
|
|
590
|
|
|
1,789
|
|
|
5,404
|
|
|
223,259
|
|
|
228,663
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
20,064
|
|
|
3,212
|
|
|
19,021
|
|
|
42,297
|
|
|
934,546
|
|
|
976,843
|
|
||||||
Other consumer
|
179
|
|
|
—
|
|
|
27
|
|
|
206
|
|
|
115,705
|
|
|
115,911
|
|
||||||
Total traditional loans and leases
|
27,474
|
|
|
4,071
|
|
|
24,254
|
|
|
55,799
|
|
|
4,586,438
|
|
|
4,642,237
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
—
|
|
|
—
|
|
|
171
|
|
|
171
|
|
|
4,739
|
|
|
4,910
|
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
162
|
|
|
162
|
|
|
3,164
|
|
|
3,326
|
|
||||||
SBA
|
475
|
|
|
—
|
|
|
347
|
|
|
822
|
|
|
2,021
|
|
|
2,843
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
41,467
|
|
|
6,313
|
|
|
8,272
|
|
|
56,052
|
|
|
684,113
|
|
|
740,165
|
|
||||||
Total PCI loans
|
41,942
|
|
|
6,313
|
|
|
8,952
|
|
|
57,207
|
|
|
694,037
|
|
|
751,244
|
|
||||||
Total
|
$
|
79,290
|
|
|
$
|
19,459
|
|
|
$
|
37,627
|
|
|
$
|
136,376
|
|
|
$
|
6,099,739
|
|
|
$
|
6,236,115
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
30 - 59 Days Past Due
|
|
60 - 89 Days Past Due
|
|
Greater
than 89 Days Past due |
|
Total
Past Due |
|
Current
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
$
|
3,935
|
|
|
$
|
—
|
|
|
$
|
3,447
|
|
|
$
|
7,382
|
|
|
$
|
668,578
|
|
|
$
|
675,960
|
|
Green Loans (HELOC) - first liens
|
7,913
|
|
|
—
|
|
|
—
|
|
|
7,913
|
|
|
97,218
|
|
|
105,131
|
|
||||||
Green Loans (HELOC) - second liens
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,704
|
|
|
4,704
|
|
||||||
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
113
|
|
||||||
Total NTM loans
|
11,848
|
|
|
—
|
|
|
3,447
|
|
|
15,295
|
|
|
770,613
|
|
|
785,908
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
23
|
|
|
4,984
|
|
|
544
|
|
|
5,551
|
|
|
870,595
|
|
|
876,146
|
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
911
|
|
|
911
|
|
|
717,197
|
|
|
718,108
|
|
||||||
Multi-family
|
223
|
|
|
—
|
|
|
432
|
|
|
655
|
|
|
903,645
|
|
|
904,300
|
|
||||||
SBA
|
—
|
|
|
162
|
|
|
173
|
|
|
335
|
|
|
54,322
|
|
|
54,657
|
|
||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,289
|
|
|
55,289
|
|
||||||
Lease financing
|
2,005
|
|
|
1,041
|
|
|
394
|
|
|
3,440
|
|
|
188,984
|
|
|
192,424
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
15,762
|
|
|
3,887
|
|
|
17,226
|
|
|
36,875
|
|
|
738,388
|
|
|
775,263
|
|
||||||
Other consumer
|
—
|
|
|
11
|
|
|
211
|
|
|
222
|
|
|
109,346
|
|
|
109,568
|
|
||||||
Total traditional loans and leases
|
18,013
|
|
|
10,085
|
|
|
19,891
|
|
|
47,989
|
|
|
3,637,766
|
|
|
3,685,755
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
—
|
|
|
—
|
|
|
176
|
|
|
176
|
|
|
677
|
|
|
853
|
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
1,425
|
|
|
1,425
|
|
|
8,174
|
|
|
9,599
|
|
||||||
SBA
|
386
|
|
|
163
|
|
|
621
|
|
|
1,170
|
|
|
1,879
|
|
|
3,049
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
33,507
|
|
|
6,235
|
|
|
4,672
|
|
|
44,414
|
|
|
654,816
|
|
|
699,230
|
|
||||||
Total PCI loans
|
33,893
|
|
|
6,398
|
|
|
6,894
|
|
|
47,185
|
|
|
665,546
|
|
|
712,731
|
|
||||||
Total
|
$
|
63,754
|
|
|
$
|
16,483
|
|
|
$
|
30,232
|
|
|
$
|
110,469
|
|
|
$
|
5,073,925
|
|
|
$
|
5,184,394
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
Number of
Loans
|
|
Pre-
Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
|
Number of
Loans
|
|
Pre-Modification
Outstanding
Recorded
Investment
|
|
Post-Modification
Outstanding
Recorded
Investment
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
3
|
|
|
$
|
470
|
|
|
$
|
470
|
|
|
40
|
|
|
$
|
9,548
|
|
|
$
|
9,548
|
|
Total
|
3
|
|
|
$
|
470
|
|
|
$
|
470
|
|
|
40
|
|
|
$
|
9,548
|
|
|
$
|
9,548
|
|
June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
1,430
|
|
|
$
|
1,430
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
1,430
|
|
|
$
|
1,430
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
NTM
Loans
|
|
Traditional
Loans
|
|
Total
|
|
NTM
Loans
|
|
Traditional
Loans
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SBA
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
990
|
|
|
13,784
|
|
|
14,774
|
|
|
1,015
|
|
|
5,841
|
|
|
6,856
|
|
||||||
Green Loans (HELOC) - first liens
|
2,246
|
|
|
—
|
|
|
2,246
|
|
|
2,400
|
|
|
—
|
|
|
2,400
|
|
||||||
Green Loans (HELOC) - second liens
|
294
|
|
|
—
|
|
|
294
|
|
|
553
|
|
|
—
|
|
|
553
|
|
||||||
Total
|
$
|
3,530
|
|
|
$
|
13,784
|
|
|
$
|
17,314
|
|
|
$
|
3,968
|
|
|
$
|
5,844
|
|
|
$
|
9,812
|
|
|
June 30, 2016
|
||||||||||||||||||||||
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Not-Rated
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
$
|
734,266
|
|
|
$
|
1,747
|
|
|
$
|
2,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
738,716
|
|
Green Loans (HELOC) - first liens
|
85,486
|
|
|
397
|
|
|
13,737
|
|
|
—
|
|
|
—
|
|
|
99,620
|
|
||||||
Green Loans (HELOC) - second liens
|
4,298
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,298
|
|
||||||
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total NTM loans
|
824,050
|
|
|
2,144
|
|
|
16,440
|
|
|
—
|
|
|
—
|
|
|
842,634
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
1,288,857
|
|
|
863
|
|
|
12,202
|
|
|
34
|
|
|
—
|
|
|
1,301,956
|
|
||||||
Commercial real estate
|
715,955
|
|
|
1,803
|
|
|
4,023
|
|
|
—
|
|
|
—
|
|
|
721,781
|
|
||||||
Multi-family
|
1,145,753
|
|
|
—
|
|
|
1,844
|
|
|
—
|
|
|
—
|
|
|
1,147,597
|
|
||||||
SBA
|
62,236
|
|
|
—
|
|
|
398
|
|
|
—
|
|
|
—
|
|
|
62,634
|
|
||||||
Construction
|
85,322
|
|
|
1,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86,852
|
|
||||||
Lease financing
|
226,687
|
|
|
37
|
|
|
1,939
|
|
|
—
|
|
|
—
|
|
|
228,663
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
941,085
|
|
|
8,513
|
|
|
27,245
|
|
|
—
|
|
|
—
|
|
|
976,843
|
|
||||||
Other consumer
|
115,690
|
|
|
86
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
115,911
|
|
||||||
Total traditional loans and leases
|
4,581,585
|
|
|
12,832
|
|
|
47,786
|
|
|
34
|
|
|
—
|
|
|
4,642,237
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
27
|
|
|
4,127
|
|
|
756
|
|
|
—
|
|
|
—
|
|
|
4,910
|
|
||||||
Commercial real estate
|
—
|
|
|
514
|
|
|
2,812
|
|
|
—
|
|
|
—
|
|
|
3,326
|
|
||||||
SBA
|
972
|
|
|
—
|
|
|
1,871
|
|
|
—
|
|
|
—
|
|
|
2,843
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
—
|
|
|
—
|
|
|
131
|
|
|
—
|
|
|
740,034
|
|
|
740,165
|
|
||||||
Total PCI loans
|
999
|
|
|
4,641
|
|
|
5,570
|
|
|
—
|
|
|
740,034
|
|
|
751,244
|
|
||||||
Total
|
$
|
5,406,634
|
|
|
$
|
19,617
|
|
|
$
|
69,796
|
|
|
$
|
34
|
|
|
$
|
740,034
|
|
|
$
|
6,236,115
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Not-Rated
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
$
|
660,683
|
|
|
$
|
11,731
|
|
|
$
|
3,546
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
675,960
|
|
Green Loans (HELOC) - first liens
|
87,967
|
|
|
2,329
|
|
|
14,835
|
|
|
—
|
|
|
—
|
|
|
105,131
|
|
||||||
Green Loans (HELOC) - second liens
|
4,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,704
|
|
||||||
Other consumer
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
||||||
Total NTM loans
|
753,467
|
|
|
14,060
|
|
|
18,381
|
|
|
—
|
|
|
—
|
|
|
785,908
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
860,993
|
|
|
3,175
|
|
|
11,978
|
|
|
—
|
|
|
—
|
|
|
876,146
|
|
||||||
Commercial real estate
|
707,238
|
|
|
4,788
|
|
|
6,082
|
|
|
—
|
|
|
—
|
|
|
718,108
|
|
||||||
Multi-family
|
901,578
|
|
|
403
|
|
|
2,319
|
|
|
—
|
|
|
—
|
|
|
904,300
|
|
||||||
SBA
|
53,078
|
|
|
1,132
|
|
|
447
|
|
|
—
|
|
|
—
|
|
|
54,657
|
|
||||||
Construction
|
55,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,289
|
|
||||||
Lease financing
|
190,976
|
|
|
—
|
|
|
1,448
|
|
|
—
|
|
|
—
|
|
|
192,424
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
738,196
|
|
|
12,301
|
|
|
24,766
|
|
|
—
|
|
|
—
|
|
|
775,263
|
|
||||||
Other consumer
|
109,206
|
|
|
148
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
109,568
|
|
||||||
Total traditional loans and leases
|
3,616,554
|
|
|
21,947
|
|
|
47,254
|
|
|
—
|
|
|
—
|
|
|
3,685,755
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
54
|
|
|
—
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
853
|
|
||||||
Commercial real estate
|
5,621
|
|
|
523
|
|
|
3,455
|
|
|
—
|
|
|
—
|
|
|
9,599
|
|
||||||
SBA
|
988
|
|
|
—
|
|
|
2,061
|
|
|
—
|
|
|
—
|
|
|
3,049
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
—
|
|
|
—
|
|
|
139
|
|
|
—
|
|
|
699,091
|
|
|
699,230
|
|
||||||
Total PCI loans
|
6,663
|
|
|
523
|
|
|
6,454
|
|
|
—
|
|
|
699,091
|
|
|
712,731
|
|
||||||
Total
|
$
|
4,376,684
|
|
|
$
|
36,530
|
|
|
$
|
72,089
|
|
|
$
|
—
|
|
|
$
|
699,091
|
|
|
$
|
5,184,394
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
Outstanding
Balance
|
|
Carrying
Amount
|
|
Outstanding
Balance
|
|
Carrying
Amount
|
|||||||||
|
(In thousands)
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
5,164
|
|
|
$
|
4,910
|
|
|
$
|
1,001
|
|
|
$
|
853
|
|
Commercial real estate
|
4,835
|
|
|
3,326
|
|
|
11,255
|
|
|
9,599
|
|
||||
SBA
|
3,896
|
|
|
2,843
|
|
|
4,033
|
|
|
3,049
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
813,854
|
|
|
740,165
|
|
|
764,814
|
|
|
699,230
|
|
||||
Total
|
$
|
827,749
|
|
|
$
|
751,244
|
|
|
$
|
781,103
|
|
|
$
|
712,731
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
175,889
|
|
|
$
|
85,295
|
|
|
$
|
205,549
|
|
|
$
|
92,301
|
|
New loans or leases purchased
|
23,568
|
|
|
6,331
|
|
|
23,568
|
|
|
6,331
|
|
||||
Accretion of income
|
(9,772
|
)
|
|
(4,968
|
)
|
|
(19,480
|
)
|
|
(10,016
|
)
|
||||
Changes in expected cash flows
|
(123
|
)
|
|
(128
|
)
|
|
(18,786
|
)
|
|
(153
|
)
|
||||
Disposals
|
(5,484
|
)
|
|
(1,659
|
)
|
|
(6,773
|
)
|
|
(3,592
|
)
|
||||
Balance at end of period
|
$
|
184,078
|
|
|
$
|
84,871
|
|
|
$
|
184,078
|
|
|
$
|
84,871
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Mortgage servicing rights, at fair value
|
$
|
52,567
|
|
|
$
|
49,939
|
|
SBA servicing rights, at cost
|
1,083
|
|
|
788
|
|
||
Total
|
$
|
53,650
|
|
|
$
|
50,727
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
($ in thousands)
|
||||||
Fair value of retained MSRs
|
$
|
52,567
|
|
|
$
|
49,939
|
|
Discount rate
|
10.29
|
%
|
|
9.75
|
%
|
||
Constant prepayment rate
|
17.01
|
%
|
|
11.81
|
%
|
||
Weighted-average life
|
5.19 years
|
|
|
6.48 years
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
48,370
|
|
|
$
|
21,165
|
|
|
$
|
49,939
|
|
|
$
|
19,082
|
|
Additions
|
12,766
|
|
|
13,699
|
|
|
21,348
|
|
|
23,891
|
|
||||
Changes in fair value resulting from valuation inputs or assumptions
|
(5,831
|
)
|
|
1,538
|
|
|
(14,032
|
)
|
|
1,010
|
|
||||
Sales of servicing rights
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(5,862
|
)
|
||||
Other
|
(2,738
|
)
|
|
(2,204
|
)
|
|
(4,685
|
)
|
|
(3,923
|
)
|
||||
Balance at end of period
|
$
|
52,567
|
|
|
$
|
34,198
|
|
|
$
|
52,567
|
|
|
$
|
34,198
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
1,036
|
|
|
$
|
664
|
|
|
$
|
788
|
|
|
$
|
484
|
|
Additions
|
91
|
|
|
144
|
|
|
383
|
|
|
339
|
|
||||
Amortization, including prepayments
|
(44
|
)
|
|
(64
|
)
|
|
(88
|
)
|
|
(79
|
)
|
||||
Balance at end of period
|
$
|
1,083
|
|
|
$
|
744
|
|
|
$
|
1,083
|
|
|
$
|
744
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
325
|
|
|
$
|
498
|
|
|
$
|
1,097
|
|
|
$
|
423
|
|
Additions
|
157
|
|
|
—
|
|
|
304
|
|
|
534
|
|
||||
Sales and net direct write-downs
|
(44
|
)
|
|
(448
|
)
|
|
(963
|
)
|
|
(885
|
)
|
||||
Net change in valuation allowance
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
(22
|
)
|
||||
Balance at end of period
|
$
|
429
|
|
|
$
|
50
|
|
|
$
|
429
|
|
|
$
|
50
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
70
|
|
|
$
|
54
|
|
|
$
|
70
|
|
|
$
|
32
|
|
Additions
|
9
|
|
|
—
|
|
|
9
|
|
|
22
|
|
||||
Balance at end of period
|
$
|
79
|
|
|
$
|
54
|
|
|
$
|
79
|
|
|
$
|
54
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Net gain on sales
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
44
|
|
|
$
|
23
|
|
Operating expenses, net of rental income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
44
|
|
|
$
|
23
|
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||
|
(In thousands)
|
||||||||||
June 30, 2016
|
|
|
|
|
|
||||||
Core deposit intangibles
|
$
|
30,904
|
|
|
$
|
15,516
|
|
|
$
|
15,388
|
|
Customer relationship intangible
|
670
|
|
|
324
|
|
|
346
|
|
|||
Trade name intangibles
|
780
|
|
|
—
|
|
|
780
|
|
|||
December 31, 2015
|
|
|
|
|
|
||||||
Core deposit intangibles
|
$
|
30,904
|
|
|
$
|
12,939
|
|
|
$
|
17,965
|
|
Customer relationship intangible
|
670
|
|
|
257
|
|
|
413
|
|
|||
Trade name intangibles
|
780
|
|
|
—
|
|
|
780
|
|
|
Remainder of 2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020 and After
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Estimated future amortization expense
|
$
|
2,302
|
|
|
$
|
4,066
|
|
|
$
|
3,205
|
|
|
$
|
2,202
|
|
|
$
|
3,959
|
|
|
$
|
15,734
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
9,781
|
|
|
$
|
8,432
|
|
|
$
|
9,700
|
|
|
$
|
8,303
|
|
Provision for loan repurchases
|
851
|
|
|
1,573
|
|
|
1,230
|
|
|
2,901
|
|
||||
Utilization of reserve for loan repurchases
|
(194
|
)
|
|
(594
|
)
|
|
(492
|
)
|
|
(1,793
|
)
|
||||
Balance at end of period
|
$
|
10,438
|
|
|
$
|
9,411
|
|
|
$
|
10,438
|
|
|
$
|
9,411
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
Notional
Amount
|
|
Fair Value
|
|
Notional
Amount
|
|
Fair Value
|
|||||||||
|
(In thousands)
|
||||||||||||||
Included in assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
$
|
496,072
|
|
|
$
|
15,313
|
|
|
$
|
262,135
|
|
|
$
|
7,343
|
|
Mandatory forward commitments
|
32,192
|
|
|
94
|
|
|
468,740
|
|
|
1,130
|
|
||||
Interest rate swaps on deposits and other borrowings
|
—
|
|
|
—
|
|
|
25,000
|
|
|
331
|
|
||||
Interest rate swaps and cap on loans with customers
|
22,662
|
|
|
272
|
|
|
27,467
|
|
|
238
|
|
||||
Total included in assets
|
$
|
550,926
|
|
|
$
|
15,679
|
|
|
$
|
783,342
|
|
|
$
|
9,042
|
|
Included in liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
$
|
15,998
|
|
|
$
|
109
|
|
|
$
|
16,790
|
|
|
$
|
88
|
|
Mandatory forward commitments
|
967,727
|
|
|
7,265
|
|
|
215,272
|
|
|
300
|
|
||||
Interest rate swaps on deposits and other borrowings
|
25,000
|
|
|
767
|
|
|
50,000
|
|
|
441
|
|
||||
Interest rate swaps and caps on loans with correspondent bank
|
22,662
|
|
|
272
|
|
|
27,467
|
|
|
238
|
|
||||
Total included in liabilities
|
$
|
1,031,387
|
|
|
$
|
8,413
|
|
|
$
|
309,529
|
|
|
$
|
1,067
|
|
|
June 30, 2016
|
||||
|
Unrecognized
Expense
|
|
Average
Expected
Recognition
Period
|
||
|
($ in thousands)
|
||||
Stock option awards
|
$
|
1,832
|
|
|
3.9 years
|
Restricted stock awards and restricted stock units
|
16,362
|
|
|
2.5 years
|
|
Stock appreciation rights
|
6
|
|
|
0.9 years
|
|
Total
|
$
|
18,200
|
|
|
2.7 years
|
|
Three Months Ended June 30, 2016
|
|||||||||||
|
Number of
Shares |
|
Weighted-
Average Exercise Price per Share |
|
Weighted-
Average Remaining Contract Term |
|
Aggregated
Intrinsic Value (In thousands) |
|||||
Outstanding at beginning of period
|
1,010,879
|
|
|
$
|
13.05
|
|
|
7.1 years
|
|
$
|
1,973
|
|
Granted
|
240,000
|
|
|
$
|
17.50
|
|
|
9.8 years
|
|
|
|
|
Cash settled
|
(55,826
|
)
|
|
$
|
14.33
|
|
|
2.3 years
|
|
|
||
Forfeited
|
(83,743
|
)
|
|
$
|
14.33
|
|
|
2.3 years
|
|
|
|
|
Expired
|
(2,053
|
)
|
|
$
|
13.88
|
|
|
0.0 years
|
|
|
||
Outstanding at end of period
|
1,109,257
|
|
|
$
|
13.84
|
|
|
8.3 years
|
|
$
|
4,714
|
|
Exercisable at end of period
|
466,979
|
|
|
$
|
12.57
|
|
|
6.6 years
|
|
$
|
2,582
|
|
|
Six Months Ended June 30,
|
|||||||||||
|
Number of
Shares |
|
Weighted-
Average Exercise Price per Share |
|
Weighted-
Average Remaining Contract Term |
|
Aggregated
Intrinsic Value (In thousands) |
|||||
Outstanding at beginning of period
|
960,879
|
|
|
$
|
12.86
|
|
|
6.9 years
|
|
$
|
796
|
|
Granted
|
320,000
|
|
|
$
|
16.78
|
|
|
9.7 years
|
|
|
|
|
Cash settled
|
(55,826
|
)
|
|
$
|
14.33
|
|
|
2.3 years
|
|
|
||
Forfeited
|
(113,743
|
)
|
|
$
|
13.55
|
|
|
3.4 years
|
|
|
|
|
Expired
|
(2,053
|
)
|
|
$
|
13.88
|
|
|
0.0 years
|
|
|
||
Outstanding at end of period
|
1,109,257
|
|
|
$
|
13.84
|
|
|
8.3 years
|
|
$
|
4,714
|
|
Exercisable at end of period
|
466,979
|
|
|
$
|
12.57
|
|
|
6.6 years
|
|
$
|
2,582
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 30, 2016
|
|
June 30, 2016
|
||||||||||
|
Number
of Shares |
|
Weighted-
Average Exercise Price per Share |
|
Number
of Shares |
|
Weighted-
Average Exercise Price per Share |
||||||
Outstanding at beginning of period
|
600,016
|
|
|
$
|
13.29
|
|
|
566,266
|
|
|
$
|
12.99
|
|
Granted
|
240,000
|
|
|
$
|
17.50
|
|
|
320,000
|
|
|
$
|
16.78
|
|
Vested
|
(113,995
|
)
|
|
$
|
13.00
|
|
|
(130,245
|
)
|
|
$
|
12.95
|
|
Forfeited
|
(83,743
|
)
|
|
$
|
14.33
|
|
|
(113,743
|
)
|
|
$
|
13.55
|
|
Outstanding at end of period
|
642,278
|
|
|
$
|
14.78
|
|
|
642,278
|
|
|
$
|
14.78
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 30, 2016
|
|
June 30, 2016
|
||||||||||
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
Per Share
|
|
Number of
Shares |
|
Weighted Average
Grant Date Fair Value Per Share |
||||||
Outstanding at beginning of period
|
1,940,788
|
|
|
$
|
12.94
|
|
|
1,516,361
|
|
|
$
|
12.40
|
|
Granted
(1)
|
761,976
|
|
|
$
|
18.77
|
|
|
1,491,563
|
|
|
$
|
18.01
|
|
Vested
|
(445,090
|
)
|
|
$
|
12.65
|
|
|
(588,898
|
)
|
|
$
|
13.07
|
|
Forfeited
(1)
|
(743,043
|
)
|
|
$
|
13.05
|
|
|
(904,395
|
)
|
|
$
|
13.26
|
|
Outstanding at end of period
|
1,514,631
|
|
|
$
|
15.47
|
|
|
1,514,631
|
|
|
$
|
15.47
|
|
(1)
|
The number of granted shares includes aggregate performance-based shares of
50,000
and
602,671
for the three and six months ended June 30, 2016. The number of forfeited shares includes aggregate performance-based shares of
615,223
for each of the three and six months ended June 30, 2016. The grant date fair value of the performance-based shares are not considered for the weighted average grant date fair value per share. These awards are linked to certain performance conditions relating to profitability and regulatory standing and actual amounts of stock released upon vesting will be determined by the Compensation, Nominating, and Corporate Governance Committee upon the Committee's certification of the satisfaction of the target level of performance.
|
|
Three Months Ended March 31, 2016
|
|||||||||||
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price per
Share
|
|
Weighted-
Average
Remaining
Contract
Term
|
|
Aggregated
Intrinsic
Value
(In thousands)
|
|||||
Outstanding at beginning of period
|
1,559,459
|
|
|
$
|
11.60
|
|
|
6.6 years
|
|
$
|
9,198
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
0.0 years
|
|
|
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
0.0 years
|
|
|
|
|
Forfeited
|
(219
|
)
|
|
$
|
10.09
|
|
|
6.4 years
|
|
|
|
|
Outstanding at end of period
|
1,559,240
|
|
|
$
|
11.60
|
|
|
6.4 years
|
|
$
|
10,132
|
|
Exercisable at end of period
|
1,549,874
|
|
|
$
|
11.61
|
|
|
6.4 years
|
|
$
|
10,057
|
|
|
Six Months Ended June 30,
|
|||||||||||
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price per
Share
|
|
Weighted-
Average
Remaining
Contract
Term
|
|
Aggregated
Intrinsic
Value
(In thousands)
|
|||||
Outstanding at beginning of period
|
1,561,681
|
|
|
$
|
11.60
|
|
|
6.6 years
|
|
$
|
4,716
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
0.0 years
|
|
|
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
0.0 years
|
|
|
|
|
Forfeited
|
(2,441
|
)
|
|
$
|
10.09
|
|
|
6.4 years
|
|
|
|
|
Outstanding at end of period
|
1,559,240
|
|
|
$
|
11.60
|
|
|
6.4 years
|
|
$
|
10,132
|
|
Exercisable at end of period
|
1,549,874
|
|
|
$
|
11.61
|
|
|
6.4 years
|
|
$
|
10,057
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 30, 2016
|
|
June 30, 2016
|
||||||||||
|
Number
of Shares |
|
Weighted-
Average Exercise Price per Share |
|
Number
of Shares |
|
Weighted-
Average Exercise Price per Share |
||||||
Outstanding at beginning of period
|
10,839
|
|
|
$
|
10.09
|
|
|
25,963
|
|
|
$
|
10.09
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Vested
|
(1,254
|
)
|
|
$
|
10.09
|
|
|
(14,156
|
)
|
|
$
|
10.09
|
|
Forfeited
|
(219
|
)
|
|
$
|
10.09
|
|
|
(2,441
|
)
|
|
$
|
10.09
|
|
Outstanding at end of period
|
9,366
|
|
|
$
|
10.09
|
|
|
9,366
|
|
|
$
|
10.09
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||
|
Shares Authorized and Outstanding
|
|
Liquidation Preference
|
|
Carrying Value
|
|
Shares Authorized and Outstanding
|
|
Liquidation Preference
|
|
Carrying Value
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||||
Series A
Non-cumulative perpetual |
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
32,000
|
|
|
$
|
32,000
|
|
|
$
|
31,934
|
|
Series B
Non-cumulative perpetual |
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
10,000
|
|
|
10,000
|
|
||||
Series C
8.00% non-cumulative perpetual |
40,250
|
|
|
40,250
|
|
|
37,943
|
|
|
40,250
|
|
|
$
|
40,250
|
|
|
$
|
37,943
|
|
||
Series D
7.375% non-cumulative perpetual |
115,000
|
|
|
115,000
|
|
|
110,873
|
|
|
115,000
|
|
|
115,000
|
|
|
110,873
|
|
||||
Series E
7.00% non-cumulative perpetual |
125,000
|
|
|
125,000
|
|
|
120,255
|
|
|
125,000
|
|
|
125,000
|
|
|
120,258
|
|
||||
Total
|
280,250
|
|
|
$
|
280,250
|
|
|
$
|
269,071
|
|
|
322,250
|
|
|
$
|
322,250
|
|
|
$
|
311,008
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
Securities Available-for-Sale
|
|
Cash Flow
Hedge
|
|
Total
|
|
Securities Available-for-Sale
|
|
Cash Flow
Hedge |
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gain (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
2,835
|
|
|
$
|
—
|
|
|
$
|
2,835
|
|
|
$
|
(2,995
|
)
|
|
$
|
—
|
|
|
$
|
(2,995
|
)
|
Unrealized gain arising during the period
|
12,565
|
|
|
—
|
|
|
12,565
|
|
|
39,374
|
|
|
—
|
|
|
39,374
|
|
||||||
Reclassification adjustment from other comprehensive income
|
(12,824
|
)
|
|
—
|
|
|
(12,824
|
)
|
|
(29,613
|
)
|
|
—
|
|
|
(29,613
|
)
|
||||||
Tax effect of current period changes
|
107
|
|
|
—
|
|
|
107
|
|
|
(4,083
|
)
|
|
—
|
|
|
(4,083
|
)
|
||||||
Total changes, net of taxes
|
(152
|
)
|
|
—
|
|
|
(152
|
)
|
|
5,678
|
|
|
—
|
|
|
5,678
|
|
||||||
Balance at end of period
|
$
|
2,683
|
|
|
$
|
—
|
|
|
$
|
2,683
|
|
|
$
|
2,683
|
|
|
$
|
—
|
|
|
$
|
2,683
|
|
June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized gain (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
2,438
|
|
|
$
|
(240
|
)
|
|
$
|
2,198
|
|
|
$
|
509
|
|
|
$
|
(136
|
)
|
|
$
|
373
|
|
Unrealized gain (loss) arising during the period
|
(3,420
|
)
|
|
581
|
|
|
(2,839
|
)
|
|
(90
|
)
|
|
401
|
|
|
311
|
|
||||||
Reclassification adjustment from other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Tax effect of current period changes
|
1,438
|
|
|
(245
|
)
|
|
1,193
|
|
|
35
|
|
|
(169
|
)
|
|
(134
|
)
|
||||||
Total changes, net of taxes
|
(1,982
|
)
|
|
336
|
|
|
(1,646
|
)
|
|
(53
|
)
|
|
232
|
|
|
179
|
|
||||||
Balance at end of period
|
$
|
456
|
|
|
$
|
96
|
|
|
$
|
552
|
|
|
$
|
456
|
|
|
$
|
96
|
|
|
$
|
552
|
|
|
Amount
|
|
Ratio
|
|
Minimum
Capital
Requirement
|
|
Ratio
|
|
Minimum
Required
to Be Well
Capitalized Under
Prompt Corrective
Action Provisions
|
|
Ratio
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
908,490
|
|
|
13.45
|
%
|
|
$
|
540,392
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital ratio
|
887,664
|
|
|
13.14
|
%
|
|
405,294
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Common equity tier 1 capital ratio
|
618,593
|
|
|
9.16
|
%
|
|
303,970
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage ratio
|
887,664
|
|
|
8.87
|
%
|
|
400,468
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Banc of California, NA
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
1,009,823
|
|
|
14.96
|
%
|
|
$
|
540,087
|
|
|
8.00
|
%
|
|
$
|
675,109
|
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
970,489
|
|
|
14.38
|
%
|
|
405,065
|
|
|
6.00
|
%
|
|
540,087
|
|
|
8.00
|
%
|
|||
Common equity tier 1 capital ratio
|
970,489
|
|
|
14.38
|
%
|
|
303,799
|
|
|
4.50
|
%
|
|
438,821
|
|
|
6.50
|
%
|
|||
Tier 1 leverage ratio
|
970,489
|
|
|
9.70
|
%
|
|
400,047
|
|
|
4.00
|
%
|
|
500,059
|
|
|
5.00
|
%
|
|||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
635,291
|
|
|
11.18
|
%
|
|
$
|
454,515
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital ratio
|
608,644
|
|
|
10.71
|
%
|
|
340,887
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Common equity tier 1 capital ratio
|
417,894
|
|
|
7.36
|
%
|
|
255,665
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage ratio
|
608,644
|
|
|
8.07
|
%
|
|
301,761
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Banc of California, NA
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital ratio
|
$
|
763,522
|
|
|
13.45
|
%
|
|
$
|
454,192
|
|
|
8.00
|
%
|
|
$
|
567,739
|
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
725,922
|
|
|
12.79
|
%
|
|
340,644
|
|
|
6.00
|
%
|
|
454,192
|
|
|
8.00
|
%
|
|||
Common equity tier 1 capital ratio
|
725,922
|
|
|
12.79
|
%
|
|
255,483
|
|
|
4.50
|
%
|
|
369,031
|
|
|
6.50
|
%
|
|||
Tier 1 leverage ratio
|
725,922
|
|
|
9.64
|
%
|
|
301,232
|
|
|
4.00
|
%
|
|
376,540
|
|
|
5.00
|
%
|
•
|
Permits banking organizations that had less than $15 billion in total consolidated assets as of December 31, 2009, to include in Tier 1 capital trust preferred securities and cumulative perpetual preferred stock that were issued and included in Tier 1 capital prior to May 19, 2010, subject to a limit of 25 percent of Tier 1 capital elements, excluding any non-qualifying capital instruments and after all regulatory capital deductions and adjustments have been applied to Tier 1 capital.
|
•
|
Establishes new qualifying criteria for regulatory capital, including new limitations on the inclusion of deferred tax assets and mortgage servicing rights.
|
•
|
Requires a minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5 percent.
|
•
|
Increases the minimum Tier 1 capital to risk-weighted assets ratio requirement from 4 percent to 6 percent.
|
•
|
Retains the minimum total capital to risk-weighted assets ratio requirement of 8 percent.
|
•
|
Retains a minimum leverage ratio requirement of 4 percent.
|
•
|
Changes the prompt corrective action standards so that in order to be considered well-capitalized, a depository institution must have a ratio of common equity Tier 1 capital to risk-weighted assets of 6.5 percent (new), a ratio of Tier 1 capital to risk-weighted assets of 8 percent (increased from 6 percent), a ratio of total capital to risk-weighted assets of 10 percent (unchanged), and a leverage ratio of 5 percent (unchanged).
|
•
|
Retains the existing regulatory capital framework for one-to-four family residential mortgage exposures.
|
•
|
Permits banking organizations that are not subject to the advanced approaches rule, such as the Company and the Bank, to retain, through a one-time election, the existing treatment for most accumulated other comprehensive income, such that unrealized gains and losses on securities available-for-sale will not affect regulatory capital amounts and ratios.
|
•
|
Implements a new capital conservation buffer requirement for a banking organization to maintain a common equity capital ratio more than 2.5 percent above the minimum common equity Tier 1 capital, Tier 1 capital and total risk based capital ratios in order to avoid limitations on capital distributions, including dividend payments, and certain discretionary bonus payments. The capital conservation buffer requirement will be phased in beginning on January 1, 2016 at 0.625 percent and will be fully phased in at 2.50 percent by January 1, 2019. A banking organization with a buffer of less than the required amount would be subject to increasingly stringent limitations on such distributions and payments as the buffer approaches zero. The new rule also generally prohibits a banking organization from making such distributions or payments during any quarter if its eligible retained income is negative and its capital conservation buffer ratio was 2.5 percent or less at the end of the previous quarter. The eligible retained income of a banking organization is defined as its net income for the four calendar quarters preceding the current calendar quarter, based on the organization’s quarterly regulatory reports, net of any distributions and associated tax effects not already reflected in net income.
|
•
|
Increases capital requirements for past-due loans, high volatility commercial real estate exposures, and certain short term commitments and securitization exposures.
|
•
|
Expands the recognition of collateral and guarantors in determining risk-weighted assets.
|
•
|
Removes references to credit ratings consistent with the Dodd Frank Act and establishes due diligence requirements for securitization exposures.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
Common
Stock
|
|
Class B
Common
Stock
|
|
Total
|
|
Common
Stock
|
|
Class B
Common
Stock
|
|
Total
|
||||||||||||
|
($ in thousands, except per share data)
|
||||||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
26,471
|
|
|
$
|
57
|
|
|
$
|
26,528
|
|
|
$
|
46,134
|
|
|
$
|
81
|
|
|
$
|
46,215
|
|
Less: income allocated to participating securities
|
(482
|
)
|
|
(1
|
)
|
|
(483
|
)
|
|
(851
|
)
|
|
(1
|
)
|
|
(852
|
)
|
||||||
Less: participating securities dividends
|
(186
|
)
|
|
—
|
|
|
(186
|
)
|
|
(371
|
)
|
|
(1
|
)
|
|
(372
|
)
|
||||||
Less: preferred stock dividends
|
(5,103
|
)
|
|
(11
|
)
|
|
(5,114
|
)
|
|
(9,672
|
)
|
|
(17
|
)
|
|
(9,689
|
)
|
||||||
Net income allocated to common stockholders
|
$
|
20,700
|
|
|
$
|
45
|
|
|
$
|
20,745
|
|
|
$
|
35,240
|
|
|
$
|
62
|
|
|
$
|
35,302
|
|
Weighted average common shares outstanding
|
47,324,887
|
|
|
101,954
|
|
|
47,426,841
|
|
|
43,618,536
|
|
|
76,147
|
|
|
43,694,683
|
|
||||||
Basic earnings per common share:
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.81
|
|
|
$
|
0.81
|
|
|
$
|
0.81
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income allocated to common stockholders
|
$
|
20,700
|
|
|
$
|
45
|
|
|
$
|
20,745
|
|
|
$
|
35,240
|
|
|
$
|
62
|
|
|
$
|
35,302
|
|
Additional income allocation for class B dilutive shares
|
(247
|
)
|
|
247
|
|
|
—
|
|
|
(407
|
)
|
|
407
|
|
|
—
|
|
||||||
Adjusted net income allocated to common stockholders
|
$
|
20,453
|
|
|
$
|
292
|
|
|
$
|
20,745
|
|
|
$
|
34,833
|
|
|
$
|
469
|
|
|
$
|
35,302
|
|
Weighted average common shares outstanding
|
47,324,887
|
|
|
101,954
|
|
|
47,426,841
|
|
|
43,618,536
|
|
|
76,147
|
|
|
43,694,683
|
|
||||||
Add: Dilutive effects of restricted stock units
|
258,521
|
|
|
—
|
|
|
258,521
|
|
|
198,582
|
|
|
—
|
|
|
198,582
|
|
||||||
Add: Dilutive effects of purchase contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Add: Dilutive effects of stock options
|
308,405
|
|
|
—
|
|
|
308,405
|
|
|
217,480
|
|
|
—
|
|
|
217,480
|
|
||||||
Add: Dilutive effects of warrants
|
—
|
|
|
560,667
|
|
|
560,667
|
|
|
—
|
|
|
503,304
|
|
|
503,304
|
|
||||||
Average shares and dilutive common shares
|
47,891,813
|
|
|
662,621
|
|
|
48,554,434
|
|
|
44,034,598
|
|
|
579,451
|
|
|
44,614,049
|
|
||||||
Diluted earnings per common share
|
$
|
0.43
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.79
|
|
|
$
|
0.81
|
|
|
$
|
0.79
|
|
June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
15,923
|
|
|
$
|
1
|
|
|
$
|
15,924
|
|
|
$
|
28,482
|
|
|
$
|
16
|
|
|
$
|
28,498
|
|
Less: income allocated to participating securities
|
(308
|
)
|
|
—
|
|
|
(308
|
)
|
|
(580
|
)
|
|
—
|
|
|
(580
|
)
|
||||||
Less: participating securities dividends
|
(173
|
)
|
|
—
|
|
|
(173
|
)
|
|
(346
|
)
|
|
—
|
|
|
(346
|
)
|
||||||
Less: preferred stock dividends
|
(2,843
|
)
|
|
—
|
|
|
(2,843
|
)
|
|
(3,751
|
)
|
|
(2
|
)
|
|
(3,753
|
)
|
||||||
Net income allocated to common stockholders
|
$
|
12,599
|
|
|
$
|
1
|
|
|
$
|
12,600
|
|
|
$
|
23,805
|
|
|
$
|
14
|
|
|
$
|
23,819
|
|
Weighted average common shares outstanding
|
38,519,816
|
|
|
11
|
|
|
38,519,827
|
|
|
38,127,368
|
|
|
20,998
|
|
|
38,148,366
|
|
||||||
Basic earnings per common share
|
$
|
0.33
|
|
|
$
|
0.33
|
|
|
$
|
0.33
|
|
|
$
|
0.62
|
|
|
$
|
0.62
|
|
|
$
|
0.62
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income allocated to common stockholders
|
$
|
12,599
|
|
|
$
|
1
|
|
|
$
|
12,600
|
|
|
$
|
23,805
|
|
|
$
|
14
|
|
|
$
|
23,819
|
|
Additional income allocation for class B dilutive shares
|
(162
|
)
|
|
162
|
|
|
—
|
|
|
$
|
(250
|
)
|
|
$
|
250
|
|
|
$
|
—
|
|
|||
Adjusted net income allocated to common stockholders
|
$
|
12,437
|
|
|
$
|
163
|
|
|
$
|
12,600
|
|
|
$
|
23,555
|
|
|
$
|
264
|
|
|
$
|
23,819
|
|
Weighted average common shares outstanding
|
38,519,816
|
|
|
11
|
|
|
38,519,827
|
|
|
38,127,368
|
|
|
20,998
|
|
|
38,148,366
|
|
||||||
Add: Dilutive effects of restricted stock units
|
138,196
|
|
|
—
|
|
|
138,196
|
|
|
142,381
|
|
|
—
|
|
|
142,381
|
|
||||||
Add: Dilutive effects of purchase contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Add: Dilutive effects of stock options
|
42,533
|
|
|
—
|
|
|
42,533
|
|
|
12,179
|
|
|
—
|
|
|
12,179
|
|
||||||
Add: Dilutive effects of warrants
|
—
|
|
|
494,622
|
|
|
494,622
|
|
|
—
|
|
|
404,369
|
|
|
404,369
|
|
||||||
Average shares and dilutive common shares
|
38,700,545
|
|
|
494,633
|
|
|
39,195,178
|
|
|
38,281,928
|
|
|
425,367
|
|
|
38,707,295
|
|
||||||
Diluted earnings per common share
|
$
|
0.32
|
|
|
$
|
0.33
|
|
|
$
|
0.32
|
|
|
$
|
0.62
|
|
|
$
|
0.62
|
|
|
$
|
0.62
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Fixed
Rate
|
|
Variable
Rate
|
|
Fixed
Rate
|
|
Variable
Rate
|
||||||||
|
(In thousands)
|
||||||||||||||
Commitments to extend credit
|
$
|
10,697
|
|
|
$
|
219,865
|
|
|
$
|
40,312
|
|
|
$
|
99,026
|
|
Unused lines of credit
|
12,354
|
|
|
698,215
|
|
|
6,044
|
|
|
508,295
|
|
||||
Letters of credit
|
1,377
|
|
|
13,790
|
|
|
2,611
|
|
|
11,278
|
|
|
As of or For the Three Months Ended
|
||||||||||||||||||||||
|
Commercial Banking
|
|
Mortgage Banking
|
|
Financial Advisory
|
|
Corporate/ Other
|
|
Inter-segment Elimination
|
|
Consolidated
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
80,181
|
|
|
$
|
3,706
|
|
|
$
|
—
|
|
|
$
|
(2,850
|
)
|
|
$
|
—
|
|
|
$
|
81,037
|
|
Provision for loan and lease losses
|
1,769
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,769
|
|
||||||
Noninterest income
|
20,691
|
|
|
40,708
|
|
|
821
|
|
|
3,694
|
|
|
(310
|
)
|
|
65,604
|
|
||||||
Noninterest expense
|
54,055
|
|
|
42,772
|
|
|
821
|
|
|
2,737
|
|
|
(310
|
)
|
|
100,075
|
|
||||||
Income (loss) before income taxes
|
$
|
45,048
|
|
|
$
|
1,642
|
|
|
$
|
—
|
|
|
$
|
(1,893
|
)
|
|
$
|
—
|
|
|
$
|
44,797
|
|
Total assets
|
$
|
9,706,188
|
|
|
$
|
447,580
|
|
|
$
|
—
|
|
|
$
|
113,237
|
|
|
$
|
(109,343
|
)
|
|
$
|
10,157,662
|
|
June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
54,889
|
|
|
$
|
3,486
|
|
|
$
|
—
|
|
|
$
|
(4,271
|
)
|
|
$
|
—
|
|
|
$
|
54,104
|
|
Provision for loan and lease losses
|
5,474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,474
|
|
||||||
Noninterest income
|
21,489
|
|
|
40,690
|
|
|
5,896
|
|
|
—
|
|
|
(1,382
|
)
|
|
66,693
|
|
||||||
Noninterest expense
|
46,235
|
|
|
38,616
|
|
|
4,451
|
|
|
—
|
|
|
(1,382
|
)
|
|
87,920
|
|
||||||
Income (loss) before income taxes
|
$
|
24,669
|
|
|
$
|
5,560
|
|
|
$
|
1,445
|
|
|
$
|
(4,271
|
)
|
|
$
|
—
|
|
|
$
|
27,403
|
|
Total assets
|
$
|
5,962,659
|
|
|
$
|
465,971
|
|
|
$
|
7,311
|
|
|
$
|
240,518
|
|
|
$
|
(238,577
|
)
|
|
$
|
6,437,882
|
|
|
As of or For the Six Months Ended
|
||||||||||||||||||||||
|
Commercial Banking
|
|
Mortgage Banking
|
|
Financial Advisory
|
|
Corporate/ Other
|
|
Inter-segment Elimination
|
|
Consolidated
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
151,708
|
|
|
$
|
6,878
|
|
|
$
|
—
|
|
|
$
|
(7,132
|
)
|
|
$
|
—
|
|
|
$
|
151,454
|
|
Provision for loan and lease losses
|
2,090
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,090
|
|
||||||
Noninterest income
|
43,522
|
|
|
68,839
|
|
|
2,636
|
|
|
3,694
|
|
|
(1,128
|
)
|
|
117,563
|
|
||||||
Noninterest expense
|
104,322
|
|
|
80,045
|
|
|
3,199
|
|
|
2,737
|
|
|
(1,128
|
)
|
|
189,175
|
|
||||||
Income (loss) before income taxes
|
$
|
88,818
|
|
|
$
|
(4,328
|
)
|
|
$
|
(563
|
)
|
|
$
|
(6,175
|
)
|
|
$
|
—
|
|
|
$
|
77,752
|
|
Total assets
|
$
|
9,706,188
|
|
|
$
|
447,580
|
|
|
$
|
—
|
|
|
$
|
113,237
|
|
|
$
|
(109,343
|
)
|
|
$
|
10,157,662
|
|
June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
106,441
|
|
|
$
|
5,987
|
|
|
$
|
—
|
|
|
$
|
(6,327
|
)
|
|
$
|
—
|
|
|
$
|
106,101
|
|
Provision for loan and lease losses
|
5,474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,474
|
|
||||||
Noninterest income
|
29,344
|
|
|
77,618
|
|
|
8,518
|
|
|
—
|
|
|
(2,807
|
)
|
|
112,673
|
|
||||||
Noninterest expense
|
87,142
|
|
|
72,761
|
|
|
6,703
|
|
|
—
|
|
|
(2,807
|
)
|
|
163,799
|
|
||||||
Income (loss) before income taxes
|
$
|
43,169
|
|
|
$
|
10,844
|
|
|
$
|
1,815
|
|
|
$
|
(6,327
|
)
|
|
$
|
—
|
|
|
$
|
49,501
|
|
Total assets
|
$
|
5,962,659
|
|
|
$
|
465,971
|
|
|
$
|
7,311
|
|
|
$
|
240,518
|
|
|
$
|
(238,577
|
)
|
|
$
|
6,437,882
|
|
•
|
On March 8, 2016, the Company issued and sold
5,577,500
shares of its voting common stock. Pursuant to an underwriting agreement with the Company entered into on March 2, 2016 for that offering, Keefe, Bruyette & Woods, Inc. received gross underwriting fees and commissions from the Company of approximately
$1.0 million
(less estimated expenses, the amount was
$846 thousand
).
|
•
|
On February 8, 2016, the Company issued and sold
5,000,000
depositary shares (Series E Depositary Shares) each representing a 1/40
th
ownership interest in a share of
7.00 percent
Non-Cumulative Perpetual Preferred Stock, Series E, with a liquidation preference of
$1,000
per share (equivalent to
$25
per depositary share). Pursuant to an underwriting agreement entered into with the Company for that offering on February 1, 2016, Keefe, Bruyette & Woods, Inc. received gross underwriting fees and commission from the Company of approximately
$944 thousand
(less estimated expenses, the amount was
$849 thousand
).
|
•
|
On April 8, 2015, the Company issued and sold
4,600,000
depositary shares (Series D Depositary Shares) each representing 1/40
th
ownership interest in a share of
7.375 percent
Non-Cumulative Perpetual Preferred Stock, Series D, with a liquidation preference of
$1,000
per share (equivalent to
$25
per depositary share). Pursuant to an underwriting agreement entered into with the Company for that offering on March 31, 2015, Keefe, Bruyette & Woods, Inc. received gross underwriting fees and commissions from the Company of approximately
$590 thousand
(less expenses, the amount was
$515 thousand
).
|
•
|
On April 6, 2015, the Company issued and sold
$175.0 million
aggregate principal amount of its
5.25 percent
Senior Notes due
April 15, 2025
. Pursuant to a purchase agreement entered into with the Company for that offering on March 31, 2015, Keefe, Bruyette & Woods, Inc. received gross underwriting fees and commissions from the Company of approximately
$263 thousand
(less expenses, the amount was
$221 thousand
).
|
•
|
On May 21, 2014, the Company issued and sold
5,922,500
shares of its voting common stock. Pursuant to an underwriting agreement with the Company entered into on May 15, 2014 for that offering, Keefe, Bruyette & Woods, Inc. received gross underwriting fees and commissions from the Company of approximately
$521 thousand
(less expenses, the amount was
$481 thousand
).
|
•
|
institute, solicit, assist or join, as a party, any proxy solicitation, consent solicitation, board nomination or director removal relating to the Company against or involving the Company or any of its subsidiaries, affiliates, successors, assigns, directors, officers, employees, agents, attorneys or financial advisors;
|
•
|
take any action relative to the governance of the Company that would violate its passivity commitments or vote the shares of voting common stock held or controlled by it on any matters related to the election, removal or replacement of directors or the calling of any meeting related thereto, other than in accordance with management’s recommendations included in the Company’s proxy statement for any annual meeting or special meeting;
|
•
|
form or join in a partnership, limited partnership, syndicate or other group, or solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the voting common stock and any other securities of the Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, voting common stock or such other securities (such other securities, together with the voting common stock, being referred to as Voting Securities), or become a participant in or assist, encourage or advise any person in any solicitation of any proxy, consent or other authority to vote any Voting Securities; or
|
•
|
enter into any negotiations, agreements, arrangements or understandings with any person with respect to any of the foregoing or advise, assist, encourage or seek to persuade any person to take any action with respect to any of the foregoing.
|
•
|
institute, solicit, assist or join, as a party, any proxy solicitation, consent solicitation, board nomination or director removal relating to Patriot against or involving Patriot or any of its subsidiaries, affiliates, successors, assigns, officers, partners, principals, employees, agents, attorneys or financial advisors; or
|
•
|
enter into any negotiations, agreements, arrangements or understandings with any person with respect to any of the foregoing or advise, assist, encourage or seek to persuade any person to take any action with respect to any of the foregoing.
|
|
As of or For the Three Months
|
|
As of or For the Six Months
|
||||||||||||
|
Ended June 30,
|
|
Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
($ in thousands, except per share data)
|
||||||||||||||
Selected financial condition data:
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
10,157,662
|
|
|
$
|
6,437,882
|
|
|
$
|
10,157,662
|
|
|
$
|
6,437,882
|
|
Cash and cash equivalents
|
271,732
|
|
|
458,990
|
|
|
271,732
|
|
|
458,990
|
|
||||
Loans and leases receivable, net
|
6,198,632
|
|
|
4,438,308
|
|
|
6,198,632
|
|
|
4,438,308
|
|
||||
Loans held-for-sale
|
893,782
|
|
|
746,651
|
|
|
893,782
|
|
|
746,651
|
|
||||
Other real estate owned, net
|
429
|
|
|
50
|
|
|
429
|
|
|
50
|
|
||||
Securities available-for-sale
|
1,302,785
|
|
|
487,293
|
|
|
1,302,785
|
|
|
487,293
|
|
||||
Securities held-to-maturity
|
962,282
|
|
|
53,414
|
|
|
962,282
|
|
|
53,414
|
|
||||
Bank owned life insurance
|
101,314
|
|
|
19,201
|
|
|
101,314
|
|
|
19,201
|
|
||||
Time deposits in financial institutions
|
1,500
|
|
|
1,900
|
|
|
1,500
|
|
|
1,900
|
|
||||
FHLB and other bank stock
|
81,115
|
|
|
34,187
|
|
|
81,115
|
|
|
34,187
|
|
||||
Deposits
|
7,928,956
|
|
|
5,105,010
|
|
|
7,928,956
|
|
|
5,105,010
|
|
||||
Total borrowings
|
1,107,743
|
|
|
614,077
|
|
|
1,107,743
|
|
|
614,077
|
|
||||
Total stockholders' equity
|
939,884
|
|
|
633,882
|
|
|
939,884
|
|
|
633,882
|
|
||||
Selected operations data:
|
|
|
|
|
|
|
|
||||||||
Total interest and dividend income
|
$
|
94,640
|
|
|
$
|
64,844
|
|
|
$
|
178,880
|
|
|
$
|
125,624
|
|
Total interest expense
|
13,603
|
|
|
10,740
|
|
|
27,426
|
|
|
19,523
|
|
||||
Net interest income
|
81,037
|
|
|
54,104
|
|
|
151,454
|
|
|
106,101
|
|
||||
Provision for loan and lease losses
|
1,769
|
|
|
5,474
|
|
|
2,090
|
|
|
5,474
|
|
||||
Net interest income after provision for loan and lease losses
|
79,268
|
|
|
48,630
|
|
|
149,364
|
|
|
100,627
|
|
||||
Total noninterest income
|
65,604
|
|
|
66,693
|
|
|
117,563
|
|
|
112,673
|
|
||||
Total noninterest expense
|
100,075
|
|
|
87,920
|
|
|
189,175
|
|
|
163,799
|
|
||||
Income before income taxes
|
44,797
|
|
|
27,403
|
|
|
77,752
|
|
|
49,501
|
|
||||
Income tax expense
|
18,269
|
|
|
11,479
|
|
|
31,537
|
|
|
21,003
|
|
||||
Net income
|
26,528
|
|
|
15,924
|
|
|
46,215
|
|
|
28,498
|
|
||||
Dividends paid on preferred stock
|
5,114
|
|
|
2,843
|
|
|
9,689
|
|
|
3,753
|
|
||||
Net income available to common stockholders
|
21,414
|
|
|
13,081
|
|
|
36,526
|
|
|
24,745
|
|
||||
Basic earnings per total common share
|
$
|
0.44
|
|
|
$
|
0.33
|
|
|
$
|
0.81
|
|
|
$
|
0.62
|
|
Diluted earnings per total common share
|
$
|
0.43
|
|
|
$
|
0.32
|
|
|
$
|
0.79
|
|
|
$
|
0.62
|
|
Performance ratios:
|
|
|
|
|
|
|
|
||||||||
Return on average assets
|
1.06
|
%
|
|
1.02
|
%
|
|
0.98
|
%
|
|
0.94
|
%
|
||||
Return on average equity
|
11.88
|
%
|
|
10.13
|
%
|
|
11.19
|
%
|
|
10.01
|
%
|
Dividend payout ratio
(1)
|
27.27
|
%
|
|
36.36
|
%
|
|
29.63
|
%
|
|
38.71
|
%
|
||||
Net interest spread
|
3.26
|
%
|
|
3.45
|
%
|
|
3.23
|
%
|
|
3.50
|
%
|
||||
Net interest margin
(2)
|
3.39
|
%
|
|
3.64
|
%
|
|
3.39
|
%
|
|
3.66
|
%
|
||||
Ratio of noninterest expense to average total assets
|
4.00
|
%
|
|
5.64
|
%
|
|
4.03
|
%
|
|
5.42
|
%
|
||||
Efficiency ratio
(3)
|
68.24
|
%
|
|
72.78
|
%
|
|
70.32
|
%
|
|
74.87
|
%
|
||||
Average interest-earning assets to average interest-bearing liabilities
|
123.90
|
%
|
|
126.58
|
%
|
|
124.70
|
%
|
|
124.49
|
%
|
||||
Asset quality ratios:
|
|
|
|
|
|
|
|
||||||||
ALLL
|
$
|
37,483
|
|
|
$
|
34,787
|
|
|
$
|
37,483
|
|
|
$
|
34,787
|
|
Nonperforming loans and leases
|
45,012
|
|
|
42,708
|
|
|
45,012
|
|
|
42,708
|
|
||||
Nonperforming assets
|
45,441
|
|
|
42,758
|
|
|
45,441
|
|
|
42,758
|
|
||||
Nonperforming assets to total assets
|
0.45
|
%
|
|
0.66
|
%
|
|
0.45
|
%
|
|
0.66
|
%
|
||||
ALLL to nonperforming loans and leases
|
83.27
|
%
|
|
81.45
|
%
|
|
83.27
|
%
|
|
81.45
|
%
|
||||
ALLL to total loans and leases
|
0.60
|
%
|
|
0.78
|
%
|
|
0.60
|
%
|
|
0.78
|
%
|
||||
Capital Ratios:
|
|
|
|
|
|
|
|
||||||||
Total stockholders' equity to total assets
|
9.25
|
%
|
|
9.85
|
%
|
|
9.25
|
%
|
|
9.85
|
%
|
||||
Average equity to average assets
|
8.93
|
%
|
|
10.08
|
%
|
|
8.79
|
%
|
|
9.42
|
%
|
||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
||||||||
Total risk-based capital ratio
|
13.45
|
%
|
|
14.01
|
%
|
|
13.45
|
%
|
|
14.01
|
%
|
||||
Tier 1 risk-based capital ratio
|
13.14
|
%
|
|
13.19
|
%
|
|
13.14
|
%
|
|
13.19
|
%
|
||||
Common equity tier 1 capital ratio
|
9.16
|
%
|
|
8.96
|
%
|
|
9.16
|
%
|
|
8.96
|
%
|
||||
Tier 1 leverage ratio
|
8.87
|
%
|
|
9.55
|
%
|
|
8.87
|
%
|
|
9.55
|
%
|
||||
Banc of California, NA
|
|
|
|
|
|
|
|
||||||||
Total risk-based capital ratio
|
14.96
|
%
|
|
14.86
|
%
|
|
14.96
|
%
|
|
14.86
|
%
|
||||
Tier 1 risk-based capital ratio
|
14.38
|
%
|
|
14.04
|
%
|
|
14.38
|
%
|
|
14.04
|
%
|
||||
Common equity tier 1 capital ratio
|
14.38
|
%
|
|
14.04
|
%
|
|
14.38
|
%
|
|
14.04
|
%
|
||||
Tier 1 leverage ratio
|
9.70
|
%
|
|
10.26
|
%
|
|
9.70
|
%
|
|
10.26
|
%
|
(1)
|
Ratio of dividends declared per common share to basic earnings per common share.
|
(2)
|
Net interest income divided by average interest-earning assets.
|
(3)
|
Efficiency ratio represents noninterest expense as a percentage of net interest income plus noninterest income.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
($ in thousands)
|
||||||||||||||
Average total stockholders' equity
|
$
|
898,164
|
|
|
$
|
630,547
|
|
|
$
|
830,544
|
|
|
$
|
574,254
|
|
Less average preferred stock
|
(269,073
|
)
|
|
(182,233
|
)
|
|
(265,016
|
)
|
|
(131,338
|
)
|
||||
Less average goodwill
|
(39,244
|
)
|
|
(31,591
|
)
|
|
(39,244
|
)
|
|
(31,591
|
)
|
||||
Less average other intangible assets
|
(17,299
|
)
|
|
(23,032
|
)
|
|
(17,950
|
)
|
|
(23,871
|
)
|
||||
Average tangible common equity
|
$
|
572,548
|
|
|
$
|
393,691
|
|
|
$
|
508,334
|
|
|
$
|
387,454
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
26,528
|
|
|
$
|
15,924
|
|
|
$
|
46,215
|
|
|
$
|
28,498
|
|
Less preferred stock dividends
|
(5,114
|
)
|
|
(2,843
|
)
|
|
(9,689
|
)
|
|
(3,753
|
)
|
||||
Add amortization of intangible assets
|
1,322
|
|
|
1,545
|
|
|
2,644
|
|
|
3,089
|
|
||||
Add impairment on intangible assets
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
||||
Less tax effect on amortization and impairment of intangible assets
(1)
|
(463
|
)
|
|
(631
|
)
|
|
(925
|
)
|
|
(1,171
|
)
|
||||
Adjusted net income
|
$
|
22,273
|
|
|
$
|
14,253
|
|
|
$
|
38,245
|
|
|
$
|
26,921
|
|
|
|
|
|
|
|
|
|
||||||||
Return on average equity
|
11.88
|
%
|
|
10.13
|
%
|
|
11.19
|
%
|
|
10.01
|
%
|
||||
Return on average tangible common equity
|
15.65
|
%
|
|
14.52
|
%
|
|
15.13
|
%
|
|
14.01
|
%
|
(1)
|
Utilized a 35 percent tax rate
|
•
|
Completed the redemption of all 32,000 outstanding shares of the Company's Non-Cumulative Perpetual Preferred Stock, Series A, and all 10,000 outstanding shares of the Company's Non-Cumulative Perpetual Preferred Stock, Series B, on April 1, 2016. The shares were redeemed at a redemption price equal to the liquidation amount of $1,000 per share plus the unpaid dividends for the current dividend period to, but excluding, the redemption date. Both the Series A preferred stock and the Series B preferred Stock were issued as part of the U.S. Department of the Treasury's Small Business Lending Fund Program.
|
•
|
Completed the redemption of all $84.8 million aggregate principal amount of the Company’s 7.50 percent Senior Notes due April 15, 2020 (Senior Notes I). The Senior Notes I were redeemed on April 15, 2016 at a redemption price of 100 percent of the principal amount plus accrued and unpaid interest to the redemption date.
|
•
|
Completed the sale of all of its membership interests in The Palisades Group, the Company's Financial Advisory Segment, on May 5, 2016. The Company recognized a gain from this transaction of $3.7 million. The Company received a mix of consideration that included cash, a two-year promissory note, an earn-out tied to the future success of The Palisades Group, and forgiveness of certain compensation to former employees. The Palisades Group has continued to provide advisory and credit management services to the Company following the closing of the transaction.
|
•
|
Completed the issuance and sale, in an underwritten public offering, of 5,250,000 shares of its voting common stock for gross proceeds of approximately $99.6 million on May 11, 2016.
|
•
|
Net income was
$26.5 million
for the three months ended
June 30, 2016
,
an increase
of
$10.6 million
, or
66.6 percent
, from
$15.9 million
for the three months ended
June 30, 2015
. For the
six months ended
June 30, 2016
, net income was
$46.2 million
,
an increase
of
$17.7 million
, or
62.2 percent
, from
$28.5 million
for the
six months ended
June 30, 2015
. Return on average assets was
1.06 percent
and
1.02 percent
, respectively, for the three months ended
June 30, 2016
and
2015
, and
0.98 percent
and
0.94 percent
, respectively, for the
six months ended
June 30, 2016
and
2015
.
|
•
|
Net interest income was
$81.0 million
for the three months ended
June 30, 2016
,
an increase
of
$26.9 million
, or
49.8 percent
, from
$54.1 million
for the three months ended
June 30, 2015
. For the
six months ended
June 30, 2016
, net interest income was
$151.5 million
,
an increase
of
$45.4 million
, or
42.7 percent
, from
$106.1 million
for the
six months ended
June 30, 2015
.The increase was mainly due to a higher interest income from increased average interest-earning assets, partially offset by a higher interest expense from increased interest-bearing liabilities and a lower average yield on loans and leases. Net interest margin was
3.39 percent
and
3.64 percent
for the three months ended
June 30, 2016
and
2015
, respectively, and
3.39 percent
and
3.66 percent
, respectively, for the
six months ended
June 30, 2016
and
2015
.
|
•
|
Noninterest income was
$65.6 million
for the three months ended
June 30, 2016
,
a decrease
of
$1.1 million
, or
1.6 percent
, from
$66.7 million
for the three months ended
June 30, 2015
. For the
six months ended
June 30, 2016
, noninterest income was
$117.6 million
,
an increase
of
$4.9 million
, or
4.3 percent
, from
$112.7 million
for the
six months ended
June 30, 2015
. The decrease for the three month period was mainly due to decreases in loan servicing income (loss), net gain on sale of loans, and advisory service fees, in addition to a gain on sale of building in the prior period. The increase for the six month period was mainly due to the increase in net gain on sale of securities available-for-sale, offset by decreases in loan servicing income (loss), net gain on sale of loans and advisory service fees, in addition to a gain on sale of building in the prior period.
|
•
|
Noninterest expense was
$100.1 million
for the three months ended
June 30, 2016
,
an increase
of
$12.2 million
, or
13.8 percent
, from
$87.9 million
for the three months ended
June 30, 2015
. For the
six months ended
June 30, 2016
, noninterest expense was
$189.2 million
,
an increase
of
$25.4 million
, or
15.5 percent
, from
$163.8 million
for the
six months ended
June 30, 2015
. The increase was mainly due to the continued expansion of the Company's business footprint.
|
•
|
Efficiency ratio was
68.24 percent
and
70.32 percent
, respectively, for the
three and six months ended
June 30, 2016
, an improvement of
4.54 percent
and
4.55 percent
, respectively, from
72.78 percent
and
74.87 percent
, respectively, for the
three and six months ended
June 30, 2015
. The improvement was mainly due to higher increases in net interest income and noninterest income than the increase in noninterest expense.
|
•
|
Total assets were
$10.16 billion
at
June 30, 2016
,
an increase
of
$1.92 billion
, or
23.3 percent
, from
$8.24 billion
at
December 31, 2015
. Average total assets were
$10.06 billion
for the three months ended
June 30, 2016
,
an increase
of
$3.81 billion
, or
60.9 percent
, from
$6.25 billion
for the three months ended
June 30, 2015
. For the
six months ended
June 30, 2016
, average total assets were
$9.45 billion
,
an increase
of
$3.35 billion
, or
55.0 percent
, from
$6.09 billion
for the
six months ended
June 30, 2015
. The increase was mainly due to increases in investment securities and loans and leases funded by net proceeds of the preferred stock and common stock offerings completed during the six months ended June 30, 2016 as well as higher utilization of FHLB advances and increased deposits.
|
•
|
Loans and leases receivable, net of ALLL were
$6.20 billion
at
June 30, 2016
,
an increase
of
$1.05 billion
, or
20.4 percent
, from
$5.15 billion
at
December 31, 2015
. Loans held-for-sale were
$893.8 million
at
June 30, 2016
,
an increase
of
$224.9 million
, or
33.6 percent
, from
$668.8 million
at December 31, 2015. Average total loans and leases were
$6.66 billion
for the three months ended
June 30, 2016
,
an increase
of
$1.41 billion
, or
26.8 percent
, from
$5.25 billion
for the three months ended
June 30, 2015
. For the
six months ended
June 30, 2016
, average total loans and leases were
$6.33 billion
,
an increase
of
$1.13 billion
, or
21.8 percent
, from
$5.20 billion
for the
six months ended
June 30, 2015
. The increase was due mainly to increased originations of loans and leases during the six months ended
June 30, 2016
.
|
•
|
Total deposits were
$7.93 billion
at
June 30, 2016
,
an increase
of
$1.63 billion
, or
25.8 percent
, from
$6.30 billion
at
December 31, 2015
. Average total deposits were
$6.90 billion
for the three months ended
June 30, 2016
,
an increase
of
$1.96 billion
, or
39.8 percent
, from
$4.94 billion
for the three months ended
June 30, 2015
. For the
six months ended
June 30, 2016
, average total deposits were
$6.73 billion
,
an increase
of
$1.88 billion
, or
38.7 percent
, from
$4.85 billion
for the
six months ended
June 30, 2015
. The increase was mainly due to strong deposit growth across the Company's business units, including strong growth from the financial institutions banking business, as well as an increased average balance per account. The Company also strategically added brokered certificates of deposit in order to facilitate a reduction in FHLB borrowings and maintain a low overall cost of funds, while securing an adequate level of contingent liquidity.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Interest and dividend income
|
$
|
94,640
|
|
|
$
|
64,844
|
|
|
$
|
178,880
|
|
|
$
|
125,624
|
|
Interest expense
|
13,603
|
|
|
10,740
|
|
|
27,426
|
|
|
19,523
|
|
||||
Net interest income
|
81,037
|
|
|
54,104
|
|
|
151,454
|
|
|
106,101
|
|
||||
Provision for loan and lease losses
|
1,769
|
|
|
5,474
|
|
|
2,090
|
|
|
5,474
|
|
||||
Noninterest income
|
65,604
|
|
|
66,693
|
|
|
117,563
|
|
|
112,673
|
|
||||
Noninterest expense
|
100,075
|
|
|
87,920
|
|
|
189,175
|
|
|
163,799
|
|
||||
Income before income taxes
|
44,797
|
|
|
27,403
|
|
|
77,752
|
|
|
49,501
|
|
||||
Income tax expense
|
18,269
|
|
|
11,479
|
|
|
31,537
|
|
|
21,003
|
|
||||
Net income
|
26,528
|
|
|
15,924
|
|
|
46,215
|
|
|
28,498
|
|
||||
Preferred stock dividends
|
5,114
|
|
|
2,843
|
|
|
9,689
|
|
|
3,753
|
|
||||
Net income available to common stockholders
|
$
|
21,414
|
|
|
$
|
13,081
|
|
|
$
|
36,526
|
|
|
$
|
24,745
|
|
Basic earnings per total common share
|
$
|
0.44
|
|
|
$
|
0.33
|
|
|
$
|
0.81
|
|
|
$
|
0.62
|
|
Diluted earnings per total common share
|
$
|
0.43
|
|
|
$
|
0.32
|
|
|
$
|
0.79
|
|
|
$
|
0.62
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||
|
Average
Balance
|
|
Interest
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Cost
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loans and leases
(1)
|
$
|
6,663,340
|
|
|
$
|
73,743
|
|
|
4.45
|
%
|
|
$
|
5,254,729
|
|
|
$
|
60,699
|
|
|
4.63
|
%
|
Securities
|
2,696,524
|
|
|
19,393
|
|
|
2.89
|
%
|
|
402,366
|
|
|
2,119
|
|
|
2.11
|
%
|
||||
Other interest-earning assets
(2)
|
260,073
|
|
|
1,504
|
|
|
2.33
|
%
|
|
310,105
|
|
|
2,026
|
|
|
2.62
|
%
|
||||
Total interest-earning assets
|
9,619,937
|
|
|
94,640
|
|
|
3.96
|
%
|
|
5,967,200
|
|
|
64,844
|
|
|
4.36
|
%
|
||||
ALLL
|
(37,637
|
)
|
|
|
|
|
|
(29,445
|
)
|
|
|
|
|
||||||||
BOLI and non-interest earning assets
(3)
|
478,937
|
|
|
|
|
|
|
315,595
|
|
|
|
|
|
||||||||
Total assets
|
$
|
10,061,237
|
|
|
|
|
|
|
$
|
6,253,350
|
|
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings
|
$
|
866,051
|
|
|
1,603
|
|
|
0.74
|
%
|
|
$
|
867,532
|
|
|
1,606
|
|
|
0.74
|
%
|
||
Interest-bearing checking
|
1,981,702
|
|
|
3,135
|
|
|
0.64
|
%
|
|
1,012,211
|
|
|
1,996
|
|
|
0.79
|
%
|
||||
Money market
|
1,672,662
|
|
|
1,962
|
|
|
0.47
|
%
|
|
1,142,858
|
|
|
1,028
|
|
|
0.36
|
%
|
||||
Certificates of deposit
|
1,176,478
|
|
|
1,685
|
|
|
0.58
|
%
|
|
1,055,939
|
|
|
1,535
|
|
|
0.58
|
%
|
||||
FHLB advances
|
1,663,791
|
|
|
1,966
|
|
|
0.48
|
%
|
|
375,385
|
|
|
290
|
|
|
0.31
|
%
|
||||
Securities sold under repurchase agreements
|
210,299
|
|
|
389
|
|
|
0.74
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Long term debt and other interest-bearing liabilities
|
193,144
|
|
|
2,863
|
|
|
5.96
|
%
|
|
260,075
|
|
|
4,285
|
|
|
6.61
|
%
|
||||
Total interest-bearing liabilities
|
7,764,127
|
|
|
13,603
|
|
|
0.70
|
%
|
|
4,714,000
|
|
|
10,740
|
|
|
0.91
|
%
|
||||
Noninterest-bearing deposits
|
1,205,987
|
|
|
|
|
|
|
859,420
|
|
|
|
|
|
||||||||
Non-interest-bearing liabilities
|
192,959
|
|
|
|
|
|
|
49,383
|
|
|
|
|
|
||||||||
Total liabilities
|
9,163,073
|
|
|
|
|
|
|
5,622,803
|
|
|
|
|
|
||||||||
Total stockholders’ equity
|
898,164
|
|
|
|
|
|
|
630,547
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
10,061,237
|
|
|
|
|
|
|
$
|
6,253,350
|
|
|
|
|
|
||||||
Net interest income/spread
|
|
|
$
|
81,037
|
|
|
3.26
|
%
|
|
|
|
$
|
54,104
|
|
|
3.45
|
%
|
||||
Net interest margin
(4)
|
|
|
|
|
3.39
|
%
|
|
|
|
|
|
3.64
|
%
|
(1)
|
Total loans and leases include loans held-for-sale and loans and leases held-for-investment, and are net of deferred fees, related direct costs and discounts, but exclude the ALLL. Non-accrual loans and leases are included in the average balance. Loan fees (costs) of
$294 thousand
and
$(313) thousand
and accretion of discount on purchased loans of
$10.5 million
and
$7.2 million
for the three months ended
June 30, 2016
and
2015
, respectively, are included in interest income.
|
(2)
|
Includes average balance of FHLB and other bank stock at cost and average time deposits with other financial institutions.
|
(3)
|
Includes average balance of bank-owned life insurance of
$100.9 million
and
$19.2 million
for the three months ended
June 30, 2016
and
2015
, respectively.
|
(4)
|
Annualized net interest income divided by average interest-earning assets.
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||
|
Average
Balance
|
|
Interest
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Cost
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total loans and leases
(1)
|
$
|
6,329,388
|
|
|
$
|
140,887
|
|
|
4.48
|
%
|
|
$
|
5,197,382
|
|
|
$
|
118,854
|
|
|
4.61
|
%
|
Securities
|
2,412,703
|
|
|
35,440
|
|
|
2.95
|
%
|
|
378,553
|
|
|
4,046
|
|
|
2.16
|
%
|
||||
Other interest-earning assets
(2)
|
239,961
|
|
|
2,553
|
|
|
2.14
|
%
|
|
265,248
|
|
|
2,724
|
|
|
2.07
|
%
|
||||
Total interest-earning assets
|
8,982,052
|
|
|
178,880
|
|
|
4.00
|
%
|
|
5,841,183
|
|
|
125,624
|
|
|
4.34
|
%
|
||||
ALLL
|
(36,606
|
)
|
|
|
|
|
|
(29,533
|
)
|
|
|
|
|
||||||||
BOLI and non-interest earning assets
(3)
|
501,760
|
|
|
|
|
|
|
281,627
|
|
|
|
|
|
||||||||
Total assets
|
$
|
9,447,206
|
|
|
|
|
|
|
$
|
6,093,277
|
|
|
|
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Savings
|
$
|
850,508
|
|
|
3,175
|
|
|
0.75
|
%
|
|
$
|
906,316
|
|
|
3,354
|
|
|
0.75
|
%
|
||
Interest-bearing checking
|
1,941,268
|
|
|
6,378
|
|
|
0.66
|
%
|
|
1,027,468
|
|
|
4,037
|
|
|
0.79
|
%
|
||||
Money market
|
1,554,997
|
|
|
3,641
|
|
|
0.47
|
%
|
|
1,118,060
|
|
|
1,986
|
|
|
0.36
|
%
|
||||
Certificates of deposit
|
1,167,690
|
|
|
3,298
|
|
|
0.57
|
%
|
|
1,030,243
|
|
|
3,149
|
|
|
0.62
|
%
|
||||
FHLB advances
|
1,309,725
|
|
|
3,228
|
|
|
0.50
|
%
|
|
431,182
|
|
|
643
|
|
|
0.30
|
%
|
||||
Securities sold under repurchase agreements
|
150,347
|
|
|
549
|
|
|
0.73
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Long term debt and other interest-bearing liabilities
|
228,400
|
|
|
7,157
|
|
|
6.30
|
%
|
|
178,680
|
|
|
6,354
|
|
|
7.17
|
%
|
||||
Total interest-bearing liabilities
|
7,202,935
|
|
|
27,426
|
|
|
0.77
|
%
|
|
4,691,949
|
|
|
19,523
|
|
|
0.84
|
%
|
||||
Noninterest-bearing deposits
|
1,218,489
|
|
|
|
|
|
|
771,445
|
|
|
|
|
|
||||||||
Non-interest-bearing liabilities
|
195,238
|
|
|
|
|
|
|
55,629
|
|
|
|
|
|
||||||||
Total liabilities
|
8,616,662
|
|
|
|
|
|
|
5,519,023
|
|
|
|
|
|
||||||||
Total stockholders’ equity
|
830,544
|
|
|
|
|
|
|
574,254
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
9,447,206
|
|
|
|
|
|
|
$
|
6,093,277
|
|
|
|
|
|
||||||
Net interest income/spread
|
|
|
$
|
151,454
|
|
|
3.23
|
%
|
|
|
|
$
|
106,101
|
|
|
3.50
|
%
|
||||
Net interest margin
(4)
|
|
|
|
|
3.39
|
%
|
|
|
|
|
|
3.66
|
%
|
(1)
|
Total loans and leases include loans held-for-sale and loans and leases held-for-investment, and are net of deferred fees, related direct costs and discounts, but exclude the ALLL. Non-accrual loans and leases are included in the average balance. Loan fees (costs) of
$379 thousand
and
$(422) thousand
and accretion of discount on purchased loans of
$21.1 million
and
$14.0 million
for the
six months ended
June 30, 2016
and
2015
, respectively, are included in interest income.
|
(2)
|
Includes average balance of FHLB and other bank stock at cost and average time deposits with other financial institutions.
|
(3)
|
Includes average balance of bank-owned life insurance of
$100.6 million
and
$19.1 million
for the
six months ended
June 30, 2016
and
2015
, respectively.
|
(4)
|
Annualized net interest income divided by average interest-earning assets.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
|
2016 vs. 2015
|
|
2016 vs. 2015
|
||||||||||||||||||||
|
Increase (Decrease) Due to
|
|
Net
Increase
(Decrease)
|
|
Increase (Decrease) Due to
|
|
Net
Increase (Decrease) |
||||||||||||||||
|
Volume
|
|
Rate
|
|
|
Volume
|
|
Rate
|
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total loans and leases
|
$
|
15,500
|
|
|
$
|
(2,456
|
)
|
|
$
|
13,044
|
|
|
$
|
25,457
|
|
|
$
|
(3,424
|
)
|
|
$
|
22,033
|
|
Securities
|
16,223
|
|
|
1,051
|
|
|
17,274
|
|
|
29,394
|
|
|
2,000
|
|
|
31,394
|
|
||||||
Other interest-earning assets
|
(309
|
)
|
|
(213
|
)
|
|
(522
|
)
|
|
(262
|
)
|
|
91
|
|
|
(171
|
)
|
||||||
Total interest-earning assets
|
$
|
31,414
|
|
|
$
|
(1,618
|
)
|
|
$
|
29,796
|
|
|
$
|
54,589
|
|
|
$
|
(1,333
|
)
|
|
$
|
53,256
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(179
|
)
|
|
$
|
—
|
|
|
$
|
(179
|
)
|
Interest-bearing checking
|
1,581
|
|
|
(442
|
)
|
|
1,139
|
|
|
3,096
|
|
|
(755
|
)
|
|
2,341
|
|
||||||
Money market
|
563
|
|
|
371
|
|
|
934
|
|
|
928
|
|
|
727
|
|
|
1,655
|
|
||||||
Certificates of deposit
|
150
|
|
|
—
|
|
|
150
|
|
|
412
|
|
|
(263
|
)
|
|
149
|
|
||||||
FHLB advances
|
1,445
|
|
|
231
|
|
|
1,676
|
|
|
1,948
|
|
|
637
|
|
|
2,585
|
|
||||||
Securities sold under repurchase agreements
|
389
|
|
|
—
|
|
|
389
|
|
|
549
|
|
|
—
|
|
|
549
|
|
||||||
Long term debt and other interest-bearing liabilities
|
(1,029
|
)
|
|
(393
|
)
|
|
(1,422
|
)
|
|
1,636
|
|
|
(833
|
)
|
|
803
|
|
||||||
Total interest-bearing liabilities
|
3,096
|
|
|
(233
|
)
|
|
2,863
|
|
|
8,390
|
|
|
(487
|
)
|
|
7,903
|
|
||||||
Net interest income
|
$
|
28,318
|
|
|
$
|
(1,385
|
)
|
|
$
|
26,933
|
|
|
$
|
46,199
|
|
|
$
|
(846
|
)
|
|
$
|
45,353
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Customer service fees
|
$
|
1,173
|
|
|
$
|
1,072
|
|
|
$
|
2,021
|
|
|
$
|
1,982
|
|
Loan servicing income (loss)
|
(3,347
|
)
|
|
2,007
|
|
|
(8,635
|
)
|
|
1,565
|
|
||||
Income from bank owned life insurance
|
580
|
|
|
47
|
|
|
1,143
|
|
|
106
|
|
||||
Net gain (loss) on sale of securities available-for-sale
|
12,824
|
|
|
—
|
|
|
29,613
|
|
|
(2
|
)
|
||||
Net gain on sale of loans
|
2,147
|
|
|
7,838
|
|
|
4,342
|
|
|
12,310
|
|
||||
Net revenue on mortgage banking activities
|
43,795
|
|
|
39,403
|
|
|
77,479
|
|
|
77,336
|
|
||||
Advisory service fees
|
510
|
|
|
4,435
|
|
|
1,507
|
|
|
5,632
|
|
||||
Loan brokerage income
|
759
|
|
|
661
|
|
|
1,633
|
|
|
1,802
|
|
||||
Gain on sale of building
|
—
|
|
|
9,919
|
|
|
—
|
|
|
9,919
|
|
||||
Gain on sale of a subsidiary
|
3,694
|
|
|
—
|
|
|
3,694
|
|
|
—
|
|
||||
Other income
|
3,469
|
|
|
1,311
|
|
|
4,766
|
|
|
2,023
|
|
||||
Total noninterest income
|
$
|
65,604
|
|
|
$
|
66,693
|
|
|
$
|
117,563
|
|
|
$
|
112,673
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Salaries and employee benefits, excluding commissions
|
$
|
45,270
|
|
|
$
|
41,880
|
|
|
$
|
89,682
|
|
|
$
|
80,072
|
|
Commissions for mortgage banking activities
|
15,752
|
|
|
14,240
|
|
|
28,523
|
|
|
25,819
|
|
||||
Salaries and employee benefits
|
61,022
|
|
|
56,120
|
|
|
118,205
|
|
|
105,891
|
|
||||
Occupancy and equipment
|
11,943
|
|
|
10,325
|
|
|
23,683
|
|
|
20,096
|
|
||||
Professional fees
|
6,763
|
|
|
6,689
|
|
|
12,975
|
|
|
10,124
|
|
||||
Outside service fees
|
3,186
|
|
|
1,729
|
|
|
6,249
|
|
|
3,056
|
|
||||
Data processing
|
2,838
|
|
|
2,075
|
|
|
5,032
|
|
|
3,910
|
|
||||
Advertising
|
2,406
|
|
|
1,252
|
|
|
4,233
|
|
|
2,164
|
|
||||
Regulatory assessments
|
1,879
|
|
|
1,376
|
|
|
3,615
|
|
|
2,730
|
|
||||
Provision for loan repurchases
|
(141
|
)
|
|
999
|
|
|
(500
|
)
|
|
1,844
|
|
||||
Amortization of intangible assets
|
1,322
|
|
|
1,545
|
|
|
2,644
|
|
|
3,089
|
|
||||
Impairment on intangible assets
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
||||
All other expense
|
8,857
|
|
|
5,552
|
|
|
13,039
|
|
|
10,637
|
|
||||
Total noninterest expense
|
$
|
100,075
|
|
|
$
|
87,920
|
|
|
$
|
189,175
|
|
|
$
|
163,799
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Amortized
Cost |
|
Fair
Value |
|
Unrealized Gain (Loss)
|
|
Amortized
Cost |
|
Fair
Value |
|
Unrealized Gain (Loss)
|
||||||||||||
|
(In thousands)
|
|
|
|
|
||||||||||||||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
239,675
|
|
|
$
|
249,204
|
|
|
$
|
9,529
|
|
|
$
|
239,274
|
|
|
$
|
218,583
|
|
|
$
|
(20,691
|
)
|
Collateralized loan obligations
|
416,322
|
|
|
409,630
|
|
|
(6,692
|
)
|
|
416,284
|
|
|
411,207
|
|
|
(5,077
|
)
|
||||||
Commercial mortgage-backed securities
|
306,285
|
|
|
322,037
|
|
|
15,752
|
|
|
306,645
|
|
|
302,495
|
|
|
(4,150
|
)
|
||||||
Total securities held-to-maturity
|
$
|
962,282
|
|
|
$
|
980,871
|
|
|
$
|
18,589
|
|
|
$
|
962,203
|
|
|
$
|
932,285
|
|
|
$
|
(29,918
|
)
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SBA loan pool securities
|
$
|
1,363
|
|
|
$
|
1,416
|
|
|
$
|
53
|
|
|
$
|
1,485
|
|
|
$
|
1,504
|
|
|
$
|
19
|
|
Private label residential mortgage-backed securities
|
1,452
|
|
|
1,453
|
|
|
1
|
|
|
1,755
|
|
|
1,768
|
|
|
13
|
|
||||||
Corporate bonds
|
60,167
|
|
|
60,113
|
|
|
(54
|
)
|
|
26,657
|
|
|
26,152
|
|
|
(505
|
)
|
||||||
Collateralized loan obligation
|
939,215
|
|
|
942,706
|
|
|
3,491
|
|
|
111,719
|
|
|
111,468
|
|
|
(251
|
)
|
||||||
Commercial mortgage-backed securities
|
11,186
|
|
|
11,398
|
|
|
212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Agency mortgage-backed securities
|
284,813
|
|
|
285,699
|
|
|
886
|
|
|
697,152
|
|
|
692,704
|
|
|
(4,448
|
)
|
||||||
Total securities available-for-sale
|
$
|
1,298,196
|
|
|
$
|
1,302,785
|
|
|
$
|
4,589
|
|
|
$
|
838,768
|
|
|
$
|
833,596
|
|
|
$
|
(5,172
|
)
|
|
One Year or Less
|
|
More than One Year
through Five Years
|
|
More than Five Years
through Ten Years
|
|
More than Ten
Years |
|
Total
|
|||||||||||||||||||||||||
|
Amortized
Cost |
|
Weighted
Average Yield |
|
Amortized
Cost |
|
Weighted
Average Yield |
|
Amortized
Cost |
|
Weighted
Average Yield |
|
Amortized
Cost |
|
Weighted
Average Yield |
|
Amortized
Cost |
|
Weighted
Average Yield |
|||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Corporate bonds
|
$
|
—
|
|
|
—
|
%
|
|
$
|
15,000
|
|
|
5.00
|
%
|
|
$
|
224,675
|
|
|
5.06
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
239,675
|
|
|
5.05
|
%
|
Collateralized loan obligation
|
416,322
|
|
|
2.67
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
416,322
|
|
|
2.67
|
%
|
|||||
Commercial mortgage-backed securities
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
224,075
|
|
|
3.96
|
%
|
|
82,210
|
|
|
3.81
|
%
|
|
306,285
|
|
|
3.92
|
%
|
|||||
Total securities held-to-maturity
|
$
|
416,322
|
|
|
2.67
|
%
|
|
$
|
15,000
|
|
|
5.00
|
%
|
|
$
|
448,750
|
|
|
4.51
|
%
|
|
$
|
82,210
|
|
|
3.81
|
%
|
|
$
|
962,282
|
|
|
3.66
|
%
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
SBA loan pools securities
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,363
|
|
|
2.78
|
%
|
|
$
|
1,363
|
|
|
2.78
|
%
|
Private label residential mortgage-backed securities
|
118
|
|
|
2.95
|
%
|
|
754
|
|
|
3.83
|
%
|
|
—
|
|
|
—
|
%
|
|
580
|
|
|
5.60
|
%
|
|
1,452
|
|
|
4.47
|
%
|
|||||
Corporate bonds
|
—
|
|
|
—
|
%
|
|
23,000
|
|
|
6.11
|
%
|
|
32,167
|
|
|
5.47
|
%
|
|
5,000
|
|
|
5.50
|
%
|
|
60,167
|
|
|
5.72
|
%
|
|||||
Collateralized loan obligation
|
939,215
|
|
|
2.77
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
939,215
|
|
|
2.77
|
%
|
|||||
Commercial mortgage-backed securities
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
11,186
|
|
|
3.90
|
%
|
|
11,186
|
|
|
3.90
|
%
|
|||||
Agency mortgage-backed securities
|
171,980
|
|
|
0.83
|
%
|
|
10,165
|
|
|
1.14
|
%
|
|
—
|
|
|
—
|
%
|
|
102,668
|
|
|
1.55
|
%
|
|
284,813
|
|
|
1.10
|
%
|
|||||
Total securities available-for-sale
|
$
|
1,111,313
|
|
|
2.47
|
%
|
|
$
|
33,919
|
|
|
4.57
|
%
|
|
$
|
32,167
|
|
|
5.47
|
%
|
|
$
|
120,797
|
|
|
1.97
|
%
|
|
$
|
1,298,196
|
|
|
2.55
|
%
|
|
June 30,
2016 |
|
December 31,
2015 |
|
Amount
Change
|
|
Percentage
Change
|
|||||||
|
($ in thousands)
|
|||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|||||||
Commercial and industrial
|
$
|
1,306,866
|
|
|
$
|
876,999
|
|
|
$
|
429,867
|
|
|
49.0
|
%
|
Commercial real estate
|
725,107
|
|
|
727,707
|
|
|
(2,600
|
)
|
|
(0.4
|
)%
|
|||
Multi-family
|
1,147,597
|
|
|
904,300
|
|
|
243,297
|
|
|
26.9
|
%
|
|||
SBA
|
65,477
|
|
|
57,706
|
|
|
7,771
|
|
|
13.5
|
%
|
|||
Construction
|
86,852
|
|
|
55,289
|
|
|
31,563
|
|
|
57.1
|
%
|
|||
Lease financing
|
228,663
|
|
|
192,424
|
|
|
36,239
|
|
|
18.8
|
%
|
|||
Consumer:
|
|
|
|
|
|
|
|
|||||||
Single family residential mortgage
|
2,455,724
|
|
|
2,150,453
|
|
|
305,271
|
|
|
14.2
|
%
|
|||
Green Loans (HELOC)—first liens
|
99,620
|
|
|
105,131
|
|
|
(5,511
|
)
|
|
(5.2
|
)%
|
|||
Green Loans (HELOC)—second liens
|
4,298
|
|
|
4,704
|
|
|
(406
|
)
|
|
(8.6
|
)%
|
|||
Other consumer
|
115,911
|
|
|
109,681
|
|
|
6,230
|
|
|
5.7
|
%
|
|||
Total loans and leases
|
6,236,115
|
|
|
5,184,394
|
|
|
1,051,721
|
|
|
20.3
|
%
|
|||
ALLL
|
(37,483
|
)
|
|
(35,533
|
)
|
|
(1,950
|
)
|
|
5.5
|
%
|
|||
Loans and leases receivable, net
|
$
|
6,198,632
|
|
|
$
|
5,148,861
|
|
|
$
|
1,049,771
|
|
|
20.4
|
%
|
|
June 30,
2016 |
|
December 31,
2015 |
|
Amount
Change
|
|
Percentage
Change
|
|||||||
|
($ in thousands)
|
|||||||||||||
Loans past due 90 days or more still on accrual
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
NM
|
|
Nonaccrual loans and leases
|
45,012
|
|
|
45,129
|
|
|
(117
|
)
|
|
(0.3
|
)%
|
|||
Total non-performing loans
|
45,012
|
|
|
45,129
|
|
|
(117
|
)
|
|
(0.3
|
)%
|
|||
Other real estate owned
|
429
|
|
|
1,097
|
|
|
(668
|
)
|
|
(60.9
|
)%
|
|||
Total non-performing assets
|
$
|
45,441
|
|
|
$
|
46,226
|
|
|
$
|
(785
|
)
|
|
(1.7
|
)%
|
Performing restructured loans
(1)
|
$
|
14,450
|
|
|
$
|
7,842
|
|
|
$
|
6,608
|
|
|
84.3
|
%
|
Total non-performing loans and leases to total loans and leases
|
0.72
|
%
|
|
0.87
|
%
|
|
|
|
|
|||||
Total non-performing assets to total assets
|
0.45
|
%
|
|
0.56
|
%
|
|
|
|
|
|||||
ALLL to non-performing loans and leases
|
83.27
|
%
|
|
78.74
|
%
|
|
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
NTM
Loans
|
|
Traditional
Loans
|
|
Total
|
|
NTM
Loans |
|
Traditional
Loans
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SBA
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
990
|
|
|
13,784
|
|
|
14,774
|
|
|
1,015
|
|
|
5,841
|
|
|
6,856
|
|
||||||
Green Loans (HELOC) - first liens
|
2,246
|
|
|
—
|
|
|
2,246
|
|
|
2,400
|
|
|
—
|
|
|
2,400
|
|
||||||
Green Loans (HELOC) - second liens
|
294
|
|
|
—
|
|
|
294
|
|
|
553
|
|
|
—
|
|
|
553
|
|
||||||
Total
|
$
|
3,530
|
|
|
$
|
13,784
|
|
|
$
|
17,314
|
|
|
$
|
3,968
|
|
|
$
|
5,844
|
|
|
$
|
9,812
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
ALLL
|
|
Loans and
Leases
Receivable
|
|
ALLL
|
|
Loans and
Leases Receivable |
||||||||
|
(In thousands)
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
8,004
|
|
|
$
|
1,306,866
|
|
|
$
|
5,850
|
|
|
$
|
876,999
|
|
Commercial real estate
|
3,554
|
|
|
725,107
|
|
|
4,252
|
|
|
727,707
|
|
||||
Multi-family
|
6,914
|
|
|
1,147,597
|
|
|
6,012
|
|
|
904,300
|
|
||||
SBA
|
697
|
|
|
65,477
|
|
|
683
|
|
|
57,706
|
|
||||
Construction
|
1,677
|
|
|
86,852
|
|
|
1,530
|
|
|
55,289
|
|
||||
Lease financing
|
2,540
|
|
|
228,663
|
|
|
2,195
|
|
|
192,424
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
13,143
|
|
|
2,555,344
|
|
|
13,854
|
|
|
2,255,584
|
|
||||
Other consumer
|
954
|
|
|
120,209
|
|
|
1,157
|
|
|
114,385
|
|
||||
Unallocated ALLL
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
Total
|
$
|
37,483
|
|
|
$
|
6,236,115
|
|
|
$
|
35,533
|
|
|
$
|
5,184,394
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
($ in thousands)
|
||||||||||||||
ALLL at beginning of period
|
$
|
35,845
|
|
|
$
|
29,345
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
Charge-offs:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
(137
|
)
|
|
(23
|
)
|
|
(137
|
)
|
|
(33
|
)
|
||||
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
||||
Multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
SBA
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(55
|
)
|
||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Lease financing
|
(479
|
)
|
|
(1
|
)
|
|
(581
|
)
|
|
(88
|
)
|
||||
Single family residential mortgage
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
||||
Other consumer
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Total charge-offs
|
(772
|
)
|
|
(79
|
)
|
|
(874
|
)
|
|
(436
|
)
|
||||
Recoveries:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
—
|
|
|
5
|
|
|
—
|
|
|
8
|
|
||||
Commercial real estate
|
371
|
|
|
—
|
|
|
371
|
|
|
132
|
|
||||
Multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
SBA
|
245
|
|
|
41
|
|
|
276
|
|
|
113
|
|
||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Lease financing
|
24
|
|
|
—
|
|
|
85
|
|
|
—
|
|
||||
Single family residential mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other consumer
|
1
|
|
|
1
|
|
|
2
|
|
|
13
|
|
||||
Total recoveries
|
641
|
|
|
47
|
|
|
734
|
|
|
269
|
|
||||
Provision for loan and lease losses
|
1,769
|
|
|
5,474
|
|
|
2,090
|
|
|
5,474
|
|
||||
ALLL at end of period
|
$
|
37,483
|
|
|
$
|
34,787
|
|
|
$
|
37,483
|
|
|
$
|
34,787
|
|
Average total loans and leases held-for-investment
|
$
|
5,721,417
|
|
|
$
|
3,944,193
|
|
|
$
|
5,478,015
|
|
|
$
|
3,920,456
|
|
Total loans and leases held-for-investment at end of period
|
$
|
6,236,115
|
|
|
$
|
4,473,095
|
|
|
$
|
6,236,115
|
|
|
$
|
4,473,095
|
|
Ratios:
|
|
|
|
|
|
|
|
||||||||
Annualized net charge-offs to average total loans and leases held-for-investment
|
0.01
|
%
|
|
0.00
|
%
|
|
0.01
|
%
|
|
0.01
|
%
|
||||
ALLL to total loans and leases held-for-investment
|
0.60
|
%
|
|
0.78
|
%
|
|
0.60
|
%
|
|
0.78
|
%
|
|
June 30,
2016 |
|
December 31,
2015 |
|
Amount
Change
|
|
Percentage
Change
|
|||||||
|
($ in thousands)
|
|||||||||||||
Loan breakdown by ALLL evaluation type:
|
|
|
|
|
|
|
|
|||||||
Originated loans and leases
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
$
|
25,661
|
|
|
$
|
30,654
|
|
|
$
|
(4,993
|
)
|
|
(16.3
|
)%
|
Collectively evaluated for impairment
|
4,254,975
|
|
|
3,117,528
|
|
|
1,137,447
|
|
|
36.5
|
%
|
|||
Acquired loans through business acquisitions not impaired at acquisition
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
3,470
|
|
|
3,629
|
|
|
(159
|
)
|
|
(4.4
|
)%
|
|||
Collectively evaluated for impairment
|
1,022,696
|
|
|
1,124,874
|
|
|
(102,178
|
)
|
|
(9.1
|
)%
|
|||
Seasoned SFR mortgage loan pools - non-impaired
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
9,717
|
|
|
—
|
|
|
9,717
|
|
|
—
|
%
|
|||
Collectively evaluated for impairment
|
168,352
|
|
|
194,978
|
|
|
(26,626
|
)
|
|
(13.7
|
)%
|
|||
Acquired with deteriorated credit quality
|
751,244
|
|
|
712,731
|
|
|
38,513
|
|
|
5.4
|
%
|
|||
Total loans
|
$
|
6,236,115
|
|
|
$
|
5,184,394
|
|
|
$
|
1,051,721
|
|
|
20.3
|
%
|
ALLL breakdown:
|
|
|
|
|
|
|
|
|||||||
Originated loans and leases
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
$
|
215
|
|
|
$
|
369
|
|
|
$
|
(154
|
)
|
|
(41.7
|
)%
|
Collectively evaluated for impairment
|
34,575
|
|
|
32,713
|
|
|
1,862
|
|
|
5.7
|
%
|
|||
Acquired loans through business acquisitions not impaired at acquisition
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Collectively evaluated for impairment
|
1,458
|
|
|
2,245
|
|
|
(787
|
)
|
|
(35.1
|
)%
|
|||
Seasoned SFR mortgage loan pools - non-impaired
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
1,131
|
|
|
—
|
|
|
1,131
|
|
|
—
|
%
|
|||
Collectively evaluated for impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Acquired with deteriorated credit quality
|
104
|
|
|
206
|
|
|
(102
|
)
|
|
(49.5
|
)%
|
|||
Total ALLL
|
$
|
37,483
|
|
|
$
|
35,533
|
|
|
$
|
1,950
|
|
|
5.5
|
%
|
Discount on purchased/acquired Loans:
|
|
|
|
|
|
|
|
|||||||
Acquired loans through business acquisitions not impaired at acquisition
|
$
|
20,136
|
|
|
$
|
21,366
|
|
|
$
|
(1,230
|
)
|
|
(5.8
|
)%
|
Seasoned SFR mortgage loan pools - non-impaired
|
11,304
|
|
|
12,545
|
|
|
(1,241
|
)
|
|
(9.9
|
)%
|
|||
Acquired with deteriorated credit quality
|
76,505
|
|
|
68,372
|
|
|
8,133
|
|
|
11.9
|
%
|
|||
Total discount
|
$
|
107,945
|
|
|
$
|
102,283
|
|
|
$
|
5,662
|
|
|
5.5
|
%
|
Ratios:
|
|
|
|
|
|
|
|
|||||||
To originated loans and leases:
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
0.84
|
%
|
|
1.20
|
%
|
|
(0.36
|
)%
|
|
|
||||
Collectively evaluated for impairment
|
0.81
|
%
|
|
1.05
|
%
|
|
(0.24
|
)%
|
|
|
||||
Total ALLL
|
0.81
|
%
|
|
1.05
|
%
|
|
(0.24
|
)%
|
|
|
||||
To originated loans and leases and acquired loans through business acquisition not impaired at acquisition
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
0.74
|
%
|
|
1.08
|
%
|
|
(0.34
|
)%
|
|
|
||||
Collectively evaluated for impairment
|
0.68
|
%
|
|
0.82
|
%
|
|
(0.14
|
)%
|
|
|
||||
Total ALLL
|
0.68
|
%
|
|
0.83
|
%
|
|
(0.15
|
)%
|
|
|
||||
Total ALLL and discount
(1)
|
1.06
|
%
|
|
1.33
|
%
|
|
(0.27
|
)%
|
|
|
||||
To total loans and leases:
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
3.46
|
%
|
|
1.08
|
%
|
|
2.38
|
%
|
|
|
||||
Collectively evaluated for impairment
|
0.66
|
%
|
|
0.79
|
%
|
|
(0.13
|
)%
|
|
|
||||
Total ALLL
|
0.60
|
%
|
|
0.69
|
%
|
|
(0.09
|
)%
|
|
|
||||
Total ALLL and discount
(1)
|
2.33
|
%
|
|
2.66
|
%
|
|
(0.33
|
)%
|
|
|
(1)
|
Total ALLL plus discount divided by carrying value.
|
|
June 30,
2016 |
|
December 31,
2015 |
|
Change
|
|
Change
|
|||||||
|
($ in thousands)
|
|||||||||||||
Noninterest-bearing deposits
|
$
|
1,093,686
|
|
|
$
|
1,121,124
|
|
|
$
|
(27,438
|
)
|
|
(2.4
|
)%
|
Interest-bearing demand deposits
|
2,053,656
|
|
|
1,697,055
|
|
|
356,601
|
|
|
21.0
|
%
|
|||
Money market accounts
|
2,343,561
|
|
|
1,479,931
|
|
|
863,630
|
|
|
58.4
|
%
|
|||
Savings accounts
|
909,242
|
|
|
823,618
|
|
|
85,624
|
|
|
10.4
|
%
|
|||
Certificates of deposit of under $100,000
|
920,338
|
|
|
633,372
|
|
|
286,966
|
|
|
45.3
|
%
|
|||
Certificates of deposit of $100,000 through $250,000
|
244,258
|
|
|
250,868
|
|
|
(6,610
|
)
|
|
(2.6
|
)%
|
|||
Certificates of deposit of more than $250,000
|
364,215
|
|
|
297,117
|
|
|
67,098
|
|
|
22.6
|
%
|
|||
Total deposits
|
$
|
7,928,956
|
|
|
$
|
6,303,085
|
|
|
$
|
1,625,871
|
|
|
25.8
|
%
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Par Value
|
|
Discount
|
|
Par Value
|
|
Discount
|
||||||||
|
($ in thousands)
|
||||||||||||||
Senior Note I, 7.50% per annum
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,750
|
|
|
$
|
2,902
|
|
Senior Note II, 5.25% per annum
|
175,000
|
|
|
2,426
|
|
|
175,000
|
|
|
2,516
|
|
||||
Amortizing Note, 7.50% per annum
|
5,271
|
|
|
102
|
|
|
7,763
|
|
|
219
|
|
||||
Total
|
$
|
180,271
|
|
|
$
|
2,528
|
|
|
$
|
267,513
|
|
|
$
|
5,637
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
1,328
|
|
|
$
|
1,901
|
|
|
$
|
2,067
|
|
|
$
|
1,869
|
|
Provision for unfunded loan commitments
|
523
|
|
|
174
|
|
|
(216
|
)
|
|
206
|
|
||||
Balance at end of period
|
$
|
1,851
|
|
|
$
|
2,075
|
|
|
$
|
1,851
|
|
|
$
|
2,075
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at beginning of period
|
$
|
9,781
|
|
|
$
|
8,432
|
|
|
$
|
9,700
|
|
|
$
|
8,303
|
|
Provision for loan repurchases
|
851
|
|
|
1,573
|
|
|
1,230
|
|
|
2,901
|
|
||||
Utilization of reserve for loan repurchases
|
(194
|
)
|
|
(594
|
)
|
|
(492
|
)
|
|
(1,793
|
)
|
||||
Balance at end of period
|
$
|
10,438
|
|
|
$
|
9,411
|
|
|
$
|
10,438
|
|
|
$
|
9,411
|
|
|
Commitments and Contractual Obligations
|
||||||||||||||||||
|
Total
Amount
Committed
|
|
Less Than
One Year
|
|
More Than
One Year
Through
Three Years
|
|
More Than
Three Year
Through
Five Years
|
|
Over Five
Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commitments to extend credit
|
$
|
230,562
|
|
|
$
|
107,537
|
|
|
$
|
94,053
|
|
|
$
|
2,296
|
|
|
$
|
26,676
|
|
Unused lines of credit
|
710,569
|
|
|
470,776
|
|
|
30,414
|
|
|
121,848
|
|
|
87,531
|
|
|||||
Standby letters of credit
|
15,167
|
|
|
10,709
|
|
|
2,769
|
|
|
1,669
|
|
|
20
|
|
|||||
Total commitments
|
$
|
956,298
|
|
|
$
|
589,022
|
|
|
$
|
127,236
|
|
|
$
|
125,813
|
|
|
$
|
114,227
|
|
FHLB advances
|
$
|
930,000
|
|
|
$
|
830,000
|
|
|
$
|
75,000
|
|
|
$
|
25,000
|
|
|
$
|
—
|
|
Long-term debt
|
263,208
|
|
|
14,708
|
|
|
18,375
|
|
|
18,375
|
|
|
211,750
|
|
|||||
Operating and capital lease obligations
|
40,949
|
|
|
14,298
|
|
|
16,098
|
|
|
7,638
|
|
|
2,915
|
|
|||||
Certificate of deposits
|
1,528,811
|
|
|
1,448,389
|
|
|
69,680
|
|
|
10,186
|
|
|
556
|
|
|||||
Total contractual obligations
|
$
|
2,762,968
|
|
|
$
|
2,307,395
|
|
|
$
|
179,153
|
|
|
$
|
61,199
|
|
|
$
|
215,221
|
|
|
Banc of California, Inc.
|
|
Banc of California, NA
|
|
Minimum Regulatory Requirements
|
|
Well Capitalized Requirements (Bank)
|
||||
June 30, 2016
|
|
|
|
|
|
|
|
||||
Total risk-based capital ratio
|
13.45
|
%
|
|
14.96
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
13.14
|
%
|
|
14.38
|
%
|
|
6.00
|
%
|
|
8.00
|
%
|
Common equity tier 1 capital ratio
|
9.16
|
%
|
|
14.38
|
%
|
|
4.50
|
%
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
8.87
|
%
|
|
9.70
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
December 31, 2015
|
|
|
|
|
|
|
|
||||
Total risk-based capital ratio
|
11.18
|
%
|
|
13.45
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
10.71
|
%
|
|
12.79
|
%
|
|
6.00
|
%
|
|
8.00
|
%
|
Common equity tier 1 capital ratio
|
7.36
|
%
|
|
12.79
|
%
|
|
4.50
|
%
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
8.07
|
%
|
|
9.64
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
•
|
Originating and purchasing adjustable-rate mortgage loans,
|
•
|
Originating shorter-term consumer loans,
|
•
|
Managing the duration of investment securities,
|
•
|
Managing our deposits to establish stable deposit relationships,
|
•
|
Using FHLB advances and/or certain derivatives such as swaps to align maturities and repricing terms, and
|
•
|
Managing the percentage of fixed-rate loans in our portfolio.
|
|
June 30, 2016
|
||||||||||||||||||||
Change in
Interest Rates in
Basis Points (bp)
(1)
|
Economic Value of Equity
|
|
Net Interest Income
|
||||||||||||||||||
Amount
|
|
Amount
Change
|
|
Percentage
Change
|
|
Amount
|
|
Amount
Change
|
|
Percentage
Change
|
|||||||||||
|
($ in thousands)
|
||||||||||||||||||||
+200 bp
|
$
|
1,179,774
|
|
|
$
|
(108,527
|
)
|
|
(8.4
|
)%
|
|
$
|
335,222
|
|
|
$
|
(10,391
|
)
|
|
(3.0
|
)%
|
+100 bp
|
1,248,219
|
|
|
(40,082
|
)
|
|
(3.1
|
)%
|
|
341,435
|
|
|
(4,178
|
)
|
|
(1.2
|
)%
|
||||
0 bp
|
1,288,301
|
|
|
|
|
|
|
345,613
|
|
|
|
|
|
||||||||
-100 bp
|
1,246,428
|
|
|
(41,873
|
)
|
|
(3.3
|
)%
|
|
335,994
|
|
|
(9,619
|
)
|
|
(2.8
|
)%
|
(1)
|
Assumes an instantaneous uniform change in interest rates at all maturities
|
|
Purchase of Equity Securities by the Issuer
|
|
|
|||||||||
|
Total Number of Shares
|
|
Average
Price Paid
Per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans
|
|
Total Number
of Shares
That May Yet
be Purchased
Under the
Plan
|
|||||
From April 1, 2016 to April 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
From May 1, 2016 to May 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
From June 1, 2016 to June 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
2.1
|
Stock Purchase Agreement, dated as of June 3, 2011, by and among Banc of California, Inc., (f/k/a First PacTrust Bancorp, Inc.) (sometimes referred to below as the Registrant or the Company), Gateway Bancorp, Inc. (Gateway), each of the stockholders of Gateway and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative)
|
(a)
|
|
|
|
2.1A
|
Amendment No. 1, dated as of November 28, 2011, to Stock Purchase Agreement, dated as of June 3, 2011, by and among The Registrant, Gateway Bancorp, the Sellers named therein and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative)
|
(a)(1)
|
|
|
|
2.2B
|
Amendment No. 2, dated as of February 24, 2012, to Stock Purchase Agreement, dated as of June 3, 2011, by and among the Registrant, Gateway Bancorp, the Sellers named therein and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative)
|
(a)(2)
|
|
|
|
2.2C
|
Amendment No. 3, dated as of June 30, 2012, to Stock Purchase Agreement, dated as of June 3, 2011, by and among the Registrant, Gateway Bancorp, the Sellers named therein and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative)
|
(a)(3)
|
|
|
|
2.2D
|
Amendment No. 4, dated as of July 31, 2012, to Stock Purchase Agreement, dated as of June 3, 2011, by and among the Registrant, Gateway Bancorp, the Sellers named therein and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative)
|
(a)(4)
|
|
|
|
2.3
|
Agreement and Plan of Merger, dated as of August 30, 2011, by and between the Registrant and Beach Business Bank, as amended by Amendment No. 1thereto dated as of October 31, 2011
|
(b)
|
|
|
|
2.4
|
Agreement and Plan of Merger, dated as of August 21, 2012, by and among First PacTrust Bancorp, Inc., Beach Business Bank and The Private Bank of California
|
(c)
|
|
|
|
2.5
|
Amendment No. 1, dated as of May 5, 2013, to Agreement and Plan of Merger, dated as of August 21, 2012, by and among the Registrant, Beach Business Bank and The Private Bank of California
|
(x)
|
|
|
|
2.6
|
Agreement and Plan of Merger, dated as of October 25, 2013, by and among the Registrant, Banc of California, National Association, CS Financial, Inc., the Sellers named therein and the Sellers’ Representative named therein
|
(y)
|
|
|
|
2.7
|
Purchase and Assumption Agreement, dated as of April 22, 2014, by and between Banco Popular North America and Banc of California, National Association
|
(aa)
|
|
|
|
3.1
|
Articles of Incorporation of the Registrant
|
(d)
|
|
|
|
3.2
|
Articles of Amendment to the Charter of the Registrant increasing the authorized capital stock of the Registrant
|
(e)
|
|
|
|
3.3
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Senior Non-Cumulative Perpetual Preferred Stock, Series A
|
(f)
|
|
|
|
3.4
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Class B Non-Voting Common Stock
|
(g)
|
|
|
|
3.5
|
Articles of Amendment to Articles Supplementary to the Charter of the Registrant containing the terms of the Registrant’s Class B Non-Voting Common Stock
|
(h)
|
|
|
|
3.6
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s 8.00% Non-Cumulative Perpetual Preferred Stock, Series C
|
(o)
|
|
|
|
3.7
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Non-Cumulative Perpetual Preferred Stock, Series B
|
(p)
|
|
|
|
3.8
|
Articles of Amendment to the Charter of the Registrant changing the Registrant’s name
|
(q)
|
|
|
|
3.9
|
Articles of Amendment to the Charter of the Registrant increasing the authorized capital stock of the Registrant
|
(bb)
|
|
|
|
3.10
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s 7.375% Non-Cumulative Perpetual Preferred Stock, Series D
|
(mm)
|
|
|
|
3.11
|
Bylaws of the Registrant
|
(ii)
|
|
|
|
3.12
|
Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s 7.00% Non-Cumulative Perpetual Preferred Stock, Series E
|
(rr)
|
|
|
|
4.2
|
Warrant to purchase up to 1,395,000 shares of the Registrant common stock originally issued on November 1, 2010
|
(g)
|
|
|
|
4.3
|
Senior Debt Securities Indenture, dated as of April 23, 2012, between the Registrant and U.S. Bank National Association, as Trustee
|
(l)
|
|
|
|
4.4
|
Supplemental Indenture, dated as of April 23, 2012, between the Registrant and U.S. Bank National Association, as Trustee, relating to the Registrant’s 7.50% Senior Notes due April 15, 2020 and form of 7.50% Senior Notes due April 15, 2020
|
(l)
|
|
|
|
4.5
|
Second Supplemental Indenture, dated as of April 6, 2015, between the Registrant and U.S. Bank National Association, as Trustee, relating to the Registrant’s 5.25% Senior Notes due April 15, 2025 and form of 5.25% Senior Notes due April 15, 2025
|
(ll)
|
|
|
|
4.6
|
Deposit Agreement, dated as of June 12, 2013, among the Registrant, Registrar and Transfer Company, as Depositary and the holders from time to time of the depositary receipts described therein
|
(o)
|
|
|
|
4.7
|
Deposit Agreement, dated as of April 8, 2015, among the Registrant, Computershare Inc. and Computershare Trust Company, N.A., collectively as Depositary, and the holders from time to time of the depositary receipts described therein
|
(mm)
|
|
|
|
4.8
|
Purchase Contract Agreement, dated May 21, 2014, between the Company and U.S. Bank National Association
|
(ee)
|
|
|
|
4.9
|
Indenture, dated May 21, 2014, between the Company and U.S. Bank National Association
|
(ee)
|
|
|
|
4.10
|
First Supplemental Indenture, dated May 21, 2014, between the Company and U.S. Bank National Association relating to the Registrant's 8% Tangible Equity Units due May 15, 2017
|
(ee)
|
|
|
|
4.11
|
Deposit Agreement, dated as of February 8, 2016, among the Registrant, Computershare Inc. and Computershare Trust Company, N.A., collectively as Depositary, and the holders from time to time of the depositary receipts described therein.
|
(rr)
|
|
|
|
10.1
|
Employment Agreement, dated as of August 21, 2012, by and between the Registrant and Steven A. Sugarman
|
(i)
|
|
|
|
10.1A
|
Stock Appreciation Right Grant Agreement between the Registrant and Steven A. Sugarman dated August 21, 2012
|
(i)
|
|
|
|
10.1B
|
Amendment dated December 13, 2013 to Stock Appreciation Right Grant Agreement between the Registrant and Steven Sugarman dated August 21, 2012
|
(ff)
|
|
|
|
10.1C
|
Letter Agreement, dated as of May 23, 2014, by and between the Registrant and Steven A. Sugarman, relating to Stock Appreciation Rights issued with respect to Tangible Equity Units
|
(gg)
|
|
|
|
10.1D
|
Letter Agreement, dated as of March 2, 2016, by and between the Registrant and Steven A. Sugarman
|
(tt)
|
|
|
|
10.1E
|
Amended and Restated Employment Agreement, dated as of March 24, 2016, by and among Banc of California, Inc., Banc of California, National Association, and Steven A. Sugarman
|
(uu)
|
|
|
|
10.1F
|
Letter Agreement, dated as of March 24, 2016, by and between the Registrant and Steven A. Sugarman
|
(uu)
|
|
|
|
10.2
|
Employment Agreement, dated as of September 25, 2012, by and among the Registrant, Pacific Trust Bank and Beach Business Bank and Robert M. Franko
|
(i)
|
|
|
|
10.2A
|
Mutual Termination and Release Letter Agreement, dated September 25, 2012, relating to Executive Employment Agreement, dated June 1, 2003, between Doctors’ Bancorp, predecessor-in-interest to Beach Business Bank, and Robert M. Franko
|
(i)
|
|
|
|
10.3
|
Employment Agreement, dated as of August 22, 2012, by and among the Registrant and John C. Grosvenor
|
(i)
|
|
|
|
10.3A
|
First Amendment to Employment Agreement, dated January 1, 2016, by and between the Registrant and John C. Grosvenor
|
(ss)
|
|
|
|
10.4
|
Employment Agreement, dated as of November 5, 2012, by and among the Registrant and Ronald J. Nicolas, Jr.
|
(i)
|
|
|
|
10.4A
|
Separation and Settlement Agreement, dated as of August 12, 2015, by and between the Registrant and Ronald J. Nicolas, Jr.
|
(qq)
|
|
|
|
10.5
|
Employment Agreement, dated as of September 17, 2013, by and among the Registrant and Hugh F. Boyle
|
(cc)
|
|
|
|
10.5A
|
First Amendment to Employment Agreement, dated as of January 1, 2016 by and between Registrant and Hugh F. Boyle
|
(ss)
|
|
|
|
10.6
|
Registrant’s 2011 Omnibus Incentive Plan
|
(j)
|
|
|
|
10.7A
|
Form of Incentive Stock Option Agreement under 2011 Omnibus Incentive Plan
|
(m)
|
|
|
|
10.7B
|
Form of Non-Qualified Stock Option Agreement under 2011 Omnibus Incentive Plan
|
(m)
|
|
|
|
10.7C
|
Form of Restricted Stock Agreement Under 2011 Omnibus Incentive Plan
|
(m)
|
|
|
|
10.8
|
Registrant’s 2003 Stock Option and Incentive Plan
|
(k)
|
|
|
|
10.9
|
Registrant’s 2003 Recognition and Retention Plan
|
(k)
|
|
|
|
10.10
|
Small Business Lending Fund-Securities Purchase Agreement, dated August 30, 2011, between the Registrant and the Secretary of the United States Treasury
|
(f)
|
|
|
|
10.11
|
Management Services Agreement, dated as of December 27, 2012, by and between CS Financial, Inc. and Pacific Trust Bank
|
(n)
|
|
|
|
10.12
|
Employment Agreement, dated as of May 13, 2013, by and among Pacific Trust Bank and Jeffrey T. Seabold
|
(z)
|
|
|
|
10.12A
|
Amended and Restated Employment Agreement, effective as of April 1, 2015, by and among Banc of California, National Association, and Jeffrey T. Seabold
|
(kk)
|
|
|
|
10.12B
|
First Amendment to Amended and Restated Employment Agreement, dated effective as of January 1, 2016, by between Banc of California, National Association and Jeffrey T. Seabold
|
(ss)
|
|
|
|
10.13
|
Registrant’s 2013 Omnibus Stock Incentive Plan
|
(r)
|
|
|
|
10.13A
|
Form of Incentive Stock Option Agreement under 2013 Omnibus Stock Incentive Plan
|
(s)
|
|
|
|
10.13B
|
Form of Non-Qualified Stock Option Agreement under 2013 Omnibus Stock Incentive Plan
|
(s)
|
|
|
|
10.13C
|
Form of Restricted Stock Agreement under 2013 Omnibus Stock Incentive Plan
|
(s)
|
|
|
|
10.13D
|
Form of Restricted Stock Unit Agreement under 2013 Omnibus Stock Incentive Plan
|
(dd)
|
|
|
|
10.13E
|
Form of Restricted Stock Unit Agreement for Employee Equity Ownership Program under 2013 Omnibus Stock Incentive Plan
|
(dd)
|
|
|
|
10.13F
|
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under 2013 Omnibus Stock Incentive Plan
|
(gg)
|
|
|
|
10.13G
|
Form of Restricted Stock Agreement for Non-Employee Directors under 2013 Omnibus Stock Incentive Plan
|
(gg)
|
|
|
|
10.13H
|
Form of Performance Unit Agreement under 2013 Omnibus Stock Incentive Plan
|
(kk)
|
|
|
|
10.13I
|
Form of Performance-Based Incentive Stock Option Agreement under the 2013 Omnibus Stock Incentive Plan
|
(kk)
|
|
|
|
10.13J
|
Form of Performance-Based Non-Qualified Stock Option Agreement under the 2013 Omnibus Stock Incentive Plan
|
(kk)
|
|
|
|
10.13K
|
Form of Performance-Based Restricted Stock Agreement under the 2013 Omnibus Stock Incentive Plan.
|
(kk)
|
|
|
|
10.14
|
Agreement to Assume Liabilities and to Acquire Assets of Branch Banking Offices, dated as of May 31, 2013, between Pacific Trust Bank and AmericanWest Bank
|
(t)
|
|
|
|
10.15
|
Common Stock Share Exchange Agreement, dated as of May 29, 2013, by and between the Registrant and TCW Shared Opportunity Fund V, L.P.
|
(u)
|
|
|
|
10.15A
|
Assignment and Assumption Agreement, dated as of December 10, 2014, by and among Crescent Special Situations Fund (Investor Group), L.P., Crescent Special Situations Fund (Legacy V), L.P., TCW Shared Opportunity Fund V, L.P. and the Registrant.
|
(jj)
|
|
|
|
10.16
|
Purchase and Sale Agreement and Escrow Instructions, dated as of July 24, 2013, by and between the Registrant and Memorial Health Services
|
(v)
|
|
|
|
10.17
|
Assumption Agreement, dated as of July 1, 2013, by and between the Registrant and The Private Bank of California
|
(w)
|
|
|
|
10.18
|
Securities Purchase Agreement, dated as of April 22, 2014, by and between the Registrant and OCM BOCA Investor, LLC
|
(aa)
|
|
|
|
10.18A
|
Acknowledgment and Amendment to Securities Purchase Agreement, dated as of October 28, 2014 by and between Banc of California, Inc. and OCM BOCA Investor, LLC.
|
(hh)
|
|
|
|
10.19
|
Securities Purchase Agreement, dated as of October 30, 2014, by and among the Registrant, Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel L.P., Patriot Financial Partners II, L.P., and Patriot Financial Partners Parallel II, L.P.
|
(hh)
|
|
|
|
10.20
|
Purchase and Sale Agreement and Escrow Instructions, dated as of May 19, 2015, by and between Banc of California, N.A. and VF Outdoor, Inc.
|
(nn)
|
|
|
|
10.21
|
Amendment to Purchase and Sale Agreement and Escrow Instructions, dated as of May 19, 2015, by and between Banc of California, N.A. and VF Outdoor, Inc.
|
(oo)
|
|
|
|
10.22
|
Employment Agreement, dated as of July 29, 2015, by and among the Registrant and James J. McKinney
|
(pp)
|
|
|
|
10.22A
|
Amended and Restated Employment Agreement, dated as of March 24, 2016, by and between Banc of California, Inc. and James J. McKinney
|
(uu)
|
|
|
|
10.23
|
Agreement of Purchase and Sale, dated as of October 2, 2015, by and between The Realty Associates Fund IX, L.P. and Banc of California, National Association
|
(ii)
|
|
|
|
10.24
|
Employment Agreement, dated as of January 6, 2014, by and among Banc of California, National Association and J. Francisco A. Turner
|
(ss)
|
|
|
|
10.24A
|
Amended and Restated Employment Agreement, dated as of March 24, 2016, by and between Banc of California, National Association, and J. Francisco A. Turner
|
(uu)
|
|
|
|
10.25
|
Form Director and Executive Officer Indemnification Agreement
|
(ss)
|
|
|
|
10.26
|
Employment Agreement, dated as of March 24, 2016, by and between Banc of California, Inc. and Brian Kuelbs
|
(uu)
|
|
|
|
10.27
|
Amended and Restated Employment Agreement, dated as of March 24, 2016, by and among Banc of California, Inc. and Thedora Nickel
|
(uu)
|
|
|
|
10.28
|
Trust Agreement, dated as of August 3, 2016, by and between Banc of California, Inc. and Evercore Trust Company, N.A., as trustee.
|
10.28
|
|
|
|
10.29
|
Common Stock Purchase Agreement, dated as of August 3, 2016, by and between Banc of California, Inc. and Banc of California Capital and Liquidity Enhancement Employee Compensation Trust.
|
10.29
|
|
|
|
11.0
|
Statement regarding computation of per share earnings
|
(vv)
|
|
|
|
31.1
|
Rule 13a-14(a) Certification (Chief Executive Officer)
|
31.1
|
|
|
|
31.2
|
Rule 13a-14(a) Certification (Chief Financial Officer)
|
31.2
|
|
|
|
32.0
|
Rule 13a-14(b) and 18 U.S.C. 1350 Certification
|
32.0
|
|
|
|
101.0
|
The following financial statements and footnotes from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Financial Condition; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.
|
101.0
|
|
|
|
(a)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 9, 2011 and incorporated herein by reference.
|
(a)(1)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on December 1, 2011 and incorporated herein by reference.
|
(a)(2)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 28, 2012 and incorporated herein by reference.
|
(a)(3)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 2, 2012 and incorporated herein by reference.
|
(a)(4)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 2, 2012 and incorporated herein by reference.
|
(b)
|
Filed as Appendix A to the proxy statement/prospectus included in the Registrant’s Registration Statement on Form S-4 filed on November 1, 2011 and incorporated herein by reference.
|
(c)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 27, 2012 and incorporated herein by reference.
|
(d)
|
Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed on March 28, 2002 and incorporated herein by reference.
|
(e)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on March 4, 2011 and incorporated herein by reference.
|
(f)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 30, 2011 and incorporated herein by reference.
|
(g)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K/A filed on November 16, 2010 and incorporated herein by reference.
|
(h)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 12, 2011 and incorporated herein by reference.
|
(i)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and incorporated herein by reference.
|
(j)
|
Filed as an appendix to the Registrant’s definitive proxy statement filed on April 25, 2011 and incorporated herein by reference.
|
(k)
|
Filed as an appendix to the Registrant’s definitive proxy statement filed on March 21, 2003 and incorporated herein by reference.
|
(l)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on April 23, 2012 and incorporated herein by reference.
|
(m)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.
|
(n)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on January 3, 2013 and incorporated herein by reference.
|
(o)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 12, 2013 and incorporated herein by reference.
|
(p)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 3, 2013 and incorporated herein by reference.
|
(q)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 17, 2013 and incorporated herein by reference.
|
(r)
|
Filed as an appendix to the Registrant’s definitive proxy statement filed on June 11, 2013 and incorporated herein by reference.
|
(s)
|
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 filed on July 31, 2013 and incorporated herein by reference.
|
(t)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 3, 2013 and incorporated herein by reference.
|
(u)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 4, 2013 and incorporated herein by reference.
|
(v)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 30, 2013 and incorporated herein by reference.
|
(w)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 3, 2013 and incorporated herein by reference.
|
(x)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 6, 2013 and incorporated herein by reference.
|
(y)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 31, 2013 and incorporated herein by reference.
|
(z)
|
Field as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 and incorporated herein by reference.
|
(aa)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on April 25, 2014 and incorporated herein by reference.
|
(bb)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on November 22, 2013 and incorporated herein by reference.
|
(cc)
|
Field as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference.
|
(dd)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.
|
(ee)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 21, 2014 and incorporated herein by reference.
|
(ff)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and incorporated herein by reference.
|
(gg)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by reference.
|
(hh)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 30, 2014 and incorporated herein by reference.
|
(ii)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on October 2, 2015 and incorporated herein by reference.
|
(jj)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014 and incorporated herein by reference.
|
(kk)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and incorporated herein by reference.
|
(ll)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on April 6, 2015 and incorporated herein by reference.
|
(mm)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on April 8, 2015 and incorporated herein by reference.
|
(nn)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on May 28, 2015 and incorporated herein by reference.
|
(oo)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on June 16, 2015 and incorporated herein by reference.
|
(pp)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and incorporated herein by reference.
|
(qq)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on August 12, 2015 and incorporated herein by reference.
|
(rr)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February 8, 2016 and incorporated herein by reference.
|
(ss)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference.
|
(tt)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on March 8, 2016 and incorporated herein by reference.
|
(uu)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on March 25, 2016 and incorporated herein by reference.
|
(vv)
|
Refer to Note 17 of the Notes to Consolidated Financial Statements contained in Item 1 of Part I of this report.
|
|
|
|
BANC OF CALIFORNIA, INC.
|
|
|
|
|
Date:
|
August 4, 2016
|
|
/s/ Steven A. Sugarman
|
|
|
|
Steven A. Sugarman
|
|
|
|
Chairman/President/Chief Executive Officer
|
|
|
|
|
Date:
|
August 4, 2016
|
|
/s/ James J. McKinney
|
|
|
|
James J. McKinney
|
|
|
|
Executive Vice President/Chief Financial Officer
|
|
PAGE
|
|
|
|
|
ARTICLE 1.
|
|
|
Trust, Trustee and Trust Fund
|
2
|
|
1.1.
|
Trust
|
2
|
1.2.
|
Trustee
|
2
|
1.3.
|
Trust Fund
|
2
|
1.4.
|
Trust Fund Subject to Claims
|
2
|
1.5.
|
Definitions
|
3
|
|
|
|
ARTICLE 2.
|
|
|
Contributions and Dividends
|
5
|
|
2.1.
|
Contributions
|
5
|
2.2.
|
Dividends
|
5
|
|
|
|
ARTICLE 3.
|
|
|
Release and Allocation of Company Stock
|
6
|
|
3.1.
|
Release of Shares
|
6
|
3.2.
|
Allocations
|
6
|
|
|
|
ARTICLE 4.
|
|
|
Compensation, Expenses and Tax Withholding
|
6
|
|
4.1.
|
Compensation and Expenses
|
6
|
4.2.
|
Withholding of Taxes
|
6
|
|
|
|
ARTICLE 5.
|
|
|
Administration of Trust Fund
|
7
|
|
5.1.
|
Management and Control of Trust Fund
|
7
|
5.2.
|
Investment of Funds
|
7
|
5.3.
|
Trustee's Administrative Powers
|
7
|
5.4.
|
Voting and Tendering of Company Stock
|
8
|
5.5.
|
Indemnification
|
10
|
5.6.
|
General Duty to Communicate to Committee
|
11
|
|
|
|
ARTICLE 6.
|
|
|
Accounts and Reports of Trustee
|
11
|
|
6.1.
|
Records and Accounts of Trustee
|
11
|
6.2.
|
Fiscal Year
|
11
|
6.3.
|
Reports of Trustee
|
11
|
6.4.
|
Final Report
|
11
|
|
|
|
ARTICLE 7.
|
|
|
Succession of Trustee
|
11
|
|
7.1.
|
Resignation of Trustee
|
11
|
7.2.
|
Removal of Trustee
|
11
|
7.3.
|
Appointment of Successor Trustee
|
12
|
7.4.
|
Succession of Trustee
|
12
|
7.5.
|
Continuation of Trust
|
12
|
7.6.
|
Changes in Organization of Trustee
|
12
|
7.7.
|
Continuance of Trustee's Powers in Event of Termination of the Trust
|
12
|
|
|
|
ARTICLE 8.
|
|
|
Amendment or Termination
|
12
|
|
8.1.
|
Amendments
|
12
|
8.2.
|
Termination
|
13
|
8.3.
|
Form of Amendment or Termination
|
13
|
|
|
|
ARTICLE 9
|
|
|
Miscellaneous
|
13
|
|
9.1.
|
Controlling Law
|
13
|
9.2.
|
Committee Action
|
14
|
9.3.
|
Notices
|
14
|
9.4.
|
Severability
|
14
|
9.5.
|
Protection of Persons Dealing with the Trust
|
14
|
9.6.
|
Tax Status of Trust
|
15
|
9.7.
|
Participants to Have No Interest in the Company or Trust by Reason of the Trust
|
15
|
9.8.
|
Nonassignability
|
15
|
9.9.
|
Gender and Plurals
|
15
|
9.10
|
Counterparts
|
15
|
|
BANC OF CALIFORNIA, INC.
|
|
|
|
|
|
By:
|
/s/ Steven A. Sugarman
|
|
|
Steven A. Sugarman
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
EVERCORE TRUST COMPANY, N.A.
|
|
|
|
|
|
By:
|
/s/ William E. Ryan III
|
|
|
William E. Ryan III
|
|
|
President and Chief Fiduciary Officer
|
|
BANC OF CALIFORNIA, INC.
|
|
|
|
|
|
By:
|
/s/ Steven A. Sugarman
|
|
|
Steven A. Sugarman
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
BANC OF CALIFORNIA CAPITAL AND
LIQUIDITY ENHANCEMENT EMPLOYEE
COMPENSATION TRUST
|
|
|
|
|
|
By:
|
/s/ William E. Ryan III
|
|
|
William E. Ryan III
|
|
|
President and Chief Fiduciary Officer
|
|
|
On behalf of Evercore Trust Company, N.A., solely in its capacity as Trustee of the Banc of California Capital and Liquidity Enhancement Employee Compensation Trust
|
|
BANC OF CALIFORNIA CAPITAL AND
LIQUIDITY ENHANCEMENT EMPLOYEE COMPENSATION TRUST |
|
|
|
|
|
By:
|
/s/ William E. Ryan III
|
|
|
William E. Ryan III
|
|
|
President and Chief Fiduciary Officer
|
|
|
On behalf of Evercore Trust Company, N.A., solely in its capacity as Trustee of the Banc of California Capital and Liquidity Enhancement Employee Compensation Trust
|
#
|
Date
|
Total Payment
|
Interest
|
Principal
|
Loan Value ($)
|
||
|
8/3/2016
|
|
|
|
53,600,000.00
|
|
|
1
|
10/1/2016
|
820,732.42
|
453,366.67
|
|
367,365.75
|
53,232,634.25
|
|
2
|
1/1/2017
|
1,273,550.30
|
698,678.32
|
|
574,871.98
|
52,657,762.27
|
|
3
|
4/1/2017
|
1,273,550.30
|
691,133.13
|
|
582,417.17
|
52,075,345.10
|
|
4
|
7/1/2017
|
1,273,550.30
|
683,488.90
|
|
590,061.40
|
51,485,283.70
|
|
5
|
10/1/2017
|
1,273,550.30
|
675,744.35
|
|
597,805.95
|
50,887,477.75
|
|
6
|
1/1/2018
|
1,273,550.30
|
667,898.15
|
|
605,652.16
|
50,281,825.59
|
|
7
|
4/1/2018
|
1,273,550.30
|
659,948.96
|
|
613,601.34
|
49,668,224.25
|
|
8
|
7/1/2018
|
1,273,550.30
|
651,895.44
|
|
621,654.86
|
49,046,569.39
|
|
9
|
10/1/2018
|
1,273,550.30
|
643,736.22
|
|
629,814.08
|
48,416,755.31
|
|
10
|
1/1/2019
|
1,273,550.30
|
635,469.91
|
|
638,080.39
|
47,778,674.92
|
|
11
|
4/1/2019
|
1,273,550.30
|
627,095.11
|
|
646,455.19
|
47,132,219.73
|
|
12
|
7/1/2019
|
1,273,550.30
|
618,610.38
|
|
654,939.92
|
46,477,279.81
|
|
13
|
10/1/2019
|
1,273,550.30
|
610,014.30
|
|
663,536.01
|
45,813,743.80
|
|
14
|
1/1/2020
|
1,273,550.30
|
601,305.39
|
|
672,244.92
|
45,141,498.89
|
|
15
|
4/1/2020
|
1,273,550.30
|
592,482.17
|
|
681,068.13
|
44,460,430.76
|
|
16
|
7/1/2020
|
1,273,550.30
|
583,543.15
|
|
690,007.15
|
43,770,423.61
|
|
17
|
10/1/2020
|
1,273,550.30
|
574,486.81
|
|
699,063.49
|
43,071,360.12
|
|
18
|
1/1/2021
|
1,273,550.30
|
565,311.60
|
|
708,238.70
|
42,363,121.41
|
|
19
|
4/1/2021
|
1,273,550.30
|
556,015.97
|
|
717,534.33
|
41,645,587.08
|
|
20
|
7/1/2021
|
1,273,550.30
|
546,598.33
|
|
726,951.97
|
40,918,635.11
|
|
21
|
10/1/2021
|
1,273,550.30
|
537,057.09
|
|
736,493.22
|
40,182,141.89
|
|
22
|
1/1/2022
|
1,273,550.30
|
527,390.61
|
|
746,159.69
|
39,435,982.20
|
|
23
|
4/1/2022
|
1,273,550.30
|
517,597.27
|
|
755,953.04
|
38,680,029.17
|
|
24
|
7/1/2022
|
1,273,550.30
|
507,675.38
|
|
765,874.92
|
37,914,154.25
|
|
25
|
10/1/2022
|
1,273,550.30
|
497,623.27
|
|
775,927.03
|
37,138,227.22
|
|
26
|
1/1/2023
|
1,273,550.30
|
487,439.23
|
|
786,111.07
|
36,352,116.15
|
|
27
|
4/1/2023
|
1,273,550.30
|
477,121.52
|
|
796,428.78
|
35,555,687.37
|
|
28
|
7/1/2023
|
1,273,550.30
|
466,668.40
|
|
806,881.91
|
34,748,805.46
|
|
29
|
10/1/2023
|
1,273,550.30
|
456,078.07
|
|
817,472.23
|
33,931,333.23
|
|
30
|
1/1/2024
|
1,273,550.30
|
445,348.75
|
|
828,201.55
|
33,103,131.68
|
|
31
|
4/1/2024
|
1,273,550.30
|
434,478.60
|
|
839,071.70
|
32,264,059.98
|
|
32
|
7/1/2024
|
1,273,550.30
|
423,465.79
|
|
850,084.52
|
31,413,975.46
|
|
33
|
10/1/2024
|
1,273,550.30
|
412,308.43
|
|
861,241.87
|
30,552,733.59
|
|
34
|
1/1/2025
|
1,273,550.30
|
401,004.63
|
|
872,545.67
|
29,680,187.91
|
|
35
|
4/1/2025
|
1,273,550.30
|
389,552.47
|
|
883,997.84
|
28,796,190.08
|
|
36
|
7/1/2025
|
1,273,550.30
|
377,949.99
|
|
895,600.31
|
27,900,589.77
|
|
37
|
10/1/2025
|
1,273,550.30
|
366,195.24
|
|
907,355.06
|
26,993,234.71
|
|
38
|
1/1/2026
|
1,273,550.30
|
354,286.21
|
|
919,264.10
|
26,073,970.61
|
|
39
|
4/1/2026
|
1,273,550.30
|
342,220.86
|
|
931,329.44
|
25,142,641.17
|
|
40
|
7/1/2026
|
1,273,550.30
|
329,997.17
|
|
943,553.14
|
24,199,088.04
|
|
41
|
10/1/2026
|
1,273,550.30
|
317,613.03
|
|
955,937.27
|
23,243,150.76
|
|
42
|
1/1/2027
|
1,273,550.30
|
305,066.35
|
|
968,483.95
|
22,274,666.82
|
|
43
|
4/1/2027
|
1,273,550.30
|
292,355.00
|
|
981,195.30
|
21,293,471.51
|
|
44
|
7/1/2027
|
1,273,550.30
|
279,476.81
|
|
994,073.49
|
20,299,398.03
|
|
45
|
10/1/2027
|
1,273,550.30
|
266,429.60
|
|
1,007,120.70
|
19,292,277.32
|
|
46
|
1/1/2028
|
1,273,550.30
|
253,211.14
|
|
1,020,339.16
|
18,271,938.16
|
|
47
|
4/1/2028
|
1,273,550.30
|
239,819.19
|
|
1,033,731.11
|
17,238,207.05
|
|
48
|
7/1/2028
|
1,273,550.30
|
226,251.47
|
|
1,047,298.84
|
16,190,908.21
|
|
49
|
10/1/2028
|
1,273,550.30
|
212,505.67
|
|
1,061,044.63
|
15,129,863.58
|
|
50
|
1/1/2029
|
1,273,550.30
|
198,579.46
|
|
1,074,970.84
|
14,054,892.73
|
|
51
|
4/1/2029
|
1,273,550.30
|
184,470.47
|
|
1,089,079.84
|
12,965,812.90
|
|
52
|
7/1/2029
|
1,273,550.30
|
170,176.29
|
|
1,103,374.01
|
11,862,438.89
|
|
53
|
10/1/2029
|
1,273,550.30
|
155,694.51
|
|
1,117,855.79
|
10,744,583.10
|
|
54
|
1/1/2030
|
1,273,550.30
|
141,022.65
|
|
1,132,527.65
|
9,612,055.45
|
|
55
|
4/1/2030
|
1,273,550.30
|
126,158.23
|
|
1,147,392.07
|
8,464,663.37
|
|
56
|
7/1/2030
|
1,273,550.30
|
111,098.71
|
|
1,162,451.60
|
7,302,211.78
|
|
57
|
10/1/2030
|
1,273,550.30
|
95,841.53
|
|
1,177,708.77
|
6,124,503.01
|
|
58
|
1/1/2031
|
1,273,550.30
|
80,384.10
|
|
1,193,166.20
|
4,931,336.81
|
|
59
|
4/1/2031
|
1,273,550.30
|
64,723.80
|
|
1,208,826.51
|
3,722,510.30
|
|
60
|
7/1/2031
|
1,273,550.30
|
48,857.95
|
|
1,224,692.35
|
2,497,817.94
|
|
61
|
10/1/2031
|
1,273,550.30
|
32,783.86
|
|
1,240,766.44
|
1,257,051.50
|
|
62
|
1/1/2032
|
1,273,550.30
|
16,498.80
|
|
1,257,051.50
|
—
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Banc of California, 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 4, 2016
|
|
/s/ Steven A. Sugarman
|
|
|
|
Steven A. Sugarman
|
|
|
|
Chairman/President/Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Banc of California, 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 4, 2016
|
|
/s/ James J. McKinney
|
|
|
|
James J. McKinney
|
|
|
|
Executive Vice President/Chief Financial Officer
|
Date:
|
August 4, 2016
|
|
/s/ Steven A. Sugarman
|
|
|
|
Steven A. Sugarman
|
|
|
|
Chairman/President/Chief Executive Officer
|
|
|
|
|
Date:
|
August 4, 2016
|
|
/s/ James J. McKinney
|
|
|
|
James J. McKinney
|
|
|
|
Executive Vice President/Chief Financial Officer
|