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Maryland
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04-3639825
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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18500 Von Karman Ave, Suite 1100, Irvine, California
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92612
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
|
Depositary Shares each representing a 1/40
th
Interest in a share of
8.00% Non-Cumulative Perpetual Preferred Stock, Series C
|
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New York Stock Exchange
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Depositary Shares each representing a 1/40
th
Interest in a share of
7.375% Non-Cumulative Perpetual Preferred Stock, Series D
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New York Stock Exchange
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Depositary Shares each representing a 1/40
th
Interest in a share of
7.00% Non-Cumulative Perpetual Preferred Stock, Series E |
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New York Stock Exchange
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7.50% Senior Notes Due April 15, 2020
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New York Stock Exchange
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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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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PART I
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|
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Item 1.
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Business
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Item 1.A.
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Risk Factors
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Item 1.B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7.A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9.A.
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Controls and Procedures
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Item 9.B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationship and Related Transactions and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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Part IV
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Item 15.
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Exhibits and Financial Statement Schedules
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SIGNATURES
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||
EXHIBIT INDEX
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|
i.
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pending governmental investigations may result in adverse findings, reputational damage, the imposition of sanctions, increased costs and other negative consequences;
|
ii.
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management time and resources may be diverted to address pending governmental investigations as well as any related litigation;
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iii.
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the recent resignation of our chief executive officer might cause a loss of confidence among certain customers who may withdraw their deposits or terminate their business relationships with us;
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iv.
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our performance may be adversely affected by the management transition resulting from the recent resignation of our chief executive officer;
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v.
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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 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, without limitation, changes in tax laws or policies and changes in regulatory capital or other rules, as well as additional regulatory burdens 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 and liabilities, which may result in significant changes 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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share price volatility and reputational risks, related to, among other things, speculative trading and certain traders shorting our common shares and attempting to generate negative publicity about us;
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xxv.
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war or terrorist activities; and
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xxvi.
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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” presented elsewhere in this report.
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•
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Retail Banking—Retail Banking includes the Company’s
39
branch locations across Southern California and provides distribution points for gathering core deposit and lending relationships. Our retail branch locations are concentrated in Southern California's centers of economic activity and growth.
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•
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Commercial Banking—Commercial Banking serves the needs of entrepreneurs and business owners through proactive advice, dedicated service and a full suite of deposit, treasury management and lending products and services. Commercial Banking is bifurcated into two teams, middle market Commercial Banking and Business Banking. Middle market Commercial Banking focuses on companies with annual revenues over $25 million, which generally have larger lending needs and more complex deposit and treasury management needs. Business Banking, launched during the fourth quarter of 2015, focuses on locally owned, growth-oriented companies with annual revenues of less than $25 million, which generally have lower lending needs but represent an attractive deposit gathering opportunity.
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•
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Private Banking—Private Banking caters primarily to high net worth individuals, entrepreneurs, and business owners, and their respective business managers and fiduciaries. The Private Banking unit was formed through the Company’s acquisition of The Private Bank of California in July 2013. Since the time of acquisition, deposit balances in the Private Banking unit have more than doubled to $1.10 billion as of December 31, 2016. The Company opened two new Private Banking offices in Calabasas and Woodland Hills, California during 2016.
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•
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Financial Institutions Banking—Financial Institutions Banking provides specialized deposit products and services to registered investment advisors, broker dealers, family offices, hedge funds, private equity funds and other financial services entities. Its products include a variety of escrow products, trust services, special use accounts and standard business accounts. Additionally, it offers lending products, which include securities-backed credit facilities, insurance-backed loans, alternative asset-backed lines of credit and term loans, and leverage to hedge funds and private equity funds.
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•
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Residential Portfolio Lending—Residential Portfolio Lending provides jumbo SFR mortgage loans for California’s entrepreneurs and homeowners. Loan programs are designed to meet the needs of Private Banking clients, business owners and entrepreneurs. Lending products offered are primarily jumbo balance, hybrid adjustable-rate SFR mortgage (ARM) loans and are originated through partnerships with Private Banking, Retail Banking and the Company’s mortgage banking division, Banc Home Loans.
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•
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Commercial Real Estate and Multifamily Lending—Commercial Real Estate and Multifamily Lending provides lending products catering to California’s entrepreneurial real estate investors. Its lending activities are focused on income-producing commercial real estate and multifamily properties for the California private entrepreneur who has experience in owning, managing and investing in commercial and multifamily properties.
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•
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Construction and Rehabilitation Lending—Construction and Rehabilitation Lending provides construction and rehabilitation loans to California’s entrepreneurs and business owners. The Construction and Rehabilitation Lending unit was formed through the Company’s acquisition of RenovationReady in January 2014. It provides short term and permanent loan programs to builders, investors and homeowners to construct or renovate residential or commercial real estate. In addition to portfolio loan products, through Construction and Rehabilitation Lending, the Company offers Federal Housing Administration (FHA) 203(k) loans and Fannie Mae construction to permanent loans.
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•
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SBA Lending—SBA Lending provides highly targeted SBA lending expertise, programs and advice to entrepreneurs seeking growth capital for acquisitions, working capital, or other capital investments. Although the Company offers all SBA lending programs, the unit’s primary goal is to be the leader in SBA 7(a) financing.
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•
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Warehouse Lending—Warehouse Lending provides warehouse lines of credit to mortgage and commercial multifamily lenders.
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•
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Policies—The Company's loan policy articulates the credit culture of the Company's lending business and provides clarity around encouraged and discouraged lending activities. Additional policies cover key business segments of the portfolio (for example, the Company's Commercial Real Estate Policy) and other important aspects supporting the Bank's lending activities (for example, policies relating to appraisals, risk ratings, fair lending, etc.).
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•
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Credit Approval Authorities—All material credit exposures of the Company are approved by a credit risk management group that is independent of the business units. Above this threshold, credit approvals are made by the chief credit officer or an executive management credit committee of the Bank. The joint enterprise risk committee of the Company's Board of Directors and the Bank's Board of Directors reviews and approves material loan pool purchases, divestitures, and any other transactions as appropriate.
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•
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Concentration Risk Management Policy—To mitigate and manage the risk within the Company's loan portfolio, the Board of Directors of the Bank adopted a concentration risk management policy, pursuant to which it expects to review and revise concentration risk to tolerance thresholds at least annually and otherwise from time to time as appropriate. It is anticipated that these concentration risk to tolerance thresholds may change at any time when the Board of Directors is considering material strategic initiatives such as acquisitions, new product launches and terminations of products or other factors as the Board of Directors believes appropriate. The Company has developed procedures relating to the appropriate actions to be taken should management seek to increase the concentration guidelines or exceed the guideline maximum based on various factors. Concentration risk to tolerance thresholds are not meant to be restrictive limits, but are intended to aid management and the Board to ensure that the loan concentrations are consistent with the Board’s risk appetite.
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•
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Stress Testing—The Company has developed a stress test policy and stress testing methodology as a tool to evaluate our loan portfolio, capital levels and strategic plan with the objective of ensuring that our loan portfolio and balance sheet concentrations are consistent with the Board-approved risk appetite and strategic and capital plans.
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•
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Loan Portfolio Management—The Company has an internal asset review committee that formally reviews the loan portfolio on a regular basis. Risk rating trends, loan portfolio performance, including delinquency status, and the resolution of problem assets are reviewed and evaluated.
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•
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Commercial Real Estate Loan Pricing, Multi-Family Loan Pricing and Residential Loan Pricing—Regular discussions occur between the areas of executive management, Treasury, Capital Markets, Credit and Risk Management and the business units with regard to the pricing of the Company's loan products. These groups meet to ensure that the Company is pricing its products appropriately to meet the Company's strategic and capital plans while ensuring an appropriate return for stockholders.
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•
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7(a)—These loans provide the Bank with a guarantee from the SBA of the United States Government for up to 85 percent of the loan amount for loans up to $150,000 and 75 percent of the loan amount for loans of more than $150,000, with a maximum loan amount of $5 million. These are term loans that can be used for a variety of purposes including business acquisition, working capital, expansion, renovation, new construction, and equipment purchases. Depending on collateral, these loans can have terms ranging from 7 to 25 years. The guaranteed portion of these loans is often sold into the secondary market.
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•
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Cap Lines—In general, these lines are guaranteed up to 75 percent and are typically used for working capital purposes and secured by accounts receivable and/or inventory. These lines are generally allowed in amounts up to $5 million and can be issued with maturities of up to 5 years.
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•
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504 Loans—These are real estate loans in which the lender can advance up to 90 percent of the purchase price; retain 50 percent as a first trust deed; and, have a Certified Development Company (CDC) retain the second trust deed for 40 percent of the total cost. CDCs are licensed by the SBA. Required equity of the borrower is 10 percent. Terms of the first trust deed are typically similar to market rates for conventional real estate loans, while the CDC establishes rates and terms for the second trust deed loan.
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•
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SBA Express—These loans offer a 50 percent guaranty by the SBA and are made in amounts up to a maximum of $350,000. These loans are typically revolving lines and have maturities of up to 7 years.
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•
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Commercial and industrial (secured, unsecured, securities-backed lines of credit, warehouse lending, and leveraged lending)
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•
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Commercial real estate (retail, office, industrial, hospitality, and other)
|
•
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Multi-family
|
•
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SBA
|
•
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Construction
|
•
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Leases
|
•
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SFR - 1st deeds of trust (amortizing, interest only now amortizing, interest only, negative amortizing, and Green Loans)
|
•
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Other consumer (SFR, including HELOC - 2nd deeds of trust and other)
|
•
|
Demand for our products and services may decline;
|
•
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Loan and lease delinquencies, problem assets and foreclosures may increase;
|
•
|
Collateral for our loans and leases may further decline in value; and
|
•
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The amount of our low-cost or non-interest-bearing deposits may decrease.
|
•
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Cash flow of the borrower and/or the project being financed;
|
•
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In the case of a collateralized loan or lease, the changes and uncertainties as to the future value of the collateral;
|
•
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The credit history of a particular borrower;
|
•
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Changes in economic and industry conditions; and
|
•
|
The duration of the loan or lease.
|
•
|
An ongoing review of the quality, size and diversity of the loan and lease portfolio;
|
•
|
Evaluation of non-performing loans and leases;
|
•
|
Historical default and loss experience;
|
•
|
Historical recovery experience;
|
•
|
Existing economic conditions;
|
•
|
Risk characteristics of the various classifications of loans and leases; and
|
•
|
The amount and quality of collateral, including guarantees, securing the loans and leases.
|
•
|
Under the Dodd-Frank Act, the CFPB has near exclusive supervision authority, including examination authority, to assess compliance with federal consumer financial laws for a bank and its affiliates if the bank has total assets of more than $10 billion. This provision becomes applicable to a bank following the fourth consecutive quarter where the total assets of the bank, as reported in its quarterly Call Report, exceed $10 billion and afterwards remains applicable to the bank unless the bank has reported total assets of $10 billion or less in its quarterly Call Report for four consecutive quarters.
|
•
|
Also under the Dodd-Frank Act, the minimum ratio of net worth to insured deposits of the Federal Deposit Insurance Fund administered by the FDIC was increased from 1.15 percent to 1.35 percent and the FDIC is required, in setting deposit insurance assessments, to offset the effect of the increase on institutions with assets of less than $10 billion, which results in institutions with assets greater than $10 billion paying higher assessments. In addition, following the fourth consecutive quarter where the total assets of a bank exceeds $10 billion, as reported in its quarterly Call Report, the FDIC’s method for determining its assessments for federal deposit insurance changes to the large bank scorecard method. The large bank scorecard method uses a performance score and a loss severity score, which are combined and converted into an initial base assessment rate. The performance score is based on measures of a bank’s ability to
|
•
|
The Bank also may be affected by the Durbin Amendment to the Dodd-Frank Act regarding limits on debit card interchange fees. The Durbin Amendment gave the Federal Reserve Board the authority to establish rules regarding interchange fees charged for electronic debit transactions by a payment card issuer that, together with its affiliates, has assets of $10 billion or more, as of December 31 of the preceding calendar year, and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer. The Federal Reserve Board has adopted rules under this provision that limit the swipe fees that a debit card issuer can charge a merchant for a transaction to the sum of 21 cents and five basis points times the value of the transaction, plus up to one cent for fraud prevention costs.
|
•
|
The Dodd-Frank Act requires a publicly traded bank holding company with $10 billion or more in assets to establish and maintain a risk committee responsible for enterprise-wide risk management practices, comprised of an independent chairman and at least one risk management expert. The risk committee must approve and periodically review the risk management policies of the bank holding company’s operations and oversee the operations of its risk management framework. The bank holding company’s risk management framework must be commensurate with its structure, risk profile, complexity, activities and size. These provisions become applicable to us if the average of the total consolidated assets of the Company, as reported in its quarterly Consolidated Financial Statements for Bank Holding Companies, for the four most recent consecutive quarters exceed $10 billion. Assuming that this occurs as of the quarter ended March 31, 2017, these requirements should first apply to the Company commencing on April 1, 2019. However, the Company will need to build the necessary infrastructure to comply with these enhanced risk management requirements well before the effective date.
|
•
|
A bank holding company with more than $10 billion in assets is required under the Dodd-Frank Act to conduct annual stress tests using various scenarios established by the Federal Reserve, including a baseline, adverse and severely adverse economic conditions (known as Dodd-Frank Act Stress Tests or DFAST). The stress tests are designed to determine whether the capital planning of the Company, assessment of its capital adequacy and risk management practices adequately protect it and its affiliates in the event of an economic downturn. The Company must establish adequate internal controls, documentation, policies and procedures to ensure the annual stress adequately meets these objectives. The board of directors of the Company will be required to review the Company’s policies and procedures at least annually. The Company will be required to report the results of its annual stress tests to the Federal Reserve, publicly disclose the result and consider the results as part of its capital planning and risk management practices. These provisions become applicable to us if the average of the total consolidated assets of the Company, as reported in its quarterly Consolidated Financial Statements for Bank Holding Companies, for the four most recent consecutive quarters exceed $10 billion. Assuming that this occurs as of the quarter ended March 31, 2017, the Company is anticipated to be subject to the DFAST regime commencing on April 1, 2019, but well in advance of that date, the Company will need to undertake the planning and other actions that it deems reasonably necessary to achieve timely compliance. If a bank holding company fails DFAST when it is a mandatorily compliant, then such failure could result in, for example, restrictions on the Company’s growth, its ability to both pay dividends and repurchase shares.
|
•
|
It could affect our ability to satisfy our financial obligations, including those relating to the Senior Notes and junior subordinated amortizing notes;
|
•
|
A portion of our cash flows from operations will have to be dedicated to interest and principal payments and may not be available for operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes;
|
•
|
It may impair our ability to obtain additional financing in the future;
|
•
|
It may limit our flexibility in planning for, or reacting to, changes in our business and industry; and
|
•
|
It may make us more vulnerable to downturns in our business, our industry or the economy in general.
|
|
Market Price Range
|
|
|
||||||||
|
High
|
|
Low
|
|
Dividends
|
||||||
Quarter ended December 31, 2016
|
$
|
17.85
|
|
|
$
|
11.26
|
|
|
$
|
0.13
|
|
Quarter ended September 30, 2016
|
$
|
23.12
|
|
|
$
|
17.32
|
|
|
$
|
0.12
|
|
Quarter ended June 30, 2016
|
$
|
20.76
|
|
|
$
|
17.15
|
|
|
$
|
0.12
|
|
Quarter ended March 31, 2016
|
$
|
17.50
|
|
|
$
|
13.24
|
|
|
$
|
0.12
|
|
Total
|
|
|
|
|
$
|
0.49
|
|
||||
|
|
||||||||||
Quarter ended December 31, 2015
|
$
|
15.23
|
|
|
$
|
12.12
|
|
|
$
|
0.12
|
|
Quarter ended September 30, 2015
|
$
|
14.08
|
|
|
$
|
11.78
|
|
|
$
|
0.12
|
|
Quarter ended June 30, 2015
|
$
|
14.20
|
|
|
$
|
12.19
|
|
|
$
|
0.12
|
|
Quarter ended March 31, 2015
|
$
|
12.31
|
|
|
$
|
10.25
|
|
|
$
|
0.12
|
|
Total
|
|
|
|
|
$
|
0.48
|
|
|
Purchases of Equity Securities by the Issuer
|
|
|
|||||||||
Period
|
Total Number
of Shares
Purchased
|
|
Weighted
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 October 1, 2016 to October 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,965,665
|
|
From November 1, 2016 to November 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,965,665
|
|
From December 1, 2016 to December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,965,665
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
Period Ending
|
||||||||||||||||
Index
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
||||||
Banc of California, Inc.
|
100.00
|
|
|
124.66
|
|
|
141.41
|
|
|
125.99
|
|
|
166.66
|
|
|
203.24
|
|
NYSE Composite
|
100.00
|
|
|
112.93
|
|
|
139.10
|
|
|
144.97
|
|
|
135.66
|
|
|
147.88
|
|
S&P 500 Financials
|
100.00
|
|
|
128.81
|
|
|
174.71
|
|
|
201.27
|
|
|
198.20
|
|
|
243.38
|
|
KBW Bank Index
|
100.00
|
|
|
130.22
|
|
|
175.88
|
|
|
188.57
|
|
|
185.58
|
|
|
233.09
|
|
|
Year Ended December 31,
|
||||||||||
Index
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||
Banc of California, Inc.
|
13
|
%
|
|
(11
|
)%
|
|
32
|
%
|
|
22
|
%
|
NYSE Composite
|
23
|
%
|
|
4
|
%
|
|
(6
|
)%
|
|
9
|
%
|
S&P 500 Financials
|
36
|
%
|
|
15
|
%
|
|
(2
|
)%
|
|
23
|
%
|
KBW Bank Index
|
35
|
%
|
|
7
|
%
|
|
(2
|
)%
|
|
26
|
%
|
|
As of or For the Year Ended December 31,
|
||||||||||||||||||
|
2016
(7)
|
|
2015
|
|
2014
(8)
|
|
2013
(9)
|
|
2012
(10)
|
||||||||||
|
($ in thousands, except per share data)
|
||||||||||||||||||
Selected financial condition data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
11,029,853
|
|
|
$
|
8,235,555
|
|
|
$
|
5,971,297
|
|
|
$
|
3,627,862
|
|
|
$
|
1,682,704
|
|
Cash and cash equivalents
|
439,510
|
|
|
156,124
|
|
|
231,199
|
|
|
110,118
|
|
|
108,643
|
|
|||||
Loans and leases receivable, net
|
5,994,308
|
|
|
5,148,861
|
|
|
3,919,642
|
|
|
2,427,306
|
|
|
1,234,023
|
|
|||||
Loans held-for-sale
|
704,651
|
|
|
668,841
|
|
|
1,187,090
|
|
|
716,733
|
|
|
113,158
|
|
|||||
Other real estate owned, net
|
2,502
|
|
|
1,097
|
|
|
423
|
|
|
—
|
|
|
4,527
|
|
|||||
Securities available-for-sale
|
2,381,488
|
|
|
833,596
|
|
|
345,695
|
|
|
170,022
|
|
|
121,419
|
|
|||||
Securities held-to-maturity
|
884,234
|
|
|
962,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Bank owned life insurance
|
102,512
|
|
|
100,171
|
|
|
19,095
|
|
|
18,881
|
|
|
18,704
|
|
|||||
FHLB and other bank stock
|
67,842
|
|
|
59,069
|
|
|
42,241
|
|
|
22,600
|
|
|
8,842
|
|
|||||
Deposits
|
9,142,150
|
|
|
6,303,085
|
|
|
4,671,831
|
|
|
2,918,644
|
|
|
1,306,342
|
|
|||||
Total borrowings
|
733,300
|
|
|
1,191,876
|
|
|
726,569
|
|
|
332,320
|
|
|
156,935
|
|
|||||
Total stockholders' equity
|
980,239
|
|
|
652,405
|
|
|
503,315
|
|
|
324,708
|
|
|
188,759
|
|
|||||
Selected operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total interest income
|
$
|
384,972
|
|
|
$
|
266,338
|
|
|
$
|
188,139
|
|
|
$
|
120,511
|
|
|
$
|
55,031
|
|
Total interest expense
|
59,499
|
|
|
42,621
|
|
|
32,862
|
|
|
23,282
|
|
|
8,479
|
|
|||||
Net interest income
|
325,473
|
|
|
223,717
|
|
|
155,277
|
|
|
97,229
|
|
|
46,552
|
|
|||||
Provision for loan and lease losses
|
5,271
|
|
|
7,469
|
|
|
10,976
|
|
|
7,963
|
|
|
5,500
|
|
|||||
Net interest income after provision for loan and lease losses
|
320,202
|
|
|
216,248
|
|
|
144,301
|
|
|
89,266
|
|
|
41,052
|
|
|||||
Total non-interest income
|
271,880
|
|
|
220,219
|
|
|
145,637
|
|
|
96,743
|
|
|
36,619
|
|
|||||
Total non-interest expense
|
442,676
|
|
|
332,201
|
|
|
263,472
|
|
|
178,101
|
|
|
71,196
|
|
|||||
Income before income taxes
|
149,406
|
|
|
104,266
|
|
|
26,466
|
|
|
7,908
|
|
|
6,475
|
|
|||||
Income tax (benefit)/expense
|
33,990
|
|
|
42,194
|
|
|
(3,739
|
)
|
|
7,992
|
|
|
498
|
|
|||||
Net income/(loss)
|
115,416
|
|
|
62,072
|
|
|
30,205
|
|
|
(84
|
)
|
|
5,977
|
|
|||||
Dividends paid on preferred stock
|
19,914
|
|
|
9,823
|
|
|
3,640
|
|
|
2,185
|
|
|
1,359
|
|
|||||
Net income/(loss) available to common stockholders
|
95,502
|
|
|
52,249
|
|
|
26,565
|
|
|
(2,269
|
)
|
|
4,618
|
|
|||||
Basic earnings/(loss) per total common share
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
$
|
0.91
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.39
|
|
Diluted earnings/(loss) per total common share
|
$
|
1.94
|
|
|
$
|
1.34
|
|
|
$
|
0.90
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.39
|
|
Performance ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
1.12
|
%
|
|
0.94
|
%
|
|
0.69
|
%
|
|
—
|
%
|
|
0.45
|
%
|
|||||
Return on average equity
|
12.73
|
%
|
|
10.14
|
%
|
|
7.31
|
%
|
|
(0.03
|
)%
|
|
3.16
|
%
|
|||||
Return on average tangible common equity
(1)
|
16.97
|
%
|
|
14.22
|
%
|
|
10.10
|
%
|
|
0.08
|
%
|
|
3.35
|
%
|
|||||
Dividend payout ratio
(2)
|
24.87
|
%
|
|
35.29
|
%
|
|
52.75
|
%
|
|
—
|
%
|
|
123.08
|
%
|
|||||
Net interest spread
|
3.15
|
%
|
|
3.35
|
%
|
|
3.54
|
%
|
|
3.49
|
%
|
|
3.49
|
%
|
|||||
Net interest margin
(3)
|
3.30
|
%
|
|
3.52
|
%
|
|
3.72
|
%
|
|
3.67
|
%
|
|
3.69
|
%
|
|||||
Noninterest expense to average total assets
|
4.28
|
%
|
|
5.02
|
%
|
|
6.06
|
%
|
|
6.42
|
%
|
|
5.30
|
%
|
|||||
Efficiency ratio
(4)
|
74.11
|
%
|
|
74.83
|
%
|
|
87.56
|
%
|
|
91.82
|
%
|
|
85.60
|
%
|
|||||
Efficiency ratio as adjusted to include the pre-tax effect of investments in alternative energy partnerships
(1), (4)
|
67.13
|
%
|
|
74.83
|
%
|
|
87.56
|
%
|
|
91.82
|
%
|
|
85.60
|
%
|
|||||
Average interest-earning assets to average interest-bearing liabilities
|
123.80
|
%
|
|
125.29
|
%
|
|
122.06
|
%
|
|
121.07
|
%
|
|
127.14
|
%
|
|||||
Asset quality ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan and lease losses
|
$
|
40,444
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
|
$
|
18,805
|
|
|
$
|
14,448
|
|
Nonperforming loans and leases
|
14,942
|
|
|
45,129
|
|
|
38,381
|
|
|
31,648
|
|
|
22,993
|
|
|||||
Nonperforming assets
|
17,444
|
|
|
46,226
|
|
|
38,804
|
|
|
31,648
|
|
|
27,520
|
|
|||||
Nonperforming assets to total assets
|
0.16
|
%
|
|
0.56
|
%
|
|
0.65
|
%
|
|
0.87
|
%
|
|
1.64
|
%
|
|||||
ALLL to nonperforming loans and leases
|
270.67
|
%
|
|
78.74
|
%
|
|
76.81
|
%
|
|
59.42
|
%
|
|
62.84
|
%
|
|||||
ALLL to total loans and leases
|
0.67
|
%
|
|
0.69
|
%
|
|
0.75
|
%
|
|
0.77
|
%
|
|
1.16
|
%
|
|
As of or For the Year Ended December 31,
|
||||||||||||||||||
|
2016
(7)
|
|
2015
|
|
2014
(8)
|
|
2013
(9)
|
|
2012
(10)
|
||||||||||
|
($ in thousands, except per share data)
|
||||||||||||||||||
Capital Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Average equity to average assets
|
8.77
|
%
|
|
9.25
|
%
|
|
9.51
|
%
|
|
9.55
|
%
|
|
14.11
|
%
|
|||||
Total stockholders' equity to total assets
|
8.89
|
%
|
|
7.92
|
%
|
|
8.43
|
%
|
|
8.95
|
%
|
|
11.22
|
%
|
|||||
Tangible common equity to tangible assets
(1)
|
6.00
|
%
|
|
4.93
|
%
|
|
6.20
|
%
|
|
5.65
|
%
|
|
8.64
|
%
|
|||||
Book value per common share
|
$
|
14.25
|
|
|
$
|
12.14
|
|
|
$
|
12.17
|
|
|
$
|
12.15
|
|
|
$
|
13.19
|
|
Tangible common equity per common share
(1)
|
$
|
13.19
|
|
|
$
|
10.60
|
|
|
$
|
10.53
|
|
|
$
|
10.05
|
|
|
$
|
12.13
|
|
Book value per common share and per common share issuable under purchase contracts
|
$
|
14.20
|
|
|
$
|
11.95
|
|
|
$
|
11.51
|
|
|
$
|
12.15
|
|
|
$
|
13.19
|
|
Tangible common equity per common shares and per common share issuable under purchase contracts
(1)
|
$
|
13.14
|
|
|
$
|
10.44
|
|
|
$
|
9.97
|
|
|
$
|
10.05
|
|
|
$
|
12.13
|
|
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
||||||||||
Total risk-based capital ratio
|
13.70
|
%
|
|
11.18
|
%
|
|
11.28
|
%
|
|
12.45
|
%
|
|
15.50
|
%
|
|||||
Tier 1 risk-based capital ratio
|
13.22
|
%
|
|
10.71
|
%
|
|
10.54
|
%
|
|
11.41
|
%
|
|
14.25
|
%
|
|||||
Common equity tier 1 capital ratio
(5)
|
9.44
|
%
|
|
7.36
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Tier 1 leverage ratio
|
8.17
|
%
|
|
8.07
|
%
|
|
8.57
|
%
|
|
8.02
|
%
|
|
10.15
|
%
|
|||||
Banc of California, NA
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total risk-based capital ratio
|
14.73
|
%
|
|
13.45
|
%
|
|
12.04
|
%
|
|
14.65
|
%
|
|
17.59
|
%
|
|||||
Tier 1 risk-based capital ratio
|
14.12
|
%
|
|
12.79
|
%
|
|
11.29
|
%
|
|
13.60
|
%
|
|
16.34
|
%
|
|||||
Common equity tier 1 capital ratio
(5)
|
14.12
|
%
|
|
12.79
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Tier 1 leverage ratio
|
8.71
|
%
|
|
9.64
|
%
|
|
9.17
|
%
|
|
9.58
|
%
|
|
11.16
|
%
|
|||||
Beach Business Bank
(6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Total risk-based capital ratio
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
15.09
|
%
|
|||||
Tier 1 risk-based capital ratio
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
14.72
|
%
|
|||||
Common equity tier 1 capital ratio
(5)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Tier 1 leverage ratio
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
11.96
|
%
|
(1)
|
Non-GAAP measure. See non-GAAP measures for reconciliation of the calculation.
|
(2)
|
Ratio of dividends declared per common share to basic earnings per common share.
|
(3)
|
Net interest income divided by average interest-earning assets.
|
(4)
|
Efficiency ratio represents noninterest expense as a percentage of net interest income plus noninterest income.
|
(5)
|
Common equity tier 1 capital ratio became required from 2015.
|
(6)
|
At December 31, 2012, the Company had two bank subsidiaries, the Bank (then known as Pacific Trust Bank) and Beach Business Bank. During the year ended December 31, 2013, all bank subsidiaries were merged to form the Bank.
|
(7)
|
The Company completed its sale of The Palisades Group on May 5, 2016.
|
(8)
|
The Company completed its acquisition of RenovationReady and the BPNA Branch Acquisition on January 31, 2014 and November 8, 2014, respectively.
|
(9)
|
The Company completed its acquisitions of The Private Bank of California, The Palisades Group and CS Financial on July 1, 2013, September 10, 2013 and October 31, 2013, respectively.
|
(10)
|
The Company completed its acquisitions of Beach Business Bank and Gateway Bancorp on July 1, 2012 and August 18, 2012, respectively.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||
Average total stockholders' equity
|
$
|
906,831
|
|
|
$
|
612,393
|
|
|
$
|
413,454
|
|
|
$
|
264,818
|
|
|
$
|
189,411
|
|
Less average preferred stock
|
(267,054
|
)
|
|
(161,288
|
)
|
|
(79,877
|
)
|
|
(56,284
|
)
|
|
(31,934
|
)
|
|||||
Less average goodwill
|
(39,244
|
)
|
|
(33,541
|
)
|
|
(32,326
|
)
|
|
(15,872
|
)
|
|
(3,517
|
)
|
|||||
Less average other intangible assets
|
(16,654
|
)
|
|
(22,222
|
)
|
|
(11,739
|
)
|
|
(9,580
|
)
|
|
(2,723
|
)
|
|||||
Average tangible common equity
|
$
|
583,879
|
|
|
$
|
395,342
|
|
|
$
|
289,512
|
|
|
$
|
183,082
|
|
|
$
|
151,237
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
115,416
|
|
|
$
|
62,072
|
|
|
$
|
30,205
|
|
|
$
|
(84
|
)
|
|
$
|
5,977
|
|
Less preferred stock dividends
|
(19,914
|
)
|
|
(9,823
|
)
|
|
(3,640
|
)
|
|
(2,185
|
)
|
|
(1,359
|
)
|
|||||
Add amortization of intangible assets
|
4,851
|
|
|
5,836
|
|
|
4,079
|
|
|
2,651
|
|
|
696
|
|
|||||
Add impairment on intangible assets
|
690
|
|
|
258
|
|
|
48
|
|
|
1,061
|
|
|
—
|
|
|||||
Less tax effect on amortization and impairment of intangible assets
(1)
|
(1,939
|
)
|
|
(2,133
|
)
|
|
(1,445
|
)
|
|
(1,299
|
)
|
|
(244
|
)
|
|||||
Adjusted net income
|
$
|
99,104
|
|
|
$
|
56,210
|
|
|
$
|
29,247
|
|
|
$
|
144
|
|
|
$
|
5,070
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average equity
|
12.73
|
%
|
|
10.14
|
%
|
|
7.31
|
%
|
|
(0.03
|
)%
|
|
3.16
|
%
|
|||||
Return on average tangible common equity
|
16.97
|
%
|
|
14.22
|
%
|
|
10.10
|
%
|
|
0.08
|
%
|
|
3.35
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
($ in thousands)
|
|
|
||||||||||||||||
Noninterest expense
|
$
|
442,676
|
|
|
$
|
332,201
|
|
|
$
|
263,472
|
|
|
$
|
178,101
|
|
|
$
|
71,196
|
|
Loss on investments in alternative energy partnerships, net
|
(31,510
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total adjusted noninterest expense
|
$
|
411,166
|
|
|
$
|
332,201
|
|
|
$
|
263,472
|
|
|
$
|
178,101
|
|
|
$
|
71,196
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
325,473
|
|
|
$
|
223,717
|
|
|
$
|
155,277
|
|
|
$
|
97,229
|
|
|
$
|
46,552
|
|
Noninterest income
|
271,880
|
|
|
220,219
|
|
|
145,637
|
|
|
96,743
|
|
|
36,619
|
|
|||||
Total revenue
|
597,353
|
|
|
443,936
|
|
|
300,914
|
|
|
193,972
|
|
|
83,171
|
|
|||||
Tax credit from investments in alternative energy partnerships
|
33,405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred tax expense on investments in alternative energy partnerships
|
(5,846
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect on tax credit and deferred tax expense
(1)
|
19,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on investments in alternative energy partnerships, net
|
(31,510
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total pre-tax adjustments for investments in alternative energy partnerships
|
15,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total adjusted revenue
|
$
|
612,482
|
|
|
$
|
443,936
|
|
|
$
|
300,914
|
|
|
$
|
212,596
|
|
|
$
|
83,171
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio
|
74.11
|
%
|
|
74.83
|
%
|
|
87.56
|
%
|
|
91.82
|
%
|
|
85.60
|
%
|
|||||
Efficiency ratio as adjusted to include the pre-tax effect of investments in alternative energy partnerships
|
67.13
|
%
|
|
74.83
|
%
|
|
87.56
|
%
|
|
91.82
|
%
|
|
85.60
|
%
|
(1)
|
Utilized a 40.91 percent tax rate
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
($ in thousands)
|
|
|
||||||||||||||||
Total stockholders' equity
|
$
|
980,239
|
|
|
$
|
652,405
|
|
|
$
|
503,315
|
|
|
$
|
324,708
|
|
|
$
|
188,759
|
|
Less goodwill
|
(39,244
|
)
|
|
(39,244
|
)
|
|
(31,591
|
)
|
|
(30,143
|
)
|
|
(7,048
|
)
|
|||||
Less other intangible assets
|
(13,617
|
)
|
|
(19,158
|
)
|
|
(25,252
|
)
|
|
(12,152
|
)
|
|
(5,474
|
)
|
|||||
Less preferred stock
|
(269,071
|
)
|
|
(190,750
|
)
|
|
(79,877
|
)
|
|
(79,877
|
)
|
|
(31,934
|
)
|
|||||
Tangible common equity
|
$
|
658,307
|
|
|
$
|
403,253
|
|
|
$
|
366,595
|
|
|
$
|
202,536
|
|
|
$
|
144,303
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
11,029,853
|
|
|
$
|
8,235,555
|
|
|
$
|
5,971,297
|
|
|
$
|
3,627,862
|
|
|
$
|
1,682,704
|
|
Less goodwill
|
(39,244
|
)
|
|
(39,244
|
)
|
|
(31,591
|
)
|
|
(30,143
|
)
|
|
(7,048
|
)
|
|||||
Less other intangible assets
|
(13,617
|
)
|
|
(19,158
|
)
|
|
(25,252
|
)
|
|
(12,152
|
)
|
|
(5,474
|
)
|
|||||
Tangible assets
|
$
|
10,976,992
|
|
|
$
|
8,177,153
|
|
|
$
|
5,914,454
|
|
|
$
|
3,585,567
|
|
|
$
|
1,670,182
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total stockholders' equity to total assets
|
8.89
|
%
|
|
7.92
|
%
|
|
8.43
|
%
|
|
8.95
|
%
|
|
11.22
|
%
|
|||||
Tangible common equity to tangible assets
|
6.00
|
%
|
|
4.93
|
%
|
|
6.20
|
%
|
|
5.65
|
%
|
|
8.64
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock outstanding
|
49,695,299
|
|
|
38,002,267
|
|
|
34,190,740
|
|
|
19,561,469
|
|
|
10,780,427
|
|
|||||
Class B non-voting non-convertible common stock outstanding
|
201,922
|
|
|
37,355
|
|
|
609,195
|
|
|
584,674
|
|
|
1,112,188
|
|
|||||
Total common stock outstanding
|
49,897,221
|
|
|
38,039,622
|
|
|
34,799,935
|
|
|
20,146,143
|
|
|
11,892,615
|
|
|||||
Minimum number of shares issuable under purchase contracts
(1)
|
188,742
|
|
|
601,299
|
|
|
1,982,181
|
|
|
—
|
|
|
—
|
|
|||||
Total common stock outstanding and shares issuable under purchase contracts
|
50,085,963
|
|
|
38,640,921
|
|
|
36,782,116
|
|
|
20,146,143
|
|
|
11,892,615
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Book value per common share
|
$
|
14.25
|
|
|
$
|
12.14
|
|
|
$
|
12.17
|
|
|
$
|
12.15
|
|
|
$
|
13.19
|
|
Tangible common equity per common share
|
$
|
13.19
|
|
|
$
|
10.60
|
|
|
$
|
10.53
|
|
|
$
|
10.05
|
|
|
$
|
12.13
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Book value per common share and per common share issuable under purchase contracts
|
$
|
14.20
|
|
|
$
|
11.95
|
|
|
$
|
11.51
|
|
|
$
|
12.15
|
|
|
$
|
13.19
|
|
Tangible common equity per common share and per common share issuable under purchase contracts
|
$
|
13.14
|
|
|
$
|
10.44
|
|
|
$
|
9.97
|
|
|
$
|
10.05
|
|
|
$
|
12.13
|
|
•
|
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 (which has been paid in full), 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 4,850,000 shares of its voting common stock for gross proceeds of approximately $66.5 million on March 8, 2016. On the same date, the Company issued an additional 727,500 shares of voting common stock upon the exercise in full by the underwriters of their 30-day over-allotment option, for additional gross proceeds of approximately $10.5 million.
|
•
|
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 $100.0 million on May 11, 2016.
|
•
|
Completed the sale of the Company's Commercial Banking segment's Commercial Equipment Finance business unit to Hanmi. As part of the transaction, the Company sold $242.0 million of equipment leases to Hanmi. The Company recorded a gain on sale of business unit of $2.6 million.
|
•
|
Net income before income taxes was
$149.4 million
for the year ended
December 31, 2016
,
an increase
of
$45.1 million
, or
43.3 percent
, from
$104.3 million
for the year ended
December 31, 2015
. Net income was
$115.4 million
for the year ended
December 31, 2016
,
an increase
of
$53.3 million
, or
85.9 percent
, from
$62.1 million
for the year ended
December 31, 2015
. Return on average assets was
1.12 percent
and
0.94 percent
, respectively, and return on average tangible common equity was
16.97 percent
and
14.22 percent
, respectively, for the years ended
December 31, 2016
and
2015
.
|
•
|
Net interest income was
$325.5 million
for the year ended
December 31, 2016
,
an increase
of
$101.8 million
, or
45.5 percent
, from
$223.7 million
for the year ended
December 31, 2015
. The increase was mainly due to higher interest income from increased interest-earning assets, partially offset by higher interest expense from increased interest-bearing liabilities and a lower yield on loans and leases. Net interest margin was
3.30 percent
and
3.52 percent
for the years ended
December 31, 2016
and
2015
, respectively.
|
•
|
Noninterest income was
$271.9 million
for the year ended
December 31, 2016
,
an increase
of
$51.7 million
, or
23.5 percent
, from
$220.2 million
for the year ended
December 31, 2015
. The increase was mainly due to increases in net revenue on mortgage banking activities, net gain on sale of securities available-for-sale and other income, and the gain on sale of subsidiary and business unit in 2016, partially offset by the gain on sale of building in 2015.
|
•
|
Noninterest expense was
$442.7 million
for the year ended
December 31, 2016
,
an increase
of
$110.5 million
, or
33.3 percent
, from
$332.2 million
for the year ended
December 31, 2015
. The increase was mainly due to the continued expansion of the Company's business footprint and loss on investments in alternative energy partnership in 2016.
|
•
|
Efficiency ratio as adjusted to include the pre-tax effect of investments in alternative energy projects was
67.13 percent
for the year ended
December 31, 2016
, compared to
74.83 percent
for the year ended
December 31, 2015
. The improvement was mainly due to increases in net interest income and noninterest income that exceeded an increase in noninterest expense.
|
•
|
Total non-performing assets were $17.4 million at
December 31, 2016
, a decrease of $28.8 million, or 62.3 percent, from $46.2 million at
December 31, 2015
. The decrease was mainly due to sales of non-accrual loans and leases and seasoned SFR mortgage loan pools during the year ended December 31, 2016.
|
•
|
Total assets were
$11.03 billion
at
December 31, 2016
,
an increase
of
$2.79 billion
, or
33.9 percent
, from
$8.24 billion
at
December 31, 2015
. Average total assets were
$10.34 billion
for the year ended
December 31, 2016
,
an increase
of
$3.72 billion
, or
56.2 percent
, from
$6.62 billion
for the year ended
December 31, 2015
. The increase was mainly due to increases in investment securities and loans and leases from the excess cash generated from the increased deposits.
|
•
|
Loans and leases receivable, net of allowance for loan and lease losses, were
$5.99 billion
at
December 31, 2016
,
an increase
of
$845.4 million
, or
16.4 percent
, from
$5.15 billion
at
December 31, 2015
. Loans held-for-sale were
$704.7 million
at
December 31, 2016
,
an increase
of
$35.8 million
, or
5.4 percent
, from
$668.8 million
at
December 31, 2015
. Average total loans and leases was
$6.78 billion
for the year ended
December 31, 2016
,
an increase
of
$1.48 billion
, or
27.9 percent
, from
$5.30 billion
for the year ended
December 31, 2015
. The increase was due mainly to increased originations during the year ended December 31, 2016.
|
•
|
Total deposits were
$9.14 billion
at
December 31, 2016
,
an increase
of
$2.84 billion
, or
45.0 percent
, from
$6.30 billion
at
December 31, 2015
. Average total deposits were
$7.74 billion
for the year ended
December 31, 2016
,
an increase
of
$2.57 billion
, or
49.7 percent
, from
$5.17 billion
for the year ended
December 31, 2015
. The increase was mainly due to strong deposit growth across the Company's business units, including strong growth from the private banking business, as well as increased average balance per account as the Company continues to build stronger relationship with its clients. The Company also utilized brokered deposits to provide sufficient liquidity for the Company. Brokered deposits were $2.25 billion at December 31, 2016, an increase of $1.26 billion, or 126.4 percent, from $992.9 million at December 31, 2015.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Interest and dividend income
|
$
|
384,972
|
|
|
$
|
266,338
|
|
|
$
|
188,139
|
|
Interest expense
|
59,499
|
|
|
42,621
|
|
|
32,862
|
|
|||
Net interest income
|
325,473
|
|
|
223,717
|
|
|
155,277
|
|
|||
Provision for loan and lease losses
|
5,271
|
|
|
7,469
|
|
|
10,976
|
|
|||
Noninterest income
|
271,880
|
|
|
220,219
|
|
|
145,637
|
|
|||
Noninterest expense
|
442,676
|
|
|
332,201
|
|
|
263,472
|
|
|||
Income before income taxes
|
149,406
|
|
|
104,266
|
|
|
26,466
|
|
|||
Income tax expense (benefit)
|
33,990
|
|
|
42,194
|
|
|
(3,739
|
)
|
|||
Net income
|
115,416
|
|
|
62,072
|
|
|
30,205
|
|
|||
Preferred stock dividends
|
19,914
|
|
|
9,823
|
|
|
3,640
|
|
|||
Net income available to common stockholders
|
$
|
95,502
|
|
|
$
|
52,249
|
|
|
$
|
26,565
|
|
Basic earnings per common share
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
$
|
0.91
|
|
Diluted earnings per common share
|
$
|
1.94
|
|
|
$
|
1.34
|
|
|
$
|
0.90
|
|
Basic earnings per class B common share
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
$
|
0.91
|
|
Diluted earnings per class B common share
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
$
|
0.91
|
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
|
Average
Balance
|
|
Interest
|
|
Yield/
Cost
|
|
Average
Balance
|
|
Interest
|
|
Yield/
Cost
|
|
Average
Balance |
|
Interest
|
|
Yield/
Cost |
|||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total loans and leases
(1)
|
$
|
6,780,826
|
|
|
$
|
296,996
|
|
|
4.38
|
%
|
|
$
|
5,300,237
|
|
|
$
|
241,556
|
|
|
4.56
|
%
|
|
$
|
3,805,239
|
|
|
$
|
180,761
|
|
|
4.75
|
%
|
Securities
|
2,711,112
|
|
|
79,527
|
|
|
2.93
|
%
|
|
776,256
|
|
|
20,263
|
|
|
2.61
|
%
|
|
225,182
|
|
|
5,158
|
|
|
2.29
|
%
|
||||||
Other interest-earning assets
(2)
|
380,832
|
|
|
8,449
|
|
|
2.22
|
%
|
|
276,823
|
|
|
4,519
|
|
|
1.63
|
%
|
|
146,097
|
|
|
2,220
|
|
|
1.52
|
%
|
||||||
Total interest-earning assets
|
9,872,770
|
|
|
384,972
|
|
|
3.90
|
%
|
|
6,353,316
|
|
|
266,338
|
|
|
4.19
|
%
|
|
4,176,518
|
|
|
188,139
|
|
|
4.50
|
%
|
||||||
Allowance for loan and lease losses
|
(37,664
|
)
|
|
|
|
|
|
(32,467
|
)
|
|
|
|
|
|
(22,354
|
)
|
|
|
|
|
||||||||||||
BOLI and non-interest earning assets
(3)
|
500,599
|
|
|
|
|
|
|
298,168
|
|
|
|
|
|
|
194,462
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
10,335,705
|
|
|
|
|
|
|
$
|
6,619,017
|
|
|
|
|
|
|
$
|
4,348,626
|
|
|
|
|
|
|||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings
|
$
|
882,774
|
|
|
6,795
|
|
|
0.77
|
%
|
|
$
|
862,160
|
|
|
6,467
|
|
|
0.75
|
%
|
|
$
|
967,803
|
|
|
9,121
|
|
|
0.94
|
%
|
|||
Interest-bearing checking
|
2,066,623
|
|
|
13,723
|
|
|
0.66
|
%
|
|
1,204,560
|
|
|
8,973
|
|
|
0.74
|
%
|
|
735,156
|
|
|
7,629
|
|
|
1.04
|
%
|
||||||
Money market
|
2,094,839
|
|
|
10,776
|
|
|
0.51
|
%
|
|
1,219,416
|
|
|
4,590
|
|
|
0.38
|
%
|
|
692,464
|
|
|
2,788
|
|
|
0.40
|
%
|
||||||
Certificates of deposit
|
1,465,679
|
|
|
8,926
|
|
|
0.61
|
%
|
|
1,006,493
|
|
|
5,753
|
|
|
0.57
|
%
|
|
662,183
|
|
|
4,873
|
|
|
0.74
|
%
|
||||||
FHLB advances
|
1,153,208
|
|
|
5,717
|
|
|
0.50
|
%
|
|
553,162
|
|
|
2,120
|
|
|
0.38
|
%
|
|
267,816
|
|
|
527
|
|
|
0.20
|
%
|
||||||
Securities sold under repurchase agreements
|
92,937
|
|
|
818
|
|
|
0.88
|
%
|
|
2,443
|
|
|
18
|
|
|
0.74
|
%
|
|
695
|
|
|
1
|
|
|
0.14
|
%
|
||||||
Long term debt and other interest-bearing liabilities
|
218,737
|
|
|
12,744
|
|
|
5.83
|
%
|
|
222,577
|
|
|
14,700
|
|
|
6.60
|
%
|
|
95,584
|
|
|
7,923
|
|
|
8.29
|
%
|
||||||
Total interest-bearing liabilities
|
7,974,797
|
|
|
59,499
|
|
|
0.75
|
%
|
|
5,070,811
|
|
|
42,621
|
|
|
0.84
|
%
|
|
3,421,701
|
|
|
32,862
|
|
|
0.96
|
%
|
||||||
Noninterest-bearing deposits
|
1,225,656
|
|
|
|
|
|
|
875,227
|
|
|
|
|
|
|
468,077
|
|
|
|
|
|
||||||||||||
Noninterest-bearing liabilities
|
228,421
|
|
|
|
|
|
|
60,586
|
|
|
|
|
|
|
45,394
|
|
|
|
|
|
||||||||||||
Total liabilities
|
9,428,874
|
|
|
|
|
|
|
6,006,624
|
|
|
|
|
|
|
3,935,172
|
|
|
|
|
|
||||||||||||
Total stockholders’ equity
|
906,831
|
|
|
|
|
|
|
612,393
|
|
|
|
|
|
|
413,454
|
|
|
|
|
|
||||||||||||
Total liabilities and stockholders’ equity
|
$
|
10,335,705
|
|
|
|
|
|
|
$
|
6,619,017
|
|
|
|
|
|
|
$
|
4,348,626
|
|
|
|
|
|
|||||||||
Net interest income/spread
|
|
|
$
|
325,473
|
|
|
3.15
|
%
|
|
|
|
$
|
223,717
|
|
|
3.35
|
%
|
|
|
|
$
|
155,277
|
|
|
3.54
|
%
|
||||||
Net interest margin
(4)
|
|
|
|
|
3.30
|
%
|
|
|
|
|
|
3.52
|
%
|
|
|
|
|
|
3.72
|
%
|
(1)
|
Total loans and leases are net of deferred fees, related direct cost and discounts, but exclude the allowance for loan and lease losses. Non-accrual loans and leases are included in the average balance. Loan (costs) fees of
$1 thousand
,
$(512) thousand
and
$71 thousand
and accretion of discount on purchased loans of
$36.8 million
,
$30.9 million
and
$34.8 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively, are included in the interest income.
|
(2)
|
Includes average balance of FHLB stock at cost and average time deposits with other financial institutions.
|
(3)
|
Includes average balance of BOLI of
$101.2 million
,
$51.6 million
and
$19.0 million
for the years ended
December 31, 2016
,
2015
and
2014
, respectively.
|
(4)
|
Net interest income divided by average interest-earning assets.
|
|
Year Ended December 31,
2016 vs. 2015
|
|
Year Ended December 31,
2015 vs. 2014 |
||||||||||||||||||||
|
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
|
$
|
65,294
|
|
|
$
|
(9,854
|
)
|
|
$
|
55,440
|
|
|
$
|
68,404
|
|
|
$
|
(7,609
|
)
|
|
$
|
60,795
|
|
Securities
|
56,486
|
|
|
2,778
|
|
|
59,264
|
|
|
14,290
|
|
|
815
|
|
|
15,105
|
|
||||||
Other interest-earning assets
|
2,002
|
|
|
1,928
|
|
|
3,930
|
|
|
2,123
|
|
|
176
|
|
|
2,299
|
|
||||||
Total interest-earning assets
|
123,782
|
|
|
(5,148
|
)
|
|
118,634
|
|
|
84,817
|
|
|
(6,618
|
)
|
|
78,199
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings
|
155
|
|
|
173
|
|
|
328
|
|
|
(925
|
)
|
|
(1,729
|
)
|
|
(2,654
|
)
|
||||||
Interest-bearing checking
|
5,801
|
|
|
(1,051
|
)
|
|
4,750
|
|
|
3,918
|
|
|
(2,574
|
)
|
|
1,344
|
|
||||||
Money market
|
4,190
|
|
|
1,996
|
|
|
6,186
|
|
|
1,994
|
|
|
(192
|
)
|
|
1,802
|
|
||||||
Certificates of deposit
|
2,750
|
|
|
423
|
|
|
3,173
|
|
|
2,138
|
|
|
(1,258
|
)
|
|
880
|
|
||||||
FHLB advances
|
2,786
|
|
|
811
|
|
|
3,597
|
|
|
843
|
|
|
750
|
|
|
1,593
|
|
||||||
Securities sold under repurchase agreements
|
796
|
|
|
4
|
|
|
800
|
|
|
6
|
|
|
11
|
|
|
17
|
|
||||||
Long term debt and other interest-bearing liabilities
|
(252
|
)
|
|
(1,704
|
)
|
|
(1,956
|
)
|
|
8,705
|
|
|
(1,928
|
)
|
|
6,777
|
|
||||||
Total interest-bearing liabilities
|
16,226
|
|
|
652
|
|
|
16,878
|
|
|
16,679
|
|
|
(6,920
|
)
|
|
9,759
|
|
||||||
Net interest income
|
$
|
107,556
|
|
|
$
|
(5,800
|
)
|
|
$
|
101,756
|
|
|
$
|
68,138
|
|
|
$
|
302
|
|
|
$
|
68,440
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Customer service fees
|
$
|
5,147
|
|
|
$
|
4,057
|
|
|
$
|
1,490
|
|
Loan servicing income
|
5,385
|
|
|
2,974
|
|
|
4,199
|
|
|||
Income from bank owned life insurance
|
2,341
|
|
|
1,076
|
|
|
224
|
|
|||
Net gain on sale of securities available-for-sale
|
29,405
|
|
|
3,258
|
|
|
1,183
|
|
|||
Net gain on sale of loans
|
35,895
|
|
|
37,211
|
|
|
19,828
|
|
|||
Net revenue on mortgage banking activities
|
167,024
|
|
|
144,685
|
|
|
95,430
|
|
|||
Advisory service fees
|
1,507
|
|
|
9,868
|
|
|
12,904
|
|
|||
Loan brokerage income
|
4,519
|
|
|
3,140
|
|
|
8,674
|
|
|||
Gain on sale of building
|
—
|
|
|
9,919
|
|
|
—
|
|
|||
Gain on sale of branches
|
—
|
|
|
163
|
|
|
456
|
|
|||
Gain on sale of subsidiary
|
3,694
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of business unit
|
2,629
|
|
|
—
|
|
|
—
|
|
|||
Other income
|
14,334
|
|
|
3,868
|
|
|
1,249
|
|
|||
Total noninterest income
|
$
|
271,880
|
|
|
$
|
220,219
|
|
|
$
|
145,637
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Salaries and employee benefits, excluding commissions
|
$
|
197,046
|
|
|
$
|
162,305
|
|
|
$
|
127,223
|
|
Commissions for mortgage banking activities
|
60,872
|
|
|
50,809
|
|
|
35,656
|
|
|||
Salaries and employee benefits
|
257,918
|
|
|
213,114
|
|
|
162,879
|
|
|||
Occupancy and equipment
|
49,018
|
|
|
41,405
|
|
|
33,443
|
|
|||
Professional fees
|
31,293
|
|
|
20,193
|
|
|
19,247
|
|
|||
Outside service fees
|
13,052
|
|
|
8,831
|
|
|
6,372
|
|
|||
Data processing
|
10,833
|
|
|
8,184
|
|
|
5,231
|
|
|||
Advertising
|
10,740
|
|
|
6,156
|
|
|
5,016
|
|
|||
Regulatory assessments
|
8,186
|
|
|
5,644
|
|
|
4,182
|
|
|||
Loss on investments in alternative energy partnerships, net
|
31,510
|
|
|
—
|
|
|
—
|
|
|||
Provision (reversal) for loan repurchases
|
(3,352
|
)
|
|
2,326
|
|
|
2,808
|
|
|||
Amortization of intangible assets
|
4,851
|
|
|
5,836
|
|
|
4,079
|
|
|||
Impairment on intangible assets
|
690
|
|
|
258
|
|
|
48
|
|
|||
All other expense
|
27,937
|
|
|
20,254
|
|
|
20,167
|
|
|||
Total noninterest expense
|
$
|
442,676
|
|
|
$
|
332,201
|
|
|
$
|
263,472
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
240,090
|
|
|
$
|
13,032
|
|
|
$
|
(91
|
)
|
|
$
|
253,031
|
|
Collateralized loan obligations
|
338,226
|
|
|
1,461
|
|
|
(61
|
)
|
|
339,626
|
|
||||
Commercial mortgage-backed securities
|
305,918
|
|
|
2,949
|
|
|
(1,781
|
)
|
|
307,086
|
|
||||
Total securities held-to-maturity
|
$
|
884,234
|
|
|
$
|
17,442
|
|
|
$
|
(1,933
|
)
|
|
$
|
899,743
|
|
Available-for-sale
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
Private label residential mortgage-backed securities
|
121,397
|
|
|
18
|
|
|
(4,238
|
)
|
|
117,177
|
|
||||
Corporate bonds
|
48,574
|
|
|
482
|
|
|
(108
|
)
|
|
48,948
|
|
||||
Collateralized loan obligations
|
1,395,094
|
|
|
12,449
|
|
|
(674
|
)
|
|
1,406,869
|
|
||||
Agency mortgage-backed securities
|
830,682
|
|
|
9
|
|
|
(23,418
|
)
|
|
807,273
|
|
||||
Total securities available-for-sale
|
$
|
2,396,968
|
|
|
$
|
12,958
|
|
|
$
|
(28,438
|
)
|
|
$
|
2,381,488
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
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
|
|
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
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Available-for-sale
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
$
|
1,697
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
1,715
|
|
U.S. government-sponsored entities and agency securities
|
1,940
|
|
|
42
|
|
|
—
|
|
|
1,982
|
|
||||
Private label residential mortgage-backed securities
|
3,169
|
|
|
12
|
|
|
(13
|
)
|
|
3,168
|
|
||||
Agency mortgage-backed securities
|
338,072
|
|
|
1,363
|
|
|
(605
|
)
|
|
338,830
|
|
||||
Total securities available-for-sale
|
$
|
344,878
|
|
|
$
|
1,435
|
|
|
$
|
(618
|
)
|
|
$
|
345,695
|
|
|
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)
|
|||||||||||||||||||||||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Corporate bonds
|
$
|
—
|
|
|
—
|
%
|
|
$
|
15,000
|
|
|
5.00
|
%
|
|
$
|
225,090
|
|
|
5.06
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
240,090
|
|
|
5.05
|
%
|
Collateralized loan obligations
|
338,226
|
|
|
2.92
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
338,226
|
|
|
2.92
|
%
|
|||||
Commercial mortgage-backed securities
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
223,815
|
|
|
3.96
|
%
|
|
82,103
|
|
|
3.81
|
%
|
|
305,918
|
|
|
3.92
|
%
|
|||||
Total securities held-to-maturity
|
$
|
338,226
|
|
|
2.92
|
%
|
|
$
|
15,000
|
|
|
5.00
|
%
|
|
$
|
448,905
|
|
|
4.51
|
%
|
|
$
|
82,103
|
|
|
3.81
|
%
|
|
$
|
884,234
|
|
|
3.85
|
%
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
SBA loan pools securities
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,221
|
|
|
2.77
|
%
|
|
$
|
1,221
|
|
|
2.77
|
%
|
Private label residential mortgage-backed securities
|
51,392
|
|
|
3.66
|
%
|
|
583
|
|
|
3.97
|
%
|
|
—
|
|
|
—
|
%
|
|
69,422
|
|
|
3.44
|
%
|
|
121,397
|
|
|
3.54
|
%
|
|||||
Corporate bonds
|
—
|
|
|
—
|
%
|
|
31,500
|
|
|
5.96
|
%
|
|
17,074
|
|
|
5.63
|
%
|
|
—
|
|
|
—
|
%
|
|
48,574
|
|
|
5.85
|
%
|
|||||
Collateralized loan obligations
|
1,395,094
|
|
|
2.92
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
1,395,094
|
|
|
2.92
|
%
|
|||||
Agency mortgage-backed securities
|
544
|
|
|
1.14
|
%
|
|
8,075
|
|
|
1.03
|
%
|
|
—
|
|
|
—
|
%
|
|
822,063
|
|
|
2.76
|
%
|
|
830,682
|
|
|
2.74
|
%
|
|||||
Total securities available-for-sale
|
$
|
1,447,030
|
|
|
2.95
|
%
|
|
$
|
40,158
|
|
|
4.94
|
%
|
|
$
|
17,074
|
|
|
5.63
|
%
|
|
$
|
892,706
|
|
|
2.81
|
%
|
|
$
|
2,396,968
|
|
|
2.95
|
%
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
$
|
1,522,960
|
|
|
25.2
|
%
|
|
$
|
876,999
|
|
|
16.9
|
%
|
|
$
|
490,900
|
|
|
12.4
|
%
|
|
$
|
287,771
|
|
|
11.8
|
%
|
|
$
|
80,387
|
|
|
6.4
|
%
|
Commercial real estate
|
729,959
|
|
|
12.1
|
%
|
|
727,707
|
|
|
14.0
|
%
|
|
999,857
|
|
|
25.3
|
%
|
|
529,883
|
|
|
21.7
|
%
|
|
338,900
|
|
|
27.1
|
%
|
|||||
Multi-family
|
1,365,262
|
|
|
22.6
|
%
|
|
904,300
|
|
|
17.5
|
%
|
|
955,683
|
|
|
24.2
|
%
|
|
141,580
|
|
|
5.8
|
%
|
|
115,082
|
|
|
9.2
|
%
|
|||||
SBA
|
73,840
|
|
|
1.2
|
%
|
|
57,706
|
|
|
1.1
|
%
|
|
36,155
|
|
|
0.9
|
%
|
|
27,428
|
|
|
1.1
|
%
|
|
36,076
|
|
|
2.9
|
%
|
|||||
Construction
|
125,100
|
|
|
2.1
|
%
|
|
55,289
|
|
|
1.1
|
%
|
|
42,198
|
|
|
1.1
|
%
|
|
24,933
|
|
|
1.0
|
%
|
|
6,623
|
|
|
0.5
|
%
|
|||||
Lease financing
|
379
|
|
|
0.1
|
%
|
|
192,424
|
|
|
3.7
|
%
|
|
85,749
|
|
|
2.2
|
%
|
|
31,949
|
|
|
1.3
|
%
|
|
11,203
|
|
|
0.9
|
%
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Single family residential mortgage
|
2,106,630
|
|
|
34.9
|
%
|
|
2,255,584
|
|
|
43.5
|
%
|
|
1,171,662
|
|
|
29.7
|
%
|
|
1,286,541
|
|
|
52.6
|
%
|
|
638,667
|
|
|
51.3
|
%
|
|||||
Other consumer
|
110,622
|
|
|
1.8
|
%
|
|
114,385
|
|
|
2.2
|
%
|
|
166,918
|
|
|
4.2
|
%
|
|
116,026
|
|
|
4.7
|
%
|
|
21,533
|
|
|
1.7
|
%
|
|||||
Total loans and leases
|
6,034,752
|
|
|
100.0
|
%
|
|
5,184,394
|
|
|
100.0
|
%
|
|
3,949,122
|
|
|
100.0
|
%
|
|
2,446,111
|
|
|
100.0
|
%
|
|
1,248,471
|
|
|
100.0
|
%
|
|||||
Allowance for loan and lease losses
|
(40,444
|
)
|
|
|
|
(35,533
|
)
|
|
|
|
(29,480
|
)
|
|
|
|
(18,805
|
)
|
|
|
|
(14,448
|
)
|
|
|
||||||||||
Total loans and leases receivable, net
|
$
|
5,994,308
|
|
|
|
|
$
|
5,148,861
|
|
|
|
|
$
|
3,919,642
|
|
|
|
|
$
|
2,427,306
|
|
|
|
|
$
|
1,234,023
|
|
|
|
|
One Year or Less
|
|
More Than One Year Through Five Years
|
|
More than Five
Years through Ten Years |
|
More than Ten
Years |
|
Total
|
|||||||||||||||||||||||||
|
Amount
|
|
Weighted
Average
Yield
|
|
Amount
|
|
Weighted
Average Yield |
|
Amount
|
|
Weighted
Average Yield |
|
Amount
|
|
Weighted
Average Yield |
|
Amount
|
|
Weighted
Average Yield |
|||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
$
|
1,115,186
|
|
|
4.33
|
%
|
|
$
|
266,546
|
|
|
4.41
|
%
|
|
$
|
130,514
|
|
|
4.60
|
%
|
|
$
|
10,714
|
|
|
4.55
|
%
|
|
$
|
1,522,960
|
|
|
4.37
|
%
|
Commercial real estate
|
187,390
|
|
|
4.32
|
%
|
|
279,095
|
|
|
4.26
|
%
|
|
244,904
|
|
|
4.44
|
%
|
|
18,570
|
|
|
4.57
|
%
|
|
729,959
|
|
|
4.34
|
%
|
|||||
Multi-family
|
177,085
|
|
|
4.25
|
%
|
|
780,234
|
|
|
3.76
|
%
|
|
387,047
|
|
|
3.89
|
%
|
|
20,896
|
|
|
4.07
|
%
|
|
1,365,262
|
|
|
3.87
|
%
|
|||||
SBA
|
41,494
|
|
|
5.68
|
%
|
|
16,502
|
|
|
4.59
|
%
|
|
5,258
|
|
|
4.66
|
%
|
|
10,586
|
|
|
4.59
|
%
|
|
73,840
|
|
|
5.21
|
%
|
|||||
Construction
|
123,477
|
|
|
5.60
|
%
|
|
1,252
|
|
|
5.25
|
%
|
|
287
|
|
|
4.76
|
%
|
|
84
|
|
|
5.25
|
%
|
|
125,100
|
|
|
5.60
|
%
|
|||||
Lease financing
|
328
|
|
|
4.50
|
%
|
|
51
|
|
|
4.33
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
379
|
|
|
4.48
|
%
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Single family residential mortgage
|
197,009
|
|
|
3.44
|
%
|
|
643,169
|
|
|
3.88
|
%
|
|
1,207,524
|
|
|
4.19
|
%
|
|
58,928
|
|
|
4.08
|
%
|
|
2,106,630
|
|
|
4.02
|
%
|
|||||
Other consumer
|
98,362
|
|
|
4.30
|
%
|
|
3,960
|
|
|
4.86
|
%
|
|
646
|
|
|
9.34
|
%
|
|
7,654
|
|
|
4.75
|
%
|
|
110,622
|
|
|
4.38
|
%
|
|||||
Total
|
$
|
1,940,331
|
|
|
4.34
|
%
|
|
$
|
1,990,809
|
|
|
3.97
|
%
|
|
$
|
1,976,180
|
|
|
4.19
|
%
|
|
$
|
127,432
|
|
|
4.27
|
%
|
|
$
|
6,034,752
|
|
|
4.17
|
%
|
|
Due After One Year
|
||||||||||
|
Fixed Rate
|
|
Floating Rate
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Commercial:
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
245,644
|
|
|
$
|
531,638
|
|
|
$
|
777,282
|
|
Commercial real estate
|
338,620
|
|
|
324,310
|
|
|
662,930
|
|
|||
Multi-family
|
139,993
|
|
|
1,198,908
|
|
|
1,338,901
|
|
|||
SBA
|
13,843
|
|
|
59,940
|
|
|
73,783
|
|
|||
Construction
|
1,336
|
|
|
41,283
|
|
|
42,619
|
|
|||
Lease financing
|
51
|
|
|
—
|
|
|
51
|
|
|||
Consumer:
|
|
|
|
|
|
||||||
Single family residential mortgage
|
50,827
|
|
|
2,055,844
|
|
|
2,106,671
|
|
|||
Other consumer
|
8,672
|
|
|
81,866
|
|
|
90,538
|
|
|||
Total
|
$
|
798,986
|
|
|
$
|
4,293,789
|
|
|
$
|
5,092,775
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Origination by rate type:
|
|
|
|
|
|
||||||
Floating rate:
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
400,878
|
|
|
$
|
180,728
|
|
|
$
|
80,119
|
|
Commercial real estate and multi family
|
628,900
|
|
|
300,068
|
|
|
397,271
|
|
|||
SBA
|
15,423
|
|
|
33,435
|
|
|
12,223
|
|
|||
Construction
|
49,702
|
|
|
23,819
|
|
|
1,167
|
|
|||
Lease financing
|
—
|
|
|
—
|
|
|
1,091
|
|
|||
Single family residential mortgage
|
1,034,763
|
|
|
523,789
|
|
|
130,251
|
|
|||
Other consumer
|
9,582
|
|
|
23,628
|
|
|
46,407
|
|
|||
Total floating rate
|
2,139,248
|
|
|
1,085,467
|
|
|
668,529
|
|
|||
Fixed rate:
|
|
|
|
|
|
||||||
Commercial and industrial
|
284,542
|
|
|
25,052
|
|
|
51,949
|
|
|||
Commercial real estate and multi family
|
136,933
|
|
|
169,518
|
|
|
61,145
|
|
|||
SBA
|
9,490
|
|
|
—
|
|
|
3,691
|
|
|||
Construction
|
8,907
|
|
|
3
|
|
|
—
|
|
|||
Lease financing
|
41,008
|
|
|
26,748
|
|
|
44,590
|
|
|||
Single family residential mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other consumer
|
50
|
|
|
25
|
|
|
8,414
|
|
|||
Total fixed rate
|
480,930
|
|
|
221,346
|
|
|
169,789
|
|
|||
Total loans and leases originated
|
2,620,178
|
|
|
1,306,813
|
|
|
838,318
|
|
|||
Purchases:
|
|
|
|
|
|
||||||
Single family residential mortgage
|
90,984
|
|
|
578,666
|
|
|
—
|
|
|||
Lease financing
|
91,247
|
|
|
127,043
|
|
|
38,572
|
|
|||
Total loans and leases purchased
|
182,231
|
|
|
705,709
|
|
|
38,572
|
|
|||
Acquired in business combinations
|
—
|
|
|
—
|
|
|
1,072,449
|
|
|||
Transferred to loans held-for-sale
|
(191,666
|
)
|
|
(48,757
|
)
|
|
(66,334
|
)
|
|||
Repayments:
|
|
|
|
|
|
||||||
Principal repayments
|
(7,944,255
|
)
|
|
(3,777,566
|
)
|
|
(1,885,128
|
)
|
|||
Sales
|
(970,587
|
)
|
|
(444,578
|
)
|
|
(90,390
|
)
|
|||
Increase in other items, net
|
7,154,457
|
|
|
3,493,651
|
|
|
1,595,524
|
|
|||
Net increase
|
$
|
850,358
|
|
|
$
|
1,235,272
|
|
|
$
|
1,503,011
|
|
|
December 31,
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||||||||||||||||||
Green Loans (HELOC) - first liens
|
107
|
|
|
$
|
87,469
|
|
|
9.9
|
%
|
|
121
|
|
|
$
|
105,131
|
|
|
13.4
|
%
|
|
148
|
|
|
$
|
123,177
|
|
|
35.1
|
%
|
|
173
|
|
|
$
|
147,705
|
|
|
47.7
|
%
|
|
212
|
|
|
$
|
198,720
|
|
|
53.9
|
%
|
Interest only - first liens
|
522
|
|
|
784,364
|
|
|
88.6
|
%
|
|
521
|
|
|
664,358
|
|
|
84.4
|
%
|
|
207
|
|
|
209,207
|
|
|
59.7
|
%
|
|
244
|
|
|
139,867
|
|
|
45.2
|
%
|
|
187
|
|
|
142,426
|
|
|
38.7
|
%
|
|||||
Negative amortization
|
22
|
|
|
9,756
|
|
|
1.1
|
%
|
|
30
|
|
|
11,602
|
|
|
1.5
|
%
|
|
32
|
|
|
13,099
|
|
|
3.7
|
%
|
|
37
|
|
|
16,623
|
|
|
5.4
|
%
|
|
40
|
|
|
19,341
|
|
|
5.3
|
%
|
|||||
Total NTM - first liens
|
651
|
|
|
881,589
|
|
|
99.6
|
%
|
|
672
|
|
|
781,091
|
|
|
99.3
|
%
|
|
387
|
|
|
345,483
|
|
|
98.5
|
%
|
|
454
|
|
|
304,195
|
|
|
98.3
|
%
|
|
439
|
|
|
360,487
|
|
|
97.9
|
%
|
|||||
Green Loans (HELOC) - second liens
|
12
|
|
|
3,559
|
|
|
0.4
|
%
|
|
16
|
|
|
4,704
|
|
|
0.6
|
%
|
|
19
|
|
|
4,979
|
|
|
1.4
|
%
|
|
23
|
|
|
5,289
|
|
|
1.7
|
%
|
|
27
|
|
|
7,659
|
|
|
2.1
|
%
|
|||||
Interest only - second liens
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
113
|
|
|
0.1
|
%
|
|
1
|
|
|
113
|
|
|
0.1
|
%
|
|
1
|
|
|
113
|
|
|
—
|
%
|
|
1
|
|
|
114
|
|
|
—
|
%
|
|||||
Total NTM - second liens
|
12
|
|
|
3,559
|
|
|
0.4
|
%
|
|
17
|
|
|
4,817
|
|
|
0.7
|
%
|
|
20
|
|
|
5,092
|
|
|
1.5
|
%
|
|
24
|
|
|
5,402
|
|
|
1.7
|
%
|
|
28
|
|
|
7,773
|
|
|
2.1
|
%
|
|||||
Total NTM loans
|
663
|
|
|
$
|
885,148
|
|
|
100.0
|
%
|
|
689
|
|
|
$
|
785,908
|
|
|
100.0
|
%
|
|
407
|
|
|
$
|
350,575
|
|
|
100.0
|
%
|
|
478
|
|
|
$
|
309,597
|
|
|
100.0
|
%
|
|
467
|
|
|
$
|
368,260
|
|
|
100.0
|
%
|
Percentage to total loans and leases
|
|
|
14.7
|
%
|
|
|
|
|
|
15.2
|
%
|
|
|
|
|
|
8.9
|
%
|
|
|
|
|
|
12.7
|
%
|
|
|
|
|
|
29.5
|
%
|
|
|
(1)
|
Green Loans typically have a 15 year balloon maturity
|
(2)
|
Interest Only loans typically switch to an amortizing basis after 5, 7, or 10 years
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
By FICO Scores Obtained
During the Quarter Ended December 31, 2016 |
|
By FICO Scores Obtained
During the Quarter Ended December 31, 2015 |
|
Change
|
||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||
800+
|
16
|
|
|
$
|
9,586
|
|
|
11.0
|
%
|
|
20
|
|
|
$
|
13,831
|
|
|
15.8
|
%
|
|
(4
|
)
|
|
$
|
(4,245
|
)
|
|
(4.8
|
)%
|
700-799
|
55
|
|
|
43,337
|
|
|
49.5
|
%
|
|
55
|
|
|
44,310
|
|
|
50.7
|
%
|
|
—
|
|
|
(973
|
)
|
|
(1.2
|
)%
|
|||
600-699
|
28
|
|
|
27,327
|
|
|
31.2
|
%
|
|
21
|
|
|
21,039
|
|
|
24.1
|
%
|
|
7
|
|
|
6,288
|
|
|
7.1
|
%
|
|||
<600
|
1
|
|
|
1,800
|
|
|
2.1
|
%
|
|
3
|
|
|
2,573
|
|
|
2.9
|
%
|
|
(2
|
)
|
|
(773
|
)
|
|
(0.8
|
)%
|
|||
No FICO score
|
7
|
|
|
5,419
|
|
|
6.2
|
%
|
|
8
|
|
|
5,716
|
|
|
6.5
|
%
|
|
(1
|
)
|
|
(297
|
)
|
|
(0.3
|
)%
|
|||
Totals
|
107
|
|
|
$
|
87,469
|
|
|
100.0
|
%
|
|
107
|
|
|
$
|
87,469
|
|
|
100.0
|
%
|
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
Green
|
|
Interest Only
|
|
Negative Amortization
|
|
Total
|
||||||||||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
< 61
|
45
|
|
|
$
|
39,105
|
|
|
44.7
|
%
|
|
196
|
|
|
$
|
336,744
|
|
|
42.9
|
%
|
|
16
|
|
|
$
|
7,043
|
|
|
72.2
|
%
|
|
257
|
|
|
$
|
382,892
|
|
|
43.4
|
%
|
61-80
|
52
|
|
|
41,732
|
|
|
47.7
|
%
|
|
306
|
|
|
434,269
|
|
|
55.4
|
%
|
|
6
|
|
|
2,713
|
|
|
27.8
|
%
|
|
364
|
|
|
478,714
|
|
|
54.3
|
%
|
||||
81-100
|
10
|
|
|
6,632
|
|
|
7.6
|
%
|
|
8
|
|
|
8,828
|
|
|
1.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
18
|
|
|
15,460
|
|
|
1.8
|
%
|
||||
> 100
|
—
|
|
|
—
|
|
|
—
|
%
|
|
12
|
|
|
4,523
|
|
|
0.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
12
|
|
|
4,523
|
|
|
0.5
|
%
|
||||
Total
|
107
|
|
|
$
|
87,469
|
|
|
100.0
|
%
|
|
522
|
|
|
$
|
784,364
|
|
|
100.0
|
%
|
|
22
|
|
|
$
|
9,756
|
|
|
100.0
|
%
|
|
651
|
|
|
$
|
881,589
|
|
|
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
|
%
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
875
|
|
|
$
|
5,007
|
|
|
$
|
116
|
|
|
$
|
287
|
|
|
$
|
255
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
2,237
|
|
|
5,748
|
|
|
2,232
|
|
|||||
Multi-family
|
—
|
|
|
223
|
|
|
1,280
|
|
|
602
|
|
|
—
|
|
|||||
SBA
|
549
|
|
|
711
|
|
|
960
|
|
|
108
|
|
|
516
|
|
|||||
Construction
|
1,529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lease financing
|
—
|
|
|
3,046
|
|
|
1,091
|
|
|
363
|
|
|
118
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
31,309
|
|
|
71,239
|
|
|
52,259
|
|
|
60,786
|
|
|
9,887
|
|
|||||
Other consumer
|
10,956
|
|
|
11
|
|
|
392
|
|
|
319
|
|
|
27
|
|
|||||
Total
|
$
|
45,218
|
|
|
$
|
80,237
|
|
|
$
|
58,335
|
|
|
$
|
68,213
|
|
|
$
|
13,035
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
875
|
|
|
$
|
5,007
|
|
|
$
|
116
|
|
|
$
|
287
|
|
|
$
|
255
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
2,237
|
|
|
5,748
|
|
|
775
|
|
|||||
Multi-family
|
—
|
|
|
223
|
|
|
1,280
|
|
|
602
|
|
|
—
|
|
|||||
SBA
|
17
|
|
|
162
|
|
|
82
|
|
|
62
|
|
|
136
|
|
|||||
Construction
|
1,529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lease financing
|
—
|
|
|
3,046
|
|
|
1,091
|
|
|
363
|
|
|
118
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
12,570
|
|
|
19,649
|
|
|
25,063
|
|
|
26,808
|
|
|
2,618
|
|
|||||
Other consumer
|
10,956
|
|
|
11
|
|
|
98
|
|
|
319
|
|
|
27
|
|
|||||
Total
|
$
|
25,947
|
|
|
$
|
28,098
|
|
|
$
|
29,967
|
|
|
$
|
34,189
|
|
|
$
|
3,929
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,457
|
|
SBA
|
532
|
|
|
549
|
|
|
878
|
|
|
46
|
|
|
380
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
14,546
|
|
|
39,742
|
|
|
16,763
|
|
|
30,468
|
|
|
2,090
|
|
|||||
Total
|
$
|
15,078
|
|
|
$
|
40,291
|
|
|
$
|
17,641
|
|
|
$
|
30,514
|
|
|
$
|
3,927
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
3,544
|
|
|
$
|
4,383
|
|
|
$
|
7,143
|
|
|
$
|
33
|
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
|
1,552
|
|
|
1,017
|
|
|
3,868
|
|
|
2,906
|
|
|||||
Multi-family
|
—
|
|
|
642
|
|
|
1,834
|
|
|
1,972
|
|
|
5,442
|
|
|||||
SBA
|
619
|
|
|
422
|
|
|
285
|
|
|
10
|
|
|
141
|
|
|||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lease financing
|
109
|
|
|
598
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
10,287
|
|
|
37,318
|
|
|
27,753
|
|
|
25,514
|
|
|
14,503
|
|
|||||
Other consumer
|
383
|
|
|
214
|
|
|
249
|
|
|
251
|
|
|
1
|
|
|||||
Total non-accrual loans and leases
|
14,942
|
|
|
45,129
|
|
|
38,381
|
|
|
31,648
|
|
|
22,993
|
|
|||||
Loans past due over 90 days or more and still on accrual
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other real estate owned
|
2,502
|
|
|
1,097
|
|
|
423
|
|
|
—
|
|
|
4,527
|
|
|||||
Total non-performing assets
|
$
|
17,444
|
|
|
$
|
46,226
|
|
|
$
|
38,804
|
|
|
$
|
31,648
|
|
|
$
|
27,520
|
|
Performing troubled debt restructured loans
|
$
|
4,827
|
|
|
$
|
7,842
|
|
|
$
|
6,346
|
|
|
$
|
6,117
|
|
|
$
|
6,646
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Green Loans (HELOC) - first liens
|
$
|
—
|
|
|
$
|
10,088
|
|
|
$
|
12,334
|
|
|
$
|
5,482
|
|
|
$
|
5,564
|
|
Interest only - first liens
|
467
|
|
|
4,615
|
|
|
2,049
|
|
|
752
|
|
|
5,797
|
|
|||||
Negative amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|
—
|
|
|||||
Total NTM - first liens
|
467
|
|
|
14,703
|
|
|
14,383
|
|
|
7,482
|
|
|
11,361
|
|
|||||
Green Loans (HELOC) - second liens
|
—
|
|
|
|
|
209
|
|
|
216
|
|
|
—
|
|
||||||
Interest only - second liens
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total NTM - second liens
|
—
|
|
|
—
|
|
|
209
|
|
|
216
|
|
|
—
|
|
|||||
Total NTM loans
|
$
|
467
|
|
|
$
|
14,703
|
|
|
$
|
14,592
|
|
|
$
|
7,698
|
|
|
$
|
11,361
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||
Loans past due over 90 days or more still on accrual
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-accrual loans and leases
|
14,942
|
|
|
45,129
|
|
|
38,381
|
|
|
31,648
|
|
|
22,993
|
|
|||||
Total non-performing loans and leases
|
14,942
|
|
|
45,129
|
|
|
38,381
|
|
|
31,648
|
|
|
22,993
|
|
|||||
Other real estate owned
|
2,502
|
|
|
1,097
|
|
|
423
|
|
|
—
|
|
|
4,527
|
|
|||||
Total non-performing loans and leases
|
$
|
17,444
|
|
|
$
|
46,226
|
|
|
$
|
38,804
|
|
|
$
|
31,648
|
|
|
$
|
27,520
|
|
Allowance for loan and lease losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of year
|
$
|
35,533
|
|
|
$
|
29,480
|
|
|
$
|
18,805
|
|
|
$
|
14,448
|
|
|
$
|
12,780
|
|
Charge-offs
|
(2,618
|
)
|
|
(1,942
|
)
|
|
(923
|
)
|
|
(3,013
|
)
|
|
(4,071
|
)
|
|||||
Recoveries
|
2,258
|
|
|
526
|
|
|
1,235
|
|
|
850
|
|
|
239
|
|
|||||
Transfer of loans to held-for-sale
|
—
|
|
|
—
|
|
|
(613
|
)
|
|
(1,443
|
)
|
|
—
|
|
|||||
Provision for loan and lease losses
|
5,271
|
|
|
7,469
|
|
|
10,976
|
|
|
7,963
|
|
|
5,500
|
|
|||||
Balance at end of year
|
$
|
40,444
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
|
$
|
18,805
|
|
|
$
|
14,448
|
|
Non-performing loans and leases to total loans and leases
|
0.25
|
%
|
|
0.87
|
%
|
|
0.97
|
%
|
|
1.29
|
%
|
|
1.84
|
%
|
|||||
Non-performing assets to total assets
|
0.16
|
%
|
|
0.56
|
%
|
|
0.65
|
%
|
|
0.87
|
%
|
|
1.64
|
%
|
|||||
Non-performing loans and leases to ALLL
|
36.94
|
%
|
|
127.01
|
%
|
|
130.19
|
%
|
|
168.30
|
%
|
|
159.14
|
%
|
|||||
ALLL to non-performing loans and leases
|
270.67
|
%
|
|
78.74
|
%
|
|
76.81
|
%
|
|
59.42
|
%
|
|
62.84
|
%
|
|||||
ALLL to total loans and leases
|
0.67
|
%
|
|
0.69
|
%
|
|
0.75
|
%
|
|
0.77
|
%
|
|
1.16
|
%
|
|||||
Net charge-offs to average total loans and leases
|
0.01
|
%
|
|
0.03
|
%
|
|
(0.01
|
)%
|
|
0.09
|
%
|
|
0.31
|
%
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||
|
ALLL Amount
|
|
% of Loans to Total Loans
|
|
ALLL Amount
|
|
% of Loans to Total Loans
|
|
ALLL Amount
|
|
% of Loans to Total Loans
|
|
ALLL Amount
|
|
% of Loans to Total Loans
|
|
ALLL Amount
|
|
% of Loans to Total Loans
|
|||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
$
|
7,584
|
|
|
25.2
|
%
|
|
$
|
5,850
|
|
|
16.9
|
%
|
|
$
|
6,910
|
|
|
12.4
|
%
|
|
$
|
1,822
|
|
|
11.8
|
%
|
|
$
|
263
|
|
|
6.4
|
%
|
Commercial real estate
|
5,467
|
|
|
12.1
|
%
|
|
4,252
|
|
|
14.0
|
%
|
|
3,840
|
|
|
25.3
|
%
|
|
5,484
|
|
|
21.7
|
%
|
|
3,178
|
|
|
27.1
|
%
|
|||||
Multi-family
|
11,376
|
|
|
22.6
|
%
|
|
6,012
|
|
|
17.5
|
%
|
|
7,179
|
|
|
24.2
|
%
|
|
2,566
|
|
|
5.8
|
%
|
|
1,478
|
|
|
9.2
|
%
|
|||||
SBA
|
939
|
|
|
1.2
|
%
|
|
683
|
|
|
1.1
|
%
|
|
335
|
|
|
0.9
|
%
|
|
235
|
|
|
1.1
|
%
|
|
118
|
|
|
2.9
|
%
|
|||||
Construction
|
2,015
|
|
|
2.1
|
%
|
|
1,530
|
|
|
1.1
|
%
|
|
846
|
|
|
1.1
|
%
|
|
244
|
|
|
1.0
|
%
|
|
21
|
|
|
0.5
|
%
|
|||||
Lease financing
|
6
|
|
|
0.1
|
%
|
|
2,195
|
|
|
3.7
|
%
|
|
873
|
|
|
2.2
|
%
|
|
428
|
|
|
1.3
|
%
|
|
261
|
|
|
0.9
|
%
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Single family residential mortgage
|
12,075
|
|
|
34.9
|
%
|
|
13,854
|
|
|
43.5
|
%
|
|
7,192
|
|
|
29.7
|
%
|
|
7,044
|
|
|
52.6
|
%
|
|
8,855
|
|
|
51.3
|
%
|
|||||
Other consumer
|
982
|
|
|
1.8
|
%
|
|
1,157
|
|
|
2.2
|
%
|
|
2,305
|
|
|
4.2
|
%
|
|
532
|
|
|
4.7
|
%
|
|
274
|
|
|
1.7
|
%
|
|||||
Unallocated
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
450
|
|
|
|
|
|
|
|
|||||||||||
Total
|
$
|
40,444
|
|
|
100.0
|
%
|
|
$
|
35,533
|
|
|
100.0
|
%
|
|
$
|
29,480
|
|
|
100.0
|
%
|
|
$
|
18,805
|
|
|
100.0
|
%
|
|
$
|
14,448
|
|
|
100.0
|
%
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
($ in thousands)
|
||||||||||||||||||
Loan breakdown by ALLL evaluation type:
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated loans and leases
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
$
|
10,168
|
|
|
$
|
30,654
|
|
|
$
|
29,287
|
|
|
$
|
16,704
|
|
|
$
|
28,859
|
|
Collectively evaluated for impairment
|
4,933,381
|
|
|
3,117,528
|
|
|
1,892,240
|
|
|
1,168,195
|
|
|
894,952
|
|
|||||
Acquired loans not impaired at acquisition
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
2,429
|
|
|
3,629
|
|
|
4,191
|
|
|
2,243
|
|
|
4,669
|
|
|||||
Collectively evaluated for impairment
|
924,993
|
|
|
1,124,874
|
|
|
1,411,927
|
|
|
469,916
|
|
|
219,771
|
|
|||||
Non-impaired seasoned SFR mortgage loan pools
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Collectively evaluated for impairment
|
21,200
|
|
|
194,978
|
|
|
364,580
|
|
|
449,767
|
|
|
—
|
|
|||||
Acquired with deteriorated credit quality
|
141,826
|
|
|
712,731
|
|
|
246,897
|
|
|
339,286
|
|
|
100,220
|
|
|||||
Total loans and leases
|
$
|
6,034,752
|
|
|
$
|
5,184,394
|
|
|
$
|
3,949,122
|
|
|
$
|
2,446,111
|
|
|
$
|
1,248,471
|
|
ALLL breakdown:
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated loans and leases
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
$
|
137
|
|
|
$
|
369
|
|
|
$
|
1,288
|
|
|
$
|
96
|
|
|
$
|
1,187
|
|
Collectively evaluated for impairment
|
38,394
|
|
|
32,713
|
|
|
25,263
|
|
|
17,103
|
|
|
13,208
|
|
|||||
Acquired loans not impaired at acquisition
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|||||
Collectively evaluated for impairment
|
1,703
|
|
|
2,245
|
|
|
2,906
|
|
|
1,410
|
|
|
—
|
|
|||||
Non-impaired seasoned SFR mortgage loan pools
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Collectively evaluated for impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquired with deteriorated credit quality
|
104
|
|
|
206
|
|
|
23
|
|
|
196
|
|
|
—
|
|
|||||
Total ALLL
|
$
|
40,444
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
|
$
|
18,805
|
|
|
$
|
14,448
|
|
Discount on purchased/acquired Loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquired loans not impaired at acquisition
|
$
|
17,820
|
|
|
$
|
21,366
|
|
|
$
|
17,866
|
|
|
$
|
8,354
|
|
|
$
|
3,019
|
|
Non-impaired seasoned SFR mortgage loan pools
|
1,280
|
|
|
12,545
|
|
|
29,955
|
|
|
38,240
|
|
|
—
|
|
|||||
Acquired with deteriorated credit quality
|
22,454
|
|
|
68,372
|
|
|
55,865
|
|
|
105,650
|
|
|
51,572
|
|
|||||
Total discount
|
$
|
41,554
|
|
|
$
|
102,283
|
|
|
$
|
103,686
|
|
|
$
|
152,244
|
|
|
$
|
54,591
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
To originated loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
1.35
|
%
|
|
1.20
|
%
|
|
4.40
|
%
|
|
0.57
|
%
|
|
4.11
|
%
|
|||||
Collectively evaluated for impairment
|
0.78
|
%
|
|
1.05
|
%
|
|
1.34
|
%
|
|
1.46
|
%
|
|
1.48
|
%
|
|||||
Total ALLL
|
0.78
|
%
|
|
1.05
|
%
|
|
1.38
|
%
|
|
1.45
|
%
|
|
1.56
|
%
|
|||||
To originated loans and leases and acquired not impaired at acquisition
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
1.09
|
%
|
|
1.08
|
%
|
|
3.85
|
%
|
|
0.51
|
%
|
|
3.70
|
%
|
|||||
Collectively evaluated for impairment
|
0.68
|
%
|
|
0.82
|
%
|
|
0.85
|
%
|
|
1.13
|
%
|
|
1.18
|
%
|
|||||
Total ALLL
|
0.69
|
%
|
|
0.83
|
%
|
|
0.88
|
%
|
|
1.12
|
%
|
|
1.26
|
%
|
|||||
Total ALLL and discount
(1)
|
0.99
|
%
|
|
1.33
|
%
|
|
1.42
|
%
|
|
1.63
|
%
|
|
1.52
|
%
|
|||||
To total loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
1.82
|
%
|
|
1.08
|
%
|
|
3.85
|
%
|
|
0.51
|
%
|
|
3.70
|
%
|
|||||
Collectively evaluated for impairment
|
0.68
|
%
|
|
0.79
|
%
|
|
0.77
|
%
|
|
0.89
|
%
|
|
1.18
|
%
|
|||||
Total ALLL
|
0.67
|
%
|
|
0.69
|
%
|
|
0.75
|
%
|
|
0.77
|
%
|
|
1.16
|
%
|
|||||
Total ALLL and discount
(1)
|
1.36
|
%
|
|
2.66
|
%
|
|
3.37
|
%
|
|
6.99
|
%
|
|
5.53
|
%
|
|
December 31,
|
|
Change
|
|||||||||||
|
2016
|
|
2015
|
|
Amount
|
|
Percentage
|
|||||||
|
(In thousands)
|
|||||||||||||
Noninterest-bearing deposits
|
$
|
1,282,629
|
|
|
$
|
1,121,124
|
|
|
$
|
161,505
|
|
|
14.4
|
%
|
Interest-bearing demand deposits
|
2,048,839
|
|
|
1,697,055
|
|
|
351,784
|
|
|
20.7
|
%
|
|||
Money market accounts
|
2,731,314
|
|
|
1,479,931
|
|
|
1,251,383
|
|
|
84.6
|
%
|
|||
Savings accounts
|
1,118,175
|
|
|
823,618
|
|
|
294,557
|
|
|
35.8
|
%
|
|||
Certificates of deposit of under $100,000
|
1,300,733
|
|
|
633,372
|
|
|
667,361
|
|
|
105.4
|
%
|
|||
Certificates of deposit of $100,000 through $250,000
|
249,502
|
|
|
250,868
|
|
|
(1,366
|
)
|
|
(0.5
|
)%
|
|||
Certificates of deposit of more than $250,000
|
410,958
|
|
|
297,117
|
|
|
113,841
|
|
|
38.3
|
%
|
|||
Total deposits
|
$
|
9,142,150
|
|
|
$
|
6,303,085
|
|
|
$
|
2,839,065
|
|
|
45.0
|
%
|
|
Three Months
or Less
|
|
Over Three
Months
Through
Six Months
|
|
Over Six
Months
Through
Twelve
Months
|
|
Over
One Year
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Certificates of deposit of under $100,000
|
$
|
926,014
|
|
|
$
|
242,650
|
|
|
$
|
107,899
|
|
|
$
|
24,170
|
|
|
$
|
1,300,733
|
|
Certificates of deposit of $100,000 through $250,000
|
58,098
|
|
|
34,797
|
|
|
104,176
|
|
|
52,431
|
|
|
249,502
|
|
|||||
Certificates of deposit of more than $250,000
|
290,151
|
|
|
25,560
|
|
|
54,542
|
|
|
40,705
|
|
|
410,958
|
|
|||||
Total certificates of deposit
|
$
|
1,274,263
|
|
|
$
|
303,007
|
|
|
$
|
266,617
|
|
|
$
|
117,306
|
|
|
$
|
1,961,193
|
|
|
December 31,
|
||||||||||||||
|
2016
|
|
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
|
|
|
2,281
|
|
|
175,000
|
|
|
2,516
|
|
||||
Amortizing Note, 7.50% per annum
|
2,684
|
|
|
25
|
|
|
7,763
|
|
|
219
|
|
||||
Total
|
$
|
177,684
|
|
|
$
|
2,306
|
|
|
$
|
267,513
|
|
|
$
|
5,637
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of period
|
$
|
2,067
|
|
|
$
|
1,869
|
|
|
$
|
1,439
|
|
Provision for unfunded loan commitments
|
318
|
|
|
198
|
|
|
430
|
|
|||
Balance at end of period
|
$
|
2,385
|
|
|
$
|
2,067
|
|
|
$
|
1,869
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
$
|
9,700
|
|
|
$
|
8,303
|
|
|
$
|
5,427
|
|
Provision for loan repurchases
|
590
|
|
|
4,352
|
|
|
4,243
|
|
|||
Change in estimates
|
—
|
|
|
846
|
|
|
—
|
|
|||
Utilization of reserve for loan repurchases
|
(2,316
|
)
|
|
(3,801
|
)
|
|
(1,367
|
)
|
|||
Balance at end of year
|
$
|
7,974
|
|
|
$
|
9,700
|
|
|
$
|
8,303
|
|
|
Commitments and Contractual Obligations
|
||||||||||||||||||
|
Total
Amount
Committed
|
|
Less Than
One Year
|
|
One to Three Years
|
|
Three to Five Years
|
|
More than Five Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Commitments to extend credit
|
$
|
276,098
|
|
|
$
|
108,377
|
|
|
$
|
116,800
|
|
|
$
|
5,636
|
|
|
$
|
45,285
|
|
Unused lines of credit
|
915,387
|
|
|
523,054
|
|
|
83,018
|
|
|
197,010
|
|
|
112,305
|
|
|||||
Standby letters of credit
|
10,439
|
|
|
6,789
|
|
|
782
|
|
|
2,148
|
|
|
720
|
|
|||||
Total commitments
|
$
|
1,201,924
|
|
|
$
|
638,220
|
|
|
$
|
200,600
|
|
|
$
|
204,794
|
|
|
$
|
158,310
|
|
FHLB advances
|
$
|
490,000
|
|
|
$
|
440,000
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other borrowings
|
68,000
|
|
|
68,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
255,854
|
|
|
11,948
|
|
|
18,375
|
|
|
18,375
|
|
|
207,156
|
|
|||||
Operating and capital lease obligations
|
42,515
|
|
|
14,318
|
|
|
16,782
|
|
|
8,829
|
|
|
2,586
|
|
|||||
Certificates of deposit
|
1,961,193
|
|
|
1,843,887
|
|
|
108,326
|
|
|
8,424
|
|
|
556
|
|
|||||
Total contractual obligations
|
$
|
2,817,562
|
|
|
$
|
2,378,153
|
|
|
$
|
193,483
|
|
|
$
|
35,628
|
|
|
$
|
210,298
|
|
|
Banc of California, Inc.
|
|
Banc of California, NA
|
|
Minimum Regulatory Requirements
|
|
Well Capitalized Requirements (Bank)
|
||||
December 31, 2016
|
|
|
|
|
|
|
|
||||
Total risk-based capital ratio
|
13.70
|
%
|
|
14.73
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
13.22
|
%
|
|
14.12
|
%
|
|
6.00
|
%
|
|
8.00
|
%
|
Common equity tier 1 capital ratio
|
9.44
|
%
|
|
14.12
|
%
|
|
4.50
|
%
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
8.17
|
%
|
|
8.71
|
%
|
|
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.
|
|
December 31, 2016
|
||||||||||||||||||||
Change in
Interest Rates in
Basis Points (bps)
(1)
|
Economic Value of Equity
|
|
Net Interest Income
|
||||||||||||||||||
Amount
|
|
Amount
Change
|
|
Percentage
Change
|
|
Amount
|
|
Amount
Change
|
|
Percentage
Change
|
|||||||||||
|
($ in thousands)
|
||||||||||||||||||||
+200 bps
|
$
|
1,027,343
|
|
|
$
|
(220,329
|
)
|
|
(17.7
|
)%
|
|
$
|
337,452
|
|
|
$
|
(6,782
|
)
|
|
(2.0
|
)%
|
+100 bps
|
1,148,849
|
|
|
(98,823
|
)
|
|
(7.9
|
)%
|
|
341,304
|
|
|
(2,930
|
)
|
|
(0.9
|
)%
|
||||
0 bp
|
1,247,672
|
|
|
|
|
|
|
344,234
|
|
|
|
|
|
||||||||
-100 bps
|
1,295,912
|
|
|
48,240
|
|
|
3.9
|
%
|
|
340,453
|
|
|
(3,781
|
)
|
|
(1.1
|
)%
|
(1)
|
Assumes an instantaneous uniform change in interest rates at all maturities
|
|
|
|
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
/s/ KPMG LLP
KPMG LLP
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
16,769
|
|
|
$
|
15,051
|
|
Interest-bearing deposits
|
422,741
|
|
|
141,073
|
|
||
Total cash and cash equivalents
|
439,510
|
|
|
156,124
|
|
||
Time deposits in financial institutions
|
1,000
|
|
|
1,500
|
|
||
Securities available-for-sale, carried at fair value
|
2,381,488
|
|
|
833,596
|
|
||
Securities held-to-maturity, at amortized cost (fair value of $899,743 and $932,285 at December 31, 2016 and 2015, respectively)
|
884,234
|
|
|
962,203
|
|
||
Loans held-for-sale, carried at fair value
|
416,974
|
|
|
379,155
|
|
||
Loans held-for-sale, carried at lower of cost or fair value
|
287,677
|
|
|
289,686
|
|
||
Loans and leases receivable, net of allowance of $40,444 and $35,533 at December 31, 2016 and 2015, respectively
|
5,994,308
|
|
|
5,148,861
|
|
||
Federal Home Loan Bank and other bank stock, at cost
|
67,842
|
|
|
59,069
|
|
||
Servicing rights, net ($76,121 and $49,939 measured at fair value at December 31, 2016 and 2015, respectively)
|
77,617
|
|
|
50,727
|
|
||
Other real estate owned, net
|
2,502
|
|
|
1,097
|
|
||
Premises, equipment, and capital leases, net
|
143,617
|
|
|
111,539
|
|
||
Bank-owned life insurance
|
102,512
|
|
|
100,171
|
|
||
Goodwill
|
39,244
|
|
|
39,244
|
|
||
Investments in alternative energy partnerships, net
|
25,639
|
|
|
—
|
|
||
Deferred income tax
|
9,989
|
|
|
11,341
|
|
||
Income tax receivable
|
16,009
|
|
|
604
|
|
||
Other intangible assets, net
|
13,617
|
|
|
19,158
|
|
||
Other assets
|
126,074
|
|
|
71,480
|
|
||
Total Assets
|
$
|
11,029,853
|
|
|
$
|
8,235,555
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Noninterest-bearing deposits
|
$
|
1,282,629
|
|
|
$
|
1,121,124
|
|
Interest-bearing deposits
|
7,859,521
|
|
|
5,181,961
|
|
||
Total deposits
|
9,142,150
|
|
|
6,303,085
|
|
||
Advances from Federal Home Loan Bank
|
490,000
|
|
|
930,000
|
|
||
Other borrowing, net
|
67,922
|
|
|
—
|
|
||
Long term debt, net
|
175,378
|
|
|
261,876
|
|
||
Reserve for loss on repurchased loans
|
7,974
|
|
|
9,700
|
|
||
Income taxes payable
|
92
|
|
|
1,241
|
|
||
Due on unsettled securities purchases
|
50,149
|
|
|
—
|
|
||
Accrued expenses and other liabilities
|
115,949
|
|
|
77,248
|
|
||
Total liabilities
|
10,049,614
|
|
|
7,583,150
|
|
||
Commitments and contingent liabilities
|
|
|
|
||||
Preferred stock
|
269,071
|
|
|
190,750
|
|
||
Common stock, $0.01 par value per share, 446,863,844 shares authorized; 53,794,322 shares issued and 49,695,299 shares outstanding at December 31, 2016; 39,601,290 shares issued and 38,002,267 shares outstanding at December 31, 2015
|
537
|
|
|
395
|
|
||
Class B non-voting non-convertible common stock, $0.01 par value per share, 3,136,156 shares authorized; 201,922 shares issued and outstanding at December 31, 2016 and 37,355 shares issued and outstanding December 31, 2015
|
2
|
|
|
1
|
|
||
Additional paid-in capital
|
614,226
|
|
|
429,790
|
|
||
Retained earnings
|
134,515
|
|
|
63,534
|
|
||
Treasury stock, at cost (4,099,023 shares at December 31, 2016 and 1,599,023 shares at December 31, 2015)
|
(29,070
|
)
|
|
(29,070
|
)
|
||
Accumulated other comprehensive loss, net
|
(9,042
|
)
|
|
(2,995
|
)
|
||
Total stockholders’ equity
|
980,239
|
|
|
652,405
|
|
||
Total liabilities and stockholders’ equity
|
$
|
11,029,853
|
|
|
$
|
8,235,555
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest and dividend income
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
296,996
|
|
|
$
|
241,556
|
|
|
$
|
180,761
|
|
Securities
|
79,527
|
|
|
20,263
|
|
|
5,158
|
|
|||
Other interest-earning assets
|
8,449
|
|
|
4,519
|
|
|
2,220
|
|
|||
Total interest and dividend income
|
384,972
|
|
|
266,338
|
|
|
188,139
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Deposits
|
40,220
|
|
|
25,783
|
|
|
24,411
|
|
|||
Federal Home Loan Bank advances
|
5,717
|
|
|
2,120
|
|
|
527
|
|
|||
Securities sold under repurchase agreements
|
818
|
|
|
18
|
|
|
1
|
|
|||
Notes payable and other interest-bearing liabilities
|
12,744
|
|
|
14,700
|
|
|
7,923
|
|
|||
Total interest expense
|
59,499
|
|
|
42,621
|
|
|
32,862
|
|
|||
Net interest income
|
325,473
|
|
|
223,717
|
|
|
155,277
|
|
|||
Provision for loan and lease losses
|
5,271
|
|
|
7,469
|
|
|
10,976
|
|
|||
Net interest income after provision for loan and lease losses
|
320,202
|
|
|
216,248
|
|
|
144,301
|
|
|||
Noninterest income
|
|
|
|
|
|
||||||
Customer service fees
|
5,147
|
|
|
4,057
|
|
|
1,490
|
|
|||
Loan servicing income
|
5,385
|
|
|
2,974
|
|
|
4,199
|
|
|||
Income from bank owned life insurance
|
2,341
|
|
|
1,076
|
|
|
224
|
|
|||
Net gain on sale of securities available-for-sale
|
29,405
|
|
|
3,258
|
|
|
1,183
|
|
|||
Net gain on sale of loans
|
35,895
|
|
|
37,211
|
|
|
19,828
|
|
|||
Net revenue on mortgage banking activities
|
167,024
|
|
|
144,685
|
|
|
95,430
|
|
|||
Advisory service fees
|
1,507
|
|
|
9,868
|
|
|
12,904
|
|
|||
Loan brokerage income
|
4,519
|
|
|
3,140
|
|
|
8,674
|
|
|||
Gain on sale of building
|
—
|
|
|
9,919
|
|
|
—
|
|
|||
Gain on sale of branches
|
—
|
|
|
163
|
|
|
456
|
|
|||
Gain on sale of subsidiary
|
3,694
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of business unit
|
2,629
|
|
|
—
|
|
|
—
|
|
|||
Other income
|
14,334
|
|
|
3,868
|
|
|
1,249
|
|
|||
Total noninterest income
|
271,880
|
|
|
220,219
|
|
|
145,637
|
|
|||
Noninterest expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
257,918
|
|
|
213,114
|
|
|
162,879
|
|
|||
Occupancy and equipment
|
49,018
|
|
|
41,405
|
|
|
33,443
|
|
|||
Professional fees
|
31,293
|
|
|
20,193
|
|
|
19,247
|
|
|||
Outside service fees
|
13,052
|
|
|
8,831
|
|
|
6,372
|
|
|||
Data processing
|
10,833
|
|
|
8,184
|
|
|
5,231
|
|
|||
Advertising
|
10,740
|
|
|
6,156
|
|
|
5,016
|
|
|||
Regulatory assessments
|
8,186
|
|
|
5,644
|
|
|
4,182
|
|
|||
Loss on investments in alternative energy partnerships, net
|
31,510
|
|
|
—
|
|
|
—
|
|
|||
Provision (reversal) for loan repurchases
|
(3,352
|
)
|
|
2,326
|
|
|
2,808
|
|
|||
Amortization of intangible assets
|
4,851
|
|
|
5,836
|
|
|
4,079
|
|
|||
Impairment on intangible assets
|
690
|
|
|
258
|
|
|
48
|
|
|||
All other expense
|
27,937
|
|
|
20,254
|
|
|
20,167
|
|
|||
Total noninterest expense
|
442,676
|
|
|
332,201
|
|
|
263,472
|
|
|||
Income before income taxes
|
149,406
|
|
|
104,266
|
|
|
26,466
|
|
|||
Income tax expense (benefit)
|
33,990
|
|
|
42,194
|
|
|
(3,739
|
)
|
|||
Net income
|
115,416
|
|
|
62,072
|
|
|
30,205
|
|
|||
Preferred stock dividends
|
19,914
|
|
|
9,823
|
|
|
3,640
|
|
|||
Net income available to common stockholders
|
$
|
95,502
|
|
|
$
|
52,249
|
|
|
$
|
26,565
|
|
Basic earnings per common share
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
$
|
0.91
|
|
Diluted earnings per common share
|
$
|
1.94
|
|
|
$
|
1.34
|
|
|
$
|
0.90
|
|
Basic earnings per class B common share
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
$
|
0.91
|
|
Diluted earnings per class B common share
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
$
|
0.91
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
115,416
|
|
|
$
|
62,072
|
|
|
$
|
30,205
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized (loss) gain on securities available-for-sale:
|
|
|
|
|
|
||||||
Unrealized (loss) gain arising during the period
|
11,140
|
|
|
(1,614
|
)
|
|
2,020
|
|
|||
Reclassification adjustment for gain included in net income
|
(17,187
|
)
|
|
(1,890
|
)
|
|
(685
|
)
|
|||
Total change in unrealized loss (gain) on securities available-for-sale
|
(6,047
|
)
|
|
(3,504
|
)
|
|
1,335
|
|
|||
Unrealized gain (loss) on cash flow hedge:
|
|
|
|
|
|
||||||
Unrealized loss arising during the period
|
—
|
|
|
(396
|
)
|
|
(362
|
)
|
|||
Reclassification adjustment for loss included in net income
|
—
|
|
|
532
|
|
|
—
|
|
|||
Total change in unrealized gain (loss) on cash flow hedge
|
—
|
|
|
136
|
|
|
(362
|
)
|
|||
Total other comprehensive (loss) income
|
(6,047
|
)
|
|
(3,368
|
)
|
|
973
|
|
|||
Comprehensive income
|
$
|
109,369
|
|
|
$
|
58,704
|
|
|
$
|
31,178
|
|
|
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, 2013
|
$
|
79,877
|
|
|
$
|
210
|
|
|
$
|
6
|
|
|
$
|
256,306
|
|
|
$
|
16,820
|
|
|
$
|
(27,911
|
)
|
|
$
|
(600
|
)
|
|
$
|
324,708
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,205
|
|
|
—
|
|
|
—
|
|
|
30,205
|
|
||||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
973
|
|
|
973
|
|
||||||||
Issuance of common stock
|
—
|
|
|
148
|
|
|
—
|
|
|
104,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,656
|
|
||||||||
Issuance of tangible equity units
|
—
|
|
|
—
|
|
|
—
|
|
|
51,182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,182
|
|
||||||||
Purchase of 23,502 shares of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(280
|
)
|
|
—
|
|
|
(280
|
)
|
||||||||
Reclassification adjustment for awards issued from treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
1,926
|
|
|
—
|
|
|
(1,926
|
)
|
|
—
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
993
|
|
||||||||
Stock option compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
||||||||
Restricted stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
5,838
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,838
|
|
||||||||
Stock appreciation right expense
|
—
|
|
|
—
|
|
|
—
|
|
|
1,889
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,889
|
|
||||||||
Issuance of stock awards from treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(319
|
)
|
|
—
|
|
|
319
|
|
|
—
|
|
|
—
|
|
||||||||
Tax effect from stock compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||||||
Shares purchased under the Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
624
|
|
|
(848
|
)
|
|
—
|
|
|
—
|
|
|
(224
|
)
|
||||||||
Restricted stock surrendered due to employee tax liability
|
—
|
|
|
—
|
|
|
—
|
|
|
(602
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(602
|
)
|
||||||||
Stock appreciation right dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(543
|
)
|
|
—
|
|
|
—
|
|
|
(543
|
)
|
||||||||
Dividends declared ($0.48 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,405
|
)
|
|
—
|
|
|
—
|
|
|
(12,405
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,640
|
)
|
|
—
|
|
|
—
|
|
|
(3,640
|
)
|
||||||||
Balance at December 31, 2014
|
$
|
79,877
|
|
|
$
|
358
|
|
|
$
|
6
|
|
|
$
|
422,910
|
|
|
$
|
29,589
|
|
|
$
|
(29,798
|
)
|
|
$
|
373
|
|
|
$
|
503,315
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,072
|
|
|
—
|
|
|
—
|
|
|
62,072
|
|
||||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,368
|
)
|
|
(3,368
|
)
|
||||||||
Issuance of common stock
|
—
|
|
|
40
|
|
|
(5
|
)
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of preferred stock
|
110,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,873
|
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(227
|
)
|
|
—
|
|
|
728
|
|
|
—
|
|
|
501
|
|
||||||||
Stock option compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
528
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
528
|
|
||||||||
Restricted stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
8,598
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,598
|
|
||||||||
Stock appreciation right expense
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
||||||||
Restricted stock surrendered due to employee tax liability
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(2,251
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,254
|
)
|
||||||||
Tax effect from stock compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
||||||||
Shares purchased under the Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
(208
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||||
Stock appreciation right dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(713
|
)
|
|
—
|
|
|
—
|
|
|
(713
|
)
|
||||||||
Dividends declared ($0.48 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,383
|
)
|
|
—
|
|
|
—
|
|
|
(17,383
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,823
|
)
|
|
—
|
|
|
—
|
|
|
(9,823
|
)
|
||||||||
Balance at December 31, 2015
|
$
|
190,750
|
|
|
$
|
395
|
|
|
$
|
1
|
|
|
$
|
429,790
|
|
|
$
|
63,534
|
|
|
$
|
(29,070
|
)
|
|
$
|
(2,995
|
)
|
|
$
|
652,405
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
||||||||||||||||||
|
|
Voting
|
|
Class B
Non-Voting
|
|
|
|
|
|
Total
|
|||||||||||||||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115,416
|
|
|
—
|
|
|
—
|
|
|
115,416
|
|
||||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,047
|
)
|
|
(6,047
|
)
|
||||||||
Issuance of common stock
|
—
|
|
|
120
|
|
|
1
|
|
|
174,957
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,078
|
|
||||||||
Issuance of preferred stock
|
120,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,255
|
|
||||||||
Repayment of preferred stock
|
(41,934
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(42,000
|
)
|
||||||||
Issuance of common stock for Stock Employee Compensation Trust
|
—
|
|
|
25
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash settlement of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(359
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(359
|
)
|
||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Stock option compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
531
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
531
|
|
||||||||
Restricted stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
11,398
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,398
|
|
||||||||
Stock appreciation right expense
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||||
Restricted stock surrendered due to employee tax liability
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(4,433
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,436
|
)
|
||||||||
Tax effect from stock compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
2,116
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,116
|
|
||||||||
Shares purchased under the Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|
(175
|
)
|
|
—
|
|
|
—
|
|
|
58
|
|
||||||||
Stock appreciation right dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(759
|
)
|
|
—
|
|
|
—
|
|
|
(759
|
)
|
||||||||
Dividends declared ($0.49 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,521
|
)
|
|
—
|
|
|
—
|
|
|
(23,521
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,914
|
)
|
|
—
|
|
|
—
|
|
|
(19,914
|
)
|
||||||||
Balance at December 31, 2016
|
$
|
269,071
|
|
|
$
|
537
|
|
|
$
|
2
|
|
|
$
|
614,226
|
|
|
$
|
134,515
|
|
|
$
|
(29,070
|
)
|
|
$
|
(9,042
|
)
|
|
$
|
980,239
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
115,416
|
|
|
$
|
62,072
|
|
|
$
|
30,205
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
|
|
|
|
||||||
Provision for loan and lease losses
|
5,271
|
|
|
7,469
|
|
|
10,976
|
|
|||
Provision (reversal) for loan repurchases
|
(3,352
|
)
|
|
2,326
|
|
|
2,808
|
|
|||
Net revenue on mortgage banking activities
|
(167,024
|
)
|
|
(144,685
|
)
|
|
(95,430
|
)
|
|||
Net gain on sale of loans
|
(35,895
|
)
|
|
(37,211
|
)
|
|
(19,828
|
)
|
|||
Net amortization of premiums and discounts securities
|
1,206
|
|
|
1,602
|
|
|
746
|
|
|||
Depreciation on premises and equipment
|
11,680
|
|
|
9,154
|
|
|
6,834
|
|
|||
Amortization of intangibles
|
4,851
|
|
|
5,836
|
|
|
4,079
|
|
|||
Amortization of debt issuance cost
|
704
|
|
|
727
|
|
|
686
|
|
|||
Stock option compensation expense
|
531
|
|
|
528
|
|
|
480
|
|
|||
Stock award compensation expense
|
11,398
|
|
|
8,598
|
|
|
5,838
|
|
|||
Stock appreciation right expense
|
18
|
|
|
202
|
|
|
1,889
|
|
|||
Bank owned life insurance income
|
(2,341
|
)
|
|
(1,076
|
)
|
|
(224
|
)
|
|||
Impairment on intangible assets
|
690
|
|
|
258
|
|
|
48
|
|
|||
Impairment on capitalized software projects
|
595
|
|
|
—
|
|
|
—
|
|
|||
Debt extinguishment costs
|
2,737
|
|
|
—
|
|
|
—
|
|
|||
Net gain on sale of securities available-for-sale
|
(29,405
|
)
|
|
(3,258
|
)
|
|
(1,183
|
)
|
|||
Gain on sale of mortgage servicing rights
|
(2
|
)
|
|
—
|
|
|
(2,318
|
)
|
|||
Loss (gain) on sale of other real estate owned
|
96
|
|
|
(23
|
)
|
|
(66
|
)
|
|||
Gain on sale of building
|
—
|
|
|
(9,919
|
)
|
|
—
|
|
|||
Gain on sale of branches
|
—
|
|
|
(163
|
)
|
|
(456
|
)
|
|||
Gain on sale of subsidiary
|
(3,694
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of business unit
|
(2,629
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on investments in alternative energy partnerships, net
|
31,510
|
|
|
—
|
|
|
—
|
|
|||
Loss on sale or disposal of property and equipment
|
122
|
|
|
80
|
|
|
942
|
|
|||
Loss from change of fair value on mortgage servicing rights
|
17,729
|
|
|
8,765
|
|
|
1,564
|
|
|||
Deferred income tax expense (benefit)
|
5,613
|
|
|
7,279
|
|
|
(17,157
|
)
|
|||
Increase in valuation allowances on other real estate owned
|
31
|
|
|
38
|
|
|
32
|
|
|||
Repurchase of mortgage loans
|
(40,822
|
)
|
|
(19,387
|
)
|
|
(3,343
|
)
|
|||
Originations of loans held-for-sale from mortgage banking
|
(5,135,046
|
)
|
|
(4,388,042
|
)
|
|
(2,822,406
|
)
|
|||
Originations of other loans held-for-sale
|
(614,596
|
)
|
|
(803,936
|
)
|
|
(1,439,700
|
)
|
|||
Proceeds from sales of and principal collected on loans held-for-sale from mortgage banking
|
5,271,093
|
|
|
4,406,924
|
|
|
2,838,771
|
|
|||
Proceeds from sales of and principal collected on other loans held-for-sale
|
615,437
|
|
|
882,288
|
|
|
923,494
|
|
|||
Change in deferred loan fees (costs)
|
(1
|
)
|
|
512
|
|
|
(1,296
|
)
|
|||
Amortization of premiums and discounts on purchased loans
|
(36,800
|
)
|
|
(30,933
|
)
|
|
(34,776
|
)
|
|||
Change in accrued interest receivable
|
(14,274
|
)
|
|
(7,687
|
)
|
|
(4,247
|
)
|
|||
Change in other assets
|
(29,051
|
)
|
|
(15,935
|
)
|
|
(5,875
|
)
|
|||
Change in accrued interest payable and other liabilities
|
31,881
|
|
|
12,354
|
|
|
(8,603
|
)
|
|||
Net cash provided by (used in) operating activities
|
13,677
|
|
|
(45,243
|
)
|
|
(627,516
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sales of securities available-for-sale
|
4,096,453
|
|
|
989,786
|
|
|
111,764
|
|
|||
Proceeds from maturities and calls of securities available-for-sale
|
51,550
|
|
|
687
|
|
|
1,231
|
|
|||
Proceeds from principal repayments of securities available-for-sale
|
95,556
|
|
|
109,026
|
|
|
41,142
|
|
|||
Purchases of securities available-for-sale
|
(5,723,578
|
)
|
|
(1,591,883
|
)
|
|
(327,069
|
)
|
|||
Proceeds from maturities and calls of securities held-to-maturity
|
78,050
|
|
|
—
|
|
|
—
|
|
|||
Purchases of securities held-to-maturity
|
—
|
|
|
(962,052
|
)
|
|
—
|
|
|||
Purchases of bank owned life insurance
|
—
|
|
|
(80,000
|
)
|
|
—
|
|
|||
Net cash used in acquisitions
|
—
|
|
|
—
|
|
|
(23,409
|
)
|
|||
Net cash used in branch sale
|
—
|
|
|
(46,731
|
)
|
|
—
|
|
|||
Proceeds from sale of subsidiary
|
259
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of business unit
|
246,957
|
|
|
—
|
|
|
—
|
|
|||
Loan originations and principal collections, net
|
(1,778,994
|
)
|
|
(501,927
|
)
|
|
(376,771
|
)
|
|||
Purchase of loans and leases
|
(182,231
|
)
|
|
(705,709
|
)
|
|
(38,572
|
)
|
|||
Redemption of Federal Home Loan Bank stocks
|
38,988
|
|
|
18,459
|
|
|
559
|
|
|||
Purchase of Federal Home Loan Bank and other bank stocks
|
(47,798
|
)
|
|
(35,287
|
)
|
|
(20,200
|
)
|
|||
Proceeds from sale of loans held-for-investment
|
930,342
|
|
|
575,477
|
|
|
161,638
|
|
|||
Net change in time deposits in financial institutions
|
500
|
|
|
400
|
|
|
(54
|
)
|
|||
Proceeds from sale of other real estate owned
|
1,737
|
|
|
909
|
|
|
264
|
|
|||
Proceeds from sale of mortgage servicing rights
|
5
|
|
|
5,862
|
|
|
18,808
|
|
|||
Proceeds from sale of premises and equipment
|
28
|
|
|
50,639
|
|
|
79
|
|
|||
Additions to premises and equipment
|
(44,683
|
)
|
|
(83,259
|
)
|
|
(11,663
|
)
|
|||
Funding of equity investment
|
(23,324
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of capital lease obligations
|
(954
|
)
|
|
(947
|
)
|
|
(901
|
)
|
|||
Investments in alternative energy partnerships
|
(57,149
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(2,318,286
|
)
|
|
(2,256,550
|
)
|
|
(463,154
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net increase in deposits
|
2,839,065
|
|
|
1,677,855
|
|
|
676,372
|
|
|||
Net increase in short-term Federal Home Loan Bank advances
|
(390,000
|
)
|
|
362,000
|
|
|
143,000
|
|
|||
Repayment of long-term Federal Home Loan Bank advances
|
(50,000
|
)
|
|
(465,000
|
)
|
|
(10,000
|
)
|
|||
Proceeds from long-term Federal Home Loan Bank advances
|
—
|
|
|
400,000
|
|
|
250,000
|
|
|||
Net increase in other borrowings
|
68,000
|
|
|
—
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
175,078
|
|
|
—
|
|
|
103,656
|
|
|||
Net proceeds from issuance of preferred stock
|
120,255
|
|
|
110,873
|
|
|
—
|
|
|||
Net proceeds from issuance of long term debt
|
—
|
|
|
172,304
|
|
|
—
|
|
|||
Net proceeds from issuance of tangible equity units
|
—
|
|
|
—
|
|
|
64,959
|
|
|||
Repayment of preferred stock
|
(42,000
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of Amortizing Debt
|
(5,078
|
)
|
|
(4,715
|
)
|
|
(2,157
|
)
|
|||
Repayment of Senior Note
|
(84,750
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(280
|
)
|
|||
Cash settlements of stock options
|
(359
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
501
|
|
|
993
|
|
|||
Dividends paid on stock appreciation rights
|
(742
|
)
|
|
(699
|
)
|
|
(471
|
)
|
|||
Dividends paid on preferred stock
|
(19,630
|
)
|
|
(9,446
|
)
|
|
(3,652
|
)
|
|||
Dividends paid on common stock
|
(21,844
|
)
|
|
(16,955
|
)
|
|
(10,669
|
)
|
|||
Net cash provided by financing activities
|
2,587,995
|
|
|
2,226,718
|
|
|
1,211,751
|
|
|||
Net change in cash and cash equivalents
|
283,386
|
|
|
(75,075
|
)
|
|
121,081
|
|
|||
Cash and cash equivalents at beginning of year
|
156,124
|
|
|
231,199
|
|
|
110,118
|
|
|||
Cash and cash equivalents at end of year
|
$
|
439,510
|
|
|
$
|
156,124
|
|
|
$
|
231,199
|
|
Supplemental cash flow information
|
|
|
|
|
|
||||||
Interest paid on deposits and borrowed funds
|
$
|
59,380
|
|
|
$
|
44,810
|
|
|
$
|
32,592
|
|
Income taxes paid
|
42,377
|
|
|
33,429
|
|
|
9,855
|
|
|||
Income taxes refunds received
|
1
|
|
|
19
|
|
|
263
|
|
|||
Supplemental disclosure of non-cash activities
|
|
|
|
|
|
||||||
Transfer from loans to other real estate owned, net
|
3,269
|
|
|
1,598
|
|
|
653
|
|
|||
Transfer of loans receivable to loans held for sale, net of transfer of $0, $0 and $613 from allowance for loan and lease losses for the years ended December 31, 2016, 2015 and 2014, respectively
|
191,666
|
|
|
—
|
|
|
66,334
|
|
|||
Transfer of loans held-for-sale to loans held-for-investment
|
7,115
|
|
|
482,851
|
|
|
117,116
|
|
|||
Equipment acquired under capital leases
|
16
|
|
|
112
|
|
|
1,313
|
|
•
|
Commercial and industrial (secured, unsecured, securities-backed lines of credit, warehouse lending, and leveraged lending)
|
•
|
Commercial real estate (retail, office, industrial, hospitality, and other)
|
•
|
Multi-family
|
•
|
SBA
|
•
|
Construction
|
•
|
Leases
|
•
|
SFR - 1st deeds of trust (amortizing, interest only now amortizing, interest only, negative amortizing, and Green Loans)
|
•
|
Other consumer (SFR, including HELOC - 2nd deeds of trust and other)
|
|
Acquisition and Date Acquired
|
||||||
|
Banco Popular Branches
|
|
Renovation
Ready
|
||||
|
November 8,
2014 |
|
January 31,
2014 |
||||
|
(In thousands)
|
||||||
Assets acquired
|
|
|
|
||||
Cash and due from banks
|
$
|
5,532
|
|
|
$
|
—
|
|
Loans and leases receivable
|
1,065,088
|
|
|
—
|
|
||
Premises, equipment, and capital leases
|
9,002
|
|
|
—
|
|
||
Goodwill
|
7,653
|
|
|
2,239
|
|
||
Other intangible assets
|
15,777
|
|
|
761
|
|
||
Other assets
|
2,301
|
|
|
—
|
|
||
Total assets acquired
|
$
|
1,105,353
|
|
|
$
|
3,000
|
|
Liabilities assumed
|
|
|
|
||||
Deposits
|
$
|
1,076,906
|
|
|
$
|
—
|
|
Other liabilities
|
506
|
|
|
1,000
|
|
||
Total liabilities assumed
|
1,077,412
|
|
|
1,000
|
|
||
Total consideration paid
|
$
|
27,941
|
|
|
$
|
2,000
|
|
Summary of consideration
|
|
|
|
||||
Cash paid
|
$
|
27,941
|
|
|
$
|
1,000
|
|
Common stock issued
|
—
|
|
|
1,000
|
|
||
Earn-out liabilities
|
—
|
|
|
1,000
|
|
|
November 8, 2014
|
||||||
|
(In thousands)
|
||||||
Total Consideration
|
|
|
$
|
27,941
|
|
||
Net assets pre-acquisition
|
|
|
24,027
|
|
|||
Fair value adjustments
|
|
|
|
||||
Loans receivable
|
$
|
(19,526
|
)
|
|
|
||
Core Deposit Intangibles
|
15,777
|
|
|
|
|||
Certificates of deposit purchase premium
|
(1,208
|
)
|
|
|
|||
Premises and equipment
|
1,218
|
|
|
|
|||
Total fair value adjustments
|
|
|
(3,739
|
)
|
|||
Fair value of net assets acquired
|
|
|
20,288
|
|
|||
Consideration paid in excess of fair value of net assets acquired (goodwill)
|
|
|
$
|
7,653
|
|
|
Year Ended
December 31, 2016 |
||
|
(In thousands)
|
||
Consideration received (paid)
|
|
||
Liabilities forgiven by The Palisades Group
|
$
|
1,862
|
|
Liabilities assumed by the Company
|
(1,078
|
)
|
|
The Note
|
2,370
|
|
|
Aggregate fair value of consideration received
|
3,154
|
|
|
Less: net assets sold (carrying amount of The Palisades Group)
|
(540
|
)
|
|
Gain on sale of The Palisades Group
|
$
|
3,694
|
|
•
|
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)
|
||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
SBA loan pools securities
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
|
$
|
—
|
|
Private label residential mortgage-backed securities
|
117,177
|
|
|
—
|
|
|
117,177
|
|
|
—
|
|
||||
Corporate bonds
|
48,948
|
|
|
—
|
|
|
48,948
|
|
|
—
|
|
||||
Collateralized loan obligations
|
1,406,869
|
|
|
—
|
|
|
1,406,869
|
|
|
—
|
|
||||
Commercial mortgage-backed securities
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
Agency mortgage-backed securities
|
807,273
|
|
|
—
|
|
|
807,273
|
|
|
—
|
|
||||
Loans held-for-sale, carried at fair value
|
416,974
|
|
|
—
|
|
|
358,714
|
|
|
58,260
|
|
||||
Derivative assets
(1)
|
17,968
|
|
|
—
|
|
|
17,968
|
|
|
—
|
|
||||
Mortgage servicing rights
(2)
|
76,121
|
|
|
—
|
|
|
—
|
|
|
76,121
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
(3)
|
2,116
|
|
|
—
|
|
|
2,116
|
|
|
—
|
|
||||
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 obligations
|
111,468
|
|
|
—
|
|
|
111,468
|
|
|
—
|
|
||||
Agency mortgage-backed securities
|
692,704
|
|
|
—
|
|
|
692,704
|
|
|
—
|
|
||||
Loans held-for-sale, carried at fair value
|
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 in the Consolidated Statements of Financial Condition
|
(2)
|
Included in Servicing Rights, Net in the Consolidated Statements of Financial Condition
|
(3)
|
Included in Accrued Expenses and Other Liabilities in the Consolidated Statements of Financial Condition
|
|
Mortgage
Servicing
Rights
|
|
Loans Repurchased from
Ginnie Mae Loan Pools
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at December 31, 2013
|
$
|
13,535
|
|
|
$
|
—
|
|
|
$
|
13,535
|
|
Transfers in (out of) Level 3
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
||||||
Included in earnings-fair value adjustment
|
(233
|
)
|
|
—
|
|
|
(233
|
)
|
|||
Additions
|
26,399
|
|
|
—
|
|
|
26,399
|
|
|||
Sales and settlements
|
(20,619
|
)
|
|
—
|
|
|
(20,619
|
)
|
|||
Balance at December 31, 2014
|
$
|
19,082
|
|
|
$
|
—
|
|
|
$
|
19,082
|
|
Transfers in (out of) Level 3
(1)
|
$
|
—
|
|
|
$
|
1,088
|
|
|
$
|
1,088
|
|
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
||||||
Included in earnings-fair value adjustment
|
(3,568
|
)
|
|
—
|
|
|
(3,568
|
)
|
|||
Additions
|
45,263
|
|
|
18,555
|
|
|
63,818
|
|
|||
Sales and settlements
|
(10,838
|
)
|
|
(1,352
|
)
|
|
(12,190
|
)
|
|||
Balance at December 31, 2015
|
$
|
49,939
|
|
|
$
|
18,291
|
|
|
$
|
68,230
|
|
Transfers in (out of) Level 3
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
||||||
Included in earnings-fair value adjustment
|
(5,709
|
)
|
|
216
|
|
|
(5,493
|
)
|
|||
Additions
|
49,293
|
|
|
51,123
|
|
|
100,416
|
|
|||
Sales and settlements
|
(17,402
|
)
|
|
(11,370
|
)
|
|
(28,772
|
)
|
|||
Balance at December 31, 2016
|
$
|
76,121
|
|
|
$
|
58,260
|
|
|
$
|
134,381
|
|
(1)
|
The Company’s policy is to recognize transfers in and transfers out as of the actual date of the event or change in circumstances that causes the transfer.
|
|
Fair Value
(In thousands)
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range (Weighted Average)
|
||
December 31, 2016
|
|
|
|
|
|
|
|
||
Mortgage servicing rights
|
$
|
76,121
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
9.11% to 15.00% (10.18%)
|
|
|
|
|
|
Prepayment rate
|
|
7.00% to 39.90% (11.84%)
|
||
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%)
|
|
December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
Fair Value
|
|
Unpaid Principal Balance
|
|
Difference
|
|
Fair Value
|
|
Unpaid Principal Balance
|
|
Difference
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Loans held-for-sale, carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total loans
|
$
|
416,974
|
|
|
$
|
407,889
|
|
|
$
|
9,085
|
|
|
$
|
379,155
|
|
|
$
|
368,039
|
|
|
$
|
11,116
|
|
Nonaccrual loans
|
54,151
|
|
|
54,824
|
|
|
(673
|
)
|
|
19,576
|
|
|
19,955
|
|
|
(379
|
)
|
||||||
Loans past due 90 days or more and still accruing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net revenue on mortgage banking activities:
|
|
|
|
|
|
||||||
Net gains from fair value changes
|
$
|
7,365
|
|
|
$
|
11,326
|
|
|
$
|
10,875
|
|
|
|
|
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)
|
||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
$
|
2,956
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,956
|
|
Other real estate owned:
|
|
|
|
|
|
|
|
||||||||
Single family residential
|
2,502
|
|
|
—
|
|
|
—
|
|
|
2,502
|
|
||||
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
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Impaired loans:
|
|
|
|
|
|
||||||
Single family residential mortgage
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(375
|
)
|
Commercial real estate
|
—
|
|
|
—
|
|
|
88
|
|
|||
SBA
|
—
|
|
|
4
|
|
|
—
|
|
|||
Other consumer
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
SBA servicing assets
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||
Other real estate owned
|
(235
|
)
|
|
(15
|
)
|
|
34
|
|
|
Carrying
|
|
Fair Value Measurement Level
|
||||||||||||||||
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
|
(In thousands)
|
||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
439,510
|
|
|
$
|
439,510
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
439,510
|
|
Time deposits in financial institutions
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||||
Securities available-for-sale
|
2,381,488
|
|
|
—
|
|
|
2,381,488
|
|
|
—
|
|
|
2,381,488
|
|
|||||
Securities held-to-maturity
|
884,234
|
|
|
—
|
|
|
899,743
|
|
|
—
|
|
|
899,743
|
|
|||||
Federal Home Loan Bank and other bank stock
|
67,842
|
|
|
—
|
|
|
67,842
|
|
|
—
|
|
|
67,842
|
|
|||||
Loans held-for-sale
|
704,651
|
|
|
—
|
|
|
652,928
|
|
|
58,260
|
|
|
711,188
|
|
|||||
Loans and leases receivable, net of allowance
|
5,994,308
|
|
|
—
|
|
|
—
|
|
|
5,999,791
|
|
|
5,999,791
|
|
|||||
Accrued interest receivable
|
36,382
|
|
|
36,382
|
|
|
—
|
|
|
—
|
|
|
36,382
|
|
|||||
Derivative assets
|
17,968
|
|
|
—
|
|
|
17,968
|
|
|
—
|
|
|
17,968
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
9,142,150
|
|
|
—
|
|
|
—
|
|
|
8,908,406
|
|
|
8,908,406
|
|
|||||
Advances from Federal Home Loan Bank
|
490,000
|
|
|
—
|
|
|
490,351
|
|
|
—
|
|
|
490,351
|
|
|||||
Other borrowings
|
67,922
|
|
|
—
|
|
|
68,000
|
|
|
—
|
|
|
68,000
|
|
|||||
Long term debt
|
175,378
|
|
|
—
|
|
|
174,006
|
|
|
—
|
|
|
174,006
|
|
|||||
Derivative liabilities
|
2,116
|
|
|
—
|
|
|
2,116
|
|
|
—
|
|
|
2,116
|
|
|||||
Accrued interest payable
|
4,114
|
|
|
4,114
|
|
|
—
|
|
|
—
|
|
|
4,114
|
|
|||||
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 allowance
|
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)
|
||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
240,090
|
|
|
$
|
13,032
|
|
|
$
|
(91
|
)
|
|
$
|
253,031
|
|
Collateralized loan obligations
|
338,226
|
|
|
1,461
|
|
|
(61
|
)
|
|
339,626
|
|
||||
Commercial mortgage-backed securities
|
305,918
|
|
|
2,949
|
|
|
(1,781
|
)
|
|
307,086
|
|
||||
Total securities held-to-maturity
|
$
|
884,234
|
|
|
$
|
17,442
|
|
|
$
|
(1,933
|
)
|
|
$
|
899,743
|
|
Available-for-sale
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
Private label residential mortgage-backed securities
|
121,397
|
|
|
18
|
|
|
(4,238
|
)
|
|
117,177
|
|
||||
Corporate bonds
|
48,574
|
|
|
482
|
|
|
(108
|
)
|
|
48,948
|
|
||||
Collateralized loan obligations
|
1,395,094
|
|
|
12,449
|
|
|
(674
|
)
|
|
1,406,869
|
|
||||
Agency mortgage-backed securities
|
830,682
|
|
|
9
|
|
|
(23,418
|
)
|
|
807,273
|
|
||||
Total securities available-for-sale
|
$
|
2,396,968
|
|
|
$
|
12,958
|
|
|
$
|
(28,438
|
)
|
|
$
|
2,381,488
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
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
|
|
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
|
|
|
December 31, 2016
|
||||||||||||||
|
Held-to-Maturity
|
|
Available-for-Sale
|
||||||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost |
|
Fair
Value |
||||||||
|
(In thousands)
|
||||||||||||||
Maturity:
|
|
|
|
|
|
|
|
||||||||
Within one year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
One to five years
|
15,000
|
|
|
15,084
|
|
|
31,500
|
|
|
31,910
|
|
||||
Five to ten years
|
225,090
|
|
|
237,947
|
|
|
17,074
|
|
|
17,038
|
|
||||
Greater than ten years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Collateralized loan obligations, SBA loan pool, private label residential mortgage-backed, commercial mortgage-backed, and agency mortgage-backed securities
|
644,144
|
|
|
646,712
|
|
|
2,348,394
|
|
|
2,332,540
|
|
||||
Total
|
$
|
884,234
|
|
|
$
|
899,743
|
|
|
$
|
2,396,968
|
|
|
$
|
2,381,488
|
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
|
(In thousands)
|
||||||||||
Gross realized gains on sales and calls of securities available-for-sale
|
$
|
30,919
|
|
|
$
|
3,260
|
|
|
$
|
1,221
|
|
Gross realized losses on sales and calls of securities available-for-sale
|
(1,514
|
)
|
|
(2
|
)
|
|
(38
|
)
|
|||
Net realized gains on sales and calls of securities available-for-sale
|
$
|
29,405
|
|
|
$
|
3,258
|
|
|
$
|
1,183
|
|
Proceeds from sales and calls of securities available-for-sale
|
$
|
4,148,003
|
|
|
$
|
989,786
|
|
|
$
|
111,764
|
|
Tax expense on sales and calls of securities available-for-sale
|
$
|
12,218
|
|
|
$
|
1,368
|
|
|
$
|
498
|
|
|
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)
|
||||||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
9,907
|
|
|
$
|
(91
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,907
|
|
|
$
|
(91
|
)
|
Collateralized loan obligations
|
10,056
|
|
|
(6
|
)
|
|
56,095
|
|
|
(55
|
)
|
|
66,151
|
|
|
(61
|
)
|
||||||
Commercial mortgage-backed securities
|
60,221
|
|
|
(1,781
|
)
|
|
—
|
|
|
—
|
|
|
60,221
|
|
|
(1,781
|
)
|
||||||
Total securities held-to-maturity
|
$
|
80,184
|
|
|
$
|
(1,878
|
)
|
|
$
|
56,095
|
|
|
$
|
(55
|
)
|
|
$
|
136,279
|
|
|
$
|
(1,933
|
)
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SBA loan pool securities
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
|
$
|
—
|
|
Private label residential mortgage-backed securities
|
$
|
116,216
|
|
|
$
|
(4,238
|
)
|
|
$
|
230
|
|
|
$
|
—
|
|
|
$
|
116,446
|
|
|
$
|
(4,238
|
)
|
Corporate bonds
|
—
|
|
|
—
|
|
|
3,530
|
|
|
(108
|
)
|
|
3,530
|
|
|
(108
|
)
|
||||||
Collateralized loan obligations
|
187,592
|
|
|
(674
|
)
|
|
—
|
|
|
—
|
|
|
187,592
|
|
|
(674
|
)
|
||||||
Agency mortgage-backed securities
|
805,803
|
|
|
(23,410
|
)
|
|
760
|
|
|
(8
|
)
|
|
806,563
|
|
|
(23,418
|
)
|
||||||
Total securities available-for-sale
|
$
|
1,110,832
|
|
|
$
|
(28,322
|
)
|
|
$
|
4,520
|
|
|
$
|
(116
|
)
|
|
$
|
1,115,352
|
|
|
$
|
(28,438
|
)
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate bonds
|
$
|
190,332
|
|
|
$
|
(20,946
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190,332
|
|
|
$
|
(20,946
|
)
|
Collateralized loan obligations
|
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
|
)
|
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
|
)
|
|
NTM
Loans
|
|
Traditional
Loans and Leases
|
|
Total NTM and Traditional Loans and Leases
|
|
PCI
Loans
|
|
Total Loans
and Leases Receivable |
||||||||||
|
($ in thousands)
|
||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
1,518,200
|
|
|
$
|
1,518,200
|
|
|
$
|
4,760
|
|
|
$
|
1,522,960
|
|
Commercial real estate
|
—
|
|
|
728,777
|
|
|
728,777
|
|
|
1,182
|
|
|
729,959
|
|
|||||
Multi-family
|
—
|
|
|
1,365,262
|
|
|
1,365,262
|
|
|
—
|
|
|
1,365,262
|
|
|||||
SBA
|
—
|
|
|
71,168
|
|
|
71,168
|
|
|
2,672
|
|
|
73,840
|
|
|||||
Construction
|
—
|
|
|
125,100
|
|
|
125,100
|
|
|
—
|
|
|
125,100
|
|
|||||
Lease financing
|
—
|
|
|
379
|
|
|
379
|
|
|
—
|
|
|
379
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
794,120
|
|
|
1,091,829
|
|
|
1,885,949
|
|
|
133,212
|
|
|
2,019,161
|
|
|||||
Green Loans (HELOC) - first liens
|
87,469
|
|
|
—
|
|
|
87,469
|
|
|
—
|
|
|
87,469
|
|
|||||
Green Loans (HELOC) - second liens
|
3,559
|
|
|
—
|
|
|
3,559
|
|
|
—
|
|
|
3,559
|
|
|||||
Other consumer
|
—
|
|
|
107,063
|
|
|
107,063
|
|
|
—
|
|
|
107,063
|
|
|||||
Total loans and leases
|
$
|
885,148
|
|
|
$
|
5,007,778
|
|
|
$
|
5,892,926
|
|
|
$
|
141,826
|
|
|
$
|
6,034,752
|
|
Percentage to total loans and leases
|
14.7
|
%
|
|
83.0
|
%
|
|
97.7
|
%
|
|
2.3
|
%
|
|
100.0
|
%
|
|||||
Allowance for loan and lease losses
|
|
|
|
|
|
|
|
|
(40,444
|
)
|
|||||||||
Loans and leases receivable, net
|
|
|
|
|
|
|
|
|
$
|
5,994,308
|
|
||||||||
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
|
|
Percentage to total loans and leases
|
15.2
|
%
|
|
71.1
|
%
|
|
86.3
|
%
|
|
13.7
|
%
|
|
100.0
|
%
|
|||||
Allowance for loan and lease losses
|
|
|
|
|
|
|
|
|
(35,533
|
)
|
|||||||||
Loans and leases receivable, net
|
|
|
|
|
|
|
|
|
$
|
5,148,861
|
|
|
December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||
|
($ in thousands)
|
||||||||||||||||||
Green Loans (HELOC) - first liens
|
107
|
|
|
$
|
87,469
|
|
|
9.9
|
%
|
|
121
|
|
|
$
|
105,131
|
|
|
13.4
|
%
|
Interest only - first liens
|
522
|
|
|
784,364
|
|
|
88.6
|
%
|
|
521
|
|
|
664,358
|
|
|
84.4
|
%
|
||
Negative amortization
|
22
|
|
|
9,756
|
|
|
1.1
|
%
|
|
30
|
|
|
11,602
|
|
|
1.5
|
%
|
||
Total NTM - first liens
|
651
|
|
|
881,589
|
|
|
99.6
|
%
|
|
672
|
|
|
781,091
|
|
|
99.3
|
%
|
||
Green Loans (HELOC) - second liens
|
12
|
|
|
3,559
|
|
|
0.4
|
%
|
|
16
|
|
|
4,704
|
|
|
0.6
|
%
|
||
Interest only - second liens
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
113
|
|
|
0.1
|
%
|
||
Total NTM - second liens
|
12
|
|
|
3,559
|
|
|
0.4
|
%
|
|
17
|
|
|
4,817
|
|
|
0.7
|
%
|
||
Total NTM loans
|
663
|
|
|
885,148
|
|
|
100.0
|
%
|
|
689
|
|
|
785,908
|
|
|
100.0
|
%
|
||
Total loans and leases
|
|
|
$
|
6,034,752
|
|
|
|
|
|
|
$
|
5,184,394
|
|
|
|
||||
Percentage to total loans and leases
|
|
|
14.7
|
%
|
|
|
|
|
|
15.2
|
%
|
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||||
|
By FICO Scores Obtained
During the Quarter Ended
December 31, 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+
|
16
|
|
|
$
|
9,586
|
|
|
11.0
|
%
|
|
20
|
|
|
$
|
13,831
|
|
|
15.8
|
%
|
|
(4
|
)
|
|
$
|
(4,245
|
)
|
|
(4.8
|
)%
|
700-799
|
55
|
|
|
43,337
|
|
|
49.5
|
%
|
|
55
|
|
|
44,310
|
|
|
50.7
|
%
|
|
—
|
|
|
(973
|
)
|
|
(1.2
|
)%
|
|||
600-699
|
28
|
|
|
27,327
|
|
|
31.2
|
%
|
|
21
|
|
|
21,039
|
|
|
24.1
|
%
|
|
7
|
|
|
6,288
|
|
|
7.1
|
%
|
|||
<600
|
1
|
|
|
1,800
|
|
|
2.1
|
%
|
|
3
|
|
|
2,573
|
|
|
2.9
|
%
|
|
(2
|
)
|
|
(773
|
)
|
|
(0.8
|
)%
|
|||
No FICO score
|
7
|
|
|
5,419
|
|
|
6.2
|
%
|
|
8
|
|
|
5,716
|
|
|
6.5
|
%
|
|
(1
|
)
|
|
(297
|
)
|
|
(0.3
|
)%
|
|||
Totals
|
107
|
|
|
$
|
87,469
|
|
|
100.0
|
%
|
|
107
|
|
|
$
|
87,469
|
|
|
100.0
|
%
|
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
Green
|
|
Interest Only
|
|
Negative Amortization
|
|
Total
|
||||||||||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
< 61
|
45
|
|
|
$
|
39,105
|
|
|
44.7
|
%
|
|
196
|
|
|
$
|
336,744
|
|
|
42.9
|
%
|
|
16
|
|
|
$
|
7,043
|
|
|
72.2
|
%
|
|
257
|
|
|
$
|
382,892
|
|
|
43.4
|
%
|
61-80
|
52
|
|
|
41,732
|
|
|
47.7
|
%
|
|
306
|
|
|
434,269
|
|
|
55.4
|
%
|
|
6
|
|
|
2,713
|
|
|
27.8
|
%
|
|
364
|
|
|
478,714
|
|
|
54.3
|
%
|
||||
81-100
|
10
|
|
|
6,632
|
|
|
7.6
|
%
|
|
8
|
|
|
8,828
|
|
|
1.1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
18
|
|
|
15,460
|
|
|
1.8
|
%
|
||||
> 100
|
—
|
|
|
—
|
|
|
—
|
%
|
|
12
|
|
|
4,523
|
|
|
0.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
12
|
|
|
4,523
|
|
|
0.5
|
%
|
||||
Total
|
107
|
|
|
$
|
87,469
|
|
|
100.0
|
%
|
|
522
|
|
|
$
|
784,364
|
|
|
100.0
|
%
|
|
22
|
|
|
$
|
9,756
|
|
|
100.0
|
%
|
|
651
|
|
|
$
|
881,589
|
|
|
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
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
$
|
35,533
|
|
|
$
|
29,480
|
|
|
$
|
18,805
|
|
Loans and leases charged-off
|
(2,618
|
)
|
|
(1,942
|
)
|
|
(923
|
)
|
|||
Recoveries of loans and leases previously charged off
|
2,258
|
|
|
526
|
|
|
1,235
|
|
|||
Transfer of loans to held-for-sale
|
—
|
|
|
—
|
|
|
(613
|
)
|
|||
Provision for loan and lease losses
|
5,271
|
|
|
7,469
|
|
|
10,976
|
|
|||
Balance at end of year
|
$
|
40,444
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Multi-
family
|
|
SBA
|
|
Construction
|
|
Lease
Financing
|
|
Single
Family
Residential
Mortgage
|
|
Other
Consumer
|
|
Total
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||
ALLL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2015
|
$
|
5,850
|
|
|
$
|
4,252
|
|
|
$
|
6,012
|
|
|
$
|
683
|
|
|
$
|
1,530
|
|
|
$
|
2,195
|
|
|
$
|
13,854
|
|
|
$
|
1,157
|
|
|
$
|
35,533
|
|
Charge-offs
|
(166
|
)
|
|
(414
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(974
|
)
|
|
(1,057
|
)
|
|
(7
|
)
|
|
(2,618
|
)
|
|||||||||
Recoveries
|
225
|
|
|
807
|
|
|
169
|
|
|
500
|
|
|
—
|
|
|
283
|
|
|
248
|
|
|
26
|
|
|
2,258
|
|
|||||||||
Provision
|
1,675
|
|
|
822
|
|
|
5,195
|
|
|
(244
|
)
|
|
485
|
|
|
(1,498
|
)
|
|
(970
|
)
|
|
(194
|
)
|
|
5,271
|
|
|||||||||
Balance at December 31, 2016
|
$
|
7,584
|
|
|
$
|
5,467
|
|
|
$
|
11,376
|
|
|
$
|
939
|
|
|
$
|
2,015
|
|
|
$
|
6
|
|
|
$
|
12,075
|
|
|
$
|
982
|
|
|
$
|
40,444
|
|
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
243
|
|
|
$
|
—
|
|
|
$
|
243
|
|
Collectively evaluated for impairment
|
7,584
|
|
|
5,462
|
|
|
11,376
|
|
|
920
|
|
|
2,015
|
|
|
6
|
|
|
11,752
|
|
|
982
|
|
|
40,097
|
|
|||||||||
Acquired with deteriorated credit quality
|
—
|
|
|
5
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
104
|
|
|||||||||
Total ending ALLL
|
$
|
7,584
|
|
|
$
|
5,467
|
|
|
$
|
11,376
|
|
|
$
|
939
|
|
|
$
|
2,015
|
|
|
$
|
6
|
|
|
$
|
12,075
|
|
|
$
|
982
|
|
|
$
|
40,444
|
|
Loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
2,429
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,629
|
|
|
$
|
294
|
|
|
$
|
13,352
|
|
Collectively evaluated for impairment
|
1,515,771
|
|
|
728,777
|
|
|
1,365,262
|
|
|
71,168
|
|
|
125,100
|
|
|
379
|
|
|
1,962,789
|
|
|
110,328
|
|
|
5,879,574
|
|
|||||||||
Acquired with deteriorated credit quality
|
4,760
|
|
|
1,182
|
|
|
—
|
|
|
2,672
|
|
|
—
|
|
|
—
|
|
|
133,212
|
|
|
—
|
|
|
141,826
|
|
|||||||||
Total ending loans and leases
|
$
|
1,522,960
|
|
|
$
|
729,959
|
|
|
$
|
1,365,262
|
|
|
$
|
73,840
|
|
|
$
|
125,100
|
|
|
$
|
379
|
|
|
$
|
2,106,630
|
|
|
$
|
110,622
|
|
|
$
|
6,034,752
|
|
|
Commercial
and
Industrial
|
|
Commercial
Real Estate
|
|
Multi-
family
|
|
SBA
|
|
Construction
|
|
Lease
Financing
|
|
Single
Family
Residential
Mortgage
|
|
Other
Consumer
|
|
Total
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||
ALLL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2014
|
$
|
6,910
|
|
|
$
|
3,840
|
|
|
$
|
7,179
|
|
|
$
|
335
|
|
|
$
|
846
|
|
|
$
|
873
|
|
|
$
|
7,192
|
|
|
$
|
2,305
|
|
|
$
|
29,480
|
|
Charge-offs
|
(33
|
)
|
|
(259
|
)
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
(1,541
|
)
|
|
—
|
|
|
(3
|
)
|
|
(1,942
|
)
|
|||||||||
Recoveries
|
8
|
|
|
132
|
|
|
3
|
|
|
288
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
16
|
|
|
526
|
|
|||||||||
Provision
|
(1,035
|
)
|
|
539
|
|
|
(1,170
|
)
|
|
166
|
|
|
684
|
|
|
2,784
|
|
|
6,662
|
|
|
(1,161
|
)
|
|
7,469
|
|
|||||||||
Balance at December 31, 2015
|
$
|
5,850
|
|
|
$
|
4,252
|
|
|
$
|
6,012
|
|
|
$
|
683
|
|
|
$
|
1,530
|
|
|
$
|
2,195
|
|
|
$
|
13,854
|
|
|
$
|
1,157
|
|
|
$
|
35,533
|
|
Individually evaluated for impairment
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
331
|
|
|
$
|
—
|
|
|
$
|
369
|
|
Collectively evaluated for impairment
|
5,754
|
|
|
4,140
|
|
|
6,012
|
|
|
664
|
|
|
1,530
|
|
|
2,195
|
|
|
13,506
|
|
|
1,157
|
|
|
34,958
|
|
|||||||||
Acquired with deteriorated credit quality
|
58
|
|
|
112
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
206
|
|
|||||||||
Total ending ALLL
|
$
|
5,850
|
|
|
$
|
4,252
|
|
|
$
|
6,012
|
|
|
$
|
683
|
|
|
$
|
1,530
|
|
|
$
|
2,195
|
|
|
$
|
13,854
|
|
|
$
|
1,157
|
|
|
$
|
35,533
|
|
Loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
7,159
|
|
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,256
|
|
|
$
|
553
|
|
|
$
|
34,283
|
|
Collectively evaluated for impairment
|
868,987
|
|
|
717,796
|
|
|
904,300
|
|
|
54,654
|
|
|
55,289
|
|
|
192,424
|
|
|
1,530,098
|
|
|
113,832
|
|
|
4,437,380
|
|
|||||||||
Acquired with deteriorated credit quality
|
853
|
|
|
9,599
|
|
|
—
|
|
|
3,049
|
|
|
—
|
|
|
—
|
|
|
699,230
|
|
|
—
|
|
|
712,731
|
|
|||||||||
Total ending loans and leases
|
$
|
876,999
|
|
|
$
|
727,707
|
|
|
$
|
904,300
|
|
|
$
|
57,706
|
|
|
$
|
55,289
|
|
|
$
|
192,424
|
|
|
$
|
2,255,584
|
|
|
$
|
114,385
|
|
|
$
|
5,184,394
|
|
|
December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
Allowance
for Loan and
Lease Losses
|
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
Allowance
for Loan and
Lease Losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
2,478
|
|
|
$
|
2,429
|
|
|
$
|
—
|
|
|
$
|
6,244
|
|
|
$
|
6,086
|
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
312
|
|
|
—
|
|
||||||
SBA
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
3
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
8,865
|
|
|
8,887
|
|
|
—
|
|
|
24,224
|
|
|
22,671
|
|
|
—
|
|
||||||
Other consumer
|
294
|
|
|
294
|
|
|
—
|
|
|
553
|
|
|
553
|
|
|
—
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
—
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|
1,073
|
|
|
38
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
1,772
|
|
|
1,742
|
|
|
243
|
|
|
3,575
|
|
|
3,585
|
|
|
331
|
|
||||||
Total
|
$
|
13,409
|
|
|
$
|
13,352
|
|
|
$
|
243
|
|
|
$
|
36,890
|
|
|
$
|
34,283
|
|
|
$
|
369
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
|
Cash Basis
Interest
Recognized
|
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
Cash Basis
Interest Recognized |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
Cash Basis
Interest Recognized |
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial and industrial
|
$
|
3,490
|
|
|
$
|
183
|
|
|
$
|
208
|
|
|
$
|
6,750
|
|
|
$
|
305
|
|
|
$
|
302
|
|
|
$
|
4,166
|
|
|
$
|
92
|
|
|
$
|
133
|
|
Commercial real estate
|
148
|
|
|
24
|
|
|
24
|
|
|
353
|
|
|
37
|
|
|
37
|
|
|
2,865
|
|
|
110
|
|
|
125
|
|
|||||||||
Multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
395
|
|
|
13
|
|
|
15
|
|
|
1,653
|
|
|
43
|
|
|
43
|
|
|||||||||
SBA
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Single family residential mortgage
|
27,150
|
|
|
862
|
|
|
835
|
|
|
25,093
|
|
|
869
|
|
|
885
|
|
|
16,285
|
|
|
390
|
|
|
405
|
|
|||||||||
Other consumer
|
294
|
|
|
8
|
|
|
9
|
|
|
424
|
|
|
12
|
|
|
13
|
|
|
580
|
|
|
25
|
|
|
24
|
|
|||||||||
Total
|
$
|
31,081
|
|
|
$
|
1,077
|
|
|
$
|
1,076
|
|
|
$
|
33,022
|
|
|
$
|
1,238
|
|
|
$
|
1,252
|
|
|
$
|
25,552
|
|
|
$
|
660
|
|
|
$
|
730
|
|
|
December 31,
|
||||||||||||||||||||||
|
2016
|
|
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 $0 in 2016 and 2015
|
467
|
|
|
14,475
|
|
|
14,942
|
|
|
14,703
|
|
|
30,426
|
|
|
45,129
|
|
|
December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
NTM Loans
|
|
Traditional
Loans and Leases |
|
Total
|
|
NTM Loans
|
|
Traditional
Loans and Leases |
|
Total
|
||||||||||||
|
|
|
|
|
(In thousands)
|
||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
3,544
|
|
|
$
|
3,544
|
|
|
$
|
—
|
|
|
$
|
4,383
|
|
|
$
|
4,383
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,552
|
|
|
1,552
|
|
||||||
Multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
642
|
|
|
642
|
|
||||||
SBA
|
—
|
|
|
619
|
|
|
619
|
|
|
—
|
|
|
422
|
|
|
422
|
|
||||||
Lease financing
|
—
|
|
|
109
|
|
|
109
|
|
|
—
|
|
|
598
|
|
|
598
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
467
|
|
|
9,820
|
|
|
10,287
|
|
|
4,615
|
|
|
22,615
|
|
|
27,230
|
|
||||||
Green Loans (HELOC) - first liens
|
—
|
|
|
—
|
|
|
—
|
|
|
10,088
|
|
|
—
|
|
|
10,088
|
|
||||||
Other consumer
|
—
|
|
|
383
|
|
|
383
|
|
|
—
|
|
|
214
|
|
|
214
|
|
||||||
Total nonaccrual loans and leases
|
$
|
467
|
|
|
$
|
14,475
|
|
|
$
|
14,942
|
|
|
$
|
14,703
|
|
|
$
|
30,426
|
|
|
$
|
45,129
|
|
|
December 31, 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
|
$
|
4,193
|
|
|
$
|
—
|
|
|
$
|
467
|
|
|
$
|
4,660
|
|
|
$
|
789,460
|
|
|
$
|
794,120
|
|
Green Loans (HELOC) - first liens
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,469
|
|
|
87,469
|
|
||||||
Green Loans (HELOC) - second liens
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,559
|
|
|
3,559
|
|
||||||
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total NTM loans
|
4,193
|
|
|
—
|
|
|
467
|
|
|
4,660
|
|
|
880,488
|
|
|
885,148
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
412
|
|
|
463
|
|
|
3,385
|
|
|
4,260
|
|
|
1,513,940
|
|
|
1,518,200
|
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
728,777
|
|
|
728,777
|
|
||||||
Multi-family
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,365,262
|
|
|
1,365,262
|
|
||||||
SBA
|
15
|
|
|
2
|
|
|
482
|
|
|
499
|
|
|
70,669
|
|
|
71,168
|
|
||||||
Construction
|
1,529
|
|
|
—
|
|
|
—
|
|
|
1,529
|
|
|
123,571
|
|
|
125,100
|
|
||||||
Lease financing
|
—
|
|
|
—
|
|
|
109
|
|
|
109
|
|
|
270
|
|
|
379
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
11,225
|
|
|
1,345
|
|
|
9,393
|
|
|
21,963
|
|
|
1,069,866
|
|
|
1,091,829
|
|
||||||
Other consumer
|
10,023
|
|
|
933
|
|
|
382
|
|
|
11,338
|
|
|
95,725
|
|
|
107,063
|
|
||||||
Total traditional loans and leases
|
23,204
|
|
|
2,743
|
|
|
13,751
|
|
|
39,698
|
|
|
4,968,080
|
|
|
5,007,778
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
—
|
|
|
—
|
|
|
156
|
|
|
156
|
|
|
4,604
|
|
|
4,760
|
|
||||||
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,182
|
|
|
1,182
|
|
||||||
SBA
|
300
|
|
|
232
|
|
|
328
|
|
|
860
|
|
|
1,812
|
|
|
2,672
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
10,483
|
|
|
4,063
|
|
|
2,093
|
|
|
16,639
|
|
|
116,573
|
|
|
133,212
|
|
||||||
Total PCI loans
|
10,783
|
|
|
4,295
|
|
|
2,577
|
|
|
17,655
|
|
|
124,171
|
|
|
141,826
|
|
||||||
Total loans and leases
|
$
|
38,180
|
|
|
$
|
7,038
|
|
|
$
|
16,795
|
|
|
$
|
62,013
|
|
|
$
|
5,972,739
|
|
|
$
|
6,034,752
|
|
|
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 loans and leases
|
$
|
63,754
|
|
|
$
|
16,483
|
|
|
$
|
30,232
|
|
|
$
|
110,469
|
|
|
$
|
5,073,925
|
|
|
$
|
5,184,394
|
|
|
Modification Type
|
||||||||||||||||||||||||||||||||||||||||
|
Change in Principal Payments and Interest Rates
|
|
Change in Principal Payments
|
|
Change in Interest Rates
|
|
Chapter 7 Bankruptcy
|
|
Other
|
|
Total
|
||||||||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
||||||||||||||||||
|
($ in thousands)
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Single family residential mortgage
|
34
|
|
|
$
|
8,622
|
|
|
4
|
|
|
$
|
780
|
|
|
2
|
|
|
$
|
146
|
|
|
1
|
|
|
$
|
519
|
|
|
1
|
|
|
$
|
206
|
|
|
42
|
|
|
$
|
10,273
|
|
Total
|
34
|
|
|
$
|
8,622
|
|
|
4
|
|
|
$
|
780
|
|
|
2
|
|
|
$
|
146
|
|
|
1
|
|
|
$
|
519
|
|
|
1
|
|
|
$
|
206
|
|
|
42
|
|
|
$
|
10,273
|
|
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Single family residential mortgage
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
13
|
|
|
$
|
4,493
|
|
|
—
|
|
|
$
|
—
|
|
|
13
|
|
|
$
|
4,493
|
|
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
259
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
259
|
|
||||||
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
14
|
|
|
$
|
4,752
|
|
|
—
|
|
|
$
|
—
|
|
|
14
|
|
|
$
|
4,752
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Single family residential mortgage
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
5
|
|
|
$
|
1,229
|
|
|
—
|
|
|
$
|
—
|
|
|
5
|
|
|
$
|
1,229
|
|
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
294
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
294
|
|
||||||
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
6
|
|
|
$
|
1,523
|
|
|
—
|
|
|
$
|
—
|
|
|
6
|
|
|
$
|
1,523
|
|
|
December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
|
NTM
Loans
|
|
Traditional
Loans
|
|
Total
|
|
NTM
Loans |
|
Traditional
Loans
|
|
Total
|
||||||||||||
|
|
|
|
|
(In thousands)
|
||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SBA
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
853
|
|
|
1,440
|
|
|
2,293
|
|
|
1,015
|
|
|
5,841
|
|
|
6,856
|
|
||||||
Green Loans (HELOC) - first liens
|
2,240
|
|
|
—
|
|
|
2,240
|
|
|
2,400
|
|
|
—
|
|
|
2,400
|
|
||||||
Green Loans (HELOC) - second liens
|
294
|
|
|
—
|
|
|
294
|
|
|
553
|
|
|
—
|
|
|
553
|
|
||||||
Total
|
$
|
3,387
|
|
|
$
|
1,440
|
|
|
$
|
4,827
|
|
|
$
|
3,968
|
|
|
$
|
5,844
|
|
|
$
|
9,812
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Not-Rated
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
$
|
792,179
|
|
|
$
|
1,474
|
|
|
$
|
467
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
794,120
|
|
Green Loans (HELOC) - first liens
|
85,460
|
|
|
2,009
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,469
|
|
||||||
Green Loans (HELOC) - second liens
|
3,559
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,559
|
|
||||||
Other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total NTM loans
|
881,198
|
|
|
3,483
|
|
|
467
|
|
|
—
|
|
|
—
|
|
|
885,148
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
1,508,636
|
|
|
844
|
|
|
8,642
|
|
|
78
|
|
|
—
|
|
|
1,518,200
|
|
||||||
Commercial real estate
|
725,861
|
|
|
1,350
|
|
|
1,566
|
|
|
—
|
|
|
—
|
|
|
728,777
|
|
||||||
Multi-family
|
1,365,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,365,262
|
|
||||||
SBA
|
70,508
|
|
|
—
|
|
|
660
|
|
|
—
|
|
|
—
|
|
|
71,168
|
|
||||||
Construction
|
123,571
|
|
|
1,529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,100
|
|
||||||
Lease financing
|
270
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
379
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
1,080,664
|
|
|
950
|
|
|
10,215
|
|
|
—
|
|
|
—
|
|
|
1,091,829
|
|
||||||
Other consumer
|
106,632
|
|
|
48
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
107,063
|
|
||||||
Total traditional loans and leases
|
4,981,404
|
|
|
4,721
|
|
|
21,575
|
|
|
78
|
|
|
—
|
|
|
5,007,778
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
—
|
|
|
4,056
|
|
|
704
|
|
|
—
|
|
|
—
|
|
|
4,760
|
|
||||||
Commercial real estate
|
1,182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,182
|
|
||||||
SBA
|
1,268
|
|
|
—
|
|
|
1,404
|
|
|
—
|
|
|
—
|
|
|
2,672
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133,212
|
|
|
133,212
|
|
||||||
Total PCI loans
|
2,450
|
|
|
4,056
|
|
|
2,108
|
|
|
—
|
|
|
133,212
|
|
|
141,826
|
|
||||||
Total loans and leases
|
$
|
5,865,052
|
|
|
$
|
12,260
|
|
|
$
|
24,150
|
|
|
$
|
78
|
|
|
$
|
133,212
|
|
|
$
|
6,034,752
|
|
|
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 loans and leases
|
$
|
4,376,684
|
|
|
$
|
36,530
|
|
|
$
|
72,089
|
|
|
$
|
—
|
|
|
$
|
699,091
|
|
|
$
|
5,184,394
|
|
|
December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Outstanding
Balance
|
|
Carrying
Amount
|
|
Outstanding
Balance
|
|
Carrying
Amount
|
||||||||
|
(In thousands)
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
5,029
|
|
|
$
|
4,760
|
|
|
$
|
1,001
|
|
|
$
|
853
|
|
Commercial real estate
|
1,613
|
|
|
1,182
|
|
|
11,255
|
|
|
9,599
|
|
||||
SBA
|
3,771
|
|
|
2,672
|
|
|
4,033
|
|
|
3,049
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
153,867
|
|
|
133,212
|
|
|
764,814
|
|
|
699,230
|
|
||||
Total
|
$
|
164,280
|
|
|
$
|
141,826
|
|
|
$
|
781,103
|
|
|
$
|
712,731
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
$
|
205,549
|
|
|
$
|
92,301
|
|
|
$
|
126,336
|
|
New loans or leases purchased
|
23,568
|
|
|
138,046
|
|
|
—
|
|
|||
Accretion of income
|
(34,616
|
)
|
|
(23,441
|
)
|
|
(25,335
|
)
|
|||
Increase (decrease) in expected cash flows
|
(10,650
|
)
|
|
19,852
|
|
|
29,267
|
|
|||
Disposals
|
(142,670
|
)
|
|
(21,209
|
)
|
|
(37,967
|
)
|
|||
Balance at end of year
|
$
|
41,181
|
|
|
$
|
205,549
|
|
|
$
|
92,301
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Consumer:
|
|
|
|
|
|
||||||
Single family residential mortgage
|
103,799
|
|
|
571,245
|
|
|
—
|
|
|||
Outstanding unpaid principal balance at acquisition
|
$
|
103,799
|
|
|
$
|
571,245
|
|
|
$
|
—
|
|
Cash flows expected to be collected at acquisitions
|
$
|
114,552
|
|
|
$
|
667,224
|
|
|
$
|
—
|
|
Fair value of acquired loans at acquisition
|
$
|
90,984
|
|
|
$
|
529,178
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
($ in thousands)
|
||||||||||
Number of purchase transactions
|
1
|
|
|
7
|
|
|
—
|
|
|||
Total unpaid principal balance of purchased loan pools at acquisition
|
$
|
103,799
|
|
|
$
|
622,135
|
|
|
$
|
—
|
|
Total fair value of purchased loan pools at acquisition
|
90,984
|
|
|
578,666
|
|
|
—
|
|
|||
Total unpaid principal balance of purchased PCI loan pools at acquisition
|
103,799
|
|
|
571,245
|
|
|
—
|
|
|||
Total fair value of purchased PCI loan pools at acquisition
|
90,984
|
|
|
529,178
|
|
|
—
|
|
|||
Total unpaid principal balance of sold PCI loan pools
|
606,722
|
|
|
52,392
|
|
|
91,915
|
|
|||
Total fair value of sold PCI loan pools
|
557,950
|
|
|
32,483
|
|
|
56,713
|
|
|||
Gain on sale of PCI loan pools
|
19,206
|
|
|
9,405
|
|
|
11,820
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
Purchases
|
|
Sales
|
|
Transfers from (to) Held-For-Sale
|
|
Purchases
|
|
Sales
|
|
Transfers from (to) Held-For-Sale
|
|
Purchases
|
|
Sales
|
|
Transfers from (to) Held-For-Sale
|
||||||||||||||||||
|
(In thousands)
|
|
|
||||||||||||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,757
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
|
—
|
|
|
(2,792
|
)
|
|
—
|
|
|
—
|
|
|
3,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Multi-family
|
—
|
|
|
—
|
|
|
(81,780
|
)
|
|
—
|
|
|
(242,580
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
SBA
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,599
|
)
|
|
—
|
|
|
—
|
|
|
(7,838
|
)
|
|
(4,303
|
)
|
|||||||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Lease financing
|
91,247
|
|
|
(19,741
|
)
|
|
—
|
|
|
127,043
|
|
|
—
|
|
|
—
|
|
|
38,572
|
|
|
—
|
|
|
—
|
|
|||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Single family residential mortgage
|
—
|
|
|
(149,413
|
)
|
|
(98,222
|
)
|
|
49,488
|
|
|
(165,915
|
)
|
|
479,089
|
|
|
—
|
|
|
(82,552
|
)
|
|
55,085
|
|
|||||||||
Total
|
$
|
91,247
|
|
|
$
|
(169,154
|
)
|
|
$
|
(184,551
|
)
|
|
$
|
176,531
|
|
|
$
|
(412,094
|
)
|
|
$
|
482,851
|
|
|
$
|
38,572
|
|
|
$
|
(90,390
|
)
|
|
$
|
50,782
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
11,130
|
|
|
$
|
11,130
|
|
Building and improvement
|
87,393
|
|
|
78,358
|
|
||
Furniture, fixtures, and equipment
|
45,581
|
|
|
34,235
|
|
||
Leasehold improvements
|
16,034
|
|
|
11,671
|
|
||
Construction in process
|
20,435
|
|
|
1,793
|
|
||
Total
|
180,573
|
|
|
137,187
|
|
||
Less accumulated depreciation
|
(36,956
|
)
|
|
(25,648
|
)
|
||
Premises, equipment, and capital lease, net
|
$
|
143,617
|
|
|
$
|
111,539
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and After
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commitments under operating leases
|
$
|
13,370
|
|
|
$
|
9,677
|
|
|
$
|
6,636
|
|
|
$
|
5,528
|
|
|
$
|
5,887
|
|
|
$
|
41,098
|
|
Commitments under capital lease
|
948
|
|
|
416
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
1,417
|
|
||||||
Total
|
$
|
14,318
|
|
|
$
|
10,093
|
|
|
$
|
6,689
|
|
|
$
|
5,528
|
|
|
$
|
5,887
|
|
|
$
|
42,515
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Mortgage servicing rights, at fair value
|
$
|
76,121
|
|
|
$
|
49,939
|
|
SBA servicing rights, at cost
|
1,496
|
|
|
788
|
|
||
Total
|
$
|
77,617
|
|
|
$
|
50,727
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
($ in thousands)
|
||||||
Fair value of retained MSRs
|
$
|
76,121
|
|
|
$
|
49,939
|
|
Discount rate
|
10.18
|
%
|
|
9.75
|
%
|
||
Constant prepayment rate
|
11.84
|
%
|
|
11.81
|
%
|
||
Weighted-average life
|
6.50 years
|
|
|
6.48 years
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
$
|
49,939
|
|
|
$
|
19,082
|
|
|
$
|
13,535
|
|
Additions
|
49,293
|
|
|
45,263
|
|
|
26,399
|
|
|||
Changes in fair value resulting from valuation inputs or assumptions
|
(5,709
|
)
|
|
(3,568
|
)
|
|
(233
|
)
|
|||
Sales of servicing rights
|
(5,382
|
)
|
|
(5,862
|
)
|
|
(17,773
|
)
|
|||
Other—loans paid off
|
(12,020
|
)
|
|
(4,976
|
)
|
|
(2,846
|
)
|
|||
Balance at end of year
|
$
|
76,121
|
|
|
$
|
49,939
|
|
|
$
|
19,082
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
$
|
788
|
|
|
$
|
484
|
|
|
$
|
348
|
|
Additions
|
877
|
|
|
597
|
|
|
261
|
|
|||
Amortization, including prepayments
|
(157
|
)
|
|
(71
|
)
|
|
(83
|
)
|
|||
Impairment
|
(12
|
)
|
|
(222
|
)
|
|
(42
|
)
|
|||
Balance at end of year
|
$
|
1,496
|
|
|
$
|
788
|
|
|
$
|
484
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
$
|
1,097
|
|
|
$
|
423
|
|
|
$
|
—
|
|
Additions
|
3,269
|
|
|
1,598
|
|
|
653
|
|
|||
Sales and net direct write-downs
|
(1,833
|
)
|
|
(886
|
)
|
|
(198
|
)
|
|||
Net change in valuation allowance
|
(31
|
)
|
|
(38
|
)
|
|
(32
|
)
|
|||
Balance at end of year
|
$
|
2,502
|
|
|
$
|
1,097
|
|
|
$
|
423
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
$
|
70
|
|
|
$
|
32
|
|
|
$
|
—
|
|
Additions
|
31
|
|
|
38
|
|
|
32
|
|
|||
Net direct write-downs and removals from sale
|
(95
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
$
|
6
|
|
|
$
|
70
|
|
|
$
|
32
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net (loss) gain on sales
|
$
|
(96
|
)
|
|
$
|
23
|
|
|
$
|
66
|
|
Operating expenses, net of rental income
|
(108
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
(204
|
)
|
|
$
|
23
|
|
|
$
|
66
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Goodwill balance at beginning of the year
|
$
|
39,244
|
|
|
$
|
31,591
|
|
|
$
|
30,143
|
|
Goodwill acquired during the year
|
—
|
|
|
—
|
|
|
2,239
|
|
|||
Goodwill adjustments for purchase accounting
|
—
|
|
|
7,653
|
|
|
(791
|
)
|
|||
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|||
Goodwill balance at end of year
|
$
|
39,244
|
|
|
$
|
39,244
|
|
|
$
|
31,591
|
|
Accumulated impairment losses at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||
|
(In thousands)
|
||||||||||
December 31, 2016
|
|
|
|
|
|
||||||
Core deposit intangibles
|
$
|
30,904
|
|
|
$
|
17,656
|
|
|
$
|
13,248
|
|
Customer relationship intangible
|
670
|
|
|
391
|
|
|
279
|
|
|||
Trade name intangibles
|
90
|
|
|
—
|
|
|
90
|
|
|||
December 31, 2015
|
|
|
|
|
|
||||||
Core deposit intangibles
|
$
|
30,904
|
|
|
$
|
12,939
|
|
|
$
|
17,965
|
|
Customer relationship intangible
|
670
|
|
|
257
|
|
|
413
|
|
|||
Trade name intangibles
|
780
|
|
|
—
|
|
|
780
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and After
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Estimated future amortization expense
|
$
|
4,029
|
|
|
$
|
3,173
|
|
|
$
|
2,174
|
|
|
$
|
1,518
|
|
|
$
|
2,633
|
|
|
$
|
13,527
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Interest-bearing demand deposits
|
$
|
2,048,839
|
|
|
$
|
1,697,055
|
|
Money market accounts
|
2,731,314
|
|
|
1,479,931
|
|
||
Savings accounts
|
1,118,175
|
|
|
823,618
|
|
||
Certificates of deposit of under $100,000
|
1,300,733
|
|
|
633,372
|
|
||
Certificates of deposit of $100,000 through $250,000
|
249,502
|
|
|
250,868
|
|
||
Certificates of deposit of more than $250,000
|
410,958
|
|
|
297,117
|
|
||
Total interest-bearing deposits
|
$
|
7,859,521
|
|
|
$
|
5,181,961
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and After
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Certificates of deposit of under $100,000
|
$
|
1,276,563
|
|
|
$
|
15,724
|
|
|
$
|
4,068
|
|
|
$
|
2,963
|
|
|
$
|
1,415
|
|
|
$
|
1,300,733
|
|
Certificates of deposit of $100,000 through $250,000
|
197,071
|
|
|
46,934
|
|
|
4,102
|
|
|
1,218
|
|
|
177
|
|
|
249,502
|
|
||||||
Certificates of deposit of more than $250,000
|
370,253
|
|
|
12,094
|
|
|
25,404
|
|
|
323
|
|
|
2,884
|
|
|
410,958
|
|
||||||
Total certificates of deposit
|
$
|
1,843,887
|
|
|
$
|
74,752
|
|
|
$
|
33,574
|
|
|
$
|
4,504
|
|
|
$
|
4,476
|
|
|
$
|
1,961,193
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and After
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Fixed rate
|
$
|
100,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150,000
|
|
Variable rate
|
340,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340,000
|
|
||||||
Total
|
$
|
440,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
490,000
|
|
|
As of or For the Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
($ in thousands)
|
||||||||||
Weighted-average interest rate at end of year
|
0.67
|
%
|
|
0.40
|
%
|
|
0.29
|
%
|
|||
Average interest rate during the year
|
0.49
|
%
|
|
0.38
|
%
|
|
0.20
|
%
|
|||
Average balance
|
$
|
1,153,208
|
|
|
$
|
553,162
|
|
|
$
|
267,816
|
|
Maximum amount outstanding at any month-end
|
$
|
1,990,000
|
|
|
$
|
1,355,000
|
|
|
$
|
633,000
|
|
Balance at end of year
|
$
|
490,000
|
|
|
$
|
930,000
|
|
|
$
|
633,000
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Current income taxes:
|
|
|
|
|
|
||||||
Federal
|
$
|
12,245
|
|
|
$
|
27,555
|
|
|
$
|
11,070
|
|
State
|
16,132
|
|
|
7,360
|
|
|
2,348
|
|
|||
Total current income tax expense
|
28,377
|
|
|
34,915
|
|
|
13,418
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
||||||
Federal
|
6,699
|
|
|
4,754
|
|
|
(235
|
)
|
|||
State
|
(1,086
|
)
|
|
2,525
|
|
|
762
|
|
|||
Total deferred income tax expense
|
5,613
|
|
|
7,279
|
|
|
527
|
|
|||
Change in valuation allowance
|
—
|
|
|
—
|
|
|
(17,684
|
)
|
|||
Income tax expense (benefit)
|
$
|
33,990
|
|
|
$
|
42,194
|
|
|
$
|
(3,739
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan and lease losses
|
$
|
18,921
|
|
|
$
|
20,684
|
|
Stock options and awards
|
6,118
|
|
|
4,660
|
|
||
Accrued expenses
|
10,209
|
|
|
2,090
|
|
||
Valuation allowance on other real estate owned
|
3
|
|
|
29
|
|
||
Reserve for loss on repurchased loans
|
3,426
|
|
|
4,028
|
|
||
Federal net operating losses
|
1,162
|
|
|
1,328
|
|
||
State net operating losses
|
810
|
|
|
869
|
|
||
Federal credits
|
—
|
|
|
10
|
|
||
Unrealized loss on securities available-for-sale
|
6,438
|
|
|
2,177
|
|
||
Other deferred tax assets
|
6,409
|
|
|
10,690
|
|
||
Total deferred tax assets
|
53,496
|
|
|
46,565
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Derivative instruments adjustment
|
(6,559
|
)
|
|
(3,409
|
)
|
||
Investment in partnership
|
(1,945
|
)
|
|
—
|
|
||
Mortgage servicing rights
|
(31,658
|
)
|
|
(20,735
|
)
|
||
FHLB stock dividends
|
(314
|
)
|
|
(564
|
)
|
||
Intangible amortization
|
(30
|
)
|
|
(857
|
)
|
||
Other deferred tax liabilities
|
(3,001
|
)
|
|
(9,659
|
)
|
||
Total deferred tax liabilities
|
(43,507
|
)
|
|
(35,224
|
)
|
||
Valuation allowance
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
$
|
9,989
|
|
|
$
|
11,341
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Beginning balance
|
$
|
—
|
|
|
$
|
5,421
|
|
|
$
|
2,203
|
|
(Decrease) increase related to prior year tax positions
|
—
|
|
|
(5,421
|
)
|
|
369
|
|
|||
Increase in current year tax positions
|
—
|
|
|
—
|
|
|
2,849
|
|
|||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,421
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Balance at beginning of year
|
$
|
9,700
|
|
|
$
|
8,303
|
|
|
$
|
5,427
|
|
Provision for loan repurchases
|
590
|
|
|
4,352
|
|
|
4,243
|
|
|||
Change in estimates
|
—
|
|
|
846
|
|
|
—
|
|
|||
Utilization of reserve for loan repurchases
|
(2,316
|
)
|
|
(3,801
|
)
|
|
(1,367
|
)
|
|||
Balance at end of year
|
$
|
7,974
|
|
|
$
|
9,700
|
|
|
$
|
8,303
|
|
|
December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value |
||||||||
|
(In thousands)
|
||||||||||||||
Included in assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
$
|
289,637
|
|
|
$
|
8,317
|
|
|
$
|
262,135
|
|
|
$
|
7,343
|
|
Mandatory forward commitments
|
537,476
|
|
|
8,897
|
|
|
468,740
|
|
|
1,130
|
|
||||
Interest rate swaps on deposits and other borrowings
|
—
|
|
|
—
|
|
|
25,000
|
|
|
331
|
|
||||
Interest rate swaps and cap on loans with customers
|
46,346
|
|
|
707
|
|
|
27,467
|
|
|
238
|
|
||||
Foreign exchange contracts
|
4,236
|
|
|
47
|
|
|
—
|
|
|
—
|
|
||||
Total included in assets
|
$
|
877,695
|
|
|
$
|
17,968
|
|
|
$
|
783,342
|
|
|
$
|
9,042
|
|
Included in liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
$
|
22,945
|
|
|
$
|
231
|
|
|
$
|
16,790
|
|
|
$
|
88
|
|
Mandatory forward commitments
|
265,322
|
|
|
1,212
|
|
|
215,272
|
|
|
300
|
|
||||
Interest rate swaps on deposits and other borrowings
|
—
|
|
|
—
|
|
|
50,000
|
|
|
441
|
|
||||
Interest rate swaps and caps on loans with correspondent bank
|
46,346
|
|
|
655
|
|
|
27,467
|
|
|
238
|
|
||||
Foreign exchange contracts
|
4,207
|
|
|
18
|
|
|
—
|
|
|
—
|
|
||||
Total included in liabilities
|
$
|
338,820
|
|
|
$
|
2,116
|
|
|
$
|
309,529
|
|
|
$
|
1,067
|
|
|
Unrecognized
Expense
|
|
Average
Expected
Recognition
Period
|
||
|
($ in thousands)
|
||||
Stock option awards
|
$
|
1,309
|
|
|
3.6 years
|
Restricted stock awards and restricted stock units
|
11,965
|
|
|
2.8 years
|
|
Stock appreciation rights
|
$
|
2
|
|
|
0.4 years
|
Total
|
$
|
13,276
|
|
|
2.9 years
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
($ in thousands, except per share data)
|
||||||||||
Granted date fair value of options granted
|
$
|
1,630
|
|
|
$
|
729
|
|
|
$
|
781
|
|
Fair value of options vested
|
$
|
497
|
|
|
$
|
481
|
|
|
$
|
346
|
|
Total intrinsic value of options exercised
|
$
|
722
|
|
|
$
|
75
|
|
|
$
|
110
|
|
Cash received from options exercised
|
$
|
—
|
|
|
$
|
501
|
|
|
$
|
993
|
|
Weighted-average estimated fair value per share of options granted
|
$
|
5.09
|
|
|
$
|
3.76
|
|
|
$
|
3.38
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Weighted-average assumptions
|
|
|||||||
Dividend yield
|
3.57
|
%
|
|
4.14
|
%
|
|
3.69
|
%
|
Expected volatility
|
43.30
|
%
|
|
43.04
|
%
|
|
40.26
|
%
|
Expected term
|
6.5 years
|
|
|
6.4 years
|
|
|
6.0 years
|
|
Risk-free interest rate
|
1.61
|
%
|
|
1.68
|
%
|
|
1.99
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price per
Share
|
|
Number of
Shares |
|
Weighted-
Average Exercise Price per Share |
|
Number of
Shares |
|
Weighted-
Average Exercise Price per Share |
|||||||||
Outstanding at beginning of year
|
960,879
|
|
|
$
|
12.86
|
|
|
879,070
|
|
|
$
|
12.67
|
|
|
734,721
|
|
|
$
|
12.73
|
|
Granted
|
320,000
|
|
|
$
|
16.78
|
|
|
193,696
|
|
|
$
|
13.28
|
|
|
231,016
|
|
|
$
|
12.05
|
|
Cash settled
|
55,826
|
|
|
$
|
14.33
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(51,666
|
)
|
|
$
|
11.48
|
|
|
(43,333
|
)
|
|
$
|
11.55
|
|
|
(86,667
|
)
|
|
$
|
11.46
|
|
Forfeited
|
(202,743
|
)
|
|
$
|
13.84
|
|
|
(68,554
|
)
|
|
$
|
12.38
|
|
|
—
|
|
|
$
|
—
|
|
Expired
|
(2,053
|
)
|
|
$
|
13.88
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding at end of year
|
968,591
|
|
|
$
|
13.95
|
|
|
960,879
|
|
|
$
|
12.86
|
|
|
879,070
|
|
|
$
|
12.67
|
|
Exercisable at end of year
|
449,655
|
|
|
$
|
12.68
|
|
|
394,613
|
|
|
$
|
12.70
|
|
|
166,016
|
|
|
$
|
11.28
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number
of Shares
|
|
Weighted-
Average
Exercise
Price per
Share
|
|
Number
of Shares |
|
Weighted-
Average Exercise Price per Share |
|
Number
of Shares |
|
Weighted-
Average Exercise Price per Share |
|||||||||
Outstanding at beginning of year
|
566,266
|
|
|
$
|
12.99
|
|
|
552,672
|
|
|
$
|
12.74
|
|
|
419,569
|
|
|
$
|
13.16
|
|
Granted
|
320,000
|
|
|
$
|
16.77
|
|
|
193,696
|
|
|
$
|
13.28
|
|
|
231,016
|
|
|
$
|
12.05
|
|
Vested
|
(170,837
|
)
|
|
$
|
12.81
|
|
|
(170,102
|
)
|
|
$
|
12.57
|
|
|
(97,913
|
)
|
|
$
|
12.94
|
|
Forfeited
|
(196,493
|
)
|
|
$
|
13.86
|
|
|
(10,000
|
)
|
|
$
|
12.03
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding at end of year
|
518,936
|
|
|
$
|
15.04
|
|
|
566,266
|
|
|
$
|
12.99
|
|
|
552,672
|
|
|
$
|
12.74
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||
|
Number
of Shares |
|
Intrinsic Value
|
|
Weighted-
Average Exercise Price per Share |
|
Weighted-
Average Remaining
Contractual
Life
|
|
Number
of Shares |
|
Intrinsic Value
|
|
Weighted-
Average Exercise Price per Share |
|
Weighted-
Average Remaining Contractual Life |
||||||||||
$10.89 to $12.21
|
142,683
|
|
|
$
|
829,472
|
|
|
$
|
11.54
|
|
|
5.8 years
|
|
116,055
|
|
|
$
|
674,091
|
|
|
$
|
11.54
|
|
|
5.4 years
|
$12.21 to $13.53
|
478,334
|
|
|
2,203,387
|
|
|
$
|
12.74
|
|
|
7.2 years
|
|
262,990
|
|
|
1,258,879
|
|
|
$
|
12.56
|
|
|
6.8 years
|
||
$13.53 to $14.85
|
74,696
|
|
|
252,986
|
|
|
$
|
13.96
|
|
|
8.0 years
|
|
37,732
|
|
|
120,715
|
|
|
$
|
14.15
|
|
|
8.0 years
|
||
$14.85 to $16.17
|
32,878
|
|
|
50,632
|
|
|
$
|
15.81
|
|
|
4.5 years
|
|
32,878
|
|
|
50,632
|
|
|
$
|
15.81
|
|
|
4.5 years
|
||
$16.17 to $17.50
|
240,000
|
|
|
—
|
|
|
$
|
17.50
|
|
|
9.2 years
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
0.0 years
|
||
Total
|
968,591
|
|
|
$
|
3,336,477
|
|
|
$
|
13.95
|
|
|
7.5 years
|
|
449,655
|
|
|
$
|
2,104,317
|
|
|
$
|
12.68
|
|
|
6.4 years
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number of
Shares
|
|
Weighted-
Average
Price per
Share
|
|
Number of
Shares
|
|
Weighted-
Average
Price per
Share
|
|
Number of
Shares |
|
Weighted-
Average Price per Share |
|||||||||
Outstanding at beginning of year
|
1,516,361
|
|
|
$
|
12.40
|
|
|
1,287,302
|
|
|
$
|
12.53
|
|
|
893,886
|
|
|
$
|
13.78
|
|
Granted
(1)
|
1,711,968
|
|
|
$
|
17.99
|
|
|
930,830
|
|
|
$
|
12.31
|
|
|
915,077
|
|
|
$
|
11.77
|
|
Vested
|
(758,999
|
)
|
|
$
|
13.12
|
|
|
(451,196
|
)
|
|
$
|
12.64
|
|
|
(261,952
|
)
|
|
$
|
13.51
|
|
Forfeited
(1)
|
(1,052,186
|
)
|
|
$
|
13.92
|
|
|
(250,575
|
)
|
|
$
|
12.29
|
|
|
(259,709
|
)
|
|
$
|
13.21
|
|
Outstanding at end of year
|
1,417,144
|
|
|
$
|
16.16
|
|
|
1,516,361
|
|
|
$
|
12.40
|
|
|
1,287,302
|
|
|
$
|
12.53
|
|
(1)
|
The number of granted shares includes aggregate performance-based shares of
602,671
and
62,552
, respectively, for the years ended
December 31, 2016
and
2015
. The number of forfeited shares includes aggregate performance-based shares of
615,223
and
0
, respectively, for the years ended
December 31, 2016
and
2015
. 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 Committee of the Company's Board of Directors upon the Committee's certification of the satisfaction of the target level of performance.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected volatility
|
—
|
%
|
|
23.79
|
%
|
|
27.28
|
%
|
|||
Expected term
|
0.0 years
|
|
|
2.0 years
|
|
|
2.7 years
|
|
|||
Risk-free interest rate
|
—
|
%
|
|
0.64
|
%
|
|
0.70
|
%
|
|||
Weighted-average estimated fair value per share of SARs granted
|
$
|
—
|
|
|
$
|
1.72
|
|
|
$
|
1.93
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price per
Share
|
|
Number of
Shares |
|
Weighted-
Average Exercise Price per Share |
|
Number of
Shares |
|
Weighted-
Average Exercise Price per Share |
|||||||||
Outstanding at beginning of year
|
1,561,681
|
|
|
$
|
11.60
|
|
|
1,575,394
|
|
|
$
|
11.58
|
|
|
825,451
|
|
|
$
|
12.54
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
2,973
|
|
|
$
|
12.27
|
|
|
768,576
|
|
|
$
|
10.52
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(2,634
|
)
|
|
$
|
10.09
|
|
|
(16,686
|
)
|
|
$
|
10.09
|
|
|
(18,633
|
)
|
|
$
|
10.09
|
|
Outstanding at end of year
|
1,559,047
|
|
|
$
|
11.60
|
|
|
1,561,681
|
|
|
$
|
11.60
|
|
|
1,575,394
|
|
|
$
|
11.58
|
|
Exercisable at end of year
|
1,550,978
|
|
|
$
|
11.61
|
|
|
1,535,718
|
|
|
$
|
11.63
|
|
|
1,427,805
|
|
|
$
|
11.74
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number
of Shares
|
|
Weighted-
Average
Exercise
Price per
Share
|
|
Number
of Shares |
|
Weighted-
Average Exercise Price per Share |
|
Number
of Shares |
|
Weighted-
Average Exercise Price per Share |
|||||||||
Outstanding at beginning of year
|
25,963
|
|
|
$
|
10.09
|
|
|
147,589
|
|
|
$
|
10.09
|
|
|
275,152
|
|
|
$
|
12.54
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
2,973
|
|
|
$
|
12.27
|
|
|
768,576
|
|
|
$
|
10.52
|
|
Vested
|
(15,260
|
)
|
|
$
|
10.09
|
|
|
(107,913
|
)
|
|
$
|
10.15
|
|
|
(877,506
|
)
|
|
$
|
11.23
|
|
Forfeited
|
(2,634
|
)
|
|
$
|
10.09
|
|
|
(16,686
|
)
|
|
$
|
10.09
|
|
|
(18,633
|
)
|
|
$
|
—
|
|
Outstanding at end of year
|
8,069
|
|
|
$
|
10.09
|
|
|
25,963
|
|
|
$
|
10.09
|
|
|
147,589
|
|
|
$
|
10.09
|
|
|
December 31,
|
||||||||||||||||||||
|
2016
|
|
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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
280,250
|
|
|
$
|
280,250
|
|
|
$
|
269,071
|
|
|
197,250
|
|
|
$
|
197,250
|
|
|
$
|
190,750
|
|
|
Unrealized
Gain (Loss)
on AFS
Securities
|
|
Cash Flow
Hedge
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at December 31, 2013
|
$
|
(826
|
)
|
|
$
|
226
|
|
|
$
|
(600
|
)
|
Unrealized gain (loss) arising during the period
|
3,487
|
|
|
(461
|
)
|
|
3,026
|
|
|||
Reclassification adjustment from other comprehensive income
|
(1,183
|
)
|
|
—
|
|
|
(1,183
|
)
|
|||
Tax effect of current period changes
|
(969
|
)
|
|
99
|
|
|
(870
|
)
|
|||
Total changes, net of taxes
|
1,335
|
|
|
(362
|
)
|
|
973
|
|
|||
Balance at December 31, 2014
|
$
|
509
|
|
|
$
|
(136
|
)
|
|
$
|
373
|
|
Unrealized loss arising during the period
|
$
|
(2,731
|
)
|
|
$
|
(683
|
)
|
|
$
|
(3,414
|
)
|
Reclassification adjustment from other comprehensive income
|
(3,258
|
)
|
|
918
|
|
|
(2,340
|
)
|
|||
Tax effect of current period changes
|
2,485
|
|
|
(99
|
)
|
|
2,386
|
|
|||
Total changes, net of taxes
|
(3,504
|
)
|
|
136
|
|
|
(3,368
|
)
|
|||
Balance at December 31, 2015
|
$
|
(2,995
|
)
|
|
$
|
—
|
|
|
$
|
(2,995
|
)
|
Unrealized gain arising during the period
|
$
|
19,097
|
|
|
$
|
—
|
|
|
$
|
19,097
|
|
Reclassification adjustment from other comprehensive income
|
(29,405
|
)
|
|
—
|
|
|
(29,405
|
)
|
|||
Tax effect of current period changes
|
4,261
|
|
|
—
|
|
|
4,261
|
|
|||
Total changes, net of taxes
|
(6,047
|
)
|
|
—
|
|
|
(6,047
|
)
|
|||
Balance at December 31, 2016
|
$
|
(9,042
|
)
|
|
$
|
—
|
|
|
$
|
(9,042
|
)
|
|
Amount
|
|
Minimum Capital
Requirements
|
|
Minimum Required
to Be Well
Capitalized Under
Prompt Corrective
Action Provisions
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
($ in thousands)
|
|||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
$
|
975,918
|
|
|
13.70
|
%
|
|
$
|
569,856
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital
|
941,429
|
|
|
13.22
|
%
|
|
427,392
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Common equity tier 1 capital
|
672,358
|
|
|
9.44
|
%
|
|
320,544
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage
|
941,429
|
|
|
8.17
|
%
|
|
460,840
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Banc of California, NA
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
$
|
1,042,617
|
|
|
14.73
|
%
|
|
$
|
566,405
|
|
|
8.00
|
%
|
|
$
|
708,007
|
|
|
10.00
|
%
|
Tier 1 risk-based capital
|
999,788
|
|
|
14.12
|
%
|
|
424,804
|
|
|
6.00
|
%
|
|
566,405
|
|
|
8.00
|
%
|
|||
Common equity tier 1 capital
|
999,788
|
|
|
14.12
|
%
|
|
318,603
|
|
|
4.50
|
%
|
|
460,204
|
|
|
6.50
|
%
|
|||
Tier 1 leverage
|
999,788
|
|
|
8.71
|
%
|
|
459,368
|
|
|
4.00
|
%
|
|
574,210
|
|
|
5.00
|
%
|
|||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
$
|
635,291
|
|
|
11.18
|
%
|
|
$
|
454,515
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital
|
608,644
|
|
|
10.71
|
%
|
|
340,887
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Common equity tier 1 capital
|
417,894
|
|
|
7.36
|
%
|
|
255,665
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage
|
608,644
|
|
|
8.07
|
%
|
|
301,761
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Banc of California, NA
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
$
|
763,522
|
|
|
13.45
|
%
|
|
$
|
454,192
|
|
|
8.00
|
%
|
|
$
|
567,739
|
|
|
10.00
|
%
|
Tier 1 risk-based capital
|
725,922
|
|
|
12.79
|
%
|
|
340,644
|
|
|
6.00
|
%
|
|
454,192
|
|
|
8.00
|
%
|
|||
Common equity tier 1 capital
|
725,922
|
|
|
12.79
|
%
|
|
255,483
|
|
|
4.50
|
%
|
|
369,031
|
|
|
6.50
|
%
|
|||
Tier 1 leverage
|
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.
|
|
December 31, 2016
|
||
|
(In thousands)
|
||
Equipment, net of depreciation
|
$
|
151,721
|
|
Other assets
|
351
|
|
|
Total unconsolidated assets
|
$
|
152,072
|
|
Total unconsolidated liabilities
|
$
|
—
|
|
Maximum loss exposure
|
$
|
68,298
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
Common
Stock
|
|
Class B
Common
Stock
|
|
Total
|
|
Common
Stock |
|
Class B
Common Stock |
|
Total
|
|
Common
Stock |
|
Class B
Common Stock |
|
Total
|
||||||||||||||||||
|
($ in thousands, except per share data)
|
||||||||||||||||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
$
|
115,097
|
|
|
$
|
319
|
|
|
$
|
115,416
|
|
|
$
|
62,050
|
|
|
$
|
22
|
|
|
$
|
62,072
|
|
|
$
|
29,559
|
|
|
$
|
646
|
|
|
$
|
30,205
|
|
Less: income allocated to participating securities
|
(2,268
|
)
|
|
(6
|
)
|
|
(2,274
|
)
|
|
(1,310
|
)
|
|
—
|
|
|
(1,310
|
)
|
|
(487
|
)
|
|
(11
|
)
|
|
(498
|
)
|
|||||||||
Less: participating securities dividends
|
(757
|
)
|
|
(2
|
)
|
|
(759
|
)
|
|
(713
|
)
|
|
—
|
|
|
(713
|
)
|
|
(531
|
)
|
|
(12
|
)
|
|
(543
|
)
|
|||||||||
Less: preferred stock dividends
|
(19,859
|
)
|
|
(55
|
)
|
|
(19,914
|
)
|
|
(9,820
|
)
|
|
(3
|
)
|
|
(9,823
|
)
|
|
(3,562
|
)
|
|
(78
|
)
|
|
(3,640
|
)
|
|||||||||
Net income allocated to common stockholders
|
$
|
92,213
|
|
|
$
|
256
|
|
|
$
|
92,469
|
|
|
$
|
50,207
|
|
|
$
|
19
|
|
|
$
|
50,226
|
|
|
$
|
24,979
|
|
|
$
|
545
|
|
|
$
|
25,524
|
|
Weighted average common shares outstanding
|
46,699,050
|
|
|
129,413
|
|
|
46,828,463
|
|
|
37,033,725
|
|
|
12,869
|
|
|
37,046,594
|
|
|
27,444,878
|
|
|
599,563
|
|
|
28,044,441
|
|
|||||||||
Basic earnings per common share
|
$
|
1.97
|
|
|
$
|
1.97
|
|
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
0.91
|
|
|
$
|
0.91
|
|
|
$
|
0.91
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income allocated to common stockholders
|
$
|
92,213
|
|
|
$
|
256
|
|
|
$
|
92,469
|
|
|
$
|
50,207
|
|
|
$
|
19
|
|
|
$
|
50,226
|
|
|
$
|
24,979
|
|
|
$
|
545
|
|
|
$
|
25,524
|
|
Additional income allocation for class B dilutive shares
|
(775
|
)
|
|
775
|
|
|
—
|
|
|
(520
|
)
|
|
520
|
|
|
—
|
|
|
(106
|
)
|
|
106
|
|
|
—
|
|
|||||||||
Adjusted net income allocated to common stockholders
|
$
|
91,438
|
|
|
$
|
1,031
|
|
|
$
|
92,469
|
|
|
$
|
49,687
|
|
|
$
|
539
|
|
|
$
|
50,226
|
|
|
$
|
24,873
|
|
|
$
|
651
|
|
|
$
|
25,524
|
|
Weighted average common shares outstanding
|
46,699,050
|
|
|
129,413
|
|
|
46,828,463
|
|
|
37,033,725
|
|
|
12,869
|
|
|
37,046,594
|
|
|
27,444,878
|
|
|
599,563
|
|
|
28,044,441
|
|
|||||||||
Add: Dilutive effects of restricted stock units
|
218,121
|
|
|
—
|
|
|
218,121
|
|
|
138,646
|
|
|
—
|
|
|
138,646
|
|
|
52,286
|
|
|
—
|
|
|
52,286
|
|
|||||||||
Add: Dilutive effects of purchase contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,807
|
|
|
—
|
|
|
26,807
|
|
|||||||||
Add: Dilutive effects of stock options
|
197,435
|
|
|
—
|
|
|
197,435
|
|
|
30,014
|
|
|
—
|
|
|
30,014
|
|
|
8,692
|
|
|
—
|
|
|
8,692
|
|
|||||||||
Add: Dilutive effects of warrants
|
—
|
|
|
394,086
|
|
|
394,086
|
|
|
—
|
|
|
383,255
|
|
|
383,255
|
|
|
—
|
|
|
115,997
|
|
|
115,997
|
|
|||||||||
Average shares and dilutive common shares
|
47,114,606
|
|
|
523,499
|
|
|
47,638,105
|
|
|
37,202,385
|
|
|
396,124
|
|
|
37,598,509
|
|
|
27,532,663
|
|
|
715,560
|
|
|
28,248,223
|
|
|||||||||
Diluted earnings per common share
|
$
|
1.94
|
|
|
$
|
1.97
|
|
|
$
|
1.94
|
|
|
$
|
1.34
|
|
|
$
|
1.36
|
|
|
$
|
1.34
|
|
|
$
|
0.90
|
|
|
$
|
0.91
|
|
|
$
|
0.90
|
|
|
December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Fixed
Rate
|
|
Variable
Rate
|
|
Fixed
Rate
|
|
Variable
Rate
|
||||||||
|
(In thousands)
|
||||||||||||||
Commitments to extend credit
|
$
|
74,777
|
|
|
$
|
201,321
|
|
|
$
|
40,312
|
|
|
$
|
99,026
|
|
Unused lines of credit
|
27,151
|
|
|
888,236
|
|
|
6,044
|
|
|
508,295
|
|
||||
Letters of credit
|
1,784
|
|
|
8,655
|
|
|
2,611
|
|
|
11,278
|
|
|
As of or For the Year Ended
|
||||||||||||||||||||||
|
Commercial Banking
|
|
Mortgage Banking
|
|
Financial Advisory
|
|
Corporate/ Other
|
|
Inter-Segment Elimination
|
|
Consolidated
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (loss)
|
$
|
323,060
|
|
|
$
|
15,108
|
|
|
$
|
—
|
|
|
$
|
(12,695
|
)
|
|
$
|
—
|
|
|
$
|
325,473
|
|
Provision for loan and lease losses
|
5,271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,271
|
|
||||||
Noninterest income
|
91,615
|
|
|
172,245
|
|
|
2,636
|
|
|
7,033
|
|
|
(1,649
|
)
|
|
271,880
|
|
||||||
Noninterest expense
|
268,277
|
|
|
170,113
|
|
|
3,198
|
|
|
2,737
|
|
|
(1,649
|
)
|
|
442,676
|
|
||||||
Income (loss) before income taxes
|
$
|
141,127
|
|
|
$
|
17,240
|
|
|
$
|
(562
|
)
|
|
$
|
(8,399
|
)
|
|
$
|
—
|
|
|
$
|
149,406
|
|
Total assets
|
$
|
10,543,134
|
|
|
$
|
443,583
|
|
|
$
|
—
|
|
|
$
|
256,783
|
|
|
$
|
(213,647
|
)
|
|
$
|
11,029,853
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (loss)
|
$
|
225,869
|
|
|
$
|
12,502
|
|
|
$
|
—
|
|
|
$
|
(14,654
|
)
|
|
$
|
—
|
|
|
$
|
223,717
|
|
Provision for loan and lease losses
|
7,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,469
|
|
||||||
Noninterest income
|
65,829
|
|
|
144,522
|
|
|
15,960
|
|
|
—
|
|
|
(6,092
|
)
|
|
220,219
|
|
||||||
Noninterest expense
|
183,918
|
|
|
143,912
|
|
|
10,463
|
|
|
—
|
|
|
(6,092
|
)
|
|
332,201
|
|
||||||
Income (loss) before income taxes
|
$
|
100,311
|
|
|
$
|
13,112
|
|
|
$
|
5,497
|
|
|
$
|
(14,654
|
)
|
|
$
|
—
|
|
|
$
|
104,266
|
|
Total assets
|
$
|
7,785,887
|
|
|
$
|
445,509
|
|
|
$
|
11,865
|
|
|
$
|
157,944
|
|
|
$
|
(165,650
|
)
|
|
$
|
8,235,555
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (loss)
|
$
|
154,322
|
|
|
$
|
8,455
|
|
|
$
|
—
|
|
|
$
|
(7,500
|
)
|
|
$
|
—
|
|
|
$
|
155,277
|
|
Provision for loan and lease losses
|
10,976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,976
|
|
||||||
Noninterest income
|
34,122
|
|
|
98,322
|
|
|
19,697
|
|
|
217
|
|
|
(6,721
|
)
|
|
145,637
|
|
||||||
Noninterest expense
|
150,539
|
|
|
96,103
|
|
|
11,071
|
|
|
12,480
|
|
|
(6,721
|
)
|
|
263,472
|
|
||||||
Income (loss) before income taxes
|
$
|
26,929
|
|
|
$
|
10,674
|
|
|
$
|
8,626
|
|
|
$
|
(19,763
|
)
|
|
$
|
—
|
|
|
$
|
26,466
|
|
Total assets
|
$
|
5,648,986
|
|
|
$
|
309,241
|
|
|
$
|
14,957
|
|
|
$
|
60,593
|
|
|
$
|
(62,480
|
)
|
|
$
|
5,971,297
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
158,467
|
|
|
$
|
149,541
|
|
FHLB and other bank stock
|
78
|
|
|
78
|
|
||
Loans and leases receivable
|
405
|
|
|
626
|
|
||
Investments in alternative energy partnerships, net
|
25,639
|
|
|
—
|
|
||
Other assets
|
19,866
|
|
|
13,087
|
|
||
Investment in subsidiaries
|
1,038,618
|
|
|
776,986
|
|
||
Total assets
|
$
|
1,243,073
|
|
|
$
|
940,318
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Other borrowing, net
|
67,922
|
|
|
—
|
|
||
Notes payable, net
|
175,378
|
|
|
261,876
|
|
||
Accrued expenses and other liabilities
|
19,534
|
|
|
26,037
|
|
||
Stockholders’ equity
|
980,239
|
|
|
652,405
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,243,073
|
|
|
$
|
940,318
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Income
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
57,505
|
|
|
$
|
8,500
|
|
|
$
|
—
|
|
Interest income on loans
|
5
|
|
|
5
|
|
|
361
|
|
|||
Gain on sale of loans
|
—
|
|
|
—
|
|
|
209
|
|
|||
Gain on sale of subsidiary
|
3,694
|
|
|
—
|
|
|
—
|
|
|||
Other operating income
|
3,973
|
|
|
—
|
|
|
8
|
|
|||
Total income
|
65,177
|
|
|
8,505
|
|
|
578
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest expense for notes payable and other borrowings
|
12,703
|
|
|
14,659
|
|
|
7,861
|
|
|||
Loss on investments in alternative energy partnerships, net
|
31,510
|
|
|
—
|
|
|
—
|
|
|||
Other operating expense
|
23,730
|
|
|
13,810
|
|
|
12,478
|
|
|||
Total expenses
|
67,943
|
|
|
28,469
|
|
|
20,339
|
|
|||
Income (loss) before income taxes and equity in undistributed earnings of subsidiaries
|
(2,766
|
)
|
|
(19,964
|
)
|
|
(19,761
|
)
|
|||
Income tax benefit
|
(52,989
|
)
|
|
(8,431
|
)
|
|
(18,226
|
)
|
|||
Income (loss) before equity in undistributed earnings of subsidiaries
|
50,223
|
|
|
(11,533
|
)
|
|
(1,535
|
)
|
|||
Equity in undistributed earnings of subsidiaries
|
65,193
|
|
|
73,605
|
|
|
31,740
|
|
|||
Net income
|
$
|
115,416
|
|
|
$
|
62,072
|
|
|
$
|
30,205
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
115,416
|
|
|
$
|
62,072
|
|
|
$
|
30,205
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
|
|
|
|
||||||
Equity in undistributed earnings of subsidiaries
|
(65,193
|
)
|
|
(73,605
|
)
|
|
(31,740
|
)
|
|||
Stock option compensation expense
|
364
|
|
|
336
|
|
|
260
|
|
|||
Stock award compensation expense
|
4,698
|
|
|
2,635
|
|
|
1,824
|
|
|||
Stock appreciation right expense
|
18
|
|
|
202
|
|
|
1,889
|
|
|||
Amortization of debt issuance cost
|
704
|
|
|
727
|
|
|
686
|
|
|||
Debt extinguishment costs
|
2,737
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of subsidiary
|
(3,694
|
)
|
|
—
|
|
|
—
|
|
|||
Net gain on sale of loans
|
—
|
|
|
—
|
|
|
(209
|
)
|
|||
Amortization of premiums and discounts on purchased loans
|
—
|
|
|
—
|
|
|
(298
|
)
|
|||
Deferred income tax (benefit) expense
|
4,538
|
|
|
(3,575
|
)
|
|
(1,298
|
)
|
|||
Loss on investments in alternative energy partnerships, net
|
31,510
|
|
|
—
|
|
|
—
|
|
|||
Net change in other assets and liabilities
|
(19,408
|
)
|
|
37,515
|
|
|
(26,471
|
)
|
|||
Net cash provided by (used in) operating activities
|
71,690
|
|
|
26,307
|
|
|
(25,152
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Loan purchases from bank and principal collections, net
|
221
|
|
|
9
|
|
|
568
|
|
|||
Proceeds from sale of loans held-for-investment
|
—
|
|
|
—
|
|
|
5,347
|
|
|||
Proceeds from sale of subsidiary
|
259
|
|
|
—
|
|
|
—
|
|
|||
Capital contribution to bank subsidiary
|
(195,000
|
)
|
|
(160,000
|
)
|
|
(127,000
|
)
|
|||
Capital contribution to non-bank subsidiary
|
(25
|
)
|
|
—
|
|
|
—
|
|
|||
Investments in alternative energy partnerships
|
(57,149
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(251,694
|
)
|
|
(159,991
|
)
|
|
(121,085
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net proceeds from issuance of long term debt
|
—
|
|
|
172,304
|
|
|
—
|
|
|||
Net proceeds from issuance of tangible equity units
|
—
|
|
|
—
|
|
|
64,959
|
|
|||
Net proceeds from issuance of common stock
|
175,078
|
|
|
—
|
|
|
103,656
|
|
|||
Net proceeds from issuance of preferred stock
|
120,255
|
|
|
110,873
|
|
|
—
|
|
|||
Repayment of preferred stock
|
(42,000
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of Senior Note
|
(84,750
|
)
|
|
—
|
|
|
—
|
|
|||
Net increase in other borrowings
|
68,000
|
|
|
—
|
|
|
—
|
|
|||
Payment of Amortizing Debt
|
(5,078
|
)
|
|
(4,715
|
)
|
|
(2,157
|
)
|
|||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(280
|
)
|
|||
Cash settlements of stock options
|
(359
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
501
|
|
|
993
|
|
|||
Dividends paid on stock appreciation rights
|
(742
|
)
|
|
(699
|
)
|
|
(471
|
)
|
|||
Dividends paid on common stock
|
(21,844
|
)
|
|
(16,955
|
)
|
|
(10,669
|
)
|
|||
Dividends paid on preferred stock
|
(19,630
|
)
|
|
(9,446
|
)
|
|
(3,652
|
)
|
|||
Net cash provided by financing activities
|
188,930
|
|
|
251,863
|
|
|
152,379
|
|
|||
Net change in cash and cash equivalents
|
8,926
|
|
|
118,179
|
|
|
6,142
|
|
|||
Cash and cash equivalents at beginning of year
|
149,541
|
|
|
31,362
|
|
|
25,220
|
|
|||
Cash and cash equivalents at end of year
|
$
|
158,467
|
|
|
$
|
149,541
|
|
|
$
|
31,362
|
|
|
Three Months Ended,
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
|
($ in thousands, except per share data)
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
84,240
|
|
|
$
|
94,640
|
|
|
$
|
102,235
|
|
|
$
|
103,857
|
|
Interest expense
|
13,823
|
|
|
13,603
|
|
|
15,274
|
|
|
16,799
|
|
||||
Net interest income
|
70,417
|
|
|
81,037
|
|
|
86,961
|
|
|
87,058
|
|
||||
Provision for loan losses
|
321
|
|
|
1,769
|
|
|
2,592
|
|
|
589
|
|
||||
Noninterest income
|
51,959
|
|
|
65,604
|
|
|
74,630
|
|
|
79,687
|
|
||||
Noninterest expense
|
89,100
|
|
|
100,075
|
|
|
124,262
|
|
|
129,239
|
|
||||
Income before income tax
|
32,955
|
|
|
44,797
|
|
|
34,737
|
|
|
36,917
|
|
||||
Income tax expense
|
13,268
|
|
|
18,269
|
|
|
(1,200
|
)
|
|
3,653
|
|
||||
Net income
|
19,687
|
|
|
26,528
|
|
|
35,937
|
|
|
33,264
|
|
||||
Dividends on preferred stock
|
4,575
|
|
|
5,114
|
|
|
5,112
|
|
|
5,113
|
|
||||
Net income available to common stockholders
|
$
|
15,112
|
|
|
$
|
21,414
|
|
|
$
|
30,825
|
|
|
$
|
28,151
|
|
Basic earnings per common share
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
Diluted earnings per common share
|
$
|
0.36
|
|
|
$
|
0.43
|
|
|
$
|
0.59
|
|
|
$
|
0.54
|
|
Basic earnings per class B common share
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
Diluted earnings per class B common share
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Interest income
|
$
|
60,780
|
|
|
$
|
64,844
|
|
|
$
|
66,515
|
|
|
$
|
74,199
|
|
Interest expense
|
8,783
|
|
|
10,740
|
|
|
10,965
|
|
|
12,133
|
|
||||
Net interest income
|
51,997
|
|
|
54,104
|
|
|
55,550
|
|
|
62,066
|
|
||||
Provision for loan losses
|
—
|
|
|
5,474
|
|
|
735
|
|
|
1,260
|
|
||||
Noninterest income
|
45,980
|
|
|
66,693
|
|
|
50,727
|
|
|
56,819
|
|
||||
Noninterest expense
|
75,879
|
|
|
87,920
|
|
|
81,743
|
|
|
86,659
|
|
||||
Income before income tax
|
22,098
|
|
|
27,403
|
|
|
23,799
|
|
|
30,966
|
|
||||
Income tax expense (benefit)
|
9,524
|
|
|
11,479
|
|
|
9,263
|
|
|
11,928
|
|
||||
Net income
|
12,574
|
|
|
15,924
|
|
|
14,536
|
|
|
19,038
|
|
||||
Dividends on preferred stock
|
910
|
|
|
2,843
|
|
|
3,040
|
|
|
3,030
|
|
||||
Net (loss) income available to common stockholders
|
$
|
11,664
|
|
|
$
|
13,081
|
|
|
$
|
11,496
|
|
|
$
|
16,008
|
|
Basic (loss) earnings per common share
|
$
|
0.30
|
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
|
$
|
0.40
|
|
Diluted (loss) earnings per common share
|
$
|
0.29
|
|
|
$
|
0.32
|
|
|
$
|
0.29
|
|
|
$
|
0.39
|
|
Basic (loss) earnings per class B common share
|
$
|
0.30
|
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
|
$
|
0.40
|
|
Diluted (loss) earnings per class B common share
|
$
|
0.30
|
|
|
$
|
0.33
|
|
|
$
|
0.29
|
|
|
$
|
0.40
|
|
•
|
On October 27, 2016, the Company sold its Commercial Equipment Finance Division to Hanmi Bank, a wholly-owned subsidiary of Hanmi Financial Corporation (Hanmi). Beginning on February 1, 2016, Keefe, Bruyette & Woods provided financial advisory and investment banking services to the Company with respect the possible sale of the division and, contingent upon the closing of the sale, received a non-refundable contingent fee from the Company of
$516 thousand
(less expenses, the amount was
$500 thousand
).
|
•
|
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.
|
•
|
We have appointed Robert D. Sznewajs, current Chair of the Joint Audit Committee of the Board of Directors (the Board), to the position of Chairman of the Board - thereby separating the role of Chairman of the Board and Chief Executive Officer. This followed the resignation of Steven A. Sugarman from the Board and his position of President and Chief Executive Officer
|
•
|
We have established an interim “Office of the CEO/President.” The Office of the CEO/President is composed of Hugh Boyle, Chief Risk Officer, who has additionally assumed the title of Interim Chief Executive Officer, and J. Francisco A. Turner, Chief Strategy Officer and Principal Financial Officer who has assumed the title of Interim President and Chief Financial Officer. We believe this change in management has resulted in a change in the tone at the top and a renewed emphasis on compliance and control
|
•
|
We have eliminated the lead independent and vice chair roles and appointed new independent Board members, Richard Lashley and W. Kirk Wycoff, to fill the vacancy created by the resignation of Mr. Sugarman and the retirement of Chad T. Brownstein
|
•
|
We have improved our Disclosure Controls and Procedures by implementing a new Disclosure Controls and Procedure Policy which expands internal approval requirements for public statements, and we revised the Company’s Disclosure Committee charter. In addition, we have enhanced resources related to the Company’s Sarbanes-Oxley program by terminating the Director of Financial Controls and engaging a new Sarbanes-Oxley outsourcing vendor. Our Chief Accounting Officer, who began during the quarter ended September 30, 2016, will oversee the program going forward which will be subject to monitoring activities performed by the Company’s Internal Audit division
|
•
|
We have enhanced the efficiency and transparency of our Board committees by eliminating the Executive Committee of the Board, and separating and appointing new members to the Compensation and Nominating/Governance Committees into two separate committees
|
•
|
We have approved a new Policy to tighten controls on Outside Business Activities, and a new Policy to add rigor to the review of Related Party Transactions
|
•
|
We revised our Public Communications Policy to enhance the level of diligence and review in connection with our public disclosures and external communications
|
•
|
We will further enhance our risk assessment and monitoring activities by implementing new training activities, hiring additional capable resources, improving our certification and sub-certification quarterly processes, and enhancing our Risk and Fraud Risk assessment processes to ensure appropriate resources and controls are in place to mitigate risks are commensurate with the risk assessment
|
•
|
We will continue to strengthen our governance and controls by further developing consistent, standardized and repeatable desktop procedures for all financial controls and processes
|
|
|
|
/s/ Hugh Boyle
|
|
/s/ J. Francisco A. Turner
|
Hugh Boyle
Interim Chief Executive Officer
|
|
J. Francisco A. Turner
Interim President and Chief Financial Officer
|
|
/s/ KPMG LLP
KPMG LLP
|
Plan Category
|
Number of Securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants
and rights
(1)
|
|
Number of Securities remaining available for future issuance under equity compensation
plans
(2)
|
||||
Equity compensation plans approved by security holders
|
3,307,638
|
|
|
$
|
11.61
|
|
|
1,432,221
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
$
|
—
|
|
|
—
|
|
(1)
|
The exercise price of included warrants to purchase 780,000 shares of non-voting common stock is subject to certain adjustments.
|
(2)
|
The 2013 Omnibus Stock Incentive Plan provides that the aggregate number of shares of Company common stock that may be subject to awards under the 2013 Omnibus Stock Incentive Plan will be 20 percent of the then outstanding shares of Company common stock (the Share Limit), provided that in no event will the Share Limit be less than the greater of 2,384,711 shares of Company common stock and the aggregate number of shares of Company common stock with respect to which awards have been properly granted under the 2013 Omnibus Plan up to that point in time.
|
(a)(2)
|
Financial Statement Schedule: All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable.
|
(a)(3)
|
Exhibits
|
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
|
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)
|
|
|
|
3.12
|
Fourth Amended and Restated Bylaws of the Registrant
|
(ii)
|
|
|
|
3.12A
|
Amendment No. 1 to Fourth Amended and Restated Bylaws of the Registrant
|
(ww)
|
|
|
|
3.12B
|
Amendment No. 2 to Fourth Amended and Restated Bylaws of the Registrant
|
(xx)
|
|
|
|
3.12C
|
Amendment No. 3 to Fourth Amended and Restated Bylaws of the Registrant
|
(yy)
|
|
|
|
3.12D
|
Amendment No. 4 to Fourth Amended and Restated Bylaws of the Registrant
|
(aaa)
|
|
|
|
3.13
|
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)
|
|
|
|
10.1G
|
Employment Separation Agreement and Release, dated as of January 23, 2017, by and among the Registrant, Banc of California, N.A. and Steven A. Sugarman
|
(zz)
|
|
|
|
10.2
|
Reserved
|
|
|
|
|
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.
|
(vv)
|
|
|
|
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.
|
(vv)
|
|
|
|
10.30
|
Separation Agreement and Release, dated as of February 8, 2017, by and between the Registrant and Chad T. Brownstein
|
10.30
|
|
|
|
10.31
|
Cooperation Agreement, dated as of February 8, 2017, by and between the Registrant and PL Capital Advisors, LLC
|
(aaa)
|
|
|
|
11.0
|
Statement regarding computation of per share earnings
|
(bbb)
|
|
|
|
12.0
|
Statement regarding ratio of earnings to combined fixed charges
|
12.0
|
|
|
|
18.0
|
Letter regarding change in accounting principles
|
None
|
|
|
|
21.0
|
Subsidiaries of the Registrant
|
21.0
|
|
|
|
22.0
|
Published report regarding matters submitted to vote of security holders
|
None
|
|
|
|
23.0
|
Consent of KPMG LLP
|
23.0
|
|
|
|
24.0
|
Power of Attorney
|
(ccc)
|
|
|
|
31.1
|
Rule 13a-14(a) Certification (Principal Executive Officer)
|
31.1
|
|
|
|
31.2
|
Rule 13a-14(a) Certification (Principal 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 Annual Report on Form 10-K for the year ended December 31, 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 (Loss); (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)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and incorporated herein by reference.
|
(ww)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on July 1, 2016 and incorporated herein by reference.
|
(xx)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on November 16, 2016 and incorporated herein by reference.
|
(yy)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on January 13, 2017 and incorporated herein by reference.
|
(zz)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on January 25, 2017 and incorporated herein by reference.
|
(aaa)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February 8, 2017 and incorporated herein by reference.
|
(bbb)
|
Refer to Note 21 of the Notes to Consolidated Financial Statements contained in Item 8.
|
(ccc)
|
Included on signatory pages of this report.
|
|
|
BANC OF CALIFORNIA, INC.
|
|
|
|
Date: March 1, 2017
|
|
/s/ Hugh Boyle
|
|
|
Hugh Boyle
|
|
|
Interim Chief Executive Officer
|
|
|
(Duly Authorized Representative)
|
Date: March 1, 2017
|
|
/s/ Hugh Boyle
|
|
|
Hugh Boyle
|
|
|
Interim Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: March 1, 2017
|
|
/s/ J. Francisco A. Turner
|
|
|
J. Francisco A. Turner
|
|
|
Interim President/Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: March 1, 2017
|
|
/s/ Albert J. Wang
|
|
|
Albert J. Wang
|
|
|
Executive Vice President/Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
Date: March 1, 2017
|
|
/s/ Robert Sznewajs
|
|
|
Robert Sznewajs, Chairman of the Board of Directors
|
|
|
|
Date: March 1, 2017
|
|
/s/ Eric Holoman
|
|
|
Eric Holoman, Director
|
|
|
|
Date: March 1, 2017
|
|
/s/ Halle Benett
|
|
|
Halle Benett, Director
|
|
|
|
Date: March 1, 2017
|
|
/s/ Jeffrey Karish
|
|
|
Jeffrey Karish, Director
|
|
|
|
Date: March 1, 2017
|
|
/s/ Jonah Schnel
|
|
|
Jonah Schnel, Director
|
|
|
|
Date: March 1, 2017
|
|
/s/ Richard Lashley
|
|
|
Richard Lashley, Director
|
|
|
|
Date: March 1, 2017
|
|
|
|
|
W. Kirk Wycoff, Director
|
1.
|
In consideration of the benefits conferred to Chad T. Brownstein (the “Director”) under the Restricted Stock Agreements and the Nonqualified Option Agreements (the “Equity Agreements”) by and between the Director and Banc of California, Inc. (the “Corporation”), upon a Qualifying Termination of Service (as defined in the Equity Agreements), the Director for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Corporation and its subsidiaries, affiliates and divisions (the “Affiliated Entities”) and their respective predecessors and successors and their respective, current and former, trustees, officers, directors, partners, shareholders, agents, employees, consultants, independent contractors and representatives, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Releasees”), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, or any other unlawful criterion or circumstance, relating to the Director’s service through the date of such Qualifying Termination of Service or termination of such service, which the Director and Releasors had, now have, or may have in the future against each or any of the Releasees from the beginning of the world until the date hereof (the “Execution Date”).
|
2.
|
Notwithstanding anything else herein to the contrary, this General Release shall not affect: the obligations of the Corporation set forth in the Equity Agreements or other obligations that, in each case, by their terms, are to be performed after the date hereof (including, without limitation, obligations to the Director under any pension plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with their terms); obligations to indemnify the Director respecting acts or omissions in connection with the Director’s service as a director, officer or employee of the Affiliated Entities; obligations with respect to insurance coverage under any of the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies; or any right the Director may have to obtain contribution in the event of the entry of judgment against the Director as a result of any act or failure to act for which both the Director and any of the Affiliated Entities are jointly responsible.
|
3.
|
This General Release shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of California, without reference to its principles of conflict of laws.
|
4.
|
Other than Director’s rights to indemnification and advancement, the Director represents and warrants that he is not aware of any claim by him other than the claims that are released by this General Release. The Director further acknowledges that he may hereafter discover claims or facts in addition to or different than those which he now knows or believes to exist with respect to the subject matter of this General Release and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and the Director’s decision to enter into it. Nevertheless, the Director hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts and the Director hereby expressly waives any and all rights and benefits confirmed upon him by the provisions of California Civil Code Section 1542, which provides as follows:
|
5.
|
Being aware of such provisions of law, the Director agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect in any other jurisdiction determined by a court of competent jurisdiction to apply.
|
6.
|
It is the intention of the parties hereto that the provisions of this General Release shall be enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the General Release. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this General Release shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of this General Release in order to render the same valid and enforceable.
|
7.
|
This General Release may not be orally canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and signed by both parties to the General Release.
|
8.
|
In the event of the breach or a threatened breach by the Director of any of the provisions of this General Release, the Corporation would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Corporation shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof without posting a bond or other security.
|
9.
|
Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.
|
|
Year Ended December 31,
|
||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
Ratio of earnings to fixed charges:
|
|
|
|
|
|
|
|
|
|
Excluding interest on deposits
|
6.78x
|
|
5.43x
|
|
2.73x
|
|
1.55x
|
|
2.54x
|
Including interest on deposits
|
3.21x
|
|
3.05x
|
|
1.60x
|
|
1.21x
|
|
1.57x
|
Ratio of earnings to combined fixed charges and preferred stock dividends:
|
|
|
|
|
|
|
|
|
|
Excluding interest on deposits
|
2.85x
|
|
3.09x
|
|
1.83x
|
|
1.12x
|
|
1.53x
|
Including interest on deposits
|
2.10x
|
|
2.26x
|
|
1.36x
|
|
1.05x
|
|
1.26x
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
1. Income (loss) before income tax
|
$
|
149,406
|
|
|
$
|
104,266
|
|
|
$
|
26,466
|
|
|
$
|
7,908
|
|
|
$
|
6,475
|
|
2. Add: Interest expense
|
59,499
|
|
|
42,621
|
|
|
32,862
|
|
|
23,282
|
|
|
8,479
|
|
|||||
3. Earnings including interest on deposits
|
208,905
|
|
|
146,887
|
|
|
59,328
|
|
|
31,190
|
|
|
14,954
|
|
|||||
4. Less: Interest expense on deposits
|
40,220
|
|
|
25,783
|
|
|
24,411
|
|
|
16,051
|
|
|
5,960
|
|
|||||
5. Earnings excluding interest on deposits
|
$
|
168,685
|
|
|
$
|
121,104
|
|
|
$
|
34,917
|
|
|
$
|
15,139
|
|
|
$
|
8,994
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
6. Interest expense (Line 2)
|
$
|
59,499
|
|
|
$
|
42,621
|
|
|
$
|
32,862
|
|
|
$
|
23,282
|
|
|
$
|
8,479
|
|
7. Interest portion on rental expense
|
5,589
|
|
|
5,460
|
|
|
4,331
|
|
|
2,532
|
|
|
1,025
|
|
|||||
8. Including interest on deposits and capitalized interest
|
65,088
|
|
|
48,081
|
|
|
37,193
|
|
|
25,814
|
|
|
9,504
|
|
|||||
9. Less interest expense on deposits (Line 4)
|
40,220
|
|
|
25,783
|
|
|
24,411
|
|
|
16,051
|
|
|
5,960
|
|
|||||
10. Total fixed charges, excluding interest on deposits
|
$
|
24,868
|
|
|
$
|
22,298
|
|
|
$
|
12,782
|
|
|
$
|
9,763
|
|
|
$
|
3,544
|
|
Fixed charges and preferred stock dividends:
|
|
|
|
|
|
|
|
|
|
||||||||||
11. Interest expense (Line 2)
|
$
|
59,499
|
|
|
$
|
42,621
|
|
|
$
|
32,862
|
|
|
$
|
23,282
|
|
|
$
|
8,479
|
|
12. Interest portion on rental expense
|
5,589
|
|
|
5,460
|
|
|
4,331
|
|
|
2,532
|
|
|
1,025
|
|
|||||
13. Preferred stock dividends
(1)
|
34,334
|
|
|
16,936
|
|
|
6,276
|
|
|
3,767
|
|
|
2,343
|
|
|||||
14. Including interest on deposits, capitalized interest and preferred stock dividends
|
99,422
|
|
|
65,017
|
|
|
43,469
|
|
|
29,581
|
|
|
11,847
|
|
|||||
15. Less interest expense on deposits (Line 4)
|
40,220
|
|
|
25,783
|
|
|
24,411
|
|
|
16,051
|
|
|
5,960
|
|
|||||
16. Total fixed charges and preferred stock dividends, excluding interest on deposits
|
$
|
59,202
|
|
|
$
|
39,234
|
|
|
$
|
19,058
|
|
|
$
|
13,530
|
|
|
$
|
5,887
|
|
Ratio of earnings to fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Excluding interest on deposits (Line 5 divided by Line 10)
|
6.78
|
|
5.43
|
|
2.73
|
|
1.55
|
|
2.54
|
||||||||||
Including interest on deposits (Line 3 divided by Line 8)
|
3.21
|
|
3.05
|
|
1.60
|
|
1.21
|
|
1.57
|
||||||||||
Deficiency
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Ratio of earnings to fixed charges and preferred stock dividends:
|
|
|
|
|
|
|
|
|
|
||||||||||
Excluding interest on deposits (Line 5 divided by Line 16)
|
2.85
|
|
3.09
|
|
1.83
|
|
1.12
|
|
1.53
|
||||||||||
Including interest on deposits (Line 3 divided by Line 14)
|
2.10
|
|
2.26
|
|
1.36
|
|
1.05
|
|
1.26
|
||||||||||
Deficiency
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
/s/ KPMG LLP
KPMG LLP
|
1.
|
I have reviewed this annual report on Form 10-K 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: March 1, 2017
|
|
/s/ Hugh Boyle
|
|
|
Hugh Boyle
|
|
|
Interim Chief Executive Officer
(Principal Executive Officer) |
1.
|
I have reviewed this annual report on Form 10-K 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: March 1, 2017
|
|
/s/ J. Francisco A. Turner
|
|
|
J. Francisco A. Turner
|
|
|
Interim President/Chief Financial Officer
(Principal Financial Officer) |
Date: March 1, 2017
|
|
/s/ Hugh Boyle
|
|
|
Hugh Boyle
|
|
|
Interim Chief Executive Officer
(Principal Executive Officer) |
|
|
|
Date: March 1, 2017
|
|
/s/ J. Francisco A. Turner
|
|
|
J. Francisco A. Turner
|
|
|
Interim President/Chief Financial Officer
(Principal Financial Officer) |