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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3 MacArthur Place, Santa Ana, California
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92707
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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
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Depositary Shares each representing a 1/40
th
Interest in a share of 8.00%
Non-Cumulative Perpetual Preferred Stock, Series C
|
|
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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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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Emerging growth company
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¨
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Page
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Part I
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Item 1.
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||
Item 1.A.
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||
Item 1.B.
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||
Item 2.
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||
Item 3.
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||
Item 4.
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||
Part II
|
|
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Item 5.
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||
Item 6.
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||
Item 7.
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||
Item 7.A.
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||
Item 8.
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Item 9.
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||
Item 9.A.
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Item 9.B.
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Part III
|
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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||
i.
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a pending investigation by the SEC may result in adverse findings, reputational damage, the imposition of sanctions, increased costs and other negative consequences;
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ii.
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management time and resources may be diverted to address the pending SEC investigation as well as any related litigation, litigation initiated by stockholders and other litigation, as well as the threat of litigation;
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iii.
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the costs and effects of litigation, including settlements and judgments;
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iv.
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our performance may be adversely affected by the management transition resulting from the resignation of our former chief executive officer, notwithstanding the hiring of our new chief executive officer, and the resignation of our former interim chief financial officer, notwithstanding the hiring of our new chief financial 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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vi.
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the disposition of the Banc Home Loans division that occurred during the first quarter of 2017 may adversely impact our revenues and profitability to the extent we are unable to replace its revenues or realize the expected cost savings of this transaction;
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vii.
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risks that funds obtained from capital raising activities will not be utilized efficiently or effectively;
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viii.
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a worsening of current economic conditions, as well as turmoil in the financial markets;
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ix.
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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 non-performing 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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x.
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the quality and composition of our securities portfolio;
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xi.
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changes in general economic conditions, either nationally or in our market areas, or in financial markets;
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xii.
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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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xiii.
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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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xiv.
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our ability to develop and maintain a core deposit base or other low cost funding sources necessary to fund our activities;
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xv.
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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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xvi.
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legislative or regulatory changes that adversely affect our business, including, without limitation, changes in tax laws and policies and changes in regulatory capital or other rules, as well as additional regulatory burdens, including those that result from our growth to over $10 billion in total assets;
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xvii.
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our ability to control operating costs and expenses;
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xviii.
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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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xix.
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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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xx.
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the network and computer systems on which we depend could fail or experience a security breach;
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xxi.
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our ability to attract and retain key members of our senior management team;
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xxii.
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increased competitive pressures among financial services companies;
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xxiii.
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changes in consumer spending, borrowing and saving habits;
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xxiv.
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adverse changes in the securities markets;
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xxv.
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earthquake, fire or other natural disasters affecting the condition of real estate collateral;
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xxvi.
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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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xxvii.
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the ability of key third party providers to perform their obligations to us;
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xxviii.
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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 (FASB) 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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xxix.
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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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xxx.
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war or terrorist activities; and
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xxxi.
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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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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 with an exception of SFR mortgage loans that have been provided delegated authority within the approved credit policy. Above this threshold, credit approvals are made by the chief credit officer or an executive management credit committee of the Bank. The joint credit and enterprise risk committees 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 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, Multifamily 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 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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Demand for our products and services may decline;
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•
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Loan and lease delinquencies, problem assets and foreclosures may increase;
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•
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Collateral for our loans and leases may further decline in value; and
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•
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The amount of our low cost or noninterest-bearing deposits may decrease.
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•
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Cash flow of the borrower and/or the project being financed;
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•
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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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•
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The credit history of a particular borrower;
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•
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Changes in economic and industry conditions; and
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•
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The duration of the loan or lease.
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•
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An ongoing review of the quality, size and diversity of the loan and lease portfolio;
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•
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Evaluation of non-performing loans and leases;
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•
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Historical default and loss experience;
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•
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Historical recovery experience;
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•
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Existing economic conditions;
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•
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Risk characteristics of the various classifications of loans and leases; and
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•
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The amount and quality of collateral, including guarantees, securing the loans and leases.
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•
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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's assets exceed the $10 billion threshold.
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•
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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 smaller institutions, which results in institutions with assets that exceed the $10 billion threshold paying higher assessments. In addition, the FDIC applies the large bank scorecard method to institutions with assets that exceed the $10 billion threshold. 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 withstand asset-related stress and funding-related stress and weighted ratings of under the safety and soundness ratings ascribed under the regulatory rating system and assigned based on a supervisory authority’s analysis of a bank’s financial statements and on-site examinations. The loss severity score is a measure of potential losses to the FDIC in the event of the bank’s failure. Under a formula, the performance score and loss severity score are combined and converted to a total score that determines the bank’s initial base assessment rate. The FDIC has the discretion to alter the total score based on factors not captured by the scorecard. The resulting initial base assessment rate is also subject to adjustments downward based on long-term unsecured debt issued by the bank, to adjustment upward based on long-term unsecured debt held by the bank that is issued by other FDIC-insured institutions, and to further adjustment upward if the bank’s brokered deposits exceed 10 percent of its domestic deposits.
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•
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The Bank also is affected by the Durbin Amendment to the Dodd-Frank Act regarding limits on debit card interchange fees. The Durbin Amendment gave the FRB 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 FRB 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.
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•
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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 requirements began applying to the Company on January 1, 2018.
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•
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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 Company became subject to the DFAST regime on January 1, 2018.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 must review the Company’s policies and procedures at least annually. The Company is required to report the results of its annual stress tests to the OCC and the Federal Reserve, publicly disclose the results and consider the results as part of its capital planning and risk management practices. The Company is planning actions to achieve timely compliance.
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•
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It could affect our ability to satisfy our financial obligations, including those relating to the senior 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, 2017
|
$
|
23.05
|
|
|
$
|
19.65
|
|
|
$
|
0.13
|
|
Quarter ended September 30, 2017
|
$
|
22.10
|
|
|
$
|
17.15
|
|
|
$
|
0.13
|
|
Quarter ended June 30, 2017
|
$
|
22.60
|
|
|
$
|
19.90
|
|
|
$
|
0.13
|
|
Quarter ended March 31, 2017
|
$
|
20.95
|
|
|
$
|
14.65
|
|
|
$
|
0.13
|
|
Total
|
|
|
|
|
$
|
0.52
|
|
||||
|
|
||||||||||
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
|
|
|
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, 2017 to October 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
From November 1, 2017 to November 30, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
From December 1, 2017 to December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
December 31,
|
||||||||||||||||||||||
Index
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Banc of California, Inc.
|
|
$
|
100.00
|
|
|
$
|
113.44
|
|
|
$
|
101.07
|
|
|
$
|
133.69
|
|
|
$
|
163.04
|
|
|
$
|
199.03
|
|
NYSE Composite
|
|
$
|
100.00
|
|
|
$
|
123.18
|
|
|
$
|
128.37
|
|
|
$
|
120.13
|
|
|
$
|
130.95
|
|
|
$
|
151.70
|
|
S&P 500 Financials
|
|
$
|
100.00
|
|
|
$
|
135.63
|
|
|
$
|
156.25
|
|
|
$
|
153.87
|
|
|
$
|
188.94
|
|
|
$
|
230.85
|
|
KBW Bank Index
|
|
$
|
100.00
|
|
|
$
|
135.06
|
|
|
$
|
144.81
|
|
|
$
|
142.51
|
|
|
$
|
179.00
|
|
|
$
|
208.09
|
|
|
|
Year Ended December
31,
|
||||||||||
Index
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||
Banc of California, Inc.
|
|
(11
|
)%
|
|
32
|
%
|
|
22
|
%
|
|
22
|
%
|
NYSE Composite
|
|
4
|
%
|
|
(6
|
)%
|
|
9
|
%
|
|
16
|
%
|
S&P 500 Financials
|
|
15
|
%
|
|
(2
|
)%
|
|
23
|
%
|
|
22
|
%
|
KBW Bank Index
|
|
7
|
%
|
|
(2
|
)%
|
|
26
|
%
|
|
16
|
%
|
|
|
As of or For the Year Ended December
31,
|
||||||||||||||||||
($ in thousands, except per share data)
|
|
2017
|
|
2016
(7)
|
|
2015
|
|
2014
(8)
|
|
2013
(9)
|
||||||||||
Selected financial condition data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
10,327,852
|
|
|
$
|
11,029,853
|
|
|
$
|
8,235,555
|
|
|
$
|
5,971,297
|
|
|
$
|
3,627,862
|
|
Cash and cash equivalents
|
|
387,699
|
|
|
439,510
|
|
|
156,124
|
|
|
231,199
|
|
|
110,118
|
|
|||||
Loans and leases receivable, net
|
|
6,610,074
|
|
|
5,994,308
|
|
|
5,148,861
|
|
|
3,919,642
|
|
|
2,427,306
|
|
|||||
Loans held-for-sale
|
|
67,069
|
|
|
298,018
|
|
|
293,264
|
|
|
918,036
|
|
|
524,120
|
|
|||||
Other real estate owned, net
|
|
1,796
|
|
|
2,502
|
|
|
1,097
|
|
|
423
|
|
|
—
|
|
|||||
Securities available-for-sale
|
|
2,575,469
|
|
|
2,381,488
|
|
|
833,596
|
|
|
345,695
|
|
|
170,022
|
|
|||||
Securities held-to-maturity
|
|
—
|
|
|
884,234
|
|
|
962,203
|
|
|
—
|
|
|
—
|
|
|||||
Bank owned life insurance
|
|
104,851
|
|
|
102,512
|
|
|
100,171
|
|
|
19,095
|
|
|
18,881
|
|
|||||
Time deposits in financial institutions
|
|
—
|
|
|
1,000
|
|
|
1,500
|
|
|
1,900
|
|
|
1,846
|
|
|||||
FHLB and other bank stock
|
|
75,654
|
|
|
67,842
|
|
|
59,069
|
|
|
42,241
|
|
|
22,600
|
|
|||||
Assets of discontinued operations
|
|
38,900
|
|
|
482,494
|
|
|
420,050
|
|
|
300,872
|
|
|
220,993
|
|
|||||
Deposits
|
|
7,292,903
|
|
|
9,142,150
|
|
|
6,303,085
|
|
|
4,671,831
|
|
|
2,918,644
|
|
|||||
Total borrowings
|
|
1,867,941
|
|
|
733,300
|
|
|
1,191,876
|
|
|
726,569
|
|
|
332,320
|
|
|||||
Liabilities of discontinued operations
|
|
7,819
|
|
|
34,480
|
|
|
20,856
|
|
|
14,853
|
|
|
7,151
|
|
|||||
Total stockholders' equity
|
|
1,012,308
|
|
|
980,239
|
|
|
652,405
|
|
|
503,315
|
|
|
324,708
|
|
|||||
Selected operations data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total interest income
|
|
$
|
389,190
|
|
|
$
|
369,844
|
|
|
$
|
253,807
|
|
|
$
|
179,645
|
|
|
$
|
112,712
|
|
Total interest expense
|
|
85,000
|
|
|
59,499
|
|
|
42,621
|
|
|
32,862
|
|
|
23,282
|
|
|||||
Net interest income
|
|
304,190
|
|
|
310,345
|
|
|
211,186
|
|
|
146,783
|
|
|
89,430
|
|
|||||
Provision for loan and lease losses
|
|
13,699
|
|
|
5,271
|
|
|
7,469
|
|
|
10,976
|
|
|
7,963
|
|
|||||
Total noninterest income
|
|
44,670
|
|
|
98,630
|
|
|
75,748
|
|
|
49,173
|
|
|
28,426
|
|
|||||
Total noninterest expense
|
|
308,268
|
|
|
303,215
|
|
|
210,299
|
|
|
170,285
|
|
|
105,492
|
|
|||||
Income from continuing operations before income taxes
|
|
26,893
|
|
|
100,489
|
|
|
69,166
|
|
|
14,695
|
|
|
4,401
|
|
|||||
Income tax (benefit) expense
|
|
(26,581
|
)
|
|
13,749
|
|
|
28,048
|
|
|
(8,102
|
)
|
|
7,060
|
|
|||||
Income (loss) from continuing operations
|
|
53,474
|
|
|
86,740
|
|
|
41,118
|
|
|
22,797
|
|
|
(2,659
|
)
|
|||||
Income from discontinued operations before income taxes
|
|
7,164
|
|
|
48,917
|
|
|
35,100
|
|
|
11,771
|
|
|
3,507
|
|
|||||
Income tax expense
|
|
2,929
|
|
|
20,241
|
|
|
14,146
|
|
|
4,363
|
|
|
932
|
|
|||||
Income from discontinued operations
|
|
4,235
|
|
|
28,676
|
|
|
20,954
|
|
|
7,408
|
|
|
2,575
|
|
|||||
Net income (loss)
|
|
57,709
|
|
|
115,416
|
|
|
62,072
|
|
|
30,205
|
|
|
(84
|
)
|
|||||
Dividends paid on preferred stock
|
|
20,451
|
|
|
19,914
|
|
|
9,823
|
|
|
3,640
|
|
|
2,185
|
|
|||||
Net income (loss) available to common stockholders
|
|
37,258
|
|
|
95,502
|
|
|
52,249
|
|
|
26,565
|
|
|
(2,269
|
)
|
|||||
Basic earnings per total common share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
0.64
|
|
|
$
|
1.36
|
|
|
$
|
0.79
|
|
|
$
|
0.65
|
|
|
$
|
(0.32
|
)
|
Income from discontinued operations
|
|
$
|
0.08
|
|
|
$
|
0.61
|
|
|
$
|
0.57
|
|
|
$
|
0.26
|
|
|
$
|
0.17
|
|
Net income (loss)
|
|
$
|
0.72
|
|
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
$
|
0.91
|
|
|
$
|
(0.15
|
)
|
Diluted earnings per total common share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
0.63
|
|
|
$
|
1.34
|
|
|
$
|
0.78
|
|
|
$
|
0.64
|
|
|
$
|
(0.32
|
)
|
Income from discontinued operations
|
|
$
|
0.08
|
|
|
$
|
0.60
|
|
|
$
|
0.56
|
|
|
$
|
0.26
|
|
|
$
|
0.17
|
|
Net income (loss)
|
|
$
|
0.71
|
|
|
$
|
1.94
|
|
|
$
|
1.34
|
|
|
$
|
0.90
|
|
|
$
|
(0.15
|
)
|
|
|
As of or For the Year Ended December
31,
|
||||||||||||||||||
($ in thousands, except per share data)
|
|
2017
|
|
2016
(7)
|
|
2015
|
|
2014
(8)
|
|
2013
(9)
|
||||||||||
Performance ratios of consolidated operations:
(
1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
|
0.55
|
%
|
|
1.12
|
%
|
|
0.94
|
%
|
|
0.69
|
%
|
|
—
|
%
|
|||||
Return on average equity
|
|
5.72
|
%
|
|
12.73
|
%
|
|
10.14
|
%
|
|
7.31
|
%
|
|
(0.03
|
)%
|
|||||
Return on average tangible common equity
(2)
|
|
5.79
|
%
|
|
16.97
|
%
|
|
14.22
|
%
|
|
10.10
|
%
|
|
0.08
|
%
|
|||||
Dividend payout ratio
(3)
|
|
72.22
|
%
|
|
24.87
|
%
|
|
35.29
|
%
|
|
52.75
|
%
|
|
—
|
%
|
|||||
Net interest spread
|
|
2.92
|
%
|
|
3.15
|
%
|
|
3.35
|
%
|
|
3.54
|
%
|
|
3.49
|
%
|
|||||
Net interest margin
(4)
|
|
3.11
|
%
|
|
3.30
|
%
|
|
3.52
|
%
|
|
3.72
|
%
|
|
3.67
|
%
|
|||||
Noninterest expense to average total assets
|
|
3.50
|
%
|
|
4.28
|
%
|
|
5.02
|
%
|
|
6.06
|
%
|
|
6.42
|
%
|
|||||
Efficiency ratio
(5)
|
|
88.52
|
%
|
|
74.11
|
%
|
|
74.83
|
%
|
|
87.56
|
%
|
|
91.82
|
%
|
|||||
Efficiency ratio as adjusted
(2),
(5)
|
|
77.18
|
%
|
|
67.13
|
%
|
|
74.83
|
%
|
|
87.56
|
%
|
|
91.82
|
%
|
|||||
Average interest-earning assets to average interest-bearing liabilities
|
|
122.66
|
%
|
|
123.80
|
%
|
|
125.29
|
%
|
|
122.06
|
%
|
|
121.07
|
%
|
|||||
Asset quality ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan and lease losses (ALLL)
|
|
$
|
49,333
|
|
|
$
|
40,444
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
|
$
|
18,805
|
|
Non-performing loans and leases
|
|
19,382
|
|
|
14,942
|
|
|
45,129
|
|
|
38,381
|
|
|
31,648
|
|
|||||
Non-performing assets
|
|
21,178
|
|
|
17,444
|
|
|
46,226
|
|
|
38,804
|
|
|
31,648
|
|
|||||
Non-performing assets to total assets
|
|
0.21
|
%
|
|
0.16
|
%
|
|
0.56
|
%
|
|
0.65
|
%
|
|
0.87
|
%
|
|||||
ALLL to non-performing loans and leases
|
|
254.53
|
%
|
|
270.67
|
%
|
|
78.74
|
%
|
|
76.81
|
%
|
|
59.42
|
%
|
|||||
ALLL to total loans and leases
|
|
0.74
|
%
|
|
0.67
|
%
|
|
0.69
|
%
|
|
0.75
|
%
|
|
0.77
|
%
|
|||||
Capital Ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average equity to average assets
|
|
9.58
|
%
|
|
8.77
|
%
|
|
9.25
|
%
|
|
9.51
|
%
|
|
9.55
|
%
|
|||||
Total stockholders' equity to total assets
|
|
9.80
|
%
|
|
8.89
|
%
|
|
7.92
|
%
|
|
8.43
|
%
|
|
8.95
|
%
|
|||||
Tangible common equity (TCE) to tangible assets
(2)
|
|
6.78
|
%
|
|
6.00
|
%
|
|
4.93
|
%
|
|
6.20
|
%
|
|
5.65
|
%
|
|||||
Book value per common share
|
|
$
|
14.69
|
|
|
$
|
14.25
|
|
|
$
|
12.14
|
|
|
$
|
12.17
|
|
|
$
|
12.15
|
|
TCE per common share
(2)
|
|
$
|
13.77
|
|
|
$
|
13.19
|
|
|
$
|
10.60
|
|
|
$
|
10.53
|
|
|
$
|
10.05
|
|
Book value per common share and per common share issuable under purchase contracts
|
|
$
|
14.69
|
|
|
$
|
14.20
|
|
|
$
|
11.95
|
|
|
$
|
11.51
|
|
|
$
|
12.15
|
|
TCE per common shares and per common share issuable under purchase contracts
(2)
|
|
$
|
13.77
|
|
|
$
|
13.14
|
|
|
$
|
10.44
|
|
|
$
|
9.97
|
|
|
$
|
10.05
|
|
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total risk-based capital ratio
|
|
14.56
|
%
|
|
13.70
|
%
|
|
11.18
|
%
|
|
11.28
|
%
|
|
12.45
|
%
|
|||||
Tier 1 risk-based capital ratio
|
|
13.79
|
%
|
|
13.22
|
%
|
|
10.71
|
%
|
|
10.54
|
%
|
|
11.41
|
%
|
|||||
Common equity tier 1 capital ratio
(6)
|
|
9.92
|
%
|
|
9.44
|
%
|
|
7.36
|
%
|
|
N/A
|
|
|
N/A
|
|
|||||
Tier 1 leverage ratio
|
|
9.39
|
%
|
|
8.17
|
%
|
|
8.07
|
%
|
|
8.57
|
%
|
|
8.02
|
%
|
|||||
Banc of California, N.A.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total risk-based capital ratio
|
|
16.56
|
%
|
|
14.73
|
%
|
|
13.45
|
%
|
|
12.04
|
%
|
|
14.65
|
%
|
|||||
Tier 1 risk-based capital ratio
|
|
15.78
|
%
|
|
14.12
|
%
|
|
12.79
|
%
|
|
11.29
|
%
|
|
13.60
|
%
|
|||||
Common equity tier 1 capital ratio
(6)
|
|
15.78
|
%
|
|
14.12
|
%
|
|
12.79
|
%
|
|
N/A
|
|
|
N/A
|
|
|||||
Tier 1 leverage ratio
|
|
10.67
|
%
|
|
8.71
|
%
|
|
9.64
|
%
|
|
9.17
|
%
|
|
9.58
|
%
|
(1)
|
Consolidated operations include both continuing and discontinued operations.
|
(2)
|
Non-GAAP measure. See non-GAAP measures for reconciliation of the calculation.
|
(3)
|
Ratio of dividends declared per common share to basic earnings per common share.
|
(4)
|
Net interest income divided by average interest-earning assets.
|
(5)
|
Efficiency ratio represents noninterest expense as a percentage of net interest income plus noninterest income.
|
(6)
|
Common equity tier 1 capital ratio became required from 2015.
|
(7)
|
The Company completed its sale of The Palisades Group on May
5, 2016.
|
(8)
|
The Company completed its acquisitions of RenovationReady and the Banco Popular North America's Southern California branches (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.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Average total stockholders' equity
|
|
$
|
1,008,995
|
|
|
$
|
906,831
|
|
|
$
|
612,393
|
|
|
$
|
413,454
|
|
|
$
|
264,818
|
|
Less average preferred stock
|
|
(269,071
|
)
|
|
(267,054
|
)
|
|
(161,288
|
)
|
|
(79,877
|
)
|
|
(56,284
|
)
|
|||||
Less average goodwill
|
|
(37,656
|
)
|
|
(39,244
|
)
|
|
(33,541
|
)
|
|
(32,326
|
)
|
|
(15,872
|
)
|
|||||
Less average other intangible assets
|
|
(11,375
|
)
|
|
(16,654
|
)
|
|
(22,222
|
)
|
|
(11,739
|
)
|
|
(9,580
|
)
|
|||||
Average tangible common equity
|
|
$
|
690,893
|
|
|
$
|
583,879
|
|
|
$
|
395,342
|
|
|
$
|
289,512
|
|
|
$
|
183,082
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
|
$
|
57,709
|
|
|
$
|
115,416
|
|
|
$
|
62,072
|
|
|
$
|
30,205
|
|
|
$
|
(84
|
)
|
Less preferred stock dividends
|
|
(20,451
|
)
|
|
(19,914
|
)
|
|
(9,823
|
)
|
|
(3,640
|
)
|
|
(2,185
|
)
|
|||||
Add amortization of intangible assets
|
|
3,928
|
|
|
4,851
|
|
|
5,836
|
|
|
4,079
|
|
|
2,651
|
|
|||||
Add impairment on intangible assets
|
|
336
|
|
|
690
|
|
|
258
|
|
|
48
|
|
|
1,061
|
|
|||||
Less tax effect on amortization and impairment of intangible assets
(1)
|
|
(1,492
|
)
|
|
(1,939
|
)
|
|
(2,133
|
)
|
|
(1,445
|
)
|
|
(1,299
|
)
|
|||||
Adjusted net income
|
|
$
|
40,030
|
|
|
$
|
99,104
|
|
|
$
|
56,210
|
|
|
$
|
29,247
|
|
|
$
|
144
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average equity
|
|
5.72
|
%
|
|
12.73
|
%
|
|
10.14
|
%
|
|
7.31
|
%
|
|
(0.03
|
)%
|
|||||
Return on average tangible common equity
|
|
5.79
|
%
|
|
16.97
|
%
|
|
14.22
|
%
|
|
10.10
|
%
|
|
0.08
|
%
|
|
|
Year Ended December 31,
|
||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Noninterest expense
|
|
$
|
368,263
|
|
|
$
|
442,676
|
|
|
$
|
332,201
|
|
|
$
|
263,472
|
|
|
$
|
178,101
|
|
Loss on investments in alternative energy partnerships, net
|
|
(30,786
|
)
|
|
(31,510
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total adjusted noninterest expense
|
|
$
|
337,477
|
|
|
$
|
411,166
|
|
|
$
|
332,201
|
|
|
$
|
263,472
|
|
|
$
|
178,101
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
|
$
|
311,242
|
|
|
$
|
325,473
|
|
|
$
|
223,717
|
|
|
$
|
155,277
|
|
|
$
|
97,229
|
|
Noninterest income
|
|
104,777
|
|
|
271,880
|
|
|
220,219
|
|
|
145,637
|
|
|
96,743
|
|
|||||
Total revenue
|
|
416,019
|
|
|
597,353
|
|
|
443,936
|
|
|
300,914
|
|
|
193,972
|
|
|||||
Tax credit from investments in alternative energy partnerships
|
|
38,196
|
|
|
33,405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax expense from tax basis reduction on investments in alternative energy partnerships
|
|
(6,684
|
)
|
|
(5,846
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect on tax credit and deferred tax expense
(1)
|
|
20,531
|
|
|
19,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on investments in alternative energy partnerships, net
|
|
(30,786
|
)
|
|
(31,510
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total pre-tax adjustments for investments in alternative energy partnerships
|
|
21,257
|
|
|
15,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total adjusted revenue
|
|
$
|
437,276
|
|
|
$
|
612,482
|
|
|
$
|
443,936
|
|
|
$
|
300,914
|
|
|
$
|
193,972
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Efficiency ratio
|
|
88.52
|
%
|
|
74.11
|
%
|
|
74.83
|
%
|
|
87.56
|
%
|
|
91.82
|
%
|
|||||
Efficiency ratio as adjusted to include the pre-tax effect of investments in alternative energy partnerships
|
|
77.18
|
%
|
|
67.13
|
%
|
|
74.83
|
%
|
|
87.56
|
%
|
|
91.82
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effective tax rate utilized for calculating tax effect on tax credit and deferred tax expense
|
|
39.45
|
%
|
|
40.91
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
December 31,
|
||||||||||||||||||
($ in thousands, except per share data)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Total stockholders' equity
|
|
$
|
1,012,308
|
|
|
$
|
980,239
|
|
|
$
|
652,405
|
|
|
$
|
503,315
|
|
|
$
|
324,708
|
|
Less goodwill
|
|
(37,144
|
)
|
|
(39,244
|
)
|
|
(39,244
|
)
|
|
(31,591
|
)
|
|
(30,143
|
)
|
|||||
Less other intangible assets
|
|
(9,353
|
)
|
|
(13,617
|
)
|
|
(19,158
|
)
|
|
(25,252
|
)
|
|
(12,152
|
)
|
|||||
Less preferred stock
|
|
(269,071
|
)
|
|
(269,071
|
)
|
|
(190,750
|
)
|
|
(79,877
|
)
|
|
(79,877
|
)
|
|||||
Tangible common equity
|
|
$
|
696,740
|
|
|
$
|
658,307
|
|
|
$
|
403,253
|
|
|
$
|
366,595
|
|
|
$
|
202,536
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
10,327,852
|
|
|
$
|
11,029,853
|
|
|
$
|
8,235,555
|
|
|
$
|
5,971,297
|
|
|
$
|
3,627,862
|
|
Less goodwill
|
|
(37,144
|
)
|
|
(39,244
|
)
|
|
(39,244
|
)
|
|
(31,591
|
)
|
|
(30,143
|
)
|
|||||
Less other intangible assets
|
|
(9,353
|
)
|
|
(13,617
|
)
|
|
(19,158
|
)
|
|
(25,252
|
)
|
|
(12,152
|
)
|
|||||
Tangible assets
|
|
$
|
10,281,355
|
|
|
$
|
10,976,992
|
|
|
$
|
8,177,153
|
|
|
$
|
5,914,454
|
|
|
$
|
3,585,567
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total stockholders' equity to total assets
|
|
9.80
|
%
|
|
8.89
|
%
|
|
7.92
|
%
|
|
8.43
|
%
|
|
8.95
|
%
|
|||||
Tangible common equity to tangible assets
|
|
6.78
|
%
|
|
6.00
|
%
|
|
4.93
|
%
|
|
6.20
|
%
|
|
5.65
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock outstanding
|
|
50,083,345
|
|
|
49,695,299
|
|
|
38,002,267
|
|
|
34,190,740
|
|
|
19,561,469
|
|
|||||
Class B non-voting non-convertible common stock outstanding
|
|
508,107
|
|
|
201,922
|
|
|
37,355
|
|
|
609,195
|
|
|
584,674
|
|
|||||
Total common stock outstanding
|
|
50,591,452
|
|
|
49,897,221
|
|
|
38,039,622
|
|
|
34,799,935
|
|
|
20,146,143
|
|
|||||
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
|
|
50,591,452
|
|
|
50,085,963
|
|
|
38,640,921
|
|
|
36,782,116
|
|
|
20,146,143
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Book value per common share
|
|
$
|
14.69
|
|
|
$
|
14.25
|
|
|
$
|
12.14
|
|
|
$
|
12.17
|
|
|
$
|
12.15
|
|
TCE per common share
|
|
$
|
13.77
|
|
|
$
|
13.19
|
|
|
$
|
10.60
|
|
|
$
|
10.53
|
|
|
$
|
10.05
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Book value per common share and per common share issuable under purchase contracts
|
|
$
|
14.69
|
|
|
$
|
14.20
|
|
|
$
|
11.95
|
|
|
$
|
11.51
|
|
|
$
|
12.15
|
|
TCE per common share and per common share issuable under purchase contracts
|
|
$
|
13.77
|
|
|
$
|
13.14
|
|
|
$
|
10.44
|
|
|
$
|
9.97
|
|
|
$
|
10.05
|
|
(i)
|
identify the contract;
|
(ii)
|
identify the performance obligation in the contract;
|
(iii)
|
determine the transaction price;
|
(iv)
|
allocate the transaction price to the performance obligations; and
|
(v)
|
recognize revenue when (or as) the performance obligation is satisfied.
|
•
|
During the year ended
December 31, 2017
, the Company completed the sale of its Banc Home Loans division, which largely reflected the Company's Mortgage Banking segment. The Company determined that the sale of its Mortgage Banking segment met the criteria to be classified as a discontinued operation. This transaction advanced the Company's strategy to focus its business on core commercial banking opportunities in its California markets.
|
•
|
Return on average assets was
0.55 percent
and
1.12 percent
, respectively, and return on average tangible common equity was
5.79 percent
and
16.97 percent
, respectively, for the years ended
December 31, 2017
and
2016
.
|
•
|
Efficiency ratio was
88.52 percent
and
74.11 percent
, respectively, for the years ended
December 31, 2017
and
2016
. Efficiency ratio as adjusted to include the pre-tax effect of investments in alternative energy projects was
77.18 percent
for the year ended
December 31, 2017
, compared to
67.13 percent
for the year ended
December 31, 2016
. The change was mainly due to a decrease in noninterest income. During the year ended
December 31, 2016
, the Company recognized higher net gains on sale of securities available-for-sale and loans, advisory service fees and loan brokerage income as well as gain on sale of subsidiary and business unit.
|
•
|
Effective tax rate for continuing operations was
(98.8) percent
for the year ended
December 31, 2017
. The Company recognized an income tax benefit of
$2.1 million
for remeasurement of the Company’s deferred tax assets and liabilities as a result of the enactment of H.R. 1, originally known as the "Tax Cuts and Jobs Act", an income tax benefit of
$2.2 million
for excess tax benefits from stock compensation, and tax credits on investments in alternative energy partnerships of
$38.2 million
, partially offset by tax expense of
$6.7 million
from tax basis reduction related to investments in alternative energy partnerships for the year ended
December 31, 2017
.
|
•
|
Total investment securities, at amortized cost basis, were
$2.57 billion
at
December 31, 2017
,
a decrease
of
$713.8 million
, or
21.8 percent
, from
$3.28 billion
at
December 31, 2016
. The Company repositioned its securities available-for-sale portfolio to navigate a volatile rate environment by reducing the overall duration of the portfolio by selling certain longer-duration and fixed rate mortgage-backed securities and corporate debt securities. The proceeds from such sales were primarily used to fund loan originations.
|
•
|
Loans and leases receivable, net of ALLL, were
$6.61 billion
at
December 31, 2017
,
an increase
of
$615.8 million
, or
10.3 percent
, from
$5.99 billion
at
December 31, 2016
. The increase was due mainly to increased originations during the year ended December 31, 2017, partially offset by the sale of the Banc Home Loans division during the three months ended March
31, 2017 and the sale of seasoned SFR mortgage loan pools during the three months ended September
30, 2017.
|
•
|
Total deposits were
$7.29 billion
at
December 31, 2017
,
a decrease
of
$1.85 billion
, or
20.2 percent
, from
$9.14 billion
at
December 31, 2016
. The Company reduced its reliance on brokered and other high-rate and high-volatility deposits by replacing them with more predictable advances from FHLB with the goal of increasing core deposits to fund new loan originations.
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands, except per share data)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest and dividend income
|
|
$
|
389,190
|
|
|
$
|
369,844
|
|
|
$
|
253,807
|
|
Interest expense
|
|
85,000
|
|
|
59,499
|
|
|
42,621
|
|
|||
Net interest income
|
|
304,190
|
|
|
310,345
|
|
|
211,186
|
|
|||
Provision for loan and lease losses
|
|
13,699
|
|
|
5,271
|
|
|
7,469
|
|
|||
Noninterest income
|
|
44,670
|
|
|
98,630
|
|
|
75,748
|
|
|||
Noninterest expense
|
|
308,268
|
|
|
303,215
|
|
|
210,299
|
|
|||
Income from continuing operations before income taxes
|
|
26,893
|
|
|
100,489
|
|
|
69,166
|
|
|||
Income tax expense (benefit)
|
|
(26,581
|
)
|
|
13,749
|
|
|
28,048
|
|
|||
Income from continuing operations
|
|
53,474
|
|
|
86,740
|
|
|
41,118
|
|
|||
Income from discontinued operations before income taxes
|
|
7,164
|
|
|
48,917
|
|
|
35,100
|
|
|||
Income tax expense
|
|
2,929
|
|
|
20,241
|
|
|
14,146
|
|
|||
Income from discontinued operations
|
|
4,235
|
|
|
28,676
|
|
|
20,954
|
|
|||
Net income
|
|
57,709
|
|
|
115,416
|
|
|
62,072
|
|
|||
Preferred stock dividends
|
|
20,451
|
|
|
19,914
|
|
|
9,823
|
|
|||
Net income available to common stockholders
|
|
$
|
37,258
|
|
|
$
|
95,502
|
|
|
$
|
52,249
|
|
Basic earnings per total common share
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.64
|
|
|
$
|
1.36
|
|
|
$
|
0.79
|
|
Income from discontinued operations
|
|
0.08
|
|
|
0.61
|
|
|
0.57
|
|
|||
Net income
|
|
$
|
0.72
|
|
|
$
|
1.97
|
|
|
$
|
1.36
|
|
Diluted earnings per total common share
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.63
|
|
|
$
|
1.34
|
|
|
$
|
0.78
|
|
Income from discontinued operations
|
|
0.08
|
|
|
0.60
|
|
|
0.56
|
|
|||
Net income
|
|
$
|
0.71
|
|
|
$
|
1.94
|
|
|
$
|
1.34
|
|
|
|
Year Ended December 31, 2017
|
||||||||||
($ in thousands)
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
Total
|
||||||
Interest and dividend income
|
|
$
|
389,190
|
|
|
$
|
7,052
|
|
|
$
|
396,242
|
|
Interest expense
|
|
85,000
|
|
|
—
|
|
|
85,000
|
|
|||
Net interest income
|
|
304,190
|
|
|
7,052
|
|
|
311,242
|
|
|||
Provision for loan and lease losses
|
|
13,699
|
|
|
—
|
|
|
13,699
|
|
|||
Noninterest income
|
|
44,670
|
|
|
60,107
|
|
|
104,777
|
|
|||
Noninterest expense
|
|
308,268
|
|
|
59,995
|
|
|
368,263
|
|
|||
Income before income taxes
|
|
26,893
|
|
|
7,164
|
|
|
34,057
|
|
|||
Income tax expense (benefit)
|
|
(26,581
|
)
|
|
2,929
|
|
|
(23,652
|
)
|
|||
Net income
|
|
$
|
53,474
|
|
|
$
|
4,235
|
|
|
$
|
57,709
|
|
|
|
Year Ended December
31,
|
|||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||
($ in thousands)
|
|
Average Balance
|
|
Interest
|
|
Yield/Cost
|
|
Average Balance
|
|
Interest
|
|
Yield/Cost
|
|
Average Balance
|
|
Interest
|
|
Yield/Cost
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total loans and leases
(1)
|
|
$
|
6,531,069
|
|
|
$
|
288,123
|
|
|
4.41
|
%
|
|
$
|
6,780,826
|
|
|
$
|
296,996
|
|
|
4.38
|
%
|
|
$
|
5,300,237
|
|
|
$
|
241,556
|
|
|
4.56
|
%
|
Securities
|
|
2,954,235
|
|
|
99,742
|
|
|
3.38
|
%
|
|
2,711,112
|
|
|
79,527
|
|
|
2.93
|
%
|
|
776,256
|
|
|
20,263
|
|
|
2.61
|
%
|
||||||
Other interest-earning assets
(2)
|
|
516,832
|
|
|
8,377
|
|
|
1.62
|
%
|
|
380,832
|
|
|
8,449
|
|
|
2.22
|
%
|
|
276,823
|
|
|
4,519
|
|
|
1.63
|
%
|
||||||
Total interest-earning assets
|
|
10,002,136
|
|
|
396,242
|
|
|
3.96
|
%
|
|
9,872,770
|
|
|
384,972
|
|
|
3.90
|
%
|
|
6,353,316
|
|
|
266,338
|
|
|
4.19
|
%
|
||||||
Allowance for loan and lease losses
|
|
(43,150
|
)
|
|
|
|
|
|
(37,664
|
)
|
|
|
|
|
|
(32,467
|
)
|
|
|
|
|
||||||||||||
BOLI and noninterest-earning assets
(3)
|
|
575,363
|
|
|
|
|
|
|
500,599
|
|
|
|
|
|
|
298,168
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$
|
10,534,349
|
|
|
|
|
|
|
$
|
10,335,705
|
|
|
|
|
|
|
$
|
6,619,017
|
|
|
|
|
|
|||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings
|
|
$
|
1,007,990
|
|
|
9,764
|
|
|
0.97
|
%
|
|
$
|
882,774
|
|
|
6,795
|
|
|
0.77
|
%
|
|
$
|
862,160
|
|
|
6,467
|
|
|
0.75
|
%
|
|||
Interest-bearing checking
|
|
2,035,954
|
|
|
15,161
|
|
|
0.74
|
%
|
|
2,066,623
|
|
|
13,723
|
|
|
0.66
|
%
|
|
1,204,560
|
|
|
8,973
|
|
|
0.74
|
%
|
||||||
Money market
|
|
2,076,847
|
|
|
18,530
|
|
|
0.89
|
%
|
|
2,094,839
|
|
|
10,776
|
|
|
0.51
|
%
|
|
1,219,416
|
|
|
4,590
|
|
|
0.38
|
%
|
||||||
Certificates of deposit
|
|
1,730,652
|
|
|
16,959
|
|
|
0.98
|
%
|
|
1,465,679
|
|
|
8,926
|
|
|
0.61
|
%
|
|
1,006,493
|
|
|
5,753
|
|
|
0.57
|
%
|
||||||
FHLB advances
|
|
1,054,978
|
|
|
12,951
|
|
|
1.23
|
%
|
|
1,153,208
|
|
|
5,717
|
|
|
0.50
|
%
|
|
553,162
|
|
|
2,120
|
|
|
0.38
|
%
|
||||||
Securities sold under repurchase agreements
|
|
39,907
|
|
|
880
|
|
|
2.21
|
%
|
|
92,937
|
|
|
818
|
|
|
0.88
|
%
|
|
2,443
|
|
|
18
|
|
|
0.74
|
%
|
||||||
Long-term debt and other interest-bearing liabilities
|
|
207,734
|
|
|
10,755
|
|
|
5.18
|
%
|
|
218,737
|
|
|
12,744
|
|
|
5.83
|
%
|
|
222,577
|
|
|
14,700
|
|
|
6.60
|
%
|
||||||
Total interest-bearing liabilities
|
|
8,154,062
|
|
|
85,000
|
|
|
1.04
|
%
|
|
7,974,797
|
|
|
59,499
|
|
|
0.75
|
%
|
|
5,070,811
|
|
|
42,621
|
|
|
0.84
|
%
|
||||||
Noninterest-bearing deposits
|
|
1,182,667
|
|
|
|
|
|
|
1,225,656
|
|
|
|
|
|
|
875,227
|
|
|
|
|
|
||||||||||||
Noninterest-bearing liabilities
|
|
188,625
|
|
|
|
|
|
|
228,421
|
|
|
|
|
|
|
60,586
|
|
|
|
|
|
||||||||||||
Total liabilities
|
|
9,525,354
|
|
|
|
|
|
|
9,428,874
|
|
|
|
|
|
|
6,006,624
|
|
|
|
|
|
||||||||||||
Total stockholders’ equity
|
|
1,008,995
|
|
|
|
|
|
|
906,831
|
|
|
|
|
|
|
612,393
|
|
|
|
|
|
||||||||||||
Total liabilities and stockholders’ equity
|
|
$
|
10,534,349
|
|
|
|
|
|
|
$
|
10,335,705
|
|
|
|
|
|
|
$
|
6,619,017
|
|
|
|
|
|
|||||||||
Net interest income/spread
|
|
|
|
$
|
311,242
|
|
|
2.92
|
%
|
|
|
|
$
|
325,473
|
|
|
3.15
|
%
|
|
|
|
$
|
223,717
|
|
|
3.35
|
%
|
||||||
Net interest margin
(4)
|
|
|
|
|
|
3.11
|
%
|
|
|
|
|
|
3.30
|
%
|
|
|
|
|
|
3.52
|
%
|
(1)
|
Total loans and leases are net of deferred fees, related direct costs and discounts, but exclude the allowance for loan and lease losses. Non-accrual loans and leases are included in the average balance. Net accretion (amortization) of deferred loan fees and costs of
$1.3 million
,
$1 thousand
and
$(512) thousand
and accretion of discount on purchased loans of
$4.8 million
,
$36.8 million
and
$30.9 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively, are included in the interest income.
|
(2)
|
Includes average balance of FHLB and Federal Reserve Bank stock at cost and average time deposits with other financial institutions.
|
(3)
|
Includes average balance of BOLI of
$103.6 million
,
$101.2 million
and
$51.6 million
for the years ended
December 31, 2017
,
2016
and
2015
, respectively.
|
(4)
|
Net interest income divided by average interest-earning assets.
|
|
|
Year Ended December
31, 2017 vs. 2016
|
|
Year Ended December
31, 2016 vs. 2015
|
||||||||||||||||||||
|
|
Increase (Decrease) Due to
|
|
Net Increase (Decrease)
|
|
Increase (Decrease) Due to
|
|
Net Increase (Decrease)
|
||||||||||||||||
($ in thousands)
|
|
Volume
|
|
Rate
|
|
|
Volume
|
|
Rate
|
|
||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total loans and leases
|
|
$
|
(10,912
|
)
|
|
$
|
2,039
|
|
|
$
|
(8,873
|
)
|
|
$
|
65,294
|
|
|
$
|
(9,854
|
)
|
|
$
|
55,440
|
|
Securities
|
|
7,452
|
|
|
12,763
|
|
|
20,215
|
|
|
56,486
|
|
|
2,778
|
|
|
59,264
|
|
||||||
Other interest-earning assets
|
|
2,560
|
|
|
(2,632
|
)
|
|
(72
|
)
|
|
2,002
|
|
|
1,928
|
|
|
3,930
|
|
||||||
Total interest-earning assets
|
|
(900
|
)
|
|
12,170
|
|
|
11,270
|
|
|
123,782
|
|
|
(5,148
|
)
|
|
118,634
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings
|
|
1,048
|
|
|
1,921
|
|
|
2,969
|
|
|
155
|
|
|
173
|
|
|
328
|
|
||||||
Interest-bearing checking
|
|
(203
|
)
|
|
1,641
|
|
|
1,438
|
|
|
5,801
|
|
|
(1,051
|
)
|
|
4,750
|
|
||||||
Money market
|
|
(93
|
)
|
|
7,847
|
|
|
7,754
|
|
|
4,190
|
|
|
1,996
|
|
|
6,186
|
|
||||||
Certificates of deposit
|
|
1,844
|
|
|
6,189
|
|
|
8,033
|
|
|
2,750
|
|
|
423
|
|
|
3,173
|
|
||||||
FHLB advances
|
|
(529
|
)
|
|
7,763
|
|
|
7,234
|
|
|
2,786
|
|
|
811
|
|
|
3,597
|
|
||||||
Securities sold under repurchase agreements
|
|
(661
|
)
|
|
723
|
|
|
62
|
|
|
796
|
|
|
4
|
|
|
800
|
|
||||||
Long-term debt and other interest-bearing liabilities
|
|
(618
|
)
|
|
(1,371
|
)
|
|
(1,989
|
)
|
|
(252
|
)
|
|
(1,704
|
)
|
|
(1,956
|
)
|
||||||
Total interest-bearing liabilities
|
|
788
|
|
|
24,713
|
|
|
25,501
|
|
|
16,226
|
|
|
652
|
|
|
16,878
|
|
||||||
Net interest income
|
|
$
|
(1,688
|
)
|
|
$
|
(12,543
|
)
|
|
$
|
(14,231
|
)
|
|
$
|
107,556
|
|
|
$
|
(5,800
|
)
|
|
$
|
101,756
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Customer service fees
|
|
$
|
6,492
|
|
|
$
|
5,147
|
|
|
$
|
4,057
|
|
Loan servicing income
|
|
1,025
|
|
|
633
|
|
|
1,406
|
|
|||
Income from bank owned life insurance
|
|
2,339
|
|
|
2,341
|
|
|
1,076
|
|
|||
Net gain on sale of securities available-for-sale
|
|
14,768
|
|
|
29,405
|
|
|
3,258
|
|
|||
Net gain on sale of loans
|
|
11,942
|
|
|
35,895
|
|
|
37,211
|
|
|||
Advisory service fees
|
|
—
|
|
|
1,507
|
|
|
9,868
|
|
|||
Loan brokerage income
|
|
1,061
|
|
|
4,251
|
|
|
2,825
|
|
|||
Gain on sale of building
|
|
—
|
|
|
—
|
|
|
9,919
|
|
|||
Gain on sale of subsidiary
|
|
—
|
|
|
3,694
|
|
|
—
|
|
|||
Gain on sale of business unit
|
|
—
|
|
|
2,629
|
|
|
—
|
|
|||
Other income
|
|
7,043
|
|
|
13,128
|
|
|
6,128
|
|
|||
Total noninterest income
|
|
$
|
44,670
|
|
|
$
|
98,630
|
|
|
$
|
75,748
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Salaries and employee benefits
|
|
129,153
|
|
|
146,147
|
|
|
114,845
|
|
|||
Occupancy and equipment
|
|
40,094
|
|
|
38,046
|
|
|
30,365
|
|
|||
Professional fees
|
|
42,417
|
|
|
30,373
|
|
|
19,500
|
|
|||
Outside service fees
|
|
5,840
|
|
|
6,989
|
|
|
4,448
|
|
|||
Data processing
|
|
7,888
|
|
|
8,311
|
|
|
6,011
|
|
|||
Advertising
|
|
5,313
|
|
|
6,894
|
|
|
3,467
|
|
|||
Regulatory assessments
|
|
8,105
|
|
|
8,186
|
|
|
5,644
|
|
|||
Provision (reversal) for loan repurchases
|
|
(1,812
|
)
|
|
(3,352
|
)
|
|
2,326
|
|
|||
Amortization of intangible assets
|
|
3,928
|
|
|
4,851
|
|
|
5,836
|
|
|||
Impairment on intangible assets
|
|
336
|
|
|
690
|
|
|
258
|
|
|||
Restructuring expense
|
|
5,326
|
|
|
—
|
|
|
—
|
|
|||
All other expense
|
|
30,894
|
|
|
24,570
|
|
|
17,599
|
|
|||
Noninterest expense before loss on investments in alternative energy partnerships, net
|
|
277,482
|
|
|
271,705
|
|
|
210,299
|
|
|||
Loss on investments in alternative energy partnerships, net
|
|
30,786
|
|
|
31,510
|
|
|
—
|
|
|||
Total noninterest expense
|
|
$
|
308,268
|
|
|
$
|
303,215
|
|
|
$
|
210,299
|
|
($ in thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
|
$
|
1,056
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1,058
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
492,255
|
|
|
10
|
|
|
(15,336
|
)
|
|
476,929
|
|
||||
Non-agency residential mortgage-backed securities
|
|
741
|
|
|
16
|
|
|
(1
|
)
|
|
756
|
|
||||
Non-agency commercial mortgage-backed securities
|
|
305,172
|
|
|
5,339
|
|
|
—
|
|
|
310,511
|
|
||||
Collateralized loan obligations
|
|
1,691,455
|
|
|
11,129
|
|
|
(266
|
)
|
|
1,702,318
|
|
||||
Corporate debt securities
|
|
76,714
|
|
|
7,183
|
|
|
—
|
|
|
83,897
|
|
||||
Total securities available-for-sale
|
|
$
|
2,567,393
|
|
|
$
|
23,679
|
|
|
$
|
(15,603
|
)
|
|
$
|
2,575,469
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
Non-agency commercial mortgage-backed securities
|
|
$
|
305,918
|
|
|
$
|
2,949
|
|
|
$
|
(1,781
|
)
|
|
$
|
307,086
|
|
Collateralized loan obligations
|
|
338,226
|
|
|
1,461
|
|
|
(61
|
)
|
|
339,626
|
|
||||
Corporate debt securities
|
|
240,090
|
|
|
13,032
|
|
|
(91
|
)
|
|
253,031
|
|
||||
Total securities held-to-maturity
|
|
$
|
884,234
|
|
|
$
|
17,442
|
|
|
$
|
(1,933
|
)
|
|
$
|
899,743
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
830,682
|
|
|
9
|
|
|
(23,418
|
)
|
|
807,273
|
|
||||
Non-agency residential mortgage-backed securities
|
|
121,397
|
|
|
18
|
|
|
(4,238
|
)
|
|
117,177
|
|
||||
Collateralized loan obligations
|
|
1,395,094
|
|
|
12,449
|
|
|
(674
|
)
|
|
1,406,869
|
|
||||
Corporate debt securities
|
|
48,574
|
|
|
482
|
|
|
(108
|
)
|
|
48,948
|
|
||||
Total securities available-for-sale
|
|
$
|
2,396,968
|
|
|
$
|
12,958
|
|
|
$
|
(28,438
|
)
|
|
$
|
2,381,488
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
Non-agency commercial mortgage-backed securities
|
|
$
|
306,645
|
|
|
$
|
41
|
|
|
$
|
(4,191
|
)
|
|
$
|
302,495
|
|
Collateralized loan obligations
|
|
416,284
|
|
|
—
|
|
|
(5,077
|
)
|
|
411,207
|
|
||||
Corporate debt securities
|
|
239,274
|
|
|
255
|
|
|
(20,946
|
)
|
|
218,583
|
|
||||
Total securities held-to-maturity
|
|
$
|
962,203
|
|
|
$
|
296
|
|
|
$
|
(30,214
|
)
|
|
$
|
932,285
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
|
$
|
1,485
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
1,504
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
697,152
|
|
|
134
|
|
|
(4,582
|
)
|
|
692,704
|
|
||||
Non-agency residential mortgage-backed securities
|
|
1,755
|
|
|
14
|
|
|
(1
|
)
|
|
1,768
|
|
||||
Collateralized loan obligations
|
|
111,719
|
|
|
31
|
|
|
(282
|
)
|
|
111,468
|
|
||||
Corporate debt securities
|
|
26,657
|
|
|
—
|
|
|
(505
|
)
|
|
26,152
|
|
||||
Total securities available-for-sale
|
|
$
|
838,768
|
|
|
$
|
198
|
|
|
$
|
(5,370
|
)
|
|
$
|
833,596
|
|
|
|
One year or less
|
|
More than One Year through Five Years
|
|
More than Five Years through Ten Years
|
|
More than Ten Years
|
|
Total
|
|||||||||||||||||||||||||
($ in thousands)
|
|
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
|
|||||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
SBA loan pool securities
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
1,056
|
|
|
2.71
|
%
|
|
$
|
1,056
|
|
|
2.71
|
%
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
401
|
|
|
1.46
|
%
|
|
5,373
|
|
|
1.68
|
%
|
|
—
|
|
|
—
|
%
|
|
486,481
|
|
|
2.55
|
%
|
|
492,255
|
|
|
2.54
|
%
|
|||||
Non-agency residential mortgage-backed securities
|
|
310
|
|
|
4.25
|
%
|
|
82
|
|
|
3.12
|
%
|
|
—
|
|
|
—
|
%
|
|
349
|
|
|
5.73
|
%
|
|
741
|
|
|
4.82
|
%
|
|||||
Non-agency commercial mortgage-backed securities
|
|
40,422
|
|
|
4.29
|
%
|
|
—
|
|
|
—
|
%
|
|
182,864
|
|
|
3.89
|
%
|
|
81,886
|
|
|
3.81
|
%
|
|
305,172
|
|
|
3.92
|
%
|
|||||
Collateralized loan obligations
|
|
1,691,455
|
|
|
3.30
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
1,691,455
|
|
|
3.30
|
%
|
|||||
Corporate debt securities
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
76,714
|
|
|
5.28
|
%
|
|
—
|
|
|
—
|
%
|
|
76,714
|
|
|
5.28
|
%
|
|||||
Total securities available-for-sale
|
|
$
|
1,732,588
|
|
|
3.32
|
%
|
|
$
|
5,455
|
|
|
1.70
|
%
|
|
$
|
259,578
|
|
|
4.30
|
%
|
|
$
|
569,772
|
|
|
2.73
|
%
|
|
$
|
2,567,393
|
|
|
3.28
|
%
|
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||
($ in thousands)
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
|
$
|
1,701,951
|
|
|
25.5
|
%
|
|
$
|
1,522,960
|
|
|
25.2
|
%
|
|
$
|
876,999
|
|
|
16.9
|
%
|
|
$
|
490,900
|
|
|
12.4
|
%
|
|
$
|
287,771
|
|
|
11.8
|
%
|
Commercial real estate
|
|
717,415
|
|
|
10.8
|
%
|
|
729,959
|
|
|
12.1
|
%
|
|
727,707
|
|
|
14.0
|
%
|
|
999,857
|
|
|
25.3
|
%
|
|
529,883
|
|
|
21.7
|
%
|
|||||
Multifamily
|
|
1,816,141
|
|
|
27.3
|
%
|
|
1,365,262
|
|
|
22.6
|
%
|
|
904,300
|
|
|
17.5
|
%
|
|
955,683
|
|
|
24.2
|
%
|
|
141,580
|
|
|
5.8
|
%
|
|||||
SBA
|
|
78,699
|
|
|
1.2
|
%
|
|
73,840
|
|
|
1.2
|
%
|
|
57,706
|
|
|
1.1
|
%
|
|
36,155
|
|
|
0.9
|
%
|
|
27,428
|
|
|
1.1
|
%
|
|||||
Construction
|
|
182,960
|
|
|
2.7
|
%
|
|
125,100
|
|
|
2.1
|
%
|
|
55,289
|
|
|
1.1
|
%
|
|
42,198
|
|
|
1.1
|
%
|
|
24,933
|
|
|
1.0
|
%
|
|||||
Lease financing
|
|
13
|
|
|
—
|
%
|
|
379
|
|
|
0.1
|
%
|
|
192,424
|
|
|
3.7
|
%
|
|
85,749
|
|
|
2.2
|
%
|
|
31,949
|
|
|
1.3
|
%
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Single family residential mortgage
|
|
2,055,649
|
|
|
30.9
|
%
|
|
2,106,630
|
|
|
34.9
|
%
|
|
2,255,584
|
|
|
43.5
|
%
|
|
1,171,662
|
|
|
29.7
|
%
|
|
1,286,541
|
|
|
52.6
|
%
|
|||||
Other consumer
|
|
106,579
|
|
|
1.6
|
%
|
|
110,622
|
|
|
1.8
|
%
|
|
114,385
|
|
|
2.2
|
%
|
|
166,918
|
|
|
4.2
|
%
|
|
116,026
|
|
|
4.7
|
%
|
|||||
Total loans and leases
|
|
6,659,407
|
|
|
100.0
|
%
|
|
6,034,752
|
|
|
100.0
|
%
|
|
5,184,394
|
|
|
100.0
|
%
|
|
3,949,122
|
|
|
100.0
|
%
|
|
2,446,111
|
|
|
100.0
|
%
|
|||||
Allowance for loan and lease losses
|
|
(49,333
|
)
|
|
|
|
(40,444
|
)
|
|
|
|
(35,533
|
)
|
|
|
|
(29,480
|
)
|
|
|
|
(18,805
|
)
|
|
|
||||||||||
Total loans and leases receivable, net
|
|
$
|
6,610,074
|
|
|
|
|
$
|
5,994,308
|
|
|
|
|
$
|
5,148,861
|
|
|
|
|
$
|
3,919,642
|
|
|
|
|
$
|
2,427,306
|
|
|
|
|
|
One year or less
|
|
More than One Year through Five Years
|
|
More than Five Years through Ten Years
|
|
More than Ten Years
|
|
Total
|
|||||||||||||||||||||||||
($ in thousands)
|
|
Amount
|
|
Weighted-Average Yield
|
|
Amount
|
|
Weighted-Average Yield
|
|
Amount
|
|
Weighted-Average Yield
|
|
Amount
|
|
Weighted-Average Yield
|
|
Amount
|
|
Weighted-Average Yield
|
|||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
|
$
|
812,852
|
|
|
5.11
|
%
|
|
$
|
484,970
|
|
|
4.67
|
%
|
|
$
|
349,728
|
|
|
4.64
|
%
|
|
$
|
54,401
|
|
|
4.34
|
%
|
|
$
|
1,701,951
|
|
|
4.86
|
%
|
Commercial real estate
|
|
45,370
|
|
|
4.59
|
%
|
|
166,076
|
|
|
4.53
|
%
|
|
448,398
|
|
|
4.32
|
%
|
|
57,571
|
|
|
4.55
|
%
|
|
717,415
|
|
|
4.40
|
%
|
|||||
Multifamily
|
|
22,162
|
|
|
4.66
|
%
|
|
163,403
|
|
|
4.66
|
%
|
|
168,836
|
|
|
3.63
|
%
|
|
1,461,740
|
|
|
3.84
|
%
|
|
1,816,141
|
|
|
3.90
|
%
|
|||||
SBA
|
|
808
|
|
|
6.73
|
%
|
|
3,736
|
|
|
6.70
|
%
|
|
51,853
|
|
|
5.99
|
%
|
|
22,302
|
|
|
5.24
|
%
|
|
78,699
|
|
|
5.82
|
%
|
|||||
Construction
|
|
121,440
|
|
|
6.38
|
%
|
|
56,961
|
|
|
5.42
|
%
|
|
—
|
|
|
—
|
%
|
|
4,559
|
|
|
4.03
|
%
|
|
182,960
|
|
|
6.02
|
%
|
|||||
Lease financing
|
|
13
|
|
|
4.39
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
13
|
|
|
4.39
|
%
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Single family residential mortgage
|
|
51
|
|
|
3.51
|
%
|
|
38,995
|
|
|
3.85
|
%
|
|
43,777
|
|
|
4.14
|
%
|
|
1,972,826
|
|
|
4.23
|
%
|
|
2,055,649
|
|
|
4.22
|
%
|
|||||
Other consumer
|
|
16,732
|
|
|
5.41
|
%
|
|
13,717
|
|
|
4.89
|
%
|
|
24,530
|
|
|
3.60
|
%
|
|
51,600
|
|
|
4.89
|
%
|
|
106,579
|
|
|
4.68
|
%
|
|||||
Total
|
|
$
|
1,019,428
|
|
|
5.24
|
%
|
|
$
|
927,858
|
|
|
4.66
|
%
|
|
$
|
1,087,122
|
|
|
4.37
|
%
|
|
$
|
3,624,999
|
|
|
4.09
|
%
|
|
$
|
6,659,407
|
|
|
4.39
|
%
|
|
|
Due After One Year
|
||||||||||
($ in thousands)
|
|
Fixed Rate
|
|
Variable Rate
|
|
Total
|
||||||
Commercial:
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
$
|
269,690
|
|
|
$
|
619,409
|
|
|
$
|
889,099
|
|
Commercial real estate
|
|
342,295
|
|
|
329,750
|
|
|
672,045
|
|
|||
Multifamily
|
|
69,150
|
|
|
1,724,829
|
|
|
1,793,979
|
|
|||
SBA
|
|
13,841
|
|
|
64,050
|
|
|
77,891
|
|
|||
Construction
|
|
23,493
|
|
|
38,027
|
|
|
61,520
|
|
|||
Lease financing
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer:
|
|
|
|
|
|
|
||||||
Single family residential mortgage
|
|
346
|
|
|
2,055,252
|
|
|
2,055,598
|
|
|||
Other consumer
|
|
5,561
|
|
|
84,286
|
|
|
89,847
|
|
|||
Total
|
|
$
|
724,376
|
|
|
$
|
4,915,603
|
|
|
$
|
5,639,979
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Origination by rate type:
|
|
|
|
|
|
|
||||||
Variable rate:
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
$
|
396,298
|
|
|
$
|
400,878
|
|
|
$
|
180,728
|
|
Commercial real estate and multifamily
|
|
749,549
|
|
|
628,900
|
|
|
300,068
|
|
|||
SBA
|
|
9,669
|
|
|
15,423
|
|
|
33,435
|
|
|||
Construction
|
|
29,490
|
|
|
49,702
|
|
|
23,819
|
|
|||
Single family residential mortgage
|
|
900,412
|
|
|
1,034,763
|
|
|
523,789
|
|
|||
Other consumer
|
|
8,931
|
|
|
9,582
|
|
|
23,628
|
|
|||
Total floating rate
|
|
2,094,349
|
|
|
2,139,248
|
|
|
1,085,467
|
|
|||
Fixed rate:
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
160,860
|
|
|
284,542
|
|
|
25,052
|
|
|||
Commercial real estate and multi family
|
|
62,388
|
|
|
136,933
|
|
|
169,518
|
|
|||
SBA
|
|
—
|
|
|
9,490
|
|
|
—
|
|
|||
Construction
|
|
35,728
|
|
|
8,907
|
|
|
3
|
|
|||
Lease financing
|
|
—
|
|
|
41,008
|
|
|
26,748
|
|
|||
Other consumer
|
|
—
|
|
|
50
|
|
|
25
|
|
|||
Total fixed rate
|
|
258,976
|
|
|
480,930
|
|
|
221,346
|
|
|||
Total loans and leases originated
|
|
2,353,325
|
|
|
2,620,178
|
|
|
1,306,813
|
|
|||
Purchases:
|
|
|
|
|
|
|
||||||
Single family residential mortgage
|
|
—
|
|
|
90,984
|
|
|
578,666
|
|
|||
Lease financing
|
|
—
|
|
|
91,247
|
|
|
127,043
|
|
|||
Total loans and leases purchased
|
|
—
|
|
|
182,231
|
|
|
705,709
|
|
|||
Transferred to loans held-for-sale
|
|
(593,977
|
)
|
|
(191,666
|
)
|
|
(48,757
|
)
|
|||
Repayments:
|
|
|
|
|
|
|
||||||
Principal repayments
|
|
(10,194,770
|
)
|
|
(7,944,255
|
)
|
|
(3,777,566
|
)
|
|||
Sales
|
|
—
|
|
|
(970,587
|
)
|
|
(444,578
|
)
|
|||
Increase in other items, net
|
|
9,060,077
|
|
|
7,154,457
|
|
|
3,493,651
|
|
|||
Net increase
|
|
$
|
624,655
|
|
|
$
|
850,358
|
|
|
$
|
1,235,272
|
|
|
|
December 31,
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||||||||||||
($ in thousands)
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||||||||||
Green Loans (HELOC) - first liens
|
|
101
|
|
|
$
|
82,197
|
|
|
10.2
|
%
|
|
107
|
|
|
$
|
87,469
|
|
|
9.9
|
%
|
|
121
|
|
|
$
|
105,131
|
|
|
13.4
|
%
|
|
148
|
|
|
$
|
123,177
|
|
|
35.1
|
%
|
|
173
|
|
|
$
|
147,705
|
|
|
47.7
|
%
|
Interest only - first liens
|
|
468
|
|
|
717,484
|
|
|
88.9
|
%
|
|
522
|
|
|
784,364
|
|
|
88.6
|
%
|
|
521
|
|
|
664,358
|
|
|
84.4
|
%
|
|
207
|
|
|
209,207
|
|
|
59.7
|
%
|
|
244
|
|
|
139,867
|
|
|
45.2
|
%
|
|||||
Negative amortization
|
|
11
|
|
|
3,674
|
|
|
0.5
|
%
|
|
22
|
|
|
9,756
|
|
|
1.1
|
%
|
|
30
|
|
|
11,602
|
|
|
1.5
|
%
|
|
32
|
|
|
13,099
|
|
|
3.7
|
%
|
|
37
|
|
|
16,623
|
|
|
5.4
|
%
|
|||||
Total NTM - first liens
|
|
580
|
|
|
803,355
|
|
|
99.6
|
%
|
|
651
|
|
|
881,589
|
|
|
99.6
|
%
|
|
672
|
|
|
781,091
|
|
|
99.3
|
%
|
|
387
|
|
|
345,483
|
|
|
98.5
|
%
|
|
454
|
|
|
304,195
|
|
|
98.3
|
%
|
|||||
Green Loans (HELOC) - second liens
|
|
12
|
|
|
3,578
|
|
|
0.4
|
%
|
|
12
|
|
|
3,559
|
|
|
0.4
|
%
|
|
16
|
|
|
4,704
|
|
|
0.6
|
%
|
|
19
|
|
|
4,979
|
|
|
1.4
|
%
|
|
23
|
|
|
5,289
|
|
|
1.7
|
%
|
|||||
Interest only - second liens
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
|
113
|
|
|
0.1
|
%
|
|
1
|
|
|
113
|
|
|
0.1
|
%
|
|
1
|
|
|
113
|
|
|
—
|
%
|
|||||
Total NTM - second liens
|
|
12
|
|
|
3,578
|
|
|
0.4
|
%
|
|
12
|
|
|
3,559
|
|
|
0.4
|
%
|
|
17
|
|
|
4,817
|
|
|
0.7
|
%
|
|
20
|
|
|
5,092
|
|
|
1.5
|
%
|
|
24
|
|
|
5,402
|
|
|
1.7
|
%
|
|||||
Total NTM loans
|
|
592
|
|
|
$
|
806,933
|
|
|
100.0
|
%
|
|
663
|
|
|
$
|
885,148
|
|
|
100.0
|
%
|
|
689
|
|
|
$
|
785,908
|
|
|
100.0
|
%
|
|
407
|
|
|
$
|
350,575
|
|
|
100.0
|
%
|
|
478
|
|
|
$
|
309,597
|
|
|
100.0
|
%
|
Percentage to total loans and leases
|
|
12.1%
|
|
14.7%
|
|
15.2%
|
|
8.9%
|
|
12.7%
|
|
One year or less
|
|
More than One Year through Five Years
|
|
More than Five Years through Ten Years
|
|
More than Ten Years
|
|
Total
|
|||||||||||||||||||||||||
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||||||||||||
Green Loans (HELOC) - first liens
(1)
|
—
|
|
|
$
|
—
|
|
|
59
|
|
|
$
|
38,828
|
|
|
42
|
|
|
$
|
43,369
|
|
|
—
|
|
|
$
|
—
|
|
|
101
|
|
|
$
|
82,197
|
|
Interest only - first liens
(2)
|
—
|
|
|
—
|
|
|
1
|
|
|
109
|
|
|
1
|
|
|
193
|
|
|
466
|
|
|
717,182
|
|
|
468
|
|
|
717,484
|
|
|||||
Negative amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
3,674
|
|
|
11
|
|
|
3,674
|
|
|||||
Total NTM - first liens
|
—
|
|
|
—
|
|
|
60
|
|
|
38,937
|
|
|
43
|
|
|
43,562
|
|
|
477
|
|
|
720,856
|
|
|
580
|
|
|
803,355
|
|
|||||
Green Loans (HELOC) - second liens
(1)
|
—
|
|
|
—
|
|
|
7
|
|
|
1,824
|
|
|
5
|
|
|
1,754
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
3,578
|
|
|||||
Interest only - second liens
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total NTM - second liens
|
—
|
|
|
—
|
|
|
7
|
|
|
1,824
|
|
|
5
|
|
|
1,754
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
3,578
|
|
|||||
Total NTM loans
|
—
|
|
|
$
|
—
|
|
|
67
|
|
|
$
|
40,761
|
|
|
48
|
|
|
$
|
45,316
|
|
|
477
|
|
|
$
|
720,856
|
|
|
592
|
|
|
$
|
806,933
|
|
(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,
|
||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
3,731
|
|
|
$
|
875
|
|
|
$
|
5,007
|
|
|
$
|
116
|
|
|
$
|
287
|
|
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,237
|
|
|
5,748
|
|
|||||
Multifamily
|
|
—
|
|
|
—
|
|
|
223
|
|
|
1,280
|
|
|
602
|
|
|||||
SBA
|
|
3,578
|
|
|
549
|
|
|
711
|
|
|
960
|
|
|
108
|
|
|||||
Construction
|
|
—
|
|
|
1,529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lease financing
|
|
—
|
|
|
—
|
|
|
3,046
|
|
|
1,091
|
|
|
363
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
|
21,171
|
|
|
31,309
|
|
|
71,239
|
|
|
52,259
|
|
|
60,786
|
|
|||||
Other consumer
|
|
3,607
|
|
|
10,956
|
|
|
11
|
|
|
392
|
|
|
319
|
|
|||||
Total
|
|
$
|
32,087
|
|
|
$
|
45,218
|
|
|
$
|
80,237
|
|
|
$
|
58,335
|
|
|
$
|
68,213
|
|
|
|
December 31,
|
||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
3,731
|
|
|
$
|
875
|
|
|
$
|
5,007
|
|
|
$
|
116
|
|
|
$
|
287
|
|
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,237
|
|
|
5,748
|
|
|||||
Multifamily
|
|
—
|
|
|
—
|
|
|
223
|
|
|
1,280
|
|
|
602
|
|
|||||
SBA
|
|
3,578
|
|
|
17
|
|
|
162
|
|
|
82
|
|
|
62
|
|
|||||
Construction
|
|
—
|
|
|
1,529
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lease financing
|
|
—
|
|
|
—
|
|
|
3,046
|
|
|
1,091
|
|
|
363
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
|
10,232
|
|
|
12,570
|
|
|
19,649
|
|
|
25,063
|
|
|
26,808
|
|
|||||
Other consumer
|
|
3,607
|
|
|
10,956
|
|
|
11
|
|
|
98
|
|
|
319
|
|
|||||
Total
|
|
$
|
21,148
|
|
|
$
|
25,947
|
|
|
$
|
28,098
|
|
|
$
|
29,967
|
|
|
$
|
34,189
|
|
|
|
December
31,
|
||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SBA
|
|
$
|
—
|
|
|
$
|
532
|
|
|
$
|
549
|
|
|
$
|
878
|
|
|
$
|
46
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
|
—
|
|
|
14,546
|
|
|
39,742
|
|
|
16,763
|
|
|
30,468
|
|
|||||
Total
|
|
$
|
—
|
|
|
$
|
15,078
|
|
|
$
|
40,291
|
|
|
$
|
17,641
|
|
|
$
|
30,514
|
|
|
|
December
31,
|
||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
3,723
|
|
|
$
|
3,544
|
|
|
$
|
4,383
|
|
|
$
|
7,143
|
|
|
$
|
33
|
|
Commercial real estate
|
|
—
|
|
|
—
|
|
|
1,552
|
|
|
1,017
|
|
|
3,868
|
|
|||||
Multifamily
|
|
—
|
|
|
—
|
|
|
642
|
|
|
1,834
|
|
|
1,972
|
|
|||||
SBA
|
|
1,781
|
|
|
619
|
|
|
422
|
|
|
285
|
|
|
10
|
|
|||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Lease financing
|
|
—
|
|
|
109
|
|
|
598
|
|
|
100
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
|
9,347
|
|
|
10,287
|
|
|
37,318
|
|
|
27,753
|
|
|
25,514
|
|
|||||
Other consumer
|
|
4,531
|
|
|
383
|
|
|
214
|
|
|
249
|
|
|
251
|
|
|||||
Total non-accrual loans and leases
|
|
19,382
|
|
|
14,942
|
|
|
45,129
|
|
|
38,381
|
|
|
31,648
|
|
|||||
Loans past due over 90 days or more and still on accrual
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other real estate owned
|
|
1,796
|
|
|
2,502
|
|
|
1,097
|
|
|
423
|
|
|
—
|
|
|||||
Total non-performing assets
|
|
$
|
21,178
|
|
|
$
|
17,444
|
|
|
$
|
46,226
|
|
|
$
|
38,804
|
|
|
$
|
31,648
|
|
Performing troubled debt restructured loans
|
|
$
|
5,646
|
|
|
$
|
4,827
|
|
|
$
|
7,842
|
|
|
$
|
6,346
|
|
|
$
|
6,117
|
|
|
|
December 31,
|
||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Green Loans (HELOC) - first liens
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,088
|
|
|
$
|
12,334
|
|
|
$
|
5,482
|
|
Interest only - first liens
|
|
1,171
|
|
|
467
|
|
|
4,615
|
|
|
2,049
|
|
|
752
|
|
|||||
Negative amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|||||
Total NTM - first liens
|
|
1,171
|
|
|
467
|
|
|
14,703
|
|
|
14,383
|
|
|
7,482
|
|
|||||
Green Loans (HELOC) - second liens
|
|
—
|
|
|
—
|
|
|
|
|
209
|
|
|
216
|
|
||||||
Total NTM - second liens
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|
216
|
|
|||||
Total NTM loans
|
|
$
|
1,171
|
|
|
$
|
467
|
|
|
$
|
14,703
|
|
|
$
|
14,592
|
|
|
$
|
7,698
|
|
|
|
December
31,
|
||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Loans past due over 90 days or more still on accrual
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-accrual loans and leases
|
|
19,382
|
|
|
14,942
|
|
|
45,129
|
|
|
38,381
|
|
|
31,648
|
|
|||||
Total non-performing loans and leases
|
|
19,382
|
|
|
14,942
|
|
|
45,129
|
|
|
38,381
|
|
|
31,648
|
|
|||||
Other real estate owned
|
|
1,796
|
|
|
2,502
|
|
|
1,097
|
|
|
423
|
|
|
—
|
|
|||||
Total non-performing assets
|
|
$
|
21,178
|
|
|
$
|
17,444
|
|
|
$
|
46,226
|
|
|
$
|
38,804
|
|
|
$
|
31,648
|
|
Allowance for loan and lease losses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of year
|
|
$
|
40,444
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
|
$
|
18,805
|
|
|
$
|
14,448
|
|
Charge-offs
|
|
(5,581
|
)
|
|
(2,618
|
)
|
|
(1,942
|
)
|
|
(923
|
)
|
|
(3,013
|
)
|
|||||
Recoveries
|
|
771
|
|
|
2,258
|
|
|
526
|
|
|
1,235
|
|
|
850
|
|
|||||
Transfer of loans to held-for-sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(613
|
)
|
|
(1,443
|
)
|
|||||
Provision for loan and lease losses
|
|
13,699
|
|
|
5,271
|
|
|
7,469
|
|
|
10,976
|
|
|
7,963
|
|
|||||
Balance at end of year
|
|
$
|
49,333
|
|
|
$
|
40,444
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
|
$
|
18,805
|
|
Non-performing loans and leases to total loans and leases
|
|
0.29
|
%
|
|
0.25
|
%
|
|
0.87
|
%
|
|
0.97
|
%
|
|
1.29
|
%
|
|||||
Non-performing assets to total assets
|
|
0.21
|
%
|
|
0.16
|
%
|
|
0.56
|
%
|
|
0.65
|
%
|
|
0.87
|
%
|
|||||
Non-performing loans and leases to ALLL
|
|
39.29
|
%
|
|
36.94
|
%
|
|
127.01
|
%
|
|
130.19
|
%
|
|
168.30
|
%
|
|||||
ALLL to non-performing loans and leases
|
|
254.53
|
%
|
|
270.67
|
%
|
|
78.74
|
%
|
|
76.81
|
%
|
|
59.42
|
%
|
|||||
ALLL to total loans and leases
|
|
0.74
|
%
|
|
0.67
|
%
|
|
0.69
|
%
|
|
0.75
|
%
|
|
0.77
|
%
|
|||||
Net charge-offs to average total loans and leases
|
|
0.07
|
%
|
|
0.01
|
%
|
|
0.03
|
%
|
|
(0.01
|
)%
|
|
0.09
|
%
|
|
|
December
31,
|
||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Loan breakdown by origination type:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated loans and leases
|
|
$
|
5,988,101
|
|
|
$
|
4,943,549
|
|
|
$
|
3,148,182
|
|
|
$
|
1,921,527
|
|
|
$
|
1,184,899
|
|
Acquired loans not impaired at acquisition
|
|
671,306
|
|
|
927,422
|
|
|
1,128,503
|
|
|
1,416,118
|
|
|
472,159
|
|
|||||
Non-impaired seasoned SFR mortgage loan pools
|
|
—
|
|
|
21,955
|
|
|
194,978
|
|
|
364,580
|
|
|
449,767
|
|
|||||
Acquired with deteriorated credit quality
|
|
—
|
|
|
141,826
|
|
|
712,731
|
|
|
246,897
|
|
|
339,286
|
|
|||||
Total loans and leases
|
|
$
|
6,659,407
|
|
|
$
|
6,034,752
|
|
|
$
|
5,184,394
|
|
|
$
|
3,949,122
|
|
|
$
|
2,446,111
|
|
ALLL breakdown by origination type:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated loans and leases
|
|
48,110
|
|
|
38,531
|
|
|
33,082
|
|
|
26,551
|
|
|
17,199
|
|
|||||
Acquired loans not impaired at acquisition
|
|
$
|
1,223
|
|
|
$
|
1,703
|
|
|
$
|
2,245
|
|
|
$
|
2,906
|
|
|
$
|
1,410
|
|
Non-impaired seasoned SFR mortgage loan pools
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquired with deteriorated credit quality
|
|
—
|
|
|
104
|
|
|
206
|
|
|
23
|
|
|
196
|
|
|||||
Total ALLL
|
|
$
|
49,333
|
|
|
$
|
40,444
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
|
$
|
18,805
|
|
Discount on purchased/acquired Loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquired loans not impaired at acquisition
|
|
$
|
14,943
|
|
|
$
|
17,820
|
|
|
$
|
21,366
|
|
|
$
|
17,866
|
|
|
$
|
8,354
|
|
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
|
|
|||||
Total discount
|
|
$
|
14,943
|
|
|
$
|
41,554
|
|
|
$
|
102,283
|
|
|
$
|
103,686
|
|
|
$
|
152,244
|
|
Percentage of ALLL to:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Originated loans and leases
|
|
0.80
|
%
|
|
0.78
|
%
|
|
1.05
|
%
|
|
1.38
|
%
|
|
1.45
|
%
|
|||||
Originated loans and leases and acquired loans not impaired at acquisition
|
|
0.74
|
%
|
|
0.69
|
%
|
|
0.83
|
%
|
|
0.88
|
%
|
|
1.12
|
%
|
|||||
Total loans and leases:
|
|
0.74
|
%
|
|
0.67
|
%
|
|
0.69
|
%
|
|
0.75
|
%
|
|
0.77
|
%
|
|
|
December
31,
|
|||||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||
($ in thousands)
|
|
ALLL Amount
|
|
Percentage of Loans to Total Loans
|
|
ALLL Amount
|
|
Percentage of Loans to Total Loans
|
|
ALLL Amount
|
|
Percentage of Loans to Total Loans
|
|
ALLL Amount
|
|
Percentage of Loans to Total Loans
|
|
ALLL Amount
|
|
Percentage of Loans to Total Loans
|
|||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial
|
|
$
|
14,280
|
|
|
25.5
|
%
|
|
$
|
7,584
|
|
|
25.2
|
%
|
|
$
|
5,850
|
|
|
16.9
|
%
|
|
$
|
6,910
|
|
|
12.4
|
%
|
|
$
|
1,822
|
|
|
11.8
|
%
|
Commercial real estate
|
|
4,971
|
|
|
10.8
|
%
|
|
5,467
|
|
|
12.1
|
%
|
|
4,252
|
|
|
14.0
|
%
|
|
3,840
|
|
|
25.3
|
%
|
|
5,484
|
|
|
21.7
|
%
|
|||||
Multifamily
|
|
13,265
|
|
|
27.3
|
%
|
|
11,376
|
|
|
22.6
|
%
|
|
6,012
|
|
|
17.5
|
%
|
|
7,179
|
|
|
24.2
|
%
|
|
2,566
|
|
|
5.8
|
%
|
|||||
SBA
|
|
1,701
|
|
|
1.2
|
%
|
|
939
|
|
|
1.2
|
%
|
|
683
|
|
|
1.1
|
%
|
|
335
|
|
|
0.9
|
%
|
|
235
|
|
|
1.1
|
%
|
|||||
Construction
|
|
3,318
|
|
|
2.7
|
%
|
|
2,015
|
|
|
2.1
|
%
|
|
1,530
|
|
|
1.1
|
%
|
|
846
|
|
|
1.1
|
%
|
|
244
|
|
|
1.0
|
%
|
|||||
Lease financing
|
|
—
|
|
|
—
|
%
|
|
6
|
|
|
0.1
|
%
|
|
2,195
|
|
|
3.7
|
%
|
|
873
|
|
|
2.2
|
%
|
|
428
|
|
|
1.3
|
%
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Single family residential mortgage
|
|
10,996
|
|
|
30.9
|
%
|
|
12,075
|
|
|
34.9
|
%
|
|
13,854
|
|
|
43.5
|
%
|
|
7,192
|
|
|
29.7
|
%
|
|
7,044
|
|
|
52.6
|
%
|
|||||
Other consumer
|
|
802
|
|
|
1.6
|
%
|
|
982
|
|
|
1.8
|
%
|
|
1,157
|
|
|
2.2
|
%
|
|
2,305
|
|
|
4.2
|
%
|
|
532
|
|
|
4.7
|
%
|
|||||
Unallocated
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
450
|
|
|
|
||||||||||
Total
|
|
$
|
49,333
|
|
|
100.0
|
%
|
|
$
|
40,444
|
|
|
100.0
|
%
|
|
$
|
35,533
|
|
|
100.0
|
%
|
|
$
|
29,480
|
|
|
100.0
|
%
|
|
$
|
18,805
|
|
|
100.0
|
%
|
|
|
Year Ended December
31,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
|
$
|
25,639
|
|
|
$
|
—
|
|
New funding
|
|
55,377
|
|
|
57,341
|
|
||
Cash distribution from investments
|
|
(1,404
|
)
|
|
(192
|
)
|
||
Loss on investments using HLBV method
|
|
(30,786
|
)
|
|
(31,510
|
)
|
||
Balance at end of period
|
|
$
|
48,826
|
|
|
$
|
25,639
|
|
Unfunded equity commitments
|
|
$
|
50,084
|
|
|
$
|
42,659
|
|
|
|
December
31,
|
|
Change
|
|||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
Amount
|
|
Percentage
|
|||||||
Noninterest-bearing deposits
|
|
$
|
1,071,608
|
|
|
$
|
1,282,629
|
|
|
$
|
(211,021
|
)
|
|
(16.5
|
)%
|
Interest-bearing demand deposits
|
|
2,089,016
|
|
|
2,048,839
|
|
|
40,177
|
|
|
2.0
|
%
|
|||
Money market accounts
|
|
1,146,859
|
|
|
2,731,314
|
|
|
(1,584,455
|
)
|
|
(58.0
|
)%
|
|||
Savings accounts
|
|
1,059,628
|
|
|
1,118,175
|
|
|
(58,547
|
)
|
|
(5.2
|
)%
|
|||
Certificates of deposit of $250,000 or less
|
|
1,365,452
|
|
|
1,550,235
|
|
|
(184,783
|
)
|
|
(11.9
|
)%
|
|||
Certificates of deposit of more than $250,000
|
|
560,340
|
|
|
410,958
|
|
|
149,382
|
|
|
36.3
|
%
|
|||
Total deposits
|
|
$
|
7,292,903
|
|
|
$
|
9,142,150
|
|
|
$
|
(1,849,247
|
)
|
|
(20.2
|
)%
|
($ in thousands)
|
|
Three Months or Less
|
|
Over Three Months Through Six Months
|
|
Over Six Months Through Twelve Months
|
|
Over One Year
|
|
Total
|
||||||||||
Certificates of deposit of $250,000 or less
|
|
$
|
765,143
|
|
|
$
|
352,664
|
|
|
$
|
157,642
|
|
|
$
|
90,003
|
|
|
$
|
1,365,452
|
|
Certificates of deposit of more than $250,000
|
|
285,522
|
|
|
81,060
|
|
|
117,452
|
|
|
76,306
|
|
|
560,340
|
|
|||||
Total certificates of deposit
|
|
$
|
1,050,665
|
|
|
$
|
433,724
|
|
|
$
|
275,094
|
|
|
$
|
166,309
|
|
|
$
|
1,925,792
|
|
|
|
December
31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
($ in thousands)
|
|
Par Value
|
|
Discount
|
|
Par Value
|
|
Discount
|
||||||||
5.25% senior notes due April 15, 2025
|
|
$
|
175,000
|
|
|
$
|
(2,059
|
)
|
|
$
|
175,000
|
|
|
$
|
(2,281
|
)
|
7.50% junior subordinated amortizing notes due May 15, 2017
|
|
—
|
|
|
—
|
|
|
2,684
|
|
|
(25
|
)
|
||||
Total
|
|
$
|
175,000
|
|
|
$
|
(2,059
|
)
|
|
$
|
177,684
|
|
|
$
|
(2,306
|
)
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of period
|
|
$
|
2,385
|
|
|
$
|
2,067
|
|
|
$
|
1,869
|
|
Provision for unfunded loan commitments
|
|
1,331
|
|
|
318
|
|
|
198
|
|
|||
Balance at end of period
|
|
$
|
3,716
|
|
|
$
|
2,385
|
|
|
$
|
2,067
|
|
|
|
Commitments and Contractual Obligations
|
||||||||||||||||||
($ in thousands)
|
|
Total Amount Committed
|
|
Less Than One Year
|
|
One to Three Years
|
|
Three to Five Years
|
|
More than Five Years
|
||||||||||
Commitments to extend credit
|
|
$
|
337,505
|
|
|
$
|
80,110
|
|
|
$
|
123,930
|
|
|
$
|
74,046
|
|
|
$
|
59,419
|
|
Unused lines of credit
|
|
1,328,255
|
|
|
946,223
|
|
|
137,742
|
|
|
82,050
|
|
|
162,240
|
|
|||||
Standby letters of credit
|
|
14,026
|
|
|
11,878
|
|
|
920
|
|
|
1,208
|
|
|
20
|
|
|||||
Total commitments
|
|
$
|
1,679,786
|
|
|
$
|
1,038,211
|
|
|
$
|
262,592
|
|
|
$
|
157,304
|
|
|
$
|
221,679
|
|
FHLB advances
|
|
$
|
1,695,000
|
|
|
$
|
1,270,000
|
|
|
$
|
225,000
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
Long-term debt
|
|
243,906
|
|
|
9,187
|
|
|
18,375
|
|
|
18,375
|
|
|
197,969
|
|
|||||
Operating and capital lease obligations
|
|
29,884
|
|
|
7,360
|
|
|
11,759
|
|
|
5,828
|
|
|
4,937
|
|
|||||
Certificates of deposit
|
|
1,925,792
|
|
|
1,759,483
|
|
|
158,377
|
|
|
7,432
|
|
|
500
|
|
|||||
Total contractual obligations
|
|
$
|
3,894,582
|
|
|
$
|
3,046,030
|
|
|
$
|
413,511
|
|
|
$
|
131,635
|
|
|
$
|
303,406
|
|
|
|
Banc of California, Inc.
|
|
Banc of California, NA
|
|
Minimum Regulatory Requirements
|
|
Well-Capitalized Requirements (Bank)
|
||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||
Total risk-based capital ratio
|
|
14.56
|
%
|
|
16.56
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Tier 1 risk-based capital ratio
|
|
13.79
|
%
|
|
15.78
|
%
|
|
6.00
|
%
|
|
8.00
|
%
|
Common equity tier 1 capital ratio
|
|
9.92
|
%
|
|
15.78
|
%
|
|
4.50
|
%
|
|
6.50
|
%
|
Tier 1 leverage ratio
|
|
9.39
|
%
|
|
10.67
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
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
|
%
|
•
|
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.
|
(1)
|
Assumes an instantaneous uniform change in interest rates at all maturities
|
|
|
|
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ KPMG LLP
KPMG LLP
|
|
December
31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
20,117
|
|
|
$
|
16,769
|
|
Interest-earning deposits in financial institutions
|
367,582
|
|
|
422,741
|
|
||
Total cash and cash equivalents
|
387,699
|
|
|
439,510
|
|
||
Time deposits in financial institutions
|
—
|
|
|
1,000
|
|
||
Securities available-for-sale, carried at fair value
|
2,575,469
|
|
|
2,381,488
|
|
||
Securities held to maturity, at amortized cost (fair value of $899,743 at December 31, 2016)
|
—
|
|
|
884,234
|
|
||
Loans held-for-sale, carried at fair value
|
66,603
|
|
|
10,636
|
|
||
Loans held-for-sale, carried at lower of cost or fair value
|
466
|
|
|
287,382
|
|
||
Loans and leases receivable, net of allowance for loan and lease losses of $49,333 and $40,444 at December 31, 2017 and 2016, respectively
|
6,610,074
|
|
|
5,994,308
|
|
||
Federal Home Loan Bank and other bank stock, at cost
|
75,654
|
|
|
67,842
|
|
||
Servicing rights, net ($31,852 and $38,440 measured at fair value at December 31, 2017 and 2016, respectively, and $29,793 measured at fair value were held-for-sale at December 31, 2017)
|
33,708
|
|
|
39,936
|
|
||
Other real estate owned, net
|
1,796
|
|
|
2,502
|
|
||
Premises, equipment, and capital leases, net
|
135,699
|
|
|
140,917
|
|
||
Bank owned life insurance
|
104,851
|
|
|
102,512
|
|
||
Goodwill
|
37,144
|
|
|
37,144
|
|
||
Investments in alternative energy partnerships, net
|
48,826
|
|
|
25,639
|
|
||
Deferred income tax
|
31,074
|
|
|
9,989
|
|
||
Income tax receivable
|
8,739
|
|
|
16,009
|
|
||
Other intangible assets, net
|
9,353
|
|
|
13,617
|
|
||
Other assets
|
161,797
|
|
|
92,694
|
|
||
Assets of discontinued operations
|
38,900
|
|
|
482,494
|
|
||
Total Assets
|
$
|
10,327,852
|
|
|
$
|
11,029,853
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Noninterest-bearing deposits
|
$
|
1,071,608
|
|
|
$
|
1,282,629
|
|
Interest-bearing deposits
|
6,221,295
|
|
|
7,859,521
|
|
||
Total deposits
|
7,292,903
|
|
|
9,142,150
|
|
||
Advances from Federal Home Loan Bank
|
1,695,000
|
|
|
490,000
|
|
||
Other borrowings, net
|
—
|
|
|
67,922
|
|
||
Long-term debt, net
|
172,941
|
|
|
175,378
|
|
||
Reserve for loss on repurchased loans
|
6,306
|
|
|
7,974
|
|
||
Income taxes payable
|
—
|
|
|
92
|
|
||
Due on unsettled securities purchases
|
—
|
|
|
50,149
|
|
||
Accrued expenses and other liabilities
|
140,575
|
|
|
81,469
|
|
||
Liabilities of discontinued operations
|
7,819
|
|
|
34,480
|
|
||
Total liabilities
|
9,315,544
|
|
|
10,049,614
|
|
||
Commitments and contingent liabilities
|
|
|
|
||||
Preferred stock
|
269,071
|
|
|
269,071
|
|
||
Common stock, $0.01 par value per share, 446,863,844 shares authorized; 51,666,725 shares issued and 50,083,345 shares outstanding at December 31, 2017; 53,794,322 shares issued and 49,695,299 shares outstanding at December 31, 2016
|
517
|
|
|
537
|
|
||
Class B non-voting non-convertible common stock, $0.01 par value per share, 3,136,156 shares authorized; 508,107 shares issued and outstanding at December 31, 2017 and 201,922 shares issued and outstanding December 31, 2016
|
5
|
|
|
2
|
|
||
Additional paid-in capital
|
621,435
|
|
|
614,226
|
|
||
Retained earnings
|
144,839
|
|
|
134,515
|
|
||
Treasury stock, at cost (1,583,380 shares at December 31, 2017 and 4,099,023 shares at December 31, 2016)
|
(28,786
|
)
|
|
(29,070
|
)
|
||
Accumulated other comprehensive loss, net
|
5,227
|
|
|
(9,042
|
)
|
||
Total stockholders’ equity
|
1,012,308
|
|
|
980,239
|
|
||
Total liabilities and stockholders’ equity
|
$
|
10,327,852
|
|
|
$
|
11,029,853
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Interest and dividend income
|
|
|
|
|
|
||||||
Loans and leases, including fees
|
$
|
281,071
|
|
|
$
|
281,868
|
|
|
$
|
229,025
|
|
Securities
|
99,742
|
|
|
79,527
|
|
|
20,263
|
|
|||
Other interest-earning assets
|
8,377
|
|
|
8,449
|
|
|
4,519
|
|
|||
Total interest and dividend income
|
389,190
|
|
|
369,844
|
|
|
253,807
|
|
|||
Interest expense
|
|
|
|
|
|
||||||
Deposits
|
60,414
|
|
|
40,220
|
|
|
25,783
|
|
|||
Federal Home Loan Bank advances
|
12,951
|
|
|
5,717
|
|
|
2,120
|
|
|||
Securities sold under repurchase agreements
|
880
|
|
|
818
|
|
|
18
|
|
|||
Long-term debt and other interest-bearing liabilities
|
10,755
|
|
|
12,744
|
|
|
14,700
|
|
|||
Total interest expense
|
85,000
|
|
|
59,499
|
|
|
42,621
|
|
|||
Net interest income
|
304,190
|
|
|
310,345
|
|
|
211,186
|
|
|||
Provision for loan and lease losses
|
13,699
|
|
|
5,271
|
|
|
7,469
|
|
|||
Net interest income after provision for loan and lease losses
|
290,491
|
|
|
305,074
|
|
|
203,717
|
|
|||
Noninterest income
|
|
|
|
|
|
||||||
Customer service fees
|
6,492
|
|
|
5,147
|
|
|
4,057
|
|
|||
Loan servicing income
|
1,025
|
|
|
633
|
|
|
1,406
|
|
|||
Income from bank owned life insurance
|
2,339
|
|
|
2,341
|
|
|
1,076
|
|
|||
Net gain on sale of securities available-for-sale
|
14,768
|
|
|
29,405
|
|
|
3,258
|
|
|||
Net gain on sale of loans
|
11,942
|
|
|
35,895
|
|
|
37,211
|
|
|||
Advisory service fees
|
—
|
|
|
1,507
|
|
|
9,868
|
|
|||
Loan brokerage income
|
1,061
|
|
|
4,251
|
|
|
2,825
|
|
|||
Gain on sale of building
|
—
|
|
|
—
|
|
|
9,919
|
|
|||
Gain on sale of subsidiary
|
—
|
|
|
3,694
|
|
|
—
|
|
|||
Gain on sale of business unit
|
—
|
|
|
2,629
|
|
|
—
|
|
|||
Other income
|
7,043
|
|
|
13,128
|
|
|
6,128
|
|
|||
Total noninterest income
|
44,670
|
|
|
98,630
|
|
|
75,748
|
|
|||
Noninterest expense
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
129,153
|
|
|
146,147
|
|
|
114,845
|
|
|||
Occupancy and equipment
|
40,094
|
|
|
38,046
|
|
|
30,365
|
|
|||
Professional fees
|
42,417
|
|
|
30,373
|
|
|
19,500
|
|
|||
Outside service fees
|
5,840
|
|
|
6,989
|
|
|
4,448
|
|
|||
Data processing
|
7,888
|
|
|
8,311
|
|
|
6,011
|
|
|||
Advertising
|
5,313
|
|
|
6,894
|
|
|
3,467
|
|
|||
Regulatory assessments
|
8,105
|
|
|
8,186
|
|
|
5,644
|
|
|||
Loss on investments in alternative energy partnerships, net
|
30,786
|
|
|
31,510
|
|
|
—
|
|
|||
Provision (reversal) for loan repurchases
|
(1,812
|
)
|
|
(3,352
|
)
|
|
2,326
|
|
|||
Amortization of intangible assets
|
3,928
|
|
|
4,851
|
|
|
5,836
|
|
|||
Impairment on intangible assets
|
336
|
|
|
690
|
|
|
258
|
|
|||
Restructuring expense
|
5,326
|
|
|
—
|
|
|
—
|
|
|||
All other expense
|
30,894
|
|
|
24,570
|
|
|
17,599
|
|
|||
Total noninterest expense
|
308,268
|
|
|
303,215
|
|
|
210,299
|
|
|||
Income from continuing operations before income taxes
|
26,893
|
|
|
100,489
|
|
|
69,166
|
|
|||
Income tax (benefit) expense
|
(26,581
|
)
|
|
13,749
|
|
|
28,048
|
|
|||
Income from continuing operations
|
53,474
|
|
|
86,740
|
|
|
41,118
|
|
|||
Income from discontinued operations before income taxes (including net gain on disposal of $13,796 for the year ended December 31, 2017)
|
7,164
|
|
|
48,917
|
|
|
35,100
|
|
|||
Income tax expense
|
2,929
|
|
|
20,241
|
|
|
14,146
|
|
|||
Income from discontinued operations
|
4,235
|
|
|
28,676
|
|
|
20,954
|
|
|||
Net income
|
57,709
|
|
|
115,416
|
|
|
62,072
|
|
|||
Preferred stock dividends
|
20,451
|
|
|
19,914
|
|
|
9,823
|
|
|||
Net income available to common stockholders
|
$
|
37,258
|
|
|
$
|
95,502
|
|
|
$
|
52,249
|
|
Basic earnings per common share
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
0.64
|
|
|
$
|
1.36
|
|
|
$
|
0.79
|
|
Income from discontinued operations
|
0.08
|
|
|
0.61
|
|
|
0.57
|
|
|||
Net income
|
$
|
0.72
|
|
|
$
|
1.97
|
|
|
$
|
1.36
|
|
Diluted earnings per common share
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
0.63
|
|
|
$
|
1.34
|
|
|
$
|
0.78
|
|
Income from discontinued operations
|
0.08
|
|
|
0.60
|
|
|
0.56
|
|
|||
Net income
|
$
|
0.71
|
|
|
$
|
1.94
|
|
|
$
|
1.34
|
|
Basic earnings per class B common share
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
0.64
|
|
|
$
|
1.36
|
|
|
$
|
0.79
|
|
Income from discontinued operations
|
0.08
|
|
|
0.61
|
|
|
0.57
|
|
|||
Net income
|
$
|
0.72
|
|
|
$
|
1.97
|
|
|
$
|
1.36
|
|
Diluted earnings per class B common share
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
0.64
|
|
|
$
|
1.36
|
|
|
$
|
0.79
|
|
Income from discontinued operations
|
0.08
|
|
|
0.61
|
|
|
0.57
|
|
|||
Net income
|
$
|
0.72
|
|
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
57,709
|
|
|
$
|
115,416
|
|
|
$
|
62,072
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on securities available-for-sale:
|
|
|
|
|
|
||||||
Unrealized gain (loss) arising during the period
|
10,068
|
|
|
11,140
|
|
|
(1,614
|
)
|
|||
Unrealized gain arising from the reclassification of securities held-to-maturity to securities available-for-sale
|
12,845
|
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment for gain included in net income
|
(8,644
|
)
|
|
(17,187
|
)
|
|
(1,890
|
)
|
|||
Total change in unrealized gain (loss) on securities available-for-sale
|
14,269
|
|
|
(6,047
|
)
|
|
(3,504
|
)
|
|||
Unrealized gain (loss) on cash flow hedge:
|
|
|
|
|
|
||||||
Unrealized loss arising during the period
|
—
|
|
|
—
|
|
|
(396
|
)
|
|||
Reclassification adjustment for loss included in net income
|
—
|
|
|
—
|
|
|
532
|
|
|||
Total change in unrealized gain on cash flow hedge
|
—
|
|
|
—
|
|
|
136
|
|
|||
Total other comprehensive income (loss)
|
14,269
|
|
|
(6,047
|
)
|
|
(3,368
|
)
|
|||
Comprehensive income
|
$
|
71,978
|
|
|
$
|
109,369
|
|
|
$
|
58,704
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
||||||||||||||||||
|
|
Voting
|
|
Class B Non-Voting
|
|
|
|
|
|
||||||||||||||||||||||
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-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
9,328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,328
|
|
||||||||
Restricted stock surrendered due to employee tax liability
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(2,251
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,254
|
)
|
||||||||
Tax effect from stock compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
||||||||
Shares purchased under Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
(208
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||||
Stock appreciation right dividend equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
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
|
|
||||||||
Redemption of preferred stock
|
(41,934
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(42,000
|
)
|
||||||||
Issuance of common stock to Stock Employee Compensation Trust
|
—
|
|
|
25
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash settlement of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
(359
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(359
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
11,947
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,947
|
|
||||||||
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 Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
233
|
|
|
(175
|
)
|
|
—
|
|
|
—
|
|
|
58
|
|
||||||||
Stock appreciation right dividend equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,709
|
|
|
—
|
|
|
—
|
|
|
57,709
|
|
||||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,269
|
|
|
14,269
|
|
||||||||
Issuance of common stock
|
—
|
|
|
4
|
|
|
3
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cancellation of common stock for termination of Stock Employee Compensation Trust
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of stock options
|
—
|
|
|
3
|
|
|
—
|
|
|
1,756
|
|
|
—
|
|
|
284
|
|
|
—
|
|
|
2,043
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
12,134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,134
|
|
||||||||
Restricted stock surrendered due to employee tax liability
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(6,822
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,824
|
)
|
||||||||
Shares purchased under Dividend Reinvestment Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
(181
|
)
|
|
—
|
|
|
—
|
|
|
(58
|
)
|
||||||||
Stock appreciation right dividend equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(811
|
)
|
|
—
|
|
|
—
|
|
|
(811
|
)
|
||||||||
Dividends declared ($0.52 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,942
|
)
|
|
—
|
|
|
—
|
|
|
(25,942
|
)
|
||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,451
|
)
|
|
—
|
|
|
—
|
|
|
(20,451
|
)
|
||||||||
Balance at December 31, 2017
|
$
|
269,071
|
|
|
$
|
517
|
|
|
$
|
5
|
|
|
$
|
621,435
|
|
|
$
|
144,839
|
|
|
$
|
(28,786
|
)
|
|
$
|
5,227
|
|
|
$
|
1,012,308
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
57,709
|
|
|
$
|
115,416
|
|
|
$
|
62,072
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
|
|
|
|
||||||
Provision for loan and lease losses
|
13,699
|
|
|
5,271
|
|
|
7,469
|
|
|||
Provision for unfunded loan commitments
|
1,331
|
|
|
318
|
|
|
198
|
|
|||
Provision (reversal) for loan repurchases
|
(1,812
|
)
|
|
(3,352
|
)
|
|
2,326
|
|
|||
Depreciation on premises and equipment
|
12,425
|
|
|
11,680
|
|
|
9,154
|
|
|||
Amortization of intangible assets
|
3,928
|
|
|
4,851
|
|
|
5,836
|
|
|||
Amortization of debt issuance cost
|
247
|
|
|
704
|
|
|
727
|
|
|||
Net amortization (accretion) of premium and discount on securities
|
(2,432
|
)
|
|
1,206
|
|
|
1,602
|
|
|||
Net amortization (accretion) of deferred loan cost and fees
|
(1,318
|
)
|
|
(1
|
)
|
|
512
|
|
|||
Accretion of discounts on purchased loans
|
(4,808
|
)
|
|
(36,800
|
)
|
|
(30,933
|
)
|
|||
Deferred income tax (benefit) expense
|
(30,372
|
)
|
|
5,613
|
|
|
7,279
|
|
|||
Bank owned life insurance income
|
(2,339
|
)
|
|
(2,341
|
)
|
|
(1,076
|
)
|
|||
Stock-based compensation expense
|
12,134
|
|
|
11,947
|
|
|
9,328
|
|
|||
Loss on investments in alternative energy partnerships
|
30,786
|
|
|
31,510
|
|
|
—
|
|
|||
Impairment on intangible assets
|
336
|
|
|
690
|
|
|
258
|
|
|||
Impairment on capitalized software projects
|
1,957
|
|
|
595
|
|
|
—
|
|
|||
Debt redemption costs
|
—
|
|
|
2,737
|
|
|
—
|
|
|||
Net revenue on mortgage banking activities
|
(42,889
|
)
|
|
(167,024
|
)
|
|
(144,685
|
)
|
|||
Net gain on sale of loans
|
(11,942
|
)
|
|
(35,895
|
)
|
|
(37,211
|
)
|
|||
Net gain on sale of securities available for sale
|
(14,768
|
)
|
|
(29,405
|
)
|
|
(3,258
|
)
|
|||
Loss from change of fair value on mortgage servicing rights
|
17,051
|
|
|
17,729
|
|
|
8,765
|
|
|||
Loss on sale or disposal of property and equipment
|
1,070
|
|
|
122
|
|
|
80
|
|
|||
Gain on sale of building
|
—
|
|
|
—
|
|
|
(9,919
|
)
|
|||
Gain on sale of branches
|
—
|
|
|
—
|
|
|
(163
|
)
|
|||
Gain on sale of subsidiary
|
—
|
|
|
(3,694
|
)
|
|
—
|
|
|||
Gain on sale of business unit
|
—
|
|
|
(2,629
|
)
|
|
—
|
|
|||
Net gain on disposal of discontinued operations
|
(13,796
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of mortgage loans
|
(31,913
|
)
|
|
(40,822
|
)
|
|
(19,387
|
)
|
|||
Originations of loans held-for-sale from mortgage banking
|
(1,533,889
|
)
|
|
(5,135,046
|
)
|
|
(4,388,042
|
)
|
|||
Originations of other loans held-for-sale
|
(97,156
|
)
|
|
(614,596
|
)
|
|
(803,936
|
)
|
|||
Proceeds from sales of and principal collected on loans held-for-sale from mortgage banking
|
1,990,126
|
|
|
5,271,093
|
|
|
4,406,924
|
|
|||
Proceeds from sales of and principal collected on other loans held-for-sale
|
302,695
|
|
|
615,437
|
|
|
882,288
|
|
|||
Change in accrued interest receivable and other assets
|
2,604
|
|
|
(43,200
|
)
|
|
(23,607
|
)
|
|||
Change in accrued interest payable and other liabilities
|
(95,653
|
)
|
|
35,999
|
|
|
14,410
|
|
|||
Net cash provided by (used in) operating activities
|
563,011
|
|
|
18,113
|
|
|
(42,989
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from sales of securities available-for-sale
|
981,481
|
|
|
4,096,453
|
|
|
989,786
|
|
|||
Proceeds from maturities and calls of securities available-for-sale
|
518,978
|
|
|
51,550
|
|
|
687
|
|
|||
Proceeds from principal repayments of securities available-for-sale
|
43,936
|
|
|
95,556
|
|
|
109,026
|
|
|||
Proceeds from maturities and calls of securities held-to-maturity
|
143,505
|
|
|
78,050
|
|
|
—
|
|
|||
Purchases of securities available-for-sale
|
(962,390
|
)
|
|
(5,723,578
|
)
|
|
(1,591,883
|
)
|
|||
Purchases of securities held-to-maturity
|
—
|
|
|
—
|
|
|
(962,052
|
)
|
|||
Purchases of bank owned life insurance
|
—
|
|
|
—
|
|
|
(80,000
|
)
|
|||
Net cash provided by disposal of discontinued operations
|
56,123
|
|
|
—
|
|
|
—
|
|
|||
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
|
(1,128,172
|
)
|
|
(1,778,994
|
)
|
|
(501,927
|
)
|
|||
Purchase of loans and leases
|
—
|
|
|
(182,231
|
)
|
|
(705,709
|
)
|
|||
Redemption of Federal Home Loan Bank stock
|
29,612
|
|
|
38,988
|
|
|
18,459
|
|
|||
Purchase of Federal Home Loan Bank and other bank stocks
|
(37,424
|
)
|
|
(47,798
|
)
|
|
(35,287
|
)
|
|||
Proceeds from sale of loans held-for-investment
|
605,502
|
|
|
930,342
|
|
|
575,477
|
|
|||
Net change in time deposits in financial institutions
|
1,000
|
|
|
500
|
|
|
400
|
|
|||
Proceeds from sale of other real estate owned
|
3,508
|
|
|
1,737
|
|
|
909
|
|
|||
Proceeds from sale of mortgage servicing rights
|
1,496
|
|
|
5
|
|
|
5,862
|
|
|||
Proceeds from sale of premises and equipment
|
2,663
|
|
|
28
|
|
|
50,639
|
|
|||
Additions to premises and equipment
|
(15,323
|
)
|
|
(44,683
|
)
|
|
(83,259
|
)
|
|||
Payments of capital lease obligations
|
(1,434
|
)
|
|
(954
|
)
|
|
(947
|
)
|
|||
Funding of equity investment
|
(35,826
|
)
|
|
(23,324
|
)
|
|
—
|
|
|||
Investments in alternative energy partnerships
|
(55,377
|
)
|
|
(57,149
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
151,858
|
|
|
(2,318,286
|
)
|
|
(2,256,550
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net (decrease) increase in deposits
|
(1,849,247
|
)
|
|
2,839,065
|
|
|
1,677,855
|
|
|||
Net increase (decrease) in short-term Federal Home Loan Bank advances
|
805,000
|
|
|
(390,000
|
)
|
|
362,000
|
|
|||
Repayment of long-term Federal Home Loan Bank advances
|
(100,000
|
)
|
|
(50,000
|
)
|
|
(465,000
|
)
|
|||
Proceeds from long-term Federal Home Loan Bank advances
|
500,000
|
|
|
—
|
|
|
400,000
|
|
|||
Net increase (decrease) in other borrowings
|
(68,000
|
)
|
|
68,000
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
—
|
|
|
175,078
|
|
|
—
|
|
|||
Net proceeds from issuance of preferred stock
|
—
|
|
|
120,255
|
|
|
110,873
|
|
|||
Net proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
172,304
|
|
|||
Redemption of preferred stock
|
—
|
|
|
(42,000
|
)
|
|
—
|
|
|||
Payment of junior subordinated amortizing notes
|
(2,684
|
)
|
|
(5,078
|
)
|
|
(4,715
|
)
|
|||
Redemption of senior notes
|
—
|
|
|
(84,750
|
)
|
|
—
|
|
|||
Cash settlements of stock options
|
—
|
|
|
(359
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
2,043
|
|
|
—
|
|
|
501
|
|
|||
Restricted stock surrendered due to employee tax liability
|
(6,824
|
)
|
|
(4,436
|
)
|
|
(2,254
|
)
|
|||
Dividend equivalents paid on stock appreciation rights
|
(810
|
)
|
|
(742
|
)
|
|
(699
|
)
|
|||
Dividends paid on preferred stock
|
(20,451
|
)
|
|
(19,630
|
)
|
|
(9,446
|
)
|
|||
Dividends paid on common stock
|
(25,707
|
)
|
|
(21,844
|
)
|
|
(16,955
|
)
|
|||
Net cash provided by (used in) financing activities
|
(766,680
|
)
|
|
2,583,559
|
|
|
2,224,464
|
|
|||
Net change in cash and cash equivalents
|
(51,811
|
)
|
|
283,386
|
|
|
(75,075
|
)
|
|||
Cash and cash equivalents at beginning of year
|
439,510
|
|
|
156,124
|
|
|
231,199
|
|
|||
Cash and cash equivalents at end of year
|
$
|
387,699
|
|
|
$
|
439,510
|
|
|
$
|
156,124
|
|
Supplemental cash flow information
|
|
|
|
|
|
||||||
Interest paid on deposits and borrowed funds
|
$
|
81,805
|
|
|
$
|
59,380
|
|
|
$
|
44,810
|
|
Income taxes paid
|
11,318
|
|
|
42,377
|
|
|
33,429
|
|
|||
Income taxes refunds received
|
14,119
|
|
|
1
|
|
|
19
|
|
|||
Supplemental disclosure of non-cash activities
|
|
|
|
|
|
||||||
Transfer from loans to other real estate owned, net
|
3,086
|
|
|
3,269
|
|
|
1,598
|
|
|||
Transfer of loans held-for-investment to loans held-for-sale
|
593,977
|
|
|
191,666
|
|
|
—
|
|
|||
Transfer of loans held-for-sale to loans held-for-investment
|
88,591
|
|
|
7,115
|
|
|
482,851
|
|
|||
Reclassification of securities held-to-maturity to securities available-for-sale
|
740,863
|
|
|
—
|
|
|
—
|
|
|||
Equipment acquired under capital leases
|
1,452
|
|
|
16
|
|
|
112
|
|
|||
Receivable on unsettled securities sales
|
5,559
|
|
|
—
|
|
|
—
|
|
|||
Due on unsettled securities purchases
|
—
|
|
|
50,149
|
|
|
—
|
|
|||
Loans sold to Ginnie Mae that are subject to a repurchase option
|
65,998
|
|
|
16,513
|
|
|
8,378
|
|
•
|
Commercial and industrial (general commercial and industrial, warehouse lending, and direct leveraged lending)
|
•
|
Commercial real estate
|
•
|
Multifamily
|
•
|
SBA
|
•
|
Construction
|
•
|
Lease Financing
|
•
|
SFR - 1st deeds of trust (general SFR mortgage and other)
|
•
|
Other consumer (HELOC and other)
|
($ in thousands)
|
|
Year Ended December 31, 2016
|
||
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
|
|
($ in thousands)
|
|
Year Ended December 31, 2017
|
||
Proceeds from the transaction
|
|
$
|
63,054
|
|
Compensation expense related to the transaction
|
|
(3,500
|
)
|
|
Other transaction costs
|
|
(3,431
|
)
|
|
Net cash proceeds
|
|
56,123
|
|
|
Book value of certain assets sold
|
|
(2,455
|
)
|
|
Book value of MSRs sold
|
|
(37,772
|
)
|
|
Goodwill
|
|
(2,100
|
)
|
|
Net gain on disposal
|
|
$
|
13,796
|
|
(1)
|
Includes
$7.1 million
and
$16.5 million
of GNMA loans, respectively, that were delinquent more than 90 days and subject to a repurchase option by the Company at
December 31, 2017
and
2016
, respectively. As such, the Company is deemed to have regained control over those previously transferred assets and has re-recognized them with an offsetting liability recognized in Accrued Expenses and Other Liabilities in the Statements of Financial Condition of Discontinued Operations, as a secured borrowing. Because the Company intends to exercise its option to repurchase and sell them within one year, they have been classified as part of discontinued operations.
|
|
|
Year Ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income
|
|
|
|
|
|
|
||||||
Loans, including fees
|
|
$
|
7,052
|
|
|
$
|
15,128
|
|
|
$
|
12,531
|
|
Total interest income
|
|
7,052
|
|
|
15,128
|
|
|
12,531
|
|
|||
Noninterest income
|
|
|
|
|
|
|
||||||
Net gain on disposal
|
|
13,796
|
|
|
—
|
|
|
—
|
|
|||
Loan servicing income
|
|
1,551
|
|
|
4,752
|
|
|
1,568
|
|
|||
Net revenue on mortgage banking activities
|
|
42,889
|
|
|
167,024
|
|
|
144,685
|
|
|||
Loan brokerage income
|
|
164
|
|
|
268
|
|
|
315
|
|
|||
All other income
|
|
1,707
|
|
|
1,206
|
|
|
(2,097
|
)
|
|||
Total noninterest income
|
|
60,107
|
|
|
173,250
|
|
|
144,471
|
|
|||
Noninterest expense
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
38,374
|
|
|
111,771
|
|
|
98,269
|
|
|||
Occupancy and equipment
|
|
3,964
|
|
|
10,972
|
|
|
11,040
|
|
|||
Professional fees
|
|
2,546
|
|
|
920
|
|
|
693
|
|
|||
Outside Service Fees
|
|
5,625
|
|
|
6,063
|
|
|
4,383
|
|
|||
Data processing
|
|
687
|
|
|
2,522
|
|
|
2,173
|
|
|||
Advertising
|
|
1,357
|
|
|
3,846
|
|
|
2,689
|
|
|||
Restructuring expense
|
|
3,794
|
|
|
—
|
|
|
—
|
|
|||
All other expenses
|
|
3,648
|
|
|
3,367
|
|
|
2,655
|
|
|||
Total noninterest expense
|
|
59,995
|
|
|
139,461
|
|
|
121,902
|
|
|||
Income from discontinued operations before income taxes
|
|
7,164
|
|
|
48,917
|
|
|
35,100
|
|
|||
Income tax expense
|
|
2,929
|
|
|
20,241
|
|
|
14,146
|
|
|||
Income (loss) from discontinued operations
|
|
$
|
4,235
|
|
|
$
|
28,676
|
|
|
$
|
20,954
|
|
|
|
Year Ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
365,045
|
|
|
$
|
(19,757
|
)
|
|
$
|
(80,100
|
)
|
Net cash provided by investing activities
|
|
56,123
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) discontinued operations
|
|
$
|
421,168
|
|
|
$
|
(19,757
|
)
|
|
$
|
(80,100
|
)
|
•
|
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
|
||||||||||||
($ in thousands)
|
|
Carrying Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
SBA loan pools securities
|
|
$
|
1,058
|
|
|
$
|
—
|
|
|
$
|
1,058
|
|
|
$
|
—
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
476,929
|
|
|
—
|
|
|
476,929
|
|
|
—
|
|
||||
Non-agency residential mortgage-backed securities
|
|
756
|
|
|
—
|
|
|
756
|
|
|
—
|
|
||||
Non-agency commercial mortgage-backed securities
|
|
310,511
|
|
|
—
|
|
|
310,511
|
|
|
—
|
|
||||
Collateralized loan obligations
|
|
1,702,318
|
|
|
—
|
|
|
1,702,318
|
|
|
—
|
|
||||
Corporate debt securities
|
|
83,897
|
|
|
—
|
|
|
83,897
|
|
|
—
|
|
||||
Loans held-for-sale, carried at fair value
(1)
|
|
105,299
|
|
|
—
|
|
|
6,359
|
|
|
98,940
|
|
||||
Mortgage servicing rights
(2)
|
|
31,852
|
|
|
—
|
|
|
—
|
|
|
31,852
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps and caps
(3)
|
|
1,005
|
|
|
—
|
|
|
1,005
|
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps and caps
(4)
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
|
—
|
|
(1)
|
Includes loans held-for-sale carried at fair value of
$38.7 million
(
$6.4 million
at Level 2 and
$32.3 million
at Level 3) of discontinued operations, which are included in Assets of Discontinued Operations on the Consolidated Statements of Financial Condition
|
(2)
|
Included in Servicing Rights, Net on the Consolidated Statements of Financial Condition
|
(3)
|
Included in Other Assets on the Consolidated Statements of Financial Condition
|
(4)
|
Included in Accrued Expenses and Other Liabilities on the Consolidated Statements of Financial Condition
|
|
|
|
|
Fair Value Measurement Level
|
||||||||||||
($ in thousands)
|
|
Carrying Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
SBA loan pools securities
|
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
|
$
|
—
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
807,273
|
|
|
—
|
|
|
807,273
|
|
|
—
|
|
||||
Non-agency residential mortgage-backed securities
|
|
117,177
|
|
|
—
|
|
|
117,177
|
|
|
—
|
|
||||
Collateralized loan obligations
|
|
1,406,869
|
|
|
—
|
|
|
1,406,869
|
|
|
—
|
|
||||
Corporate debt securities
|
|
48,948
|
|
|
—
|
|
|
48,948
|
|
|
—
|
|
||||
Loans held-for-sale, carried at fair value
(1)
|
|
416,974
|
|
|
—
|
|
|
358,714
|
|
|
58,260
|
|
||||
Mortgage servicing rights
(2)
|
|
76,121
|
|
|
—
|
|
|
—
|
|
|
76,121
|
|
||||
Derivative assets
|
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
(3)
|
|
8,317
|
|
|
—
|
|
|
8,317
|
|
|
—
|
|
||||
Mandatory forward commitments
(3)
|
|
8,897
|
|
|
—
|
|
|
8,897
|
|
|
—
|
|
||||
Interest rate swaps and caps
(4)
|
|
707
|
|
|
—
|
|
|
707
|
|
|
—
|
|
||||
Foreign exchange contracts
(4)
|
|
47
|
|
|
—
|
|
|
47
|
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
(5)
|
|
231
|
|
|
—
|
|
|
231
|
|
|
—
|
|
||||
Mandatory forward commitments
(5)
|
|
1,212
|
|
|
—
|
|
|
1,212
|
|
|
—
|
|
||||
Interest rate swaps and caps
(6)
|
|
655
|
|
|
—
|
|
|
655
|
|
|
—
|
|
||||
Foreign exchange contracts
(6)
|
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
(1)
|
Includes loans held-for-sale carried at fair value of
$406.3 million
(
$348.1 million
at Level 2 and
$58.3 million
at Level 3) of discontinued operations, which are included in Assets of Discontinued Operations on the Consolidated Statements of Financial Condition
|
(2)
|
Included in Servicing Rights, Net, except for
$37.7 million
included in Assets of Discontinued Operations, on the Consolidated Statements of Financial Condition
|
(3)
|
Included in Assets of Discontinued Operations on the Consolidated Statements of Financial Condition
|
(4)
|
Included in Other Assets on the Consolidated Statements of Financial Condition
|
(5)
|
Included in Liabilities of Discontinued Operations on the Consolidated Statements of Financial Condition
|
(6)
|
Included in Accrued Expenses and Other Liabilities on the Consolidated Statements of Financial Condition
|
|
|
Year Ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Mortgage servicing rights
(1)
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
76,121
|
|
|
$
|
49,939
|
|
|
$
|
19,082
|
|
Transfers in and (out) of Level 3
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
|
||||||
Included in earnings—fair value adjustment
|
|
(10,240
|
)
|
|
(5,709
|
)
|
|
(3,568
|
)
|
|||
Additions
|
|
12,127
|
|
|
49,293
|
|
|
45,263
|
|
|||
Sales, paydowns, and other
(3)
|
|
(46,156
|
)
|
|
(17,402
|
)
|
|
(10,838
|
)
|
|||
Balance at end of period
|
|
$
|
31,852
|
|
|
$
|
76,121
|
|
|
$
|
49,939
|
|
Loans Repurchased
or eligible to be repurchased
from Ginnie Mae Loan Pools
(4)
|
|
|
|
|
|
|
||||||
Balance at beginning of period
|
|
$
|
58,260
|
|
|
$
|
18,291
|
|
|
$
|
—
|
|
Transfers in and (out) of Level 3
(2)
|
|
—
|
|
|
—
|
|
|
1,088
|
|
|||
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
|
||||||
Included in earnings—fair value adjustment
|
|
(781
|
)
|
|
216
|
|
|
—
|
|
|||
Additions
|
|
117,215
|
|
|
51,123
|
|
|
18,555
|
|
|||
Sales, settlements, and other
|
|
(75,754
|
)
|
|
(11,370
|
)
|
|
(1,352
|
)
|
|||
Balance at end of period
|
|
$
|
98,940
|
|
|
$
|
58,260
|
|
|
$
|
18,291
|
|
(1)
|
Includes MSRs of discontinued operations, which is included in Assets of Discontinued Operations on the Consolidated Statements of Financial Condition, of
$37.7 million
,
$22.9 million
, and
$10.7 million
, respectively, in balance at beginning of period, and
$0
,
$37.7 million
, and
$22.9 million
, respectively, in balance at end of period for the years ended
December 31, 2017
,
2016
and
2015
|
(2)
|
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
|
(3)
|
Includes
$37.8 million
of MSRs sold as a part of discontinued operations for the year ended
December 31, 2017
|
(4)
|
Includes loans repurchased or eligible to be repurchased from Ginnie Mae Loan Pools of discontinued operations, which is included in Assets of Discontinued Operations on the Consolidated Statements of Financial Condition, of
$58.3 million
,
$18.3 million
and
$0
, respectively, in balance at beginning of period, and
$32.3 million
,
$58.3 million
and
$18.3 million
, respectively, in balance at end of period for the years ended
December 31, 2017
,
2016
and
2015
|
($ in thousands)
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Unobservable Input(s)
|
|
Range (Weighted-Average)
|
||
December 31, 2017
|
|
|
|
|
|
|
|
|
||
Mortgage servicing rights
(1)
|
|
$
|
2,059
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
13.00% to 13.00% (13.00%)
|
|
|
|
|
|
|
Prepayment rate
|
|
10.04% to 49.97% (16.54%)
|
||
December 31, 2016
|
|
|
|
|
|
|
|
|
||
Mortgage servicing rights
(2)
|
|
$
|
76,121
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
9.11% to 15.00% (10.18%)
|
|
|
|
|
|
|
Prepayment rate
|
|
7.00% to 39.90% (11.84%)
|
(1)
|
Excludes MSRs held-for-sale of
$29.8 million
, which were valued based on a market bid adjusted for value associated with early payoffs and paydowns
|
(2)
|
Includes MSRs of
$37.7 million
of discontinued operations
|
|
|
December
31,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||||
($ in thousands)
|
|
Fair Value
|
|
Unpaid Principal Balance
|
|
Difference
|
|
Fair Value
|
|
Unpaid Principal Balance
|
|
Difference
|
||||||||||||
Loans held-for-sale, carried at fair value in continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total loans
|
|
$
|
66,603
|
|
|
$
|
67,415
|
|
|
$
|
(812
|
)
|
|
$
|
10,636
|
|
|
$
|
10,606
|
|
|
$
|
30
|
|
Non-accrual loans
(1)
|
|
60,999
|
|
|
61,900
|
|
|
(901
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loans past due 90 days or more and still accruing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loans held-for-sale, carried at fair value in discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total loans
|
|
$
|
38,696
|
|
|
$
|
39,541
|
|
|
$
|
(845
|
)
|
|
$
|
406,338
|
|
|
$
|
397,283
|
|
|
$
|
9,055
|
|
Non-accrual loans
(2)
|
|
24,073
|
|
|
24,297
|
|
|
(224
|
)
|
|
54,151
|
|
|
54,824
|
|
|
(673
|
)
|
||||||
Loans past due 90 days or more and still accruing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Includes loans guaranteed by the U.S. government of
$54.2 million
and
$0
, respectively, at December 31, 2017 and 2016
|
(2)
|
Includes loans guaranteed by the U.S. government of
$20.7 million
and
$43.8 million
, respectively, at December 31, 2017 and 2016
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net gains (losses) from fair value changes
|
|
|
|
|
|
|
||||||
Net gain on sale of loans (continuing operations)
|
|
$
|
(170
|
)
|
|
$
|
29
|
|
|
$
|
67
|
|
Net revenue on mortgage banking activities (discontinued operations)
|
|
(288
|
)
|
|
7,365
|
|
|
11,326
|
|
|
|
|
|
Fair Value Measurement Level
|
||||||||||||
($ in thousands)
|
|
Carrying Value
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
|
||||||||
SBA
|
|
$
|
174
|
|
|
—
|
|
|
—
|
|
|
$
|
174
|
|
||
Other real estate owned:
|
|
|
|
|
|
|
|
|
||||||||
Single family residential
|
|
1,415
|
|
|
—
|
|
|
—
|
|
|
1,415
|
|
||||
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
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Impaired loans:
|
|
|
|
|
|
|
||||||
Single family residential mortgage
|
|
$
|
(164
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
SBA
|
|
(200
|
)
|
|
—
|
|
|
4
|
|
|||
Other consumer
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|||
Other real estate owned
|
|
|
|
|
|
|
||||||
Single family residential
|
|
(284
|
)
|
|
(235
|
)
|
|
(15
|
)
|
|
|
Carrying Amount
|
|
Fair Value Measurement Level
|
||||||||||||||||
($ in thousands)
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
387,699
|
|
|
$
|
387,699
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
387,699
|
|
Securities available-for-sale
|
|
2,575,469
|
|
|
—
|
|
|
2,575,469
|
|
|
—
|
|
|
2,575,469
|
|
|||||
Federal Home Loan Bank and other bank stock
|
|
75,654
|
|
|
—
|
|
|
75,654
|
|
|
—
|
|
|
75,654
|
|
|||||
Loans held-for-sale
(1)
|
|
105,765
|
|
|
—
|
|
|
6,866
|
|
|
98,940
|
|
|
105,806
|
|
|||||
Loans and leases receivable, net of allowance
|
|
6,610,074
|
|
|
—
|
|
|
—
|
|
|
6,601,767
|
|
|
6,601,767
|
|
|||||
Accrued interest receivable
|
|
35,355
|
|
|
35,355
|
|
|
—
|
|
|
—
|
|
|
35,355
|
|
|||||
Derivative assets
|
|
1,005
|
|
|
—
|
|
|
1,005
|
|
|
—
|
|
|
1,005
|
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
7,292,903
|
|
|
—
|
|
|
—
|
|
|
7,063,613
|
|
|
7,063,613
|
|
|||||
Advances from Federal Home Loan Bank
|
|
1,695,000
|
|
|
—
|
|
|
1,695,039
|
|
|
—
|
|
|
1,695,039
|
|
|||||
Long-term debt
|
|
172,941
|
|
|
—
|
|
|
180,560
|
|
|
—
|
|
|
180,560
|
|
|||||
Derivative liabilities
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
|
—
|
|
|
1,033
|
|
|||||
Accrued interest payable
|
|
7,321
|
|
|
7,321
|
|
|
—
|
|
|
—
|
|
|
7,321
|
|
|||||
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
(2)
|
|
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
|
|
(1)
|
Includes loans held-for-sale carried at fair value of
$38.7 million
(
$6.4 million
at Level 2 and
$32.3 million
at Level 3) of discontinued operations
|
(2)
|
Includes loans held-for-sale carried at fair value of
$406.3 million
(
$348.1 million
at Level 2 and
$58.3 million
at Level 3) of discontinued operations
|
($ in thousands)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
|
$
|
1,056
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
1,058
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
492,255
|
|
|
10
|
|
|
(15,336
|
)
|
|
476,929
|
|
||||
Non-agency residential mortgage-backed securities
|
|
741
|
|
|
16
|
|
|
(1
|
)
|
|
756
|
|
||||
Non-agency commercial mortgage-backed securities
|
|
305,172
|
|
|
5,339
|
|
|
—
|
|
|
310,511
|
|
||||
Collateralized loan obligations
|
|
1,691,455
|
|
|
11,129
|
|
|
(266
|
)
|
|
1,702,318
|
|
||||
Corporate debt securities
|
|
76,714
|
|
|
7,183
|
|
|
—
|
|
|
83,897
|
|
||||
Total securities available-for-sale
|
|
$
|
2,567,393
|
|
|
$
|
23,679
|
|
|
$
|
(15,603
|
)
|
|
$
|
2,575,469
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
Non-agency commercial mortgage-backed securities
|
|
$
|
305,918
|
|
|
$
|
2,949
|
|
|
$
|
(1,781
|
)
|
|
$
|
307,086
|
|
Collateralized loan obligations
|
|
338,226
|
|
|
1,461
|
|
|
(61
|
)
|
|
339,626
|
|
||||
Corporate debt securities
|
|
240,090
|
|
|
13,032
|
|
|
(91
|
)
|
|
253,031
|
|
||||
Total securities held-to-maturity
|
|
$
|
884,234
|
|
|
$
|
17,442
|
|
|
$
|
(1,933
|
)
|
|
$
|
899,743
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
SBA loan pool securities
|
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
830,682
|
|
|
9
|
|
|
(23,418
|
)
|
|
807,273
|
|
||||
Non-agency residential mortgage-backed securities
|
|
121,397
|
|
|
18
|
|
|
(4,238
|
)
|
|
117,177
|
|
||||
Collateralized loan obligations
|
|
1,395,094
|
|
|
12,449
|
|
|
(674
|
)
|
|
1,406,869
|
|
||||
Corporate debt securities
|
|
48,574
|
|
|
482
|
|
|
(108
|
)
|
|
48,948
|
|
||||
Total securities available-for-sale
|
|
$
|
2,396,968
|
|
|
$
|
12,958
|
|
|
$
|
(28,438
|
)
|
|
$
|
2,381,488
|
|
|
|
December 31, 2017
|
||||||
($ in thousands)
|
|
Amortized Cost
|
|
Fair Value
|
||||
Maturity:
|
|
|
|
|
||||
Within one year
|
|
$
|
—
|
|
|
$
|
—
|
|
One to five years
|
|
—
|
|
|
—
|
|
||
Five to ten years
|
|
76,714
|
|
|
83,897
|
|
||
Greater than ten years
|
|
—
|
|
|
—
|
|
||
Mortgage-backed securities, collateralized loan obligations, and SBA loan pool securities
|
|
2,490,679
|
|
|
2,491,572
|
|
||
Total
|
|
$
|
2,567,393
|
|
|
$
|
2,575,469
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Gross realized gains on sales and calls of securities available-for-sale
|
|
$
|
14,768
|
|
|
$
|
30,919
|
|
|
$
|
3,260
|
|
Gross realized losses on sales and calls of securities available-for-sale
|
|
—
|
|
|
(1,514
|
)
|
|
(2
|
)
|
|||
Net realized gains on sales and calls of securities available-for-sale
|
|
$
|
14,768
|
|
|
$
|
29,405
|
|
|
$
|
3,258
|
|
Proceeds from sales and calls of securities available-for-sale
|
|
$
|
1,500,459
|
|
|
$
|
4,148,003
|
|
|
$
|
989,786
|
|
Tax expense on sales and calls of securities available-for-sale
|
|
$
|
6,180
|
|
|
$
|
12,218
|
|
|
$
|
1,368
|
|
|
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
($ in thousands)
|
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Gross Unrealized Losses
|
||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
$
|
4,880
|
|
|
$
|
(35
|
)
|
|
$
|
470,092
|
|
|
$
|
(15,301
|
)
|
|
$
|
474,972
|
|
|
$
|
(15,336
|
)
|
Non-agency residential mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
148
|
|
|
(1
|
)
|
|
148
|
|
|
(1
|
)
|
||||||
Collateralized loan obligations
|
|
104,334
|
|
|
(266
|
)
|
|
—
|
|
|
—
|
|
|
104,334
|
|
|
(266
|
)
|
||||||
Total securities available-for-sale
|
|
$
|
109,214
|
|
|
$
|
(301
|
)
|
|
$
|
470,240
|
|
|
$
|
(15,302
|
)
|
|
$
|
579,454
|
|
|
$
|
(15,603
|
)
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-agency commercial mortgage-backed securities
|
|
$
|
60,221
|
|
|
$
|
(1,781
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,221
|
|
|
$
|
(1,781
|
)
|
Collateralized loan obligations
|
|
10,056
|
|
|
(6
|
)
|
|
56,095
|
|
|
(55
|
)
|
|
66,151
|
|
|
(61
|
)
|
||||||
Corporate debt securities
|
|
9,907
|
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
9,907
|
|
|
(91
|
)
|
||||||
Total securities held-to-maturity
|
|
$
|
80,184
|
|
|
$
|
(1,878
|
)
|
|
$
|
56,095
|
|
|
$
|
(55
|
)
|
|
$
|
136,279
|
|
|
$
|
(1,933
|
)
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
SBA loan pool securities
|
|
$
|
1,221
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,221
|
|
|
$
|
—
|
|
U.S. government agency and U.S. government sponsored enterprise residential mortgage-backed securities
|
|
805,803
|
|
|
(23,410
|
)
|
|
760
|
|
|
(8
|
)
|
|
806,563
|
|
|
(23,418
|
)
|
||||||
Non-agency residential mortgage-backed securities
|
|
116,216
|
|
|
(4,238
|
)
|
|
230
|
|
|
—
|
|
|
116,446
|
|
|
(4,238
|
)
|
||||||
Collateralized loan obligations
|
|
187,592
|
|
|
(674
|
)
|
|
—
|
|
|
—
|
|
|
187,592
|
|
|
(674
|
)
|
||||||
Corporate debt securities
|
|
—
|
|
|
—
|
|
|
3,530
|
|
|
(108
|
)
|
|
3,530
|
|
|
(108
|
)
|
||||||
Total securities available-for-sale
|
|
$
|
1,110,832
|
|
|
$
|
(28,322
|
)
|
|
$
|
4,520
|
|
|
$
|
(116
|
)
|
|
$
|
1,115,352
|
|
|
$
|
(28,438
|
)
|
($ in thousands)
|
|
NTM Loans
|
|
Traditional Loans and Leases
|
|
Total NTM and Traditional Loans and Leases
|
|
PCI Loans
|
|
Total Loans and Leases Receivable
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
1,701,951
|
|
|
$
|
1,701,951
|
|
|
$
|
—
|
|
|
$
|
1,701,951
|
|
Commercial real estate
|
|
—
|
|
|
717,415
|
|
|
717,415
|
|
|
—
|
|
|
717,415
|
|
|||||
Multifamily
|
|
—
|
|
|
1,816,141
|
|
|
1,816,141
|
|
|
—
|
|
|
1,816,141
|
|
|||||
SBA
|
|
—
|
|
|
78,699
|
|
|
78,699
|
|
|
—
|
|
|
78,699
|
|
|||||
Construction
|
|
—
|
|
|
182,960
|
|
|
182,960
|
|
|
—
|
|
|
182,960
|
|
|||||
Lease financing
|
|
—
|
|
|
13
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single family residential mortgage
|
|
721,158
|
|
|
1,252,294
|
|
|
1,973,452
|
|
|
—
|
|
|
1,973,452
|
|
|||||
Green Loans (HELOC) - first liens
|
|
82,197
|
|
|
—
|
|
|
82,197
|
|
|
—
|
|
|
82,197
|
|
|||||
Green Loans (HELOC) - second liens
|
|
3,578
|
|
|
—
|
|
|
3,578
|
|
|
—
|
|
|
3,578
|
|
|||||
Other consumer
|
|
—
|
|
|
103,001
|
|
|
103,001
|
|
|
—
|
|
|
103,001
|
|
|||||
Total loans and leases
|
|
$
|
806,933
|
|
|
$
|
5,852,474
|
|
|
$
|
6,659,407
|
|
|
$
|
—
|
|
|
$
|
6,659,407
|
|
Percentage to total loans and leases
|
|
12.1
|
%
|
|
87.9
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
100.0
|
%
|
|||||
Allowance for loan and lease losses
|
|
|
|
|
|
|
|
|
|
(49,333
|
)
|
|||||||||
Loans and leases receivable, net
|
|
|
|
|
|
|
|
|
|
$
|
6,610,074
|
|
||||||||
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
|
|
|||||
Multifamily
|
|
—
|
|
|
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,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||
($ in thousands)
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||
Green Loans (HELOC) - first liens
|
|
101
|
|
|
$
|
82,197
|
|
|
10.2
|
%
|
|
107
|
|
|
$
|
87,469
|
|
|
9.9
|
%
|
Interest only - first liens
|
|
468
|
|
|
717,484
|
|
|
88.9
|
%
|
|
522
|
|
|
784,364
|
|
|
88.6
|
%
|
||
Negative amortization
|
|
11
|
|
|
3,674
|
|
|
0.5
|
%
|
|
22
|
|
|
9,756
|
|
|
1.1
|
%
|
||
Total NTM - first liens
|
|
580
|
|
|
803,355
|
|
|
99.6
|
%
|
|
651
|
|
|
881,589
|
|
|
99.6
|
%
|
||
Green Loans (HELOC) - second liens
|
|
12
|
|
|
3,578
|
|
|
0.4
|
%
|
|
12
|
|
|
3,559
|
|
|
0.4
|
%
|
||
Total NTM - second liens
|
|
12
|
|
|
3,578
|
|
|
0.4
|
%
|
|
12
|
|
|
3,559
|
|
|
0.4
|
%
|
||
Total NTM loans
|
|
592
|
|
|
806,933
|
|
|
100.0
|
%
|
|
663
|
|
|
885,148
|
|
|
100.0
|
%
|
||
Total loans and leases
|
|
|
|
$
|
6,659,407
|
|
|
|
|
|
|
$
|
6,034,752
|
|
|
|
||||
Percentage to total loans and leases
|
|
|
|
12.1
|
%
|
|
|
|
|
|
14.7
|
%
|
|
|
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
|
By FICO Scores Obtained During the Quarter Ended December
31, 2017
|
|
By FICO Scores Obtained During the Quarter Ended December
31, 2016
|
|
Change
|
||||||||||||||||||||||||
($ in thousands)
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||
FICO score
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
800+
|
|
12
|
|
|
$
|
7,737
|
|
|
9.4
|
%
|
|
15
|
|
|
$
|
9,091
|
|
|
11.1
|
%
|
|
(3
|
)
|
|
$
|
(1,354
|
)
|
|
(1.7
|
)%
|
700-799
|
|
57
|
|
|
42,397
|
|
|
51.6
|
%
|
|
50
|
|
|
38,486
|
|
|
46.8
|
%
|
|
7
|
|
|
3,911
|
|
|
4.8
|
%
|
|||
600-699
|
|
23
|
|
|
23,467
|
|
|
28.5
|
%
|
|
28
|
|
|
27,420
|
|
|
33.3
|
%
|
|
(5
|
)
|
|
(3,953
|
)
|
|
(4.8
|
)%
|
|||
<600
|
|
5
|
|
|
4,691
|
|
|
5.7
|
%
|
|
1
|
|
|
1,800
|
|
|
2.2
|
%
|
|
4
|
|
|
2,891
|
|
|
3.5
|
%
|
|||
No FICO score
|
|
4
|
|
|
3,905
|
|
|
4.8
|
%
|
|
7
|
|
|
5,400
|
|
|
6.6
|
%
|
|
(3
|
)
|
|
(1,495
|
)
|
|
(1.8
|
)%
|
|||
Total
|
|
101
|
|
|
$
|
82,197
|
|
|
100.0
|
%
|
|
101
|
|
|
$
|
82,197
|
|
|
100.0
|
%
|
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
|
Green
|
|
Interest Only
|
|
Negative Amortization
|
|
Total
|
||||||||||||||||||||||||||||||||
($ in thousands)
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
|
Count
|
|
Amount
|
|
Percent
|
||||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
< 61
|
|
60
|
|
|
$
|
51,241
|
|
|
62.3
|
%
|
|
242
|
|
|
$
|
407,810
|
|
|
56.8
|
%
|
|
9
|
|
|
$
|
2,826
|
|
|
76.9
|
%
|
|
311
|
|
|
$
|
461,877
|
|
|
57.5
|
%
|
61-80
|
|
33
|
|
|
25,072
|
|
|
30.5
|
%
|
|
220
|
|
|
300,500
|
|
|
41.9
|
%
|
|
2
|
|
|
848
|
|
|
23.1
|
%
|
|
255
|
|
|
326,420
|
|
|
40.6
|
%
|
||||
81-100
|
|
8
|
|
|
5,884
|
|
|
7.2
|
%
|
|
6
|
|
|
9,174
|
|
|
1.3
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
14
|
|
|
15,058
|
|
|
1.9
|
%
|
||||
> 100
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||
Total
|
|
101
|
|
|
$
|
82,197
|
|
|
100.0
|
%
|
|
468
|
|
|
$
|
717,484
|
|
|
100.0
|
%
|
|
11
|
|
|
$
|
3,674
|
|
|
100.0
|
%
|
|
580
|
|
|
$
|
803,355
|
|
|
100.0
|
%
|
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
|
%
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
40,444
|
|
|
$
|
35,533
|
|
|
$
|
29,480
|
|
Loans and leases charged-off
|
|
(5,581
|
)
|
|
(2,618
|
)
|
|
(1,942
|
)
|
|||
Recoveries of loans and leases previously charged off
|
|
771
|
|
|
2,258
|
|
|
526
|
|
|||
Provision for loan and lease losses
|
|
13,699
|
|
|
5,271
|
|
|
7,469
|
|
|||
Balance at end of year
|
|
$
|
49,333
|
|
|
$
|
40,444
|
|
|
$
|
35,533
|
|
($ in thousands)
|
|
Commercial and Industrial
|
|
Commercial Real Estate
|
|
Multifamily
|
|
SBA
|
|
Construction
|
|
Lease Financing
|
|
Single Family Residential Mortgage
|
|
Other Consumer
|
|
Total
|
||||||||||||||||||
ALLL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2016
|
|
$
|
7,584
|
|
|
$
|
5,467
|
|
|
$
|
11,376
|
|
|
$
|
939
|
|
|
$
|
2,015
|
|
|
$
|
6
|
|
|
$
|
12,075
|
|
|
$
|
982
|
|
|
$
|
40,444
|
|
Charge-offs
|
|
(1,730
|
)
|
|
(113
|
)
|
|
—
|
|
|
(625
|
)
|
|
(29
|
)
|
|
—
|
|
|
(2,806
|
)
|
|
(278
|
)
|
|
(5,581
|
)
|
|||||||||
Recoveries
|
|
54
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|
—
|
|
|
32
|
|
|
1
|
|
|
262
|
|
|
771
|
|
|||||||||
Provision
|
|
8,372
|
|
|
(383
|
)
|
|
1,889
|
|
|
965
|
|
|
1,332
|
|
|
(38
|
)
|
|
1,726
|
|
|
(164
|
)
|
|
13,699
|
|
|||||||||
Balance at December 31, 2017
|
|
$
|
14,280
|
|
|
$
|
4,971
|
|
|
$
|
13,265
|
|
|
$
|
1,701
|
|
|
$
|
3,318
|
|
|
$
|
—
|
|
|
$
|
10,996
|
|
|
$
|
802
|
|
|
$
|
49,333
|
|
Individually evaluated for impairment
|
|
$
|
498
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
435
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
277
|
|
|
$
|
7
|
|
|
$
|
1,217
|
|
Collectively evaluated for impairment
|
|
13,782
|
|
|
4,971
|
|
|
13,265
|
|
|
1,266
|
|
|
3,318
|
|
|
—
|
|
|
10,719
|
|
|
795
|
|
|
48,116
|
|
|||||||||
Acquired with deteriorated credit quality
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total ending ALLL
|
|
$
|
14,280
|
|
|
$
|
4,971
|
|
|
$
|
13,265
|
|
|
$
|
1,701
|
|
|
$
|
3,318
|
|
|
$
|
—
|
|
|
$
|
10,996
|
|
|
$
|
802
|
|
|
$
|
49,333
|
|
Loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
|
$
|
3,582
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
944
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,699
|
|
|
$
|
4,825
|
|
|
$
|
24,050
|
|
Collectively evaluated for impairment
|
|
1,698,369
|
|
|
717,415
|
|
|
1,816,141
|
|
|
77,755
|
|
|
182,960
|
|
|
13
|
|
|
2,040,950
|
|
|
101,754
|
|
|
6,635,357
|
|
|||||||||
Acquired with deteriorated credit quality
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total loans and leases
|
|
$
|
1,701,951
|
|
|
$
|
717,415
|
|
|
$
|
1,816,141
|
|
|
$
|
78,699
|
|
|
$
|
182,960
|
|
|
$
|
13
|
|
|
$
|
2,055,649
|
|
|
$
|
106,579
|
|
|
$
|
6,659,407
|
|
($ in thousands)
|
|
Commercial and Industrial
|
|
Commercial Real Estate
|
|
Multifamily
|
|
SBA
|
|
Construction
|
|
Lease Financing
|
|
Single Family Residential Mortgage
|
|
Other Consumer
|
|
Total
|
||||||||||||||||||
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 loans and leases
|
|
$
|
1,522,960
|
|
|
$
|
729,959
|
|
|
$
|
1,365,262
|
|
|
$
|
73,840
|
|
|
$
|
125,100
|
|
|
$
|
379
|
|
|
$
|
2,106,630
|
|
|
$
|
110,622
|
|
|
$
|
6,034,752
|
|
|
|
December
31,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||||
($ in thousands)
|
|
Unpaid Principal Balance
|
|
Recorded Investment
|
|
Allowance for Loan and Lease Losses
|
|
Unpaid Principal Balance
|
|
Recorded Investment
|
|
Allowance for Loan and Lease Losses
|
||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
471
|
|
|
$
|
453
|
|
|
$
|
—
|
|
|
$
|
2,478
|
|
|
$
|
2,429
|
|
|
$
|
—
|
|
SBA
|
|
342
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
7,521
|
|
|
7,553
|
|
|
—
|
|
|
8,865
|
|
|
8,887
|
|
|
—
|
|
||||||
Other consumer
|
|
4,664
|
|
|
4,663
|
|
|
—
|
|
|
294
|
|
|
294
|
|
|
—
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
3,146
|
|
|
3,129
|
|
|
498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
SBA
|
|
635
|
|
|
609
|
|
|
435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
7,090
|
|
|
7,146
|
|
|
277
|
|
|
1,772
|
|
|
1,742
|
|
|
243
|
|
||||||
Other consumer
|
|
157
|
|
|
162
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
24,026
|
|
|
$
|
24,050
|
|
|
$
|
1,217
|
|
|
$
|
13,409
|
|
|
$
|
13,352
|
|
|
$
|
243
|
|
|
|
Year Ended December
31,
|
||||||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||
($ in thousands)
|
|
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
|
||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial and industrial
|
|
$
|
1,034
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,490
|
|
|
$
|
183
|
|
|
$
|
208
|
|
|
$
|
6,750
|
|
|
$
|
305
|
|
|
$
|
302
|
|
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
24
|
|
|
24
|
|
|
353
|
|
|
37
|
|
|
37
|
|
|||||||||
Multifamily
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
395
|
|
|
13
|
|
|
15
|
|
|||||||||
SBA
|
|
357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
2
|
|
|
—
|
|
|||||||||
Construction
|
|
382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Lease Financing
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Single family residential mortgage
|
|
12,611
|
|
|
199
|
|
|
182
|
|
|
27,150
|
|
|
862
|
|
|
835
|
|
|
25,093
|
|
|
869
|
|
|
885
|
|
|||||||||
Other consumer
|
|
1,757
|
|
|
8
|
|
|
8
|
|
|
294
|
|
|
8
|
|
|
9
|
|
|
424
|
|
|
12
|
|
|
13
|
|
|||||||||
Total
|
|
$
|
16,158
|
|
|
$
|
207
|
|
|
$
|
190
|
|
|
$
|
31,081
|
|
|
$
|
1,077
|
|
|
$
|
1,076
|
|
|
$
|
33,022
|
|
|
$
|
1,238
|
|
|
$
|
1,252
|
|
|
|
December 31, 2017
|
||||||||||||||||||||||
($ in thousands)
|
|
30 - 59 Days Past Due
|
|
60 - 89 Days Past Due
|
|
Greater than 89 Days Past due
|
|
Total Past Due
|
|
Current
|
|
Total
|
||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
$
|
3,353
|
|
|
$
|
1,587
|
|
|
$
|
1,171
|
|
|
$
|
6,111
|
|
|
$
|
715,047
|
|
|
$
|
721,158
|
|
Green Loans (HELOC) - first liens
|
|
5,707
|
|
|
292
|
|
|
—
|
|
|
5,999
|
|
|
76,198
|
|
|
82,197
|
|
||||||
Green Loans (HELOC) - second liens
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,578
|
|
|
3,578
|
|
||||||
Other consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total NTM loans
|
|
9,060
|
|
|
1,879
|
|
|
1,171
|
|
|
12,110
|
|
|
794,823
|
|
|
806,933
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
136
|
|
|
3,595
|
|
|
948
|
|
|
4,679
|
|
|
1,697,272
|
|
|
1,701,951
|
|
||||||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
717,415
|
|
|
717,415
|
|
||||||
Multifamily
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,816,141
|
|
|
1,816,141
|
|
||||||
SBA
|
|
3,578
|
|
|
—
|
|
|
1,319
|
|
|
4,897
|
|
|
73,802
|
|
|
78,699
|
|
||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182,960
|
|
|
182,960
|
|
||||||
Lease financing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
6,862
|
|
|
3,370
|
|
|
6,012
|
|
|
16,244
|
|
|
1,236,050
|
|
|
1,252,294
|
|
||||||
Other consumer
|
|
3,194
|
|
|
413
|
|
|
92
|
|
|
3,699
|
|
|
99,302
|
|
|
103,001
|
|
||||||
Total traditional loans and leases
|
|
13,770
|
|
|
7,378
|
|
|
8,371
|
|
|
29,519
|
|
|
5,822,955
|
|
|
5,852,474
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
SBA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total PCI loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total loans and leases
|
|
$
|
22,830
|
|
|
$
|
9,257
|
|
|
$
|
9,542
|
|
|
$
|
41,629
|
|
|
$
|
6,617,778
|
|
|
$
|
6,659,407
|
|
|
|
December 31, 2016
|
||||||||||||||||||||||
($ in thousands)
|
|
30 - 59 Days Past Due
|
|
60 - 89 Days Past Due
|
|
Greater than 89 Days Past due
|
|
Total Past Due
|
|
Current
|
|
Total
|
||||||||||||
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
|
|
||||||
Multifamily
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||||
($ in thousands)
|
|
NTM Loans
|
|
Traditional Loans and Leases
|
|
Total
|
|
NTM Loans
|
|
Traditional Loans and Leases
|
|
Total
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
3,723
|
|
|
$
|
3,723
|
|
|
$
|
—
|
|
|
$
|
3,544
|
|
|
$
|
3,544
|
|
SBA
|
|
—
|
|
|
1,781
|
|
|
1,781
|
|
|
—
|
|
|
619
|
|
|
619
|
|
||||||
Lease financing
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
109
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
1,171
|
|
|
8,176
|
|
|
9,347
|
|
|
467
|
|
|
9,820
|
|
|
10,287
|
|
||||||
Other consumer
|
|
—
|
|
|
4,531
|
|
|
4,531
|
|
|
—
|
|
|
383
|
|
|
383
|
|
||||||
Total
|
|
$
|
1,171
|
|
|
$
|
18,211
|
|
|
$
|
19,382
|
|
|
$
|
467
|
|
|
$
|
14,475
|
|
|
$
|
14,942
|
|
|
|
December
31,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||||
($ in thousands)
|
|
NTM Loans
|
|
Traditional Loans
|
|
Total
|
|
NTM Loans
|
|
Traditional Loans
|
|
Total
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
2,675
|
|
|
$
|
2,675
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
471
|
|
|
2,653
|
|
|
3,124
|
|
|
853
|
|
|
1,440
|
|
|
2,293
|
|
||||||
Green Loans (HELOC) - first liens
|
|
2,228
|
|
|
—
|
|
|
2,228
|
|
|
2,240
|
|
|
—
|
|
|
2,240
|
|
||||||
Green Loans (HELOC) - second liens
|
|
294
|
|
|
—
|
|
|
294
|
|
|
294
|
|
|
—
|
|
|
294
|
|
||||||
Total
|
|
$
|
2,993
|
|
|
$
|
5,328
|
|
|
$
|
8,321
|
|
|
$
|
3,387
|
|
|
$
|
1,440
|
|
|
$
|
4,827
|
|
|
|
Year Ended December
31,
|
||||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
($ in thousands)
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial and industrial
|
|
1
|
|
|
$
|
2,706
|
|
|
$
|
2,706
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Single family residential mortgage
|
|
3
|
|
|
$
|
2,416
|
|
|
$
|
2,433
|
|
|
42
|
|
|
$
|
10,278
|
|
|
$
|
10,273
|
|
|
13
|
|
|
$
|
4,571
|
|
|
$
|
4,493
|
|
|
Other consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
261
|
|
|
259
|
|
|||||||
Total
|
|
4
|
|
|
$
|
5,122
|
|
|
$
|
5,139
|
|
|
42
|
|
|
10,278
|
|
|
$
|
10,273
|
|
|
$
|
14
|
|
|
$
|
4,832
|
|
|
$
|
4,752
|
|
|
|
Modification Type
|
||||||||||||||||||||||||||||||||||||||||
|
|
Change in Principal Payments and Interest Rates
|
|
Change in Principal Payments
|
|
Change in Interest Rates
|
|
Chapter 7 Bankruptcy
|
|
Other
|
|
Total
|
||||||||||||||||||||||||||||||
($ in thousands)
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
|
Count
|
|
Amount
|
||||||||||||||||||
Year ended December
31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial and industrial
|
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
2,706
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
2,706
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Single family residential mortgage
|
|
2
|
|
|
1,290
|
|
|
1
|
|
|
1,143
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
2,433
|
|
||||||
Total
|
|
2
|
|
|
$
|
1,290
|
|
|
2
|
|
|
$
|
3,849
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
4
|
|
|
$
|
5,139
|
|
Year ended December
31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Single family residential mortgage
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
13
|
|
|
$
|
4,493
|
|
|
—
|
|
|
$
|
—
|
|
|
13
|
|
|
$
|
4,493
|
|
Other consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
259
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
259
|
|
||||||
Total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
14
|
|
|
$
|
4,752
|
|
|
—
|
|
|
$
|
—
|
|
|
14
|
|
|
$
|
4,752
|
|
|
|
December 31, 2017
|
||||||||||||||||||||||
($ in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Not-Rated
|
|
Total
|
||||||||||||
NTM loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
$
|
719,182
|
|
|
$
|
805
|
|
|
$
|
1,171
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
721,158
|
|
Green Loans (HELOC) - first liens
|
|
81,407
|
|
|
790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,197
|
|
||||||
Green Loans (HELOC) - second liens
|
|
3,578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,578
|
|
||||||
Other consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total NTM loans
|
|
804,167
|
|
|
1,595
|
|
|
1,171
|
|
|
—
|
|
|
—
|
|
|
806,933
|
|
||||||
Traditional loans and leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
1,651,628
|
|
|
33,376
|
|
|
16,947
|
|
|
—
|
|
|
—
|
|
|
1,701,951
|
|
||||||
Commercial real estate
|
|
713,131
|
|
|
—
|
|
|
4,284
|
|
|
—
|
|
|
—
|
|
|
717,415
|
|
||||||
Multifamily
|
|
1,815,601
|
|
|
540
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,816,141
|
|
||||||
SBA
|
|
72,417
|
|
|
1,555
|
|
|
4,621
|
|
|
106
|
|
|
—
|
|
|
78,699
|
|
||||||
Construction
|
|
182,960
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182,960
|
|
||||||
Lease financing
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
1,240,866
|
|
|
2,282
|
|
|
9,146
|
|
|
—
|
|
|
—
|
|
|
1,252,294
|
|
||||||
Other consumer
|
|
98,030
|
|
|
422
|
|
|
4,549
|
|
|
—
|
|
|
—
|
|
|
103,001
|
|
||||||
Total traditional loans and leases
|
|
5,774,646
|
|
|
38,175
|
|
|
39,547
|
|
|
106
|
|
|
—
|
|
|
5,852,474
|
|
||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
SBA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total PCI loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total loans and leases
|
|
$
|
6,578,813
|
|
|
$
|
39,770
|
|
|
$
|
40,718
|
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
6,659,407
|
|
|
|
December 31, 2016
|
||||||||||||||||||||||
($ in thousands)
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Not-Rated
|
|
Total
|
||||||||||||
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
|
|
||||||
Multifamily
|
|
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
|
|
|
|
Year Ended December
31,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
($ in thousands)
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
Sales
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Multifamily
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(242,580
|
)
|
SBA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,599
|
)
|
||||||
Lease financing
|
|
—
|
|
|
—
|
|
|
91,247
|
|
|
(19,741
|
)
|
|
127,043
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149,413
|
)
|
|
49,488
|
|
|
(165,915
|
)
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,247
|
|
|
$
|
(169,154
|
)
|
|
$
|
176,531
|
|
|
$
|
(412,094
|
)
|
|
|
Year Ended December
31,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
($ in thousands)
|
|
Transfers from Held-For-Sale
|
|
Transfers to Held-For-Sale
|
|
Transfers from Held-For-Sale
|
|
Transfers to Held-For-Sale
|
|
Transfers from Held-For-Sale
|
|
Transfers to Held-For-Sale
|
||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
(3,924
|
)
|
|
$
|
—
|
|
|
$
|
(1,757
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
|
—
|
|
|
(1,329
|
)
|
|
—
|
|
|
(2,792
|
)
|
|
3,762
|
|
|
—
|
|
||||||
Multifamily
|
|
—
|
|
|
(6,583
|
)
|
|
—
|
|
|
(81,780
|
)
|
|
—
|
|
|
—
|
|
||||||
SBA
|
|
—
|
|
|
(1,865
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Construction
|
|
—
|
|
|
(1,528
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single family residential mortgage
|
|
88,591
|
|
|
(450,625
|
)
|
|
7,115
|
|
|
(105,337
|
)
|
|
479,089
|
|
|
—
|
|
||||||
Total
|
|
$
|
88,591
|
|
|
$
|
(465,854
|
)
|
|
$
|
7,115
|
|
|
$
|
(191,666
|
)
|
|
$
|
482,851
|
|
|
$
|
—
|
|
|
|
December
31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
($ in thousands)
|
|
Outstanding Balance
|
|
Carrying Amount
|
|
Outstanding Balance
|
|
Carrying Amount
|
||||||||
Commercial:
|
|
|
|
|
|
|
|
|
||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,029
|
|
|
$
|
4,760
|
|
Commercial real estate
|
|
—
|
|
|
—
|
|
|
1,613
|
|
|
1,182
|
|
||||
SBA
|
|
—
|
|
|
—
|
|
|
3,771
|
|
|
2,672
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
|
||||||||
Single family residential mortgage
|
|
—
|
|
|
—
|
|
|
153,867
|
|
|
133,212
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
164,280
|
|
|
$
|
141,826
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
41,181
|
|
|
$
|
205,549
|
|
|
$
|
92,301
|
|
New loans or leases purchased
|
|
—
|
|
|
23,568
|
|
|
138,046
|
|
|||
Accretion of income
|
|
(3,833
|
)
|
|
(34,616
|
)
|
|
(23,441
|
)
|
|||
Increase (decrease) in expected cash flows
|
|
(225
|
)
|
|
(10,650
|
)
|
|
19,852
|
|
|||
Disposals
|
|
(34,886
|
)
|
|
(142,670
|
)
|
|
(21,209
|
)
|
|||
Other
|
|
(2,237
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
|
$
|
—
|
|
|
$
|
41,181
|
|
|
$
|
205,549
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
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
|
|
|
|
December 31,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Land
|
|
$
|
10,160
|
|
|
$
|
11,130
|
|
Building and improvement
|
|
110,168
|
|
|
87,393
|
|
||
Furniture, fixtures, and equipment
|
|
36,946
|
|
|
45,581
|
|
||
Leasehold improvements
|
|
12,807
|
|
|
16,034
|
|
||
Construction in process
|
|
175
|
|
|
20,435
|
|
||
Total
|
|
170,256
|
|
|
180,573
|
|
||
Less accumulated depreciation
|
|
(34,557
|
)
|
|
(36,956
|
)
|
||
Premises, equipment, and capital lease, net
|
|
$
|
135,699
|
|
|
$
|
143,617
|
|
($ in thousands)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and After
|
|
Total
|
||||||||||||
Commitments under operating leases
|
|
$
|
6,833
|
|
|
$
|
5,651
|
|
|
$
|
5,175
|
|
|
$
|
3,576
|
|
|
$
|
7,189
|
|
|
$
|
28,424
|
|
Commitments under capital lease
|
|
527
|
|
|
503
|
|
|
430
|
|
|
—
|
|
|
—
|
|
|
1,460
|
|
||||||
Total
|
|
$
|
7,360
|
|
|
$
|
6,154
|
|
|
$
|
5,605
|
|
|
$
|
3,576
|
|
|
$
|
7,189
|
|
|
$
|
29,884
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Servicing fees for sold loans with servicing retained
|
|
$
|
19,642
|
|
|
$
|
23,117
|
|
|
$
|
11,739
|
|
Losses on the fair value and runoff of servicing rights
|
|
(17,066
|
)
|
|
(17,732
|
)
|
|
(8,765
|
)
|
|||
Total income from servicing rights
|
|
$
|
2,576
|
|
|
$
|
5,385
|
|
|
$
|
2,974
|
|
|
|
December
31,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Mortgage servicing rights, at fair value
|
|
$
|
31,852
|
|
|
$
|
76,121
|
|
SBA servicing rights, at cost
|
|
1,856
|
|
|
1,496
|
|
||
Total
|
|
$
|
33,708
|
|
|
$
|
77,617
|
|
|
|
December
31,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Fair value of retained MSRs
|
|
$
|
2,059
|
|
|
$
|
76,121
|
|
Discount rate
|
|
13.00
|
%
|
|
10.18
|
%
|
||
Constant prepayment rate
|
|
16.54
|
%
|
|
11.84
|
%
|
||
Weighted-average life
|
|
5.07 years
|
|
|
6.50 years
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
76,121
|
|
|
$
|
49,939
|
|
|
$
|
19,082
|
|
Additions
|
|
12,127
|
|
|
49,293
|
|
|
45,263
|
|
|||
Changes in fair value resulting from valuation inputs or assumptions
|
|
(10,240
|
)
|
|
(5,709
|
)
|
|
(3,568
|
)
|
|||
Sales of servicing rights
(1)
|
|
(39,345
|
)
|
|
(5,382
|
)
|
|
(5,862
|
)
|
|||
Other—loans paid off
|
|
(6,811
|
)
|
|
(12,020
|
)
|
|
(4,976
|
)
|
|||
Balance at end of year
|
|
$
|
31,852
|
|
|
$
|
76,121
|
|
|
$
|
49,939
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
1,496
|
|
|
$
|
788
|
|
|
$
|
484
|
|
Additions
|
|
761
|
|
|
877
|
|
|
597
|
|
|||
Amortization, including prepayments
|
|
(318
|
)
|
|
(157
|
)
|
|
(71
|
)
|
|||
Impairment
|
|
(83
|
)
|
|
(12
|
)
|
|
(222
|
)
|
|||
Balance at end of year
|
|
$
|
1,856
|
|
|
$
|
1,496
|
|
|
$
|
788
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
2,502
|
|
|
$
|
1,097
|
|
|
$
|
423
|
|
Additions
|
|
3,086
|
|
|
3,269
|
|
|
1,598
|
|
|||
Sales and net direct write-downs
|
|
(3,556
|
)
|
|
(1,833
|
)
|
|
(886
|
)
|
|||
Net change in valuation allowance
|
|
(236
|
)
|
|
(31
|
)
|
|
(38
|
)
|
|||
Balance at end of year
|
|
$
|
1,796
|
|
|
$
|
2,502
|
|
|
$
|
1,097
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
6
|
|
|
$
|
70
|
|
|
$
|
32
|
|
Additions
|
|
242
|
|
|
31
|
|
|
38
|
|
|||
Net direct write-downs and removals from sale
|
|
(6
|
)
|
|
(95
|
)
|
|
—
|
|
|||
Balance at end of year
|
|
$
|
242
|
|
|
$
|
6
|
|
|
$
|
70
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net (loss) gain on sales
|
|
$
|
(48
|
)
|
|
$
|
(96
|
)
|
|
$
|
23
|
|
Operating expenses, net of rental income
|
|
(51
|
)
|
|
(108
|
)
|
|
—
|
|
|||
Total
|
|
$
|
(99
|
)
|
|
$
|
(204
|
)
|
|
$
|
23
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Goodwill balance at beginning of the year
|
|
$
|
39,244
|
|
|
$
|
39,244
|
|
|
$
|
31,591
|
|
Goodwill adjustments for purchase accounting
|
|
—
|
|
|
—
|
|
|
7,653
|
|
|||
Goodwill adjustments for discontinued operations
|
|
(2,100
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill balance at end of year
|
|
$
|
37,144
|
|
|
$
|
39,244
|
|
|
$
|
39,244
|
|
Accumulated impairment losses at end of year
|
|
$
|
2,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
($ in thousands)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||
December 31, 2017
|
|
|
|
|
|
|
||||||
Core deposit intangibles
|
|
$
|
30,904
|
|
|
$
|
21,551
|
|
|
$
|
9,353
|
|
December 31, 2016
|
|
|
|
|
|
|
||||||
Core deposit intangibles
|
|
$
|
30,904
|
|
|
$
|
17,656
|
|
|
$
|
13,248
|
|
Customer relationship intangible
|
|
670
|
|
|
391
|
|
|
279
|
|
|||
Trade name intangibles
|
|
90
|
|
|
—
|
|
|
90
|
|
($ in thousands)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and After
|
|
Total
|
||||||||||||
Estimated future amortization expense
|
|
$
|
3,007
|
|
|
$
|
2,195
|
|
|
$
|
1,518
|
|
|
$
|
1,081
|
|
|
$
|
1,552
|
|
|
$
|
9,353
|
|
|
|
December 31,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Noninterest-bearing deposits
|
|
$
|
1,071,608
|
|
|
$
|
1,282,629
|
|
Interest-bearing deposits
|
|
|
|
|
||||
Interest-bearing demand deposits
|
|
2,089,016
|
|
|
2,048,839
|
|
||
Money market accounts
|
|
1,146,859
|
|
|
2,731,314
|
|
||
Savings accounts
|
|
1,059,628
|
|
|
1,118,175
|
|
||
Certificates of deposit of $250,000 or less
|
|
1,365,452
|
|
|
1,550,235
|
|
||
Certificates of deposit of more than $250,000
|
|
560,340
|
|
|
410,958
|
|
||
Total interest-bearing deposits
|
|
6,221,295
|
|
|
7,859,521
|
|
||
Total deposits
|
|
$
|
7,292,903
|
|
|
$
|
9,142,150
|
|
|
|
December 31,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Interest-bearing demand deposits
|
|
$
|
8,751
|
|
|
$
|
8,587
|
|
Money market accounts
|
|
532,047
|
|
|
1,031,598
|
|
||
Certificates of deposit of $250,000 or less
|
|
915,623
|
|
|
1,207,053
|
|
||
Certificates of deposit of more than $250,000
|
|
—
|
|
|
744
|
|
||
Total brokered deposits
|
|
$
|
1,456,421
|
|
|
$
|
2,247,982
|
|
($ in thousands)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and After
|
|
Total
|
||||||||||||
Certificates of deposit of $250,000 or
less
|
|
$
|
1,275,449
|
|
|
$
|
79,600
|
|
|
$
|
5,615
|
|
|
$
|
1,401
|
|
|
$
|
3,387
|
|
|
$
|
1,365,452
|
|
Certificates of deposit of more than $250,000
|
|
484,034
|
|
|
67,822
|
|
|
5,340
|
|
|
2,394
|
|
|
750
|
|
|
560,340
|
|
||||||
Total certificates of deposit
|
|
$
|
1,759,483
|
|
|
$
|
147,422
|
|
|
$
|
10,955
|
|
|
$
|
3,795
|
|
|
$
|
4,137
|
|
|
$
|
1,925,792
|
|
($ in thousands)
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and After
|
|
Total
|
||||||||||||
Fixed rate
|
|
$
|
125,000
|
|
|
$
|
125,000
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
$
|
550,000
|
|
Variable rate
|
|
1,145,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,145,000
|
|
||||||
Total
|
|
$
|
1,270,000
|
|
|
$
|
125,000
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
$
|
1,695,000
|
|
|
|
As of or For the Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted-average interest rate at end of year
|
|
1.60
|
%
|
|
0.67
|
%
|
|
0.40
|
%
|
|||
Average interest rate during the year
|
|
1.23
|
%
|
|
0.49
|
%
|
|
0.38
|
%
|
|||
Average balance
|
|
$
|
1,054,978
|
|
|
$
|
1,153,208
|
|
|
$
|
553,162
|
|
Maximum amount outstanding at any month-end
|
|
$
|
1,695,000
|
|
|
$
|
1,990,000
|
|
|
$
|
1,355,000
|
|
Balance at end of year
|
|
$
|
1,695,000
|
|
|
$
|
490,000
|
|
|
$
|
930,000
|
|
|
|
December
31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
($ in thousands)
|
|
Par Value
|
|
Discount
|
|
Par Value
|
|
Discount
|
||||||||
5.25% senior notes due April 15, 2025
|
|
$
|
175,000
|
|
|
$
|
(2,059
|
)
|
|
$
|
175,000
|
|
|
$
|
(2,281
|
)
|
7.50% junior subordinated amortizing notes due May 15, 2017
|
|
—
|
|
|
—
|
|
|
2,684
|
|
|
(25
|
)
|
||||
Total
|
|
$
|
175,000
|
|
|
$
|
(2,059
|
)
|
|
$
|
177,684
|
|
|
$
|
(2,306
|
)
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(2,215
|
)
|
|
$
|
(3,044
|
)
|
|
$
|
16,681
|
|
State
|
|
6,006
|
|
|
11,180
|
|
|
4,088
|
|
|||
Total current income tax expense
|
|
3,791
|
|
|
8,136
|
|
|
20,769
|
|
|||
Deferred income taxes:
|
|
|
|
|
|
|
||||||
Federal
|
|
(25,938
|
)
|
|
6,699
|
|
|
4,754
|
|
|||
State
|
|
(4,434
|
)
|
|
(1,086
|
)
|
|
2,525
|
|
|||
Total deferred income tax expense
|
|
(30,372
|
)
|
|
5,613
|
|
|
7,279
|
|
|||
Change in valuation allowance
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income tax expense (benefit)
|
|
$
|
(26,581
|
)
|
|
$
|
13,749
|
|
|
$
|
28,048
|
|
|
|
Year Ended December
31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Computed expected income tax expense (benefit) at Federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|||
Proportional amortization
|
|
5.1
|
%
|
|
0.4
|
%
|
|
1.1
|
%
|
Other permanent book-tax differences
|
|
(2.1
|
)%
|
|
0.2
|
%
|
|
(0.1
|
)%
|
State tax expense, net of federal benefit
|
|
3.7
|
%
|
|
6.4
|
%
|
|
5.9
|
%
|
Income tax credits
|
|
(149.5
|
)%
|
|
(33.9
|
)%
|
|
(0.9
|
)%
|
Initial book-tax difference on investments in alternative energy partnership
|
|
24.9
|
%
|
|
5.8
|
%
|
|
—
|
%
|
Write-off of Goodwill for discontinued operations
|
|
2.7
|
%
|
|
—
|
%
|
|
—
|
%
|
Bank owned life insurance policies
|
|
(3.0
|
)%
|
|
(0.8
|
)%
|
|
(0.5
|
)%
|
Equity compensation windfall tax benefits
|
|
(7.0
|
)%
|
|
—
|
%
|
|
—
|
%
|
Remeasurement from the Tax Cuts and Jobs Act
|
|
(7.8
|
)%
|
|
—
|
%
|
|
—
|
%
|
Reserve for uncertain tax positions
|
|
1.9
|
%
|
|
—
|
%
|
|
—
|
%
|
Other, net
|
|
(2.7
|
)%
|
|
0.6
|
%
|
|
0.1
|
%
|
Effective tax rates
|
|
(98.8
|
)%
|
|
13.7
|
%
|
|
40.6
|
%
|
|
|
December
31,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan and lease losses
|
|
$
|
15,178
|
|
|
$
|
18,921
|
|
Stock-based compensation expense
|
|
2,899
|
|
|
6,118
|
|
||
Accrued expenses
|
|
1,465
|
|
|
10,209
|
|
||
Reserve for loss on repurchased loans
|
|
2,031
|
|
|
3,426
|
|
||
Federal net operating losses
|
|
571
|
|
|
1,162
|
|
||
State net operating losses
|
|
871
|
|
|
810
|
|
||
Federal income tax credits
|
|
27,550
|
|
|
—
|
|
||
Unrealized loss on securities available-for-sale
|
|
—
|
|
|
6,438
|
|
||
Amortization of intangible assets
|
|
732
|
|
|
—
|
|
||
Prior year state tax deduction
|
|
1,527
|
|
|
5,555
|
|
||
Other deferred tax assets
|
|
3,468
|
|
|
3,617
|
|
||
Total deferred tax assets
|
|
56,292
|
|
|
56,256
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Derivative instruments adjustment
|
|
—
|
|
|
(6,559
|
)
|
||
Investments in partnerships
|
|
(237
|
)
|
|
(1,945
|
)
|
||
Mortgage servicing rights
|
|
(9,337
|
)
|
|
(31,658
|
)
|
||
Amortization of intangible assets
|
|
—
|
|
|
(30
|
)
|
||
Deferred loan fees and costs
|
|
(7,005
|
)
|
|
(2,760
|
)
|
||
Depreciation on premises and equipment
|
|
(3,797
|
)
|
|
(129
|
)
|
||
Unrealized gain on securities available-for-sale
|
|
(2,368
|
)
|
|
—
|
|
||
Other deferred tax liabilities
|
|
(2,474
|
)
|
|
(3,186
|
)
|
||
Total deferred tax liabilities
|
|
(25,218
|
)
|
|
(46,267
|
)
|
||
Valuation allowance
|
|
—
|
|
|
—
|
|
||
Net deferred tax assets
|
|
$
|
31,074
|
|
|
$
|
9,989
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,421
|
|
(Decrease) increase related to prior year tax positions
|
|
867
|
|
|
—
|
|
|
(5,421
|
)
|
|||
Increase in current year tax positions
|
|
180
|
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
|
$
|
1,047
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
|
$
|
7,974
|
|
|
$
|
9,700
|
|
|
$
|
8,303
|
|
Initial provision for loan repurchases
|
|
1,622
|
|
|
3,942
|
|
|
2,026
|
|
|||
Subsequent change in the reserve
|
|
(1,812
|
)
|
|
(3,352
|
)
|
|
2,326
|
|
|||
Utilization of reserve for loan repurchases
|
|
(2,238
|
)
|
|
(2,316
|
)
|
|
(3,801
|
)
|
|||
Other adjustments
|
|
760
|
|
|
—
|
|
|
846
|
|
|||
Balance at end of year
|
|
$
|
6,306
|
|
|
$
|
7,974
|
|
|
$
|
9,700
|
|
|
|
December
31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
($ in thousands)
|
|
Notional Amount
|
|
Fair Value
|
|
Notional Amount
|
|
Fair Value
|
||||||||
Included in assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
289,637
|
|
|
$
|
8,317
|
|
Mandatory forward commitments
(1)
|
|
—
|
|
|
—
|
|
|
537,476
|
|
|
8,897
|
|
||||
Interest rate swaps and cap on loans
|
|
70,486
|
|
|
1,005
|
|
|
46,346
|
|
|
707
|
|
||||
Foreign exchange contracts
|
|
—
|
|
|
—
|
|
|
4,236
|
|
|
47
|
|
||||
Total included in assets
|
|
$
|
70,486
|
|
|
$
|
1,005
|
|
|
$
|
877,695
|
|
|
$
|
17,968
|
|
Included in liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,945
|
|
|
$
|
231
|
|
Mandatory forward commitments
(1)
|
|
—
|
|
|
—
|
|
|
265,322
|
|
|
1,212
|
|
||||
Interest rate swaps and caps on loans
|
|
70,486
|
|
|
1,033
|
|
|
46,346
|
|
|
655
|
|
||||
Foreign exchange contracts
|
|
—
|
|
|
—
|
|
|
4,207
|
|
|
18
|
|
||||
Total included in liabilities
|
|
$
|
70,486
|
|
|
$
|
1,033
|
|
|
$
|
338,820
|
|
|
$
|
2,116
|
|
|
|
Year Ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Stock options
|
|
$
|
360
|
|
|
$
|
531
|
|
|
$
|
528
|
|
Restricted stock awards and units
|
|
11,732
|
|
|
11,398
|
|
|
8,598
|
|
|||
Stock appreciation rights
|
|
42
|
|
|
18
|
|
|
202
|
|
|||
Total stock-based compensation expense
|
|
$
|
12,134
|
|
|
$
|
11,947
|
|
|
$
|
9,328
|
|
Related tax benefits
|
|
$
|
5,078
|
|
|
$
|
4,963
|
|
|
$
|
3,922
|
|
($ in thousands)
|
|
Unrecognized Expense
|
|
Weighted-Average Remaining Expected Recognition Period
|
||
Stock option awards
|
|
$
|
267
|
|
|
2.3 years
|
Restricted stock awards and restricted stock units
|
|
9,762
|
|
|
2.5 years
|
|
Total
|
|
$
|
10,029
|
|
|
2.5 years
|
|
|
Year Ended December 31,
|
||||||||||
($ in thousands, except per share data)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Granted date fair value of options granted
|
|
$
|
—
|
|
|
$
|
1,630
|
|
|
$
|
729
|
|
Fair value of options vested
|
|
$
|
611
|
|
|
$
|
497
|
|
|
$
|
481
|
|
Total intrinsic value of options exercised
|
|
$
|
3,747
|
|
|
$
|
722
|
|
|
$
|
75
|
|
Cash received from options exercised
|
|
$
|
2,043
|
|
|
$
|
—
|
|
|
$
|
501
|
|
Weighted-average estimated fair value per share of options granted
|
|
$
|
—
|
|
|
$
|
5.09
|
|
|
$
|
3.76
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Dividend yield
|
|
—
|
%
|
|
3.57
|
%
|
|
4.14
|
%
|
Expected volatility
|
|
—
|
%
|
|
43.30
|
%
|
|
43.04
|
%
|
Expected term
|
|
0.0 years
|
|
|
6.5 years
|
|
|
6.4 years
|
|
Risk-free interest rate
|
|
—
|
%
|
|
1.61
|
%
|
|
1.68
|
%
|
|
Year Ended December
31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
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
|
968,591
|
|
|
$
|
13.95
|
|
|
960,879
|
|
|
$
|
12.86
|
|
|
879,070
|
|
|
$
|
12.67
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
320,000
|
|
|
$
|
16.78
|
|
|
193,696
|
|
|
$
|
13.28
|
|
Cash settled
|
—
|
|
|
$
|
—
|
|
|
55,826
|
|
|
$
|
14.33
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
(488,281
|
)
|
|
$
|
12.53
|
|
|
(51,666
|
)
|
|
$
|
11.48
|
|
|
(43,333
|
)
|
|
$
|
11.55
|
|
Forfeited
|
(269,337
|
)
|
|
$
|
16.49
|
|
|
(202,743
|
)
|
|
$
|
13.84
|
|
|
(68,554
|
)
|
|
$
|
12.38
|
|
Expired
|
—
|
|
|
$
|
—
|
|
|
(2,053
|
)
|
|
$
|
13.88
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding at end of year
|
210,973
|
|
|
$
|
13.99
|
|
|
968,591
|
|
|
$
|
13.95
|
|
|
960,879
|
|
|
$
|
12.86
|
|
Exercisable at end of year
|
105,541
|
|
|
$
|
14.68
|
|
|
449,655
|
|
|
$
|
12.68
|
|
|
394,613
|
|
|
$
|
12.70
|
|
|
Year Ended December
31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
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
|
518,936
|
|
|
$
|
15.04
|
|
|
566,266
|
|
|
$
|
12.99
|
|
|
552,672
|
|
|
$
|
12.74
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
320,000
|
|
|
$
|
16.77
|
|
|
193,696
|
|
|
$
|
13.28
|
|
Vested
|
(174,833
|
)
|
|
$
|
14.10
|
|
|
(170,837
|
)
|
|
$
|
12.81
|
|
|
(170,102
|
)
|
|
$
|
12.57
|
|
Forfeited
|
(238,671
|
)
|
|
$
|
16.50
|
|
|
(196,493
|
)
|
|
$
|
13.86
|
|
|
(10,000
|
)
|
|
$
|
12.03
|
|
Outstanding at end of year
|
105,432
|
|
|
$
|
13.31
|
|
|
518,936
|
|
|
$
|
15.04
|
|
|
566,266
|
|
|
$
|
12.99
|
|
|
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
|
7,344
|
|
|
$
|
71,604
|
|
|
$
|
10.90
|
|
|
6.5 years
|
|
4,400
|
|
|
$
|
42,900
|
|
|
$
|
10.90
|
|
|
6.5 years
|
$12.21 to $13.53
|
116,000
|
|
|
853,760
|
|
|
$
|
13.29
|
|
|
7.4 years
|
|
32,000
|
|
|
235,520
|
|
|
$
|
13.29
|
|
|
7.4 years
|
||
$13.53 to $14.85
|
47,464
|
|
|
325,502
|
|
|
$
|
13.79
|
|
|
6.6 years
|
|
28,976
|
|
|
198,334
|
|
|
$
|
13.81
|
|
|
6.3 years
|
||
$14.85 to $16.17
|
16,165
|
|
|
78,239
|
|
|
$
|
15.81
|
|
|
3.5 years
|
|
16,165
|
|
|
78,239
|
|
|
$
|
15.81
|
|
|
3.5 years
|
||
$16.17 to $17.50
|
24,000
|
|
|
75,600
|
|
|
$
|
17.50
|
|
|
8.2 years
|
|
24,000
|
|
|
75,600
|
|
|
$
|
17.50
|
|
|
8.2 years
|
||
Total
|
210,973
|
|
|
$
|
1,404,705
|
|
|
$
|
13.99
|
|
|
7.0 years
|
|
105,541
|
|
|
$
|
630,593
|
|
|
$
|
14.68
|
|
|
6.6 years
|
|
Year Ended December
31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
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
|
1,417,144
|
|
|
$
|
16.16
|
|
|
1,516,361
|
|
|
$
|
12.40
|
|
|
1,287,302
|
|
|
$
|
12.53
|
|
Granted
(1) (2)
|
859,722
|
|
|
$
|
20.81
|
|
|
1,711,968
|
|
|
$
|
17.99
|
|
|
930,830
|
|
|
$
|
12.31
|
|
Vested
(1) (3)
|
(854,031
|
)
|
|
$
|
15.95
|
|
|
(758,999
|
)
|
|
$
|
13.12
|
|
|
(451,196
|
)
|
|
$
|
12.64
|
|
Forfeited
(1) (4)
|
(511,202
|
)
|
|
$
|
17.80
|
|
|
(1,052,186
|
)
|
|
$
|
13.92
|
|
|
(250,575
|
)
|
|
$
|
12.29
|
|
Outstanding at end of year
|
911,633
|
|
|
$
|
18.73
|
|
|
1,417,144
|
|
|
$
|
16.16
|
|
|
1,516,361
|
|
|
$
|
12.40
|
|
(1)
|
The vesting of these awards is subject to certain performance targets and goals being met. These performance targets include conditions relating to the Company’s profitability and regulatory standing. The 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.
|
(2)
|
The number of granted shares/units includes aggregate performance-based shares of
152,709
,
602,671
and
62,552
, respectively, for the years ended
December 31, 2017
,
2016
and
2015
.
|
(3)
|
The number of vested shares includes aggregate performance-based shares/units of
10,000
,
0
and
0
, respectively, for the years ended
December 31, 2017
,
2016
and
2015
|
(4)
|
The number of forfeited shares includes aggregate performance-based shares/units of
107,545
,
615,223
and
0
, respectively, for the years ended
December 31, 2017
,
2016
and
2015
.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected volatility
|
—
|
%
|
|
—
|
%
|
|
23.79
|
%
|
|||
Expected term
|
0.0 years
|
|
|
0.0 years
|
|
|
2.0 years
|
|
|||
Risk-free interest rate
|
—
|
%
|
|
—
|
%
|
|
0.64
|
%
|
|||
Weighted-average estimated fair value per share of SARs granted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.72
|
|
|
Year Ended December
31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
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
|
1,559,047
|
|
|
$
|
11.60
|
|
|
1,561,681
|
|
|
$
|
11.60
|
|
|
1,575,394
|
|
|
$
|
11.58
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
2,973
|
|
|
$
|
12.27
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(35
|
)
|
|
$
|
10.09
|
|
|
(2,634
|
)
|
|
$
|
10.09
|
|
|
(16,686
|
)
|
|
$
|
10.09
|
|
Outstanding at end of year
|
1,559,012
|
|
|
$
|
11.60
|
|
|
1,559,047
|
|
|
$
|
11.60
|
|
|
1,561,681
|
|
|
$
|
11.60
|
|
Exercisable at end of year
|
1,559,012
|
|
|
$
|
11.60
|
|
|
1,550,978
|
|
|
$
|
11.61
|
|
|
1,535,718
|
|
|
$
|
11.63
|
|
|
Year Ended December
31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
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
|
8,069
|
|
|
$
|
10.09
|
|
|
25,963
|
|
|
$
|
10.09
|
|
|
147,589
|
|
|
$
|
10.09
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
2,973
|
|
|
$
|
12.27
|
|
Vested
|
(8,034
|
)
|
|
$
|
10.09
|
|
|
(15,260
|
)
|
|
$
|
10.09
|
|
|
(107,913
|
)
|
|
$
|
10.15
|
|
Forfeited
|
(35
|
)
|
|
$
|
10.09
|
|
|
(2,634
|
)
|
|
$
|
10.09
|
|
|
(16,686
|
)
|
|
$
|
10.09
|
|
Outstanding at end of year
|
—
|
|
|
$
|
—
|
|
|
8,069
|
|
|
$
|
10.09
|
|
|
25,963
|
|
|
$
|
10.09
|
|
|
|
December
31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||||
($ in thousands)
|
|
Shares Authorized and Outstanding
|
|
Liquidation Preference
|
|
Carrying Value
|
|
Shares Authorized and Outstanding
|
|
Liquidation Preference
|
|
Carrying Value
|
||||||||||
Series C
8.00% non-cumulative perpetual |
|
40,250
|
|
|
$
|
40,250
|
|
|
$
|
37,943
|
|
|
40,250
|
|
|
$
|
40,250
|
|
|
$
|
37,943
|
|
Series D
7.375% non-cumulative perpetual |
|
115,000
|
|
|
115,000
|
|
|
110,873
|
|
|
115,000
|
|
|
115,000
|
|
|
110,873
|
|
||||
Series E
7.00% non-cumulative perpetual |
|
125,000
|
|
|
125,000
|
|
|
120,255
|
|
|
125,000
|
|
|
125,000
|
|
|
120,255
|
|
||||
Total
|
|
280,250
|
|
|
$
|
280,250
|
|
|
$
|
269,071
|
|
|
280,250
|
|
|
$
|
280,250
|
|
|
$
|
269,071
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||
($ in thousands)
|
|
Securities Available-For-Sale
|
|
Total
|
|
Securities Available-For-Sale
|
|
Total
|
|
Securities Available-For-Sale
|
|
Cash Flow Hedge
|
|
Total
|
||||||||||||||
Balance at beginning of period
|
|
$
|
(9,042
|
)
|
|
$
|
(9,042
|
)
|
|
$
|
(2,995
|
)
|
|
$
|
(2,995
|
)
|
|
$
|
509
|
|
|
$
|
(136
|
)
|
|
$
|
373
|
|
Unrealized gain (loss) arising during the period
|
|
16,334
|
|
|
16,334
|
|
|
19,097
|
|
|
19,097
|
|
|
(2,731
|
)
|
|
(683
|
)
|
|
(3,414
|
)
|
|||||||
Unrealized gain arising from the reclassification of securities held-to-maturity to securities available-for-sale
|
|
21,990
|
|
|
21,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Reclassification adjustment from other comprehensive income
|
|
(14,768
|
)
|
|
(14,768
|
)
|
|
(29,405
|
)
|
|
(29,405
|
)
|
|
(3,258
|
)
|
|
918
|
|
|
(2,340
|
)
|
|||||||
Tax effect of current period changes
|
|
(9,287
|
)
|
|
(9,287
|
)
|
|
4,261
|
|
|
4,261
|
|
|
2,485
|
|
|
(99
|
)
|
|
2,386
|
|
|||||||
Total changes, net of taxes
|
|
14,269
|
|
|
14,269
|
|
|
(6,047
|
)
|
|
(6,047
|
)
|
|
(3,504
|
)
|
|
136
|
|
|
(3,368
|
)
|
|||||||
Balance at end of period
|
|
5,227
|
|
|
5,227
|
|
|
(9,042
|
)
|
|
(9,042
|
)
|
|
(2,995
|
)
|
|
—
|
|
|
(2,995
|
)
|
|
|
|
|
Minimum Capital Requirements
|
|
Minimum Required to Be Well-Capitalized Under Prompt Corrective Action Provisions
|
|||||||||||||||
($ in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Banc of California, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
|
$
|
1,002,200
|
|
|
14.56
|
%
|
|
$
|
550,499
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Tier 1 risk-based capital
|
|
949,151
|
|
|
13.79
|
%
|
|
412,874
|
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Common equity tier 1 capital
|
|
682,539
|
|
|
9.92
|
%
|
|
309,656
|
|
|
4.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Tier 1 leverage
|
|
949,151
|
|
|
9.39
|
%
|
|
404,339
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Banc of California, NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital
|
|
$
|
1,131,057
|
|
|
16.56
|
%
|
|
$
|
546,359
|
|
|
8.00
|
%
|
|
$
|
682,949
|
|
|
10.00
|
%
|
Tier 1 risk-based capital
|
|
1,078,008
|
|
|
15.78
|
%
|
|
409,769
|
|
|
6.00
|
%
|
|
546,359
|
|
|
8.00
|
%
|
|||
Common equity tier 1 capital
|
|
1,078,008
|
|
|
15.78
|
%
|
|
307,327
|
|
|
4.50
|
%
|
|
443,917
|
|
|
6.50
|
%
|
|||
Tier 1 leverage
|
|
1,078,008
|
|
|
10.67
|
%
|
|
404,060
|
|
|
4.00
|
%
|
|
505,074
|
|
|
5.00
|
%
|
|||
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
|
%
|
•
|
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 is being phased in, beginning on January 1, 2016 at 0.625 percent, with additional 0.625 percent increments annually, 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,
|
||||||
($ in thousands)
|
|
2017
|
|
2016
|
||||
Cash
|
|
$
|
16,518
|
|
|
$
|
—
|
|
Equipment, net of depreciation
|
|
246,297
|
|
|
151,721
|
|
||
Other assets
|
|
2,444
|
|
|
351
|
|
||
Total unconsolidated assets
|
|
$
|
265,259
|
|
|
$
|
152,072
|
|
Total unconsolidated liabilities
|
|
$
|
7,181
|
|
|
$
|
—
|
|
Maximum loss exposure
|
|
$
|
98,910
|
|
|
$
|
68,298
|
|
|
|
Year Ended December
31,
|
||||||||||||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||
($ in thousands, except per share data)
|
|
Common Stock
|
|
Class B Common Stock
|
|
Total
|
|
Common Stock
|
|
Class B Common Stock
|
|
Total
|
|
Common Stock
|
|
Class B Common Stock
|
|
Total
|
||||||||||||||||||
Income from continuing operations
|
|
$
|
53,136
|
|
|
$
|
338
|
|
|
$
|
53,474
|
|
|
$
|
86,500
|
|
|
$
|
240
|
|
|
$
|
86,740
|
|
|
$
|
41,103
|
|
|
$
|
15
|
|
|
$
|
41,118
|
|
Less: income allocated to participating securities
|
|
(309
|
)
|
|
(2
|
)
|
|
(311
|
)
|
|
(2,268
|
)
|
|
(6
|
)
|
|
(2,274
|
)
|
|
(1,310
|
)
|
|
—
|
|
|
(1,310
|
)
|
|||||||||
Less: participating securities dividends
|
|
(806
|
)
|
|
(5
|
)
|
|
(811
|
)
|
|
(757
|
)
|
|
(2
|
)
|
|
(759
|
)
|
|
(713
|
)
|
|
—
|
|
|
(713
|
)
|
|||||||||
Less: preferred stock dividends
|
|
(20,322
|
)
|
|
(129
|
)
|
|
(20,451
|
)
|
|
(19,859
|
)
|
|
(55
|
)
|
|
(19,914
|
)
|
|
(9,820
|
)
|
|
(3
|
)
|
|
(9,823
|
)
|
|||||||||
Income from continuing operations allocated to common stockholders
|
|
31,699
|
|
|
202
|
|
|
31,901
|
|
|
63,616
|
|
|
177
|
|
|
63,793
|
|
|
29,260
|
|
|
12
|
|
|
29,272
|
|
|||||||||
Income from discontinued operations
|
|
4,208
|
|
|
27
|
|
|
4,235
|
|
|
28,597
|
|
|
79
|
|
|
28,676
|
|
|
20,947
|
|
|
7
|
|
|
20,954
|
|
|||||||||
Net income allocated to common stockholders
|
|
$
|
35,907
|
|
|
$
|
229
|
|
|
$
|
36,136
|
|
|
$
|
92,213
|
|
|
$
|
256
|
|
|
$
|
92,469
|
|
|
$
|
50,207
|
|
|
$
|
19
|
|
|
$
|
50,226
|
|
Weighted-average common shares outstanding
|
|
49,936,627
|
|
|
317,968
|
|
|
50,254,595
|
|
|
46,699,050
|
|
|
129,413
|
|
|
46,828,463
|
|
|
37,033,725
|
|
|
12,869
|
|
|
37,046,594
|
|
|||||||||
Add: Dilutive effects of restricted stock units
|
|
72,655
|
|
|
—
|
|
|
72,655
|
|
|
218,121
|
|
|
—
|
|
|
218,121
|
|
|
138,646
|
|
|
—
|
|
|
138,646
|
|
|||||||||
Add: Dilutive effects of stock options
|
|
159,734
|
|
|
—
|
|
|
159,734
|
|
|
197,435
|
|
|
—
|
|
|
197,435
|
|
|
30,014
|
|
|
—
|
|
|
30,014
|
|
|||||||||
Add: Dilutive effects of warrants
|
|
332,806
|
|
|
—
|
|
|
332,806
|
|
|
394,086
|
|
|
—
|
|
|
394,086
|
|
|
383,255
|
|
|
—
|
|
|
383,255
|
|
|||||||||
Average shares and dilutive common shares
|
|
50,501,822
|
|
|
317,968
|
|
|
50,819,790
|
|
|
47,508,692
|
|
|
129,413
|
|
|
47,638,105
|
|
|
37,585,640
|
|
|
12,869
|
|
|
37,598,509
|
|
|||||||||
Basic earnings per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Income from continuing operations
|
|
$
|
0.64
|
|
|
$
|
0.64
|
|
|
$
|
0.64
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
$
|
0.79
|
|
Income from discontinued operations
|
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
|
0.61
|
|
|
0.61
|
|
|
0.61
|
|
|
0.57
|
|
|
0.57
|
|
|
0.57
|
|
|||||||||
Net income
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
0.72
|
|
|
$
|
1.97
|
|
|
$
|
1.97
|
|
|
$
|
1.97
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Income from continuing operations
|
|
$
|
0.63
|
|
|
$
|
0.64
|
|
|
$
|
0.63
|
|
|
$
|
1.34
|
|
|
$
|
1.36
|
|
|
$
|
1.34
|
|
|
$
|
0.78
|
|
|
$
|
0.79
|
|
|
$
|
0.78
|
|
Income from discontinued operations
|
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
|
0.60
|
|
|
0.61
|
|
|
0.60
|
|
|
0.56
|
|
|
0.57
|
|
|
0.56
|
|
|||||||||
Net income
|
|
$
|
0.71
|
|
|
$
|
0.72
|
|
|
$
|
0.71
|
|
|
$
|
1.94
|
|
|
$
|
1.97
|
|
|
$
|
1.94
|
|
|
$
|
1.34
|
|
|
$
|
1.36
|
|
|
$
|
1.34
|
|
|
|
December
31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
($ in thousands)
|
|
Fixed Rate
|
|
Variable Rate
|
|
Fixed Rate
|
|
Variable Rate
|
||||||||
Commitments to extend credit
(1)
|
|
$
|
1,851
|
|
|
$
|
335,654
|
|
|
$
|
74,777
|
|
|
$
|
201,321
|
|
Unused lines of credit
|
|
19,085
|
|
|
1,309,170
|
|
|
27,151
|
|
|
888,236
|
|
||||
Letters of credit
|
|
1,050
|
|
|
12,976
|
|
|
1,784
|
|
|
8,655
|
|
(1)
|
Includes
$0
and
$65.1 million
, respectively, of commitments to extend credit related to discontinued operations at
December 31, 2017
and
2016
.
|
|
|
As of or For the Year Ended December
31, 2017
|
||||||||||||||
|
|
Expense
|
|
|
||||||||||||
($ in thousands)
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
Total
|
|
Accrued Liabilities
|
||||||||
Balance at beginning of period
|
|
|
|
|
|
|
|
$
|
—
|
|
||||||
Accrual:
|
|
|
|
|
|
|
|
|
||||||||
Severance and other employee related costs
|
|
$
|
5,326
|
|
|
$
|
2,899
|
|
|
$
|
8,225
|
|
|
8,225
|
|
|
Other restructuring expense
|
|
—
|
|
|
895
|
|
|
895
|
|
|
895
|
|
||||
Total
|
|
$
|
5,326
|
|
|
$
|
3,794
|
|
|
$
|
9,120
|
|
|
9,120
|
|
|
Payments:
|
|
|
|
|
|
|
|
|
||||||||
Severance and other employee related costs
|
|
|
|
|
|
|
|
(8,023
|
)
|
|||||||
Other restructuring expense
|
|
|
|
|
|
|
|
(895
|
)
|
|||||||
Total
|
|
|
|
|
|
|
|
$
|
(8,918
|
)
|
||||||
Balance at end of period
|
|
|
|
|
|
|
|
$
|
202
|
|
|
|
Year Ended December 31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income
|
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
|
$
|
18,000
|
|
|
$
|
57,505
|
|
|
$
|
8,500
|
|
Interest income on loans
|
|
—
|
|
|
5
|
|
|
5
|
|
|||
Gain on sale of subsidiary
|
|
—
|
|
|
3,694
|
|
|
—
|
|
|||
Other operating income
|
|
2,285
|
|
|
3,973
|
|
|
—
|
|
|||
Total income
|
|
20,285
|
|
|
65,177
|
|
|
8,505
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Interest expense for notes payable and other borrowings
|
|
10,764
|
|
|
12,703
|
|
|
14,659
|
|
|||
Provision for loan and lease losses
|
|
13
|
|
|
—
|
|
|
—
|
|
|||
Loss on investments in alternative energy partnerships, net
|
|
8,493
|
|
|
31,510
|
|
|
—
|
|
|||
Other operating expense
|
|
37,201
|
|
|
23,730
|
|
|
13,810
|
|
|||
Total expenses
|
|
56,471
|
|
|
67,943
|
|
|
28,469
|
|
|||
Income (loss) before income taxes and equity in undistributed earnings of subsidiaries
|
|
(36,186
|
)
|
|
(2,766
|
)
|
|
(19,964
|
)
|
|||
Income tax benefit
|
|
(31,453
|
)
|
|
(52,989
|
)
|
|
(8,431
|
)
|
|||
Income (loss) before equity in undistributed earnings of subsidiaries
|
|
(4,733
|
)
|
|
50,223
|
|
|
(11,533
|
)
|
|||
Equity in undistributed earnings of subsidiaries
|
|
62,442
|
|
|
65,193
|
|
|
73,605
|
|
|||
Net income
|
|
$
|
57,709
|
|
|
$
|
115,416
|
|
|
$
|
62,072
|
|
|
|
Year Ended December
31,
|
||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
57,709
|
|
|
$
|
115,416
|
|
|
$
|
62,072
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
||||||
Equity in undistributed earnings of subsidiaries
|
|
(62,442
|
)
|
|
(65,193
|
)
|
|
(73,605
|
)
|
|||
Stock-based compensation expense
|
|
2,520
|
|
|
5,080
|
|
|
3,173
|
|
|||
Amortization of debt issuance cost
|
|
247
|
|
|
704
|
|
|
727
|
|
|||
Debt redemption costs
|
|
—
|
|
|
2,737
|
|
|
—
|
|
|||
Gain on sale of subsidiary
|
|
—
|
|
|
(3,694
|
)
|
|
—
|
|
|||
Deferred income tax (benefit) expense
|
|
14,604
|
|
|
4,538
|
|
|
(3,575
|
)
|
|||
Loss on investments in alternative energy partnerships, net
|
|
8,493
|
|
|
31,510
|
|
|
—
|
|
|||
Net change in other assets and liabilities
|
|
(12,957
|
)
|
|
(14,972
|
)
|
|
39,769
|
|
|||
Net cash provided by operating activities
|
|
8,174
|
|
|
76,126
|
|
|
28,561
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Loan purchases from bank and principal collections, net
|
|
—
|
|
|
221
|
|
|
9
|
|
|||
Proceeds from sale of subsidiary
|
|
—
|
|
|
259
|
|
|
—
|
|
|||
Capital contribution to bank subsidiary
|
|
—
|
|
|
(195,000
|
)
|
|
(160,000
|
)
|
|||
Capital contribution to non-bank subsidiary
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|||
Investments in alternative energy partnerships
|
|
(3,712
|
)
|
|
(57,149
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(3,712
|
)
|
|
(251,694
|
)
|
|
(159,991
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net increase (decrease) in other borrowings
|
|
(68,000
|
)
|
|
68,000
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
|
—
|
|
|
175,078
|
|
|
—
|
|
|||
Net proceeds from issuance of preferred stock
|
|
—
|
|
|
120,255
|
|
|
110,873
|
|
|||
Net proceeds from issuance of long-term debt
|
|
—
|
|
|
—
|
|
|
172,304
|
|
|||
Redemption of preferred stock
|
|
—
|
|
|
(42,000
|
)
|
|
—
|
|
|||
Redemption of senior notes
|
|
—
|
|
|
(84,750
|
)
|
|
—
|
|
|||
Payment of junior subordinated amortizing notes
|
|
(2,684
|
)
|
|
(5,078
|
)
|
|
(4,715
|
)
|
|||
Cash settlements of stock options
|
|
—
|
|
|
(359
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
2,043
|
|
|
—
|
|
|
501
|
|
|||
Restricted stock surrendered due to employee tax liability
|
|
(6,824
|
)
|
|
(4,436
|
)
|
|
(2,254
|
)
|
|||
Dividend equivalents paid on stock appreciation rights
|
|
(810
|
)
|
|
(742
|
)
|
|
(699
|
)
|
|||
Dividends paid on common stock
|
|
(25,707
|
)
|
|
(21,844
|
)
|
|
(16,955
|
)
|
|||
Dividends paid on preferred stock
|
|
(20,451
|
)
|
|
(19,630
|
)
|
|
(9,446
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(122,433
|
)
|
|
184,494
|
|
|
249,609
|
|
|||
Net change in cash and cash equivalents
|
|
(117,971
|
)
|
|
8,926
|
|
|
118,179
|
|
|||
Cash and cash equivalents at beginning of year
|
|
158,467
|
|
|
149,541
|
|
|
31,362
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
40,496
|
|
|
$
|
158,467
|
|
|
$
|
149,541
|
|
•
|
On
October 27, 2016
, the Company sold its Commercial Equipment Finance Division to Hanmi Bank, a wholly owned subsidiary of Hanmi Financial Corporation. 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 entered into with the Company for that offering on March 2, 2016, 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
).
|
•
|
The Legion Group agreed to irrevocably withdraw its notice of director nomination and submission of a business proposal.
|
•
|
The Company agreed to conduct a search for two additional independent directors in collaboration with the Legion Group. In accordance with this provision, following a search initiated by the Company Board and (following entry into the Legion Group Cooperation Agreement) conducted in consultation with Legion Group, the Company Board appointed Mary A. Curran and Bonnie G. Hill as new independent directors, for terms that became effective on June 9, 2017 at the conclusion of the Company's 2017 Annual Meeting of Stockholders. Ms. Curran is serving as a Class I director, for a term to expire at the Company’s 2019 Annual Meeting of Stockholders and Dr. Hill is serving as a Class III director, for a term to expire at the Company’s 2018 Annual Meeting of Stockholders. Simultaneously with the effectiveness of their appointments to the Company Board, each of Ms. Curran and Dr. Hill was appointed as a director of the Bank.
|
•
|
From March 13, 2017 until June 10, 2017, the day after the Company’s 2017 Annual Meeting, the Legion Group agreed to vote all the shares of the Company's voting common stock that it beneficially owned (i) in favor of the Company’s slate of directors, (ii) against any stockholder’s nominations for directors not approved and recommended by the Board and against any proposals or resolutions to remove any director and (iii) in accordance with the Board’s recommendations on all other proposals of the Board set forth in the Company’s proxy statement.
|
•
|
The Legion Group agreed to certain standstill provisions that restricted the Legion Group and its affiliates, associates and representatives, from March 13, 2017 until June 10, 2017, from, among other things, acquiring additional voting securities of the Company that would result in the Legion Group having ownership or voting interest in
10 percent
or more of the outstanding shares of voting common stock, engaging in proxy solicitations in an election contest, subjecting any shares to any voting arrangements except as expressly provided in the Legion Group Cooperation Agreement, making or being a proponent of a stockholder proposal, seeking to call a meeting of stockholders or solicit consents from stockholders, seeking to obtain representation on the Board except as otherwise expressly provided in the Legion Group Cooperation Agreement, seeking to remove any director from the Board, seeking to amend any provision of the governing documents of the Company, or proposing or participating in certain extraordinary corporate transactions involving the Company.
|
•
|
The Company agreed to reimburse the Legion Group up to
$100 thousand
for its legal fees and expenses incurred in connection with its investment in the Company.
|
•
|
From February 8, 2017 until June 10, 2017 (PL Capital Restricted Period), the PL Capital Group agreed to vote all the shares of Common Stock that it beneficially owned (i) in favor of the Company’s slate of directors, (ii) against any stockholder’s nominations for directors not approved and recommended by the Company’s Board and against any proposals or resolutions to remove any director and (iii) in accordance with the recommendations by the Company’s Board on all other proposals of the Company’s Board set forth in the Company’s proxy statement.
|
•
|
In addition, during the PL Capital Restricted Period, the PL Capital Group agreed to certain standstill provisions that restricted the PL Capital Group and its affiliates, associates and representatives, during the PL Capital Restricted Period, from, among other things, acquiring additional voting securities of the Company that would result in the PL Capital Group having ownership or voting interest in
10 percent
or more of the outstanding shares of voting common stock, engaging in proxy solicitations in an election contest, subjecting any shares to any voting arrangements except as expressly provided in the PL Capital Cooperation Agreement, making or being a proponent of a stockholder proposal, seeking to call a meeting of stockholders or solicit consents from stockholders, seeking to obtain representation on the Company’s Board except as otherwise expressly provided in the PL Capital Cooperation Agreement, seeking to remove any director from the Company’s Board, seeking to amend any provision of the governing documents of the Company, or proposing or participating in certain extraordinary corporate transactions involving the Company.
|
•
|
Pursuant to the PL Capital Cooperation Agreement, during the three months ended March 31, 2017, the Company reimbursed PL Capital Group
$150 thousand
for a portion of its legal fees and expenses incurred in connection with its investment in the Company.
|
•
|
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.
|
|
|
Three Months Ended,
|
||||||||||||||
($ in thousands, except per share data)
|
|
March
31, 2017
|
|
June
30, 2017
|
|
September
30, 2017
|
|
December
31, 2017
|
||||||||
Interest income
|
|
$
|
98,842
|
|
|
$
|
96,440
|
|
|
$
|
96,751
|
|
|
$
|
97,157
|
|
Interest expense
|
|
18,361
|
|
|
20,940
|
|
|
21,715
|
|
|
23,984
|
|
||||
Net interest income
|
|
80,481
|
|
|
75,500
|
|
|
75,036
|
|
|
73,173
|
|
||||
Provision for loan losses
|
|
2,583
|
|
|
2,503
|
|
|
3,561
|
|
|
5,052
|
|
||||
Noninterest income
|
|
14,903
|
|
|
5,707
|
|
|
18,365
|
|
|
5,695
|
|
||||
Noninterest expense
|
|
89,896
|
|
|
76,319
|
|
|
75,671
|
|
|
66,382
|
|
||||
Income from continuing operations before income taxes
|
|
2,905
|
|
|
2,385
|
|
|
14,169
|
|
|
7,434
|
|
||||
Income tax benefit
|
|
(6,471
|
)
|
|
(12,753
|
)
|
|
(3,939
|
)
|
|
(3,418
|
)
|
||||
Income from continuing operations
|
|
9,376
|
|
|
15,138
|
|
|
18,108
|
|
|
10,852
|
|
||||
Income (loss) from discontinued operations before income taxes
|
|
13,348
|
|
|
(4,991
|
)
|
|
(1,958
|
)
|
|
765
|
|
||||
Income tax (benefit) expense
|
|
5,523
|
|
|
(2,110
|
)
|
|
(799
|
)
|
|
315
|
|
||||
Income (loss) from discontinued operations
|
|
7,825
|
|
|
(2,881
|
)
|
|
(1,159
|
)
|
|
450
|
|
||||
Net income
|
|
17,201
|
|
|
12,257
|
|
|
16,949
|
|
|
11,302
|
|
||||
Dividends on preferred stock
|
|
5,113
|
|
|
5,113
|
|
|
5,112
|
|
|
5,113
|
|
||||
Net income available to common stockholders
|
|
$
|
12,088
|
|
|
$
|
7,144
|
|
|
$
|
11,837
|
|
|
$
|
6,189
|
|
Basic earnings per common share
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.08
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
|
$
|
0.11
|
|
Income (loss) from discontinued operations
|
|
0.15
|
|
|
(0.06
|
)
|
|
(0.02
|
)
|
|
0.01
|
|
||||
Net income
|
|
$
|
0.23
|
|
|
$
|
0.14
|
|
|
$
|
0.23
|
|
|
$
|
0.12
|
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.08
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
|
$
|
0.11
|
|
Income (loss) from discontinued operations
|
|
0.15
|
|
|
(0.06
|
)
|
|
(0.02
|
)
|
|
0.01
|
|
||||
Net income
|
|
$
|
0.23
|
|
|
$
|
0.14
|
|
|
$
|
0.23
|
|
|
$
|
0.12
|
|
Basic earnings per class B common share
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.08
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
|
$
|
0.11
|
|
Income (loss) from discontinued operations
|
|
0.15
|
|
|
(0.06
|
)
|
|
(0.02
|
)
|
|
0.01
|
|
||||
Net income
|
|
$
|
0.23
|
|
|
$
|
0.14
|
|
|
$
|
0.23
|
|
|
$
|
0.12
|
|
Diluted earnings per class B common share
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.08
|
|
|
$
|
0.20
|
|
|
$
|
0.25
|
|
|
$
|
0.11
|
|
Income (loss) from discontinued operations
|
|
0.15
|
|
|
(0.06
|
)
|
|
(0.02
|
)
|
|
0.01
|
|
||||
Net income
|
|
$
|
0.23
|
|
|
$
|
0.14
|
|
|
$
|
0.23
|
|
|
$
|
0.12
|
|
|
|
Three Months Ended,
|
||||||||||||||
($ in thousands, except per share data)
|
|
March
31, 2016
|
|
June
30, 2016
|
|
September
30, 2016
|
|
December
31, 2016
|
||||||||
Interest income
|
|
$
|
81,062
|
|
|
$
|
90,929
|
|
|
$
|
98,122
|
|
|
$
|
99,731
|
|
Interest expense
|
|
13,823
|
|
|
13,603
|
|
|
15,274
|
|
|
16,799
|
|
||||
Net interest income
|
|
67,239
|
|
|
77,326
|
|
|
82,848
|
|
|
82,932
|
|
||||
Provision for loan losses
|
|
321
|
|
|
1,769
|
|
|
2,592
|
|
|
589
|
|
||||
Noninterest income
|
|
21,193
|
|
|
22,903
|
|
|
22,030
|
|
|
32,504
|
|
||||
Noninterest expense
|
|
59,144
|
|
|
65,053
|
|
|
86,123
|
|
|
92,895
|
|
||||
Income from continuing operations before income taxes
|
|
28,967
|
|
|
33,407
|
|
|
16,163
|
|
|
21,952
|
|
||||
Income tax (benefit) expense
|
|
11,661
|
|
|
13,647
|
|
|
(9,016
|
)
|
|
(2,543
|
)
|
||||
Income from continuing operations
|
|
17,306
|
|
|
19,760
|
|
|
25,179
|
|
|
24,495
|
|
||||
Income from discontinued operations before income taxes
|
|
3,988
|
|
|
11,390
|
|
|
18,574
|
|
|
14,965
|
|
||||
Income tax expense
|
|
1,607
|
|
|
4,622
|
|
|
7,816
|
|
|
6,196
|
|
||||
Income from discontinued operations
|
|
2,381
|
|
|
6,768
|
|
|
10,758
|
|
|
8,769
|
|
||||
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
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
Income (loss) from discontinued operations
|
|
0.06
|
|
|
0.14
|
|
|
0.22
|
|
|
0.18
|
|
||||
Net income
|
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
Diluted earnings per common share
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.30
|
|
|
$
|
0.29
|
|
|
$
|
0.38
|
|
|
$
|
0.36
|
|
Income (loss) from discontinued operations
|
|
0.06
|
|
|
0.14
|
|
|
0.21
|
|
|
0.18
|
|
||||
Net income
|
|
$
|
0.36
|
|
|
$
|
0.43
|
|
|
$
|
0.59
|
|
|
$
|
0.54
|
|
Basic earnings per class B common share
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
Income (loss) from discontinued operations
|
|
0.06
|
|
|
0.14
|
|
|
0.22
|
|
|
0.18
|
|
||||
Net income
|
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
Diluted earnings per class B common share
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
Income (loss) from discontinued operations
|
|
0.06
|
|
|
0.14
|
|
|
0.22
|
|
|
0.18
|
|
||||
Net income
|
|
$
|
0.36
|
|
|
$
|
0.44
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
•
|
We appointed Robert D. Sznewajs, the then-(now former) Chair of our Joint Audit Committee of the Boards of Directors of the Company and the Bank (the Board), to the position of Chair of the Board - thereby separating the role of Chair of the Board and Chief Executive Officer. This appointment followed the resignation of Steven A. Sugarman from the Board and his position of President and Chief Executive Officer.
|
•
|
We appointed Douglas H. Bowers as President and Chief Executive Officer of the Company and the Bank, and as a director of the Bank, effective May 8, 2017. We also appointed Mr. Bowers as a director of the Company; Mr. Bowers' term as a director of the Company commenced on June 9, 2017 at the conclusion of the Company's 2017 Annual Meeting of Stockholders. The terms of Mr. Bowers’ employment agreement with the Company require him to resign as a director of the Company and the Bank in the event of the termination of his employment.
|
•
|
We appointed John A. Bogler as Chief Financial Officer of the Company and the Bank effective September 5, 2017.
|
•
|
We eliminated the lead independent director and Board vice chair roles and appointed new independent Board members, Richard J. Lashley and W. Kirk Wycoff, to fill the vacancies created by the resignation of Mr. Sugarman and the retirement of Chad T. Brownstein as the former Vice Chair of the Board. We appointed Mr. Lashley as Chair of our Joint Audit Committee of the Board immediately following the conclusion of the Company’s 2017 Annual Meeting of Stockholders, thereby allowing our Board Chair Robert D. Sznewajs more time to focus on the critical role of independent Board Chair.
|
•
|
We also appointed two additional independent directors, Mary A. Curran and Bonnie G. Hill, whose terms commenced on June 9, 2017 at the conclusion of the Company's 2017 Annual Meeting of Stockholders. Ms. Curran and Dr. Hill add diversity to the Board and broaden the Board’s expertise in risk management and corporate governance.
|
•
|
We 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 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 Financial Officer and Chief Accounting Officer will oversee the program going forward, which will be subject to monitoring activities performed by the Company’s Internal Audit division.
|
•
|
We enhanced the efficiency and transparency of our Board committees by eliminating the Executive and Strategic Committees of the Board, and separating the Compensation and Nominating/Governance Committees into two committees, with one committee focused on compensation-related matters and the other on nominating and corporate governance-related matters.
|
•
|
We approved new policies to tighten controls on Outside Business Activities and 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 enhanced our Recoupment policy to enable the Board to recover or cancel cash incentive compensation and equity awards from executive officers.
|
•
|
We amended the Company’s bylaws to facilitate the submission by stockholders of director nominations and other proposals for future annual meetings, and to conform the majority voting standard for electing directors more closely to the advisory motion approved by stockholders at the 2016 Annual Meeting.
|
•
|
declassify the Company’s Board of Directors and provide for the annual election of all directors, to be phased-in over a three-year period,
|
•
|
allow for removal of directors with or without cause by majority vote of the stockholders,
|
•
|
authorize amendment of the Company’s bylaws by majority vote of the stockholders, provided that a two-thirds vote (which is a reduced supermajority requirement) is required to amend the bylaw provision regarding the calling of special meetings of stockholders, and
|
•
|
remove all supermajority stockholder voting requirements to amend certain provisions of the Company’s charter.
|
•
|
We have further enhanced our risk assessment and monitoring activities by implementing new training activities, improving our certification and sub-certification quarterly processes, and plan to further enhance our risk assessment and monitoring activities by hiring additional capable resources and enhancing our Risk and Fraud Risk assessment processes to ensure appropriate resources and controls are in place to mitigate risks commensurate with the risk assessment.
|
•
|
We strengthened our governance and controls by further developing consistent, standardized and repeatable desktop procedures for all significant financial controls and processes.
|
|
|
|
/s/ Douglas H. Bowers
|
|
/s/ John A. Bogler
|
Douglas H. Bowers
|
|
John A. Bogler
|
President/Chief Executive Officer
|
|
Executive Vice President/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
|
|
2,029,985
|
|
|
$
|
11.45
|
|
|
1,277,247
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
(1)
|
The exercise price of included warrants to purchase
260,000
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 plan will be 20 percent of the then outstanding shares of Company common stock, 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 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
|
Footnote 1
|
|
|
|
|
2.2
|
Footnote 2
|
|
|
|
|
2.3
|
Footnote 3
|
|
|
|
|
2.4
|
Footnote 3
|
|
|
|
|
3.1
|
Footnote 4
|
|
|
|
|
3.2
|
Footnote 4
|
|
|
|
|
4.1
|
Footnote 5
|
|
|
|
|
4.2
|
Footnote 6
|
|
|
|
|
4.3
|
Footnote 6
|
|
|
|
|
4.4
|
Footnote 7
|
|
|
|
|
4.5
|
Footnote 8
|
|
|
|
|
4.6
|
Footnote 9
|
|
|
|
|
4.7
|
Footnote 10
|
|
|
|
|
4.8
|
Footnote 10
|
|
|
|
|
4.9
|
Footnote 10
|
|
|
|
|
4.10
|
Footnote 5
|
|
|
|
|
10.1
|
Footnote 12
|
|
|
|
|
10.2
|
Footnote 13
|
|
|
|
|
10.3
|
Footnote 14
|
|
|
|
|
10.4
|
Footnote 15
|
|
|
|
|
10.4A
|
Footnote 16
|
|
|
|
|
10.5
|
Footnote 15
|
|
|
|
|
10.8
|
Footnote 16
|
|
|
|
|
10.8A
|
Footnote 16
|
|
|
|
|
10.8B
|
Footnote 17
|
|
|
|
|
10.8C
|
Footnote 18
|
|
|
|
|
10.8D
|
Footnote 19
|
|
|
|
|
10.8E
|
Footnote 20
|
|
|
|
|
10.8F
|
Footnote 20
|
|
|
|
|
10.8G
|
Footnote 21
|
|
|
|
|
10.9
|
Footnote 20
|
|
|
|
|
10.9A
|
10.9A
|
|
|
|
|
10.10
|
Footnote 22
|
|
|
|
|
10.10A
|
Footnote 20
|
|
|
|
|
10.11
|
Footnote 23
|
|
|
|
|
10.11A
|
Footnote 24
|
|
|
|
|
10.11B
|
Footnote 15
|
|
|
|
|
10.11C
|
10.11C
|
|
|
|
|
10.12
|
Footnote 15
|
|
|
|
|
10.12A
|
Footnote 20
|
|
|
|
|
10.12B
|
Footnote 25
|
|
|
|
|
10.13
|
Footnote 3
|
|
|
|
|
10.14
|
Footnote 26
|
|
|
|
|
10.15
|
Footnote 26
|
|
|
|
|
10.16
|
Footnote 27
|
|
|
|
|
10.16A
|
Footnote 28
|
|
|
|
|
10.16B
|
Footnote 28
|
|
|
|
|
10.16C
|
Footnote 28
|
|
|
|
|
10.17
|
Footnote 29
|
|
|
|
|
10.17A
|
Footnote 30
|
|
|
|
|
10.17B
|
Footnote 3
|
|
|
|
|
10.17C
|
Footnote 30
|
|
|
|
|
10.17D
|
Footnote 31
|
|
|
|
|
10.17E
|
Footnote 31
|
|
|
|
|
10.17F
|
Footnote 18
|
|
|
|
|
10.17G
|
Footnote 18
|
|
|
|
|
10.17H
|
Footnote 24
|
|
|
|
|
10.17I
|
Footnote 24
|
|
|
|
|
10.17J
|
Footnote 24
|
|
|
|
|
10.17K
|
Footnote 24
|
|
|
|
|
10.17L
|
10.17L
|
|
|
|
|
10.18
|
Footnote 32
|
|
|
|
|
10.18A
|
Footnote 33
|
|
|
|
|
10.19
|
Footnote 2
|
|
|
|
|
10.19A
|
Footnote 34
|
|
|
|
|
10.20
|
Footnote 13
|
|
|
|
|
10.21
|
Footnote 35
|
|
|
|
|
10.22
|
Footnote 15
|
|
|
|
|
10.23
|
Footnote 36
|
|
|
|
|
10.23A
|
Footnote 36
|
|
|
|
|
10.24
|
Footnote 37
|
|
|
|
|
10.25
|
Footnote 38
|
|
|
|
|
11.0
|
Footnote 39
|
|
|
|
|
12.0
|
12.0
|
|
|
|
|
21.0
|
21.0
|
|
|
|
|
22.0
|
Published report regarding matters submitted to vote of security holders
|
None
|
|
|
|
23.0
|
23.0
|
|
|
|
|
24.0
|
Footnote 40
|
|
|
|
|
31.1
|
31.1
|
|
|
|
|
31.2
|
31.2
|
|
|
|
|
32.0
|
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, 2017 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
|
(1)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October
31, 2013 and incorporated herein by reference.
|
(2)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on April
25, 2014 and incorporated herein by reference.
|
(3)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2016 and incorporated herein by reference.
|
(4)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June
30, 2017 and incorporated herein by reference.
|
(5)
|
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.
|
(6)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on April
23, 2012 and incorporated herein by reference.
|
(7)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on April
6, 2015 and incorporated herein by reference.
|
(8)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June
12, 2013 and incorporated herein by reference.
|
(9)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on April
8, 2015 and incorporated herein by reference.
|
(10)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May
21, 2014 and incorporated herein by reference.
|
(11)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February
8, 2016 and incorporated herein by reference.
|
(12)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on April
27, 2017 and incorporated herein by reference.
|
(13)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2017 and incorporated herein by reference.
|
(14)
|
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.
|
(15)
|
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.
|
(16)
|
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.
|
(17)
|
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.
|
(18)
|
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.
|
(19)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on March
8, 2016 and incorporated herein by reference.
|
(20)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on March
25, 2016 and incorporated herein by reference.
|
(21)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on January
25, 2017 and incorporated herein by reference.
|
(22)
|
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.
|
(23)
|
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.
|
(24)
|
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.
|
(25)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on June
14, 2017 and incorporated herein by reference.
|
(26)
|
Filed as an appendix to the Registrant’s definitive proxy statement filed on March
21, 2003 and incorporated herein by reference.
|
(27)
|
Filed as an appendix to the Registrant’s definitive proxy statement filed on April
25, 2011 and incorporated herein by reference.
|
(28)
|
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.
|
(29)
|
Filed as an appendix to the Registrant’s definitive proxy statement filed on June
11, 2013 and incorporated herein by reference.
|
(30)
|
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 filed on July
31, 2013 and incorporated herein by reference.
|
(31)
|
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.
|
(32)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June
4, 2013 and incorporated herein by reference.
|
(33)
|
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.
|
(34)
|
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October
30, 2014 and incorporated herein by reference.
|
(35)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on October
2, 2015 and incorporated herein by reference.
|
(36)
|
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.
|
(37)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February
8, 2017 and incorporated herein by reference.
|
(38)
|
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on March
14, 2017 and incorporated herein by reference.
|
(39)
|
Refer to Note 21 of the Notes to Consolidated Financial Statements contained in Item 1 of Part I of this report.
|
(40)
|
Included on signatory pages of this report.
|
|
|
BANC OF CALIFORNIA, INC.
|
|
|
|
Date: February 28, 2018
|
|
/s/ Douglas H. Bowers
|
|
|
Douglas H. Bowers
|
|
|
President/Chief Executive Officer
|
|
|
(Duly Authorized Representative)
|
Date: February 28, 2018
|
|
/s/ Douglas H. Bowers
|
|
|
Douglas H. Bowers
|
|
|
President/Chief Executive Officer
(Principal Executive Officer) |
|
|
|
Date: February 28, 2018
|
|
/s/ John A. Bogler
|
|
|
John A. Bogler
|
|
|
Executive Vice President/Chief Financial Officer
(Principal Financial Officer) |
|
|
|
Date: February 28, 2018
|
|
/s/ Lawrence Gee
|
|
|
Lawrence Gee
|
|
|
Senior Vice President/Chief Accounting Officer
(Principal Accounting Officer) |
|
|
|
Date: February 28, 2018
|
|
/s/ Robert D. Sznewajs
|
|
|
Robert D. Sznewajs, Chairman of the Board of Directors
|
|
|
|
Date: February 28, 2018
|
|
/s/ Halle J. Benett
|
|
|
Halle J. Benett, Director
|
|
|
|
Date: February 28, 2018
|
|
/s/ Mary A. Curran
|
|
|
Mary A. Curran, Director
|
|
|
|
Date: February 28, 2018
|
|
/s/ Bonnie G. Hill
|
|
|
Bonnie G. Hill, Director
|
|
|
|
Date: February 28, 2018
|
|
/s/ Jeffrey Karish
|
|
|
Jeffrey Karish, Director
|
|
|
|
Date: February 28, 2018
|
|
/s/ Richard J. Lashley
|
|
|
Richard J. Lashley, Director
|
|
|
|
Date: February 28, 2018
|
|
/s/ Jonah F. Schnel
|
|
|
Jonah F. Schnel, Director
|
|
|
|
Date: February 28, 2018
|
|
/s/ W. Kirk Wycoff
|
|
|
W. Kirk Wycoff, Director
|
Executed on February 14, 2018
|
/s/ Jeffrey T. Seabold
__________________
|
Executed on February 14, 2018
|
/s/ James R. Asperger _
_________________
|
Executed on February 14, 2018
|
/s/ Henry M. Fields
____________________
|
Date of Vesting
|
Number of RSUs Vested
|
|
|
|
|
|
|
|
|
(i)
|
The Grantee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Grantee during the Grantee’s service with the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Grantee in violation of this Agreement). During the one-year period following a Qualifying Termination of Service (the “Restricted Period”), the Grantee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it or as may be required by applicable law, court order, a regulatory body or arbitrator or other mediator.
|
(ii)
|
During the Restricted Period, the Grantee shall not, directly or indirectly, solicit or encourage any person to leave his or her employment with the Company or any of its subsidiaries or assist in any way with the hiring of any Company employee (or any employee of any of the Company’s subsidiaries) by any other business.
|
(iii)
|
For a period of at least one year following a Qualifying Termination of Service, the Grantee agrees to be available, solely in an advisory capacity and for no further compensation, to the Board to consult with as reasonably requested by the Board.
|
By:
|
____________________________________
|
1.
|
In consideration of the benefits conferred to ___________ (the “Grantee”) under the Restricted Stock Unit Agreement, dated as of _______, 20__ (the “Agreement”), by and between the Grantee and Banc of California, Inc. (the “Company”), upon a Qualifying Termination of Service (as defined in the Agreement), the Grantee for himself or herself, his or her heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”), does hereby irrevocably and unconditionally release, acquit and forever discharge the Company 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 [(including the Age Discrimination in Employment Act of 1967)]
1
, national origin, religion, disability, or any other unlawful criterion or circumstance, relating to the Grantee’s service through the date of such Qualifying Termination of Service or termination of such service, which the Grantee 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.
|
[The Grantee acknowledges that: (i) this entire General Release is written in a manner calculated to be understood by him or her; (ii) he or she has been advised to consult with an attorney before executing this General Release; (iii) he or she was given a period of [forty-five][twenty-one] days within which to consider this General Release; and (iv) to the extent he or she executes this General Release before the expiration of the [forty-five][twenty one]-day period, he or she does so knowingly and voluntarily and only after consulting his or her attorney. The Grantee shall have the right to cancel and revoke this General Release during a period of seven days following the Execution Date, and this General Release shall not become effective, and no money shall be paid hereunder, until the day after the expiration of such seven-day period. The seven-day period of revocation shall commence upon the Execution Date. In order to revoke this General Release, the Grantee shall deliver to the Company, prior to the expiration of said seven-day period, a written notice of revocation. Upon such revocation, this General Release shall be null and void and of no further force or effect.]
2
.
|
3.
|
Notwithstanding anything else herein to the contrary, this General Release shall not affect: the obligations of the Company set forth in the Agreement or other obligations
|
4.
|
This General Release shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of Maryland, without reference to its principles of conflict of laws.
|
5.
|
The Grantee represents and warrants that he or she is not aware of any claim by him or her other than the claims that are released by this General Release. The Grantee further acknowledges that he or she may hereafter discover claims or facts in addition to or different than those which he or she 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 Grantee’s decision to enter into it. Nevertheless, the Grantee 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 Grantee hereby expressly waives any and all rights and benefits confirmed upon him or her by the provisions of California Civil Code Section 1542, which provides as follows:
|
6.
|
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
|
7.
|
Being aware of such provisions of law, the Grantee agrees to expressly waive any rights he or she 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.
|
8.
|
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.
|
9.
|
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.
|
10.
|
In the event of the breach or a threatened breach by the Grantee of any of the provisions of this General Release, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company 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.
|
11.
|
Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.
|
|
|
|
|
|
|
|
|
|
BANC OF CALIFORNIA, INC.
|
||||
|
|
|
|
|||
|
|
By:
|
|
|
|
|
|
|
[name]
|
||||
|
|
[title]
|
|
GRANTEE
|
|
Voluntarily Agreed to and Accepted this
day of
20
|
|
|
|
|
Year Ended December 31,
|
||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
Ratio of earnings to fixed charges:
|
|
|
|
|
|
|
|
|
|
|
Excluding interest on deposits
|
|
1.87x
|
|
5.22x
|
|
4.21x
|
|
2.14x
|
|
1.34x
|
Including interest on deposits
|
|
1.27x
|
|
2.53x
|
|
2.42x
|
|
1.35x
|
|
1.12x
|
Ratio of earnings to combined fixed charges and preferred stock dividends:
(1)
|
|
|
|
|
|
|
|
|
|
|
Excluding interest on deposits
|
|
0.82x
|
|
2.09x
|
|
2.30x
|
|
1.35x
|
|
0.94x
|
Including interest on deposits
|
|
0.91x
|
|
1.64x
|
|
1.77x
|
|
1.15x
|
|
0.97x
|
(1)
|
The ratios of earnings to fixed charges and preferred stock dividends both excluding and including interest on deposits were less than one-to-one for the years ended December 31, 2017 and 2013. Earnings were insufficient to cover fixed charges by
$11.3 million
and
$800 thousand
, respectively, for the years ended December 31, 2017 and 2013.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
($ in thousands)
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1. Income (loss) before income tax
|
|
$
|
26,893
|
|
|
$
|
100,489
|
|
|
$
|
69,166
|
|
|
$
|
14,695
|
|
|
$
|
4,401
|
|
2. Add: Interest expense
|
|
85,000
|
|
|
59,499
|
|
|
42,621
|
|
|
32,862
|
|
|
23,282
|
|
|||||
3. Earnings including interest on deposits
|
|
111,893
|
|
|
159,988
|
|
|
111,787
|
|
|
47,557
|
|
|
27,683
|
|
|||||
4. Less: Interest expense on deposits
|
|
60,414
|
|
|
40,220
|
|
|
25,783
|
|
|
24,411
|
|
|
16,051
|
|
|||||
5. Earnings excluding interest on deposits
|
|
$
|
51,479
|
|
|
$
|
119,768
|
|
|
$
|
86,004
|
|
|
$
|
23,146
|
|
|
$
|
11,632
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
6. Interest expense (Line 2)
|
|
$
|
85,000
|
|
|
$
|
59,499
|
|
|
$
|
42,621
|
|
|
$
|
32,862
|
|
|
$
|
23,282
|
|
7. Interest portion on rental expense
|
|
2,931
|
|
|
3,680
|
|
|
3,582
|
|
|
2,378
|
|
|
1,434
|
|
|||||
8. Including interest on deposits and capitalized interest
|
|
87,931
|
|
|
63,179
|
|
|
46,203
|
|
|
35,240
|
|
|
24,716
|
|
|||||
9. Less interest expense on deposits (Line 4)
|
|
60,414
|
|
|
40,220
|
|
|
25,783
|
|
|
24,411
|
|
|
16,051
|
|
|||||
10. Total fixed charges, excluding interest on deposits
|
|
$
|
27,517
|
|
|
$
|
22,959
|
|
|
$
|
20,420
|
|
|
$
|
10,829
|
|
|
$
|
8,665
|
|
Fixed charges and preferred stock dividends:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
11. Interest expense (Line 2)
|
|
$
|
85,000
|
|
|
$
|
59,499
|
|
|
$
|
42,621
|
|
|
$
|
32,862
|
|
|
$
|
23,282
|
|
12. Interest portion on rental expense
|
|
2,931
|
|
|
3,680
|
|
|
3,582
|
|
|
2,378
|
|
|
1,434
|
|
|||||
13. Preferred stock dividends
(1)
|
|
35,260
|
|
|
34,334
|
|
|
16,936
|
|
|
6,276
|
|
|
3,767
|
|
|||||
14. Including interest on deposits, capitalized interest and preferred stock dividends
|
|
123,191
|
|
|
97,513
|
|
|
63,139
|
|
|
41,516
|
|
|
28,483
|
|
|||||
15. Less interest expense on deposits (Line 4)
|
|
60,414
|
|
|
40,220
|
|
|
25,783
|
|
|
24,411
|
|
|
16,051
|
|
|||||
16. Total fixed charges and preferred stock dividends, excluding interest on deposits
|
|
$
|
62,777
|
|
|
$
|
57,293
|
|
|
$
|
37,356
|
|
|
$
|
17,105
|
|
|
$
|
12,432
|
|
Ratio of earnings to fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Excluding interest on deposits (Line 5 divided by Line 10)
|
|
1.87
|
|
5.22
|
|
4.21
|
|
2.14
|
|
1.34
|
||||||||||
Including interest on deposits (Line 3 divided by Line 8)
|
|
1.27
|
|
2.53
|
|
2.42
|
|
1.35
|
|
1.12
|
||||||||||
Deficiency
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Ratio of earnings to fixed charges and preferred stock dividends:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Excluding interest on deposits (Line 5 divided by Line 16)
|
|
0.82
|
|
2.09
|
|
2.30
|
|
1.35
|
|
0.94
|
||||||||||
Including interest on deposits (Line 3 divided by Line 14)
|
|
0.91
|
|
1.64
|
|
1.77
|
|
1.15
|
|
0.97
|
||||||||||
Deficiency
|
|
$
|
11,298
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
/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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 28, 2018
|
|
/s/ Douglas H. Bowers
|
|
|
Douglas H. Bowers
|
|
|
President/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 officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 28, 2018
|
|
/s/ John A. Bogler
|
|
|
John A. Bogler
|
|
|
Executive Vice President/Chief Financial Officer
(Principal Financial Officer) |
Date: February 28, 2018
|
|
/s/ Douglas H. Bowers
|
|
|
Douglas H. Bowers
|
|
|
President/Chief Executive Officer
(Principal Executive Officer) |
|
|
|
Date: February 28, 2018
|
|
/s/ John A. Bogler
|
|
|
John A. Bogler
|
|
|
Executive Vice President/Chief Financial Officer
(Principal Financial Officer) |